TCR_Public/091020.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 20, 2009, Vol. 13, No. 290

                            Headlines

ABITIBIBOWATER INC: Agrees With Boralex on Dolbeau Operations
ABITIBIBOWATER INC: Gets C$33MM 'Black Liquor' Credit From Canada
ABITIBIBOWATER INC: Resumed Mackenzie Operations on Oct. 13
ACCURIDE CORP: Projects $52MM Loss in '09, $28.2MM Profit in '10
ALLIS-CHALMERS: RBC Lenders Relax Investment, Sale Provisions

AMC ENTERTAINMENT: Fitch Affirms Issuer Default Ratings at 'B'
AMERICAN BUSINESS: Distributions to Noteholders by Year's End
AMR CORP: Resumes Talks with Japan Airlines
AMR CORP: FAA Probes American Airlines on Substandard Jets
ANDERSON HOMES: Disclosure Statement Hearing on October 29

ANGIOTECH PHARMACEUTICALS: To Restate Statements of Operations
ARIES MARITIME: Rocket Marine Gets 2.66MM Shares From Grandunion
ASSET RESOLUTION: Files Chapter 11 Over Investor Disputes
ATC HEALTHCARE: Hoberman Miller Replaces Weiser as Accountants
AVENTINE RENEWABLE: Pres. & CEO Resigns; Interim CFO Assumes Role

BANK OF AMERICA: Outgoing CEO Agrees to Give Up 2009 Salary
BANK OF AMERICA: Suffers $1-Bil. Loss in Q3; 2nd Qrtly Loss in '09
BEARINGPOINT INC: Court Extends Plan Filing Deadline to Oct. 27
BERNARD MADOFF: Montauk Retreat Closes for $9.41 Million
BERNARD MADOFF: Trustee, SIPC Outline Legal Theory for Claims

BERNARD MADOFF: 3 Victims Appeal Dismissal of Trustee Suit
BOISE PAPER: Moody's Assigns 'B3' Rating on $300 Mil. Senior Notes
BOISE PAPER: S&P Assigns 'BB-' Rating on $300 Mil. Senior Notes
CALPINE CORP: Boosts Senior Note Offering to $1.2BB
CASCADIA PROJECT: Files for Ch 11 Bankr. to Dodge Foreclosure

CENTRO NP: Extends Consent Solicitation to October 27
CHAMPION ENTERPRISES: Anestis Leaves Board to Work on Transaction
CHAMPION ENTERPRISES: Lenders to Forbear Until October 30
CHARTER COMMS: Agrees to Broadcast Lions Games on Channel 11
CHARTER COMMS: Omnibus Motion to Assume Real Property Leases

CHEMTURA CORP: Gets Nod to Hire A&L Goodbody as Irish Counsel
CHEMTURA CORP: Gets Nod to Hire D&P as Valuation Experts
CHEMTURA CORP: Exclusive Periods Extension Sought
CHEMTURA CORP: Wins Nod for Deal with Sprague Energy
CHRYSLER LLC: No Direct Circuit Court Appeal for Jilted Dealers

CIRCUIT CITY: Comptroller Wants Interest on "Oversecured Claim"
CIRCUIT CITY: Hain Capital Group Buys Claims
CIRCUIT CITY: Proposes Jan. 5 Deadline to Remove Actions
CIT GROUP: Icahn Offers $6-Bil. Loan, Criticizes Board & Plan
CMR MORTGAGE: Wants Obtain $6 Million DIP Financing From Investors

CONSECO INC: Fitch Assigns 'B-/RR6' Rating on Senior Debt Issue
COYOTES HOCKEY: Glendale Spent $2.1MM on Outside Consultants
COYOTES HOCKEY: Hearing on Team Sale Set for October 26
CROCS INC: PNC Loan Amendment Decreases Net Worth Requirement
DEL MONTE: Tender Offer for 8-5/8% Notes Closes

DELTA AIR LINES: Resumes Talks with Japan Airlines
DOLLAR THRIFTY: Expects 12% Drop in Q3 Vehicle Rental Revenues
DRYSHIPS INC: Appoints Ziad Nakhleh as Chief Financial Officer
DRYSHIPS INC: To Release Quarterly Results on October 26
ELECTROGLAS INC: Access to DIP Financing Expires October 30

EPIX PHARMACEUTICALS: FDA Approves Physician-Sponsored IND
ERICKSON RETIREMENT: Files for Ch 11; Redwood Agrees to Buy Assets
ESCADA AG: Insolvency Court Appoints Creditors' Committee
ESCADA AG: More Than 10 Investors Express Interest for Assets
ESCADA AG: US Unit's Schedules of Assets & Liabilities

ESCADA AG: US Unit's Statement of Financial Affairs
FAIRCHILD CORP: To Liquidate Assets Under Chapter 11 Plan
FAIRPOINT COMMS: Verizon May Urge Windstream to Buy Assets
FAIRPOINT COMMS: Lawmakers to Meet to Discuss Woes
FATBURGER RESTAURANTS: To File Reorganization Plans in November

FEDERAL-MOGUL: To Hold 3Q Financial Results Call on October 29
FEDERAL-MOGUL: Wins Shield Patent Dispute With Lydall
FILENE'S BASEMENT: Can File Chapter 11 Plan Until November 30
FIRSTFED FINANCIAL: Extends Tender Offer Deadlines to November 6
FIRSTFED FINANCIAL: Home-Loan Modifications Pass $1.4 Billion

FONTAINEBLEAU LV: Jeffrey Truitt Appointed as Examiner
FORUM HEALTH: Wants Charles Neumann as Interim CEO
FLYING J: Calpine Rival Prevails in $9.7M Flying J Credit Sale
FREEDOM COMMS: Bonus Program Approved by Bankruptcy Court
HIDEAWAY MARINA: Files Chapter 11 in Fort Lauderdale

GENERAL MOTORS: Executes Pact Relating to GM Nova Scotia Notes
GEORGIA GULF: Fidelity and Marathon Disclose Equity Stake
GLOBAL MOTORSPORT: Court Sets Oct. 23 Disclosure Statement Hearing
GOLDEN EAGLE: Board Adopt New Equity Compensation Plan
GOLDEN EAGLE: Mining Firm Offers $10 Mil. for Gold Bar Mill

GPS INDUSTRIES: Assets Sold; Biz. Merged with ProLink
GRAMERCY CAPITAL: Settles Exchange of $97.5MM Jr. Sub. Notes
GREDE FOUNDRIES: Court Sets November 30 as Claims Bar Date
GREEKTOWN HOLDINGS: Creditors Accept Mgt. Plan, Reject Luna Plan
GREEKTOWN HOLDINGS: Detroit Wants Changes to Luna Plan

GREEKTOWN HOLDINGS: Luna Plan Faces Objection From Mgt., UAW
GREEKTOWN HOLDINGS: Luna/Plainfield Want Mgt. Plan Rejected
GREENSHIFT CORP: Files Infringement Suit Against Westfalia
GRUBB & ELLIS: Kojaian Discloses 24.6% Equity Stake
HARRAH'S OPERATING: S&P Downgrades Rating on $9.25 Bil. Facilities

HARVEST OIL: Plan Confirmation Hearing to Begin Nov. 9
HEIDTMAN MINING: Court Extends Exclusive Plan Filing to January 10
HIDEAWAY MARINA: Files for Chapter 11 Bankruptcy Protection
IL LUGANO: Wants to Sell Condominium Unit No. 1206 for $506,000
INDALEX HOLDINGS: Court Approves Committee's Bid to Convert Case

INVESTCORP BANK: Fitch Affirms Issuer Default Rating at 'BB+'
JACO ELECTRONICS: To Delist and Deregister Shares From Nasdaq
JFK AERO: Moody's Confirms 'Ba2' Ratings on Revenue Bonds
KEARNEY CONSTRUCTION: Accused of Polluting, Richard E. Jacobs Says
LANG HOLDINGS: May Let Go of Space in Jason Steiner's Building

LEHMAN BROTHERS: Examiner Wants to Compel ABN to Produce Documents
LEHMAN BROTHERS: AmEx Gets $3.9MM From Barclays as Part of Deal
LEHMAN BROTHERS: Gets Nod to Hire Contract Attorneys Provider
LEHMAN BROTHERS: TSFC Wants Prompt Decision on Reserve Fund Deals
LEHMAN BROTHERS: Wins Nod for Protocol on Transfer Loans to SPEs

LEHMAN BROTHERS: Bankruptcy Fees Cross $400 Million Mark
LEHMAN BROTHERS: Says Negotiators Knew Barclays Got $5BB Discount
LEVEL 3: Closes Offering and Sale of $275MM of 7% Senior Notes
LYONDELL CHEMICAL: Shaw Entities File Disc. Statement Objections
LYONDELL CHEMICAL: To Close Carrington LDPE Plant in U.K.

LYONDELL CHEMICAL: U.S. Govt. Object to 502 Claims Disallowance
MAGNA ENTERTAINMENT: Global Gaming Plans to Upgrade Remington Park
MAGNA ENTERTAINMENT: Lone Star Park Headed for Second Auction
MAINLINE CONTRACTING: Must File Plan of Reorganization by Jan. 13
MDC PARTNERS: Moody's Assigns Corporate Family Rating at 'B1'

MGIC INVESTMENT: Posts $517.8-Mil. Net Loss in Third Qtr. 2009
MICROMET INC: May Issue $150 Million in Securities
MIDWAY GAMES: Completes Sale of Certain Assets to SouthPeak
MILLER BROTHERS: Lays Off 85 Workers at Three Mine Sites
MOHEGAN TRIBAL: Moody's Assigns 'B1' Rating on $200 Mil. Notes

MURRAY ENERGY: Moody's Assigns Corporate Family Rating at 'Caa1'
MURRAY ENERGY: S&P Assigns Corporate Credit Rating at 'B'
NORTEL NETWORKS: Committee Wants Ciena Deal Improved
NORTEL NETWORKS: November 13 Auction for Ethernet Networks Biz.
NORTEL NETWORKS: Seeks Canada Court Nod to Auction GSM Business

NORTEL NETWORKS: Signs Deal With PBGC on Enterprise Biz Sale
NORTEL NETWORKS: Terms of Stipulation With IRS on Tax Claim
NOVADEL PHARMA: Discloses Results of 2009 Stockholders' Meeting
NEXSTAR BROADCASTING: BofA Lenders Amend Financial Covenants
OCTAVIAR LIMITED: Liquidators Secure AU$125 Million Cash

PALMDALE HILLS: Heavy Rains Worry SunCal on Hazards at Oak Project
PARTICLE DRILLING: Exits Chapter 11 Bankruptcy Protection
PEANUT CORP: Simon & Luke Urges Salmonella Victims to Sue
PHILADELPHIA NEWSPAPERS: Plan Exclusivity Until December 4
PHOENIX FOOTWEAR: Sees $310,000 Net Profit for October 3 Quarter

PHOENIX FOOTWEAR: Wells Fargo Loan Amended, Forbearance Extended
PIKE NURSERIES: Court OKs $3MM Settlement with Roark Capital
PILGRIM'S PRIDE: FWISD Objects to Valorem Tax Terms of Plan
PILGRIM'S PRIDE: Kornitzer No Longer Serving on Creditors Panel
PILGRIM'S PRIDE: Parties File Disclosure Statement Objections

PREBUL AUTO: Civil Disputes Won't Be Transferred to State Court
PRIMARY ENERGY: S&P Assigns 'BB+' Rating on $105 Mil. Senior Loan
PROLIANCE INT'L: Wants Sole Rights for Plan Filing Until January
READER'S DIGEST: Proposes Bertelsmann Outsourcing Pacts
READER'S DIGEST: Proposes to Reject 2 Executory Contracts

READER'S DIGEST: To Sell Assets Under $500,000 in Ordinary Course
REFCO INC: RCM Trustee Gets Nod to Abandon Chase Securities
REFCO INC: Refco Inc Post-Confirmation 3rd Quarter Report
REFCO INC: Refco LLC 7 Trustee Says Fee Application Premature
REGAL ENTERTAINMENT: Fitch Affirms Issuer Default Rating at 'B+'

REPUBLIC STORAGE: Court Confirms Plan of Liquidation
S&K FAMOUS: Unsecured Creditors to Recover 6% Under Plan
SCO GROUP: Announces Strategic Plan and Management Change
SEITEL INC: Appoints Marcia H. Kendrick as CFO and Executive VP
SEMGROUP LP: Chaparral Energy Wants Prompt Decision on Contract

SEMGROUP LP: Koch Entities Want Prompt Decision on Contract
SEMGROUP LP: Producers Committee Taps McKool Smith as Co-Counsel
SEMGROUP LP: Wins Nod to Amend Agreements With McCoy Petroleum
SERVICE CORPORATION: Keystone Deal Won't Affect Moody's Ba3 Rating
SOVRAN SELF: Fitch Upgrades Issuer Default Rating From 'BB+'

SEVEN FALLS: Foreclosure Sale Proceeds After 3 Postonements
SKYWI: Files for Chapter 7 Bankruptcy Protection
SONIC MEDICAL: Files Chapter 11 on Long Island
SOUTH MARSH: Files Chapter 11 in Pensacola, Florida
SPANSION INC: Auditor OKs $360,874 for McKenzie for March-May

SPANSION INC: Gilles Delfassy to Step Down as Director
SPORTSCLICK INC: Deal to Buy Green Swan Terminated
STALLION OILFIELD: Gets Support for Plan, Files for Chapter 11
STALLION OILFIELD: Case Summary & 30 Largest Unsecured Creditors
STATION CASINOS: Gets Final Nod for $150 Mil. of DIP Financing

STATION CASINOS: Sec. 341 Meeting Adjourned to November 9
STATION CASINOS: U.S. Trustee Opposes Employee Pay Beyond Cap
STERLING MINING: Supplemental Financing OK'd; Objections Overruled
S-TRAN HOLDINGS: Wants Continues Access to ACFS Cash Collateral
SUN-TIMES MEDIA: Jim Tyree Discloses New Owners, Management Team

TAVERN ON THE GREEN: Can Remain Open in Christmas Through New Yr.
TLC VISION: Responds to FDA Warning Letters to LASIK Facilities
TOUSA INC: Creditors Restart Suit against Technical Olympic
TRICO MARINE: S&P Assigns Corporate Credit Rating at 'CCC'
TRINITY CHRISTIAN SCHOOL: Files in Chapter 11 in West Virginia

TRIPLE CROWN: Cancels Unsold Shares Issuable Under Incentive Plans
TROPICANA ENT: Adamar of NJ Proposes Claims Objection Protocol
TROPICANA ENT: NJ Debtors Propose Revised Deal to Sell Assets
TROPICANA ENT: NJ Debtors Propose Lift Stay for Insurance Payment
UAL CORP: May Be Fined $3.8 Mil. for Maintenance Violations

UAL CORP: Settles With Los Angeles on Revenue Bonds
UAL CORP: Will Release Third Quarter 2009 Results Today
VELOCITY EXPRESS: Wants to Hire PWC as Financial Advisor
VIRGIN MEDIA: Seeks Amendments to Senior Facilities Agreement
VITESSE SEMICONDUCTOR: Lender Talks Go On; Forbearance Extended

VITESSE SEMICONDUCTOR: Reinstates Execs' Annual Base Salaries
WATERFORD GAMING: $200 Mil. Note Issues Won't Move Moody's Rating
WCI COMMUNITIES: Court OKs Sale of Singer Island Resort to Urgo
WL Homes: Hit with WARN Class Action by Ex-Worker
WOLVERINE TUBE: Alpine Offers to Sell Stake to Plainfield, Alkest

WORKSTREAM INC: Expects to Close Noteholder Deal by November 30
WORKSTREAM INC: Posts 359,882 Loss in Fiscal Qtr. Ended Aug. 31
W.R. GRACE: R. Finke Proffers Statements on PD Claim Treatment
W.R. GRACE: No Objections to Sale of 5% ART to Chevron
W.R. GRACE: Submits Second Set of Plan Modifications

X-RITE INC: Appoints Rajesh Shah as Chief Financial Officer

* Court Says Champerty Can't Curb Debt Buyers' Rights
* Consumer Confidence Falls, Lower Than All Predictions
* Default Rates Raise Questions on Gov't. Role in Mortgage Lending
* Florida Bankruptcy Filings Up 48% in First Nine Months
* Home Foreclosures, Consumer Prices Rise; Rents Decline

* Mitsubishi to Offer $700-Mil. DIP Loans to U.S. Firms
* Credit Solutions Settles NY Client's $10K Debt for $4K

* Judge Prudence Carter Beatty to Retire at Year's End

* Large Companies With Insolvent Balance Sheets

                            *********

ABITIBIBOWATER INC: Agrees With Boralex on Dolbeau Operations
-------------------------------------------------------------
AbitibiBowater, Inc., and Boralex Power Income Fund entered into
an agreement in principle on October 2, 2009, in relation to the
temporary operation of the Dolbeau power station.  The Dolbeau
power station was closed in June 2009 "due to a lack of wood-
residue supplied mainly by AbitibiBowater," according to the
Canadian Press.

Under the Agreement, the Fund would operate its cogeneration
plant at Dolbeau-Mistassini from November 15, 2009, to April 15,
2010, and during that period it would produce electricity and the
steam required to heat the Abitibi paper mill.  In exchange for
the steam, Abitibi would provide 75,000 dry tons of wood residue
to the Fund for the duration of the Agreement.

The accord is also conditional upon the agreement of controller
of Abitibi's C-36 and on certain closing conditions.

Boralex Power Income Fund is an unincorporated open-ended trust
that indirectly owns ten power generating stations located in the
province of Quebec and in the United States producing energy from
different sources including wood-residue or natural gas thermal
and cogenerating facilities as well as hydroelectric power
stations.  In total, these power stations have an installed
capacity of 190 MW.

Abitibi cancelled eight service, maintenance and supply contracts
with Boralex in September 2009, which led to a strain in their
relations.  AbitibiBowater reasoned out that the cancellation of
the Contracts were part of its restructuring efforts, the
Canadian Press added.

                     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 C$33MM 'Black Liquor' Credit From Canada
-----------------------------------------------------------------
AbitibiBowater has qualified for "black liquor" credits in the
amount of C$33,213,351 under Natural Resources Canada's Pulp and
Paper Green Transformation Program, through the Company's black
liquor-producing mills in Fort Frances and Thunder Bay, Duane
Hicks of Fort Frances Times Online reported.

"The Government of Canada is taking unprecedented steps by
investing C$1 billion in a program that will build a brighter and
more sustainable future for Canada's forest communities," said
the Honourable Stockwell Day, Minister of International Trade, on
behalf of the Honourable Lisa Raitt, Minister of Natural
Resources, in an official statement.  "The Pulp and Paper Green
Transformation Program will generate new investments in pulp and
paper facilities across Canada, making it greener and more
sustainable," Minister Day added.

Black liquor is a byproduct of the "kraft process," which is one
of the processes used by pulp mills during the production of
paper pulp.

Jean-Phillipe Cote, director of Public Affairs and Government
Relations at AbitibiBowater, specified that the recorded "black
liquor" production from AbitibiBowater's mills in Fort Frances
and Thunder Bay had total assessed credits valued at
C$33,213,351.  He said that the credits "can be used for any
environmentally-beneficial, energy-related project at any of our
mills in Canada," besides Fort Frances or Thunder Bay.

"It's an important component for us, you can imagine," Mr. Cote
told FFTimes.com, adding that the Program is "a good example of
federal support for our industry in the currently challenging
times."

AbitibiBowater was among the 24 companies, representing 38 pulp
and paper mills, across Canada that qualified for the Green
Transformation Program.  The 24 companies that qualified for the
Program, including AbitibiBowater, will now have access to
funding to invest in capital projects that improve their
environmental performance through increased renewable energy
production or improved energy efficiency, according to Minister
Day.

The firms are expected to begin receiving funding for projects in
late 2009 or early 2010, but will have to submit project
proposals for their facilities subject to assessment by the
Canadian federal government.  Firms will have until March 31,
2012, to draw on the funding to finance approved capital projects
that offer demonstrable environmental benefits.

"At this stage, it is too premature to speculate on what projects
specifically we'll work on, or where, or how," Mr. Cote
disclosed, noting that the Company is "considering various
options."

                     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: Resumed Mackenzie Operations on Oct. 13
-----------------------------------------------------------
AbitibiBowater, Inc., was slated to resume operations at its
Mackenzie lumber mill on October 13, 2009, following an accord
between the Company and the United Steelworkers Union, Arthur
Williams of Prince George Free Press reported.

The Company closed down the Mackenzie Mill in January 2008, the
report noted.  The resumption of its operations will take 60 to
70 people back to work, according to United Steelworkers Local 1-
424 President Frank Everitt.

"We're hopeful it's for the long term.  It certainly breathes
some employment into Mackenzie," Mr. Everitt told the Prince
George Free Press.

Mr. Everitt specified that the planer mill will restart on
October 13 with 100 days of work, while the sawmill will resume
operations on October 19 for a 70-day work schedule.

                     About AbitibiBowater Inc.

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

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

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

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

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


ACCURIDE CORP: Projects $52MM Loss in '09, $28.2MM Profit in '10
----------------------------------------------------------------
Accuride Corporation disclosed in a filing with the Securities and
Exchange Commission its projections to its future financial
performance, in connection with the negotiation of the Company's
pre-negotiated restructuring plan.

Accuride gave these projections to noteholders:

                               (in millions)
                          Operating   Adjusted    Capital
     Year       Revenue    Profit     EBIDTA   Expenditure
     ----       -------    ------     ------   -----------
     2009        $575.8   ($52.0)     $21.5        $19.8
     2010         768.8     28.2       79.6         17.0
     2011       1,022.7     99.4      152.3         30.6
     2012       1,246.9    145.2      200.9         36.0
     2013       1,456.1    181.0       36.0         36.0

A full-text copy of the summary of the projection is available for
free at http://ResearchArchives.com/t/s?4711

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

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

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

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


ALLIS-CHALMERS: RBC Lenders Relax Investment, Sale Provisions
-------------------------------------------------------------
Allis-Chalmers Energy Inc. and certain of its subsidiaries on
October 13, 2009, entered into a Fifth Amendment to its existing
Second Amended and Restated Credit Agreement dated as of April 26,
2007, with Royal Bank of Canada, as administrative agent and
collateral agent, and the lenders party thereto.

The Fifth Amendment, among other things, permits the Company to
invest up to $30 million in the aggregate in foreign subsidiaries
and foreign joint ventures, of which no more than $5,000,000 shall
be cash and the remainder of which will be equipment and
inventory.  In addition, certain provisions were amended to allow
the Company to dispose of equipment and inventory by (i)
transferring equipment and inventory to foreign subsidiaries and
foreign joint ventures or (ii) entering into lease agreements with
foreign persons of equipment or inventory moved from the U.S. to a
foreign jurisdiction, subject to the $30 million cap.

Members of the lending consortium are:

     -- Royal Bank of Canada, as Administrative Agent and
        Collateral Agent; and as Lender and L/C Issuer;
     -- Caterpillar Financial Services Corporation, as Lender;
     -- JPMorgan Chase Bank, N.A. as a Lender;
     -- Wells Fargo Bank, N.A. as a Lender;
     -- Natixis, as a Lender; and
     -- Whitney National Bank, as a Lender

A full-text copy of the Fifth Amendment to Second Amended and
Restated Credit Agreement, dated as of October 13, 2009, by and
among the Company, as borrower, certain subsidiaries of the
Company, as guarantors, Royal Bank of Canada, as administrative
agent, and the lenders named thereto, is available at no charge
at http://ResearchArchives.com/t/s?471e

                    About Allis-Chalmers Energy

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

                           *     *     *

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

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


AMC ENTERTAINMENT: Fitch Affirms Issuer Default Ratings at 'B'
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on AMC Entertainment
Inc., Marquee Holdings Inc. (parent company), and AMC
Entertainment Holdings, Inc. (parent of Marquee), and also revised
certain issue level ratings to align with changes to Fitch's
rating definitions:

AMC

  -- Issuer Default Rating affirmed at 'B';

  -- Senior secured credit facilities affirmed at 'BB/RR1';

  -- Senior unsecured notes affirmed at 'B/RR4';

  -- Senior subordinated notes revised to 'CCC/RR6'from
     'CCC+/RR6'.

Marquee

  -- IDR affirmed at 'B';
  -- Senior discount notes revised to 'CC/RR6' from 'CCC/RR6'.

AMC Holdco

  -- IDR affirmed at 'B';

  -- Senior unsecured term loan revised to 'CC/RR6' from
     'CCC/RR6'.

Approximately $2.4 billion in total debt is affected.

The Rating Outlook remains Stable.

The ratings and Outlook reflect these key considerations:

  -- While net leverage of 6.5 times (x) (gross leverage of 8.5x)
     is high, Fitch expects this leverage to be at its peak and
     expects the company to reduce leverage over time.

  -- Fitch estimates that through the AMC Holdco, the company has
     approximately $550 million in cash, as of July 2, 2009.
     Fitch expects that this cash will be deployed for the purpose
     of reducing leverage by either 1) reducing debt levels
     (likely through continued debt repurchases) and/or 2) by
     making deleveraging/accretive acquisitions.  There is no
     tolerance in the rating for a high-multiple acquisition or
     for dividends paid to the sponsors.

  -- Fitch expects that the movie exhibitor industry will continue
     to be challenged in growing attendance.  Fitch expects that
     the 2010 film slate and the announced 2011 films will be able
     to draw sufficient attendance to maintain current levels or
     at least keep declines in the 1% to 2% range.  Most
     importantly, the quality of films produced by the studios is
     largely out of the exhibitors' control.  Assuming all things
     are equal, an attendance decline of 5% to 10% (similar to
     2005) could lead to a negative rating action for AMC.  Fitch
     estimates that due to the fixed cost structure nature of
     movie exhibitors, a 5% to 10% decline in attendance coupled
     with the inability to drive growth in concession per patron
     could result in EBITDA declines in excess of 20%, driving
     interest coverage below 1.5x.

  -- Fitch notes that concession revenues have remained relatively
     stable despite the weak economic conditions.  While Fitch
     does not anticipate a significant decline in concession per
     patron, Fitch remains cautious that high margin concessions
     (which represent 28% of AMC's total revenues and carry 89%
     gross margins), may be vulnerable to reduced per-guest
     concession spending due to cyclical factors or a re-
     acceleration of commodity prices.

  -- Fitch expects that AMC's build-out of new theaters and
     renovation of existing theaters are mostly complete and that
     capital expenditures will begin to approach maintenance
     levels by 2011/2012 (Fitch estimates below $75 million),
     improving AMC's limited free cash flow generation.  Fitch
     believes that the industry continues to operate beyond a
     point of saturation in large designated market area (DMA)
     markets.  Fitch would likely view the purchase of modern
     theater assets, at attractive/delevering multiples, as a
     positive to a neutral credit event.  However, there is little
     tolerance in the rating for continued capital deployment for
     the construction of new theaters in saturated markets.

  -- The ratings also reflect the current and prospective
     challenges facing the movie exhibitor industry, including
     increasing indirect competition from other distribution
     channels, such as DVD, video on demand or the Internet, as
     well as the shrinking release window and the concentrated
     base of film distributors.

  -- AMC's ratings are supported by the company's competitive
     positioning as the second-largest domestic movie exhibitor,
     with 307 theatres and 4,610 screens, with a leading market
     share in many of the largest DMAs and the highest average
     screen count per theatre of 15.  Fitch believes that the
     movie exhibitor industry will continue to be a key component
     of a movie's release.

As of the end of AMC's fiscal first quarter, revenues were up 5.5%
with EBITDA up approximately 11%.  Fitch expects revenues and
EBITDA to be flat for the year.

As of July 2, 2009, AMC has adequate liquidity which is supported
by cash of $555 million (including approximately $80 million in
cash at the AMC Holdco, estimated by Fitch) and $185 million in
availability under its $200 million committed revolving credit
facility (reduced by $14.2 million in letters of credit).  The
company's maturity schedule is manageable.  AMC's first material
maturity is its revolving credit facility, which comes due in
2012.  AMC's term loan amortizes annually at $6.5 million and has
a final maturity in January 2013.  Free cash flow for July 2009
latest 12 months was a positive $55.4 million.

As of July 2009, net leverage through AMC was 5.1x, net leverage
through Marquee was 6.0x and net leverage through AMC Holdco was
6.5x.  Fitch expects consolidated net leverage to decline over
time, but to remain above 5.0x for the next few years.  Fitch
expects that AMC can address its near-term maturities with cash on
hand and free cash flow and recognizes that there is refinancing
risk in 2013 and beyond.  This refinancing risk is incorporated
into the rating.

AMC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company, and hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going-
concern), rather than a liquidation.  Fitch estimates an adjusted,
distressed enterprise valuation of $1.2 billion using a 5x
multiple and including a conservative estimate for AMC's 19% stake
in National CineMedia, Inc. of approximately $110 million.  The
'RR1' Recovery Rating for the company's secured bank facilities
reflects Fitch's belief that 91%-100% expected recovery is
reasonable.  While Fitch does not assign Recovery Ratings for the
company's operating lease obligations, it is assumed that the
company rejects only 30% of its remaining $4.2 billion in
operating lease commitments due to their significance to the
operations in a going-concern scenario and is liable for 15% of
those rejected values (at a net present value).  The 'RR4'
Recovery Ratings for AMC's senior unsecured notes (equal in
ranking to the rejected operating leases) reflect an expectation
of 31%-50% recovery.  The 'CCC/RR6' rating for AMC's senior
subordinated notes reflects the bonds structural seniority over
Marquee's and AMC Holdco's debt ('CC/RR6') and Fitch's expectation
for zero recovery.


AMERICAN BUSINESS: Distributions to Noteholders by Year's End
-------------------------------------------------------------
Holders of notes issued by American Business Financial Services
Inc., haven't received distributions from proceeds of settlements
with the bankrupt estate of ABFS but are expected to receive their
pro rata share of the payoffs by the end of 2009.

Jeff Blumenthal at Philadelphia Business Journal reports that more
than $150 million has been collected in settlements with various
entities connected to ABFS.  The money received from the various
court proceedings will be turned over to the two indenture
trustees, Wells Fargo & Co. and Law Debenture Corp., Business
Journal relates, citing George Miller, the bankruptcy trustee for
ABFS.  According to Business Journal, lawyer Todd Collins of
plaintiffs class action law firm Berger & Montague said that after
deducting lawyers fees and other expenses, he hopes to start
distributing the settlement money to noteholders by year-end,
adding that the process is complicated because noteholders must
submit proofs of claims.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc. -- http://www.abfsonline.com/--
together with its subsidiaries, is a financial services
organization operating mainly in the eastern and central portions
of the United States and California.  The company originates,
sells and services home mortgage loans through its principal
direct and indirect subsidiaries.  The company, along with four of
its subsidiaries, filed for chapter 11 protection on Jan. 21, 2005
(Bankr. D. Del. Case No. 05-10203).  The Bankruptcy Court
converted the cases to a chapter 7 liquidation on May 17, 2005.
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors.  George L. Miller was appointed chapter 7 trustee in the
case.  John T. Carroll, III, Esq., at Cozen O'Connor, represents
the Case Trustee.  When the Debtors filed for protection from
their creditors, they listed $1,083,396,000 in total assets and
$1,071,537,000 in total debts.


AMR CORP: Resumes Talks with Japan Airlines
-------------------------------------------
Japan Airlines Corp. is likely to incur a group operating loss of
around JPY200 billion in fiscal 2009, much bigger than earlier
projected operating loss of 59 billion yen, Kyodo News reports.

The news agency, citing sources close to the matter, says the
latest forecast has been presented to JAL's main creditors by a
task force of corporate turnaround experts recently launched by
the government to evaluate the airline's assets.

According to Kyodo, the sources said the swelling loss expected
for the year through March 31 is due to increases in spending
needed for downsizing JAL's corporate structure and workforce, in
addition to sluggish revenues from its operations.

Kyodo says JAL may also consider selling JAL Hotels Co., a
subsidiary which runs about 60 hotels in Japan and abroad, and
closing a total of 27 offices globally over the next two years.

                    Talks with Delta, AMR Resumed

Japan Airlines resumed talks with Delta Air Lines Inc. and AMR
Corp.'s American Airlines over a possible capital alliance,
Bloomberg News reports.

Executives from the two U.S. carriers visited Tokyo in the last
two weeks and may return this month, Bloomberg discloses citing
three people familiar with the matter, who declined to be
identified because the talks aren't public.

According to Bloomberg, the carrier will also release a revised
restructuring plan, drawn up with a state-appointed panel, by
month's end.

The Troubled Company Reporter-Asia Pacific reported on October 7,
2009, that Japan Airlines was planning to put on hold alliance
talks held separately with Delta Air Lines and AMR Corp's American
Airlines.  JAL has decided to focus first on putting together a
restructuring plan with the government task force that is
overseeing the airline's revival.

As reported by the TCR on Sept. 15, 2009, AMR Corp. and Delta Air
are reportedly in separate talks with Japan Airlines to forge an
expansive joint venture with the carrier.  The Wall Street Journal
said that American Airlines would also consider taking a minority
stake in JAL, although any such investment would likely be capped
at hundreds of millions of dollars.  Delta is also negotiating to
acquire a minority stake of around US$300 million in JAL.  The
Journal relates that Delta wants JAL to join its rival SkyTeam
alliance.

                       Restructuring Plan

As reported in the TCR-Asia Pacific on Sept., 2009, Japan Today
said that a team of government-appointed corporate turnaround
experts was set up on September 25 to create a restructuring plan
for struggling Japan Airlines.

The move effectively gives JAL two more months to review options
after transport minister Seiji Maehara questioned the feasibility
of its original plan.

The team, which will make a recommendation to the transport
minister by late October or early November, will be led by
Shinjiro Takagi, who served as chairman of the decision-making
panel of the now-defunct Industrial Revitalization Corp. of Japan,
the body which assisted heavily indebted but otherwise viable
firms from 2003 to 2007.

The team will take charge of due diligence on JAL's assets and
will scrutinize its business improvement plan to offer advice for
the future direction of the airline, according to Japan Today.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-
based holding company that is active in five business segments
through its 225 subsidiaries and 82 associated companies.  The Air
Transportation segment is engaged in the operation of passenger
and cargo planes.  The Air Transportation-Related segment is
engaged in the transportation of passengers and cargoes, the
preparation of in-flight food catering, the maintenance of
aircraft and land equipment, as well as the fueling business.  The
Travel Planning and Marketing segment is involved in the planning
and sale of travel packages.  The Card and Leasing segment is
engaged in the provision of finance, cards and leasing services.
The Others segment is involved in businesses related to hotels,
resorts, logistics, wholesale, retail, real estate, printing,
construction, manpower dispatch, as well as information and
communication.  The Company has numerous global operating
locations.

JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                          *     *     *

As reported in the Troubled Company Reporter-Asia Pacific on
February 11, 2009, Moody's Investors Service changed the outlook
on the Ba3 long-term debt rating and issuer rating of Japan
Airlines International Co. Ltd. to negative from positive.  The
outlook change reflects Moody's view that JALI's profitability is
likely to remain pressured amid the recent sharp decline in
airline passenger demand.

Japan Airlines continues to carry Standard & Poor's Ratings 'B+'
LT Foreign & Local Issuer Credit.  The outlook is positive.


                            About AMR Corp

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

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

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

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.


AMR CORP: FAA Probes American Airlines on Substandard Jets
----------------------------------------------------------
The Federal Aviation Administration is expanding its probe into
suspected structural problems with rear bulkheads on a small
portion of American Airlines' fleet of McDonnell Douglas MD-80
jets, Andy Pasztor at The Wall Street Journal reports, citing
people familiar with the matter.  According to The Journal,
American Airlines operated jets later found to have substandard
repairs.  American Airlines earlier this year took more than a
dozen planes out of passenger service, retiring several of them,
after finding they had improper bulkhead repairs.  The Journal
relates that preliminary FAA findings found that as many as 16
American Airlines twin-engine MD-80s that were operated for months
despite allegedly substandard bulkhead repairs.  The Journal,
citing people familiar with the matter, states that agency
investigators are delving into whether other MD-80s also may have
been flown for repairs at low altitudes without passengers.

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

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

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

                           *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.


ANDERSON HOMES: Disclosure Statement Hearing on October 29
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has set a hearing for October 29, 2009, to consider the
approval of the disclosure statement explaining Anderson Homes,
Inc., et al.'s plan of reorganization dated September 11, 2009.

Objections to the disclosure statement must be filed no later than
October 20, 2009.

According to the disclosure statement, the Plan contemplates that
the best opportunity for creditors lies in (i) continued operation
of the business, (ii) modification and restructuring of the
existing secured debt, (iii) satisfaction of Convenience Claims
(less than $5,000 in amount) by a single partial payment, and
(iii) satisfaction of unsecured claims by a series of partial
payments from future sales.

The net revenues from ongoing business operations, draws on
construction loans, and sales of lots and houses (including sales
of properties which may result in credit-bids by the secured
lenders) are expected to generate sufficient funds to fund the
payment obligations under the Plan.

The Debtors estimate that the aggregate amount of allowed
unsecured claims under Class 13 is approximately $6.44 million.
Class 13 is impaired under the Plan.

The Plan provides for the creation of a "pot" of money in the
aggregate amount of $1,500,000 for payment of such claims, pro
rata, within 36 months after the Plan's Effective Date.
Commencing with closings which occur after the Plan's Effective
Date, $5,000 from each of the first 300 closings will be reserved
from the Net Sale Proceeds, accumulated on a calendar-quarter
basis and paid within 30 days after the end of each calendar
quarter to the holders of Class 13 allowed Unsecured Claims.

The existing equity interests in each of the Debtors under Class
14 will be extinguished, and the Reorganized Debtors will issue
100% of the new equity interests to Dave Servoss in consideration
for the waiver and release of any prepetition unsecured claims
which may be scheduled or asserted by Dave Servoss or any entity
100% owned or controlled by him.  In addition, these new equity
interests will be made subject to a pledge and security interest
in favor of the Liquidating Trustee for the benefit of the holders
of Class 13 allowed unsecured claims, to secure the Plan treatment
of said claims until paid or satisfied in accordance with the
terms of the Plan.  Class 14 is impaired under the Plan.

Secured claims are classified under Classes 1 through 10:

Class 1   Bank of America   $122,550   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 12
                                       months after the Effective
                                       Date.

Class 2   Capital Bank    $2,400,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 18
                                       months after the Effective
                                       Date.

Class 3   KeySource Bank    $667,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 12
                                       months after the Effective
                                       Date.


Class 4   Paragon Bank    $3,150,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 12
                                       months after the Effective
                                       Date.

Class 5   RBC Bank        $1,200,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Will be paid from the sale
                                       of its collateral whether
                                       by sale to a third party or
                                       credit bid.

Class 6   Regions Bank    $3,900,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 18
                                       months after the Effective
                                       Date.

Class 7   Wachovia Bank   $3,300,000   Impaired.  Will retain its
                                       liens on the collateral.
                                       Paid in full within 18
                                       months after the Effective
                                       Date.

Class 8   James Goldston    $568,000   Impaired.  Will retain its
          and William Goldston         liens on the collateral.
                                       Paid in full within 36
                                       months after the Effective
                                       Date.

Class 9   Stock Building  $1,562,950   Impaired.  The Debtors do
          Supply                       not believe the claims
                                       secured by the Stock deeds
                                       of trust are "secured" for
                                       purposes of Sec. 506(a) of
                                       the Bankruptcy Code and
                                       will instead be included in
                                       Class 13 for allowed
                                       unsecured claims.

Class 10  44A Lien Holders             Impaired.  The Debtors do
                                       not believe the claims are
                                       "secured" within the
                                       meaning of the Bankruptcy
                                       Code.  Each 44A lien claim
                                       will be treated as part of
                                       the Class 13 allowed
                                       unsecured claims.

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

    http://bankrupt.com/misc/AndersonHomes.DisclosureStatement

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc., et
al., are engaged in the development, construction and sale of
residential properties in the form of single-family homes,
townhomes and condominiums.  Said properties are held for sale to
the public and constitute the Debtors' inventory, which the
Debtors sell in the ordinary course of business.  The Debtors own,
construct improvements on, and sell (i) single-family houses and
townhomes in subdivisions known and referred to as Edgewater,
Bridgewater, Bridgewater West, Cobblestone, Haw Village,
Ridgefield, Amberlynn Valley, Cane Creek, Muirfield Village, Pine
Valley, Quail Meadows, Thornton Commons Place, Willow Ridge,
Creekside at Landon Farms, Keystone Crossing, Sterling Ridge,
Jeffries Creek, Briar Chapel, and Villas at Forest Hills, and (ii)
condominiums known as Blount Street Commons.

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


ANGIOTECH PHARMACEUTICALS: To Restate Statements of Operations
--------------------------------------------------------------
Following a review by management, Angiotech Pharmaceuticals, Inc.,
has determined to restate its consolidated statements of
operations to reflect the prior $650 million goodwill impairment
charge taken by Angiotech in 2008 as operating expense instead of
its current classification as other expense.  Pending the
restatement, Angiotech's consolidated statements of operations for
the fiscal year ended December 31, 2008, and earnings releases and
similar communications containing information from such statements
of operations, should not be relied on by investors.

Angiotech's management currently expects that the restatement will
have no effect on Angiotech's consolidated balance sheets,
statements of cash flows, net loss or net loss per share for the
fiscal year ended December 31, 2008.

Management has discussed the matter with PricewaterhouseCoopers
LLP, its independent registered public accounting firm.

Based in Vancouver, British Columbia, Angiotech Pharmaceuticals
Inc. (NASDAQ: ANPI, TSX: ANP) -- http://www.angiotech.com/-- is a
pharmaceutical and medical device company with over 1,500
dedicated employees.  Angiotech discovers, develops and markets
innovative treatment solutions for diseases or complications
associated with medical device implants, surgical interventions
and acute injury.

As of June 30, 2009, the Company had $382.3 million in total
assets; and $58.6 million in total current liabilities and
$620.6 million in total non-current liabilities; resulting in
$297.0 million in stockholders' deficit.  The Company had
$843.1 million in accumulated deficit as of June 30, 2009.


ARIES MARITIME: Rocket Marine Gets 2.66MM Shares From Grandunion
----------------------------------------------------------------
Aries Energy Corporation, Rocket Marine Inc., Captain Gabriel
Petridis, individually, and as the holder of 50% of the
outstanding shares of capital stock of Aries Energy, and Mons S.
Bolin, individually, and as the holder of 50% of the outstanding
shares of capital stock of Aries Energy, disclose that pursuant to
a Securities Purchase Agreement, dated as of September 16, 2009,
by and between Aries Maritime Transport Limited and Grandunion
Inc., Aries Maritime and Grandunion completed the transactions
contemplated by the Purchase Agreement on October 13, 2009.

On the Closing Date, Aries Maritime issued 18,977,778 shares of
Common Stock, of which 16,311,111 shares were issued to Grandunion
and 2,666,667 were transferred to Rocket Marine.  As consideration
for the Purchased Shares, Grandunion contributed to Aries Maritime
100% of the capital stock of three companies, each owning a
capesize vessel.

As consideration for the Transferred Shares, the Rocket Marine
entities have entered into a voting agreement with Grandunion,
dated as of September 16, 2009, and effective as of the Closing.
Pursuant to the Voting Agreement, the controlling persons of
Rocket Marine have agreed to cause Rocket Marine to vote the
17,563,544 shares of Aries Maritime Common Stock owned by Rocket
Marine in accordance with instructions from Grandunion on all
matters to be considered and voted upon by Aries Maritime
shareholders.  The Voting Agreement will remain in effect for so
long as any of the Rocket Marine entities own any of the Rocket
Marine Shares.

The Rock Marine entities disclose holding 36.6% of the Company's
common shares.

The purpose of the transaction is for Grandunion to obtain a
controlling stake in the Company, and to provide additional
revenue producing assets and additional capital to Aries Maritime.

Pursuant to the Purchase Agreement, as of the Closing, Jeffrey
Owen Parry has resigned as President of Aries Maritime and Michael
Zolotas, the executive director, president and a co-owner of
Grandunion was appointed President, Nicholas Fistes, a co-owner of
Grandunion, has been appointed Chairman of the Board of Directors
of the Issuer and Allan Shaw has been appointed as the Issuer's
Chief Financial Officer.  Prior to the Closing, Aries Maritime had
obtained resignations from the incumbent members of its Board of
Directors and increased the size of its Board of Directors from
five members to seven.  As of the Closing, the Board of Directors
consists of: Nicholas Fistes, Michael Zolotas, Allan Shaw, Masaaki
Kosaka, Spyros Gianniotis, Apostolos Tsitsirakis and Panagiotis
Skiadas.

                          Going Concern

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

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

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

                       About Aries Maritime

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


ASSET RESOLUTION: Files Chapter 11 Over Investor Disputes
---------------------------------------------------------
According to Bloomberg News' Bill Rochelle, Asset Resolution LLC,
formed to hold assets taken in foreclosure of a $67 million loan
to an affiliate of Compass Partners LLC, filed for Chapter 11
protection on Oct. 14 in New York (Bankr. S.D.N.Y. Case No.
09-16142).

The Company listed assets of $423 million and debt of only $22.6
million.  Asset Resolution filed along with 14 subsidiaries that
own the foreclosed investments.

Bloomberg relates the Company said bankruptcy was the only means
for dealing with disputes with investors in the underlying assets
acquired through foreclosure.  Mr. Rochelle says the financial
problems can be traced to the bankruptcy of USA Commercial
Mortgage Co., a so-called hard money lender that filed in April
2006 and confirmed a liquidating Chapter 11 in January 2008.  One
of USA Commercial's principals pleaded guilty to fraud.

According to Mr. Rochelle, Silar Advisors LP lent $67 million to
Compass to finance the purchase of the remaining interests in
defaulted commercial loans and servicing rights from USA
Commercial.  Silar foreclosed on Compass in September 2008 when
alleged interference from former investors in USA Commercial
prevented proper management and sale of the underlying properties.
Silar formed Asset Resolution to own and manage the foreclosed
assets.

Asset Resolution says that resort to the bankruptcy court is the
only means for halting interference from former USA Commercial
investors and selling the portfolio in an orderly manner.


ATC HEALTHCARE: Hoberman Miller Replaces Weiser as Accountants
--------------------------------------------------------------
The Audit Committee of the Board of Directors of ATC Healthcare,
Inc. on October 15, 2009, accepted Weiser LLP's resignation as the
Company's independent registered public accounting firm.

The Audit Committee retained Hoberman, Miller, Goldstein & Lesser,
P.C., as the Company's new accountants.

The Company has not filed financial statements for the fiscal
years ended February 28, 2009, and February 29, 2008.  Weiser did
not issue a report or have any association with the financial
statements for any period including the interim periods and fiscal
years ended February 28, 2009, and February 29, 2008.  Therefore,
the Company does not have financial statements for either of the
past two years which contain an adverse opinion or disclaimer of
opinion or were qualified or modified as to uncertainty, audit
scope or accounting principles.

During the fiscal years ended February 28, 2009, and February 29,
2008, and through October 15, 2009, there have been no
disagreements with Weiser (as defined in Item 304(a)(1)(iv) of
Regulation S-K) on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of Weiser, would have caused them to make reference
thereto in their report on the financial statements for such
fiscal years.

During the fiscal years ended February 28, 2009, and February 29,
2008, and through October 15, 2009, there were no reportable
events as defined in Regulation S-K Item 304(a)(1)(v).

During the fiscal years ended February 28, 2009, and February 29,
2008, and during the subsequent interim period prior to engaging
HMGL, the Company did not consult with HMGL regarding either:

      (i) The application of accounting principles to a specified
          transaction, either completed or proposed; or the type
          of audit opinion that might be rendered on the
          Company's financial statements, and neither was a
          written report provided to the Company nor was oral
          advice provided that HMGL concluded was an important
          factor considered by the Company in reaching a decision
          as to an accounting, auditing or financial reporting
          issue; or

     (ii) Any matter that was either the subject of a disagreement
          or a reportable event, as each term is defined in Items
          304(a)(1)(iv) and (v) of Regulation S-K, respectively.

Headquartered in Lake Success, New York, ATC Healthcare Inc.
(OTC:AHNA) -- http://atchealthcare.com/-- provides medical
supplemental staffing services.


AVENTINE RENEWABLE: Pres. & CEO Resigns; Interim CFO Assumes Role
-----------------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., disclosed in a filing
with the Securities and Exchange Commission that its president and
chief executive officer, Ron Miller, resigned to pursue new
opportunities.  His resignation is effective Oct. 23, 2009.

The Company also disclosed that Mr. Miller also resigned his
position as director of Aventine.

"[Mr. Miller]" has been with Aventine since its formation and was
a central part of Aventine's birth and growth, Bobby Latham,
Aventine's chairman of the board, said.  [Mr. Miller'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 appointed George T. Henning, Jr., as interim
chief executive officer and president of the Company, effective
Oct. 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 prepetition 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, agreed to
stay on in that position.  Mr. Trunfio will be assuming additional
responsibilities in light of Mr. Miller's resignation.

In connection with his appointment as interim CEO, Mr. Henning's
salary was increased to $390,000 per year.  The salary of
Mr. Trunfio, the Company's chief operating officer, has also been
increased to $390,000.

             About Aventine Renewable Energy Holdings

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.


BANK OF AMERICA: Outgoing CEO Agrees to Give Up 2009 Salary
-----------------------------------------------------------
ABI reports that Kenneth Feinberg, the Treasury Department's pay
czar, pushed outgoing Bank of America Corp. CEO Kenneth D. Lewis
into giving back about $1 million he received so far this year and
forgoing the rest of his $1.5 million salary for 2009.

Mr. Lewis, 62 is retiring by the end of the year.

Bank of America has been unable to shake off effects of the
economic contraction that drove the Company to take two taxpayer
bailouts.  The Company posted a $1 billion third-quarter loss, or
26 cents per diluted share, compared with a profit of $1.18
billion, or 15 cents, a year earlier.

According to Bloomberg, regulators and shareholders criticized
Lewis's pursuit of Merrill Lynch & Co. The bank reported a fourth-
quarter loss in 2008, its first in 17 years, and Lewis is trying
to lead a rebound while fending off state and federal probes
involving elements of the Merrill deal.  He has agreed to give up
his 2009 salary and bonus, Bloomberg said.

Bank of America's board has hired executive recruiter Russell
Reynolds Associates Inc. to assist with its search for a new chief
executive officer, The Wall Street Journal has reported.

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.

BofA has received US$45 billion in government bailout money since
the economic collapse in 2008.

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.


BANK OF AMERICA: Suffers $1-Bil. Loss in Q3; 2nd Qrtly Loss in '09
------------------------------------------------------------------
Bank of America Corporation reported a third-quarter 2009 net loss
of $1.0 billion.  After deducting preferred dividends of $1.2
billion, including $893 million related to dividends paid to the
U.S. government, the diluted loss per share was $0.26.

Those results compared with net income of $1.2 billion, or diluted
earnings per share of $0.15, during the year-ago period.

Through the first nine months of the year the company had net
income of $6.5 billion, or $0.39 per share after preferred
dividends, compared with $5.8 billion, or $1.09 per share a year
earlier.

Results were negatively impacted by continued weakness in the U.S.
and global economies and stress on the consumer, which continues
to result in high credit costs.  Earnings in the quarter were
affected by $2.6 billion in pretax mark-to-market and credit
valuation adjustments on certain liabilities, including the
Merrill Lynch structured notes, and a $402 million pretax charge
to pay the U.S. government to terminate its asset guarantee term
sheet.  Despite the loss in the period, the company strengthened
its reserves, capital position and liquidity through efficient
balance sheet and capital management.

"The company's core performance was impacted by a number of non-
core items," said Chief Executive Officer and President Kenneth D.
Lewis.  "The market's improved view of Bank of America's credit
cost the company due to non-cash marks on liabilities.

"Excluding those items, our revenue continued to hold up well,"
Lewis said.  "Obviously, credit costs remain high, and that is our
major financial challenge going forward. However, we are heartened
by early positive signs, such as the leveling of delinquencies
among our credit card customers."

Third-quarter 2009 business highlights:

     * Average retail deposits in the quarter increased
       $93.0 billion, or 16 percent, from a year earlier,
       including the net impact of $72.1 billion in balances from
       Merrill Lynch and Countrywide. Excluding Countrywide and
       Merrill Lynch, retail deposits grew $20.9 billion, or
       4 percent, from the year-ago quarter.

     * Global Wealth and Investment Management was ranked No. 1
       among U.S. wealth managers with more than 25 percent of the
       nation's top 100 financial advisors, according to two
       surveys conducted by Barron's.  The number of households
       with assets greater than $250,000 increased 4 percent
       compared with the second quarter including the impact of
       the market.

     * Bank of America received Federal Deposit Insurance Corp.
       (FDIC) approval to exit the debt guarantee program under
       the FDIC's Temporary Liquidity Guarantee Program (TLGP).
       Additionally, the company will opt out of the six-month
       extension of the Transaction Account Guarantee Program
       (TAGP) that guaranteed full insurance coverage from the
       FDIC on non-interest-bearing transactional accounts greater
       than $250,000.

     * Bank of America completed the conversion of Countrywide's
       deposit systems.  The integration of Merrill Lynch remained
       on track with cost savings expected to surpass original
       estimates for the first year.

     * For the nine months ended September 30, Bank of America
       Merrill Lynch ranked No. 1 in high-yield corporate debt,
       leveraged loans and mortgage-backed assets based on volume,
       both globally and in the U.S., No. 3 and No. 2 in global
       and U.S. investment banking fees, respectively, and No. 2
       in global and U.S. asset-backed securities and syndicated
       loans based on volume, according to Dealogic third-quarter
       league tables.

     * During the quarter, Bank of America signed an agreement to
       sell the long-term asset management business of Columbia
       Management to Ameriprise Financial for approximately
       $1 billion, subject to certain adjustments.  The
       transaction is expected to close in spring 2010.

     * Bank of America funded $95.7 billion in first mortgages,
       helping nearly 450,000 people either purchase a home or
       refinance their existing mortgage.  This funding included
       $23.3 billion in mortgages made to 154,000 low- and
       moderate-income borrowers.  Approximately 39 percent of
       first mortgages were for purchases.

     * To help homeowners avoid foreclosure, Bank of America has
       provided rate relief or agreed to modifications with
       approximately 215,000 customers during the first nine
       months of 2009.  In addition, approximately 98,000 Bank of
       America customers are already in a trial period
       modification under the government's Making Home Affordable
       program at September 30.

     * Bank of America extended $183.7 billion in credit during
       the quarter, including commercial renewals of
       $50.9 billion, according to preliminary data. New credit
       included $95.7 billion in first mortgages, $65.5 billion in
       commercial non-real estate, approximately $8.3 billion in
       commercial real estate, $4.5 billion in domestic and small
       business card, $2.7 billion in home equity products and
       nearly $7.0 billion in other consumer credit.

     * During the third quarter, Small Business Banking extended
       more than $471 million in new credit consisting of credit
       cards, loans and lines of credit to more than 29,000
       customers.

     * Bank of America continued to respond to consumer needs
       during the quarter. The company announced an easy-to-
       understand BankAmericardr BasicTM Visar credit card that
       features one basic rate for all types of transactions. The
       company also announced changes to checking account options
       and services that will help customers limit overdraft fees.

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

                 http://researcharchives.com/t/s?471c

According to Bloomberg News, BofA's $1-billion quarterly loss was
more than analysts estimated and the only one posted by the
nation's three biggest lenders.

                       Credit Card Business

According to Bloomberg News, Bank of America plans to overhaul its
credit-card business after the unit posted five straight quarterly
losses totaling $4.7 billion with no sign of profit ahead.  "We
have a lot of people looking at the business and looking at the
changes that need to be made both in infrastructure and other
ways we can make money," Mr. Lewis told analysts after BoA posted
its second quarterly loss in less than a year.

"A lot of people are having trouble making money in credit cards,
and that is going to put a lot of pressure on the banks," said
Paul Miller, an analyst with FBR Capital Markets Corp. JPMorgan
Chase & Co., the biggest U.S. card lender, is predicting more
losses next year, "and Bank of America's credit performance is
much worse than theirs," Mr. Miller said.

                       About Bank of America

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.

BofA has received US$45 billion in government bailout money since
the economic collapse in 2008.

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.


BEARINGPOINT INC: Court Extends Plan Filing Deadline to Oct. 27
---------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York entered a bridge order extending the
exclusive period of Bearingpoint Inc. and its debtor-affiliates to
file a Chapter 11 plan until Oct. 27, 2009.

The Debtors said that they have been working closely with the
Official Committee of Unsecured Creditors to achieve an
expeditious and orderly conclusion to these chapter 11 cases, and
believe that the proposed plan is in the best interest of their
creditors.  The Debtors assured that the creditors will not be
harmed by the relief requested and the proposed second extension
of the exclusive periods is justified and appropriate under the
circumstances.

                         About BearingPoint

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

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

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


BERNARD MADOFF: Montauk Retreat Closes for $9.41 Million
--------------------------------------------------------
Bernard Madoff's former home in Montauk, New York, sold for
$9.41 million, Oshrat Carmiel at Bloomberg News reported, citing a
statement by the U.S. Marshals Service.  The property was listed
for $8.75 million.

"It goes directly to the Department of Justice fund for the
Bernard Madoff Victims, so that's obviously great news," said
Roland Ubaldo, a deputy U.S. Marshal in New York.  He didn't
disclose the identity of the buyer.

The property is the first of three once owned by Mr. Madoff that
the government is selling to pay restitution to victims of Mr.
Madoff's Ponzi scheme, the largest in history.

The 3,000 square-foot home on Old Montauk Highway, on the east end
of New York's Long Island, was seized July 1 by U.S. Marshals.

                      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.).


BERNARD MADOFF: Trustee, SIPC Outline Legal Theory for Claims
-------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the trustee for
Bernard L. Madoff Investment Securities Inc. and the Securities
Investor Protection Corp. outlined their legal theory for
calculating the amount of customers' claims and in the process
revealed details about the world's largest Ponzi scheme.  SIPC
trustee Irving H. Picard said -- in addition to Mr. Madoff and
Frank DiPascali Jr., the firm's former chief financial officer --
the fraud required the "labor of many individuals."  The papers
don't say whether the other Madoff employees were aware of the
criminal scheme.

According to Joseph Looby, one of the trustee's fraud
investigators from FTI Consulting Inc., Mr. Madoff, to carry out
the trading strategy, advertised to his customers would have
required more options contracts than were available on the Chicago
Board Options Exchange,

In October 2002, for example, Mr. Looby said that Mr. Madoff would
have needed 13 times more options than were executed on the CBOE
for the stock he supposedly was buying.  When BLMIS went out of
business in December, customers were shown as having $73.1 billion
of net equity in their accounts.  At the time, the amount
deposited but not withdrawn by customers was $20 billion, with the
difference representing fictitious profits.

As before, the trustee said that customer profits were "entirely
fabricated."  The filings by the SIPC and the trustee on Oct. 16
were made under a litigation schedule established in September for
determining the amount of customers' claims.

Customers are to file papers on Nov. 13 and Dec. 11.  The trustee
and the SIPC will file their reply on Jan. 15 in advance of a
Feb. 2 hearing.

According to Mr. Rochelle, the trustee and SIPC are taking the
position that a customer's claim should equal the difference
between the amount of cash deposited and the amount withdrawn.
Some customers contend the amount of a claim should take into
consideration the time-value of money or equal the balance on the
last account statement.

The trustee's method would disadvantage long-time investors who
took little out before the fraud surfaced.  On the other hand, the
trustee's theory could help investors who had taken out less than
they invested by knocking out claims of customers who had
recovered all their cash investments.

                      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.).


BERNARD MADOFF: 3 Victims Appeal Dismissal of Trustee Suit
----------------------------------------------------------
Erik Larson at Bloomberg News reports that three of Bernard
Madoff's victims who sued Irving H. Picard, the liquidator of
Bernard L. Madoff Investment Securities LLC -- for allegedly
miscalculating their claims -- have taken an appeal from the
dismissal of their lawsuit by a New York bankruptcy judge.
Investors Diane and Roger Peskin and Maureen Ebel asked a federal
district court in New York to remove Irving Picard as trustee for
failing to protect victims and deducting money from repayment
checks from the Securities Investor Protection Corp., the quasi-
government agency that hired him.

"Picard has a fiduciary duty as a matter of law to investors,"
their lawyer, Helen Chaitman, Esq., said in an e-mail sent to
Bloomberg News.  "He has acted in violation of that duty as SIPC's
puppet, seeking to enrich SIPC at the investors' expense."

Their suit against Mr. Picard was dismissed Sept. 10 by U.S.
Bankruptcy Judge Burton Lifland in Manhattan, who said the
litigation could "wreak havoc on the claims adjudication
process" for thousands of Madoff victims.

                      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.).


BOISE PAPER: Moody's Assigns 'B3' Rating on $300 Mil. Senior Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Boise Paper
Holdings, L.L.C.'s proposed $300 million senior unsecured notes
due 2017.  Boise Paper Holdings, L.L.C., a wholly owned subsidiary
of Boise Inc., intends to use existing cash and the proceeds from
the proposed note offering to repay a portion of the first lien
term loan, repurchase the second lien term loans, and exercise the
option to retire the company's seller's note.  Moody's affirmed
the B1 corporate family rating and the company's other existing
debt ratings -- refer to the list below.  In addition, Moody's
upgraded the company's speculative grade liquidity rating to SGL-2
from SGL-3 and changed the outlook to stable from negative.
Following the close of the transaction, Moody's will withdraw the
ratings on the second lien term loans.

The ratings assignment and affirmation reflect the company's
market position as the third largest producer of uncoated free
sheet paper in North America and continued cost improvements over
the intermediate term due to recent rationalization actions and
reduced energy costs.  The ratings also incorporate declining
product demand, high leverage during a slow economic recovery,
high input cost exposure, and recent price declines in 2009.

The stable outlook considers the company's reduced debt level
after the transaction, the expectation of future debt reduction
over the near term, an improved liquidity position, and relatively
favorable pricing trends in the uncoated freesheet sector.
Despite the 14% decline of year-to-date uncoated freesheet
production, pricing has remained relatively stable as industry
leaders have proactively taken downtime to match production with
orders and manage inventory levels.  Nonetheless, Moody's believes
the company's operating performance will continue to be challenged
by a slow economic recovery, reduced demand, challenges of
shifting to higher margin specialty products and exposure to high
fiber and chemical costs.

The company's SGL-2 speculative grade liquidity rating indicates a
good liquidity position over the next twelve months.  The company
reached an agreement to amend its first lien credit agreement and
change its leverage financial covenants to add a net first lien
leverage ratio of 3.25x and to comply with a new total net debt
leverage ratio of 4.75x.  The first lien leverage ratio goes to
3.0x and the total net leverage ratio goes to 4.50x in the third
fiscal quarter of 2011.  The minimum interest coverage ratio of
2.5x will not be changed under the amendment.  Despite the
aforementioned operating performance challenges, Moody's expects
the company to comply with these new financial covenants over the
next twelve months.  Boise maintains a $250 million senior secured
bank credit facility that is committed through 2013.  Currently,
aggregate outstanding amounts are $0 million, with availability of
approximately $226 million after considering outstanding letters
of credit.  The company will likely have $110 million of cash on
the balance sheet post transaction with approximately $27 million
of debt due in 2010 and $49 million due in 2011.

Ratings Assigned:

  -- Senior Unsecured Notes, B3 (LGD5, 84%)

Ratings Affirmed:

  -- Corporate Family Rating, B1
  -- First Lien Secured Revolver, Ba3 (LGD3, 31%)
  -- First Lien Secured Term Loan A, Ba3 (LGD3, 31%)
  -- First Lien Secured Term Loan B, Ba3 (LGD3, 31%)

Ratings Changed:

  -- Speculative Grade Liquidity Rating changes to SGL-2 from SGL-
     3

  -- Outlook changes to stable from negative

Moody's last rating action was on March 12, 2009, when Boise's
corporate family rating was lowered to B1 from Ba3.

Boise Paper Holding, L.L.C., a wholly owned subsidiary of Boise
Inc., headquartered in Boise, Idaho, is the third largest North
American producer in uncoated free sheet paper and has a
significant presence in the markets for linerboard, corrugated
containers, and specialty and premium paper products.


BOISE PAPER: S&P Assigns 'BB-' Rating on $300 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue-level (the same as the corporate credit rating) and '4'
recovery ratings to Boise Paper Holdings LLC's proposed
$300 million senior unsecured notes due 2017 based on preliminary
terms and conditions.  Boise Finance Co., Boise's subsidiary, will
be the co-issuer.  The '4' recovery rating indicates S&P's
expectations for average (30%-50%) recovery for bondholders in the
event of a payment default.

Standard & Poor's also said that it revised its outlook on Boise
to stable from negative.  In addition, Standard & Poor's affirmed
its ratings on the company, including the 'BB-' corporate credit
rating.

The company plans to use the proceeds from the new notes --
combined with cash on hand -- to pay down $75 million of its
first-lien bank debt and fully repay its $72 million of 15.75%
payment-in-kind notes and $261 million second-lien term loan.

"The affirmation and outlook revision recognize the debt reduction
that Boise has achieved in 2009 through internal cash generation,"
explained Standard & Poor's credit analyst Pamela Rice.  "They
also take into account the additional meaningful debt reduction
that should occur following Boise's proposed refinancing."  Pro
forma for the transactions, total debt (adjusted for about
$150 million of debt-like obligations as of June 30, 2009) would
have been $1.07 billion, a decline of $180 million since year-end
2008.  Total adjusted debt to EBITDA, pro forma for the
transactions, is 4.2x compared with 6.1x as of Dec. 31, 2008.

The amendment to the company's credit agreement that is contingent
on the completion of the notes offering loosens the total leverage
ratio covenant for the remainder of the term.  This alleviates
S&P's concerns about the company's ability to comply with the
existing covenant at the end of 2010 because of previously
aggressive step downs.

Also, Boise's business portfolio has performed well during the
current recession.  Along with lower raw material and energy costs
and cost savings from capacity rationalization, this has
strengthened operating margins to more than 12% in the first half
of 2009 compared with well below 10% in the first six months of
2008.  As a result, EBITDA (excluding alternative fuel mixture tax
credits) in the first half of 2009 was almost twice the level
produced in the comparable prior-year period.  Although S&P
believes financial results over the next several quarters could
weaken modestly because of product price declines and rising input
costs, S&P expects credit measures to remain in line with ratings
expectations as debt decreases further.  Specifically, S&P expects
leverage of about 4x and FFO to debt in the high teens percentage
area.

The ratings on Boise reflect the company's participation in
cyclical paper and packaging markets, moderate size, customer-
concentration risk, and aggressive debt leverage.  The ratings
also incorporate the company's moderate product diversity and a
growing value-added product mix.  Boise is the third-largest
producer of uncoated freesheet in North America.  It also
manufactures containerboard, corrugated products, and newsprint.

The outlook is stable.  Boise has improved its financial risk
profile to a level that S&P expects should enable it to maintain
credit measures in line with the ratings, even if cash flow
declines in 2010 as price and cost pressures weigh on earnings.
Specifically, S&P expects debt to EBITDA of about 4x and EBITDA
interest coverage of approximately 3x.

S&P could lower the ratings if market conditions deteriorate
substantially more than S&P currently expect such that earnings
decline by 25%-30% compared with the 12 months ended June 30,
2009, and S&P expects leverage to exceed 5x on a sustained basis.
S&P could raise the ratings if Boise's debt reduction is more
substantial than S&P expects or its earnings strengthen because of
a more rapid increase of value-added products in Boise's product
mix and S&P believed leverage will be sustained at 3x-3.5x.  A
higher rating would also be predicated on S&P's comfort regarding
the sustainability of OfficeMax volumes.


CALPINE CORP: Boosts Senior Note Offering to $1.2BB
---------------------------------------------------
Kate Haywood at Dow Jones Newswires reports that Calpine Corp. has
added an extra $450 million to its 7.25% senior note offering,
increasing it to $1.2 billion.

The Associated Press relates that the offering would close on
October 21.

According to Dow Jones, Ivy High Income Fund portfolio manager
Bryan C. Krug said that the new bond deal offers holders of
Calpine's existing term loan a chance to switch into a similar
amount of the eight-year senior secured notes.  Citing Standard &
Poor's LCD, Dow Jones relates that Calpine's term loan totals
$5.9 billion.  Dow Jones states that the term loan was put in
place to help Calpine's exit from bankruptcy, and the Company was
trying to cut the refinancing risk linked to this facility.  The
new bonds, says Dow Jones, have a first-priority guarantee on
substantially all of Calpine's assets and this security package is
the same as Calpine's existing loan facility.

The terms of Calpine's loan mean that the new bonds will be used
to repay the bank facility at par, Dow Jones, citing analyst KDP
Investment Advisors Timothy Doherty.  Dow Jones says that the
exchange will let Calpine push out the maturity on this portion of
its debt by three years and the new bonds are set to mature in
2017, while the loan matures in 2014.

Calpine will release third quarter 2009 financial results on
October 30, 2009, before the opening of the New York Stock
Exchange.  At the same time, management plans to update its 2009
guidance and provide guidance for 2010 financial performance.

Meanwhile, KDP Investment Advisors Inc., according to Bloomberg
News, said that Calpine Corp.'s recent debt exchange didn't offer
the best value to loan holders, who were "led to the slaughter by
the Company and the investment banks."  "We think loan holders
could have done better," Timothy Doherty, an analyst for
Montpelier, Vermont-based KDP wrote in a report.  KDP lowered its
rating on Calpine's term loan to "hold" from "buy," citing
expectations that the company might attempt similar exchanges
"that do not properly compensate loan holders in the future."
The 7.25 percent notes fell about six points after trading began,
"which implies that the loan holders received only 94 cents of
value for their exchanged loans rather than the full par value
they should have expected," Mr. Doherty wrote.

Founded in 1984, Calpine Corporation -- http://www.calpine.com/--
is a major U.S. power company, currently capable of delivering
more than 24,000 megawatts of clean, cost-effective, reliable and
fuel-efficient electricity to customers and communities in 16
states in the United States and Canada.  Calpine (NYSE:CPN) owns,
leases and operates low-carbon, natural gas-fired and renewable
geothermal power plants. Using advanced technologies, Calpine
generates electricity in a reliable and environmentally
responsible manner for the customers and communities it serves.

The Company and its affiliates filed for Chapter 11 protection on
December 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).
Attorneys at Kirkland & Ellis LLP represented Calpine while
attorneys at Akin Gump Strauss Hauer & Feld LLP, represented
unsecured creditors.  On Dec. 19, 2007, the Bankruptcy Court
confirmed Calpine's plan of reorganization.   The Plan became
effective Jan. 31, 2008.

                           *     *     *

Calpine carries a 'B2' probability of default and long term
corporate family ratings from Moody's and 'B' issuer credit
ratings from Standard & Poor's.


CASCADIA PROJECT: Files for Ch 11 Bankr. to Dodge Foreclosure
-------------------------------------------------------------
The News Tribune of Tacoma reports that Cascadia Project LLC has
filed for Chapter 11 bankruptcy protection, to keep HomeStreet
Bank from selling most of the site in a foreclosure auction.

Cascadia Project LLC has defaulted on two loans totaling
$72.9 million including interest and fees, The Associated Press
reports, citing HomeStreet.  Court documents say that one loan was
due in February and the other was due in July.

The AP quoted Cascadia Project's chief operating officer and
former Pierce County executive John Ladenburg as saying, "We're
not bankrupt.  The assets are worth far more than the loans
outstanding to HomeStreet.  We expect that, like (General Motors),
that four to six months from now we'll be in good shape when we
can restructure our debt."

According to The AP, Cascadia Project has letters of intent from
two national corporations to work on housing and office park
projects as part of the development.

Citing Bonney Lake Mayor Neil Johnson, The AP relates that
Cascadia Project owes the city some $200,000 and had agreed to
spend another $750,000 in mitigation on a project to redesign the
Highway 410-Sumner-Buckley Highway intersection.  According to The
AP, Deputy Pierce County Executive Kevin Phelps said that he
believes the $84,000 Cascadia Project owes Pierce County is for
property taxes and that he knows corporate lawyer Patrick Kuo, the
leader of the project, well and believes that the developer is
determined to complete the project.

Court document say that more schedules are due to the U.S.
District Court in Seattle by October 30.

Cascadia Project LLC develops what was expected to be the largest
master-planned community near Bonney Lake.


CENTRO NP: Extends Consent Solicitation to October 27
-----------------------------------------------------
To allow additional time for discussions with certain noteholders,
Centro NP LLC has extended the deadline for its previously
announced consent solicitation with respect to amendments to the
1995 indenture governing its outstanding 7.65%, 7.68% and 7.97%
senior notes due 2026 and its outstanding 6.90% senior notes due
2028.

The Consent Solicitation, previously scheduled to expire at 5:00
P.M. New York City Time on October 15, 2009, will now expire at
5:00 P.M. New York City Time on October 27, 2009.

Except as modified, all terms and conditions of the Consent
Solicitation will remain in full force and effect.

The Company believes that the consent payment of $35 per $1,000
principal amount of Securities to consenting noteholders and the
ability to shorten the maturity by 12 to 14 years, combined,
offers tremendous value to those noteholders holding the
Securities.  Additionally, if the proposed amendments with respect
to the debt incurrence covenant are not adopted, once the Company
has ceased to experience the unusually large non-cash charges that
it has recently experienced, the Company would once again be able
to incur debt under the indenture without any amendment being
required.

As reported by the Troubled Company Reporter on September 23,
Centro NP commenced a consent solicitation with respect to
amendments to the 1995 indenture governing various senior notes
issued by the Company:

                                         Consent Fee
             Outstanding                 Per $1,000   Put Right
             Principal    Security       Principal    Repurchase
CUSIP No.   Amount       Description    Amount       Date
---------   -----------  -----------    -----------  ----------
64806Q AA2  US$10,000,000  7.97% Senior    US$35.00     01/15/2014
                           Notes Due 2026

64806Q AD6  US$25,000,000  7.65% Senior    US$35.00     01/15/2014
                           Notes Due 2026

64806Q AF1  US$10,000,000  7.68% Senior    US$35.00     01/15/2014
                           Notes Due 2026

64806Q AG9  US$10,000,000  7.68% Senior    US$35.00     01/15/2014
                           Notes Due 2026

64806Q AK0  US$25,000,000  6.90% Senior    US$35.00     01/15/2014
                           Notes Due 2028

64806Q AL8  US$25,000,000  6.90% Senior    US$35.00     01/15/2014
                           Notes Due 2028

BofA Merrill Lynch is the Solicitation Agent for the Consent
Solicitation.  Questions regarding the Consent Solicitation may be
directed to BofA Merrill Lynch at (980) 388-4603 (collect) and
(888) 292-0070 (toll free).

As reported by the Troubled Company Reporter on September 10,
2009, Centro NP warned in an August 2009 regulatory filing it has
substantial short-term liquidity obligations consisting primarily
of short-term indebtedness, which it may be unable to refinance on
favorable terms or at all.  During the remaining six months of
2009, the Company has an aggregate of US$47.5 million of mortgage
debt, notes payable and credit facilities scheduled to mature and
US$13.9 million of scheduled mortgage amortization payments.

If principal payments on debt due at maturity cannot be
refinanced, extended or paid, the Company will be in default under
its debt obligations, and it may be forced to dispose of
properties on disadvantageous terms.  The defaults may in turn
cause cross defaults in certain of the Company's or its
affiliates' other debt obligations.

Centro NP also noted it is no longer permitted to make draws under
an Amended July 2007 Facility.  As a result, and because of the
restrictions imposed on the Company by the Amended July 2007
Facility, as well as its Super Bridge Loan, its Residual Credit
Facility and the Indentures, it may not be able to repay or
refinance short-term debt obligations that comes due.

The Company said there is substantial doubt about its ability to
continue as a going concern.  In addition, uncertainty also exists
due to the liquidity issues currently experienced by the Company's
parent and the ultimate parent investors, Centro Properties
Limited and Centro Property Trust.

According to the Company, the half yearly financial statements of
the Company's ultimate parents, Centro Properties Limited and
Centro Property Trust, which were filed with Australian regulatory
bodies on February 26, 2009, identified material uncertainty
(equivalent to substantial doubt) about those entities' ability to
continue as a going concern.

The Amended July 2007 Facility is a US$350.0 million revolving
credit facility with Bank of America N.A.

The Super Bridge Loan is a US$1.9 billion second amended and
restated loan agreement entered into by Super LLC with JPMorgan
Chase Bank, N.A., as administrative agent.

The Residual Credit Facility is a US$370.0 million credit facility
entered into by certain subsidiaries of Centro NP Residual Holding
LLC -- Residual Joint Venture -- with JPMorgan Chase Bank, N.A.,
as agent and lender.

The Indentures govern the unsecured senior notes issued by Centro
NP's predecessor, New Plan Excel Realty Trust, Inc.  U.S. Bank
Trust National Association is the trustee under the Indentures.

Centro NP said management is working with both its lenders and the
lenders of its affiliated entities, and also with management of
the ultimate parent investors of the Company, to access a number
of options that address the Company's ongoing liquidity issues.
Factors that may impact this include the current and future
condition of the credit market and the U.S. retail real estate
market.

The Company said the extension of certain debt facilities to
December 31, 2010, gives it more time to consider a range of
different plans to address its longer term liquidity issues and
potential funding from distributions from the Residual Joint
Venture and potential asset sales, among other things, should
provide the Company with the ability to pay its debts as and when
they become due and payable.

At June 30, 2009, the Company had US$3,434,106,000 in total
assets, including US$28,514,000 in cash and cash equivalents and
US$9,678,000 in marketable securities; against US$1,896,991,000 in
total liabilities and US$24,542,000 in redeemable non-controlling
interests in partnerships.

Centro NP's credit ratings are all below investment grade.
Standard & Poor's current rating is CCC+; outlook negative.
Fitch's current rating is CCC/RR4; rating watch negative.  Moody's
current rating is Caa2; negative outlook.

Centro NP LLC owns and develops community and neighborhood
shopping centers throughout the United States.  The Company was
formed in February 2007 to succeed the operations of New Plan
Excel Realty Trust, Inc.


CHAMPION ENTERPRISES: Anestis Leaves Board to Work on Transaction
-----------------------------------------------------------------
Robert W. Anestis, a director of Champion Enterprises, Inc., on
October 16, 2009, announced his resignation from the Board of
Directors, effective immediately.

Mr. Anestis, with the concurrence of the Board of Directors, will
be working with a third party that is considering a possible
transaction with the Company, although there can be no assurance
that any such transaction will be proposed or take place.

Troy, Michigan-based Champion Enterprises, Inc. --
http://www.championhomes.com/-- operates 27 manufacturing
facilities in North America and the United Kingdom distributing
its products through independent retailers, builders and
developers.  The Champion family of builders produces manufactured
and modular homes, as well as modular buildings for government and
commercial applications.

As of July 4, 2009, the Company had $596.4 million in total
assets; and total current liabilities of $269.6 million, long-term
debt of $193.5 million, deferred tax liabilities of $38.1 million,
and other long-term liabilities of $31.4 million; resulting in
shareholders' equity of $63.6 million.

In August 2009, Standard & Poor's Ratings Services lowered its
ratings, including its corporate credit ratings, on Champion
Enterprises and Champion Home Builders.  S&P lowered the corporate
credit ratings to 'CC' from 'CCC-'.  The outlook is negative.
"The rating action reflects the increased likelihood of a debt
restructuring, which S&P would view as distressed and tantamount
to default," said Standard & Poor's credit analyst George Skoufis.

At the end of the second quarter, the company was not in
compliance with the amended financial covenants contained in its
bank credit facility.  In addition to seeking an amendment to the
credit facility, Champion is exploring other alternatives, which
could include a debt restructuring.  The lenders have agreed to
grant a forbearance until October 30, 2009.


CHAMPION ENTERPRISES: Lenders to Forbear Until October 30
---------------------------------------------------------
Champion Enterprises, Inc. and Champion Home Builders Co., a
wholly owned subsidiary of the Company, and certain additional
subsidiaries of the Company on October 9, 2009, entered into a
waiver and forbearance agreement relating to the Amended and
Restated Credit Agreement among the Company, Champion Homes,
Credit Suisse, Cayman Islands Branch, as Administrative Agent, and
the lenders party thereto, dated as of April 7, 2006, as amended.

Pursuant to the Forbearance Agreement, the Lenders have agreed to
forbear from taking certain actions as a result of the Company's
failure to pay principal installments under the Credit Agreement
in the amount of $1,500,000, that were payable on or about
September 30, 2009, and interest and fee payments in the amount of
approximately $1,918,872, that were payable on or about October 5,
2009.  Moreover, the Forbearance Agreement provides waivers of
certain financial covenants as of the end of the Company's 2nd and
3rd quarters of 2009.  Pursuant to the terms of the Forbearance
Agreement, the Lenders have agreed to forbear from accelerating
the maturity of the loans outstanding under the Credit Agreement
and from exercising other remedies under the Credit Agreement
until October 30, 2009.  However, the Forbearance Agreement is
subject to termination prior to such date upon the occurrence of
certain triggering events described in the Forbearance Agreement.

Troy, Michigan-based Champion Enterprises, Inc. --
http://www.championhomes.com/-- operates 27 manufacturing
facilities in North America and the United Kingdom distributing
its products through independent retailers, builders and
developers.  The Champion family of builders produces manufactured
and modular homes, as well as modular buildings for government and
commercial applications.

As of July 4, 2009, the Company had $596.4 million in total
assets; and total current liabilities of $269.6 million, long-term
debt of $193.5 million, deferred tax liabilities of $38.1 million,
and other long-term liabilities of $31.4 million; resulting in
shareholders' equity of $63.6 million.

In August 2009, Standard & Poor's Ratings Services lowered its
ratings, including its corporate credit ratings, on Champion
Enterprises and Champion Home Builders.  S&P lowered the corporate
credit ratings to 'CC' from 'CCC-'.  The outlook is negative.
"The rating action reflects the increased likelihood of a debt
restructuring, which S&P would view as distressed and tantamount
to default," said Standard & Poor's credit analyst George Skoufis.

At the end of the second quarter, the company was not in
compliance with the amended financial covenants contained in its
bank credit facility.  In addition to seeking an amendment to the
credit facility, Champion is exploring other alternatives, which
could include a debt restructuring.


CHARTER COMMS: Agrees to Broadcast Lions Games on Channel 11
------------------------------------------------------------
Charter Communications Inc. has reached agreement with WLUC-TV on
October 9, 2009, to place the Detroit Lions broadcast from the Fox
Network on Charter's channel 11, the Daily Press reports.

Don Gladwell of Charter said the deal will remain in effect
through 2012.  "The only area not on (right now) is Iron Mountain.
There is an issue our engineer is working on," he said.

"It is very good for everybody," the Daily Press quoted Mr.
Gladwell as saying.  "We all understood we had Lions' fans out
there just as passionate about their football team as Packers'
fans.  I'm glad Barrington (Broadcasting, WLUC's owners) and
Charter could come to an agreement to help," he continued.

According to Denny Grall of the Daily Press, the first Lions game
on Fox to air on channel 11 will be on November 1, 2009, against
the St. Louis Rams.

"Lions' fans will have their games on the basic tier and the
digital channel (306) and the Packers on WLUK-TV (Fox)," Mr.
Gladwell said.  "Fox UP (recently added to WLUC as its second
network) will be on channel 11."

                    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: Omnibus Motion to Assume Real Property Leases
------------------------------------------------------------
Charter Communications Inc. and its units notify Bankruptcy Judge
James Peck and parties-in-interest that they will present to the
Court on October 22, 2009, their omnibus request to assume all of
their nonresidential real property leases, except for certain
rejected leases.  Objections to the request are due October 19.

The Rejected Leases are composed of (i) five unexpired
nonresidential leases, which the Debtors rejected under the
Court's order dated April 15, 2009, and (ii) four unexpired
nonresidential leases that the Debtors will reject pursuant to
Article VII(A) of the Debtors' Plan of Reorganization.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
avers that the relief sought is precautionary.  He notes that the
confirmation of the Debtors' Plan will lead to the proposed
assumption of the Debtors' Unexpired Leases on the Plan's
effective date.

The request proposes to assume the Unexpired Leases pursuant to
the cure procedures in the Plan, to which no party has objected,
Mr. Cieri asserts.  To be clear, he says, certain parties have
formally or informally objected to the Debtors' proposed cure
amounts, but not to the actual assumption of the Unexpired Leases,
and the Debtors are actively negotiating to resolve all those
objections.

Because the request is being filed on notice of presentment, if a
properly filed objection is received, the Debtors ask that the
Court enter a bridge order granting the Debtors provisional
authority to assume the Unexpired Leases until a hearing on the
request and all properly filed objections can be held.

The Debtors have prepared and participated in a full confirmation
hearing, which also included review of the Unexpired Leases as
part of a comprehensive effort by their management and
professionals to identify those nonresidential real property
leases that are necessary to the Debtors' ongoing business
operations and which will continue to provide a net benefit to the
Debtors' bankruptcy estates, Mr. Cieri asserts.  He points out
that the Debtors have determined the assumption of the Unexpired
Leases is necessary to provide them continued access to and use of
certain premises that are necessary for their operations.

Mr. Cieri further contends that the Debtors will cure defaults
with respect to the Unexpired Leases and have provided adequate
assurance of future performance under the Unexpired Leases.

                    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: Gets Nod to Hire A&L Goodbody as Irish Counsel
-------------------------------------------------------------
Chemtura Corp. and its units sought and obtained the Court's
permission to employ A&L Goodbody Solicitors as their Irish
counsel nunc pro tunc to May 12, 2009.

Following the commencement of their Chapter 11 cases, the Debtors
believed it to be in their best interests to employ foreign
counsel to advise them regarding maintaining statutory solvency
under the laws of certain countries, certain statutory audit
consideration and related restructuring matters with respect to
their foreign non-debtor subsidiaries.

Stephen C. Forsyth, the Debtors' executive vice president and
chief financial officer, relates that A&L is particularly well
suited to serve as the Debtors' Irish counsel because it is an
international full-service law firm with more than 236 attorneys
in five offices.  Significantly, A&L has extensive experience in
cross-border insolvencies, including, among others, Waterford
Wedgewood plc, Adams Childrenswear, Lehman Brothers, Sachsen LB
Europe plc, Parmalat and XL Leisure Group, he adds.

As Irish counsel to the Debtors, A&L will provide these specific
services:

  (a) Advise the Debtors with respect to the powers and duties
      of their non-debtor Irish subsidiaries;

  (b) Advise and consult on the impact of the Debtors' Chapter
      11 proceedings on their Irish subsidiaries;

  (c) Take all necessary action to protect and preserve the
      Debtors' interest in their Irish subsidiaries and their
      value;

  (d) Advise the Debtors with respect to the implementation or
      impacts of any asset dispositions relating to the non-
      Debtor Irish subsidiaries; and

  (e) Consult with the Debtors in relation to any accounting,
      tax or other regulatory requirements regarding the non-
      Debtor Irish subsidiaries.

Mr. Forsyth says that by retaining A&L to provide restructuring
advice related exclusively to the Debtors' non-Debtor Irish
entities, A&L will be able to better focus on its respective
competencies in the reorganization of the Debtors.

He clarifies that A&L will not serve as restructuring counsel to
the Debtors in their Chapter 11 cases.  While certain aspects of
A&L's representation will necessarily involve both A&L and the
Debtors' restructuring counsel, the Debtors believe, and will
require, that the services provided by A&L will be complementary
rather than duplicative of the services to be performed by their
restructuring counsel.

The Debtors will pay for A&L's legal services on an hourly basis
in accordance with its ordinary and customary hourly rates in
effect on the date services are rendered, and will reimburse
actual and necessary out-of-pocket expenses.

A&L's applicable hourly rates for each of the above-referenced
services to be provided are:

       Partners                      EUR600
       Associates                    EUR450
       Solicitors                    EUR280 to EUR320
       Trainees/Paralegals           EUR150

David Baxter, Esq., a partner at A&L, assured the Court that his
firm is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

                       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 Hire D&P as Valuation Experts
--------------------------------------------------------
Chemtura Corp. and its units sought and obtained the Court's
authority to employ Duff & Phelps LLC to provide valuation
services related to allocation of value among certain assets nunc
pro tunc to August 12, 2009.

Stephen C. Forsyth, the Debtors' executive vice president and
chief financial officer, relates that Duff & Phelps has
significant qualifications and experience in providing services
in support of valuation efforts to companies emerging from
Chapter 11 proceedings.

As valuation experts to the Debtors, Duff & Phelps is expected
to:

  (a) assist management with an allocation of the Debtors'
      reorganization value among certain of the Debtors' assets
      for financial reporting purposes for Fresh Start
      Accounting in accordance with American Institute of
      Certified Public Accountants' Statement of Position 90-7
      "Financial Reporting by Entities in Reorganization";

  (b) assist management with an allocation of the reorganization
      value of the Debtors among certain of the Debtors' assets
      for tax reporting requirements in accordance with the U.S.
      Internal Revenue Code and related regulations;

  (c) assist Chemtura's management with the identification of
      intangible assets and liabilities to be recognized apart
      from goodwill;

  (d) assist management in the assessment, and preparation of
      analysis, of the respective fair value and remaining
      useful life of certain assets and liabilities, including
      (i) certain tangible assets; (ii) certain intangible
      assets (customer relationships and contracts, technology
      and know-how, trade names and trademarks, and in-process
      research and development); (iii) certain contingent assets
      and liabilities; and (iv) certain non-controlling
      interests;

  (e) assist management in the allocation of goodwill pursuant
      to the Statement of Financial Accounting Standards No. 142
      and estimation of the fair value of the Debtors' Reporting
      Units' Total Enterprise Value and allocate the total
      reorganization value in proportion to their TEVs; and

  (f) assist in the allocation of the reorganization value and
      the subject assets and liabilities to each of the Debtors.

The Debtors will pay Duff & Phelps on an hourly basis in
accordance with the firm's ordinary and customary hourly rates in
effect on the date services are rendered, and will reimburse the
firm of its actual and necessary out-of-pocket expenses.

The hourly rates charged by Duff & Phelps are:

       Managing Director                $585
       Director                         $525
       Vice President                   $430
       Senior Associate                 $360
       Analyst                          $250
       Administrative                    $70

Michael H. Dolan, a managing director at Duff & Phelps, assured
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                       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: Exclusive Periods Extension Sought
-------------------------------------------------
Chemtura Corp. is asking the Bankruptcy Court to extend its
exclusive period to file a Chapter 11 plan until February 11,
2010, BankruptcyData reports.  Chemtura is also asking for an
April 12, 2010 extension of its exclusive period to solicit
acceptances of that plan.  A hearing on the proposed extension is
scheduled for October 27.

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 Nod for Deal with Sprague Energy
----------------------------------------------------
Chemtura Corp. has won approval from the Bankruptcy Court of a
stipulation with Sprague Energy Corp.

Before the Petition Date, the Debtors and Sprague Energy Corp.
entered into a natural gas sales agreement, pursuant to which
Sprague supplies natural gas for certain of the Debtors'
manufacturing locations at a fixed price and volume which range
from $9 to $10 per MMBTU.

However, due to the significant decrease in the market price of
natural gas in the market, the Debtors are making payments to
Sprague in amounts exceeding the market value of the natural gas
received by up to $150,000 per month.

Accordingly, the Parties agree to amend the terms of their
original Agreement to reflect that:

  a. Sprague will supply natural gas to Chemtura Corporation for
     August 2009 and Chemtura will pay Sprague the market price
     for the natural gas, plus 50% of the price differential
     between the current market price and the contract price of
     the natural gas provided for in the Original Agreement.
     Sprague will bear the cost of the remaining 50% of the
     price differential between the market price of natural gas
     in August 2009 and the contract price for the same provided
     for in the Agreement;

  b. For the months of September 2009 through December 2009,
     Sprague will supply natural gas to Chemtura at a price
     determined in accordance with the New York Mercantile
     Exchange monthly last day settlement price and the monthly
     contract basis price;

  c. The 2009 fixed price contracts between Sprague and Chemtura
     may be liquidated at Sprague's discretion prior to the
     close of the September 2009 transaction between the
     parties.  Sprague will bear the cost of any loss incurred
     based on the difference between the contract and market
     price.  Sprague will file a general unsecured claim with
     the Court within 30 days after the Stipulation and Order is
     approved by the Court, for the full amount of the mark-to-
     market loss generated by the liquidation of the remaining
     fixed price contracts for 2009 and the loss from the
     assumption of 50% of the difference between the contract
     price and the market price by Sprague set in section (a);

  d. Chemtura will not be required to prepay for any of the
     natural gas supplied by Sprague during the remainder of
     2009 and through December 2010;

  e. The amount of the security deposit posted by Chemtura will
     be $300,000 to cover gas supply in an amount based on the
     cost of natural gas to be supplied by Sprague for the month
     of January 2010.  In the event the cost of natural gas for
     any month beyond January 2010 exceeds the security deposit
     posted, the security deposit will be increased to meet the
     increased amount.  Sprague will not be required to pay
     Chemtura the amount of any interest earned on account of
     Chemtura's security deposit;

  f. Sprague will maintain standard payment terms for Chemtura
     for the remainder of 2009, through and including December
     2010, and will not require any monthly prepay or additional
     security beyond the security deposit;

  g. Sprague agrees that Chemtura may purchase a fixed price
     supply of natural gas from Sprague through December 2010
     and up to 80% of monthly volume requirements in accordance
     with price terms to be agreed upon by the parties and
     without demand for financial assurance above the security
     deposit specified in section (e); and

  h. Except as specifically amended by the Amendments, all other
     terms and conditions of the Agreement remain in force and
     effect.

                       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 LLC: No Direct Circuit Court Appeal for Jilted Dealers
---------------------------------------------------------------
Bankruptcy Judge Arthur Gonzalez denied a request by dealers to
make a direct appeal to the U.S. Court of Appeals from an order
terminating the dealership and enjoining the pursuit of a state-
court lawsuit aimed at forcing New Chrysler to reinstate the
dealership, Bill Rochelle at Bloomberg News says.  According to
the report, Judge Gonzalez, who entered the ruling without a
hearing, says appeals involving Old Chrysler are no longer
emergencies, as the business have been sold.

Crain CDJ LLC and seven dealerships in Wisconsin has asked Judge
Gonzalez for certification of an appeal directly to the Second
Circuit on a ruling that terminated their dealership contracts.

Old Carco LLC, formerly Chrysler LLC, which has sold its business
to Fiat S.p.A., said, in response that there are no unsettled
questions or exigent circumstances that require certification of
the Appellants' appeals.  Lawyers for Chrysler also wrote in a
court filing that the dealers' claims are "inaccurate or
overstated."

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

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

                      About Chrysler LLC

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

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

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

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

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


CIRCUIT CITY: Comptroller Wants Interest on "Oversecured Claim"
---------------------------------------------------------------
The Texas Comptroller of Public Accounts timely filed a proof of
claim in the Debtors' cases for $1,690,627 for prepetition sales-
use tax.  The claim was filed as a secured claim and the Texas
Comptroller believes the claim to be an oversecured claim.  To
the extent if any shortfall in collateral value, which the Texas
Comptroller does not believe there is any, the claim is entitled
to priority treatment pursuant to Section 507(a)(8)(C) of the
Bankruptcy Code, counsel for Texas Comptroller, Mark Browning,
Esq., assistant attorney general, relates.

Additional Texas franchise taxes are due from the Debtors for
2008 and 2009, but the Debtors failed to file the required
franchise tax returns.  The exact amount of those claims are
unknown, according to Mr. Browning.

Mr. Browning states that as an oversecured creditor, the Texas
Comptroller is entitled to (i) postpetition, pre-Effective Date
interest under Section 506(b) of the Bankruptcy Code, and (ii)
post-Effective Date interest for any period during which the
Texas Comptroller's secured claim remains unpaid.

Mr. Browning argues, among other things, that the Plan "attempts
to deny the Texas Comptroller its statutory right to [Section]
506(b) interest and at the same time unilaterally declare the
Texas Comptroller's claim to be unimpaired and deny the Texas
Comptroller the right to vote on the Plan as part of an impaired
class."  The Plan does not comply with Section 506(b) of the
Bankruptcy Code and therefore, under Section 1129(a)(1), (2), and
(3), cannot be confirmed, he asserts.

In addition, the Plan fails to provide for post-Effective Date
interest on the Texas Comptroller's oversecured claim, failing to
comply with Sections 1129(b)(2)(A) and 511.  Those sections
require that post-Effective Date interest under applicable non-
bankruptcy be paid on allowed secured claims so that they receive
present value equal to the amount of the claims, Mr. Browning
notes.

Against this backdrop, the Texas Comptroller asks the Court to
deny confirmation of the Plan.

                       The Chapter 11 Plan

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/or 215/945-7000).


CIRCUIT CITY: Hain Capital Group Buys Claims
--------------------------------------------
The Bankruptcy Clerk recorded claims that changed hands in
October 2009:

                                          Claim       Amount
Transferor           Transferee           Number    Transferred
----------           ----------           ------    -----------
American Scale Corp. Liquidity Solutions,    675         $1,130
                       Inc.

Dallas Cowboys       Hain Capital             --       $133,500
  Football Club        Holdings, LLC
  Ltd. & Pro Silver
  Star, Ltd.

HRB Digital LLC,     Hain Capital Group,   14349        465,567
  f/k/a H&R Block      LLC
  Digital Tax
  Solutions, LLC

Ion Audio, LLC       Credit Suisse          6273        445,182
                       International

Martinair Inc.       Liquidity Solutions,    493        170,235
                       Inc.

THQ, Inc.            Hain Capital            747        514,159
                       Holdings, LLC

Thomson Inc., f/k/a  Hain Capital           1059        446,517
  Thomson
  Multimedia, Inc.

WE Energies          Liquidity Solutions,     --         30,784
                       Inc.

                        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/or 215/945-7000).


CIRCUIT CITY: Proposes Jan. 5 Deadline to Remove Actions
--------------------------------------------------------
Section 1452 of the Judiciary and Judicial Procedures Code
provides that a party may remove any claim or cause of action in
a civil action to the district court where that civil action is
pending, if that district court has jurisdiction of that claim or
cause of action.

In line with this, Circuit City Stores, Inc., and its debtor-
subsidiaries seek to further extend the time period within which
they may remove pending proceedings through the later of:

  (a) January 4, 2010, or

  (b) 30 days after entry of an order terminating the automatic
      stay with respect to any particular action sought to be
      removed.

The current removal period expired on October 6, 2009.

The Debtors are winding down their remaining affairs.  Moreover,
the Debtors have negotiated a consensual plan of litigation with
the Official Committee of Unsecured Creditors and have obtained
approval of the associated disclosure statement, Douglas M.
Foley, Esq., at McGuireWoods LLP, in Richmond, Virginia, relates.

The Debtors submit that the requested extension is in the best
interests of their estates and creditors because it will afford
the Debtors a sufficient opportunity to make fully informed
decisions concerning whether the Actions may and should be
removed, thereby protecting the Debtors' valuable right to
adjudicate lawsuits, according to Mr. Foley.

The Debtors' adversaries will not be prejudiced by an extension
because the adversaries may not prosecute the Actions absent
relief from the automatic stay, Mr. Foley says.  Moreover,
nothing in the Debtors' motion will prejudice any party to a
proceeding that the Debtors seek to remove from pursuing remand
pursuant to Section 1452(b) of the Judiciary and Judicial
Procedures Code, he adds.

                        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/or 215/945-7000).


CIT GROUP: Icahn Offers $6-Bil. Loan, Criticizes Board & Plan
-------------------------------------------------------------
Carl Icahn sent a letter to CIT Group's board of directors on
October 19, claiming that the company is shamelessly offering
certain large unsecured bondholders the opportunity to purchase
$6 billion in secured loans in the company at well below fair
market value.  The largest holders will be given that right at the
expense of thousands of smaller bondholders who will not be given
the same opportunity.  However, to purchase the undervalued loans
the bondholders will be required to vote in favor of the company's
proposed Exchange Offer or its Plan of Reorganization.  Mr. Icahn
stated that "this is reminiscent of the old Tammany political
machine's vote-getting tactics."

Mr. Icahn stated that the existing Board of CIT, which has reigned
over its ruin, is proposing a Plan of Reorganization which is
designed to keep the existing regime and its handpicked successors
in control of a reorganized CIT in the future as well as giving
the Board releases against certain claims that shareholders and
bondholders would have against them.

As an alternative, Icahn has offered to underwrite a $6 billion
loan which would save the company as much as $150 million in fees
to prospective lenders under the company's proposed financing.
More importantly, Icahn's offer would not force bondholders to
vote for the current plan which Icahn claims would entrench
current board members and give them releases for a range of past
acts.

Mr. Icahn stated in the letter that if the Board did not wish to
work with him on his offer to underwrite the $6.0 billion term
loan because of his "strained relationship" with the company, he
is certain that there are other banks who would be eager to
underwrite the financing, with large savings to CIT, as long as
there is not a vote-buying condition.

CIT Group acknowledged receipt of a letter from Mr. Icahn
regarding CIT's efforts to secure financing and offering to
underwrite an alternative $6 billion loan.  According to CIT, the
letter is its first indication of Mr. Icahn's interest in
underwriting an alternative financing and the Company intends to
ask Mr. Icahn for more information regarding his proposal.

According to the statement, CIT and its Board of Directors, in
consultation with the Steering Committee of CIT Lenders, has
developed a comprehensive restructuring plan designed to enhance
its capital levels, bolster liquidity and return the Company to
profitability. Over the past several months, CIT has actively
solicited competitive financing proposals and remains open to
securing financing on the most beneficial terms.

                      Icahn's Letter to Board


     Board of Directors
     CIT Group, Inc
     505 Fifth Avenue
     New York, NY 10017

                                           October 19, 2009


     Ladies and Gentlemen:

     I am reaching out to you to address what I view as the latest
     example of incompetent and unconscionable behavior on the
     part of the Board of Directors of CIT.  Specifically, I am
     referring to approximately $6.0 billion in a secured term
     loan currently being offered by the company.  The economics
     offered to prospective lenders are well in excess of what the
     current syndicated loan market should dictate, given the
     loan's collateral coverage.  This loan is a bad-faith attempt
     to buy votes for the company's Exchange Offer/Plan of
     Reorganization, since all prospective lenders must vote their
     CIT debt in favor of the company's plan in order to receive
     an allocation of the new loan.  The FDIC currently has a
     cease-and-desist order outstanding against your Utah Bank,
     and we would propose to issue our own cease-and-desist order
     against your rigging the voting process.

     The Board of CIT, after years of mismanaging our assets, has
     over the past year pleaded with the government to bail them
     out.  The government, after studying the problems at our
     company, flatly turned down the bail-out. So now the Board,
     in their wisdom, has determined to ask the unsecured
     creditors of CIT to bail them out by voting to approve a pre-
     packaged bankruptcy plan.  The plan would, of course, give
     the Board releases against certain claims that shareholders
     and bondholders would have against them, and I believe there
     are many. Even worse, the plan would leave a majority of the
     existing Board, or their chosen successors, in control of our
     company for years to come. The company argues that they must
     stay in control because a change of control at the company
     might cause the Federal government to close down our very
     small bank. Interestingly, the government has already
     effectively shut down the bank by issuing a "cease and
     desist" order. Ironically, based on the actions of the
     government concerning our present Board, we believe that a
     complete change in the Board would be a positive, rather than
     a negative, factor in influencing the government to
     resuscitate our bank.

     We agree with the Board on one thing, that CIT's roughly
     $60 billion of assets should be allowed to be "run-off" or
     sold. However, as CIT's largest creditor, we see no reason
     that the current Board (whose negligence created this mess in
     the first place) should continue to control our company.
     Furthermore, the Board would have us remain a bank holding
     company even though our banking operations are effectively
     shut down. The incremental value which may, hypothetically,
     be built through the bank several years down the road pales
     in comparison to the loss of value which would likely occur
     if this Board, like the proverbial fox in the henhouse, is
     left in place to manage our $60 billion in assets.

     In the proposed plan to "bail-out" the Board at the expense
     of most bondholders, the new term loan would amend and
     increase the company's existing $3.0 billion first lien
     secured facility and would result in term debt of
     approximately $9.0 billion. The term debt would be secured by
     a first lien on virtually all of the company's unencumbered
     assets, which currently total over $30 billion. In exchange
     for committing to and funding the term loan, the company is
     offering prospective lenders a total of 5.0% in commitment
     and funding fees, for a total cost to the company of
     $300 million in addition to an interest rate of at least
     9.50%. In light of the gross over-collateralization and rich
     pricing being offered to investors, we view this upfront
     payment as excessive. (By way of example, when the company
     arranged its $3.0 billion existing term loan in July, 2009,
     lenders were also paid 5.0% for their commitment in the form
     of original issue discount. Once freed to trade in the
     secondary market the loan immediately traded to approximately
     105% of par, indicating that a 5.0% OID was far greater than
     what was necessary to syndicate the facility. While the
     structure and pricing for the two facilities differ somewhat,
     it is obvious to us that the company is once again destroying
     value.)

     Were the transaction a simple financing with no requirements
     to vote in favor of the company's proposal, we would
     attribute the exorbitant payment to continued incompetence on
     the part of a Board and management team which has brought the
     company to the brink of bankruptcy. (This new credit
     facility, the existing term facility and the Goldman Sachs
     swap financing completed in 2008 are only a few recent
     examples which demonstrate that those running the company are
     incompetent, or worse, when seeking funding in the capital
     markets -- disturbing given that CIT is a financial
     institution for whom the capital markets are its lifeblood).
     However, what is even more reprehensible than the wasted
     money is that this money is being used to buy votes to
     entrench and protect the current Board.

     We cannot sit idly by and watch you continue to destroy the
     value of the bondholders' assets, in this case by
     outrageously overpaying fees in order to induce your largest
     bondholders to vote for a plan which benefits and leaves in
     place an entrenched Board of Directors in charge of our
     company following its restructuring or bankruptcy. We will
     vote on your plan at the end of the month and I call on you
     to make this a fair vote. As such, subject to documentation
     acceptable to us which could be done in a matter of days, we
     are prepared to underwrite an alternative term loan on
     substantially the same terms and conditions as the currently
     proposed Expansion Term Facility outlined in the term sheets
     dated and sent to us September 30, 2009, with two
     modifications: (i) we will charge a 1.25% commitment fee and
     a 1.25% funding fee, for a total of 2.50% (exactly 50% of the
     currently proposed fees), and (ii) we will not require an
     affirmative vote for the company's Exchange Offer and/or Plan
     of Reorganization as a pre-condition to lenders participating
     in the financing.

     We are eager to move forward on the financing, which will be
     offered to all bondholders. This will be a first step toward
     protecting the value of our assets. We look forward to
     working with you and your advisors to complete documentation
     for the facilities. However, if you do not wish to work with
     me because of our "strained relationship," I am certain that
     there are a number of other banks who would also be eager to
     underwrite the financing, with large savings to CIT, as long
     as there is not a vote-buying condition.


     Sincerely

     Carl C. Icahn

                        Restructuring Plan

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.

CIT Group Inc. on October 16 amended its restructuring plan to
further build bondholder support. The amended terms of the
restructuring plan include, among others:

    * A comprehensive cash sweep mechanism to accelerate the
      repayment of the new notes;

    * The shortening of maturities by six months for all new notes
      and junior credit facilities;

    * An increased amount of equity offered to subordinated debt
      holders reflecting agreements with holders of the majority
      of its senior and subordinated debt;

    * The inclusion of the notes maturing after 2018 that had
      previously not been solicited as part of the exchange offer
      or plan of reorganization;

    * An increase in the coupon on Series B Notes, to 9% from 7%,
      being issued by CIT Delaware Funding; and

    * Provided preferred stock holders contingent value rights in
      the plan of reorganization, and modified the allocation of
      common stock in the recapitalization after the exchange
      offers, as part of an agreement with the United States
      Department of Treasury.

                       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.


CMR MORTGAGE: Wants Obtain $6 Million DIP Financing From Investors
------------------------------------------------------------------
CMR Mortgage Fund II, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for permission to:

   a) borrow $5,000 each from two lead investors;

   b) transmit its draft private placement memorandum to certain
      qualified, accredited investors, including existing members
      of the Debtor who are willing advance funds on the same
      terms; and

   c) solicit a total of $1 million to $6 million in financing
      from investors.

The Debtor relates it is prohibited from issuing stock in exchange
for the contributions from individual investors and must therefore
resort to a debt offering to generate the funds it needs to pay
debt service and operate.

No third parties are willing to advance funds to Debtor on an
unsecured basis without priority.

The Debtors add that Garry Samuels and Don Strouzas, investors,
stepped forward as the first to agree to loan funds to protect
their investments.

                   Salient Terms of DIP Financing

Loan Amount:                     $1 million to $6 million

Interest Rate:                   12% per annum.

Liens, Payments, Or
Other Adequate Protection:       Noteholders are to receive
                                 administrative priority

Maturity Date:                   December 31, 2014

Events of Default:               Non-payment of principal plus
                                 interest at maturity.

Borrowing Conditions:            Minimum participation of loans
                                 totaling $1 million and approval
                                 of the U.S. Bankruptcy Court

                     About CMR Mortgage Fund II

San Francisco, California-based CMR Mortgage Fund II, LLC, is a
limited liability company organized for the purpose of making or
investing in business loans secured by deeds of trust or mortgages
on real properties located primarily in California.   The Company
previously funded lending activities through loan pay downs or pay
offs, as well as by selling its membership interests, and by
selling all or a portion of interests in the loans to individual
investors.  The Company commenced operations in February 2004.
The Company ceased accepting new members in the third quarter of
2006.

The Company filed for Chapter 11 protection on March 31, 2009
(Bankr. N. D. Calif. Case No. 09-30788).  Robert G. Harris, Esq.,
at the Law Offices of Binder and Malter, represents the Debtor as
counsel.  The Debtor listed between $10 million and $50 million
each in assets and debts.


CONSECO INC: Fitch Assigns 'B-/RR6' Rating on Senior Debt Issue
---------------------------------------------------------------
Fitch Ratings has affirmed all the ratings assigned to Conseco
Inc. and its subsidiaries and removed the ratings from Rating
Watch Negative.  Fitch has assigned a Negative Rating Outlook to
the ratings.  In addition, Fitch has assigned a 'B-/RR6' rating to
Conseco's new 7% convertible senior debt issue.  See the full
ratings list at the end of this release.

Fitch placed Conseco's ratings on Rating Watch Negative on
March 3, 2009.  The current affirmation and Watch removal reflect
the company's recently announced capital transactions, which:

  -- Remove 2010 refinancing risk by replacing Conseco's 3.5%
     convertible debentures that are puttable in September 2010
     with a new debenture maturing in 2016;

  -- Provide additional equity capital.

Fitch expects that by addressing its refinancing risk, Conseco
will avoid an audit opinion for 2009 financial statements with a
'going concern' qualifier.  Inclusion of such an opinion would be
considered a covenant violation under Conseco's secured credit
agreement.

The Negative Outlook reflects Fitch's concern regarding the
potential for higher than expected investment losses and its
impact on Conseco's capital, earnings, and ability to stay in
compliance with the financial covenants in Conseco's secured bank
facility.  Temporary covenant relief granted under the bank
facility expires and covenants revert back to previous levels in
the third quarter.  Based on Conseco's financial position on
June 30, 2009, the company is very close to a covenant violation
under the previous levels.  The covenants of immediate concern are
those related to statutory capital and risk based capital ratio.

Based on a detailed analysis of Conseco's investment portfolio
using Fitch's stress testing methodology, Fitch's base case
projection for investment losses is in the range of
$200-$250 million for the remainder of 2009-2010.

Fitch notes that the company is currently working on various
initiatives, such as a public equity offering of at least
$200 million, which Fitch believes are important in the effort to
improve statutory capital.  Fitch also expects continuation of the
progress the company has made in improving operating performance
in its business lines.

Fitch has affirmed these ratings with a Negative Outlook and
removed the ratings from Rating Watch Negative:

Conseco, Inc.

  -- Issuer Default Rating at 'B+';
  -- Senior secured bank credit facility at 'B+/RR4';
  -- Senior unsecured debt at 'B-/RR6'.

Bankers Life and Casualty Company

  -- Insurer Financial Strength at 'BBB-'.

Conseco Life Insurance Company
Bankers Conseco Life Insurance Company
Conseco Insurance Company
Conseco Health Insurance Company
Colonial Penn Life Insurance Company
Washington National Insurance Company

  -- IFS at 'BB+'.


COYOTES HOCKEY: Glendale Spent $2.1MM on Outside Consultants
------------------------------------------------------------
The city of Glendale has spent about $2.1 million on outside
consultants to keep the National Hockey League's Phoenix Coyotes
from relocating, public records show.  The Associated Press
reports that Glendale has used the money on two legal firms, three
sports-business experts, and a media spokesperson in trying to
protect the city's investment in Jobing.com Arena.  Glendale
officials said that the city could use lose $500 million if
Phoenix Coyotes left the city, as the city depends on the sales
taxes from shops and restaurants in the district as well as on
fees that the team pays to play at the arena, to pay off the
$180 million that Glendale spent on the facility, The AP states.

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


COYOTES HOCKEY: Hearing on Team Sale Set for October 26
-------------------------------------------------------
Carrie Watters at The Arizona Republic reports that Phoenix
Coyotes will discuss what it will take to sell the team to the
National Hockey League and get it out of bankruptcy during a
hearing set for October 26.  Lawyers of Phoenix Coyotes' unsecured
creditors have been working with the NHL to revise its bid so that
the team can be sold and creditors paid.  Court documents say that
the hearing would "ensure that any renewed NHL offer will satisfy
the court's concerns."

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


CROCS INC: PNC Loan Amendment Decreases Net Worth Requirement
-------------------------------------------------------------
Crocs, Inc., its subsidiaries, Crocs Retail, Inc., Crocs Online,
Inc., Ocean Minded, Inc., Jibbitz, LLC and Bite, Inc., and PNC
Bank, National Association, on October 14, 2009, entered into
First Amendment to Revolving Credit and Security Agreement to
clarify the intentions and understandings of the parties with
respect to the tangible net worth financial covenant contained in
the Revolving Credit and Security Agreement dated September 25,
2009.

The Amendment decreases the Borrowers' minimum tangible net worth
requirement from $266 million to $205 million, measured at the end
of each fiscal quarter, commencing with the fiscal quarter ending
December 31, 2009.

A full-text copy of the First Amendment to Revolving Credit and
Security Agreement is available at no charge at:

                http://ResearchArchives.com/t/s?4721

                          About Crocs Inc.

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

                        Going Concern Doubt

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

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

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


DEL MONTE: Tender Offer for 8-5/8% Notes Closes
-----------------------------------------------
Del Monte Foods Company previously announced that its wholly owned
subsidiary Del Monte Corporation had commenced a cash tender offer
for any and all of its 8-5/8% Senior Subordinated Notes due 2012,
of which $450 million principal amount were outstanding at such
time.  In conjunction with the Tender Offer, Del Monte also
solicited consents to adopt proposed amendments to the indenture
under which the Notes were issued, dated as of December 20, 2002,
that would eliminate substantially all restrictive covenants and
certain event of default provisions contained in the Indenture.
On October 1, 2009, the Company announced that as of 5:00 pm, New
York City time, on September 30, 2009, $438,748,000 aggregate
principal amount of the Notes had been validly tendered and not
withdrawn, which represented approximately 97.5% of the
outstanding aggregate principal amount of the Notes.  Del Monte
accepted for purchase and payment all of such tendered Notes.

The Company announced October 16 that an additional $1,785,000
aggregate principal amount of Notes, or approximately 0.4% of the
original outstanding aggregate principal amount of the Notes, were
validly tendered and not withdrawn after the Consent Time but at
or prior to 11:59 p.m., New York City time, on October 15, 2009,
pursuant to the Tender Offer.  The Expiration Date marks the
expiration of the Tender Offer.  Del Monte accepted for purchase
and payment all of such additional Notes.

The remaining $9,467,000 principal amount of the Notes that were
not tendered and purchased pursuant to the Tender Offer currently
remain outstanding and the holders thereof are subject to the
terms of the Indenture, as amended by the terms of the Second
Supplemental Indenture entered into on September 30, 2009 and
effective October 1, 2009.

BofA Merrill Lynch and Barclays Capital served as joint Dealer
Managers and Solicitation Agents and Global Bondholder Services
Corporation served as Information Agent and Depositary for the
Offer.

                        About Del Monte Foods

Based in San Francisco, California, Del Monte Foods Company (NYSE:
DLM) -- http://www.delmonte.com/-- is one of the country's
largest and most well-known producers, distributors and marketers
of premium quality, branded food and pet products for the U.S.
retail market, generating approximately $3.6 billion in net sales
in fiscal 2009.  Its brands including Del Monte(R), S&W(R),
Contadina(R), College Inn(R), Meow Mix(R), Kibbles `n Bits(R),
9Lives(R), Milk-Bone(R), Pup-Peroni(R), Meaty Bone(R),
Snausages(R) and Pounce(R), Del Monte products are found in eight
out of ten U.S. households.  The Company also produces,
distributes and markets private label food and pet products.

Del Monte Foods carries 'BB-' issuer credit ratings from Standard
& Poor's and a 'BB' long term issuer default rating from Fitch.


DELTA AIR LINES: Resumes Talks with Japan Airlines
--------------------------------------------------
Japan Airlines Corp. is likely to incur a group operating loss of
around JPY200 billion in fiscal 2009, much bigger than earlier
projected operating loss of 59 billion yen, Kyodo News reports.

The news agency, citing sources close to the matter, says the
latest forecast has been presented to JAL's main creditors by a
task force of corporate turnaround experts recently launched by
the government to evaluate the airline's assets.

According to Kyodo, the sources said the swelling loss expected
for the year through March 31 is due to increases in spending
needed for downsizing JAL's corporate structure and workforce, in
addition to sluggish revenues from its operations.

Kyodo says JAL may also consider selling JAL Hotels Co., a
subsidiary which runs about 60 hotels in Japan and abroad, and
closing a total of 27 offices globally over the next two years.

                    Talks with Delta, AMR Resumed

Japan Airlines resumed talks with Delta Air Lines Inc. and AMR
Corp.'s American Airlines over a possible capital alliance,
Bloomberg News reports.

Executives from the two U.S. carriers visited Tokyo in the last
two weeks and may return this month, Bloomberg discloses citing
three people familiar with the matter, who declined to be
identified because the talks aren't public.

According to Bloomberg, the carrier will also release a revised
restructuring plan, drawn up with a state-appointed panel, by
month's end.

The Troubled Company Reporter-Asia Pacific reported on October 7,
2009, that Japan Airlines was planning to put on hold alliance
talks held separately with Delta Air Lines and AMR Corp's American
Airlines.  JAL has decided to focus first on putting together a
restructuring plan with the government task force that is
overseeing the airline's revival.

As reported by the TCR on Sept. 15, 2009, AMR Corp. and Delta Air
are reportedly in separate talks with Japan Airlines to forge an
expansive joint venture with the carrier.  The Wall Street Journal
said that American Airlines would also consider taking a minority
stake in JAL, although any such investment would likely be capped
at hundreds of millions of dollars.  Delta is also negotiating to
acquire a minority stake of around US$300 million in JAL.  The
Journal relates that Delta wants JAL to join its rival SkyTeam
alliance.

                       Restructuring Plan

As reported in the TCR-Asia Pacific on Sept., 2009, Japan Today
said that a team of government-appointed corporate turnaround
experts was set up on September 25 to create a restructuring plan
for struggling Japan Airlines.

The move effectively gives JAL two more months to review options
after transport minister Seiji Maehara questioned the feasibility
of its original plan.

The team, which will make a recommendation to the transport
minister by late October or early November, will be led by
Shinjiro Takagi, who served as chairman of the decision-making
panel of the now-defunct Industrial Revitalization Corp. of Japan,
the body which assisted heavily indebted but otherwise viable
firms from 2003 to 2007.

The team will take charge of due diligence on JAL's assets and
will scrutinize its business improvement plan to offer advice for
the future direction of the airline, according to Japan Today.

                       About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-
based holding company that is active in five business segments
through its 225 subsidiaries and 82 associated companies.  The Air
Transportation segment is engaged in the operation of passenger
and cargo planes.  The Air Transportation-Related segment is
engaged in the transportation of passengers and cargoes, the
preparation of in-flight food catering, the maintenance of
aircraft and land equipment, as well as the fueling business.  The
Travel Planning and Marketing segment is involved in the planning
and sale of travel packages.  The Card and Leasing segment is
engaged in the provision of finance, cards and leasing services.
The Others segment is involved in businesses related to hotels,
resorts, logistics, wholesale, retail, real estate, printing,
construction, manpower dispatch, as well as information and
communication.  The Company has numerous global operating
locations.

JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                          *     *     *

As reported in the Troubled Company Reporter-Asia Pacific on
February 11, 2009, Moody's Investors Service changed the outlook
on the Ba3 long-term debt rating and issuer rating of Japan
Airlines International Co. Ltd. to negative from positive.  The
outlook change reflects Moody's view that JALI's profitability is
likely to remain pressured amid the recent sharp decline in
airline passenger demand.

Japan Airlines continues to carry Standard & Poor's Ratings 'B+'
LT Foreign & Local Issuer Credit.  The outlook is positive.

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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


DOLLAR THRIFTY: Expects 12% Drop in Q3 Vehicle Rental Revenues
--------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., said based on preliminary
results, it expects vehicle rental revenues for the third quarter
of 2009 to decrease approximately 12% compared to the third
quarter of 2008, as an approximate 12% improvement in pricing on a
year-over-year basis did not fully mitigate an approximate 21%
decline in transaction days.  Location closures represented
approximately 4% of the decline in transaction days, while the
remaining decline resulted from lower demand for Dollar Thrifty's
services at its current price point and a planned reduction in its
fleet capacity as part of the Company's focus on return on assets.

"Optimizing the mix between pricing and volume is a primary focus
area for the Company in 2009.  I am pleased to report for the
second consecutive quarter that the Company achieved a double-
digit increase in rate per day compared to the prior year period,
and also achieved its revenue targets for the quarter.  One other
highlight was that for the month of September, rental revenues
were down only 3% compared to September 2008, indicating we may
have seen the worst of the rental revenue declines for this
business cycle," said Scott L. Thompson, Chief Executive Officer
and President.

Dollar Thrifty said the data relating to the third quarter results
are preliminary estimates based on information available at this
time, and will be updated in conjunction with the Company's third
quarter earnings release.

              About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com/,
http://www.dollar.com/and http://www.thrifty.com/-- is
headquartered in Tulsa, Oklahoma.  The Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve value-conscious travelers
in over 70 countries.  Dollar and Thrifty have over 600 corporate
and franchised locations in the United States and Canada,
operating in virtually all of the top U.S. and Canadian airport
markets.  The Company's approximately 6,400 employees are located
mainly in North America, but global service capabilities exist
through an expanding international franchise network.

As of June 30, 2009, the Company had $2.58 billion in total assets
and $2.35 billion in total liabilities.

                          *     *     *

The TCR said April 6, 2009, that Standard & Poor's Ratings
Services lowered its ratings on DTAG, including the long-term
corporate credit rating to 'CCC' from 'CCC+'.  The outlook is
negative.


DRYSHIPS INC: Appoints Ziad Nakhleh as Chief Financial Officer
--------------------------------------------------------------
DryShips Inc. has named Ziad Nakhleh as the Company's Chief
Financial Officer effective November 1, 2009.  The position was
previously occupied on an interim basis by Mr. George Economou,
Chairman and Chief Executive Officer.

Mr. Nakhleh, 37, has over 12 years of finance experience.  From
January 2005 to September 2008, he served as Chief Financial
Officer of Aegean Marine Petroleum Network Inc., a publicly traded
marine fuels logistics company listed on the New York Stock
Exchange, where he led the company's $200 million IPO in December
2006.  During his tenure at Aegean, Mr. Nakhleh as well as
managing the corporate finance and accounting aspects of the
company, was extensively involved in maintaining investor
confidence and contributing to the expansion of the company by way
of corporate and asset acquisitions.

For the past year, he was engaged in a consulting capacity to
various companies in the shipping and marine fuels industries.
Prior to his time with Aegean, Mr Nakhleh was employed at Ernst &
Young and Arthur Andersen in Athens.  Mr. Nakhleh is a graduate of
the University of Richmond in Virginia and is a member of the
American Institute of Certified Public Accountants.

George Economou, Chairman and Chief Executive Officer, commented:
"We are pleased to have Ziad join our management team.  He is a
welcome addition to Dryships and his capital and debt markets
experience will be valuable going forward.  We now have an
experienced and talented senior management team in place to help
manage and grow DryShips".

As reported by the Troubled Company Reporter, DryShips on
October 13 said that it has signed agreements with Nord LB and
West LB on waiver terms for $116 million and $67 million
respectively of our outstanding debt.  Mr. Economou said, "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".


DRYSHIPS INC: To Release Quarterly Results on October 26
--------------------------------------------------------
DryShips Inc. will release its results for the third quarter and
nine months ended September 30, 2009, after the market closes in
New York on Monday, October 26.

DryShips' management team will host a conference call the
following day on Tuesday, October 27, 2009, at 8:30 a.m. Eastern
Daylight Time to discuss the Company's financial results.

Conference Call details:

Participants should dial into the call 10 minutes before the
scheduled time using the following numbers: 1(866) 819-7111 (from
the US), 0(800) 953-0329 (from the UK) or +(44) (0) 1452 542 301
(from outside the US). Please quote "DryShips".

A replay of the conference call will be available until
October 29, 2009.  The United States replay number is 1(866) 247-
4222; from the UK 0(800) 953-1533; the standard international
replay number is (+44) (0) 1452 550 000 and the access code
required for the replay is: 2133051#

Slides and audio webcast:

There will also be a simultaneous live webcast over the Internet,
through the DryShips Web site.  Participants to the live webcast
should register on the website approximately 10 minutes prior to
the start of the webcast.

As reported by the Troubled Company Reporter, DryShips on
October 13 said that it has signed agreements with Nord LB and
West LB on waiver terms for $116 million and $67 million
respectively of our outstanding debt.  Mr. Economou said, "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".


ELECTROGLAS INC: Access to DIP Financing Expires October 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in its
first amended final order, extended until Oct. 30, 2009,
Electroglas, Inc.'s access to the $2,000,000 of postpetition
financing from QVT Fund LP, Quintessence Fund L.P., Peninsula
Master Fund Ltd. and Peninsula Technology Fund LP.

As reported in the Troubled Company Reporter on July 29, 2009, the
DIP facility will be secured by senior first-priority liens upon
all prepetition and post-petition property of the Debtors.  The
DIP liens will be subject only to the first prepetition liens of
Comerica Bank and the carve-out for professional fees, U.S.
Trustee fees, and Bankruptcy Court fees.  The DIP lenders are also
granted superpriority claims with priority over all administration
expenses, other than superpriority claims granted to Comerica and
the Carve-Out.

Under the DIP agreement, the interest rate will be 12% p.a. and
default interest will be 14% p.a.

The Debtors also received authorization to use cash collateral of
Comerica and the Note Parties to fund operating expenses and fund
professional and other fees associated with the sale of
substantially all of the Debtors' assets.

The Note Parties refer to the holders of the Debtors' 6.25% notes
due 2027, and Bank of New York Mellon Trust Company, N.A., as
trustee and collateral agent for the noteholders.

The Debtors' access to the DIP financing will expire on the
earliest to occur of (a) Oct. 30, 2009; (b) the closing of a sale
of the Debtors' assets, (c) the effective date of a plan of
reorganization for any of the Debtors confirmed pursuant to
Section 1129 of the Bankruptcy Code, or (d) the date that is the
commitment termination date (as defined in the DIP Credit
Agreement) and (e) the occurrence of a DIP Event of a Default
and/or Cash Collateral Event of Default.

As adequate protection for any diminution in the value of its
interest in the prepetition collateral, including cash collateral,
Comerica is granted replacement liens upon all present and after-
acquired property of the Debtors, and superpriority claims, senior
in all respects to the DIP liens and superpriority claims granted
to the DIP lenders and the replacement liens and superpriority
claims granted to the note parties, subject and subordinate only
to the Carve-Out.

                      About Electroglas, Inc

San Jose, California-based Electroglas, Inc., supplies
semiconductor manufacturing test equipment and software to the
global semiconductor industry, and have been in the semiconductor
equipment business for more than 40 years.  The Debtors' other
major source of revenue comes from their business of designing,
manufacturing, selling and supporting motion control systems for
advanced technologies.

The Company and Electroglas International, Inc., filed for Chapter
11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416).
David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper
Hamilton LLP represent the debtors in their restructuring efforts.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.  The Debtors listed total assets of
$19,625,000 and total debts of $31,542,000.


EPIX PHARMACEUTICALS: FDA Approves Physician-Sponsored IND
----------------------------------------------------------
The U.S. Food and Drug Administration has approved a Physician-
Sponsored IND and continuation of the fourth 6-month open label
extension of PRX-03140, a novel 5HT4 partial agonist for the
potential treatment of Alzheimer's Disease.  The patient was
enrolled initially in a two week Phase 2a study in August 2007
where she received 100 mg per day of PRX-03140 in combination with
her normal daily dose of Aricept((R))(10 mg).  Based on the marked
progress during the original two week study, the patient's
daughter sought continued compassionate use of PRX-03140 for her
mother and a protocol was submitted to the FDA and approved.  The
progress seen in the first 2-week study has continued during the
past two years (19 months of dosing) and four FDA approved 6-month
open label extensions.  The latest open label extension will be
administered under a new Physician-Sponsored IND under the
supervision of Dr. Lucy Hornstein.  "When I was approached by the
patient's daughter to continue the compassionate use therapy of
PRX-03140 for her mother, I was compelled by the progress her
mother had experienced and the overall apparent safety of the
drug," notes Dr. Hornstein.

On July 20, 2009, EPIX Pharmaceuticals, Inc., entered into an
Assignment for the Benefit of Creditors in accordance with
Massachusetts law.  The purpose of the Assignment is to conclude
the Company's operations and provide for an orderly liquidation of
its assets.  The Assignment is a common law business liquidation
mechanism under Massachusetts law that is an alternative to a
formal bankruptcy proceeding.  Under the terms of the Assignment,
the Company transferred all of its assets to an assignee for
orderly liquidation and distribution of the proceeds to the
Company's creditors.  The designated assignee for the Company is
Joseph F. Finn, Jr. at Finn, Warnke & Gayton, 167 Worcester
Street, Suite 201, Wellesley Hills, MA 02481.

The PRX-03140 program will be sold at auction on Wednesday,
October 21 at 3 pm EDT.

               About Joseph F. Finn, Jr., C.P.A.

Joseph F. Finn, Jr., C.P.A., is the founding partner of the firm,
Finn, Warnke & Gayton, Certified Public Accountants of Wellesley
Hills, Massachusetts.  He works primarily in the area of
management consulting for distressed enterprises, bankruptcy
accounting and related matters, such as assignee for the benefit
of creditors and liquidating agent for a corporation.  He has been
involved in a number of loan workouts and bankruptcy cases for 35
years.  His most recent Assignments for the Benefit of Creditors
in the biotech field include Spherics, Inc., ActivBiotics, Inc.,
and Prospect Therapeutics, Inc.

                    About EPIX Pharmaceuticals

EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform.  The company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions.  EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.

As reported by the Troubled Company Reporter, EPIX on July 20,
2009, entered into an Assignment for the Benefit of Creditors in
accordance with Massachusetts law.  Following the Company's
unsuccessful efforts to effect a strategic alternative, including
a financing, recapitalization, sale or disposition of corporate
assets, merger or strategic business combination, the Company's
Board of Directors determined it was in the best interests of the
enterprise to cease the Company's operations and to provide for an
orderly liquidation of its assets by entering into the Assignment.


ERICKSON RETIREMENT: Files for Ch 11; Redwood Agrees to Buy Assets
------------------------------------------------------------------
Erickson Retirement Communities LLC has filed for Chapter 11
bankruptcy protection, listing more than $1 billion in assets and
more than $1 billion in liabilities owed to 254 creditors,
including Wells Fargo & Co. and the Garnet Valley School District.

According to Anton Troianovski at The Wall Street Journal,
Erickson Retirement said that it reached an agreement to sell its
assets to Redwood Capital Investments LLC, an investment company
controlled by a Baltimore staffing-services entrepreneur.  The
Journal states that the terms of Redwood Capital's bid weren't
disclosed but Erickson Retirement said that the lenders support
the agreement, which still requires bankruptcy court approval.
The report says that other bidders could still emerge.

The Journal states that Erickson Retirement's two Chicago-area
communities warned bondholders in June that they may need to seek
bankruptcy protection and in July, the Company lost an Ohio
development to foreclosure.

The Journal relates that Erickson Retirement is faced with a heavy
debt load taken on during a boom-time expansion, as continuing-
care retirement communities like those built by the Company were
popular development projects during the credit boom.  With the
rapid expansion in recent years, the Company is left vulnerable to
the credit crunch and the housing bust that followed, The Journal
says.  The Journal notes that people have been moving into new
Erickson communities more slowly than projected.

A Senate committee has asked the Government Accountability Office
to examine whether the communities are sufficiently regulated, The
Journal reports.

Erickson Retirement Communities LLC is one of the biggest
developers of retirement communities.  Erickson Retirement helped
pioneer "continuing-care retirement communities," which offer
independent living, assisted living, and skilled nursing care on
the same campus.  Erickson Retirement develops the communities and
leases them to not-for-profit corporations, which enter into a
management contract with Erickson and raise tax-exempt bonds to
purchase the real estate from the company.  Erickson Retirement
manages 19 retirement communities that are home to 23,000
residents.


ESCADA AG: Insolvency Court Appoints Creditors' Committee
---------------------------------------------------------
Pursuant to a notice addressed to holders of 7.5% Escada AG
Senior Notes due 2012, the Company said that the Regional Court
of Munich in Germany appointed a preliminary committee of
creditors in Escada AG's Insolvency Proceeding, according to a
Bloomberg News report dated October 13, 2009.

The Preliminary Creditors' Committee, which the German Insolvency
Court appointed pursuant to a decree dated August 27, 2009,
consists of:

  (1) a member of the works council of the Escada AG, as
      issuer to an Indenture dated March 23, 2005;

  (2) an employee of the Works Agency Munich; and

  (3) a member of the board of one of the Issuer's
      suppliers or service providers.

By further decree dated September 29, 2009, the German Insolvency
Court appointed these two additional members to the Preliminary
Creditors' Committee.  They are:

  (1) HypoVereinsbank AG, Unterfohring; and

  (2) the lawyer, Dr. Bernd Meyer-Lowy, with address at
      Kirkland & Ellis International LLP, in Munich.

The March 2005 Indenture, which relates to the EUR200,000,000
7.5% Notes due 2012 issued by Escada AG, as amended, was reached
among these parties:

  * The Bank of New York Mellon, successor-in-interest to The
    Bank of New York, as indenture trustee, registrar,
    transfer agent, and principal paying agent;

  * Escada (USA) Inc., ESCADA (U.K.) Ltd., Escada (Asia) Ltd.,
    Primera Holding GmbH, Primera GmbH & Co. KG, Apriori
    Textilvertriebs GmbH, Cavita Fashion GmbH, Primera
    Retail GmbH, Laurel GmbH and Primera (Far East) Limited, as
    initial Subsidiary Guarantors; and

  * The Indenture Trustee and BNY Financial Services PLC, as
    Irish Paying Agent.

The German Insolvency Court stated that it will become necessary
within the preliminary Insolvency Proceedings to take, or
prepare for taking, important decisions regarding the future
business of Escada AG.  The appointment of the Preliminary
Creditors' Committee will serve the purpose to let the creditors
participate in such decisions to be taken or to be prepared.

As of October 15, 2009, The Bank of New York Mellon, as Trustee
to the Indenture, has not been appointed to the Preliminary
Creditors' Committee.  BoNY Mellon can be appointed to the
Committee at the German Insolvency Court's discretion.

Under the German Insolvency Code, members of the Preliminary
Creditors' Committee will (i) support and supervise the
Preliminary Insolvency administrator's execution of office, and
(ii) keep themselves informed of the course of business, and
(iii) inspect the books and records and examine the transaction
of funds and money holdings.

The members of a the Preliminary Creditors' Committee will be
liable for damages to all creditors with a right to separate
satisfaction, and all insolvency creditors if they voluntarily or
negligently violate their duties.

The German Insolvency Court may appoint a creditors' committee
"after opening of (final) insolvency proceedings but before the
first creditors' assembly" is held.  The German Insolvency Code
provides that after opening of Final Insolvency Proceedings, the
Creditors' Assembly will decide whether to establish a creditors'
committee.  The Creditors' Assembly may specifically (i) vote for
the dismissal of members appointed by the Insolvency Court, and
(ii) appoint other or additional members to the Committee.

While the German Insolvency Code does not explicitly provide the
possibility to appoint a Preliminary Creditors' Committee within
Preliminary Insolvency Proceedings, several insolvency courts --
among them the German Insolvency Court in the preliminary
insolvency proceedings over the assets of Escada AG -- have
appointed preliminary creditors' committees before the opening of
final insolvency proceedings.

Accordingly, the provisions of the German Insolvency Code
regarding the creditors' committee should apply mutatis mutandis,
the Notice specified, according to Bloomberg.

                         About ESCADA AG

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

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

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

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

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


ESCADA AG: More Than 10 Investors Express Interest for Assets
-------------------------------------------------------------
Escada AG has drawn interest from "some 10 to 20 investors from
all over the world," consisting of fashion companies, financial
investors and wealthy families, each of which have handed in
their non-binding offers to Insolvency Administrator Dr.
Christian Gerloff, Reuters reports, citing an unnamed source.

Escada AG said in September 2009, that it is seeking a buyer "for
the whole company, including its Escada USA unit."

The potential investors' final offers are due by the end of
October 2009, as Escada AG plans to present its new owner to the
public at the beginning of November.  The best proposal, not
necessarily the highest bid, could secure Escada AG's future, the
source told Reuters.

As previously reported, Escada AG has gained interest from
potential buyers from Germany and abroad, including German
billionaires and Escada AG shareholders Wolfgang and Michael
Herz, private equity firms Change Capital LLP, Vestar Europe and
Sun Capital Partners Inc., LVMH Moe Hennessy Louis Vuitton SA and
PPR SA.  Notably, Nickolaus Becker, former chairman of EM.TV AG,
is the only party to have publicly informed Dr. Gerloff of his
interest in the Escada assets.

In a separate report, shareholder Rustam Aksenenko sold 15,000
shares of stock at Escada AG at a price of EUR0.67 per share,
Reuters says.  In September 2009, the Herz Brothers also trimmed
their holdings in the Company to below 20% from close to 25%.

Escada AG is rushing its buyer hunt.  It is aiming to close a
deal by early November 2009, because its financing will run out
by December at the latest.  The Company "needs about
EUR30
million, or $44.33 million, in fresh capital," Reuters specifies.

                         About ESCADA AG

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

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

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

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

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


ESCADA AG: US Unit's Schedules of Assets & Liabilities
------------------------------------------------------
A.   Real Property                                           $0

B.   Personal Property
B.1  Cash on hand
     Register Funds - Central Valley, NY, et al.          6,400
     Register Funds - Beverly Hills, CA, et al.           4,800
     Register Funds - South Coast, CA, et al.             4,200
     Register Funds - Boston, MA, et al.                  2,700
     Register Funds - Manchester, VT, et al.              2,400
     Petty Cash - New York Corporate Office               2,212
     Register Funds - Manhasset, NY, et al.               2,000
     Register Funds - Palm Beach, FL                      1,100
     Register Funds - Phoenix, AZ                           700
B.2  Bank Accounts
     Corporate Bank Account - JPMorgan Chase          3,959,338
     Corporate Bank Account - PNC Bank                   41,144
     Others                                             179,795
B.3  Security Deposit
     American Express Collateral                        200,000
     Bal Harbour Shops, Ltd.                            140,000
     560 Broadway Association                            72,538
     GGP Ala Moana LLC                                   74,097
     Others                                              60,428
B.4  Household goods                                          0
B.5  Book, artwork and collectibles                           0
B.6  Wearing apparel                                          0
B.7  Furs and jewelry                                         0
B.8  Firearms and other equipment                             0
B.9  Insurance Policies
     Massachusetts Mutual Life                          158,350
     Massachusetts Mutual Life                           69,000
B.10 Annuities                                                0
B.11 Interests in an education IRA                            0
B.12 Interests in IRA, ERISA, Keogh, et al.                   0
B.13 Stock and Interests
     Metlife                                            133,430
B.14 Interests in partnerships & joint venture                0
B.15 Government and corporate bonds                           0
B.16 Accounts Receivable
     Gross Accounts Receivable as of 07/31/09         6,261,844
B.17 Alimony                                                  0
B.18 Other Liquidated Debts Owing Debtor
     Internal Revenue Service Tax Refund              1,510,696
B.19 Equitable or future interests                            0
B.20 Contingent and non-contingent interests                  0
B.21 Other Contingent and Unliquidated Claims                 0
B.22 Patents                                                  0
B.23 Licenses, franchises & other intangibles                 0
B.24 Customer lists or other compilations                     0
B.25 Vehicles                                                 0
B.26 Boats, motors and accessories                            0
B.27 Aircraft and accessories                                 0
B.28 Office Equipment                                         0
B.29 Machinery, equipment and supplies in business
     Furniture and Fixtures                           5,823,094
     Leasehold Improvements                           4,356,291
     Assets Under Construction                        3,177,240
     Wholesale Shop in Shops                            930,039
     Others                                             157,047
B.30 Inventory
     Inventory as of 07/31/09                        23,872,859
B.31 Animals                                                  0
B.32 Crops                                                    0
B.33 Farming equipment and implements                         0
B.34 Farm supplies, chemicals and feed                        0
B.35 Other Personal Property                                  0

      TOTAL SCHEDULED ASSETS                        $51,203,746
      =========================================================

C.  Property Claimed as Exempt                               $0

D.  Creditors Holding Secured Claims                          0

E.  Creditors Holding Unsecured Priority Claims
    U.S. Customs and Border Protection               13,711,412
    NYC Dept. of Finance                                 68,275
    NY State Dept. of Taxation and Finance               57,422
    Texas State Comptroller                              28,277
    California State Board of Equalization               23,481
    Others                                              309,662

F.  Creditors Holding Unsecured Non-priority Claims
    Bank of New York -- London                      285,700,000
    Escada AG                                        37,317,117
    Bayerische Hypo-und Vereinsbank -- Luxembourg    18,400,000
    Others                                            5,869,518

      TOTAL SCHEDULED LIABILITIES                  $361,482,165
      =========================================================

Escada USA also submitted to the Court a 4-page schedule of the
executory contracts and unexpired leases that have not been
assumed and assigned as of October 14, 2009.  A complete list of
the Contracts and Leases is available for free at:
   http://bankrupt.com/misc/EscadaSAL_Contracts&Leases.pdf

The Debtor previously re-filed a request, asking the Court to
extend the time by which it may file its schedules of assets and
liabilities, schedules of executory contracts and unexpired
leases, and statements of financial affairs through October 16,
2009, to "provide for a longer objection period."

The Debtor noted that as of the original Schedules Filing
Deadline, which expired on October 13, 2009, its finance and
legal departments' limited personnel were unable to complete the
Schedules and Statements due to their day-to-day duties that
significantly increased due to the Chapter 11 case.

                         About ESCADA AG

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

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

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

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

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


ESCADA AG: US Unit's Statement of Financial Affairs
---------------------------------------------------
Christopher D. Marques, chief financial officer, executive vice
president and treasurer at Escada (USA) Inc., disclosed that
during the two years immediately preceding the Petition Date,
the Company generated income from the operation of its business
in these amounts:

Source                                            Amount
------                                         -----------
Operating income for the fiscal year
ending October 31, 2007                        $74,433,000

Operating income for the fiscal year
ending October 31, 2008                        $54,866,000

Estimated operating income
for the calendar year
ending as of August 13, 2009                   $18,663,300

Escada USA paid or made transfers to various creditors within 90
days prior to the Petition Date, a list of which is available for
free at http://bankrupt.com/misc/Escada_SoFa3b.pdf

Within one year before the Petition Date, Escada USA also paid
amounts to, or for the benefit of, creditors who are or were
insiders, consisting of Anthony Lucia, Christian Marques, Escada
AG, Lawrence C. DeParis, Scott Klion and William H. Scott.

A complete list of the Insider payments, withdrawals or
distribution details is available for free at:

        http://bankrupt.com/misc/Escada_SoFa3c.pdf

According to Mr. Marques, the Company was a party to these
lawsuits and administrative proceedings litigated in Los Angeles,
Hawaii and New York courts or agencies, within one year
immediately preceding the Petition Date:

                           Nature of
Caption of Suit            Proceeding                  Status
---------------            ----------                  ------
Coscolluela, Maripaz       Workers' Compensation       Open

Escada (USA) Inc. v.
Andrea's Fashions, Inc.    Breach of Contract          Settled

Escada (USA) Inc.
v. Utiliquest              Negligence                  Dismissed

Kim, Deborah v.
Escada (USA) Inc.          Personal Injury             Open

Sakaue, Yumiko
v. Escada (USA), Inc.      Wrongful Termination        Open

Sakaue, Yumiko             Workers' Compensation       Open

U.S. Customs and Border
Protection Audit           Imported Goods Duties       Open

The Company also gave gifts or made charitable contributions
within one year immediately preceding the Petition Date to
various institutions, a complete list of which is available for
free at http://bankrupt.com/misc/Escada_SoFa7.pdf

Escada USA reported losses, aggregating $257,069, in October 2008
and April 2009 due to inventory shrinkage.  The Company paid
$40,000 to Kurtzman Carson Consultants LLC on August 14, 2009,
for consultation and debt consolidation services, according to
Mr. Marques.

The Company disclosed that it closed its Business Account No.
XXXX1203 with Bank of America in Seattle, Washington, on
September 8, 2009.

Mr. Marques reported that for the period from May 1991 to
February 2008, Escada USA occupied and subsequently vacated these
premises:

  * 10 Mulholland Drive, Hasbrouck Heights, NJ 07604
  * 621 Route 46, West Hasbrouck Heights, NJ 07604
  * 1302 Fifth Avenue, Seattle, WA 98101
  * 133 Maiden Lane, San Francisco, CA 94108
  * 6121 West Park Boulevard, Plano, TX 75093
  * 3111 North St., Helena Highway St., Helena. CA 94574
  * 5401 West Oakridge Road, Orlando, FL 32821
  * 48650 Seminole Drive, Cabazon CA 92230

As a corporation, Escada USA owned 5% or more of the voting or
equity securities of B.E.M. Enterprise within January 1992 and
September 2008.

Within two years to the Petition Date, Gary Prusakowski and
Christian D. Marques kept or supervised the keeping of books of
account and records of Escada AG.  Messrs. Prusakowski and
Marques were in possession of the books and records as of the
Petition Date.

Sal Nobile & Company, LLP, and PriceWaterhouse Coopers rendered
auditing, tax, and tax compliance services to the Company from
1987 to 2009, according to Mr. Marques.

The last two sets of inventories taken of Escada USA's property
totaled $66,183,598, and were conducted within these periods:

  Inventory Dates              Total Amount of Inventory
  ---------------              -------------------------
  October 18 to 31, 2008             $32,598,395
  April 18 to May 14, 2009           $33,585,203

RGIS, Dimple Mishra and Antonella Loria were in possession of the
Inventories, Mr. Marques disclosed.

Escada AG, as shareholder, holds 100% of the shares of Escada
USA's Common A, Common B, Preferred A and Preferred B Stocks.
Dr. Bruno Salzer, Dr. Werner Lackas, Michael Bornicke, Anthony C.
Lucia, William H. Scott, Christian D. Marques and Scott A. Klion
do not hold any Escada USA shares.

Lawrence C. DeParis, former director, president and chief at
Escada, terminated his relationship with Escada USA in September
2008.  Markus Schurholz left his post as director of the Company
in February 2009.

                         About ESCADA AG

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

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

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

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

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


FAIRCHILD CORP: To Liquidate Assets Under Chapter 11 Plan
---------------------------------------------------------
The Fairchild Corporation and its affiliates have filed with the
U.S. Bankruptcy Court for the District of Delaware a proposed
disclosure statement for their joint plan of liquidation under
Chapter 11 of the Bankruptcy Code.

Following the Plan's Effective Date, the Liquidating Trust will
manage the affairs of the Debtors and will focus its attention on
the orderly liquidation of the Estates' remaining assets and the
wind-down of the Debtors' businesses.

Pursuant to the Plan, each holder of an allowed general unsecured
claim, including all claims relating to environmental claims, PBGC
unsecured claims, retiree claims and banner claims, will receive
its pro rata share of the Distributable Assets, if any, available
from the Liquidating Trust after full payment or other
satisfaction in accordance with the Plan of all allowed
administrative claims, all allowed priority tax claims and all
claims in Classes 1 through 4, in accordance with the terms of the
Plan.  General unsecured claims are impaired under the Plan, and
holders thereof may vote on the Plan.

On the Plan's Effective Date, all Interests held as of the Record
Date will be allowed and the holders of allowed Interests will
receive their pro rata share, after giving effect to the relative
rights of said Interests with respect to the other Interests of
the Debtors under applicable non-bankruptcy law, of any amount of
the Distributable Assets that is remaining after full payment or
other satisfaction in accordance with the Plan of all allowed
administrative claims, all allowed priority tax claims and all
claims of Classes 1 through 5.  Allowed Interests are impaired
under the Plan and in light of the substantial probability that
there will be no distribution of Class 6 Interests, holders
thereof may not vote and are deemed to reject the Plan.

Pursuant to the Plan terms, the PBGC secured claims will be deemed
to have been satisfied by the contribution by the Debtors of the
amount of $1,956,670 to the Pension Plan which contribution
occurred in September, 2009.  The PBGC secured claim is not
entitled to interest under the Plan.  PBGC secured claims are
impaired under the Plan.  Holders thereof may vote on the Plan.

            Classification of Claims and Interests

The Plan segregates the various claims against and interests in
the Debtors into 6 classes:

                                Estimated
Class        Description       Recovery          Status
-----  ----------------------  ---------  -----------------------
   1    PBGC Secured Claim        100%     Impaired and entitled
                                           to vote

   2    Claims Secured by Real    100%     Unimpaired, deemed to
        Property                           accept the Plan and not
                                           entitled to vote

   3    Other Secured Claims      100%     Unimpaired, deemed to
                                           accept the Plan and not
                                           entitled to vote

   4    Other Priority Claims     100%     Unimpaired, deemed to
                                           accept the Plan and not
                                           entitled to vote

   5    General Unsecured Claims [TBD]     Impaired and entitled
                                           to vote

   6   Interests                    0%     Impaired, deemed to
                                           reject the Plan and not
                                           entitled to vote

A hearing is set for Nov. 9, 2009, at 10:00 a.m., to consider
approval of the Debtors' disclosure statement.  Objections, if
any, are due Nov. 2, 2009, at 4:00 p.m.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?4715

A full-text copy of the Debtors' plan of liquidation is available
for free at http://ResearchArchives.com/t/s?4716

                    About Fairchild Corporation

Based in McLean, Virginia, The Fairchild Corporation
(OTC: FCHD.PK) -- http://www.fairchild.com/-- operated in two
distinct divisions, Fairchild Sports and Banner Aerospace Holding
Company I, Inc.  In addition to these two operating divisions,
Fairchild owned several parcels of real estate in Farmingdale, New
York, which it had been in the process of selling or developing.

Currently, the Debtors' operations are mainly centered on
Fairchild Sports, which is a division of the Debtors that
concentrate primarily on protective apparel, helmets and technical
accessories for motorcyclists.  Additionally, Fairchild continues
to own several substantial parcels of real estate in Farmingdale,
New York, and a number of unrelated investments.

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.


FAIRPOINT COMMS: Verizon May Urge Windstream to Buy Assets
----------------------------------------------------------
Samuel Greenholtz at Fierce Telecom said that Verizon might urge
Windstream to buy FairPoint Communications, Inc., in exchange for
future consideration.  Mr. Greenholtz stated that FairPoint's
collapse might hurt Verizon.   According to him, Verizon doesn't
want to see the FairPoint deal fail, as there is a huge deal with
Frontier that is being reviewed by numerous regulators around the
country, who may start to hesitate or at least place all kinds of
restrictions or mandates that will lead to the collapse of the
sale, halting Verizon's plans to sell off even more residential
properties in the future.

Mr. Greenholtz added that Windstream may wait until FairPoint
files for bankruptcy and gets its debt restructured, but Verizon
can make it worth it to Windstream to take on the debt in exchange
for getting attractive territory at a song.  He said Windstream
might not wait for FairPoint to go bankrupt as there may be more
than one suitor at that point and the price could even go up
significantly.

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc. -- http://www.fairpoint.com/-- owns and
operates local exchange companies in 18 states offering advanced
communications with a personal touch, including local and long
distance voice, data, Internet, television, and broadband
services.  FairPoint is traded on the New York Stock Exchange
under the symbol FRP.

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


FAIRPOINT COMMS: Lawmakers to Meet to Discuss Woes
--------------------------------------------------
Eric Parry at The Eagle Tribune reports that legislators from the
three northern New England states will meet in November to discuss
about FairPoint Communications, Inc.'s woes.  Meredith Hatfield,
New Hampshire's consumer advocate, said that it's unclear what
role legislators can play in helping to solve FairPoint's
operational and computer problems and that the Company could also
file for bankruptcy by the time legislators meet in Concord on
November 12.

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc. -- http://www.fairpoint.com/-- owns and
operates local exchange companies in 18 states offering advanced
communications with a personal touch, including local and long
distance voice, data, Internet, television, and broadband
services.  FairPoint is traded on the New York Stock Exchange
under the symbol FRP.

On Sept. 29, Moody's Investors Service repositioned FairPoint
Communications, Inc.'s Probability of Default Rating to Ca/LD from
Ca to reflect the limited default that has occurred following non-
payment of the principal due on its credit facility on Sept. 30,
2009.


FATBURGER RESTAURANTS: To File Reorganization Plans in November
---------------------------------------------------------------
Courtney Sherwood at Portland Business Journal reports that two
subsidiaries of Fog Cutter Capital Group Inc. that operate
Fatburger fast-food franchises will file reorganization plans in
the first half of November.  According to Business Journal, Fog
Cutter CEO Andrew Wiederhorn said that the Company will also file
long-overdue earnings reports with the U.S. Securities and
Exchange Commission by year-end and is planning to unload an
eyeglass lens manufacturer and real estate holdings to focus on
the fast-food business.

The two subsidiaries in bankruptcy are located in Sherman Oaks,
California.  The cases are In re Fatburger Restaurants of
California Inc., 09-13964, and In re Fatburger Restaurants of
Nevada Inc., 09-13965, both in U.S. Bankruptcy Court, Central
District California (Woodland Hills).  Portland, Oregon-based Fog
Cutter didn't file bankruptcy.


FEDERAL-MOGUL: To Hold 3Q Financial Results Call on October 29
--------------------------------------------------------------
Federal-Mogul Corporation (Nasdaq: FDML) announced that the
Company's third quarter 2009 financial results conference call and
audio Web cast will be held on Thursday, October 29, 2009, at
9:00 a.m., EDT.

    To participate in the call:

    Domestic calls: 888-713-4214
    International calls: 617-213-4866
    Pass code I.D. # 92799663

To facilitate rapid connection the morning of the call and to
pre-register, visit:

https://www.theconferencingservice.com/prereg/key.process?key=P6X
T3YLHE)

The live audio Web cast will be available on October 29, 2009, in
the Investor Relations section of the corporate Web site:

  http://phx.corporate-ir.net/phoenix.zhtml?c=97066&p=irol-irhome

An audio replay of the call will be available two hours following
the call and will be accessible until November 30, 2009, at:

    Domestic calls: 888-286-8010
    International calls: 617-801-6888
    Pass code I.D. # 84343227

The third quarter press release can be downloaded on October 29,
at 7:15 a.m., EDT, at http://federalmogul.mediaroom.com/.

    Investor Relations Contact:

    David Pouliot
    (248) 354-7967
    David.Pouliot@federalmogul.com

                      About Federal-Mogul

Federal-Mogul Corporation is a leading global supplier of
powertrain and safety technologies, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  The company's
leading technology and innovation, lean manufacturing expertise,
as well as marketing and distribution deliver world-class
products, brands and services with quality excellence at a
competitive cost.  Federal-Mogul is focused on its sustainable
global profitable growth strategy, creating value and satisfaction
for its customers, shareholders and employees.  Federal-Mogul was
founded in Detroit in 1899.  The company is headquartered in
Southfield, Michigan, and employs nearly 39,000 people in 36
countries.  Visit the company's Web site at:

                   http://www.federalmogul.com/

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on November 21, 2006, and
the Bankruptcy Court approved that Disclosure Statement on
February 6, 2007.  The Fourth Amended Plan was confirmed by the
Bankruptcy Court on November 8, 2007, and affirmed by the District
Court on November 14.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.

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

                            *    *    *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEDERAL-MOGUL: Wins Shield Patent Dispute With Lydall
-----------------------------------------------------
Federal-Mogul Corporation has prevailed over an infringement
lawsuit filed by Lydall Thermal/Acoustical Inc., Automotive News
reports.

According to Chad Halcom of Automotive News, the U.S. Court of
Appeals in Washington has upheld a lower Court's ruling that
Federal-Mogul did not infringe Lydall's patent on certain
insulating shields, which are mounted in engine compartments for
fire and heat protection.

Federal-Mogul's ReflectShield 1440 apparently bears some
resemblance to Lydall's patented insulation shields.

                      About Federal-Mogul

Federal-Mogul Corporation is a leading global supplier of
powertrain and safety technologies, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  The company's
leading technology and innovation, lean manufacturing expertise,
as well as marketing and distribution deliver world-class
products, brands and services with quality excellence at a
competitive cost.  Federal-Mogul is focused on its sustainable
global profitable growth strategy, creating value and satisfaction
for its customers, shareholders and employees.  Federal-Mogul was
founded in Detroit in 1899.  The company is headquartered in
Southfield, Michigan, and employs nearly 39,000 people in 36
countries.  Visit the company's Web site at:

                   http://www.federalmogul.com/

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on November 21, 2006, and
the Bankruptcy Court approved that Disclosure Statement on
February 6, 2007.  The Fourth Amended Plan was confirmed by the
Bankruptcy Court on November 8, 2007, and affirmed by the District
Court on November 14.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.

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

                            *    *    *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as a major participant
in the highly competitive global auto industry, and its aggressive
financial risk profile," S&P said.


FILENE'S BASEMENT: Can File Chapter 11 Plan Until November 30
-------------------------------------------------------------
The Hon. Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive periods of Filene's
Basement Corp. and its debtor-affiliates to:

   * file a Chapter 11 plan until Nov. 30, 2009; and

   * solicit acceptances of that plan until Jan. 28, 2010.

The Debtors said they expect to continue to use the Chapter 11
process to carry on the orderly liquidation of their remaining
assets and the fixing of claims asserted against the Debtors in an
effort to maximize the value of their assets for the benefit of
all creditors and other stakeholders and consummate a plan of
liquidation under the Bankruptcy Code.

                   About Filene's Basement Corp.

Filene's Basement Corp., also called The Basement, is a
Massachusetts-based chain of department stores owned by Retail
Ventures, Inc.  The oldest off-price retailer in the United
States, The Basement focuses on high-end goods and is known for
its distinctive, low-technology automatic markdown system.  As of
late 2006, the company operated stores in metropolitan areas of
eight U.S. states and Washington, D.C.  The chain also uses a
470,000-square-foot distribution center in Auburn, Massachusetts.
The store's name is derived from the subterranean location of its
flagship store, in the basement of the former Filene's department
store at Downtown Crossing in Boston, Massachusetts.

Filene's Basement, Inc., and its affiliates filed for Chapter 22
on May 4, 2009 (Bankr. D. Del. Case No. 09-11525).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring effort.  The Debtors listed $50,000,001 to
$100,000,000 in assets and $100,000,001 to $500,000,000 in debts.

Filene's Basement filed for Chapter 11 bankruptcy protection in
August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures the following year.  As reported by the Troubled
Company Reporter on October 23, 2000, the U.S. Bankruptcy Court
confirmed Filene's Basement's Amended Joint Plan of Liquidation,
filed on June 16, 2000.

Retail Ventures in April 2009 transferred the unit to Buxbaum
Group, which appraises and liquidates assets, for no proceeds.


FIRSTFED FINANCIAL: Extends Tender Offer Deadlines to November 6
----------------------------------------------------------------
FirstFed Financial Corp. is extending the Expiration Date and
Consent Payment Deadline with respect to its previously announced
cash tender offers and consent solicitations for its outstanding
senior debt securities.

The Expiration Date will now be 5:00 p.m., New York City time, on
November 6, 2009, unless extended or earlier terminated by the
Company, and the Consent Payment Deadline will now be 5:00 p.m.,
New York City time, on November 6, 2009, unless extended or
earlier terminated by the Company.

To be eligible to receive the purchase price of $200.00 per $1,000
in principal amount of Securities, which includes the consent
payment of $20.00 per $1,000 in principal amount of Securities,
holders must validly tender, and not validly withdraw, their
Securities prior to the Consent Payment Deadline.  Securities
purchased in the tender offers will be paid for on the applicable
settlement date for each tender offer, which, assuming the tender
offers are not extended, will be promptly after the applicable
Expiration Date.

The terms and conditions of the tender offers and consent
solicitations are described in the Offer to Purchase and Consent
Solicitation Statement, dated June 19, 2009 (as amended or
supplemented from time to time, the "Offer to Purchase"), and the
related Letter of Transmittal and Consent.  Except for the
extension of the Expiration Date and Consent Payment Deadline as
described in this press release, all other terms and conditions of
the tender offers and consent solicitations remain unchanged.

As of 5:00 p.m., New York City time, on October 15, 2009, the
Company had received tenders and consents from holders of
$50,000,000 in aggregate amount of the Fixed/Floating Rate Senior
Debt Debentures due March 15, 2016, representing 100% of such
securities, $20,000,000 in aggregate amount of the Fixed/Floating
Rate Senior Debt Debentures due June 15, 2015, representing 40% of
such securities, and $43,000,000 in aggregate amount of the
Fixed/Floating Rate Senior Debt Debentures due June 15, 2017,
representing 86% of such securities.

As of 5:00 p.m., New York City time, on October 16, 2009, the
Company had received tenders and consents from holders of
$50,000,000 in aggregate amount of the Fixed/Floating Rate Senior
Debt Debentures due March 15, 2016, representing 100% of such
securities, $50,000,000 in aggregate amount of the Fixed/Floating
Rate Senior Debt Debentures due June 15, 2015, representing 100%
of such securities, and $43,000,000 in aggregate amount of the
Fixed/Floating Rate Senior Debt Debentures due June 15, 2017,
representing 86% of such securities.

For additional information regarding the terms of the tender
offers and consent solicitations, please contact James P.
Giraldin, President and Chief Operating Officer of the Company, at
(310) 302-1713.  Requests for documents may be directed to the
Corporate Secretary of the Company at (310) 302-5600.

The tender offers and consent solicitations are being made solely
pursuant to the Offer to Purchase and the related Letter of
Transmittal and Consent, which set forth the complete terms of the
tender offers and consent solicitations.

                           Going Concern

As reported by the Troubled Company Reporter on August 21, 2009,
FirstFed's second quarter report on Form 10-Q includes a note on
its ability to continue as a "going concern".

The Company and its banking unit First Federal Bank of California
are operating under Amended Orders to Cease and Desist issued on
May 28, 2009, by the Office of Thrift Supervision.  As required by
the Amendments, the Company and the Bank have submitted a detailed
capital plan to the OTS addressing how the Bank will meet and
maintain a tier 1 core capital ratio of 7% and a minimum total
risk-based capital ratio of 14% by September 30, 2009.

The Bank's risk-based capital ratio was 9.63% at June 30, 2009,
and its core and tangible capital ratios were 4.79%.  These
capital ratios are below the levels required by the Bank's federal
regulators to be considered "well capitalized".

"The ability of the Company and the Bank to continue to meet all
of the requirements of the Amendments and the Orders will be
affected by market conditions in the economy and other
uncertainties.  Declining real estate values and rising
unemployment in the state of California could have a significant
impact on future losses incurred on loans.  In addition, there can
be no assurance in the current economic environment that the
Company will be able to raise capital to regain "well capitalized"
status or to meet future regulatory requirements.  Due to these
conditions and events, substantial doubt exists in the Company's
ability to continue as a going concern," the Company stated.

FirstFed posted a comprehensive loss $48.74 million or $3.37 per
diluted share of common stock for the second quarter of 2009
compared with a comprehensive loss of $36.56 million or $2.60 per
diluted share of common stock for the second quarter of 2008.

                     About FirstFed Financial

Based in Los Angeles, California, FirstFed Financial Corp.
(OTC-FFED.PK) -- http://www.firstfedca.com/-- is a savings and
loan holding company.  The Company owns and operates First Federal
Bank of California, a federally chartered savings association.  At
June 30, 2009, the Company had $6.36 billion in total assets and
$6.20 billion in total liabilities.


FIRSTFED FINANCIAL: Home-Loan Modifications Pass $1.4 Billion
-------------------------------------------------------------
September figures show that First Federal Bank of California, a
wholly owned subsidiary of FirstFed Financial Corp., has modified
more than $1.4 billion worth of home mortgages, enabling nearly
3,000 California families to avert foreclosure.  The Bank's
workouts continue to perform better than those of banks
nationally, fulfilling the Obama Administration's goal for lenders
to provide affordable and sustainable mortgages to borrowers who
face hardship.

The strong loan-modification results accompany other positive
financial trends for First Federal Bank of California.  Overall
loan delinquencies declined significantly as of September 30, 2009
compared to their previous peak levels.  Loans that were 30-59
days delinquent fell to $70.6 million as of September 30, or 55%
lower than the $157.5 on January 31, 2009, according to unaudited,
unconsolidated monthly results.  Loans that were greater than 60
days delinquent fell to $16.8 million, or 95% lower than the
$341.3 million on February 28, 2009.  Loans in foreclosure fell
38% to $281.8 million from $456.2 million on June 30, 2009.

September capped the most active three-month period for loan
modifications since First Federal Bank of California launched its
program.  Nearly 900 mortgages worth some $442 million were
modified in the July to September quarter.  The Bank, a Southern
California community lender for 80 years, has reached out to
residential-mortgage holders and to date, has successfully
modified more than one-third of its option arm loan portfolio.

First Federal Bank of California's early, proactive and sustained
effort to respond to its borrowers' needs has produced a pace-
setting loan-modification program.  Compared to the national
average, far fewer loans modified by the Bank have defaulted as of
August 31, the latest date for which there is comparative data.
Just 28.3% of the loans modified by First Federal Bank of
California in the first quarter of 2008 had become at least 30
days delinquent 12 months after they were modified.  By contrast,
that figure is 65.9% for national banks and federally regulated
thrifts, according to a September report by the Office of the
Comptroller of the Currency and the Office of Thrift Supervision.

In other words, for the earliest home loans that were modified --
those with the longest track record by which to measure
performance -- two-thirds of the mortgages nationally have fallen
30 days behind, while less than one-third of First Federal Bank of
California's are similarly delinquent.  Thanks to refinements in
its loan-modification program and its flexibility in working with
borrowers because the Bank holds the mortgages in its own
portfolio, First Federal Bank of California has steadily improved
its success rate.

The most recent results show that the Bank modified 304 home
mortgages worth $153 million in September, nearly three times the
volume of its loan modifications in September 2008.  First Federal
Bank of California acted early to offer modifications even before
borrowers defaulted on their payments.  Over 90% of the loans that
the Bank has modified since the program started were current at
the time they were modified.  The Bank converted many adjustable-
rate loans into fixed-rate mortgages for up to 10 years and
eliminated negative-amortization provisions for modified loans.
These steps have reduced the risk of foreclosure and potential
loan losses.

Loan delinquency trends also point to reduced risk of foreclosure.
Recently, loans that were 30-59 days delinquent largely have not
deteriorated to more serious categories of delinquency in
following months.  They either have been cured or they remained
less than 60 days delinquent.

First Federal Bank of California, a federally chartered savings
association, operates 39 retail banking offices in Southern
California.  FirstFed Financial Corp. is a savings and loan
holding company.

                     Total
                     Modified     Total Modified
     Date Modified   Loans        Balance
     -------------   --------     --------------
        02/29/08        133          $67,047,095
        03/31/08         86          $41,770,910
        04/30/08        122          $57,674,168
        05/31/08         68          $31,913,335
        06/30/08        135          $61,669,438
        07/31/08        178          $82,481,190
        08/31/08        128          $55,524,834
        09/30/08        122          $57,784,775
        10/31/08        109          $50,748,718
        11/30/08         67          $29,364,029
        12/31/08        102          $52,771,594
        01/31/09         79          $34,496,170
        02/28/09        110          $53,989,363
        03/31/09        156          $77,157,055
        04/30/09        174          $85,036,389
        05/31/09        132          $59,723,698
        06/30/09        140          $69,526,456
        07/31/09        221         $105,632,386
        08/31/09        361         $182,824,246
        09/30/09        304         $153,140,462
                     --------     --------------
        Total         2,927       $1,410,276,311

A graph of the approved modifications is available at no charge
at http://ResearchArchives.com/t/s?471f

                           Going Concern

As reported by the Troubled Company Reporter on August 21, 2009,
FirstFed's second quarter report on Form 10-Q includes a note on
its ability to continue as a "going concern".

The Company and its banking unit First Federal Bank of California
are operating under Amended Orders to Cease and Desist issued on
May 28, 2009, by the Office of Thrift Supervision.  As required by
the Amendments, the Company and the Bank have submitted a detailed
capital plan to the OTS addressing how the Bank will meet and
maintain a tier 1 core capital ratio of 7% and a minimum total
risk-based capital ratio of 14% by September 30, 2009.

The Bank's risk-based capital ratio was 9.63% at June 30, 2009,
and its core and tangible capital ratios were 4.79%.  These
capital ratios are below the levels required by the Bank's federal
regulators to be considered "well capitalized".

"The ability of the Company and the Bank to continue to meet all
of the requirements of the Amendments and the Orders will be
affected by market conditions in the economy and other
uncertainties.  Declining real estate values and rising
unemployment in the state of California could have a significant
impact on future losses incurred on loans.  In addition, there can
be no assurance in the current economic environment that the
Company will be able to raise capital to regain "well capitalized"
status or to meet future regulatory requirements.  Due to these
conditions and events, substantial doubt exists in the Company's
ability to continue as a going concern," the Company stated.

FirstFed posted a comprehensive loss $48.74 million or $3.37 per
diluted share of common stock for the second quarter of 2009
compared with a comprehensive loss of $36.56 million or $2.60 per
diluted share of common stock for the second quarter of 2008.

                     About FirstFed Financial

Based in Los Angeles, California, FirstFed Financial Corp.
(OTC-FFED.PK) -- http://www.firstfedca.com/-- is a savings and
loan holding company.  The Company owns and operates First Federal
Bank of California, a federally chartered savings association.  At
June 30, 2009, the Company had $6.36 billion in total assets and
$6.20 billion in total liabilities.


FONTAINEBLEAU LV: Jeffrey Truitt Appointed as Examiner
------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Jeffrey Truitt was
appointed as the examiner to investigate Fontainebleau Las Vegas
LLC.  Truitt, from Santa Ana, California, is a principal with
X Roads Solutions Group.

As reported by the TCR on Oct. 12, 2009, Bankruptcy Judge A. Jay
Cristol, at his behest, ordered an examiner who will investigate
Fontainebleau Las Vegas.  Judge Cristol called for an examiner
after concluding the parties "are not cooperating with one
another."

Judge Cristol is pushing for a quick sale of the stalled,
partially completed $2.9 billion casino resort on the Las Vegas
Strip.

Citing the lack of progress in reorganizing Fontainebleau's debt
and a motion by key lenders that the Project be liquidated, Judge
Cristol ordered Fontainebleau attorneys on Thursday to appear at a
hearing next Wednesday to show cause why an examiner should not be
appointed.  He proposed the appointment of an examiner without
being requested to do so and on his own initiative

According to Judge Cristol, selling the project makes more sense
than converting the case from a Chapter 11 reorganization to a
Chapter 7 liquidation and appointing a trustee to supervise a
sale, as proposed by the lenders.  A hearing on the Chapter 7
conversion is set for Oct. 28.

"The court believes it is more expeditious to proceed with any
potential sale as soon as possible rather than to wait until
Oct. 28, when a trustee, if appointed, would be required to expend
a significant amount of time to obtain counsel, familiarize
himself or herself with this case and effectuate a sale," Judge
Cristol said in his order, reports the Las Vegas Sun.  "It also
appears more economical to immediately appoint an examiner than to
appoint a trustee whose fees and expenses would likely far exceed
the costs and expenses of an examiner.  The court therefore
believes it is in the best interest of the estate and all parties
to appoint an examiner at this time to examine, negotiate and
supervise a sale of debtors' assets."

Judge Crystol said, "The Term Lender Steering Group submits that
completion of the Las Vegas project is not possible and a sale of
the project to a third party and liquidation of the remaining
assets is the only viable course to realize any meaningful value
for the creditors . . . The debtors have indicated they have made
efforts to arrange a sale of the Las Vegas project, but the Term
Lenders appear to be concerned about a possible conflict of
interest and accordingly filed the motion to convert."

                  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)


FORUM HEALTH: Wants Charles Neumann as Interim CEO
--------------------------------------------------
Forum Health Inc. is asking the bankruptcy court to let it hire
Charles Neumann as its interim CEO, saying that a "leadership
void" at this stage of the Chapter 11 bankruptcy case would do
"maximum damage" to the Company, court documents say.  Walter
Pishkur left the post in September.  Business Journal Daily
reports that Mr. Neumann's firm, FTI Consulting Inc., would be
paid $75,000 per month for Mr. Neumann's services plus
"reasonable" out-of-pocket expenses.  According to court
documents, Mr. Neumann would serve as interim CEO effective
October 12 through Dec 31, 2009, with the interim services
agreement automatically renewing for successive one-month terms
until either Forum or FTI provide 30 days notice of intent to
terminate the agreement.

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offers health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

Forum Health and its affiliates filed for Chapter 11 protection on
March 16, 2009 (Bankr. N.D. Ohio Lead Case No. 09-40795).  Paul W.
Linehan, Esq., and Shawn M Riley, Esq., at McDonald Hopkins LLC,
serve as lead counsel to the Debtors.  The Debtors have also
tapped Michael A. Gallo, Esq. at Nadler Nadler & Burdman Co., LPA
as co- counsel; Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent; and Huron Consulting Services LLC as
financial advisors.  Alston & Bird LLP represents the official
committee of unsecured creditors formed in the Chapter 11 cases.
At the time of its filing, Forum Health estimated that it had
assets and debts both ranging from $100 million to $500 million.


FLYING J: Calpine Rival Prevails in $9.7M Flying J Credit Sale
--------------------------------------------------------------
Law360 reports that thwarting Calpine Energy Services LP's late
grab for Flying J Inc.'s emission reduction credits, the
Bankruptcy Court has approved the $9.7 million deal with Hydrogen
Energy California, a low-carbon power company forged by BP PLC and
Rio Tinto.

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.


FREEDOM COMMS: Bonus Program Approved by Bankruptcy Court
---------------------------------------------------------
Freedom Communications Inc. won authorization from the Bankruptcy
Court to adopt a bonus program that may pay as much as $7 million,
including $5 million for managers and executives, Bloomberg News
said.  The plan had met opposition from unsecured creditors, who
claim the Debtor is trying to plunder the estate for the benefit
of wealthy company insiders.

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.


HIDEAWAY MARINA: Files Chapter 11 in Fort Lauderdale
----------------------------------------------------
Hideaway Marina LP filed a Chapter 11 petition on Oct. 14 in Fort
Lauderdale, Florida (Bankr. S.D. Fla. Case No. 09-32179), listing
assets of $6.5 million and debt totaling $11.5 million.

Creditors include the $3 million secured claim of Landmark Bank,
which obtained the appointment of a receiver for the marina in
May. The bankruptcy judge allowed the receiver to maintain control
of the marina until a motion can be heard for appointment of a
Chapter 11 trustee.

Secured claims total $5.8 million.

Hideaway Marina is based in Pompano Beach, Florida.


GENERAL MOTORS: Executes Pact Relating to GM Nova Scotia Notes
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
on October 9, 2009, Motors Liquidation Company disclosed its entry
into a lock up agreement with General Motors Nova Scotia Finance
Company, General Motors of Canada Limited, General Motors Nova
Scotia Investments Limited, and certain holders of GM Nova
Scotia's outstanding 8.375% notes due December 7, 2015, and GM
Nova Scotia's 8.875% notes due July 10, 2023, relating to the GM
Nova Scotia Notes.

GM Nova Scotia is a wholly-owned subsidiary of Motors Liquidation
and the GM Nova Scotia Notes are guaranteed by Motors Liquidation.

Under the Agreement, GM Nova Scotia provided the Noteholders with
consent to a bankruptcy order with respect to GM Nova Scotia
pursuant to the Bankruptcy and Insolvency Act of Canada.  On
October 9, 2009, the Noteholders filed an application to the Nova
Scotia Supreme Court for the Order, which was approved.  Motors
Liquidation does not expect to realize any value from GM Nova
Scotia on account of its equity interest, Motors Liquidation Vice
President and Treasurer James Selzer disclosed.

                       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).


GEORGIA GULF: Fidelity and Marathon Disclose Equity Stake
---------------------------------------------------------
Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, is the beneficial owner of
7,199,619 shares or 21.861% of the Common Stock outstanding of
Georgia Gulf Corporation as a result of acting as investment
adviser to various investment companies registered under Section 8
of the Investment Company Act of 1940.  The number of shares of
Common Stock of Georgia Gulf Corporation owned by the investment
companies at September 30, 2009 included 7,199,619 shares of
Common Stock resulting from the assumed conversion of 7,199,619
shares of GEORGIA GULF CORP 144A (1 shares of Common Stock for
each share of Convertible Preferred Stock).

Members of the family of Edward C. Johnson 3d, Chairman of FMR
LLC, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the
voting power of FMR LLC

In a separate filing, Marathon Asset Management, LP, said it may
be deemed to beneficially own 2,576,000 shares, or 7.8% of the
shares deemed issued and outstanding as of October 16, 2009, of
Georgia Gulf.  The general partner of Marathon is Marathon Asset
Management GP, LLC.  Bruce Richards and Louis Hanover are the
managing members of Marathon Asset Management GP, LLC.

                        About Georgia Gulf

Georgia Gulf Corporation (NYSE: GGC) is a manufacturer and
international marketer of two integrated chemical product lines,
chlorovinyls and aromatics.  The Company's primary chlorovinyls
products are chlorine, caustic soda, vinyl chloride monomer (VCM),
vinyl resins and vinyl compounds.  Its aromatics products are
cumene, phenol and acetone.  The Company has four business
segments: chlorovinyls; window and door profiles, and moldings
products; outdoor building products, and aromatics.

At June 30, 2009, the Company's balance sheet showed total assets
of $1.62 billion and total $1.70 billion, resulting in a
stockholders' deficit of $85.46 million.

Georgia Gulf has said factors that gave rise to the substantial
doubt about the Company's ability to continue as a going concern
have been remediated.  As of June 30, 2009, the Company is in
compliance with all required debt covenants.

In August 2009, Moody's Investors Service upgraded the Corporate
Family Rating of Georgia Gulf to B2 from Caa2 as a result of the
completion of the private debt-for-equity exchange offer and an
amendment to its credit facility that substantially improves the
company's liquidity.  As reported by the Troubled Company Reporter
on September 7, 2009, Standard & Poor's Ratings Services raised
its ratings on Georgia Gulf, including its corporate credit rating
to 'B' from 'D'.  The outlook is stable.


GLOBAL MOTORSPORT: Court Sets Oct. 23 Disclosure Statement Hearing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
scheduled a hearing on October 23, 2009, to consider the adequacy
of the information in the disclosure statement explaining Global
Motorsport Group, Inc., et al.'s Chapter 11 plan of liquidation,
which is dated July 31, 2009.  Approval of the disclosure
statement paves the way for the Debtors to solicit support on the
Plan, then approval of the Plan at the confirmation hearing.

Under the Plan, there are six classes, all of which are impaired.
Classes 1 through 4 are entitled to vote on the Plan.
Intercompany claims under Class 5 and Equity Interests under Class
6 are not entitled to vote.

The Debtors ask the Bankruptcy Court to schedule a confirmation
hearing for December 8, 2009.

A full-text copy of the Debtors' Chapter 11 plan of liquidation is
available for free at:

         http://bankrupt.com/misc/global.chapter11plan.pdf

A full-text copy of the disclosure statement explaining the
Debtors' Chapter 11 Plan is available for free at:

       http://bankrupt.com/misc/GlobalMotorsport.DS.Part1.pdf
       http://bankrupt.com/misc/GlobalMotorsport.DS.Part2.pdf

As reported in the Troubled Company Reporter on August 11, 2009,
pursuant to the Plan terms, prepetition lenders will retain all
distributions made prior to the Plan's effective date in full and
final satisfaction of said claims.  The distributions will be
deemed indefeasibly paid in full and not subject to disgorgement.
All other Lender Group Claims will be waived.

Other secured claims will receive either (i) the net liquidation
proceeds from the assets of the Debtors upon which it holds a lien
senior to the lien of Ableco Finance or (ii) the Debtors or the
Liquidating Debtors will abandon the collateral in full and
complete satisfaction of said other secured claims.

General unsecured claims will receive a pro rata share of the
assets recovered by a trust.

Equity Interests will be cancelled and will receive no
distribution under the Plan.

Following the Plan's effective date, the liquidating Debtors will
wind up their affairs and dissolve.  Distributions under the Plan
will be sourced from Cash on hand, the Agent Contribution and
Causes of Action.

The Plan places the various claims against and interests in the
Debtors into 6 classes:

              Class                   Status     Voting Rights
              -----                   ------     -------------
Class 1 - Priority Claims            Impaired   Entitled to Vote
Class 2 - Lender Group Claims        Impaired   Entitled to Vote
Class 3 - Other Secured Claims       Impaired   Entitled to Vote
Class 4 - General Unsecured Claims   Impaired   Entitled to Vote
Class 5 - Intercompany Claims        Impaired   Not Entitled to
                                                Vote
Class 6 - Equity Interests           Impaired   Not Entitled to
                                                Vote

                    About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/-- is a dealer of European model
sports cars.  The Company is also known as Global Motorsport Parts
Inc.  The Company and three of its affiliates filed for protection
on January 31, 2008 (Bankr. D. Del. Lead Case No. 08-10192).
Laura Davis Jones, Esq., James O'Neill, Esq., and Joshua Fried,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as counsel to
the Debtors.  T. Scott Avil, Esq., at CRG Partners Group LLC, is
the Debtors' restructuring services provider.  Federico G.M.
Mennella, Esq., at Lincoln International Advisors, LLC, is the
Debtors' investment banker.  The Debtors selected Epiq Bankruptcy
Solution LLC as their claims agent.

The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Fox
Rothschild LLP and Andrews Kurth LLP serve as the Committee's
counsel.  Edward T. Gavin, CTP, at NachmanHaysBrownstein, Inc., is
the Committee's financial advisor.  Adam Harris, Esq., and David
Hillman, Esq., at Schulte Roth & Zabel LLP, serve as counsel to
the prepetition and postpetition secured lenders.

When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and debts of
between $100 million and $500 million.


GOLDEN EAGLE: Board Adopt New Equity Compensation Plan
------------------------------------------------------
The Board of Directors of Golden Eagle International Inc. on
October 7, 2009, adopted a new equity compensation plan and
granted options under that plan and approved the terms of
employment agreements between both the Company's chief executive
officer and its chief financial officer.  Both employment
agreements and the equity compensation plan itself are subject to
shareholder approval.  Since they are subject to shareholder
approval, the employment agreements are not enforceable against
the Company and the options granted pursuant to the plan are not
exercisable.  Consequently the disclosure in this report is being
voluntarily provided by the Company.

   (A) Revised 2009 Equity Incentive Plan

On October 7, 2009, the Company adopted the Golden Eagle
International, Inc. Revised 2009 Equity Incentive Plan.
Additionally, on that date the Board of Directors nullified the
2009 Equity Incentive Plan which was adopted on March 27, 2009.
The earlier (March 2009) plan is not effective because it, too,
was subject to shareholder approval which has not been obtained.
The Revised Plan and all options granted pursuant to it, are
subject to consideration and approval by Golden Eagle shareholders
by no later than October 6, 2010.

Concurrent with the adoption of the Revised Plan the Board of
Directors granted options to Golden Eagle executive officers and
directors, as well as several of Golden Eagle key employees.  The
options granted under the Revised Plan only vest if and when the
Company's shareholders approve the Revised Plan, and will be
exercisable for a three year term through October 7, 2012.  The
exercise price of all options granted under the Revised Plan is
$0.0011 which was established by calculating the average of the
closing price for the 10 trading days prior to October 7, 2009
($0.0010), the date the Board approved the Plan, plus the addition
of 10% to that average price.   The options were granted as
follows:

     Terry C. Turner, President,                200,000,000
     Chief Operating Officer and
     Chairman of the Board of Directors

     Harlan (Mac) DeLozier, Vice                100,000,000
     President for Bolivian Operations
     and Director

     Tracy A. Madsen, Vice President             75,000,000
     for U.S. Operations, Chief Financial
     Officer, Corporate Secretary and
     Treasurer

     Alvaro Riveros, Director                    10,000,000

     Blane W. Wilson, Chief Operating            80,000,000
     Officer

   (B) Executive Employment Agreements

On October 7, 2009, the Company's Board of Directors approved the
general terms of employment agreements between the Company and:

     1) Terry Turner, the Company's Chief Executive Officer,
        President and Chairman of the Board of Directors; and

     2) Tracy A. Madsen, the Company's Chief Financial Officer and
        Vice President of U.S. Administration.

The Agreements are contingent upon receiving shareholder approval
by October 7, 2010.  If the Agreements are not approved by Golden
Eagle shareholders before October 7, 2010, they will be void ab
initio.  However, it is expected that if the shareholders do not
approve the Agreements Mr. Turner will continue to serve as an at-
will employee and Mr. Madsen will continue to serve under the
terms of his existing employment arrangement.

If they become effective following shareholder approval, the
Agreements are both for an initial 3-year term and will renew for
successive one year terms unless terminated by the Company or the
Executive.  The Turner Agreement provides for a base salary of
$180,000, which is equal to Mr. Turner's current salary; the
Madsen Agreement provides for a base salary of $110,000, which is
equal to his current salary.  The Agreements provide that the
Executive is eligible to receive a discretionary cash bonus based
on the Company's business and results are eligible to participate
in the Company's equity based compensation plans and to receive
other standard employee benefits.  The Agreements impose
restrictive covenants on the Executive, such as confidentiality
obligations and non-solicitation restrictions.

If the Agreements are terminated by the Company without cause, or
not as a result of the Executive's death or disability, the
Executive is entitled to a severance payment equal to the
Executive's base salary at the rate in effect on the termination
date for a period of 6 months, plus one month for each year that
Executive has been with the Company, or through expiration of the
Agreement's original term, whichever is a shorter period of time.
However, in no event will the Executive be entitled to less than 6
months of severance pay.

The Agreements also provide for a severance payment upon a "change
of control event" or if the Agreements are terminated by the
Executive for "good reason."   For the purpose of the Agreements
"good reason" includes: a material breach of the Agreement or
other terms of employment by the Company; a significant change or
diminution in the Executive's duties; and the requirement that the
Executive, without his consent, be based at an office or location
more than 50 miles from his current work location.  The severance
to be paid to Mr. Turner upon a change of control event or upon
the Agreement being terminated for good reason is calculated using
the greater of:

     1) An amount equal to Mr. Turner's base salary at the rate
        in effect on the termination date for a period of
        6 months, plus one month for each year that Mr. Turner has
        been with the Company, or through expiration of the
        Agreement's original term, whichever is a shorter period
        of time; or

     2) An amount equal to 2 times the sum of (a) Mr. Turner's
        then current annual base salary and (b) the amount of the
        most recent discretionary bonus paid to Mr. Turner (if
        any) less applicable withholding.

The severance to be paid to Mr. Madsen upon a change of control
event or upon the Agreement being terminated for good reason is
calculated using the greater of:

     1) An amount equal to Mr. Madsen's base salary at the rate in
        effect on the termination date for a period of 6 months,
        plus one month for each year that Mr. Madsen has been with
        the Company, or through expiration of the Agreement's
        original term, whichever is a shorter period of time; or

     2) An amount equal to (a) one year of Mr. Madsen's current
        annual base salary and (b) the amount of the most recent
        discretionary bonus paid to Mr. Madsen (if any) less
        applicable withholding.

                  Liquidity and Capital Resources

The Company's auditors issued a going concern opinion on its
audited financial statements for the fiscal year ended
December 31, 2008, as the Company had a significant working
capital deficit and substantial losses since inception.  The
Company said these and other matters raise substantial doubt about
its ability to continue as a going concern.

"Due to our working capital deficit of $657,148 at June 30, 2009,
and $1,117,599 at December 31, 2008, we are unable to satisfy our
current cash requirements for any substantial period of time
through our existing capital. We anticipate total operating
expenditures of approximately $1,000,000 pending adequate
financing over the next twelve months for general and
administrative expenses," the Company said.

"Our cash balance of $86,508 as June 30, 2009, is insufficient to
meet these planned expenses.  In order to continue to pay our
expenses, we intend to generate revenue from our contract to
operate the Jerritt Canyon mill and may seek to raise additional
cash by means of debt and/or equity financings.  We have
substantial commitments as summarized under our Capital
Commitments and Requirements Section above that are subject to
risks of default and forfeiture of property and mining rights.  If
we are unable to meet our obligations, or negotiate satisfactory
arrangements, we may have to liquidate our business," the Company
added.

The Company also said if it has any liabilities that it is unable
to satisfy and it qualifies for protection under the U.S.
Bankruptcy Code, it may voluntarily file for reorganization under
Chapter 11 or liquidation under Chapter 7.  "Our creditors may
also file a Chapter 7 or Chapter 11 bankruptcy petition.  If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our
creditors will take priority over our stockholders.  If we fail to
file for bankruptcy under Chapter 7 or Chapter 11 and we have
creditors; such creditors may institute proceedings against us
seeking forfeiture of our assets, if any," the Company said.

                        About Golden Eagle

Headquartered in Salt Lake City, Utah, Golden Eagle International,
Inc., (OTCBB: MYNG) is engaged in contract gold milling operations
in the state of Nevada in the United States.  It has also been
involved in the business of minerals exploration, mining and
milling operations in Bolivia through its Bolivian-based wholly
owned subsidiary, Golden Eagle International, Inc. (Bolivia);
however it is engaged in no operations in Bolivia at this time as
certain of those operations are suspended pending changes in the
social/political and mine taxing environments in Bolivia while the
Company has terminated its interest in other Bolivian projects.
The Company has entered into an agreement with Queenstake
Resources USA, Inc., a wholly owned subsidiary of Yukon-Nevada
Gold Corp., to operate the Jerritt Canyon gold mill located 50
miles north of Elko, Nevada.

As of June 30, 2009, the Company had total net assets of
$7,557,245 compared to total assets of $6,123,914 as of December
31, 2008.  The assets include current assets, such as cash and
prepaid expenses.  The current assets increased to $1,955,427 as
of June 30, 2009, from $209,392 as of December 31, 2008.  As of
June 30, 2009, the Company had $2,725,398 in total liabilities.


GOLDEN EAGLE: Mining Firm Offers $10 Mil. for Gold Bar Mill
-----------------------------------------------------------
Golden Eagle International, Inc., has received a Letter of Intent
offering $10 million for the purchase of the Company's Gold Bar
mill from LWMG, LLC, a private exploration and mining company with
mining interests in Nevada and Utah.  The Gold Bar mill is a 3,500
to 4,000 ton-per-day carbon-in-pulp gold mill located 25 miles
northwest of Eureka, Nevada, that the Company has owned since
2004.

The terms of the LOI provide for a $1 million down payment to be
made by October 30, 2009, with $9 million deposited into escrow
pending the completion of the permitting process.  LWMG has also
offered to negotiate a long-term operating agreement (referred to
as a "tolling relationship" in its LOI), which would call for
Golden Eagle to be the operator of the Gold Bar mill.  However, if
the permitting process were not successful, then the offered
purchase price would decline to $5 million.

The Company anticipates that it and LWMG will meet in the near
future to negotiate the terms and conditions of both the proposed
sale of the Gold Bar mill and the operating agreement. Golden
Eagle also intends to carry out due diligence regarding LWMG's
offer, and further intends to cooperate with LWMG on its due
diligence with respect to the proposed transaction.  Among the
questions to be addressed during the negotiation period are when
the $1 million down payment will be made and the conditions for
its return to LWMG, when the $9 million will be deposited into
escrow, the nature of the permitting that will be required as a
condition for the full $10 million purchase price, to allocate
responsibility for permitting and due diligence operations, to set
forth additional conditions precedent to the transaction, and to
establish a timetable for the completion of the transaction.

While Golden Eagle cannot offer any assurance that it will reach
satisfactory terms with LWMG regarding its offer to purchase the
Gold Bar mill, or for an operating agreement, the Company intends
to enter into good faith negotiations with LWMG to seek mutually
beneficial terms and conditions.

                  Liquidity and Capital Resources

The Company's auditors issued a going concern opinion on its
audited financial statements for the fiscal year ended
December 31, 2008, as the Company had a significant working
capital deficit and substantial losses since inception.  The
Company said these and other matters raise substantial doubt about
its ability to continue as a going concern.

"Due to our working capital deficit of $657,148 at June 30, 2009
and $1,117,599 at December 31, 2008, we are unable to satisfy our
current cash requirements for any substantial period of time
through our existing capital. We anticipate total operating
expenditures of approximately $1,000,000 pending adequate
financing over the next twelve months for general and
administrative expenses," the Company said.

"Our cash balance of $86,508 as June 30, 2009, is insufficient to
meet these planned expenses.  In order to continue to pay our
expenses, we intend to generate revenue from our contract to
operate the Jerritt Canyon mill and may seek to raise additional
cash by means of debt and/or equity financings.  We have
substantial commitments as summarized under our Capital
Commitments and Requirements Section above that are subject to
risks of default and forfeiture of property and mining rights.  If
we are unable to meet our obligations, or negotiate satisfactory
arrangements, we may have to liquidate our business," the Company
added.

The Company also said if it has any liabilities that it is unable
to satisfy and it qualifies for protection under the U.S.
Bankruptcy Code, it may voluntarily file for reorganization under
Chapter 11 or liquidation under Chapter 7.  "Our creditors may
also file a Chapter 7 or Chapter 11 bankruptcy petition. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our
creditors will take priority over our stockholders.  If we fail to
file for bankruptcy under Chapter 7 or Chapter 11 and we have
creditors; such creditors may institute proceedings against us
seeking forfeiture of our assets, if any," the Company said.

                        About Golden Eagle

Headquartered in Salt Lake City, Utah, Golden Eagle International,
Inc., (OTCBB: MYNG) is engaged in contract gold milling operations
in the state of Nevada in the United States.  It has also been
involved in the business of minerals exploration, mining and
milling operations in Bolivia through its Bolivian-based wholly
owned subsidiary, Golden Eagle International, Inc. (Bolivia);
however it is engaged in no operations in Bolivia at this time as
certain of those operations are suspended pending changes in the
social/political and mine taxing environments in Bolivia while the
Company has terminated its interest in other Bolivian projects.
The Company has entered into an agreement with Queenstake
Resources USA, Inc., a wholly owned subsidiary of Yukon-Nevada
Gold Corp., to operate the Jerritt Canyon gold mill located 50
miles north of Elko, Nevada.

As of June 30, 2009, the Company had total net assets of
$7,557,245 compared to total assets of $6,123,914 as of
December 31, 2008.  The assets include current assets, such as
cash and prepaid expenses.  The current assets increased to
$1,955,427 as of June 30, 2009, from $209,392 as of December 31,
2008.  As of June 30, 2009, the Company had $2,725,398 in total
liabilities.


GPS INDUSTRIES: Assets Sold; Biz. Merged with ProLink
-----------------------------------------------------
Falconhead Capital, LLC, disclosed the formation of GPSI Holdings,
LLC.  GPSI was created through the acquisition of and subsequent
three-way merger of GPS Industries, Inc., ProLink Systems, Inc.,
and a series of assets previously owned by David Chessler, who has
been named CEO of GPSI.  GPS Industries was acquired through a
sale process conducted under Section 363 of the U.S. Bankruptcy
Code.  Financial terms of the transactions were not disclosed.

Falconhead has immediately established GPSI as the leading player
in the golf cart-mounted GPS industry globally, with systems
deployed on nearly 1,000 courses predominantly in North America
and Europe.  Falconhead expects that the acquisition of these
businesses at very attractive valuations, and their combination,
will result in significant cost, revenue and technological
synergies that will position GPSI for significant profitable
growth.  In particular, GPSI will implement extensive product and
service improvements that will benefit customers and enhance the
playing experience for players around the world.

Falconhead's partner in GPSI is Greg Norman, the professional
golfer and head of Great White Shark Enterprises, a corporation
primarily focused on golf.  Mr. Norman, a long-time member of
Falconhead's advisory board, was involved in conceiving and
executing the transactions.  Mr. Norman will own a significant
equity stake in GPSI and has entered into an agreement to promote
the company's business.

As part of GPSI's long-term growth strategy, the company has
established an exclusive partnership with Club Car to leverage its
sales force of more than 120 representatives and its extensive
global distribution network.

David S. Moross, chairman and chief executive officer of
Falconhead Capital, said, "We are proud to create the leading
provider of cart-mounted GPS services to golf courses.  The
transactions that led to the formation of GPSI Holdings further
demonstrate our ability to pursue and complete complex investment
opportunities, and the new company is highly complementary to our
investment strategy given our long ties to golf, and our expertise
in leisure and lifestyle.  By bringing together these three
businesses, we have created a new company with the financial
strength, operational efficiency, technology expertise, business
model and geographic reach necessary to succeed over the long
term.

"We are fortunate that our friend Greg Norman is our partner in
GPSI, given his immense stature in the golf world as a player and
businessman.  We look forward to working together to further build
this powerful platform," Mr. Moross concluded.

Mr. Norman said, "This transacti`on further promotes the
consolidation of the industry which started with GPS Industries'
acquisition of UpLink in late 2008 and now includes the merger
with ProLink and ProView.  This consolidation, together with other
strategies, several of which specifically capitalize on the
current economic landscape, will position GPSI to realize its full
potential.  It has been a pleasure to work closely with David and
the Falconhead team, and we look forward to a very successful
venture."

                     About Falconhead Capital

Falconhead Capital, LLC -- http://www.falconheadcapital.com/,with
$500 million of assets under management, is a private equity firm
established in 1998 to provide investors with significant long-
term capital appreciation by investing globally in consumer-
focused businesses in the sport, leisure, lifestyle, and media
categories.  In addition to NYDJ, Falconhead Capital's current
portfolio investments include Competitor Group, Inc., Extreme
Fitness, Inc., Not Your Daughter's Jeans, Our365 (f/k/a Growing
Family), Escort, Inc., and Premier, Inc. Past Falconhead portfolio
investments include, among others, National Powersport Auctions,
Maritime Telecommunications Network, The Golf Warehouse, and ESPN
Classic Europe, LLC.

                About Great White Shark Enterprises

Great White Shark Enterprises is a multi-national corporation
headed by Greg Norman with offices in West Palm Beach, Fla., and
Sydney, Australia.  The Company administrates a variety of
businesses including Greg Norman Golf Course Design, Greg Norman
Collection (apparel), Greg Norman Estates (wine), Greg Norman
Production Company (event management), Medallist Developments and
Southern Cross Developments (real estate development), and
numerous other merchandising and licensing arrangements.

                      About GPSI Holdings LLC

Headquartered in Sarasota, Florida, GPSI Holdings develops,
manufactures and sells new and refurbished cart-mounted GPS
distance measurement devices along with the related infrastructure
for use with golf course operations, and provides service required
to properly maintain the units.  Golf courses benefit from GPSI's
systems through increased customer satisfaction, improved course
management, potential revenue generation and enhanced safety.

                        About GPS Industries

GPS Industries, Inc., was a golf course global positioning system
manufacturer in Sarasota, Florida.  It filed for Chapter 11
bankruptcy protection on July 31, 2009 (Bankr. M.D. Fla. Case
No. 09-16766).  Judge  Catherine Peek McEwen presides over the
case.  Richard J. McIntyre, Esq., at McIntyre, Panzarella,
Thanasides & Eleff, in Temple Terrace, Florida, serves as the
Debtor's counsel.  The Debtor listed $2,971,388 in assets and
$27,901,483 in debts in its petition.


GRAMERCY CAPITAL: Settles Exchange of $97.5MM Jr. Sub. Notes
------------------------------------------------------------
Gramercy Capital Corp. on October 16 said that it has settled an
exchange of $97.5 million of junior subordinated notes due
June 30, 2035, issued by its operating partnership subsidiary for
an equivalent par value amount of various classes of bonds
previously purchased in the open market issued by affiliates
Gramercy Real Estate CDO 2005-1, Gramercy Real Estate CDO 2006-1
and Gramercy Real Estate CDO 2007-1.  The exchange leaves
$52.5 million of additional junior subordinated notes outstanding.

Gramercy Capital Corp. -- http://www.gramercycapitalcorp.com/--
is an integrated commercial real estate finance and property
investment company whose Gramercy Finance division focuses on the
direct origination and acquisition of whole loans, subordinate
interests in whole loans, mezzanine loans, preferred equity, CMBS
and other real estate securities, and whose Gramercy Realty
division targets commercial properties net leased primarily to
financial institutions and affiliated users throughout the United
States.  Gramercy is externally-managed by GKK Manager LLC, which
is a wholly-owned subsidiary of SL Green Realty Corp.  Gramercy is
headquartered in New York City, and has regional investment and
portfolio management offices in Los Angeles, California,
Jenkintown, Pennsylvania, and Charlotte, North Carolina.


GREDE FOUNDRIES: Court Sets November 30 as Claims Bar Date
----------------------------------------------------------
Grede Foundries Inc. and its debtor-affiliates ask the Hon. Robert
D. Martin of the U.S. Bankruptcy Court for the Western District of
Wisconsin to set Nov. 30, 2009, as deadline for creditors to file
proofs of claim.

The Debtors propose Jan. 13, 2009, as last day of all governmental
units to file proofs of claim.

All proofs of claim must be filed to:

   Grede Foundries Claim Processing
   c/o Kurtzman Carson Consultants LLC
   2335 Alaska Avenue
   El Segundo, California 90245

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company filed for Chapter 11 on June 30, 2009 (Bankr. W.D.
Wisc. Case No. 09-14337).  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor in its restructuring efforts.
The Debtor selected Conway Del Genio Gries & Co. as restructuring
advisor; Leverson & Metz S.C. as special counsel; and Kurtzman
Carson Consultants LLC as claims agent.  The Debtor listed total
assets of $143,983,000 and total debts of $148,243,000.


GREEKTOWN HOLDINGS: Creditors Accept Mgt. Plan, Reject Luna Plan
----------------------------------------------------------------
The Joint Plan of Reorganization submitted by Greektown Holdings
LLC and its debtor affiliates and Merrill Lynch Capital
Corporation was overwhelmingly supported by prepetition lenders.

According to a certification filed by Michael J. Paque, a senior
managing consultant of Kurtzman Carson Consultants LLC, the
Debtors' voting and claims agent, 80.6% of the Prepetition
Lenders voted to accept the Debtors' Plan.  The Lenders who gave
a "yes" vote to the Debtors' Plan have claims, aggregating
$220 million, against the Debtors.  However, the Plan was also
overwhelmingly rejected by holders of general unsecured claims
and trade claims.

                        Voting Results
                     on the Debtors' Plan
  ___________________________________________________________
|           |                        |                      |
|           |       Accepting        |     Rejecting        |
|   Class   |________________________|______________________|
|           | No. of  |    Amount    | No. of  |   Amount   |
|           | Holders |     Held     | Holders |    Held    |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|   2, 8,   |   75    | $220,747,338 |    18   | $60,563,749|
|  13, 17,  |         |              |         |            |
|  21, 25   | (80.65%)|   (78.47%)   | (19.35%)|  (21.53%)  |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    6    |   $700,436   |    31   | $12,671,073|
|    10     |         |              |         |            |
|           | (16.22%)|    (5.24%)   | (83.78%)|   (0.00%)  |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    2    |    $54,183   |    8    | $3,176,266 |
|    11     |         |              |         |            |
|           | (20.00%)|    (1.68%)   | (80.00%)|  (98.32%)  |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    0    |    $0.00     |    1    |     $1     |
|    28     |         |              |         |            |
|           | (0.00%) |    (0.00%)   |  (100%) |   (100%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    0    |    $0.00     |    1    | $56,336,740|
|    31     |         |              |         |            |
|           | (0.00%) |    (0.00%)   |  (100%) |   (100%)   |
|___________|_________|______________|_________|____________|

On the other hand, the Alternative Plan of Reorganization
submitted by Luna Greektown LLC and Plainfield Asset Management
LLC and its affiliates was overwhelmingly rejected by all
creditors.

                         Voting Results
                        on the Luna Plan

  ___________________________________________________________
|           |                        |                      |
|           |       Accepting        |     Rejecting        |
|   Class   |________________________|______________________|
|           | No. of  |    Amount    | No. of  |   Amount   |
|           | Holders |     Held     | Holders |    Held    |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|   2, 9,   |    0    |    $0.00     |    90   |$273,124,294|
|  15, 20,  |         |              |         |            |
|  25, 30   | (0.00%) |    (0.00%)   |  (100%) |   (100%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    3    |  $10,745,000 |    66   |$147,361,000|
|     5     |         |              |         |            |
|           | (4.35%) |    (6.80%)   | (95.65%)|  (93.20%)  |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    0    |    $0.00     |    4    |  $81,073   |
|     6     |         |              |         |            |
|           | (0.00%) |    (0.00%)   |  (100%) |   (100%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    6    |   $541,200   |    16   | $15,243,619|
|    12     |         |              |         |            |
|           | (27.27%)|    (3.43%)   | (72.73%)|   (96.57%) |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    9    |    $122,936  |    15   | $3,450,905 |
|    13     |         |              |         |            |
|           | (37.50%)|    (3.44%)   | (62.50%)|   (96.56%) |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    0    |    $0.00     |    1    |     $1     |
|    34     |         |              |         |            |
|           | (0.00%) |    (0.00%)   |  (100%) |   (100%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    0    |    $0.00     |    1    | $56,336,740|
|    37     |         |              |         |            |
|           | (0.00%) |    (0.00%)   |  (100%) |   (100%)   |
|___________|_________|______________|_________|____________|
|           |         |              |         |            |
|           |    2    |    $271,295  |    5    | $3,450,905 |
|    38     |         |              |         |            |
|           | (28.57%)|    (8.57%)   | (71.43%)|   (94.43%) |
|___________|_________|______________|_________|____________|


The summary ballot reports of the Plan Proponents are available
for free at:

           http://bankrupt.com/misc/GrktnDebtSum.pdf
           http://bankrupt.com/misc/GrktnLunaSum.pdf

The Detroit Free Press reported that Conway MacKenzie Inc.
professional Charles Moore have informed the Michigan Gaming
Control Board Tuesday, October 13, of the voting results on the
Debtors' Plan.

"We are very pleased with where things stand today, though we
anticipate challenges and we anticipate a contested confirmation
hearing," Crain's Detroit Business quoted Mr. Moore as telling
the MGCB.  Several objections have already been filed with
respect to the confirmation of the competing Chapter 11 Plans in
the Debtors' cases.

The hearing for the Bankruptcy Court's recommendation of the best
plan for the Debtors has been scheduled for November 3, 2009.
The Court will also be taking into consideration the voting
results tabulated by Kurtzman.  The Plan is also subject for
approval by the MGCB.

At the MGCB meeting Tuesday, Mr. Moore also revealed the
Greektown Casino's enterprise value is $540 million, "an amount
that has been kept confidential until now because investors have
been bidding on a purchase of the casino," Daniel Duggan of
Crain's Detroit Business related.

Greektown Casino aims to exit bankruptcy by December 31, 2009,
Mr. Moore also told the MGCB, according to The Detroit Free
Press.

                      About Greektown Casino

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

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

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


GREEKTOWN HOLDINGS: Detroit Wants Changes to Luna Plan
------------------------------------------------------
The City of Detroit asks the Court not to confirm the Plan of
Reorganization submitted by Luna Greektown LLC and Plainfield
Asset Management LLC and its affiliates unless certain paragraphs
are revised.

Representing the City, Cezar M. Froelich, Esq., at Shefsky &
Froelich Ltd., in Chicago, Illinois, contends that the Luna Plan
fails to adequately address the consent required of the City to
the assignment, transfer, or modification of the Development
Agreement related to the development, construction and operation
of Greektown Casino's newest hotel in Detroit.

To cure the Luna Plan defects at a minimum, Mr. Froelich submits
that certain paragraphs of the Luna Plan must be amended by
adding these provision:

  * Paragraph 6.2.5 -- All authorizations, consents, and
    regulatory approvals required for this Plan's effectiveness
    will have been obtained including, without limitation, any
    required MGCB and City of Detroit regulatory approvals and
    consents;

  * Paragraph 6.28 -- The City of Detroit, a municipal
    corporation, The Economic Development Corporation of the
    City of Detroit, a Michigan public body corporate, and the
    Luna Plan Proponents, a new Michigan limited liability
    company, will enter into an Amended and Restated Development
    Agreement, that amends, supersedes, and restates in its
    entirety an agreement as originally executed as of August 2,
    2002, as amended by that certain First Amendment to
    Development Agreement dated July 2003.

Mr. Froelich tells the Court that discovery of the matters raised
by the Luna Plan and the City's objection is ongoing.

Before the City filed its confirmation objection, it entered into
a Court-approved stipulation for an extension of the time the
City may filed an objection to the Debtors' Plan from October 13,
2009 to October 26, 2009.

                      About Greektown Casino

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

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

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


GREEKTOWN HOLDINGS: Luna Plan Faces Objection From Mgt., UAW
------------------------------------------------------------
Greektown Holdings, LLC, and Merrill Lynch Capital Corporation ask
the Court to deny confirmation of the Chapter 11 Plan submitted by
Luna Greektown LLC and Plainfield Asset Management and its
affiliates.

The Luna Plan has been unanimously rejected by the prepetition
lenders and overwhelmingly rejected by all other classes of
creditors, Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in
Bloomfield Hills, Michigan, points out.

Mr. Weiner contends that the Luna Plan improperly classifies the
Luna Plan Proponents' Claim in order to "gerrymander" an
accepting Class, and therefore does not comply with Sections
1129(a)(1) and 1129(a)(10) of the Bankruptcy Code.

In addition, Mr. Weiner points out, the Luna Plan fails to comply
with the cram-down provisions of Section 1129(b) of the
Bankruptcy Code since under the Luna Plan, the Prepetition
Lenders neither receive deferred cash payments equal to the value
of their claims while retaining their liens, nor do they receive
the "indubitable equivalent" equal to the value of their secured
claims.

For these reasons, Mr. Weiner asserts, on the Debtors' behalf,
that the Luna Plan cannot be confirmed.

                           UAW Objection

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America, together with the
Detroit Casino Council as a party to a collective bargaining
agreement covering a substantial majority of the Debtors' hourly
workforce, ask the Court to deny confirmation of the Chapter 11
Plan submitted by Luna Greektown LLC, but reserves its rights
regarding the Plan submitted by the Debtors and Merrill Lynch
Capital Corporation.

Niraj R. Ganatra, Esq., the UAW's associate general counsel,
notes that the Debtors' Plan provides for continued and future
performance by the Debtors of the CBA while the Luna Plan does
not specify any treatment of the CBA.

"Rather, the [Luna Plan] retains broad powers allowing Debtors to
reject executory contracts, up to and including the Effective
Date," Mr. Ganatra points out.  A Luna Plan cannot be confirmed
if it operates to reject the CBA, he says.

Hence, without the inclusion of certain modifications with
respect to the CBA, the Luna Plan cannot be confirmed, Mr.
Ganatra asserts.

The UAW maintains that it opposes Court approval of any Plan
providing rejection of the CBA.

                   Creditors Committee Objection

The Official Committee of Unsecured Creditors and Deutsche Bank
Trust Company Americas, as Indenture Trustee for the Senior Notes,
filed an objection to the Joint Plan of Reorganization submitted
by the Debtors and Merrill Lynch Capital Corporation.  The
document, however, was filed under seal pursuant to the Court's
order regarding discovery on the competing plans for Greektown
Casino's reorganization.

In a separate filing dated October 15, 2009, the Committee asked
the Court not to confirm Luna Greektown LLC and Plainfield Asset
Management LLC's Alternative Chapter 11 Plan.

Representing the Committee, Joel D. Applebaum, Esq., at Clark
Hill PLC, in Birmingham, Michigan, argues that the Luna Plan
"piggybacks upon the Debtors' and Prepetition Lenders' remarkable
undervaluation of the Debtors' gaming enterprise and defective
financial projections."  He elaborates that the Luna Plan
compounds those defects by proposing a plan of reorganization
premised on a grossly depressed valuation, which grants the Luna
Plan Proponents a significant amount of equity in the Reorganized
Debtors in exchange for marginal consideration, while virtually
eliminating the rights of the Debtors' unsecured creditors.

Mr. Applebaum points out that "to accomplish its coup, the
Alternative Plan Proponents improperly construct[ed] a separate
class of impaired creditors, namely a class comprised solely of
the claims of the Alternative Plan Proponents, in violation of
Section 1122(a) of the Bankruptcy Code."  He contends that
gerrymandering for the purpose of creating an accepting class of
creditors has been flatly rejected by courts.

The Luna Plan has been rejected by all classes of creditors,
except that of the Alternative Plan Proponents, therefore the
Luna Plan is not fair and equitable within the meaning of Section
1129(b) of the Bankruptcy Code, Mr. Applebaum emphasizes.

In sum, the Committee asserts that the Luna Plan is not
confirmable for these reasons:

  1. It improperly classifies similar claims separately for the
     sole purpose of gerrymandering;

  2. It provides for the payment of in excess of 100% of the
     Prepetition Lenders' claims;

  3. It discriminates in treatment between holders of general
     unsecured claims;

  4. It improperly provides for substantive consolidation of all
     of the Debtors' estates;

  5. It grants improper releases to the Released Parties;

  6. It violates the best interest of creditors test because
     under a proper liquidation analysis which would include the
     value of certain avoidance actions, unsecured creditors
     would receive more in a liquidation than under the Luna
     Plan; and

  7. It was proposed in bad faith.

Before the Committee filed its confirmation objection, it entered
into a Court-approved stipulation with the Official Committee of
Unsecured Creditors and Luna Greektown LLC and Plainfield Asset
Management LLC and its affiliates for an extension of the
Committee's time to object to the Debtors' Plan from October 13,
2009 to October 15, 2009.

                  Jim & Viola Papas Objection

Dimitrios Papas and Viola Papas, Pegasus Greektown Inc., Dionysis
LLC, and Helicon Development LLC d/b/a/ Helicon Holdings oppose
confirmation of the Chapter 11 Plan proposed by Luna Greektown
LLC's and Plainfield Asset Management LCC and its affiliates.

Lisa S. Gretchko, Esq., at Howard & Howard Attorneys PLLC, in
Royal Oak, Michigan, contends that the Luna Plan is not
confirmable because it violates Sections 524 and 553 of the
Bankruptcy Code.

The Papases timely filed Proofs of Claim against Kewadin
Greektown Casino LLC and Monroe Partners LLC.  The Luna Plan
classifies the Papases' Kewadin Claim in Class 37, and the Monroe
Claim in two separate classes, namely Class 34 and Class 35.
"This treatment of the Papases' Monroe Claim is confusing, at
best," Ms. Gretchko says.

The Luna Plan, Ms. Gretchko contends, should not be confirmed
until and unless the treatment of all claims is clear and
understandable.  She notes that as long as the Luna Plan is
unclear, it is impossible for creditors to cast an informed
ballot on the Luna Plan.

Pegasus, Dionysis and Helicon each timely filed Proofs of Claim
of up to $5,427,052, which are secured by rights of setoff, and
have been put in Class 11 entitled "Other Allowed Secured Claims
Against Greektown Casino LLC."

On August 17, 2009, the Official Committee of Unsecured Creditors
and Deutsche Bank Trust Company Americas filed a motion for
authorization to initiate and prosecute avoidance claims on
behalf of the Debtors' estates.  Ms. Gretchko points out that
without any factual support  whatsoever, the Movants in the
Avoidance Claim Motion assert that the transfers of proceeds from
certain bonds allegedly issued by certain of the Debtors before
the Petition Date purportedly "support colorable and extremely
valuable Avoidance Claims" and that the potential defendants of
the claims are insiders or former insiders of the Debtors,
including the Papases, who allegedly received said proceeds
without having given any discernable equivalent value in return."

The Papases filed a response and reservation of rights to the
Avoidance Claim Motion on September 1, 2009.  A hearing on the
Avoidance Claim Motion was conducted on September 3, 2009, but
the Court has not yet issued a ruling as of presstime.

Ms. Gretchko asserts that if the Court confirms either one of the
competing Plans, then either the Debtors or other parties charged
with commencing avoidance actions might file avoidance claims
against the Papases.

The Papases vehemently dispute the merits of any avoidance claims
that might be raised against them, asserting that there is no
factual or legal basis for those claims, nor have the Committee,
Deutsche Bank or any other party alleged anything more than mere
conjecture, conclusory allegations and self-serving rhetoric in
their Avoidance Claim Motion or otherwise.

Ted and Maria Gatzaros concur with the Papases and ask the Court
to deny confirmation of the Debtors' Plan and the Luna Plan.

The Gatzaros are the holders of allowed secured claims, having
timely filed two proofs of claim against Kewadin Greektown Casino
LLC and Monroe Partners LLC, each amounting to $56,336,740 plus
other amounts more described in the Proofs of Claim.

                      About Greektown Casino

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

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

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


GREEKTOWN HOLDINGS: Luna/Plainfield Want Mgt. Plan Rejected
-----------------------------------------------------------
Luna Greektown LLC and Plainfield Asset Management LLC and its
affiliates ask the Court to deny confirmation of the Chapter 11
Plan submitted by Greektown Holdings LLC and and Merrill Lynch
Capital Corporation.

Katherine R. Catanese, Esq., at Foley & Lardner LLP, in Detroit,
Michigan, contends that the Debtors' Plan continues to ignore the
"elephant in the room," which is the requirement of satisfying
the standards for licensing a casino under Michigan law.  She
adds that the Debtors' Plan still fails to provide any mechanism
for the equity holders in the Reorganized Debtors to either (i)
be licensed by the Michigan Gaming Control Board to own a casino,
or (ii) qualify for any exemptions to the MGCB's licensing
requirements.

The Debtors' Plan is conditioned on the Prepetition Lenders'
ability to obtain licensing from the MGCB or to be exempt, but
the Debtors have not provided any information on how that
condition will be satisfied, Ms. Catanese tells the Court.

"[Moreover,] nowhere in the Debtors' Plan is there any indication
that any Prepetition Lenders intend to become licensed, instead,
it appears highly likely that many of the PrePetition Lenders
will seek to avail themselves of exemptions," Ms. Catanese points
out.  She adds that if all, or virtually all of the Prepetition
Lenders attempt to claim exemptions, the Debtors' creditors could
run the risk that:

  (1) the MGCB would conclude that granting everyone an
      exemption would in effect swallow the licensing
      requirements; or

  (2) if the MGCB does not reach that conclusion, the business
      may suffer from the lack of an active, engaged owner,
      thereby diminishing recoveries for all stakeholders.

For these reasons, Ms. Catanese asserts that the Debtors' Plan
therefore fails to comply with Michigan law and cannot be
confirmed.

                      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)


GREENSHIFT CORP: Files Infringement Suit Against Westfalia
----------------------------------------------------------
The U.S. Patent and Trademark Office on October 13, 2009, issued
U.S. Patent No. 7,601,858, titled "Method of Processing Ethanol
Byproducts and Related Subsystems" (the '858 Patent") for the
extraction of corn oil to GS CleanTech Corporation, a wholly-owned
subsidiary of GreenShift Corporation.

GS CleanTech Corporation filed a legal action on October 13, 2009
in the U.S. Bankruptcy Court for the Southern District of New York
captioned GS CleanTech Corporation v. GEA Westfalia Separator,
Inc.; and DOES 1-20, alleging infringement of the '858 Patent.

On October 13, 2009, GreenShift filed a Motion to Dismiss with the
same court relative to a separate complaint filed previously by
Westfalia alleging (1) false advertising in violation of the
Lanham Act ss. 43(a); (2) deceptive trade practices and false
advertising in violation of New York General Business Law ss.ss.
349, 350 and 350-a; and (3) common law unfair competition.

On October 13, 2009, Westfalia filed its First Amended Complaint
in the matter captioned GEA Westfalia Separator, Inc. and Ace
Ethanol, LLC v. GreenShift Corporation, which compliant included
Ace Ethanol, an ethanol production company, and added claims
seeking a declaratory judgment of invalidity or non-infringement.

On October 13, 2009, ICM, Inc., filed a complaint in the United
States District Court (Kansas District) in the matter captioned
ICM, Inc. v. GS CleanTech Corporation and GreenShift Corporation,
alleging unfair competition, interference with existing and
prospective business and contractual relationships, and deceptive
trade practices.  ICM is also seeking declaratory judgment of
invalidity and non-infringement of the '858 patent.

                         About GreenShift

GreenShift Corporation develops and commercializes clean
technologies that facilitate the efficient use of natural
resources.  It owns four corn oil extraction facilities located in
Oshkosh, Wisconsin; Medina, New York; Marion, Indiana; and Riga,
Michigan.  It has also installed one facility in Albion, Michigan
under a modified version of its market offering where clients paid
the Company to build the extraction facility.

As of June 30, 2009, the Company had $20,799,615 in total assets
and $73,835,046 in total liabilities, resulting in $53,035,432 in
stockholders' deficit.

GreenShift said management intends to raise capital from debt and
equity transactions to fund operations, to increase revenue and to
cut expenses to reduce the loss from operations.  There can be no
assurances that the Company will be able to eliminate both its
working capital deficit and its operating losses.


GRUBB & ELLIS: Kojaian Discloses 24.6% Equity Stake
---------------------------------------------------
Kojaian Holdings LLC, Kojaian Ventures, L.L.C., and C. Michael
Kojaian disclosed holding 16,045,322 shares or roughly 24.6% of
the outstanding shares of Grubb & Ellis Company Common Stock.

As reported by the Troubled Company Reporter, Grubb & Ellis on
October 1, 2009, obtained an amendment to its senior secured
revolving credit facility which, among other things, modifies and
provides the Company an extension from September 30, 2009, to
November 30, 2009, to (i) effect its recapitalization plan and in
connection therewith to effect a prepayment of at least 72% of the
Revolving Credit A Advances, and (ii) sell four commercial
properties, including the two real estate assets that the Company
had previously acquired on behalf of Grubb & Ellis Realty
Advisors, Inc.

                    About Grubb & Ellis Company

Named to The Global Outsourcing 100(TM) in 2009 by the
International Association of Outsourcing Professionals(TM), Grubb
& Ellis Company (NYSE: GBE) -- http://www.grubb-ellis.com/-- is
one of the largest and most respected commercial real estate
services and investment companies in the world.  Its 6,000
professionals in more than 130 company-owned and affiliate offices
draw from a unique platform of real estate services, practice
groups and investment products to deliver comprehensive,
integrated solutions to real estate owners, tenants and investors.
The firm's transaction, management, consulting and investment
services are supported by highly regarded proprietary market
research and extensive local expertise.  Through its investment
subsidiaries, the company is a leading sponsor of real estate
investment programs that provide individuals and institutions the
opportunity to invest in a broad range of real estate investment
vehicles, including public non-traded real estate investment
trusts (REITs), tenant-in-common (TIC) investments suitable for
tax-deferred 1031 exchanges, mutual funds and other real estate
investment funds.


HARRAH'S OPERATING: S&P Downgrades Rating on $9.25 Bil. Facilities
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
rating on Harrah's Operating Co. Inc.'s $9.25 billion senior
secured credit facilities and $2.095 billion senior secured notes,
and removed the ratings from CreditWatch with negative
implications, where they were placed on Sept. 22, 2009.  As
outlined in S&P's press release on Sept. 22, 2009, given the
greater amount of first-lien senior secured debt outstanding
following the funding of the $1 billion incremental senior secured
term loans, S&P revised its recovery rating on these issues to '2'
from '1'.  The '2' recovery rating indicates S&P's expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default.  In addition, S&P lowered its issue-level rating
on these issues to 'B-' (one notch higher than the 'CCC+'
corporate credit rating) from 'B', in accordance with S&P's
notching criteria for a '2' recovery rating.

The corporate credit rating on Harrah's Entertainment Inc. is
'CCC+' and the rating outlook is developing.  The rating reflects
the company's weak credit metrics and limited liquidity.  In
addition, it reflects S&P's expectation for continued negative
trends in net revenues and EBITDA over the next few quarters,
which could challenge Harrah's ability to service its debt
obligations given extremely thin EBITDA coverage of interest.

                           Ratings List

                    Harrah's Operating Co. Inc.

      Corporate Credit Rating              CCC+/Developing/--

             Ratings Lowered; Recovery Rating Revised

                    Harrah's Operating Co. Inc.

                                       To             From
                                       --             ----
  Senior Secured                       B-             B/Watch Neg
   Recovery Rating                     2              1


HARVEST OIL: Plan Confirmation Hearing to Begin Nov. 9
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
has approved Harvest Oil & Gas, LLC, et al.'s second amended
disclosure statement in support of the second amended plan of
reorganization of the Debtors dated October 6, 2009.  The approval
of the disclosure statement paves the way for the Debtors to
solicit support on the Plan, then approval of the Plan at the
confirmation hearing.

The Court fixed November 4, 2009, as the last date for filing
written acceptances or rejections of the Plan.  November 4, 2009,
is also fixed as the last date for filing and serving objections,
if any, to the confirmation of the Plan.  November 9, 10, 12, and
13, 2009, at 9:00 a.m. are fixed as the dates and times for
hearing on confirmation of the Plan.

A copy of the second amended plan of reorganization is available
for free at http://bankrupt.com/misc/harvestoil.chapter11plan.pdf

A copy of the second amended disclosure statement, which details
the terms of the second amended plan of reorganization, is
available for free at:

    http://bankrupt.com/misc/harvestoil.disclosurestatement.pdf

Macquarie's secured claim under Class 2 will be paid in cash in
accordance with the terms of the Macquarie Credit Agreement.

Wayzata's secured claim under Class 3, in the event that it votes
to accept the Debtors' Plan, will be paid in cash in accordance
with the terms of the Wayzata Credit Agreement.  In addition, on
the later of the Plan's Effective Date and the date Wayzata's
secured claim becomes an allowed secured claim, the holder of the
allowed secured claim will receive the Wayzata New Shares.

Each holder of General unsecured claims under Class 6 will receive
in cash, at the written election of said holder made at or prior
to the confirmation hearing, (i)(x) 90% of of the amount of the
allowed general unsecured claim on the Effective Date and (y) 10%
of the amount of the allowed general unsecured claim 90 days after
the Effective Date plus interest on the allowed general unsecured
claim at the applicable interest rate plus applicable fees as
provided by applicable law that are allowed; or (ii) 100% of the
allowed general unsecured claim on the Effective Date plus
interest on the allowed general unsecured claim for the applicable
interest period at the federal interest rate.

Non-Warrant Equity Interests in Saratoga Resources, Inc. under
Class 9 will retain their allowed Equity Interests, which will be
converted to identical Equity Interests in Reorganized Saratoga on
the Effective Date; provided that holders of these allowed Non-
Warrant Equity Interests in Saratoga will receive no distribution
in respect of their allowed Non-Warrant Equity Interests until all
allowed claims are paid in full in accordance with the terms of
the Plan.

Holders of allowed Warrants in Saratoga under Class 10 will retain
their allowed Equity Interests, which will be converted to
identical Equity Interests in Reorganized Saratoga on the
Effective Date; provided that holders of these allowed Warrants in
Saratoga will receive no distribution in respect of their allowed
Warrants or the Non-Warrant Equity Interests issuable upon the
exercise of the Warrants until all allowed claims are paid in full
in accordance with the terms of the Plan.

              Classes of Claims and Equity Interests

The Plan places the various claims against and Interests in the
Debtors into 10 classes:

     Class 1  --  Priority Unsecured Claims
     Class 2  --  Macquarie Secured Claim
     Class 3  --  Wayzata Secured Claim
     Class 4  --  Oil Well Lien Act Claims
     Class 5  --  Other Secured Claims
     Class 6  --  General Unsecured Claims
     Class 7  --  State Lessor Audit Royalty Claims
     Class 8  --  Management Note Claim
     Class 9  --  Non-Warrant Equity Interests
     Class 10 --  Warrants

Claimants under classes 2, 3, 4, 5, 6, 7, 8, and allowed Equity
Interests under classes 9 and 10 are entitled to vote to accept or
reject the Plan.  Class 1 is unimpaired under the Plan and is
deemed to have accepted the Plan.

                  About Harvest Oil and Gas, LLC

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged in the acquisition,
development and exploration of energy resources.  The Debtors have
approximately 110 wells in production, including 109 wells in
Louisiana and one well in Texas.  The Debtor and its debtor-
affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W.D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP, represents the Debtors in
their restructuring efforts.  The Debtors listed between
$100 million and $500 million each in assets and debts.


HEIDTMAN MINING: Court Extends Exclusive Plan Filing to January 10
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Arkansas
extended Heidtman Mining, LLC's exclusive periods to file a Plan
of Reorganization and solicit acceptances of the Plan to Jan. 10,
2010, and March 9, 2010.

Toledo, Ohio-based Heidtman Mining, LLC, filed for Chapter 11 on
June 12, 2009 (Bankr. W.D. Ark. Case No. 09-72912).  George H.
Tarpley, Esq., Marcus Jermaine Watson, Esq., at Cox Smith Matthews
Incorporated; and Mark W. Hodge, Esq., at Chisenhall, Nesturd &
Julian, represent the Debtor in its restructuring efforts.  The
Debtor estimated $10 million to $50 million in assets and
$50 million to $100 million in debts in its bankruptcy petition.


HIDEAWAY MARINA: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Pierre Gaudreau has filed a bankruptcy petition to put his marina
company, the Hideaway Marina Limited Partnership, into Chapter 11
bankruptcy protection, listing $11.5 million in assets and
$6.9 million in liabilities, which include:

     -- $3 million owed to Landmark Bank on the property, which is
        valued at $6.5 million;

     -- $1.6 million judgment to Tom Gonzales of TG Inv. LLC; and

     -- $1.2 million in promissory notes owed to John and Sabrina
        Divine.

Court documents say that the Hideaway Marina has been in the hands
of a receiver since June.

Hideaway Marina Limited Partnership is a marina in Pompano Beach,
Florida.


IL LUGANO: Wants to Sell Condominium Unit No. 1206 for $506,000
---------------------------------------------------------------
IL Lugano, LLC, asked the U.S. Bankruptcy Court for the District
of Connecticut for authority to sell its condominium unit free and
clear of liens, claims and encumbrances pursuant to Section 363 of
the Bankruptcy Code.

The Debtor related that the hotel portion of its property in Fort
Lauderdale, Florida has 23 condominium units, 10 units of which
were sold to third parties.

Peter and Julie Whittington agreed to purchase Unit No. 1206 for
$505,620.

The Debtor proposed to close the sale on Oct. 14, 2009.

Based in Fort Lauderdale, Florida, IL Lugano, LLC is the owner of
a 4-star, boutique-style, luxury condominium-hotel property
located in Fort Lauderdale, Florida, which opened to the public on
January 16, 2008.  The Debtor is a wholly owned subsidiary of
SageCrest Vegas LLC, which is a wholly owned subsidiary of
SageCrest II LLC.  On August 17, 2008, SageCrest II, LLC and
SageCrest Holdings Limited each filed a voluntary petition for
Chapter 11 protection (Bankr. D. Conn. Lead Case No. 08-50754).

The hotel portion of the property has 105 rooms and the
condominium portion of the property has approximately 23
condominium units.  Since the Petition Date, IL Lugano has
completed construction of an upscale Todd English restaurant,
which opened to the public on November 17, 2008, and is expected
to generate substantial additional revenue.  The Company filed for
Chapter 11 protection on August 29, 2008 (Bankr. D. Conn. Case No.
08-50811).  Douglas J. Buncher, Esq., at Neligan Foley LLP, and
James Berman, Esq., at Zeisler and Zeisler, represent the Debtor
as counsel.  When the Debtor filed for protection from its
creditors, it listed assets of between $50 million and
$100 million and debts of between $1 million and $10 million.

IL Lugano filed for bankruptcy to prevent any adverse judgment and
subsequent enforcement actions against IL Lugano in a lawsuit
filed by EPI NCL, LLLC, in the Circuit Court of the 17th Judicial
Circuit of Broward County, Florida, which was set for trial on
September 2, 2008, and to allow adequate time for completion of
the restaurant and sale of the property.


INDALEX HOLDINGS: Court Approves Committee's Bid to Convert Case
----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware, at the behest of the Official Committee of
Unsecured Creditors, converted the Chapter 11 cases of Indalex
Holdings Inc. and its debtor-affiliates to Chapter 7 liquidation
proceedings.

According to the Troubled Company Reporter on Sept. 28, 2009,
the Committee relates that the Debtors, which are non-operating
entities and insider Sun Capital Partners Inc. have postured
these cases to eliminate any remaining chance of another creditor
-- other than Sun Capital -- receiving a distribution from
these Chapter 11 cases.  While there are Chapter 11 cases that
primarily benefit only secured creditors, in the present matter
the purported secured creditor, Sun, is an insider that has
received in excess of $80 million in potentially avoidable
transactions and now seeks, among other things, waivers of those
very actions in exchange for these cases continuing another few
months, which continued period will result in a projected net
loss to the bankruptcy estates of $761,000.  According to the
Committee, potential value can be derived for the benefit of
creditors in these cases but only if the Court immediately
converts these cases to Chapter 7.

Sun Capital, through an affiliates, bought all of the outstanding
capital stock of the Debtor Indalex Inc. and Canadian non-Debtor
Indalex Limited from Honeywell International Inc. in a highly
leveraged transaction on Feb. 2, 2006, it infused Sun Capital
personnel throughout the Indalex organization and made certain
that it maintained control going forward, said Michael J.
Roeschenthaler, Esq., at McGuirewoods LLP in Pittsburgh,
Pennsylvania.

                      About Indalex Holdings

Indalex Holdings Corp., a wholly owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America.  The Company's aluminum extrusion
products are widely used throughout industrial, commercial, and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

Indalex is indirectly controlled by private-equity investor Sun
Capital Partners Inc.  Sun Capital purchased Indalex in 2005 from
Honeywell International Inc. for $425 million.  Indalex is the
12th investment by Boca Raton, Florida-based Sun Capital to file
in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on
March 20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J.
Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, has been tapped as counsel.  Epiq Bankruptcy
Solutions LLC is the claims and noticing agent.  In its bankruptcy
petition, Indalex listed assets of $356 million against debt
totalling $456 million.

As reported in the TCR on July 28, 2009, the Bankruptcy Court has
authorized Indalex to sell its business to Sapa Holding AB.  Sapa
offered to pay (i) $90.1 million in cash and for the Debtors' U.S.
assets; and (ii) $31.7 million in cash for the Canadian assets.


INVESTCORP BANK: Fitch Affirms Issuer Default Rating at 'BB+'
-------------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term Issuer Default
Ratings of Investcorp Bank BSC and its subsidiaries Investcorp SA
and Investcorp Capital Ltd at 'BB+' and 'B', respectively.  In
addition, Fitch also affirmed the individual ratings at 'C'.  The
long-term and individual ratings are also removed from Rating
Watch Negative where they were placed on May 11, 2009.  The Rating
Outlook is Negative.

The affirmation reflects Investcorp's strong Gulf-based
alternative investment franchise and its recent $500 million
capital raise.  The firm's preference share issuance reduces near-
term liquidity pressure and provides cushion against further asset
value deterioration and earnings volatility.  The firm's
regulatory capital adequacy ratio of 20% at fiscal year-end (FYE)
2009 is a significant improvement from a low of about 13% in
September 2008 and compares favorably to 18% at FYE08.  Fitch
notes that Investcorp has managed its liquidity during the
financial crisis and paid down maturing debt and met client hedge
fund redemptions without imposing gates.  The lack of gates has
helped the firm maintain its franchise and reputation with clients
despite the losses experienced over the last year as was typical
of most fund of hedge fund managers.

The current ratings incorporate Investcorp's deleveraging efforts,
which include the redemption of approximately $1.1 billion of its
HF co-investments which was converted to liquidity.  The company
now has in excess of $1.2 billion in highly liquid assets (cash
and similar).  The trend for Investcorp's FoHF business has been
positive in calendar year 2009, though significant market
uncertainty remains.  Fitch believes that over time Investcorp's
balance sheet and earnings will exhibit less overall volatility as
the firm reduces its on-balance sheet co-investments across
private equity, real estate and hedge funds, though this will take
some time to occur as legacy private equity and real estate
exposures remain.

Despite Investcorp's actions to reduce risk and leverage,
Investcorp continues to confront a challenging operating
environment for alternative investments, particularly in private
equity and real estate, which is reflected in the Negative
Outlook.  The firm remains vulnerable to further deterioration
from asset value declines in its private equity and real estate
co-investments and faces limited exit opportunities in these
segments.  Client AUM has declined 31% since FYE08 to $8.9 billion
at FYE09.  The decline in AUM will depress fee generating ability
in the future and it will likely take some time for the firm to
get back to higher AUM levels.  In addition, the lack of
transaction activity in private equity and real estate has further
reduced the firm's fees, and Fitch expects that these fees will
take some time to recover given the weak operating environment.

In addition, Investcorp has significant debt maturities coming due
over the next three years.  While the firm has reduced its
reliance on short-term funding and has drawn down on its medium-
term note facilities to extend its maturities, Investcorp has
close to $863 million of debt maturing over the next year, with
$480 million due before the end of calendar year 2009.  Based on
the firm's current cash position and liquidity it can meet its
near-term debt maturities comfortably, but its financial
flexibility will be hampered absent some level of refinancing.
The company is currently negotiating with its lenders to refinance
a portion of these facilities, which Fitch expects to occur before
the end of the year.

Without some level of debt refinancing, the company's financial
flexibility and ability to continue to fund new commitments going
forward will be more constrained and will likely lead to downward
rating pressure.  Further erosion in client AUM, coupled with
material further deterioration in Investcorp's private equity
and/or real estate co-investment valuations could also lead to
negative rating pressure.  On the other hand, the Negative Outlook
could be resolved positively if there is improvement in the
operating environment for alternative investment managers, which
would include increasing client AUM, recovery in fees and positive
valuation/realization momentum in the firm's private equity and
real estate segments.  Demonstration of positive, sustainable
earnings, reduced balance sheet co-investing exposure, reduced
leverage, and improved client AUM and its subsequent effect on
increasing stable earnings could lead to possible positive ratings
momentum over the long-term.

Fitch has affirmed these ratings:

Investcorp Bank BSC

  -- Long-term IDR at 'BB+';
  -- Short-term IDR at 'B'
  -- Individual rating at 'C'
  -- Support '5';
  -- Support floor 'NF'.

Investcorp SA

  -- Long-term IDR at 'BB+';
  -- Short-term IDR at 'B';
  -- Individual rating at 'C'
  -- Support '5';
  -- Support floor 'NF'.

Investcorp Capital Ltd.

  -- Long-term IDR at 'BB+';
  -- Senior debt at 'BB+'.
  -- Short-term IDR at 'B';
  -- Individual rating at 'C'
  -- Support '5'.

The long-term IDR, debt ratings, and individual ratings are also
removed from Rating Watch Negative.

The Rating Outlook is Negative.


JACO ELECTRONICS: To Delist and Deregister Shares From Nasdaq
-------------------------------------------------------------
Jaco Electronics, Inc., on October 16 said that it intends to file
an application on Form 25 with the Securities and Exchange
Commission to voluntarily withdraw its common shares from listing
on The Nasdaq Stock Market's Global Market.  Following the filing
of the Form 25, the Company intends to deregister its shares and
to cease publicly filing its periodic reports with the SEC.  Jaco
anticipates that its 10-K for the fiscal year ended June 30, 2009,
will be its last publicly filed periodic report.  Shares of Jaco's
common stock are expected to continue trading on the "pink-sheets"
following delisting and deregistration.

Jaco noted that the reasons for its withdrawal from listing and
registration relate to the cost of filing periodic reports with
the SEC and meeting other applicable regulatory requirements,
which are prohibitive for the Company at this time in light of its
current financial position.  Accordingly, Jaco believes it is in
the best interests of shareholders at this time to significantly
reduce such expenses, and that the anticipated cost savings from
this action more than offset the benefits of being a reporting
company.

As previously disclosed, Jaco was informed in September 2009 by
the Listing Qualifications Department of The Nasdaq Stock Market
that the Company's common stock was subject to delisting from the
Nasdaq Global Market and indicated that it was evaluating what
actions it would take in response to the notices it received from
NASDAQ.  In addition, on October 14, 2009, the Company received a
Delinquency Compliance Plan Alert Letter from NASDAQ due to its
failure to timely file its Form 10-K for the fiscal year ended
June 30, 2009.  The Company believes that it may be difficult and
expensive to seek to regain compliance with the NASDAQ continued
listing requirements, and therefore has determined to voluntarily
delist from NASDAQ.  The Company does not intend at this time to
arrange for a listing, registration or quotation on another
national securities exchange or quotation medium.

Commenting on the announcement, Jaco Electronics' Chairman and
Chief Executive Officer, Joel Girsky, stated, "The decision by
Jaco's Board of Directors to deregister and leave the Nasdaq
Global Market was made after careful consideration of the
advantages and disadvantages of being a SEC reporting company
including the high costs and demands on management's time arising
from compliance with the many SEC and Sarbanes-Oxley requirements.
The current economic climate has not only impacted the capital
markets, but the global display industry as well.  As such, we are
constantly looking for ways to reduce costs and increase
shareholder value as we continue to focus our efforts on growing
the core business and leveraging our comprehensive LCD offerings
and integrated LCD solutions."

Jaco Electronics, Inc. -- http://www.jacodisplays.com/-- is a
distributor of active and passive electronic components used in
the manufacture and assembly of electronic products to a variety
of industrial original equipment manufacturers (OEMs).  Jaco also
sells products to contract electronics manufacturers, particularly
in the Far East, who manufacture products for companies in select
segments of the electronics industry.  The Company also is a
provider of flat panel display and supporting technology products
and services.  Jaco distributes a range of semiconductors (active
components), including transistors, diodes, memory devices,
microprocessors, micro controllers, other integrated circuits,
active matrix displays and various board-level products, as well
as passive products, consisting primarily of capacitors, resistors
and electromechanical devices including power supplies, relays,
switches, connectors and printer heads.  Jaco distributes over
45,000 stock items.


JFK AERO: Moody's Confirms 'Ba2' Ratings on Revenue Bonds
---------------------------------------------------------
Moody's Investors Service has confirmed the Ba2 rating on the
Special Airport Facility Revenue bond ratings of the JFK Aero,
LLC, and revised the outlook to stable.

This rating action resolves Moody's watchlist actions from
April 3, 2009, when the ratings were downgraded and placed on
review for downgrade due to Moody's concerns about the company's
revenue levels as a result of the delinquent payments from
Alliance Airlines (not rated).  The confirmation reflects Moody's
expectation that the company will achieve a debt service coverage
of at least 1.0 times and meet all covenants for 2009 due to an
agreement with Alliance Ground International, LLC (AGI, not rated)
to guaranty the payment and terms of the Alliance lease.  The
rating level is based on the strong air cargo market at the
airport, the strength of the facility's main tenants, lower than
originally expected revenues, and reduced reserve levels.

The bonds are supported by lease payments from the company's three
tenants Alliance, Delta Air Lines (long term corporate family
rated B2), and Lufthansa Cargo (long term corporate family rating
Ba1).  Alliance accounts for approximately 9.9% of the facility's
revenues and has had a history of falling behind on its lease
payments.  AGI is now making the payments for Alliance, but at
amount capped by the guaranty agreement.

The company has maintained coverage near 1.3 times in recent
years, but given the non-performance of the Alliance lease earlier
in the year and the lower payments by AGI debt service coverage is
expected to be 1.03 times for 2009.  The company is projecting
coverage to increase to 1.21 times for 2010 now that lease
payments have stabilized.

While lease revenues are not directly impacted by cargo
throughput, the poor economic conditions that are affecting the
global cargo industry present continuing risks to the project's
revenues.  Global trade volumes have been down approximately 10-
20% throughout 2009 and continued poor performance will pressure
the finances of the tenants, which could impact their ability to
pay monthly rent.

This risk is offset by the strength of the project's main tenants
Lufthansa and Delta, which represent 46.6% and 42.7% of the lease
revenues, respectively.  Cargo operations only represent a small
part of the revenues for both of these large, stable airlines, but
their low credit ratings and declining passenger traffic make
serious financial problems an ever-present concern.

Lease revenues are also stabilized by the long-term nature of the
contracts of the main tenants.  Delta's lease is through July 13,
2028, which extends beyond the maturation of the bonds on July 1,
2028.  This lease represents one of the company's longest term
leases demonstrating its commitment to the facility.  The
Lufthansa and Alliance leases have co-terminus expirations on
June 30, 2013, in order to provide Lufthansa with the ability to
expand its presence at the facility.  This presents some renewal
risk for the facility in the medium term, but Moody's does not
expect this to be a strong concern because of the facility's
location at John F.  Kennedy International Airport (Port Authority
of New York and New Jersey rated Aa3) one of the nation's largest
international hubs and cargo centers.

Moody's expects the limited reserves that secure this transaction
will remain an ongoing concern in the medium term and this is a
key component of the recent downgrade.  The bonds are secured by a
debt service reserve of $15.15 million, but other reserves are
limited to only about $4.3 million in the supplemental reserve,
capital improvement, surplus and earnings fund.  The current
lessees do not have any security on deposit, except for a
$1.4 million letter of credit for the Delta lease that is provided
by JPMorgan Chase.  The Alliance lease was originally secured by
$670 thousand in cash, but those funds were depleted during the
months that Alliance failed to make its required lease payments.
The reserve position limits the flexibility of the structure to
absorb further disruptions in lease payment streams before
impacting the debt service reserve fund.

                              Outlook

The outlook is stable based on Moody's expectation that all
tenants will continue to pay their lease payments on-time and AGI
will continue to honor its commitments through the guaranty
agreement.

                 What Could Change the Rating Up:

Significant improvements in debt service coverage that indicate
wider financial margins or an increase of financial liquidity in
funds pledged to the bondholder could place positive pressure on
the rating.

                What Could Change the Rating Down:

Disruptions in lease revenues or increases in operating expenses
that narrow debt service coverage or require the company to draw
on its financial or debt service reserves could pressure the
rating downward.

The last rating action was on April 3, 2009, when the ratings on
the bonds were downgraded and placed on review for possible
downgrade.

The Aero JFK, LLC bond ratings were assigned by evaluating factors
believed to be relevant to the credit profile of the issuer such
as i) the business risk and competitive position of the issuer
versus others within its industry or sector, ii) the capital
structure and financial risk of the issuer, iii) the projected
performance of the issuer over the near to intermediate term, iv)
the issuer's history of achieving consistent operating performance
and meeting budget or financial plan goals, v) the nature of the
dedicated revenue stream pledged to the bonds, vi) the debt
service coverage provided by such revenue stream, vii) the legal
structure that documents the revenue stream and the source of
payment, and viii) and the issuer's management and governance
structure related to payment.


KEARNEY CONSTRUCTION: Accused of Polluting, Richard E. Jacobs Says
------------------------------------------------------------------
Janet Leiser at Tampa Bay Business Journal reports that the
Richard E. Jacobs Group -- developer of the Cypress Creek Town
Center, a million-square-foot retail project that has faced
numerous delays and environmental issues -- is alleging that
Kearney Construction Co. is a "serial polluter" that places its
profits above the protection of Florida's environment.

According to Business Journal, Richard E. Jacobs blamed Kearney
for its millions of dollars in damages from environmental fines to
the loss of tenants to increased fees for brokers and lawyers,
saying that the Company didn't install a temporary storm water
management system at the 100-acre mall portion of the mixed-use
site to protect Cypress Creek from runoff.  Richard E. Jacobs
alleged that it wouldn't have hired Kearney if it had known about
the 30 or so warning notices issued against the contractor by the
Hillsborough County Environmental Protection Commission's wetlands
division for failing to control turbid storm water.  Kearney
didn't construct needed measures to divert storm water runoff from
federally protected Cypress Creek, the report states, citing
Richard E. Jacobs.

J.G. Cypress Creek LLC, the Richard E. Jacobs entity developing
the mall on State Road 56 at Interstate 75, said in court
documents that Kearney "intended to gamble that there would be
minimal rainfall during construction and that only minimal
measures would be needed."  According to court documents, Kearney
assumed that the developers would be the ones that would have to
pay if there were fines by federal or state agencies and that
"even if Kearney was responsible for paying the fines, its cost
savings in not constructing the necessary storm water control
measures would far outweigh the likely amount of fines imposed."

Kearney Construction Co., LLC, is a Florida limited liability
company affiliated with Kearney Construction Company Inc., a
family company with over 53 years of experience in the
construction industry, specializing in site development and
infrastructure construction including clearing, earthwork, utility
construction, storm drainage, curbs, sidewalks, and roadwork
including sub-base, base, and asphalt placement.

KCC Co., LLC, and certain of its affiliates filed for Chapter 11
on Aug. 26, 2009 (Bankr. M.D. Fla. Case No. 09-18848).  Two if its
debtor-affiliates filed for separate Chapter 11 on June 4, 2009.
Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Prosser,
represents the Debtors in their restructuring effort.  In its
petition, Kearney listed assets and debts both ranging from
$10,000,001 to $50,000,000.


LANG HOLDINGS: May Let Go of Space in Jason Steiner's Building
--------------------------------------------------------------
Tom Daykin at the Journal Sentinel reports that Jason Steiner, a
developer who operates several buildings in Delafield, expects
Lang Holdings, Inc., to cancel its lease for 7,000 square feet of
office space.  The Journal Sentinel relates that during the past
two years, tenants in five of his buildings have either not
renewed or cancelled leases as the companies have either downsized
or gone out of business.

Lang Holdings Inc. is a supplier of calendars, greeting cards,
stationery and back-to-school supplies.  Lang Holdings includes a
number of brands which are some of the most well known in the
gift, specialty and mass merchandiser markets, including LANG,
Avalanche Publishing and Turner Licensing.

Headquartered in Delafield, Wisconsin, Lang Holdings is owned by
private equity firm Catterton Partners.  The Company was acquired
in 2003 by Catterton, who also owned Archway Cookies prior to its
bankruptcy filing in 2008.

The Company filed for Chapter 11 on July 16, 2009 (Bankr. D. Del.
Case No. 09-12543).  The petition said assets are more than
$50 million while debt is less than $50 million.


LEHMAN BROTHERS: Examiner Wants to Compel ABN to Produce Documents
------------------------------------------------------------------
Anton Valukas, the examiner appointed in the Chapter 11 cases of
Lehman Brothers Holdings Inc. and its affiliated debtors, asks
the Court to compel ABN AMRO Inc. to produce a set of documents
in connection with his investigation into what caused the
Debtors' bankruptcy.

The move came after the examiner failed to obtain a set of
documents from ABN AMRO, containing information about the short
selling of the stock of LBHI or any of its affiliates.  Instead
of producing the documents, ABN AMRO, through a September 1
letter, objected to the subpoena sent by the examiner because the
subpoena, according to ABN AMRO, would require disclosure of
confidential information and documents protected from
investigation, among other reasons.

Robert Byman, Esq., at Jenner & Block LLP, in New York, says ABN
AMRO's refusal to comply with the subpoena is baseless.  "The
mere possibility that a privilege may apply to some materials
provides no basis to refuse compliance with the subpoena," he
points out.

Mr. Byman also says ABN AMRO's assertion that the production of
documents would disclose confidential information is without
merit as the examiner intends to execute a protective order for
materials that would be provided.

Mr. Valukas also asks the Court to compel ABN AMRO to provide a
witness who can provide testimonies under oath concerning the
company's information technology systems, which he could use to
evaluate the company's accounts.

The Court will hold a hearing on November 18, 2009, to consider
approval of the request.  ABN has until October 16, 2009, to file
its objection.  Creditors and other concerned parties, meanwhile,
are given until October 9, 2009, to object.

                       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: AmEx Gets $3.9MM From Barclays as Part of Deal
---------------------------------------------------------------
American Express Travel Related Services Company Inc. asks the
U.S. Bankruptcy Court for the Southern District of New York to
approve a revised settlement agreement with Barclays Capital
Inc., which settlement requires Barclays to pay $3.9 million to
American Express.

The agreement also authorizes American Express to file a claim of
not more than $7 million against Lehman Brothers Holdings Inc.
and another $7 million claim against its retail brokerage, Lehman
Brothers Inc.

The original agreement was supposed to be presented to the Court
for approval in September but it drew flak from LBHI and LBI's
trustee, which prompted American Express and Barclays to revise
the terms of the agreement.

Under the revised deal, American Express' claim against LBHI was
reduced by as much as $5.28 million.  American Express is also
required to amend the proof of claim it previously filed in
Court, which seeks payment of $12.28 million.

American Expressed also agreed to waive all other claims it may
have against LBHI and LBI that stemmed from their contracts
including the Business Travel Services Agreement and the Global
Corporate Services Commercial Account Agreement, which will be
deemed assumed and assigned to Barclays as of September 22, 2008.
It also agreed to waive its claims against former LBHI employees
who owe an undisclosed sum to American Express under the
contracts.

Barclays previously excluded the two contracts from a list of
agreements it decided to assume as part of its acquisition of
LBHI's North American broker-dealer business, a move that
resulted in a month-long dispute with American Express and ended
by the signing of the settlement agreement.

A full-text copy of the settlement agreement is available for
free at http://bankrupt.com/misc/LehmanSettlementAmEx.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: Gets Nod to Hire Contract Attorneys Provider
-------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
approval of the U.S. Bankruptcy Court for the Southern District
of New York to employ DiscoverReady LLC as provider of contract
attorneys effective October 15, 2008.

The Debtors tapped the firm to provide them with lawyers who
would review documents and assist in the production of those
documents in connection with the investigation being conducted by
Anton Valukas, the examiner appointed by the bankruptcy court,
and by the Securities and Exchange Commission.

Richard Krasnow, Esq., at Weil Gotshal & Manges LLP, in New York,
says the employment of the contract attorneys through
DiscoverReady would help the Debtors avoid the unnecessary
expense of hiring an outside law firm or additional in-house
attorneys to provide the services.

Rather than paying DiscoverReady an hourly rate for its services,
the Debtors negotiated a fixed fee amount per document that is
reviewed.  A copy of the document detailing the firm's fee
structure is available for free at:

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

The Debtors will also reimburse DiscoverReady for all pre-
approved travel and other out-of-pocket costs and expenses
incurred by the firm in connection with its services.

In connection with DiscoverReady's employment, the Debtors also
seek a court ruling exempting the firm from filing interim fee
applications or fee statements.  Each contract attorney, however,
will be required to execute an affidavit and disclosure
statement, certifying that he does not represent or hold interest
adverse to the Debtors and their estates.

                       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: TSFC Wants Prompt Decision on Reserve Fund Deals
-----------------------------------------------------------------
Tobacco Settlement Financing Corporation asks the U.S. Bankruptcy
Court for the Southern District of New York to compel Lehman
Brothers Special Financing Inc. to either assume or reject their
two contracts known as Reserve Fund Agreements.

The agreements serve as investment vehicles through which TSF
invests reserve funds as a source of backup payment for its debt
on account of the tobacco settlement bonds it issued in 2003
pursuant to an indenture with Bank of New York.  Under the
agreements, LBSF is required to deliver securities to TSF in
exchange for payment of purchase prices that are constructed to
ensure that TSF receives guaranteed rates of return on its
investments.

LBSF reportedly defaulted under the two contracts when it filed
for bankruptcy protection and failed to deliver securities in
that resulted in TSF investing the reserve funds in replacement
securities at a rate of return that was lower than the rate
guaranteed under the agreements.

"LBSF no longer conducts the type of business contemplated under
the [agreements], and, therefore, LBSF cannot cure its prior
failure to deliver securities and other defaults or perform its
ongoing obligations to TSF," says TSF's attorney, Robert
Michaelson, Esq., at K&L Gates LLP, in New York.

According to Mr. Michaelson, it is unlikely that LBSF could find
another company willing to assume its obligations given the
changes in the market for the agreements in the past few years
where interest rates on tobacco settlement backed bonds have
increased sharply while general market rates have declined.  He
adds that LBSF has also been "out of the money" under the
agreements since its bankruptcy filing.

The Court will hold a hearing on October 14, 2009, to consider
approval of the request.  Creditors and other concerned parties
have until October 8, 2009, to file their objections.

                       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: Wins Nod for Protocol on Transfer Loans to SPEs
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
court approval to implement a process for transferring their
loans to "non-debtor special purpose entities" wholly-owned by
LBHI.

The loans to be transferred include commercial and residential
mortgage loans, which are secured by real property or interests
therein that may be subject to foreclosure or deeds and
assignments in lieu of foreclosure.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, says the transfer of loans to the special purpose entities
would ensure that the Debtors realize the value of the loans they
transfer out of their estates.

"Granting the relief requested would enable the Debtors to
continue to efficiently foreclose on defaulting real estate loans
and realize the economic value of the related [properties]
without exposing the estate to potential liabilities arising from
the [properties]," Ms. Marcus says, adding that it would also
help the Debtors save administrative costs associated with
separately seeking court approval for every single transaction.

The Debtors, Ms. Marcus says, anticipate that many of their loans
will be subject to foreclosure or other similar proceedings given
the volatility that has developed in the mortgage lending market
over the past two years as the value of real estate has declined
and the risk of non-payment by the borrowers of mortgage loans
has increased.

The Debtors propose to implement this process for transferring
their residential and commercial real estate loans:

  (1) Without further court order or approval of and notice to
      any party, the Debtors may transfer real estate loans or
      the related foreclosure judgments to the special purpose
      entities directly or indirectly wholly-owned by LBHI or
      Lunar Real Estate Holdings LLC, LBHI's subsidiary that was
      created for the sole purpose of owning the equity of the
      special purpose entities; and where a special purpose
      entity takes title to the property through execution of a
      deed in lieu of foreclosure, assignment in lieu of
      foreclosure or similar mechanism, grant releases to the
      borrowers, indemnitors and guarantors of their obligations
      under those loans.

  (2) To the extent the Debtors seek to sell real estate loans
      or properties held by a special purpose entity, or for
      that matter an entire special purpose entity holding those
      loans or properties, in one or more related transactions
      to the same purchaser, the aggregate value or purchase
      price of which is less than $10 million, the Debtors may
      sell the loans and the properties, or the special purpose
      entities holding the loans and properties without further
      court order or approval of any other party, provided that
      the Debtors will provide notice of the sale to the
      Official Committee of Unsecured Creditors following the
      closing of the sale.

  (3) With respect to a sale where (i) the aggregate value
      or purchase price of the real estate loans and properties
      included in the sale is equal to or greater than
      $10 million but less than $25 million; (ii) the purchase
      price of the loans and the properties is less than 50% of
      their aggregate value; or (iii) the purchaser is a person
      employed by the Debtors on or after September 15, 2007, or
      an entity unaffiliated with the Debtors for which a person
      they employed on or after September 15, 2007, is
      materially involved in the negotiations of the purchase of
      the loan, the Debtors will submit to the Creditors'
      Committee a summary of the proposed sale transaction
      identifying the loans and properties, their aggregate face
      value, the proposed purchaser, the purchase price and the
      material terms and conditions of the proposed sale.

  (4) The Creditors' Committee will be required to submit any
      objections to a sale identified in a Residential or
      Commercial Portfolio Sale Summary so as to be received by
      the Debtors within 10 days after service of the summary.
      In the event the Creditors' Committee objects to the sale,
      the Debtors may attempt to resolve the objection by
      furnishing the panel with additional information to
      demonstrate the reasonableness of the proposed dale.  If
      the objection is not resolved, the Debtors may transfer
      the loans or properties held by the special purpose entity
      to LBHI, and file a motion in Court seeking approval of
      the sale.

  (5) For any sale where the aggregate value or purchase
      price of the real estate loans and properties is equal to
      or greater than $25 million, the Debtors will be required
      to file a motion in Court seeking approval of the sale
      and, to the extent deemed necessary by the Debtors, they
      may, without approval or notice, transfer the loans and
      the properties to LBHI in order to seek court approval of
      the sale.

The Court will convene a hearing on September 15, 2009, to
consider approval of the proposed procedures.  Creditors and
other concerned parties have until September 10, 2009, to file
their objections.

                       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: Bankruptcy Fees Cross $400 Million Mark
--------------------------------------------------------
Lehman Brothers Holdings Inc. paid a total of $402.9 million in
fees and expense reimbursements to attorneys, financial advisers
and other consultants since filing for bankruptcy on September 15,
2008, until Sept. 30, 2009.

  ($ in thousands)
                                                      Filing Date
  Professionals           Role                     Through Sept-09
  --------------          -----                    ---------------
  * Debtors - Section 363
  Professionals

  Alvarez & Marsal LLC    Interim Management             $169,246
  Kelly Matthew Wright    Art Consultant and Auctioneer        38
  Natixis Capital
    Markets Inc.          Derivatives Consultant            6,027

  * Debtors -
  Section 327 Professionals

  Bingham McCutchen LLP   Special Counsel - Tax             6,044
  Bortstein Legal LLC     Special Counsel - IT              1,853
  Curtis, Mallet-Prevost
    Colt & Mosle LLP      Special Counsel - Conflicts      10,263
  Ernst & Young LLP       Audit and Tax Services            1,160
  Huron Consulting        Tax Services                      1,136
  Jones Day               Special Counsel                   7,759
  Lazard Freres & Co.     Investment Banking Advisor       11,864
  McKenna Long &
    Aldridge LLP          Special Counsel -
                            Commercial Real Estate Lending  1,919
  Reilly Pozner LLP      Special Counsel - Mortgage
                            Litigation and Claims           1,160
  Simpson Thacher &
    Bartlett LLP         Special Counsel - SEC Reporting,
                         Asset Sales, and Congressional
                         Testimony                          1,730
  Weil Gotshal &
    Manges LLP           Lead Counsel                      98,546

  * Debtors - Claims and
  Noticing Agent

  Epiq Bankruptcy
    Solutions LLC        Claims Mgt. & Noticing Agent       2,773

  * Creditors - Sec. 327
  Professionals

  FTI Consulting Inc.    Financial Advisor                 13,551
  Houlihan Lokey Howard
    & Zukin Capital Inc  Investment Banking Advisor         4,355
  Milbank Tweed Hadley
    & McCloy LLP         Lead Counsel                      29,202
  Quinn Emanuel Urquhart
    Oliver & Hedges LLP  Special Counsel - Conflicts        2,935
  Richard Sheldon, Q.C.  Special Counsel - UK                  68

  * Examiner - Sec. 327
  Professionals
  Duff & Phelps LLC      Financial Advisor                 13,629
  Jenner & Block LLP     Examiner                          17,359

  * Fee Examiner

  Feinberg Rozen LLP     Fee Examiner                         267
                                                         --------
Total Non-Ordinary Course Professionals                   402,883

Debtors - Ordinary Course Professionals                    14,126
US Trustee Quarterly Fees                                     378
                                                         --------
Total Professional Fees and UST Fees                     $417,387
                                                         ========

The figures reflected in the table represent cash disbursements
from LBHI's filing date through the end of September 2009 and do
not include holdback amounts required by court order for Non-
Ordinary Course Professionals.  The figures do not include
accruals.

                       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: Says Negotiators Knew Barclays Got $5BB Discount
-----------------------------------------------------------------
According to Bloomberg News, Lehman Brothers Holdings Inc. said in
an unsealed court filing that executives who negotiated the sale
of the bank's North American brokerage business to Barclays Plc
knew they were giving the U.K.-based bank a $5 billion discount.
Executives including Ian Lowitt, Paolo Tonucci and Bart McDade
knew that Barclays was getting securities valued at about $50
billion for $45 billion in cash, according to a September motion
unsealed Oct. 15 in U.S. Bankruptcy Court in New York in which
Lehman asked for the return of some assets.  Some executives
negotiating the deal knew they would receive offers to work at
Barclays after the sale, Lehman said, citing e-mails and
deposition testimony.

LBHI is asking the U.S. Bankruptcy Court for the Southern District
of New York to revisit a ruling at the end of September 2008
approving the sale of its 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.

                       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)


LEVEL 3: Closes Offering and Sale of $275MM of 7% Senior Notes
--------------------------------------------------------------
Level 3 Communications, Inc., on October 15, 2009, consummated the
transactions contemplated by a Securities Purchase Agreement that
it executed with certain investors on October 1 in connection with
the offering and sale of $275,000,000 aggregate principal amount
of its 7% Convertible Senior Notes due 2015, Series B.

The Notes are senior unsecured obligations of the Company, ranking
equal in right of payment with all of the Company's existing and
future unsubordinated indebtedness.  The New Notes mature on March
15, 2015 and pay 7 percent annual cash interest.  Interest on the
Notes is payable on March 15 and September 15 of each year,
beginning on March 15, 2010.

The New Notes are convertible by holders into shares of the
Company's common stock, par value $0.01 per share, at an initial
conversion price of $1.80 per share (which is equivalent to a
conversion rate of 555.5556 shares of Common Stock per $1,000
principal amount of the New Notes), subject to adjustment upon
certain events, at any time before the close of business on March
15, 2015.  Holders may require the Company to repurchase all or
any part of their New Notes upon the occurrence of a designated
event (change in control or a termination of trading) at a price
equal to 100% of the principal amount of the New Notes, plus
accrued and unpaid interest to, but excluding, the repurchase
date, if any.  In addition, if a holder elects to convert its New
Notes in connection with certain changes in control, the Company
will pay, to the extent described in the Second Supplemental
Indenture governing the New Notes, a make-whole premium by
increasing the number of shares deliverable upon conversion of
such Notes.

The New Notes were issued pursuant to an Indenture, dated as of
December 24, 2008 -- Base Indenture -- between the Company and The
Bank of New York Mellon, as Trustee, as supplemented by a Second
Supplemental Indenture, dated as of October 15, 2009, between the
Company and the Trustee.

The offering was made pursuant to the Company's Registration
Statement on Form S-3 (File No. 33-154976) filed on November 4,
2008.  Under the Registration Statement, the Company may offer its
debt and equity securities from time to time in one or more
offerings.

                           About Level 3

Broomfield, Colorado, Level 3 Communications, Inc. (NASDAQ: LVLT)
-- http://www.Level3.com/-- provides fiber-based communications
services.  Level 3 offers a portfolio of metro and long-haul
services, including transport, data, Internet, content delivery
and voice.

At June 30, 2009, the Company had $9.2 billion in total assets and
$8.4 billion in total liabilities.

                           *     *     *

LVLT, along with its wholly owned subsidiary Level 3 Financing,
Inc., has a 'B-' Issuer Default Rating and a Positive Rating
Outlook.


LYONDELL CHEMICAL: Shaw Entities File Disc. Statement Objections
----------------------------------------------------------------
Shaw Maintenance, Inc., and Shaw Global Energy Services, Inc.; H&S
Constructors, Inc.; and the Port of Houston Authority complain
that the Disclosure Statement accompanying the Debtors' Joint
Plan of Reorganization does not contain adequate information for
creditors to make an informed judgment with respect to the Plan.

The Shaw Entities point out that the Disclosure Statement does
not adequately describe the treatment of, and distributions on
their Secured Claims, classified as Other Secured Claims under
the Plan, that are due and payable prior to effective date of the
Plan.

WHM Custom Services, Inc.; Diamond Refractory Services, L.P.; M&I
Electric Industries, Inc.; Tiger Tower Services, LLC; Oliver
Equipment Company, Inc.; and Gajeske Incorporated, lienholders,
join in the Shaw Entities' objection.

H&S Constructors, for its part, argues that the Disclosure
Statement is so deficient that H&S cannot even determine (i)
which class its secured claim falls under the Plan, and (ii) the
amount of debt on Debtor Equistar Chemicals, LP's refinery in
Corpus Christi, Texas that is subject to H&S liens.  H&S is a
holder of $1,000,000 of mechanics and materialman's liens.

Meanwhile, the Port of Houston Authority, a holder of $199,383
claims, contends that the Disclosure Statement fails to indicate
and explain clearly the proposed distribution to the Port in the
event that the Plan is confirmed or the Debtors liquidate under
Chapter 7 of the Bankruptcy Code.

Accordingly, the Objecting Parties ask the Court to deny the
approval of the Disclosure Statement unless it is amended to
correct the deficiencies raised in their objections.

                      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: To Close Carrington LDPE Plant in U.K.
---------------------------------------------------------
LyondellBasell Industries announced that it will close the low
density polyethylene (LDPE) plant located at its Carrington,
U.K., site by the end of this year.

"Taking into account the current market environment and our future
projections, we've concluded that the plant is no longer
economically viable," said Tassilo Bader, LyondellBasell Senior
Vice President, Olefins and Polyethylene, Europe and
International.  "We are able to meet projected customer demand
for LDPE with product supplies from our other LDPE facilities."

LyondellBasell will focus its LDPE production activities in Europe
at Wesseling, Germany and at the company?s world-scale plant
located in Berre, France.  "Market conditions require economies of
scale and low conversion costs," Mr. Bader said. "With more than
300 KT of capacity, our Berre plant represents a dramatic step
change in the production of LDPE, with superior investment and
operational economics."

With a nameplate capacity of 185 KT per year, the Carrington plant
is one of the company's smallest LDPE manufacturing sites.
LyondellBasell has begun consultations with Trade Union and
employee representatives to determine the appropriate path forward
for approximately 50 employees who will be affected by the closure
of the LDPE facility.

The 210 KT per year polypropylene plant located at the Carrington
site is not affected by this business decision.

                      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: U.S. Govt. Object to 502 Claims Disallowance
---------------------------------------------------------------
The United States, acting on behalf of the Environmental
Protection Agency, the California Department of Toxic Substances
Control, the California Regional Water Quality Board and the
California State Water Resources Control Board, Los Angeles
Region, allege that the Debtors' proposed disallowance of their
claims under Section 502(e)(1)(B) of the Bankruptcy Code is an
improper effort to preemptively impair the enforcement of
authority of the United States and the California Environmental
Agencies under federal and state environmental laws designed to
protect human health and safety.

Preet Bharara, Esq., assistant attorney for the Southern District
of New York, argues that the Governmental Entities have not yet
taken any enforcement action against the Debtors or, have taken
any steps to secure the Debtors' compliance with their injunctive
obligations.  In these circumstances, the Comprehensive
Environmental Response, Compensation, and Liability Act
jurisdictionally bars the United States Bankruptcy Court for the
Southern District of New York from conducting the type of
preenforcement review sought by the Debtors.  Thus, the issues
raised in the Objections are not ripe for judicial resolution, he
argues.

Mr. Bharara further contends that the Debtors are wrong in
asserting that their liability for injunctive obligations should
be limited solely to property that they own and operate.  This
contention has been rejected by the Second Circuit in In re
Chateaugay Corp., 944 F.2d 997 (2d Cir. 1991) as well as by the
Third, Fourth, Fifth and Seventh Circuits, he cites.  Under the
Disclosure Statement accompanying the Debtors' Joint Plan of
Reorganization, almost all of the Debtors that are subject of the
Debtors' Objections will be liquidating and thus, are not
entitled to discharge under Section 1114 of the Bankruptcy Code.
Thus, the law is clear that injunctive obligations to remedy
ongoing pollution are not claims dischargeable in bankruptcy, he
maintains.

The Governmental Entities, therefore, ask the Court to overrule
the Debtors' Objections to their proofs of claim.

In a separate request, the Governmental Entities ask the Court to
withdraw the reference from the New York Bankruptcy Court to the
United States District Court for the Southern District of New
York of the Debtors' Objections to the Governmental Entities'
Claims.

                    Committee Supports Debtors

The Official Committee of Unsecured Creditors supports the
Debtors' Objections to the claims of the United States, the
California Department of Toxic Substances Control, the California
Regional Water Quality Board and the California State Water
Resources Control Board.

Steven D. Pohl, Esq., at Brown Rudnick LLP, in Boston,
Massachusetts, points out that the analysis of whether the
prepetition environmental injunctive or work obligations are
claims under the Bankruptcy Code and settled case law depends on
whether the Debtors owned the property or not.  However, the
Debtors never owned or operated these third party sites, he says.

The Committee asks the Court to authorize the disallowance of the
Governmental Entities Proofs of Claim related to prepetition
environmental injunctive and work obligations associated with
non-Debtor owned third party sites.

                      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: Global Gaming Plans to Upgrade Remington Park
------------------------------------------------------------------
Murray Evans at The Associated Press reports that Global Gaming RP
LLC, the likely new owners of Magna Entertainment Corp.'s
Remington Park, told the Oklahoma Horse Racing Commission that it
is planning upgrades on the park, including flat-screen
televisions, renovated corporate boxes, and new or updated gaming
machines in the casino.  The AP relates that Global Gaming, which
got the bankruptcy court's approval to buy the park, is awaiting
racing license before the sale can become final.  According to The
AP, the commission could grant preliminary approval at its
November 19 meeting.  The Global Gaming would then ask for a
special meeting in December for final approval, the report states,
citing Randy Calvert, an attorney for Global Gaming RP and a
former commission chairman.

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.


MAGNA ENTERTAINMENT: Lone Star Park Headed for Second Auction
-------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Magna Entertainment
Corp. will reopen the auction for the sale of Lone Star Park near
Dallas, Texas.  The new auction will take place Oct. 23.  Until
the Oct. 15 hearing, when another offer surfaced, Global Gaming
LSP LLC thought it would receive the green light to buy the track
for $27 million.  The hearing to approve the sale to whomever
makes the best offer on Oct. 23 will be held Oct. 28.  Global
Gaming will qualify for a breakup fee if it's outbid.

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.  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

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 Dec. 31, 2008.


MAINLINE CONTRACTING: Must File Plan of Reorganization by Jan. 13
-----------------------------------------------------------------
The Honorable Randy D. Doub, United States Bankruptcy Judge for
the Eastern District of North Carolina, has ordered Mainline
Contracting, Inc. to file a disclosure statement and plan of
organization on or before January 13, 2010.

As reported in the Troubled Company Reporter on October 13, 2009,
Mainline Contracting asked the Bankruptcy Court for authority to
use cash collateral of Branch Banking and Trust Company to make
payment of its ordinary operating expenses including payroll,
rent, and job associated expenses.

The Debtor related that Branch Banking and Trust Company claims to
be owed $2.9 million on the line of credit.  BB&T also has an
equipment loan on which $12.2 million is owed.

The Debtor granted a security interest in its accounts receivable
to Branch Banking and Trust in connection with a line of credit.

The Debtor estimates that its cash collateral is valued in excess
of the obligation to BB&T.

                           BB&T Objects

Branch Banking and Trust Company, a secured creditor, through its
counsel, Howard, Stallings, From & Hutson, P.A., objected to the
Debtor's cash collateral motion relating that (a) it does not
consent to the Debtor's use of its cash collateral or the a lien
on Debtor's Borrower Investor's Deposit Account ending 7975; and
(b) it must be provided adequate protection for the Debtor's use
of cash collateral.

                     About Mainline Contracting

Durham, North Carolina-based Mainline Contracting, Inc., operates
a construction company.  The Company filed for Chapter 11 on
Sept. 15, 2009 (Bankr. E.D.N.C. Case No. 09-07927).  Everett
Gaskins Hancock & Stevens, LLP, represents the Debtor in its
restructuring effort.  In its schedules, the Debtor listed total
assets of $23,027,505 and total liabilities of $33,280,644.


MDC PARTNERS: Moody's Assigns Corporate Family Rating at 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned MDC Partners Inc. a B1
Corporate Family Rating, B1 Probability of Default Rating and SGL-
2 Speculative Grade Liquidity rating, and also assigned a B2
rating to MDC's proposed $200 million issuance of senior unsecured
notes due 2016.  These first-time ratings for MDC are assigned in
connection with the company's proposed refinancing of its debt
with the net proceeds from the note offering.  The rating outlook
is stable.

Assignments:

Issuer: MDC Partners Inc.

  -- Corporate Family Rating, Assigned B1

  -- Probability of Default Rating, Assigned B1

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- $200 Million Senior Unsecured Notes due 2016, Assigned B2,
     LGD4-65%

Outlook Actions:

Issuer: MDC Partners Inc.

  -- Outlook, Assigned Stable

MDC's B1 CFR reflects the company's modest revenue base and cash
flow, and below average industry margins generated from its
position as the ninth largest marketing services network in the
world.  MDC offers a full suite of marketing services, with good
creative execution and experience with digital marketing channels
leading to some major accounts and strong organic growth during
the last economic expansion.  The company is nevertheless
vulnerable to changes in cyclical client spending, and its much
higher client, industry and geographic concentration than rated
peers creates greater potential revenue and cash flow volatility
from the win or loss of key clients and/or creative personnel.

MDC has historically undergone shifts in its business mix, but has
operated solely in the marketing services business since the end
of 2006 (Moody's expects this focus to continue).  MDC will likely
seek to supplement organic business development with acquisitions,
which creates event risk and potential leverage volatility.  Debt-
to-EBITDA leverage (incorporating Moody's standard adjustments) is
high at present, but Moody's expects it will fall to a low 4x
range in 2010.  The company is targeting a conservative 1x net
debt-to-EBITDA leverage ratio (excluding Moody's standard
adjustments with EBITDA calculated before stock compensation
expense).  With a decline in leverage, the financial profile could
support a higher rating over time if accompanied by margin
improvement and greater scale and diversity.

The stable rating outlook reflects Moody's expectation that MDC
will generate good free cash flow and maintain a good liquidity
profile as it navigates the current economic downturn and executes
its growth strategy, and that leverage will decline over the next
18 months.

The B2 rating on the senior unsecured notes reflects both the
structural and effective subordination to the company's proposed
$75 million (unrated) senior secured revolving credit facility.
The revolver will be secured by substantially all of the assets of
domestic subsidiaries and guaranteed by MDC and all of its present
and future subsidiaries.  The unsecured notes will be effectively
subordinated to the secured revolver and additionally structurally
subordinated with respect to non wholly-owned subs, which will
guarantee the revolver but not the notes.  MDC generated
approximately 72% of LTM 6/30/09 EBITDA from wholly-owned
subsidiaries, but this percentage could decline as MDC tends to
purchase less than a 100% ownership interest when completing
acquisitions.  The notes' degree of structural subordination to
the credit facility and operating company liabilities (such as
trade payables) would increase if assets and earnings at non
wholly-owned subsidiaries grow in relation to the consolidated
entity.

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

MDC Partners Inc. is a marketing communications and consulting
services holding company whose agencies serve customers across the
globe.  Annual revenues approximate $550 million.


MGIC INVESTMENT: Posts $517.8-Mil. Net Loss in Third Qtr. 2009
--------------------------------------------------------------
MGIC Investment Corporation reported a net loss for the quarter
ended September 30, 2009 of $517.8 million, compared with a net
loss of $115.4 million for the same quarter a year ago.  Diluted
loss per share was $4.17 for the quarter ending September 30,
2009, compared to diluted loss per share of $0.93 for the same
quarter a year ago.

The net loss for the first nine months of 2009 was $1.042 billion,
compared with a net loss of $249.8 million for the same period
last year.  For the first nine months of 2009, diluted loss per
share was $8.39 compared with a diluted loss per share of $2.26
for the same period last year.

Curt S. Culver, chairman and chief executive officer of MGIC
Investment Corporation and Mortgage Guaranty Insurance Corporation
("MGIC"), said that he was pleased to report that Fannie Mae has
approved MGIC Indemnity Corporation ("MIC"), a wholly owned MGIC
subsidiary, as an approved mortgage insurer in selected
jurisdictions and that we are working closely with Freddie Mac and
hope to have their approval soon.  He added that once Freddie
Mac's approval is finalized that he is optimistic that the Office
of the Commissioner of Insurance for the State of Wisconsin will
issue a decision allowing the reactivation of MIC in the very near
future.  Relative to operating results he stated that the weak
economy, higher unemployment and lower home prices continue to
keep cure rates low which resulted in an increase in the
delinquent inventory and consequently higher losses incurred for
the quarter.  He further added that while there has been minimal
financial benefit to date, for the first time we are seeing signs
that the various loan modification programs of the US Treasury
Department and the private sector, that are designed to help
responsible homeowners avoid foreclosure, are being implemented.

Total revenues for the third quarter were $413.3 million, compared
with $461.6 million in the third quarter last year.  Net premiums
written for the quarter were $278.3 million, compared with
$365.0 million for the same period last year.  Net premiums
written for the first nine months of 2009 were $956.2 million,
compared with $1.105 billion for the same period last year.
Included in other revenue, for the third quarter of 2009, was a
gain of $6.4 million that resulted from the repurchase of
$42.3 million of long term debt due in September 2011.

New insurance written in the third quarter was $4.6 billion,
compared to $9.7 billion in the third quarter of 2008.  In
addition, the Home Affordable Refinance Program accounted for
$450.0 million of insurance that is not included in the new
insurance written total due to these transactions being treated as
a modification of the coverage on existing insurance in force.
New insurance written for the first nine months of 2009 was
$17.0 billion compared to $42.8 billion in the first nine months
of 2008.  Persistency, or the percentage of insurance remaining in
force from one year prior, was 85.2 percent at September 30, 2009,
compared with 84.4 percent at December 31, 2008, and 82.1 percent
at September 30, 2008.

As of September 30, 2009, MGIC's primary insurance in force was
$216.8 billion, compared with $227.0 billion at December 31, 2008,
and $228.2 billion at September 30, 2008.  The fair value of MGIC
Investment Corporation's investment portfolio, cash and cash
equivalents was $8.7 billion at September 30, 2009, compared with
$8.1 billion at December 31, 2008, and $7.7 billion at
September 30, 2008.  In the third quarter of 2009, we recorded a
tax benefit of $100.3 million, which is primarily to offset a tax
liability on $279.5 million of unrealized gains that were recorded
to equity.

At September 30, 2009, the percentage of loans that were
delinquent, excluding bulk loans, was 13.97 percent, compared with
9.51 percent at December 31, 2008, and 7.54 percent at
September 30, 2008.  Including bulk loans, the percentage of loans
that were delinquent at September 30, 2009, was 16.92 percent,
compared to 12.37 percent at December 31, 2008, and 10.20 percent
at September 30, 2008.

Losses incurred in the third quarter were $971.0 million, up from
$788.3 million reported for the same period last year primarily
due to an increase in delinquencies.  Net underwriting and other
expenses were $59.1 million in the third quarter as compared to
$62.4 million reported for the same period last year.

Wall Street Bulk transactions, as of September 30, 2009, included
approximately 104,000 loans with insurance in force of
approximately $17.2 billion and risk in force of approximately
$5.1 billion.  During the quarter the premium deficiency reserve
declined by $19.3 million from $227.1 million, as of June 30,
2009, to $207.8 million as of September 30, 2009.  The
$207.8 million premium deficiency reserve as of September 30,
2009, reflects the present value of expected future losses and
expenses that exceeded the present value of expected future
premium and already established loss reserves.  Within the premium
deficiency calculation, the Company's present value of expected
future paid losses and expenses was $2,341 million, offset by the
present value of expected future premium of $489 million and
already established loss reserves of $ 1,644 million.  The premium
deficiency reserve as of June 30, 2009, reflected the present
value of expected future paid losses and expenses of
$2,491 million, offset by the present value of expected future
premium of $595 million and already established loss reserves of
$1,669 million.  The premium deficiency reserve of
$1,210.8 million was initially established in the fourth quarter
of 2007, and has declined by $1,003.0 million to $207.8 million as
of September 30, 2009.

MGIC Investment Corp. -- http://www.mgic.com/-- is a holding
company and, through its wholly owned subsidiary Mortgage
Guaranty Insurance Corp., provides private mortgage insurance in
the U.S.  MGIC is licensed in all 50 states of the U.S., the
District of Columbia, Puerto Rico and Guam.  One of MGIC's
subsidiaries is licensed in Australia and another is in the
process of becoming licensed in Canada.  In addition to mortgage
insurance on first liens, the company, through its subsidiaries,
provides lenders with various underwriting and other services
and products related to home mortgage lending.  The company has
ownership interests in less than majority owned joint ventures
and investments, principally Sherman Financial Group LLC and
Credit-Based Asset Servicing and Securitization LLC, which it
refers to as C-BASS.  Sherman is principally engaged in
purchasing and collecting for its own account delinquent
consumer receivables.

                           *     *     *

MGIC Investment carries a 'CCCu' long term local issuer credit
rating, with negative outlook, from Standard & Poor's.  It carries
a 'B' long term issuer default rating from Fitch.


MICROMET INC: May Issue $150 Million in Securities
--------------------------------------------------
Micromet Inc. filed a shelf registration statement in connection
with its plan to offer, from time to time, of up to $150,000,000
of any combination of securities, either individually or in units.
Micromet may offer common stock or preferred stock upon conversion
of debt securities; common stock upon conversion of preferred
stock; common stock, preferred stock or debt securities upon the
exercise of warrants; or common stock, preferred stock or debt
securities upon the exercise of subscription rights.

Micromet's prospectus provides a general description of the
securities it may offer.  The Company's common stock is traded on
the Nasdaq Global Market under the symbol "MITI."  On October 14,
2009, the sales price of the common stock was $5.97 per share.

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

              http://ResearchArchives.com/t/s?471b

                       About Micromet Inc.

Micromet Inc. (Nasdaq: MITI) -- http://www.micromet-inc.com/-- is
a biopharmaceutical company developing novel, proprietary
antibodies for the treatment of cancer, inflammation and
autoimmune diseases.  Four of its antibodies are currently in
clinical trials, while the remainder of the product pipeline is in
preclinical development.

As of June 30, 2009, the Company had $69.8 million in total
assets; and $30.5 million in total current liabilities,
$7.31 million in deferred revenue, and $2.05 million in other non-
current liabilities; and $29.9 million stockholders' equity.  The
Company had $212.4 million in accumulated deficit as of June 30,
2009.

                      Going Concern Doubt

In its annual report on Form 10-K for the year ended December 31,
2008, Micromet said that as of December 31, it had an accumulated
deficit of $198,200,000, and it expects to continue to incur
substantial, and possibly increasing, operating losses for the
next several years.  "The conditions create substantial doubt
about our ability to continue as a going concern," the Company
said.

However, Ernst & Young LLP, in McLean, Virginia, the Company's
independent accountants, did not include a going concern language
in its March 16, 2009 audit report.


MIDWAY GAMES: Completes Sale of Certain Assets to SouthPeak
-----------------------------------------------------------
Midway Games Inc. and two of its U.S. subsidiaries, Midway Home
Entertainment Inc. and Midway Studios Los-Angeles Inc. completed
the sale of the certain assets created under a license agreement
between TNA Entertainment, LLC and MHE, with certain exclusions,
to SouthPeak Interactive Corporation.

On Sept. 18, 2009, the Company and its U.S. subsidiaries entered
into an asset purchase agreement with SouthPeak pursuant to
Section 363 of the U.S. Bankruptcy Code.  SouthPeak agreed to
purchase the purchased assets for $100,000 plus the aggregate of
any cure amounts and other assumed liabilities under assumed
contracts.  The sale was approved by the Court on Oct. 1, 2009.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?4710

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- with offices
throughout the world, was a leading developer and publisher of
interactive entertainment software for major videogame systems and
personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is roughly $49 million,
including the assumption of certain liabilities.  Midway is
disposing of its remaining assets.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.  A full-text copy of the
Debtors' monthly operating report for the month ended June 30, is
available at http://researcharchives.com/t/s?41c1


MILLER BROTHERS: Lays Off 85 Workers at Three Mine Sites
--------------------------------------------------------
The Associated Press reports that Miller Brothers Coal LLC said
that it has laid off 85 workers at mine sites in the Magoffin,
Floyd, and Knott counties, due to weak demand for coal and the
uncertainty that new mining permits will be issued.  According to
WYMT-TV, Miller Brothers officials said that hours were also
reduced for the more than 200 remaining employees.

Eeastern Kentucky coal company Miller Brothers Coal LLC is
operating under Chapter 11 bankruptcy and is reducing production
at several sites, according to The Associated Press.


MOHEGAN TRIBAL: Moody's Assigns 'B1' Rating on $200 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Mohegan Tribal
Gaming Authority's proposed $200 million second lien notes due
2017.  MTGA's B3 Corporate Family Rating, B3 Probability of
Default Rating, and long-term debt ratings were affirmed.  The
company's existing $250 million 6 1/8% senior unsecured notes due
2013, however, are expected to be lowered one-notch to B2 if the
second lien offering closes as currently planned.  The rating
outlook is negative.

The B1 rating on MTGA's new second lien notes -- two notches
higher than the company's Corporate Family Rating -- acknowledges
the substantial credit cushion that will be afforded to the notes
by the large amount of debt that will rank junior to the notes in
the pro forma debt structure.  The B1 rating on the second lien
notes also assumes the transaction will close as currently planned
and is subject to the review of final documentation.  The net
proceeds from the new second lien notes will be used to repay the
entire amount of the company's $147 million term loan due March
2012 and reduce the company's outstanding revolver borrowings by
about $44 million.

Moody's expects that the senior unsecured notes will be lowered
one-notch to B2 if the second lien offering closes as currently
planned.  This would reflect MTGA's decision to issue debt that
will rank ahead of the senior unsecured notes along with the full
repayment of $330 million of senior subordinated debt in July 2009
with borrowings under the revolving credit facility.  The Caa2
ratings on MTGA's outstanding senior subordinated notes are not
expected to be affected by the addition of the new second lien
notes other than a minor change in the LGD assessments of senior
unsecured notes.

MTGA's B3 Corporate Family and Probability of Default ratings
continue to reflect the company's high leverage (debt/EBITDA
remains close to 7.0 times), continued weak performance at its
Connecticut casino, the threat of additional competition in the
Northeastern U.S., and relatively modest cushion with its
financial covenants.  Additionally, while the full repayment of
the first lien term loan will provide near-term relief with
respect to debt maturities, MTGA still has large amount of debt
coming due in March 2012 when its revolver expires.  Outstanding
revolver borrowings will represent approximately one-third of the
company's pro forma total debt outstanding.

MTGA's rating outlook is currently negative.  However, the
successful closing of the second lien combined with amendments to
the leverage covenants in the company's bank loan agreement, could
result in an outlook revision to stable.

The successful issuance of second lien notes will eliminate the
risk associated with a possible increase in the company's term
loan amortization requirement -- one of the primary reasons for
the current negative outlook.  MTGA's bank agreement includes a
provision that increases the term loan amortization to $30 million
per quarter -- from only $750 thousand per quarter -- beginning
June 2010 if its $147 million term loan is not fully repaid prior
to that date.

MTGA recently disclosed that it is seeking modifications to the
leverage covenants contained in its bank credit facility.  The
company faces a step-down in its senior leverage and total
leverage covenant in March 2010.  While the company is currently
in compliance with its leverage covenants, the weak gaming demand
environment coupled with the step-downs could make it difficult
for the company to remain in compliance.  The offering of the
second lien notes is not conditioned upon the company obtaining
these amendments.

New rating assigned:

* $200 million second lien notes due 2017 at B1 (LGD 3, 31%)

Ratings affirmed:

* Corporate Family Rating at B3
* Probability of Default Rating at B3
* Senior unsecured notes at B1 (LGD 3, 32%)
* Senior subordinated notes at Caa2 (LGD 5, 79%)

Moody's previous rating action on MTGA occurred on May 1, 2009,
when the company's Probability of Default and Corporate Family
ratings were lowered to B3 from B2 and a negative rating outlook
was assigned.

MTGA owns and operates a gaming and entertainment complex located
near Uncasville, Connecticut, known as Mohegan Sun, and a gaming
and entertainment facility offering slot machines and harness
racing in Plains Township, Pennsylvania, known as Mohegan Sun at
Pocono Downs.  MTGA generates annual net revenues of approximately
$1.5 billion.


MURRAY ENERGY: Moody's Assigns Corporate Family Rating at 'Caa1'
----------------------------------------------------------------
Moody's Investors Service assigned a first time corporate family
rating of Caa1 to Murray Energy Corporation.  Moody's also
assigned a Caa1 probability of default rating, a Caa1 (LGD 3; 46%)
rating on the proposed $440 million second priority senior secured
notes, and a B1 (LGD 1; 4%) rating on the proposed $25 million
revolving credit facility.  Proceeds from the notes issuance and
cash on hand are intended to refinance approximately $485 million
of existing first, second, and third lien debt.  The rating
outlook is stable.  The new ratings are subject to review of the
final documentation.

Murray's Caa1 corporate family rating reflects significant debt
levels, concentration of EBITDA at key coal mines, production risk
stemming from challenging operating conditions and geologic risks,
and annual production of approximately 25 million tons.  The
ratings are supported by the company's long-term contracts with
highly-rated utility customers, experience with longwall mining,
freight advantages associated with water-based transportation and
proximity to customers, and largely union-free workforce.  In
addition, the ratings positively consider Murray's production,
sale, and delivery of high heat, high sulfur coal which is able to
meet the requirements of its utility customers with scrubbers.

The Caa1 rating considers the level of EBITDA needed to support
the significant debt in Murray's capital structure.  Currently,
the majority of the company's EBITDA is derived from two longwall
mines in Northern Appalachia.  Challenging geologic and
operational conditions can result in unexpected interruptions as
Murray has experienced at some of its other mines.  While leverage
has declined significantly in 2009, in Moody's opinion, debt
leverage is likely to rise in 2010 due primarily to a lower
selling price and, to a lesser extent, rising production costs.
Moody's believe that a high level of fixed charges could limit
Murray's ability to significantly reduce absolute debt over the
intermediate term.

The Caa1 corporate family rating positively considers the
company's relationship with many of its large, highly rated
utility customers.  Murray has maintained relationships with some
customers since shortly after the company's inception in 1988.
The company recently benefited from price adjustments, set to
cease on January 1, 2010, for contracts with its two largest
customers.  Moody's believes that future price adjustments may be
less certain.  Given the company's significant debt, Murray's
ability to independently sustain its operations at normalized
contract terms will be a critical factor for the ratings.

The stable rating outlook incorporates Murray's adequate near-term
liquidity profile and its highly contracted position for the
remainder of 2009 and 2010.  The outlook is contingent on the
company's ability to meet production targets and control its costs
within Moody's expectations.

Ratings assigned include:

* Corporate Family of Caa1

* Probability of Default of Caa1

* $25 million first lien revolving credit facility due 2012 of B1
  (LGD 1; 4%)

* $440 million second priority lien senior secured note due 2015
  of Caa1 (LGD 3; 46%)

* Stable Outlook

Murray Energy Corporation is a privately owned coal mining company
which produced approximately 25 million tons in 2008.  The company
controls approximately 900 million tons of reserves including an
estimated 365 million unassigned tons.


MURRAY ENERGY: S&P Assigns Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Pepper Pike, Ohio-based Murray Energy
Corp.  The outlook is stable.

Standard & Poor's also said that it assigned an issue-level rating
of 'BB-' (two notches above the corporate credit rating) to
Murray's proposed $25 million senior secured revolving credit
facility due 2012.  The recovery rating is '1', indicating S&P's
expectation of very high (90%-100%) recovery for lenders in the
event of a payment default.

In addition, Standard & Poor's assigned an issue-level rating of
'B+' (one notch higher than the corporate credit rating) to
Murray's proposed $440 million second-lien secured notes due 2015.
The recovery rating is '2', indicating S&P's expectation of
substantial (70%-90%) recovery for noteholders in the event of a
payment default.

Murray will use the proceeds from the proposed notes, combined
with excess cash balances, to repay outstanding amounts under its
existing senior secured credit facility.

"The ratings on Murray reflect the combination of its vulnerable
business risk profile and aggressive financial risk profile,"
noted Standard & Poor's credit analyst Maurice Austin.  "The 'B'
rating is also based on its relatively small size, lack of
operating diversity, high customer concentration, and high debt
levels." Still, the company maintains a relatively favorable cost
profile, benefits from long-term contracts, and is expected to
maintain appropriate liquidity for its 'B' rating.

S&P expects that Murray's liquidity position will remain
sufficient to meet operating, capital, and debt-service
requirements over the near-to-intermediate term.  Pro forma 2009
for the proposed financings, Murray will likely have about
$53.7 million of excess balance-sheet cash and full availability
under its new $25 million revolving credit facility.

The company generated about $145 million in cash flow from
operations for the first six months of 2009 compared with about
$80 million for the same period in 2008, primarily as a result of
the renegotiation of contracts from Murray's largest customers.
Based on current operating assumptions, S&P expects cash flow from
operations of about $250 million during 2009, decreasing to about
$110 million in 2010, as S&P expects U.S. electricity consumption
to continue to decline, resulting in lower production levels.  In
2009, S&P expects capital expenditures of about $120 million,
declining to about $45 million in 2010 as Murray completes
spending related to increasing the number of ventilation shafts
and upgrading a coal preparation plant.  S&P expects that the
company's annual maintenance capital spending will be $40 million-
$70 million.

Financial covenants governing the company's revolving credit
facility will likely include a maximum total leverage ratio and a
minimum interest coverage ratio.  S&P expects Murray to maintain a
sufficient cushion in the near term under both covenant
requirements after it completes its current debt issues.

Murray's debt maturities over the next several years are
manageable, as the revolver matures in 2012, and the senior
secured notes do not mature until 2015.  However, the bond
indenture provides the company the opportunity to repay up to 10%
of the debt each year during the three-year non-call period.

The stable outlook reflects S&P's expectation that despite lower
demand for coal because of recession-induced declines in
electricity consumption, Murray's credit measures will remain at a
level S&P would consider appropriate for a 'B' rating.
Specifically, S&P expects 2010 adjusted debt to EBITDA of about
4.5x, driven by a decline in 2010 EBITDA of more than 60% -- to
about $115 million -- as a result of lower production.

"We would consider a negative rating action if, as a result of
deterioration in operating performance during the next several
quarters, the company's credit measures weaken to a level that S&P
would consider inconsistent with the current 'B' rating," Mr.
Austin added.  Specifically, if adjusted debt to EBITDA were to
exceed and likely remain at more than 5.5x, which could occur if
electricity consumption continues to decline, resulting in an
extended decline in coal prices.  A positive rating action, though
less likely in the near term given recent production curtailments
and coal price weakness, could occur if coal demand increases
faster than expected and results in higher coal prices and
increased production.


NORTEL NETWORKS: Committee Wants Ciena Deal Improved
----------------------------------------------------
BankruptcyData reports that Nortel Networks' official committee of
unsecured creditors filed with the U.S. Bankruptcy Court an
objection to the Company's motion seeking authorization to enter
into a stalking horse sales agreement with Ciena Corporation for
the sale of certain assets of Nortel's Metro Ethernet Networks
business.

According to the report, the objection states that, although the
committee generally supports the sale of the assets, it feels that
some elements of the agreement and bidding procedures are contrary
to the bankruptcy goal of maximizing proceeds of the Debtor's
estate.  The committee specifically objects to exemption of the
stalking horse bidder from the generally applicable requirement
that the runner up at the sales auction serve as an alternative
purchaser.

The assets to be sold include those of NNI, Canada-based Nortel
Networks Ltd. and Nortel Networks UK Ltd., which Ciena agreed to
acquire for US$390 million in cash and 10 million shares of its
common stock pursuant to two separate agreements.  The shares to
be issued by Ciena were valued at US$131 million based on the
closing price of the company's common stock on NASDAQ as of
October 6, 2009.

Under the court-approved bidding process, companies interested to
acquire the Optical Networking and Carrier Ethernet business are
required to submit their bids by November 9, 2009, to be followed
by an auction on November 13 if more than one qualified bid are
received.

                      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: November 13 Auction for Ethernet Networks Biz.
---------------------------------------------------------------
Nortel Networks Inc. and its affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to implement a bidding process for the sale of their
optical networking and carrier ethernet business to Ciena Corp.
or to any company that offers a better bid for the assets.

The assets to be sold include those of NNI, Canada-based Nortel
Networks Ltd. and Nortel Networks UK Ltd., which Ciena agreed to
acquire for US$390 million in cash and 10 million shares of its
common stock pursuant to two separate agreements.  The shares to
be issued by Ciena were valued at US$131 million based on the
closing price of the company's common stock on NASDAQ as of
October 6, 2009.

The first agreement covers the sale of Nortel's Optical
Networking and Carrier Ethernet businesses in North America,
Caribbean and Latin America, and Asia.  The second agreement
governs the sale of Nortel units' businesses that are based in
Europe, Middle East and Africa.

Both agreements include the planned sale of Nortel's OME 6500, OM
5000 and CPL platforms, its industry-leading 40G/100G technology,
and related services business.  They also cover all patents and
intellectual property that are predominantly used in the
businesses and provide for the transition of most of Nortel's
customer contracts executed in connection with the business.

Philippe Morin, president of Nortel Metro Ethernet Networks, said
in an October 7 statement that the proposed sale is a "positive
step forward for the future of Nortel's Optical Networking and
Carrier Ethernet customers and employees."

"The sale of these businesses to a strong and stable buyer
enables the innovation of one of the foremost leaders in the
optical industry to continue to thrive," Mr. Morin said.

"Employees have done a tremendous job stabilizing our business
under challenging conditions while continuing to deliver on
product and service commitments.  We are particularly pleased
that the agreements would offer a significant number of the
employees in the Optical Networking and Carrier Ethernet teams an
opportunity to continue their world-class innovation," Mr. Morin
said.

Under the terms of the agreements, at least 2,000 employees or
more than 85% of the global Optical Networking and Carrier
Ethernet employee base would be offered employment with Ciena.
These include employees assigned to the Optical Networking and
Carrier Ethernet businesses in Europe, Middle East and Asia who
would be transferred to Ciena.

Completion of the sale is subject to regulatory conditions,
approval of the U.S. and Canadian governments and approval of the
courts in France and Israel.  The sale agreements are also
subject to purchase price adjustments.

                         Bidding Process

Under the court-approved bidding process, companies interested to
acquire the Optical Networking and Carrier Ethernet business are
required to submit their bids by November 9, 2009, to be followed
by an auction on November 13 if more than one qualified bid are
received.

Ciena's US$390 million offer will serve as the "stalking horse"
bid or the lead bid at the auction.  In the event Ciena is not
selected as the winning bidder, the Nortel units are required to
pay Ciena a break-up fee of up to US$10.7 million and reimburse
as much as US$3.6 million for its expenses.

Ciena is required to provide a 5% deposit of the purchase price.
NNI originally proposed to exempt Ciena from this particular
auction rule or the deposit requirement, but eventually changed
this and other rules after the Official Committee of Unsecured
Creditors and its major suppliers, Flextronics Corp. and
Flextronics Telecom Systems Ltd., questioned why only the other
bidders were required to provide a deposit.

Anixter Inc., another major supplier, also filed an objection in
Court, complaining over the lack of sufficient information about
what assets of the Optical Networking and Carrier Ethernet
business would be sold to the winning bidder.

Doug Bacon, Ciena's lawyer, said that aside from agreeing to put
up a 5% deposit, Ciena will also let courts decide whether it can
block the return of rival bidders' deposits and accepted
restrictions on payment of a breakup fee, according to a report
by Bloomberg News.

The Bankruptcy Court earlier rejected Nortel's request for a
Ciena-led auction.  Judge 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.

The winning bid at the auction will be presented to the U.S.
Bankruptcy Court for approval at a hearing on November 19, 2009.

NNL and its Canada-based affiliates has also sought permission
from the Ontario Superior Court of Justice, which handles their
insolvency cases, to implement the bidding process.  Ernst &
Young Inc., the firm appointed to monitor Nortel's Canadian
assets, also recommend the approval of the bidding process as
noted in its 24th Monitor Report.  The request was approved by
the Canadian Court, according to a report by The Canadian Press.

Meanwhile, administrators of the Nortel units located outside of
North America can sell those Nortel assets without court
approval.  In some jurisdictions, however, the sale will be
subject to consultation with employee representatives prior to
finalization of the terms of sale.

A full-text copy of the document detailing the bidding process
for the Optical and Ethernet Businesses is available for free at:

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

                     A Gamble Worth Taking

Ciena Chief Executive Gary Smith said the agreement with Nortel
is a gamble worth taking, according to a report by the Wall
Street Journal.

Mr. Smith said the Nortel assets dovetail nicely with Ciena's
advanced optical equipment, which is the company's core business,
WSJ reported.

Mr. Smith downplayed concerns about Ciena's ability to properly
incorporate the Nortel assets.  Instead, Mr. Smith has hired
outside consultants with experience in large mergers to advise
Ciena.  He also insisted Ciena's executives are familiar with the
technology produced by Nortel's optical and Ethernet division,
according to the report.

The business in which Ciena and Nortel participate expected to
surge once global growth resumes, WSJ noted.  The Yankee Group, a
market-research firm, estimates that demand for optical and
Ethernet equipment could reach $85 billion, WSJ reported.

Business weekly Barron's related in its October 12 edition that
Ciena's stock price could double in 2010 with the Nortel deal.
Quoting Morgan Keegan analyst Simon Leopold, Barron's said
Ciena's stock price could rise to $24.50, which is currently
trading at just under $13.

                      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: Seeks Canada Court Nod to Auction GSM Business
---------------------------------------------------------------
Nortel Networks Corporation asks the Ontario Superior Court of
Justice to approve a bidding process in connection with the sale
of the global operations of Nortel Networks Ltd. and other units
using the Global System for Mobile communications standard.

The Nortel units are suppliers of GSM, a widely deployed wireless
technology standard for mobile phone networks as well as GSM for
Railways, a secure wireless communication system for railway
operators based on GSM technology.

"A sale of the GSM assets is the best opportunity to maximize the
value of the GSM assets and reduce the continuing cost related to
the support and development of GSM business," says NNC's
attorney, Derrick Tay, Esq., at Ogilvy Renault LLP, in Toronto,
Ontario.

Mr. Tay says the Nortel units have experienced difficulties in
finding new customers for their GSM assets since they filed for
creditor protection before the Canadian Court early this year.

"The potential purchase price that could be realized through a
sale of the GSM assets is likely to decline over time if the GSM
assets remain unsold and that any significant delay in doing so
could result in a material reduction of price," Mr. Tay further
says.

Ernst & Young Inc., the firm appointed to monitor the assets of
NNC and its Canadian affiliates, supports the approval of the
bidding process.

"[Ernst & Young] is of the view that the sale process is designed
to provide a commercially reasonably approach for Nortel to
attempt to market and maximize value for its GSM business," the
firm noted in its 23rd Monitor Report.

        NNI Wins Court Nod to Implement Bidding Process

Nortel Networks Inc. and its U.S.-based affiliates obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to implement their proposed bidding process in
connection with the sale of the GSM business.

Interested parties have until November 5, 2009, to submit their
bids for the GSM business.  An auction will be held November 9 if
more than one qualified bid is received.

The U.S. Bankruptcy Court will hold a hearing on November 19,
2009, to consider approval of the sale of the GSM business to the
winning bidder.  Creditors and other concerned parties have until
November 12, 2009, to file their objections.

A full-text copy of the Debtors' agreement on the sale of the GSM
business is available without charge at:

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

Prior to the approval, Anixter Inc., a major supplier of the
Debtors, filed an objection in Court, complaining that the
Debtors did not provide sufficient information about what assets
of their GSM business will be sold.  Anixter said it is unable to
ascertain the extent to which the Debtors intend to include any
Anixter contract in the proposed transaction and the extent to
which its rights may be directly affected.

                      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: Signs Deal With PBGC on Enterprise Biz Sale
------------------------------------------------------------
Nortel Networks Inc. sought and obtained the Court's authority to
enter into an agreement with the Pension Benefit Guaranty
Corporation that would clear the way for the completion of the
sale of its enterprise solutions business.

The Nortel-PBGC Agreement requires the PBGC, a federal agency
that protects the pension of American workers and retirees, to
waive its claims against two of NNI's wholly owned subsidiaries
whose shares are among those included in the sale of NNI's
Enterprise Solutions Business to Avaya Inc.

The units, Nortel Government Solutions Inc. and DiamondWare Ltd.,
are both members of NNI's "controlled group," which makes them
potentially liable to the PBGC on account of unfunded benefits
and other charges under a pension plan previously sponsored by
NNI.

The NNI-sponsored plan is a tax-qualified, single-employer,
defined benefit pension plan covered by the Employee Retirement
Income Security Act.  As of January 1, 2009, there are about
22,220 present and former Nortel employees and their
beneficiaries who are entitled to receive benefits under the
pension plan.

NNI's attorney, Ann Cordo, Esq., at Morris Nichols Arsht &
Tunnell LLP, in Wilmington, Delaware, points out that the sale
agreement governing the acquisition of the Enterprise Solutions
Business Unit requires NNI to transfer its assets and shares to
Avaya, free and clear of any and all liens and claims.  To
satisfy this requirement, she continues, the Debtors must resolve
any and all claims the PBGC might assert against NGSI and
DiamondWare and any and all liens the PBGC might assert against
the stock in the subsidiaries.

The Sale Agreement also includes a provision conditioning Avaya's
obligation to close on the sale on the PBGC's waiver of its
claims against the buyer, NGSI and DiamondWare as well as the
release of liens with respect to the Pension Plan, according to
Ms. Cordo.

Accordingly, Nortel and the PBGC agree on these salient terms:

  (1) The PBGC will release and waive any claim, lien or
      interest against non-Debtor subsidiaries NGS and
      DiamondWare arising under the ERISA solely as to the
      Pension Plan.

  (2) In consideration of the PBGC Waiver, NNI agreed to grant
      the PBGC a lien on the proceeds of the sale of the
      Enterprise Solutions Business that are allocated to the
      sale of NGS Shares and the DiamondWare Shares.  The PBGC
      Lien will not be less than 30% of the Share Sale Proceeds.

  (3) The parties acknowledge that pursuant to an IRS
      Stipulation, NNI will also grant a lien to the IRS on the
      Share Sale Proceeds, which lien will be junior to and
      subordinated in all respects to the PBGC Lien.  If the
      amount of the Share Sale Proceeds exceed the combined
      amount of the PBGC Lien and the IRS Lien, the excess will
      be remitted in equal parts to the PBGC and to NNI.

  (4) The proceeds of the Avaya Sale Agreement, including the
      Share Sale Proceeds, will be held in an escrow amount
      until the time as the Enterprise Proceeds are allocated
      among the Sellers and the EMEA Sellers.  Furthermore, NNI
      agrees that the Enterprise Proceeds allocated to the U.S.
      Debtors will continue to be held in escrow until the time
      as (x) the Share Sale Proceeds are determined, and (y) the
      PBGC Lien is determined.

A full-text copy of the NNI-PBGC Stipulation is available without
charge at http://bankrupt.com/misc/NortelSTIPPBGC.pdf

                      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: Terms of Stipulation With IRS on Tax Claim
-----------------------------------------------------------
Nortel Networks Inc. and the U.S. Department of Justice sought
and obtained the Court's approval of a stipulation, requiring the
Internal Revenue Service to release its claims against two of
NNI's subsidiaries.

The Court's ruling clears the way for the completion of the sale
of NNI's Enterprise Solutions Business to Avaya Inc., which would
have been foiled by the IRS' $3 billion claim against NNI and its
subsidiaries, including Nortel Government Solutions Inc. and
DiamondWare Ltd.  Under its deal with NNI, Avaya is authorized
to terminate the parties' Sale Agreement unless the IRS' claim is
resolved by October 15, 2009.

NGS and DiamondWare are wholly owned subsidiaries of NNI whose
shares are among those included in the sale of the Nortel's
Enterprise Solutions Business Unit.

The stipulation between NNI and the DOJ requires the IRS to
release its claim against NGS and DiamondWare at the closing of
the sale.  It also requires the IRS to waive its right to take
any action in connection with the tax liabilities of NNI and its
consolidated group for the year ending December 31, 2005, and for
the subsequent years during which NGS and DiamondWare are members
of the consolidated group.

In return, NNI acknowledges a claim in favor of the IRS with
respect to corporate alternative minimum tax for NNI's taxable
year ending December 31, 2005, through December 31, 2008, of not
less than $8 million for corporate alternative minimum tax and
$1.8 million for interest and penalties.  NNI also agreed to
grant the IRS a lien on the portion of the sale proceeds
allocated to the NGS Shares and the DiamondWare Shares.

The parties further agree that the IRS Lien created is junior to
and subordinated in all respects to the rights of the Pension
Benefit Guaranty Corporation to assert a lien against the assets
of NGS and DiamondWare pursuant to the Employee Retirement Income
Security Act of 1974.

The parties' Stipulation was a product of mediation between NNI
and the IRS, which was handled by Judge John Gibbons.  Judge
Gibbons was appointed on October 5, 2009, by the U.S. Bankruptcy
Court for the District of Delaware to serve as the mediator.

A full-text copy of the NNI-DOJ/IRS Stipulation is available
without charge at http://bankrupt.com/misc/NortelStipIRS.pdf

In a related development, IRS withdrew the motion it filed in the
U.S. District Court for the District of Delaware, asking the
District Court to take the responsibility away from the
Bankruptcy Court of all issues relating to NNI's objection to
IRS' $3 billion claim on grounds that the resolution of the
federal income tax issue requires material consideration of non-
bankruptcy law.

                      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)


NOVADEL PHARMA: Discloses Results of 2009 Stockholders' Meeting
---------------------------------------------------------------
NovaDel Pharma Inc. held its 2009 Annual Meeting of Stockholders
on October 15, 2009.  The 2009 Annual Stockholders' Meeting was
held at the offices of Morgan, Lewis & Bockius LLP, located at 502
Carnegie Center, Princeton, New Jersey.

Mark Baric, Thomas Bonney, Steven Ratoff and Dr. Charles Nemeroff
were elected directors of the Company.  In addition, J.H. Cohn,
LLP, was approved as the Company's auditors for 2009.  Mr. Ratoff,
Chairman of the Board, Interim Chief Executive Officer and Interim
Chief Financial Officer, reviewed the progress of the Company.

Mr. Ratoff noted that NovaDel is actively engaged in licensing its
two approved drugs, NitroMist(TM) and ZolpiMist(TM), and the
Company's goal is that licenses will be in place by the end of
this 2009 fiscal year.  Mr. Ratoff indicated that if that
objective is achieved, these products could be launched by the
licensee as early as the third quarter of 2010.

Mr. Ratoff also reviewed the current pipeline of the Company,
noting that progress on the development of these opportunities is
limited by the current lack of financial resources.  Finally, Mr.
Ratoff noted that while the Company's financial condition has
improved as a result of the financing agreement with Seaside, LLC,
substantive company progress requires additional financial
resources.

A full-text copy of NovaDel's updated corporate presentation is
available at no charge at http://ResearchArchives.com/t/s?471d

                       About Novadel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

As of June 30, 2009, the Company had $2,358,000 in total assets
and $9,146,000 in total liabilities, resulting in $6,788,000 in
stockholders' deficit.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


NEXSTAR BROADCASTING: BofA Lenders Amend Financial Covenants
------------------------------------------------------------
Nexstar Broadcasting, Inc., a subsidiary of Nexstar Broadcasting
Group, Inc., on October 8, 2009, entered into the Second Amendment
to the Fourth Amended and Restated Credit Agreement, dated as of
April 1, 2005, together with Nexstar Broadcasting Group, Nexstar
Finance Holdings, Inc., Bank of America, N.A., as Administrative
Agent and as L/C Issuer, Banc of America Securities LLC, as joint
lead arranger and joint book manager, UBS Securities LLC, as co-
syndication agent and joint lead arranger, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as co-syndication agent and
joint book manager, and the several banks parties thereto.

The Amendment modifies certain terms of Nexstar Credit Agreement,
including, but not limited to, changes to financial covenants,
including the Consolidated Total Leverage Ratio and Consolidated
Senior Leverage Ratio, a general tightening of the exceptions to
the negative covenants (principally by means of reducing the types
and amounts of permitted transactions) and an increase to the
interest rates and fees payable with respect to the borrowings
under the Amended Nexstar Credit Agreement.

                                            Prior        As Amended
                                            -----        ----------
Consolidated Total Leverage Ratio:
   July 1, 2009 through Sept. 30, 2009   6.50 to 1.00   6.75 to 1.00
   Oct. 1, 2009 to Dec. 31, 2009         6.50 to 1.00   8.75 to 1.00
   Jan. 1, 2010 through March 31, 2010   6.50 to 1.00   9.50 to 1.00
   April 1, 2010 through June 30, 2010   6.50 to 1.00  10.25 to 1.00
   July 1, 2010 through Sept. 30, 2010   6.25 to 1.00   9.25 to 1.00
   Oct. 1, 2010 through and
      including March 31, 2011           6.25 to 1.00   7.75 to 1.00
   April 1, 2011 and thereafter          6.00 to 1.00   6.00 to 1.00

Consolidated Senior Leverage Ratio:
   July 1, 2009 through Sept. 30, 2009   4.50 to 1.00   5.50 to 1.00
   Oct. 1, 2009 to Dec. 31, 2009         4.50 to 1.00   7.00 to 1.00
   Jan. 1, 2010 through March 31, 2010   4.25 to 1.00   7.00 to 1.00
   April 1, 2010 through June 30, 2010   4.25 to 1.00   7.50 to 1.00
   July 1, 2010 through Sept. 30, 2010   4.25 to 1.00   6.75 to 1.00
   Oct. 1, 2010 through and
      including March 31, 2011           4.25 to 1.00   5.50 to 1.00
   April 1, 2011 and thereafter          4.00 to 1.00   4.00 to 1.00

The Amended Nexstar Credit Agreement revises the calculation of
Consolidated Total Leverage Ratio to exclude the netting of cash
and cash equivalents against total debt.

On an annual basis following the delivery of Nexstar's
Broadcasting, Inc.'s year end financial statements, the Amended
Nexstar Credit Agreement requires mandatory prepayments of
principal, as well as a permanent reduction in revolving credit
commitments, subject to a computation of excess cash flow for the
preceding fiscal year.  The Amended Nexstar Credit Agreement also
places additional restrictions on the use of proceeds from asset
sales, equity issuances, or debt issuances (with the result that
such proceeds, subject to certain exceptions, be used for
mandatory prepayments of principal and permanent reductions in
revolving credit commitments), and includes an anti-cash hoarding
provision which requires that Nexstar Broadcasting, Inc. utilize
unrestricted cash and cash equivalent balances in excess of $15
million to repay principal amounts outstanding, but not
permanently reduce capacity, under the revolving credit facility.

The Amended Nexstar Credit Agreement also revised the interest
rate provisions.  As amended, borrowings under the Facility may
bear interest at either (i) a Eurodollar Rate, which has been
amended to include an interest rate floor equal to 1% or (ii) a
Base Rate, which, as amended,  is defined as the greater of (1)
the sum of 1/2 of 1% plus the Federal Funds Rate, (2) Bank of
America, N.A.'s prime rate and (3) the sum of (x) 1% plus (y) the
Eurodollar Rate.  The definition of applicable margin was changed
to eliminate the pricing grid and replace it with a fixed rate.
As amended, the applicable margin for Eurodollar loans is a rate
per annum equal to 4% and the applicable margin for Base Rate
loans is a rate per annum equal to 3%.

On October 8, 2009, Mission Broadcasting, Inc. entered into its
first amendment to its Third Amended and Restated Credit Agreement
dated as of April 1, 2005, among it, Bank of America, N.A., as
Administrative Agent and as L/C Issuer, Banc of America
Securities, as joint lead arranger and joint book manager, UBS
Securities LLC, as co-syndication agent and joint lead arranger
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as co-
syndication agent and joint bank manager, and the several banks
parties thereto.

A full-text copy of the Second Amendment to Fourth Amended and
Restated Credit Agreement is available at no charge at:

              http://ResearchArchives.com/t/s?4720

Nexstar Broadcasting, Inc., Nexstar Broadcasting Group and Nexstar
Finance Holdings, Inc., continue to guarantee full payment of any
and all obligations under the Amended Mission Credit Agreement in
the event of a default thereunder.  The Amended Nexstar Credit
Agreement expanded certain cross-default provisions such that the
breach of certain warranties, representations or covenants under
the Amended Mission Credit Agreement now constitute an event of
default under the Amended Nexstar Credit Agreement.

Nexstar Broadcasting Group, Inc., as of June 30, 2009, owned,
operated, programmed or provided sales and other services to 63
television stations (inclusive of the digital multi-channels),
which includes affilates of NBC, ABC, CBS, Fox, MyNetworkTV and
The CW in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Utah,
Massachusetts, Florida, Montana and Maryland.  Through various
local service agreements, Nexstar provided sales, programming and
other services to stations owned or operated by independent third
parties.

As of June 30, 2009, the Company had $629,760,000 in total assets
and in total liabilities of 789,371,000, resulting in
stockholder's deficit of $159,611,000.


OCTAVIAR LIMITED: Liquidators Secure AU$125 Million Cash
--------------------------------------------------------
The Sydney Morning Herald reports that Bentleys Corporate
Recovery, the recently appointed liquidator of Octaviar Limited,
has secured AU$125 million in cash from the group and was moving
to raise more cash from the sale of Octaviar's childcare business,
Sunkids.

The Herald states that one month since replacing Deloitte as the
liquidator under court order, Bentleys said it planned to hold
"public examinations" in the first half of 2010, which could shed
more light into the dealings that led to the collapse of the
financial group after it fell into administration in September
2008.

According to the report, Bentleys said it had liaised with the
Australian Securities & Investments Commission.  Bentleys, as
cited by the Herald, said it was also negotiating the former MFS
chief executive David Anderson's "ongoing role" with the group.

This follows a revelation in BusinessDay last week that
Mr. Anderson was paid more than AU$940,000 in consultancy fees
from the group's former administrator and liquidator Deloitte, the
report notes.

The Herald relates Bentleys said it had started closing down
Octaviar's offices and was in talks with the Tax Office to access
AU$60 million that was under a "freezing order."

                      About Octaviar Limited

Headquartered in Queensland, Australia, Octaviar Limited (ASX:OCV)
-- http://www.mfsgroup.com.au-- formerly known as MFS Limited,
operates as an Investment Management business with a portfolio of
businesses and assets, including: operating businesses in the
leisure and childcare sectors; real estate portfolio; 35% interest
in the Stella Group; operating businesses which hold AFSL licenses
and act as Responsible Entity for a number of Managed Investment
Schemes.

                           *     *     *

As reported in the Troubled Company Reporter-Asia Pacific on
Sept. 15, 2008, Octaviar Limited appointed John Greig and
Nicholas Harwood of Deloitte as Voluntary Administrators.

The directors of three Octaviar subsidiaries, Octaviar Financial
Services Pty Ltd, Octaviar Investment Notes Limited and Octaviar
Investment Bonds Limited, also appointed Messrs. Greig and Harwood
as Voluntary Administrators.

The TCR-AP reported on Sept. 17, 2008, that Fortress Credit
Corporation (Australia) II Pty Ltd., one of Octaviar Limited's
major creditors, appointed Stephen James Parbery and Anthony
Milton Sims of PPB as receivers and managers for Octaviar.

Octaviar's the creditors in December 2008 voted for a deed of
company arrangement over two entities in the Octaviar group,
Octaviar Limited and Octaviar Administration Pty Limited.  The
three other companies in the group were subsequently wound up.

The TCR-AP reported on Aug. 4, 2009, that the Supreme Court of
Queensland placed Octaviar Limited into liquidation.  Justice
Philip McMurdo terminated a deed of company arrangement
that has been in place since December, naming company
administrators John Greig and Nick Harwood at Deloitte, as
provisional liquidators.

Administrators and liquidators Greig and Harwood at Deloitte were
replaced by Bentleys Corporate Recovery under court order.


PALMDALE HILLS: Heavy Rains Worry SunCal on Hazards at Oak Project
------------------------------------------------------------------
Examiner.com reports that heavy rains in the Bay area may have
temporarily alleviated the fire risk at SunCal Cos.'s Oak Knoll
project, but they raise new concerns among area residents over the
potential for above-ground hazardous substances to be washed into
Rifle Range Creek.  According to Examiner.com, a group of Oakland
residents formed the Oak Knoll Coalition to "ensure that SunCal's
plans for the site are a good fit with the surrounding community
and that they conduct their project responsibly."  The coalition
posted on its Web site that "nothing in the SunCal material so far
suggests that native ecosystems will be a priority in either the
open space, creek or greenbelt corridors."  The coalition, says
the report, also hoped to forge a partnership between the East Bay
Regional Parks District and SunCal to "turn over ownership of the
designated open space and restored creek corridor to the parks
agency."

                      About SunCal Companies

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.


PARTICLE DRILLING: Exits Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Greg Barr at Houston Business Journal reports that Particle
Drilling Technologies, Inc., has emerged from Chapter 11
bankruptcy with fresh financial backing and a commitment from an
energy industry giant intact.  Particle Drilling, according to
Business Journal, is back in business as a privately held entity,
financed by businessman and investor Edward Heil.  Business
Journal relates that the new holding company is known as PDTI
Holdings LLC, but continues to do business as Particle Drilling.

Based in Houston, Particle Drilling Technologies, Inc., a Nevada
corporation, filed for Chapter 11 on May 30, 2009 (Bankr. S.D.
Tex. Case No. 09-33744).  On June 1, 2009, Particle Drilling
Technologies, Inc., a Delaware Corporation, filed for Chapter 11
(Bankr. S.D. Tex. Case No. 09-33830).  Particle Drilling is a
development stage oilfield service and technology company owning
certain patents and pending patents related to the Particle Impact
Drilling technology.  Edward L. Rothberg, Esq., at Weycer, Kaplan,
Pulaski & Zuber, represents the Debtors as counsel.  Particle
Drilling Tehnologies, Inc., a Nevada corporation, listed between
$1 million and $10 million each in assets and debts.  Particle
Drilling Technologies, Inc., a Delaware corporation, listed less
than $1,000,000 to $10,000,000 each in assets and debts.


PEANUT CORP: Simon & Luke Urges Salmonella Victims to Sue
---------------------------------------------------------
Jane Mundy at LawyersandSettlements.com reports that Ron Simon at
Simon of Simon and Luke, who has been in negotiations on behalf of
his clients since April, is urging people sickened by Peanut
Corporation of America's products that contained Salmonella to
file a lawsuit against the Company.  LawyersandSettlements.com
quoted Mr. Simon as saying, "The court has finally approved our
settlement process.  If you qualify you are entitled to part of
this $12 million without having to file a lawsuit."  According to
the report, Mr. Simon said that it is crucial that victims file
now because the court has set a deadline and anyone who has a
claim must file by October 31.

Peanut Corporation of America -- http://www.peanutcorp.com/--
filed a Chapter 7 bankruptcy in February 2009 (Bankr. W.D. Va. No.
09-60452).  The Company listed both assets and liabilities in the
range of $1 million to $10 million.


PHILADELPHIA NEWSPAPERS: Plan Exclusivity Until December 4
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
further extended the exclusive period of Philadelphia Newspapers
LLC and its debtor-affiliates to file a Chapter 11 plan and
solicit acceptances of that plan on the earliest to occur of:

   * December 4, 2009;

   * failure of the Debtors to file the bid procedures motion,
     obtain a hearing date on request, or complete their case in
     support of motion by Oct. 1, 2009;

   * failure of the Debtors to complete their case in
     support of approval of the disclosure statement by Oct. 28,
     2009;

   * failure of the Debtors to hold an auction related to the sale
     And declare a successful bidder by Nov. 18, 2009; and

   * the Debtors withdraw or make an amendment to or seek
     authority to make an amendment to the Chapter 11 Plan.

This is the third time the Court extended the Debtors' exclusive
plan filing period.

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.


PHOENIX FOOTWEAR: Sees $310,000 Net Profit for October 3 Quarter
----------------------------------------------------------------
Phoenix Footwear Group, Inc., last week reported its preliminary
results of operations for the third quarter of fiscal 2009 --
ended October 3, 2009:

     -- Net profit of $310,000, or $0.04 per share, compared to a
        net loss of $2.1 million for the third quarter of fiscal
        2008.

     -- A loss from continuing operations during the third quarter
        of $1.0 million, or $0.12 per share. Included in this loss
        is $303,000 in amortized financing exit fees, $180,000 of
        payroll related expenses for terminated employees, and
        $115,000 of financial consulting and other fees.  This
        loss compares to a loss from continuing operations of
        $1.3 million for the third quarter of fiscal 2008.

     -- Net sales from continuing operations during the third
        quarter of $5.5 million, down 32% compared to net sales
        from continuing operations of $8.0 million during the
        third quarter of fiscal 2008.

     -- Funded bank debt balance of $2.6 million at the close of
        the third quarter, which is a reduction of $5.4 million
        from the close of the second fiscal quarter of 2009.

Commenting on the quarter, Rusty Hall, CEO, said, "We are pleased
to report a net profit for the quarter and to have begun
rebuilding our capital base and balance sheet.  During the quarter
we closed the divestiture of our belt accessories business that
was operated by our wholly-owned subsidiary, Chambers Belt
Company, reduced bank debt by 68%, improved our gross margin by 22
percentage points from the second quarter of fiscal 2009, and
further reduced SG&A to $2.3 million for the quarter after
eliminating certain nonrecurring items.  While our net sales for
the quarter continued to be impacted by the difficult retail
environment, we believe we have made considerable progress on the
sales front.  Our order backlog for future shipments is 65% above
orders at the same time last year and our products are performing
well at retail.  Given the foundation our team has rebuilt, and
based on this backlog, we expect to begin generating profitable
organic growth beginning with the upcoming quarter."

On July 9, 2009, the Company closed the Chambers' asset sale
transaction with Tandy Brands Accessories, Inc.  The transaction
was completed pursuant to an Amended and Restated Asset Purchase
Agreement dated July 7, 2009.  As part of the purchase price, at
closing, Tandy paid $2.6 million for inventory and $500,000 for
equipment.  In addition to the closing payments, during the 12
months following closing, Tandy is obligated to pay Chambers an
earn-out based on a percentage of Tandy's revenues generated from
the sale of products formerly sold by the Chambers business.  This
earn-out is not capped and provides for $2,000,000 in minimum
aggregate payments.  These payments are to be paid on a monthly
basis, except for an initial $430,000 advance payment that was
made to Chambers at closing.

As of October 3, 2009, the Company had $13.2 million in total
assets against $9.56 million in total liabilities.

On October 9, 2009, the Company received a notice from the NYSE
Amex LLC, indicating that as of its quarter ended July 4, 2009,
the Company failed to meet the continued listing standards of the
NYSE Amex.  Specifically, the letter stated that the Company is
not in compliance with Section 1003(a)(ii) of the NYSE Amex
Company Guide, with stockholders' equity of less than $4,000,000
and losses from continuing operations or net losses in three of
its four most recent fiscal years.  The letter also stated that
the Company must submit a plan to the NYSE Amex by November 9,
2009 addressing how it intends to regain compliance with this
continued listing standards by April 11, 2011.  The plan must be
approved by the NYSE Amex in order for the Company to maintain its
listing.

The Company intends to submit a plan shortly to the NYSE Amex that
responds to this notification.  The policy of the NYSE Amex is to
make a determination within 45 days of a company's submission of a
plan for compliance as to whether the company has made reasonable
demonstration in the plan of an ability to regain compliance with
the continued listing standards within the requisite time frame.
The NYSE Amex may either accept the plan, at which time the
Company will be subject to ongoing monitoring for compliance with
the plan, or not accept the plan and initiate delisting
proceedings.  There can be no assurance that the NYSE Amex will
accept any plan that the Company submits or that, if it does
accept any such plan, the NYSE Amex will not subsequently initiate
delisting proceedings as a result of the NYSE Amex's compliance
monitoring with respect to that plan or otherwise.

                   About Phoenix Footwear Group

Phoenix Footwear Group, Inc. (NYSE Amex: PXG) headquartered in
Carlsbad, California, designs, develops and markets men's and
women's footwear and accessories.  Phoenix Footwear's brands
include Trotters(R), SoftWalk(R) and H.S. Trask(R).  The brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.

As of July 4, 2009, the Company had $20.4 million in total assets
and $17.1 million in total liabilities.


PHOENIX FOOTWEAR: Wells Fargo Loan Amended, Forbearance Extended
----------------------------------------------------------------
Effective October 15, 2009, Phoenix Footwear Group, Inc., and its
subsidiaries together with Wells Fargo Bank, National Association,
entered into a Third Amendment to Forbearance Agreement and Fourth
Amendment to Credit and Security Agreement.  The Fourth Amendment
amends and modifies certain terms of the Credit and Security
Agreement dated June 10, 2008, as amended.

Under the terms of the Fourth Amendment, these changes were made
to the Credit Agreement and Forbearance Agreement:

     -- The borrowing base has been changed by decreasing the
        inventory sublimit to $2.3 million;

     -- The percentage of Eligible Inventory, currently at 46%,
        shall be reduced by 1% each Business Day beginning on
        October 26, 2009, through and including the Forbearance
        Termination Date;

     -- Upon receipt of the October earn-out payment due from
        Tandy Brands, Accessories, Inc., in connection with the
        sales of the Company's wholly-owned subsidiary, Chambers
        Belt Company, such payment shall be applied in this order:

        * First, to the outstanding amounts of the $170,000
          Forbearance Fee due under the First Amendment;

        * Second, to the Deferred Accommodation Fee due under the
          Third Amendment; and

        * Third, to the repayment of the Revolving Note, provided
          that such repayment shall not result in a permanent
          reduction of the maximum availability.

     -- Subsequent earn-out payments by Tandy Brands, Accessories,
        Inc. to Chambers shall be applied to the repayment of the
        Revolving Note and may not be reborrowed unless consented
        to by Wells Fargo; and

     -- The maturity date for the Revolving Note and the
        expiration of the forbearance period has been extended to
        October 23, 2009, with various automatic extensions that
        defer the maturity to November 30, 2009, provided the
        Company adheres to certain conditions.

Under the Fourth Amendment, Wells Fargo agreed, during a
forbearance period, to refrain from exercising any rights and
remedies which it is or may become entitled to as a result of the
existing past financial covenant defaults.  Also, the Fourth
Amendment provides for Wells Fargo to continue making advances
under the line of credit, subject to the conditions of the Credit
Agreement, excluding, however, the Specified Events of Default
(which includes the defaults that have been disclosed to Wells
Fargo to date).  The forbearance period began on July 9, 2009,
and, provided the Company meets certain conditions, ends on
October 23, 2009, with various automatic extensions that the
maturity date to November 30, 2009, subject to earlier termination
at the election of Wells Fargo in the event of an occurrence of
any event of default under the Credit Agreement other than the
Specified Events of Default, and subject to automatic termination
in the event of the occurrence of certain insolvency proceedings
involving Phoenix Footwear or its subsidiaries.

The Fourth Amendment also provides that the continuing forbearance
by Wells Fargo is conditioned upon Phoenix Footwear's continuing
engagement of a financial turnaround consulting firm (which has
occurred) to provide specified financial consulting services and
the repayment in full of all indebtedness owed to Wells Fargo on
or before the maturity date of the Revolving Note.  The Fourth
Amendment requires Phoenix Footwear to pay a $25,000 accommodation
fee on December 1, 2009 unless Phoenix Footwear repays the
indebtedness in full on or before November 30, 2009.

As of October 14, 2009, the Company had $2.8 million outstanding
under the Credit Agreement with remaining availability of
$221,000.  The Company is engaged in discussions with several
different financing sources to provide the Company with proceeds
to repay in full its revolving line of credit debt on or before
November 30, 2009.  There is no assurance, however, that the
Company will be able to obtain such a facility on acceptable terms
and covenants or when and if the Company will be able to repay its
current facility in full.  If the Company is unable to complete a
financing transaction prior to November 30, 2009, the Company
plans to seek a fourth extension of the forbearance period so that
it may complete such a transaction.  There is no assurance that it
will be granted or the terms and conditions thereof.  If such a
request is not granted, Wells Fargo may accelerate the Company's
indebtedness and/or foreclose on its assets.

                   About Phoenix Footwear Group

Phoenix Footwear Group, Inc. (NYSE Amex: PXG) headquartered in
Carlsbad, California, designs, develops and markets men's and
women's footwear and accessories.  Phoenix Footwear's brands
include Trotters(R), SoftWalk(R) and H.S. Trask(R).  The brands
are primarily sold through department stores, specialty retailers,
mass merchants and catalogs.

As of July 4, 2009, the Company had $20.4 million in total assets
and $17.1 million in total liabilities.


PIKE NURSERIES: Court OKs $3MM Settlement with Roark Capital
------------------------------------------------------------
Peralte C. Paul at The Atlanta Journal-Constitution reports that
the Honorable Mary Grace Diehl of the U.S. Bankruptcy Court for
the Northern District of Georgia has approved the $3 million
settlement that Pike Nursery Holding LLC agreed to with Roark
Capital Group, the private equity firm that once owned it, ending
the almost two-year-old case but doesn't affect the Pike Nurseries
chain, whose 16 metro Atlanta stores are owned by Armstrong Garden
Centers.  The court-appointed trustee in the case, Marcus A.
Watson, had reached a mediated settlement with Roark Capital,
avoiding a potentially expensive and lengthy case to see whether
Roark drained Pike Nurseries of capital after it took over the
Company.

Based in Norcross, Georgia, Pike Nursery Holdings LLC operates
plant nurseries in 22 locations at Georgia, North Carolina, and
Alabama.  Due to drought and further water supply restrictions,
the Debtor filed for Chapter 11 protection on Nov. 14, 2007
(Bankr. N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq.,
at Scroggins and Williamson, represents the Debtor in its
restructuring efforts.  The Debtor chose BMC Group as its claims,
noticing, and balloting agent.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  As
reported in the Troubled Company Reporter on Jan. 30, 2008, the
Debtor's summary of schedules show assets of $32,825,851 and debts
of $31,562,277.


PILGRIM'S PRIDE: FWISD Objects to Valorem Tax Terms of Plan
-----------------------------------------------------------
The Fort Worth Independent School District informs the Court that
it disagrees with the Debtors' Plan of Reorganization.

The FWISD is a subdivision of the State of Texas and is
authorized to levy and assess ad valorem taxes on the value of
property located within its taxing jurisdiction as of January 1
of each tax year.

Scot Pierce, Esq., at Bracket & Ellis, A Professional
Corporation, in Fort Worth, Texas, informs the Court that
Pilgrim's Pride Corporation was the legal owner of certain
business personal property located in FWISD's taxing jurisdiction
on January 1, 2008, and January 1, 2009.

On the Debtors' Petition Date, the FWISD filed a proof of claim
for 2008 ad valorem taxes assessed against the Property in the
amount of $678,174.  Those taxes became delinquent on February 1,
2009.  The value underlying those taxes is currently being
litigated at the Tarrant Appraisal District, according to Mr.
Pierce.

Since the Petition Date, a tax lien for 2009 taxes has been
assessed against the Property under state law, Mr. Pierce
relates.

On January 1, 2010, a tax lien for 2010 ad valorem taxes will
attach to the Property.  The FWISD's primary objections to the
Plan concerns FWISD's protection of its prepetition and
postpetition liens.

The FWISD objects to the Plan because:

* it fails to specify that ad valorem taxes incurred post-
   petition are to be paid in the ordinary course of business
   without the need to file an administrative claim.
   Furthermore, Debtors' failure to pay postpetition taxes by
   February 1 should be considered a default under the Plan
   entitling the FWISD to pursue all state court remedies
   without the need for further intervention of the Court.

* it defines a "Disputed Claim" as including any Claim
   "which has been or hereafter is listed by a Debtor on its
   Schedules as unliquidated, disputed or contingent and which
   has not been resolved by written agreement of the parties or
   a Final Order."  A claim should only be classified as a
   "Disputed Claim" if the Debtors file an objection to the
   claim and explain the legal and factual basis for their
   dispute.

* it provides that no distribution or payments will be
   made on any Disputed Claim until it becomes an Allowed Claim.
   In the event the Debtors object to the FWISD's claim, the
   Debtors should make payments on the undisputed portion of
   the claim pending the claim's allowance.

* it specifies that interest will commence "upon the
   later of the (i) Effective Date and the date the Secured Tax
   Claim becomes an Allowed Secured Tax Claim . . ."  The FWISD
   objects to the extent the Plan is intended to provide for
   postpetition interest to accrue from any date other than the
   Petition Date.

* it seeks to deny ad valorem tax creditors statutory
   interest on their claims while any claim is classified as a
   "Disputed Claim."  Sections 506 and 511 of the Bankruptcy
   Code provides that the rate and amount of interest on ad
   valorem tax claims will be determined under applicable non-
   bankruptcy law.  The FWISD is entitled to payment of the full
   amount of its secured claim plus post-petition interest at
   the state statutory rate of 1% per month.

* it purports to terminate the FWISD's liens and claims on
   property before they are paid in full.  The school district's
   claims and liens should not be released until they are paid
   in full.

* it purports to release the Debtor, Reorganized Debtor or any
   party or entity from liability for payment of any unpaid
   postpetition taxes.  The values underlying these postpetition
   taxes are currently being litigated at the Tarrant Appraisal
   District.  Nothing in the Plan should release any liability
   on these taxes until they are paid in full or otherwise
   resolved.  The FWISD also objects to the extent the Plan
   attempts to release any person or entity from any liability
   for the FWISD's taxes who were not Debtors in this matter.

                     JBS-Backed Chapter 11 Plan

Pilgrim's Pride Corporation and six debtor-affiliates filed a
joint plan of reorganization and explanatory disclosure statement
with the U.S. Bankruptcy Court for the Northern District of Texas.

Pilgrim's Pride and JBS S.A. have agreed to a transaction
representing an enterprise value of approximately US$2.8 billion.
The Plan will be financed in part by the sale of 64% of the stock
to JBS for US$800 million, leaving the remaining 36% of the stock,
presumptively worth US$450 million, for existing equity holders.
All creditors will be paid fully either in cash or through
issuance of new debt.

Proceeds from the sale of the new common stock of the reorganized
Pilgrim's Pride to JBS will be used to fund cash distributions to
allowed claims under the plan.  Under the terms of the plan, all
creditors of the Debtors holding allowed claims will be paid in
full.  All existing Pilgrim's Pride common stock will be cancelled
and existing stockholders will receive the same number of new
common stock shares, representing 36% of the reorganized Pilgrim's
Pride in aggregate.  The plan also calls for an exit facility for
senior secured financing in an aggregate principal amount of at
least US$1.65 billion.

The disclosure statement hearing is currently scheduled to take
place on October 20, 2009, at 10:30 a.m. CT before the Bankruptcy
Court.  If the Bankruptcy Court determines that the proposed
disclosure statement provides adequate information to vote on the
plan, then the proposed disclosure statement and plan, along with
the appropriate ballots, will be sent to shareholders to vote on
the plan. Since the proposed plan of reorganization represents a
"100% plan," with creditors being repaid in full, shareholders
represent the only impaired class and will be the only group
entitled to vote on the plan of reorganization.

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

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

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PILGRIM'S PRIDE: Kornitzer No Longer Serving on Creditors Panel
---------------------------------------------------------------
William T. Neary, United States Trustee for Region 7, informs the
Court that Kornitzer Capital Management/Great Plains Trust
Company/Buffalo Funds is no longer serving as member of the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Pilgrim's Pride Corporation and its debtor subsidiaries.

The Creditors' Committee is now composed of:

(1) Ala Trade Foods, LLC
     Attn: Davis Lee
     725 Blount Avenue
     Guntersvile, AL 35976
     Tel No: (256)571-9696
     Fax No: (256)571-9977
     E-mail: pyarcey@alatrade.com

(2) The Bank of New York Mellon Trust
     Attn: J. Chris Matthews
     601 Travis 16th Floor
     Houston, TX 77002
     Tel No: (713)483-6267
     Fax No: (713)483-6979
     E-mail: j.chris.matthews@bnymellon.com

(3) Calamos Advisors LLC
     Attn: John Krasucki
     2020 Calamos Court
     Naperville, Il 60563
     Tel No: (245)-7215
     Fax No: (245)-7522
     E-mail: jkrasucki@calamos.com

(4) HSBC Bank USA, National Association
     Attn: Sandra E. Horwitz
     10 East 40th Street, 14th Floor
     New York, NY 10016-0200
     Tel No: (212)525-1358
     Fax No: (212)525-1366
     E-mail: Sandra.e.horwitz@us.hsbc.com

(5) International Paper Company
     Attn: Ronald Borcky
     4049 Willow Lake Blvd.
     Memphis, TN 38118
     Tel No: (901)419-1295
     Fax No: (901)419-1235
     E-mail: Ronald.borky@ipaper.com

(6) Newly Weds Foods, Inc.
     Attn: Brian Toth
     4140 West Fullerton Avenue
     Chicago, IL 60639
     Tel No: (773)292-7647
     Fax No: (773)292-2423
     E-mail: mlopez@newlywedsfoods.com

(7) Oaktree Capital Management
     Attn: Frances Nelson
     333 S. Grand Avenue
     28th Floor
     Los Angeles, CA 90071
     Tel No: (213)830-6467
     Fax No: (213)830-8567
     E-mail: fnelson@oaktreecapital.com

(8) Pension Benefit Guarantee Corp.
     Attn: Marc Pfeuffer
     1200 K Street NW
     Washington, DC 20009
     Tel No: (202)326-4020
     Fax No: (202)326_4112
     E-mail: Pfeuffer.marc@pbgc.gov

(9) United Food & Commercial Workers International Union
     Attn: Mark D. Lauritesen
     1775 K Street, NW
     Washington, DC 20006-1598
     Tel No: (202)223-3111
     Fax no: (202)721-8009
     E-mail: mlauritsen@utcw.org

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PILGRIM'S PRIDE: Parties File Disclosure Statement Objections
-------------------------------------------------------------
Various parties have filed objections to the disclosure statement
explaining the proposed Chapter 11 plan of Pilgrim's Pride Corp.

(a) Creditors Committee

The Official Committee of Unsecured Creditors asks Judge D.
Michael Lynn of the United States Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, not to approve
the Disclosure Statement explaining the Debtors' Joint Plan of
Reorganization.

The Creditors' Committee asserts that the Disclosure Statement
should not be approved at this time because the Plan does not --
as the Disclosure Statement contends -- render Class 6 and Class
7 claims "unimpaired."  Rather, Jason S. Brookner, Esq., at
Andrews Kurth LLP, in Dallas, Texas, argues that Class 6 and
Class 7 are, in fact, impaired because the Plan does not provide
for full payment of postpetition interest to the holders of
Claims to those Classes.

The Creditors' Committee further asserts that the Plan must be
modified to include provisions allowing the Court to determine
the amount of postpetition interest that would render the holders
of Claims in Class 6 and Class 7 unimpaired.

(b) Black Horse Capital

Black Horse Capital Management LLC and its affiliate entities are
holders of 8-3/8% Senior Subordinated Notes of Pilgrim's Pride
Corporation.

Black Horse requests the Court to deny approval of the Debtors'
Disclosure Statement because of the Debtors' entry into the Stock
Purchase Agreement with JBS Holdings, Inc., the proposed
Mandatory Exchange Transaction, and the proposed Exit Facility.

According to Catherine L. Steege, Esq., at Jenner & Block LLP, in
Chicago, Illinois, the Debtors' Plan is in effect a disguised
take-over, with the Plan Sponsor acquiring the Debtor in exchange
for cash, assumption of debt, and stock.  Although this
transaction is being accomplished in two-steps, with the
Mandatory Exchange Transaction occurring post-confirmation,
the Plan Sponsor will end up owning all of the common stock of
PPC without having its proposed transaction tested by the Section
363 sale process, without a fairness opinion rendered, without
the Plan Sponsor paying a take-over premium, and with the Chief
Executive Officer enjoying all of the payments due for a Plan
that does not sell a majority of the Debtors' assets

Black Horse objects to the Debtors' Disclosure Statement because
it fails to provide "adequate information" that a reasonable
shareholder would consider to be important in deciding how to
vote on the Debtors' Plan, like (i) the proposed Transactions
with the Plan Sponsor which amount to a take-over of the Debtor,
(ii) the risks of the Mandatory Exchange Transaction to equity
holders, (iii) the terms of the Chief Executive Officer's
Employment Agreement which provides that he will receive certain
cash and stock upon confirmation of a "Plan of Reorganization"
but only if the Plan "does not provide for
a sale of a majority of the Company's and its subsidiaries'
assets," and (iv) additional details regarding the broad third-
party releases provided for in the proposed Plan.

(c) Growers

More than 200 growers from Arkansas, Georgia, North Carolina and
Alabama, represented by Teresa Wineland, Esq., at Williams and
Anderson PLC, in Little Rock, Arkansas, assert that the
Disclosure Statement should not be approved because it does not
provide adequate information from which the Growers can determine
whether sufficient funds will be available to pay all allowed
claims as the Plan provides, including the Growers' claims, which
the Growers estimate to be $127 million.

The Debtors should be required to specify both the amount of
claims filed by creditors and the amount of claims recognized by
the Debtors, Ms. Wineland tells the Court.  Without this
information, it is impossible to adequately determine whether
either fund is sufficient to pay the claims proposed to be paid
from it, including the claims of Growers, Ms. Wineland argues.

(c) Retirement Plan Members

David Simmons, Carla Simmons, Patty L. Funkhouser and Dickie
Funkhouser, individually and as representatives of a class of
participants or beneficiaries of the Pilgrim's Pride Retirement
Savings Plan -- the 401(k) Plan -- tell the Court that
approximately 27,000 of the Debtors' current and former employees
and their beneficiaries are holders of tens of millions of
dollars in claims resulting from the failure of the Debtors to
comply with the Employee Retirement Income Security Act of 1974,
as amended, through (i) illegal amendments to the 401(k) Plan
Document to lower the Debtors' employer contributions, and (ii)
the offering of imprudent investment fund in the 401(k) Plan.

According to Daniel D. Doyle, Esq., at Spencer Fane Britt &
Browne LLP in St. Louis, Missouri, the Debtors' Disclosure
Statement, being virtually silent on the treatment of ERISA
Claims, which are indemnified by the Debtors pursuant to the
401(k) Plan, cannot be approved because it describes a plan of
reorganization that is so fatally flawed that confirmation is
impossible.

In a separate filing, Kenneth Patterson and Denise M. Smalls,
Plaintiffs in the consolidated ERISA class action filed with the
United States District Court for the Eastern District of Texas,
on behalf of all participants in two retirement plans sponsored
by Pilgrim's Pride whose accounts were invested in Pilgrim's
Pride stock, the Pilgrim's Pride Retirement Savings Plan and the
To-Ricos, Inc. Employees Savings and Retirement Plan, object to
the Debtors' proposed Plan to the extent that the Plan could be
read to release any of the claims that have been asserted in the
ERISA Action, including the claims against the non-Debtor
defendants in that action.

The ERISA Action does not name the Debtors as defendants but does
name certain Pilgrim's Pride officers, directors and employees as
defendants because they serve as fiduciaries of the retirement
plans at the issue of the ERISA Action.

(c) BNY & Halcyon

In separate filings, the Bank of New York Mellon, Indenture
Trustee for the 8-3/8% Senior Subordinated Notes Due May 1, 2017
and the 9-1/4% Senior Subordinated Notes Due November 15, 2013,
and Halcyon Distressed Master Fund L.P. and Halcyon Master Fund
L.P. submitted similar contentions for their belief that the
Debtors' Disclosure Statement lacks sufficient information
specifically on these issues, hence it should be denied:

* The Plan, which seeks to distribute approximately
   $450 million in interests in the reorganized Debtors to
   prepetition interest holders without satisfying in full the
   Debtors' contractual obligations to pay overdue interest to
   the holders of allowed Class 6(a), 6(b) and 6(c) Claims, does
   not meet the "fair and equitable" requirements of the
   Bankruptcy Code.

* The Plan fails to provide sufficient disclosure with respect
   to the rights of holders of Class 6(a) and 6(b) Claims to
   enforce prepetition subordination agreements.

* The Disclosure Statement does not advise parties-in-interest
   that the Plan may not be confirmable as a matter of law.

* The Disclosure Statement and the Plan improperly classifies
   Class 6(a), 6(b) and 6(c) Claims as unimpaired, and not
   entitled to vote.  This issue, if not resolved prior to the
   Plan solicitation, may require the Debtors to re-solicit the
   Plan, resulting in a waste of valuable judicial time and
   resources estate assets.

(d) U.S. Debt Recovery

The United States Debt Recovery III LP, as successor in interest
to Gabriel Acuna, a creditor and a party-in-interest in the
Debtors' Chapter 11 cases, is not in favor of the Debtors'
Disclosure Statement and asks the Court to deny its approval,
contending that the Disclosure Statement improperly classified
USDR's Debt Claim as unimpaired.

William A. (Trey) Wood, III, Esq., at Bracewell & Guillani LLP,
in Houston, Texas, relates that prior to the Petition Date, the
United States District Court for the Eastern District of Texas
entered a $385,251 final judgment in favor of Mr. Acuna against
Pilgrim's Pride Corporation, plus a post-judgment interest
entitlement of five percent from August 20, 2008.

On February 24, 2009, Mr. Acuna filed a proof of claim against
the Debtor in the amount of $385,251.  On August 6, 2009, USDR
purchased Mr. Acuna's Claim.

On September 17, 2009, the Debtor filed its disclosure statement
which provides that general unsecured claims against Pilgrim's
Pride Corporation are "unimpaired by the Plan".  The Disclosure
Statement also provides that allowed general unsecured claims
will receive "post-petition interest at the federal judgment rate
as of the date of entry of the Confirmation Order...."

Pursuant to Section 1124 of the Bankruptcy Code, "a class of
claims or interests is impaired under a plan unless, with respect
to each claim or interest of that class, the plan leaves
unaltered the legal, equitable, and contractual rights to which
the claim or interest entitles the holder of the claim or
interest," Mr. Wood contends.  USDR's Claim is impaired because
the Debtor is proposing to alter the legal or equitable rights to
which the Claim entitles USDR, he asserts.

Pursuant to the Disclosure Statement, USDR would be receiving
less than 5% interest on its Claim because the current federal
judgment rate is less than 1%.

Notwithstanding the Debtors' proposal to substantially lower the
5% interest rate to which USDR is legally entitled, the Debtors
have classified USDR's Claim  as unimpaired by the Plan.  In view
of these, the Debtors' Disclosure Statement should not be
approved.  USDR's Claim should either receive 5% interest or be
classified as impaired, thus giving USDR the right to vote on the
Plan, Mr. Wood maintains.

(e) HSBC Bank USA

HSBC Bank USA, National Association, as successor trustee for the
Debtors 7-5/8 Senior Notes due 2015 in the aggregate amount of
$400,000,000 complains that the Debtors' Disclosure Statement (i)
misrepresents the amounts which the holders of the Senior Notes
are entitled to recover, which include interest at the default
rates specified in the Senior Notes on all unpaid principal and
interest; and (ii)incorrectly states that the holders of the
Senior Notes are "unimpaired" and not entitled to vote on the
Plan, when in fact, they are impaired and entitled to vote under
Section 1126 of the Bankruptcy Code.

Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in Dallas, Texas, asserts that the Debtors Disclosure Statement
misstates the payments to which the holders of the Senior Notes
will be entitled, misstates that they are entitled to interest
only at the non-default rate, and improperly states that the
holders of the Senior Notes are unimpaired and not entitled to
vote on the Plan.  Additionally, the Disclosure Statement and the
Plan should expressly state, that the Plan does not affect the
subordination provisions of the indentures governing the notes
junior to the Senior Notes.

In light of these objections, HSBC proposes to the Court that the
Disclosure Statement should be amended and the Plan should
provide that the (i) Senior Noteholders are entitled to interest
on the outstanding principal amount of the Senior Notes from the
Petition Date to the Date of the payment at the contract rate of
7-5/8% plus 2% per annum, properly compounded; (ii) the Senior
Noteholders are entitled to interest on the unpaid installments
of interest that were due on November 3, 2008, and May 1, 2009,
and the dates the installments become due to the date of payment
at the contract rate of 7-5/8% plus 2% per annum, properly
compounded, Ms. Schultz states.

(e) The Brodeur Claimants

The more than 400 grower-claimants of the Debtors represented by
Mark C. Brodeur, Esq., at Brodeur Law Firm in Dallas, Texas, and
headed by Sheila and James Adams assert that the Debtors'
Disclosure Statement in its current form should be denied, as it
is "inaccurate and misleading."  Further, the Claimants request
the Court to require the Debtors to revise their Disclosure
Statement in accordance with the Claimants' objections, a full-
text copy of which is available for free at:

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

                  JBS-Backed Chapter 11 Plan

Pilgrim's Pride Corporation and six debtor-affiliates filed a
joint plan of reorganization and explanatory disclosure statement
with the U.S. Bankruptcy Court for the Northern District of Texas.

Pilgrim's Pride and JBS SA have agreed to a transaction
representing an enterprise value of approximately US$2.8 billion.
The Plan will be financed in part by the sale of 64% of the stock
to JBS for US$800 million, leaving the remaining 36% of the stock,
presumptively worth US$450 million, for existing equity holders.
All creditors will be paid fully either in cash or through
issuance of new debt.

Proceeds from the sale of the new common stock of the reorganized
Pilgrim's Pride to JBS will be used to fund cash distributions to
allowed claims under the plan.  Under the terms of the plan, all
creditors of the Debtors holding allowed claims will be paid in
full.  All existing Pilgrim's Pride common stock will be cancelled
and existing stockholders will receive the same number of new
common stock shares, representing 36% of the reorganized Pilgrim's
Pride in aggregate.  The plan also calls for an exit facility for
senior secured financing in an aggregate principal amount of at
least US$1.65 billion.

The disclosure statement hearing is currently scheduled to take
place on October 20, 2009, at 10:30 a.m. CT before the Bankruptcy
Court.  If the Bankruptcy Court determines that the proposed
disclosure statement provides adequate information to vote on the
plan, then the proposed disclosure statement and plan, along with
the appropriate ballots, will be sent to shareholders to vote on
the plan. Since the proposed plan of reorganization represents a
"100% plan," with creditors being repaid in full, shareholders
represent the only impaired class and will be the only group
entitled to vote on the plan of reorganization.

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

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

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PREBUL AUTO: Civil Disputes Won't Be Transferred to State Court
---------------------------------------------------------------
Monica Mercer at Chattanooga Times Free Press reports that the
U.S. Bankruptcy Court has denied former Chattanooga car dealership
owner Jospeh Prebul's request to bring a case that involves a
dispute with his brother-in-law Danny Bensusan back to state
court.  Chattanooga Times relates that the soured relationship
between Messrs. Prebul and Bensusan has led to the Prebul
dealerships buckling under bankruptcy as well as criminal charges
against Mr. Prebul in the U.S. District Court.  According to
Chattanooga Times, Mr. Prebul is accused of bilking Mr. Bensusan
out of at least $6.8 million by solicited his money under false
pretenses.  The case is set to go to trial on November 16, says
the report.

Prebul Automotive Group is based in Chattanooga.  It is owned by
car dealer Joe Prebul.

As reported by the Troubled Company Reporter on March 19, 2009,
Prebul Auto Group filed for Chapter 7 bankruptcy protection.


PRIMARY ENERGY: S&P Assigns 'BB+' Rating on $105 Mil. Senior Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a
preliminary 'BB+' rating to Primary Energy Operations LLC's
$105 million senior secured term loan of a five-year maturity.
The company will use the proposed debt issuance to refinance an
existing term loan of $131 million (unrated) that comes due
February 2010.  The proceeds will also fund a six-month debt
service reserve and cover transaction expenses with the sale.

The transaction takes place following the successful completion of
a debt-for-equity swap replacing $80.5 million of 11.75%
subordinated notes at public Canadian Primary Energy Recycling
Corp. with common equity, as well as an equity rights offering of
$50 million.  Concurrently with the refinancing, the debt in the
structure will include the $105 million at Primary Energy.  S&P
will finalize the rating following the financial close of the
transaction and a successful review of the executed transaction
documents.  The recovery rating on the term loan is '4',
indicating expectations of modest recovery (30%-50%) in a payment
default scenario.

The stable outlook reflects Standard & Poor's view that the
portfolio's capital structure is sufficient to bear modest risks
of the relevant steel facilities, without significantly deviating
from S&P's de-levering expectations via the 100% cash flow sweep.
If these facilities become uneconomic or the parent companies'
credit further deteriorates, S&P would likely consider a ratings
downgrade.  Similarly, any operating or earnings scenario that
results in less than $25 million-$35 million per year of
amortization would increase refinancing risk in S&P's view, and
warrant downgrade consideration.  If the first-lien repayment
occurs faster than S&P expected ($40 million-$50 million per year)
for any reason, S&P would consider an upgrade.


PROLIANCE INT'L: Wants Sole Rights for Plan Filing Until January
----------------------------------------------------------------
Proliance International Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive periods to:

   * file a Chapter 11 plan until Jan. 31, 2010; and

   * solicit acceptances of that plan until March 31, 2010.

According to the motion, the extension of time will provide the
Debtors and their professionals with the time needed to continue
working with their constituents and complete the tasks necessary
to develop, file and seek confirmation of a Chapter 11 plan.

The Debtors remind the Court that their current exclusive plan
filing deadline is Oct. 30, 2009, three days before their
administrative bar date.

A hearing is set for Oct. 27, 2009, at 2:00 p.m., to consider the
Debtors' request for extension.  Objections, if any, are due Oct.
20, 2009.

Based in New Haven, Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq., and Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger PA, represent the Debtors in their restructuring efforts.
The Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.

The sale of Proliance's North American assets to Centrum Equities
XV, LLC, was consummated under the provisions of Section 363 of
the Bankruptcy Code on August 14, 2009.


READER'S DIGEST: Proposes Bertelsmann Outsourcing Pacts
-------------------------------------------------------
The Reader's Digest Association Inc. and its units ask the Court
to approve and seek authority to enter into certain product and
merchandise outsourcing agreements with certain subsidiaries of
Bertelsmann AG.

Consistent with their practice and as part of the initiatives
associated with the Debtors' long-term strategic business plan,
the Debtors began negotiating the terms of the Outsourcing
Agreements with Bertelsmann prior to the Petition Date, James H.M.
Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New York,
relates.  Bertelsmann, according to Mr. Sprayregen, is a leading
business outsourcing services provider.

The Outsourcing Agreements covers the procurement and production
of (i) book product and media product, and (ii) certain
merchandise and premiums, with the exception of food, food
supplements and vitamins.

The salient terms of the Book and Media Outsourcing Agreement are:

  (a) The term of the Book and Media Outsourcing Agreement will
      be five years;

  (b) An affiliate of Avarto, Printmanagement GMBH, will provide
      procurement and production services for the Debtors' book
      products and media products.

  (c) The Book and Media Outsourcing Agreement includes these
      pricing schedule and terms:

      * Years 1 to 3: Flat prices based on Reader's Digest's
        2008 price grids, except for paper and polycarbonate
        rate fluctuation adjustments, every six months;

      * Years 4 to 5: Price grids adjusted to reflect consumer
        price index fluctuations with a cap on products with the
        same specifications;

      * Payment Terms: Net 30 days;

      * For unique conventional book products and unique
        children's products, specific pricing markups apply; and

      * Reasonable currency fluctuation protections built into
        the agreement;

  (d) The Book and Media Outsourcing Agreement contemplates that
      Printmanagement GMBH will provide exclusive procurement
      and production services for the Debtors' book products and
      music and video products.  In addition, price adjustment
      triggers are set if the Debtors' volume increases or
      decreases significantly; and

  (e) The Debtors and Printmanagement GMBH, from the third
      anniversary of the effective date, have a mutual right to
      terminate for convenience upon providing 90 days notice,
      subject to a $3.5 million termination fee.

The salient terms of the Merchandise and Premiums Outsourcing
Agreement are:

  (a) The term of the Merchandise and Premiums Outsourcing
      Agreement will be four years with up to three one-year
      extensions if the parties agree on a year-by-year basis;

  (b) An affiliate of Bertelsmann, Direct Sourcing Germany GMBH,
      will provide procurement and production services for
      certain of the Debtors' merchandise and premiums.  Local
      country procurement for Brazil, Russia and Asia Pacific
      are excluded from this agreement;

  (c) The Merchandise and Premiums Outsourcing Agreement
      includes these pricing schedule and terms:

      * Pricing Structure Asia.  Cost plus an average 19%
        markup; and

      * Pricing Structure Local.  Cost plus a commission of 50%
        savings of the product price, maximum 5%;

  (d) Payment Terms.  Net 30 days FOB as soon as Reader's
      Digest's receivables are insurable.  Until insurable, 50%
      of fees will be invoiced 30 days before ship date;

  (e) The Merchandise and Premiums Outsourcing Agreement
      contemplates that Direct Sourcing Germany GMBH will
      provide exclusive procurement and production services for
      certain of the Debtors' merchandise and premiums.  In
      addition, price adjustment triggers are set if the
      Debtors' volume increases or decreases significantly; and

  (f) The Debtors and Direct Sourcing Germany GMBH have a mutual
      right to terminate for convenience upon providing 90 days
      notice.  As part of a termination fee, Reader's Digest
      would need to cover the set up fee plus all severance
      costs for Direct Sourcing Germany GMBH's employees that
      are dedicated to the Reader's Digest account at a minimum
      of 50% of their time.

As a result of entering into the Agreements, the Debtors expect to
generate significant cost savings, which are part of their
targeted initiatives for achieving results under their revised
strategic business plan, Mr. Sprayregen says.  Specifically, the
Debtors estimate entry into the Agreements will result in annual
average savings of approximately $5 million, net of transition
costs, with the possibility for incremental savings through
gainshare opportunities.

Reduced expenses include eliminate of staff costs for
approximately 50 employees, who will transfer to Bertelsmann under
the Agreements, Mr. Sprayregen discloses.  He asserts that entry
into the Agreements will also provide the Debtors with a global
strategic procurement and production platform that will improve
the quality and efficiency of the Debtors' business operations.
He adds that the Agreements will provide the Debtors with price
protection by combining the Debtors' production volumes with
Bertelsmann's production volumes.

The Debtors also sought and obtained an expedited hearing on the
request.  Accordingly, the Court will commence a hearing on
October 26, 2009, to consider the request.  The deadline for
filing objections is also extended through the hearing date.

               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: Proposes to Reject 2 Executory Contracts
---------------------------------------------------------
The Reader's Digest Association Inc. and its units are party to
numerous contracts entered into in the ordinary course of their
business operations before the Petition Date.  In connection with
their ongoing restructuring efforts, and in anticipation of the
commencement of their Chapter 11 cases, the Debtors began
reviewing and analyzing all of their contractual obligations to
identify executory contracts and unexpired leases that are
burdensome to their bankruptcy estates and may be rejected
pursuant to Section 365 of the Bankruptcy Code.

After carefully evaluating the terms of their executory contracts
and reviewing other factors relevant to each parties' relationship
with the Debtors, the Debtors determined that rejecting these two
executory contracts is in the best interests of their estates:

  (1) the Recovery Services Agreement, dated April 2, 1996, as
      amended between SunGuard Availability Services LP and
      Debtor CompassLearning, Inc.; and

  (2) Master Subscription Agreement, dated May 29, 2007, between
      ChannelAdvisor Corp. and Debtor Direct Holdings Americas,
      Inc.  The agreement includes Module Subscription Order:
      SearchAdvisor, dated May 29, 2007, and Module Subscription
      Order: ShoppingAdvisor, dated June 20, 2008.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, relates that under the SunGuard Services Agreement, SunGuard
agreed to provide the Debtors with emergency, on-call backup
computing systems available if an unplanned or unforeseen event
rendered certain of the Debtors' computing systems unavailable,
while the ChannelAdvisor Agreement is for a web-based application
service called "SearchAdvisor."

The Debtors no longer need the services under the Executory
Contracts.  They have determined that rejecting the SunGuard
Services Agreement will result in savings of approximately
$222,000 in administrative expenses over the remaining term of the
agreement, while rejecting ChannelAdvisor Agreement will result in
savings of $15,750.

Accordingly, the Debtors seek the Court's authority, pursuant to
Section 365(a) of the Bankruptcy Code, to reject the Executory
Contracts.

A hearing will be held on October 26, 2009, to consider the
request.  Objections are due October 21.

               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 Sell Assets Under $500,000 in Ordinary Course
-----------------------------------------------------------------
The Reader's Digest Association Inc. and its units maintain an
array of assets, including a significant amount of personal and
intangible property and other property interests like intellectual
property.  Before the commencement of their Chapter 11 cases, the
Debtors routinely and in the ordinary course of business sold or,
where necessary, otherwise disposed of non-core assets that were
unnecessary to, or could not be used profitably in, their
operations, or from which they could realize an immediate return.

The Debtors believe that the prudent course, after identifying
that an asset is either obsolete, worn-out, or no longer material
to the Debtors' business, or could generate the greatest return
through a sale, generally is to market the asset for sale.  By
doing so, the Debtors recognize several benefits, including
streamlining their operations by eliminating the cost of
maintaining property not essential to their business, making room
for the purchase of other assets, and improving liquidity by
realizing sale proceeds.

Accordingly, during the course of the Chapter 11 cases, the
Debtors anticipate that they will continue to sell non-core assets
where appropriate.  In some cases, asset sales of this type would
constitute transactions outside the Debtors' ordinary course of
business that typically would require individual Court approval
pursuant to Section 363(b)(1) of the Bankruptcy Code, relates
James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York.

To streamline the sale process and avoid unnecessarily burdening
the Court and the parties-in-interest with numerous motions that
will seek similar relief on similar grounds, the Debtors seek
approval of a streamlined procedure to effectuate, from time to
time, sales, or transfers of surplus, of certain enumerated
categories of assets.  Mr. Sprayregen notes that all other sale
transactions outside the ordinary course of the Debtors'
businesses, including non-core asset sales for consideration in
excess of $500,000, would remain subject to Court approval on an
individual basis pursuant to Section 363(b)(1), and in all cases
subject to the Debtors' debtor-in-possession financing.

By this motion, the Debtors ask the Court to approve proposed de
minimis asset sale procedures to allow them to take advantage of
sale opportunities, streamline their operations and efficiently
divest themselves of certain non-core assets of relatively small
value by using a modified process to allow expeditious and cost-
effective review by interested parties in lieu of individual Court
approval of certain sales.  Absent expedited approval of those
sales, the Debtors may lose the opportunity to close on particular
deals, Mr. Sprayregen tells the Court.

                 De Minimis Asset Sale Procedures

The De Minimis Asset Sale Procedures would be applicable to and
cover only non-core asset sales for which the total consideration
is $500,000 or less, as measured by the amount of cash and other
consideration to be received by the Debtors on account of the
assets to be sold, including any assumption of liabilities or
payment by the buyer of aggregate cure costs in connection with
the assumption and assignment of any related executory contracts
and unexpired leases.

Under the De Minimis Asset Sale Procedures, the Debtors will be
permitted to sell assets that are encumbered by liens,
encumbrances or other interests only if the holders of those liens
and interests consent to the sale, either expressly or by implied
consent under the Debtors' DIP Financing credit agreement, after
notice and an opportunity for hearing.  Similarly, the Debtors
would be permitted to sell assets co-owned by a Debtor and a third
party only upon the express or implied consent of the co-owner.

Additionally, in certain circumstances where maintaining the asset
is more expensive than not doing so and it appears after
reasonable investigation that it is not possible to sell the asset
for more than the likely expenses of the sale, the Debtors believe
that the prudent course would be to abandon or donate the asset.
The Debtors propose that the proposed abandonment and donations
also be covered by the De Minimis Asset Sale Procedures.

After a Debtor enters into a contract or contracts contemplating a
Covered Sale for which total consideration is equal to or less
than $500,000, the Debtors will serve a notice of the Proposed
Sale to the Debtors' notice parties, which include the Office of
the U.S. Trustee and the DIP Lenders.  Each Sale Notice includes
information with respect to the Proposed Sale, like the
description of the assets to be sold and the identity of the non-
debtor party or parties to the Proposed Sale.

The Debtors propose that Interested Parties have through 5:00 p.m.
prevailing Eastern Time on the 10th calendar day after the date of
service of the Sale Notice to object to the Proposed Sale.

If no objections are properly asserted before the expiration of
the Notice Period, the applicable Debtor or Debtors would be
authorized, without further notice and Court approval to
consummate the Proposed Sale.

The Debtors also propose that, for each Covered Sale consummated
pursuant to the proposed procedures, buyers will take title to the
assets free and clear of liens, claims, encumbrances and other
interests.  All the Liens, will, at the Debtors' discretion and
consistent with the terms of their DIP Financing, be satisfied out
of the proceeds of the sale or attach to the proceeds of the sale
to the same priority, validity and extent as the Liens attached to
the assets prior to the sale.

The Debtors will also be permitted to compensate any broker they
engaged in connection with any Covered Sale.  No broker will be
required to file a retention application under Section 327 of the
Bankruptcy Code.

               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)


REFCO INC: RCM Trustee Gets Nod to Abandon Chase Securities
-----------------------------------------------------------
Refco Capital Markets, Ltd., a debtor-affiliate in these Chapter
11 cases, holds assets consisting principally of securities held
in various custody accounts.  Pursuant to the Court-approved
Securities Sale Orders, Marc S. Kirschner, as RCM Plan
Administrator, was authorized and directed to liquidate the RCM
assets.

Mr. Kirschner has determined that certain unsold securities are
of inconsequential value and of no benefit to RCM or its
creditors and should therefore be abandoned.

Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has authorized Mr. Kirschner to
abandon its Unsold Securities held at a custody account with Chase
London effective as of October 13, 2009.

The Court specifically authorized Chase to transfer or dispose of
all of these Unsold Securities in a manner consistent with
Chase's policies:

   Security Name                      Type        Number
   -------------                      ----     ----------
   North Borneo Corp MYR 1 Equity     Equity        1,000
   Prolexus Berhard MYR 1             Equity        2,500
   Repco Holdings Berhard MYR 1       Equity    1,858,000
   Middle Egypt Flour Mills           Equity          100
   Alpargatas SAIC                    Bond            221
   Media Plus Public Co.              Equity      800,000
   Media Plus Public Co.              Equity      500,000
   Thai Press & Print Ltd             Equity    7,000,000

As previously reported, pursuant to the Court-approved Securities
Sale Orders, Marc S. Kirschner, as RCM Plan Administrator, was
authorized and directed to liquidate the RCM assets.  Mr.
Kirschner has determined that the Unsold Securities are
of inconsequential value and of no benefit to RCM or its
creditors and should therefore be abandoned.

The Court previously permitted the transfer of all Unsold
Securities held in a separate custody account at Merrill Lynch.

The Court held that neither RCM and the RCM estate nor Chase and
its affiliates will have any liability for fees, costs or other
amounts owing with respect to any Custody Accounts or the Unsold
Securities, in each case accruing from and after, or accrued but
unpaid, as of October 13, 2009.

Pursuant to Sections 105 and 554(a) of the Bankruptcy Code, cash
deposits, if any, held in any Custody Account at Chase will be
returned to the RCM estate on or before November 2, 2009, Judge
Drain ruled.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Refco Inc Post-Confirmation 3rd Quarter Report
---------------------------------------------------------
Refco, Inc., and its affiliates, including Refco Capital Markets,
Ltd., delivered to the U.S. Bankruptcy Court for the Southern
District of New York a copy of their post-confirmation
quarterly report for the period from July 1 to September 30,
2009.

According to Valerie E. DePiro, chief financial officer of Refco
Inc. and Refco Capital Markets, Ltd., a cash balance of
$76,737,000 at the beginning of June 2009 increased to
$77,514,000 at the end of the reporting period.  The Reorganized
Debtors received $380,000 in total cash and disbursed $8,698,000
for the third quarter of 2009.

      Unaudited Schedule of Cash Receipts and Disbursements
                        (in thousands)

                       Beginning                     Disbuse- Ending
  Debtor               Balance   Receipts  Company   ments    Balance
  -----                -------   --------  -------   -----    -------
Refco Capital Markets  $24,303       $127        -  ($7,227) $17,203
Refco Capital LLC       45,577        251        -     (677)  45,151
Refco F/X Assoc.         6,718          2        -      (12)   6,708
Refco Group Ltd.             -          -        -        -        -
Refco Regulated              -          -        -        -        -
Refco Inc.                 916          -        -     (782)     134
Westminster-Refco            -          -        -        -        -
                      -------   --------  ------- -  -------  -------
       Totals         $77,514       $380       $0   ($8,698) $69,196

The Reorganized Debtors served as paying agent for certain non-
Debtors and Refco LLC.  The $127 million in receipts for RCM
includes proceeds miscellaneous asset recoveries and interest
income.  The $251,000 in receipts for Refco Capital LLC consists
of recoveries of miscellaneous assets, including tax refunds, and
interest income. The $2,000 in receipts for Refco F/X Associates,
LLC represents interest income, according to Ms. DePiro.

Ms. DePiro disclosed that during the third quarter, the
Contributing Debtors did not make an interim distribution of the
RCM Cash Distribution.  The September 30, 2009 cash balance also
included the 502(h) Special Reserve of $3.0 million and the
Disputed Claim Reserve of approximately $6.9 million.

          Schedule of Cash Distributions to Creditors
                        (In Thousands)

                                       Quarter Ended    Emergence
                                      Sept. 30, 2009      to Date
                                      --------------    ---------
Administrative and Operating Expenses           $791      $95,081

TREATMENT OF CONTRIBUTING DEBTORS'
CREDITORS AND INTEREST HOLDERS
Priority Tax Claims                                -        1,613
Class 1 - Non Tax Priority Claims                  -            -
Class 2 - Other Secured Claims                     -            -
Class 3 - Secured Lender Claims                    -      703,967
Class 4 - Senior Subordinated Note Claims          -      335,985
Class 5(a) - Contributing Debtors
General Unsecured Claims                        722      142,377
Class 5(b) - Related Claims                        -            -
Class 6 - RCM Intercompany Claims                  -            -
Class 7 - Subordinated Claims                      -            -
Class 8 - Old Equity Interests                     -            -

TREATMENT OF FXA CREDITORS
Priority Tax Claims                                -           90
Class 1 - FXA Non-Tax Priority Claims              -            -
Class 2 - FXA Other Secured Claims                 -            -
Class 3 - FXA Secured Lender Claims                -            -
Class 4 - FXA Sr. Subordinated Note Claims         -            -
Class 5(a) - FXA General Unsecured Claims          -       19,453
Class 5(b) - Related Claims                        -            -
Class 6 - FXA Convenience Claims                   -        4,827
Class 7 - FXA Subordinated Claims                  -            -

TREATMENT OF RCM CREDITORS
Priority Tax Claims                                -            -
Class 1 - RCM Non-Tax Priority Claims              -            -
Class 2 - RCM Other Secured Claims                 -            -
Class 3 - RCM FX/Unsecured Claims              5,310      427,186
Class 4 - RCM Securities Customer Claims       1,571    2,630,133
Class 5 - RCM Leuthold Metals Claims               -       19,364
Class 6 - Related Claims                           -            -
Class 7 - RCM Subordinated Claims                  -            -

From July 1 to September 30, 2009, the Reorganized Debtors made
no payments relating to federal and local taxes.  Tax claims
and notices were received by the Reorganized Debtors from the IRS
and State taxing authorities in the aggregate amount of
approximately $20 million.  All of the original 47 claims filed
have been expunged or resolved.  Allowed claims total
approximately $1.6 million, according to Ms. DePiro.

All insurance policies are fully paid for the current period,
including amounts owed for workers' compensation and disability
insurance, Ms. DePiro added.

A full-text copy of the Reorganized Debtors' Post-Confirmation
Quarterly Report for the Third Quarter 2009 is available at no
charge at http://bankrupt.com/misc/Refco3rdQ2009PostCon.pdf

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REFCO INC: Refco LLC 7 Trustee Says Fee Application Premature
-------------------------------------------------------------
Pursuant to Section 704(a)(1) and 105(a) of the Bankruptcy Code
and Rules 1001 and 3009 of the Federal Rules of Bankruptcy
Procedure, the plan administrators of Reorganized Refco Inc. and
certain of its direct and indirect subsidiaries and Reorganized
Refco Capital Markets, Ltd., ask the Court to compel Albert Togut,
in his capacity as the Chapter 7 trustee of Refco LLC, to file a
fee application.

On behalf of the Plan Administrators, Sabin Willett, Esq., at
Bingham McCutchen LLP, in New York, relates that Refco, LLC's
four-year-old Chapter 11 case was "straightforward," with the
estate being composed mainly of cash proceeds of a sale agreed
when the Chapter 7 Trustee was appointed.  The Chapter 7 Trustee's
main task to distribute the funds to the applicable creditors.

The Chapter 7 Trustee has not provided the Plan Administrators
with an updated reserve analysis, Ms. Willett tells the Court.
Based on current run-rates, the Plan Administrators would expect
that Reserve to be significantly lower.  Hence, Ms. Willett
maintains, the Chapter 7 Trustee's holding of more than
$49 million in cash, of which $20 million has been reserved for
the Trustee's fee is "excessive."

                   Chapter 7 Trustee Responds

Refuting the request of the plan administrators of Reorganized
Refco Inc., and certain of its direct and indirect subsidiaries
and Reorganized Refco Capital Markets, Ltd., Albert Togut, in his
capacity as the Chapter 7 trustee of Refco LLC, maintains that
compelling him to submit a fee application "is premature at best,
and it is an attempt to exert influence over [his] administration
of the [Refco LLC] estate."

It is appropriate for a Chapter 7 trustee to seek compensation at
the conclusion of a case when the totality of his administration
is known, because while interim applications are permitted, they
are not required, Scott E. Ratner, Esq., at Togut, Segal & Segal
LLP, in New York, maintains, on behalf of the Chapter 7 Trustee,
citing In re Child World, Inc., 185 B.R. 14, 17-18 (Bankr.
S.D.N.Y. 1995).

Moreover, Section 704(a)(9) of the Bankruptcy Code does not
require the Chapter 7 Trustee to seek a commission before he
files his final report and account on the Chapter 7 case, Mr.
Ratner emphasizes.  He maintains that no compulsion is needed,
because the Chapter 7 Trustee will file his application for
compensation in the ordinary course of winding up the case.

Mr. Ratner elaborates that the Chapter 7 Trustee has a first
priority administration claim that is statutorily senior to the
remaining subordinated junior claim held by the Plan
Administrators, but it is the Plan Administrators who complain
that they have not been paid enough.

The Chapter 7 Trustee reminds the Court that after his first
distribution of $475 million in June 2007, he made three
additional distributions to the Plan Administrators:

  (a) $78,435,000 on the senior subordinated intercompany claim
      was distributed on August 9, 2007.

  (b) Another $73,422,000 on the senior and junior subordinated
      intercompany claims was distributed on December 26, 2007.

  (c) $29 million on the junior subordinated claim was
      distributed on April 3, 2009.

"The Chapter 7 Trustee's distributions on the two subordinated
intercompany claims alone have totaled $655,857,000," Mr. Ratner
tells the Court.  "Thus, the Administrators have had 100% of
their senior subordinated claim paid, another $91 million paid on
the more junior intercompany claims, in addition to more than
$120 million paid on account of the customer credit line loan
claim."

Mr. Ratner points out that despite the Chapter 7 Trustee's best
efforts to engage the Administrators in negotiations to fix the
amount of his commissions, the Administrators refused to
negotiate.  Moreover, he notes, the Administrators have not given
any indication that they would prefer to make an agreement with
the Trustee.

Mr. Ratner argues that the Administrators statement that the
Chapter 7 Trustee's main task was only "to distribute the funds,"
presents a one-sided account of the Chapter 7 case that belittles
and ignores the Trustee's efforts on Refco LLC's behalf.  "Is the
complexity of the case or the extent of the Trustee's services
relevant to a motion that seeks to compel submission of the
Trustee's application for a commission?  Surely not," Mr. Ratner
says.  He contends that the Administrators' Motion for a fee
request from the Chapter 7 Trustee seemed to be filed with a
different goal altogether. It appears to have been filed to gain
a tactical advantage, he says.

In a separate filing, Richard K. Millin, Esq., at Togut Segal,
declared to the Court that he reviewed the information relating
to the Chapter 7 Trustee's response.

Against this backdrop, Mr. Togut asks Judge Drain to deny the
Administrators' request.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.  The Company has operations
in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No. 05-
60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc. and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.

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


REGAL ENTERTAINMENT: Fitch Affirms Issuer Default Rating at 'B+'
----------------------------------------------------------------
Fitch Ratings has affirmed this rating on Regal Entertainment
Group and Regal Cinemas Corporation:

RGC

  -- Issuer Default Rating 'B+';
  -- Senior unsecured convertible notes 'CCC/RR6'.

Regal Cinemas

  -- IDR 'B+';
  -- Senior secured facility 'BB+/RR1';
  -- Senior unsecured notes 'B+/RR4';
  -- Senior subordinated notes 'B-/RR6';

The Rating Outlook is Stable.

The ratings continue to reflect RGC's size and position as the
largest domestic movie exhibitor, with 6,778 screens in 549
theaters.  RGC's portfolio has higher-than average screens per
location (approximately 12) and Fitch expects the company to
continue to improve its relatively modern theater circuit in a
disciplined manner.  Also, acquisition risk within the exhibitor
industry has slightly diminished given National Amusements, Inc.
recent announcement to preserve their core U.S. assets.  The
ratings also reflect solid geographic diversity and sound
operating performance.  The rating and Stable Outlook are
supported by Fitch's expectation that the 2010 film slate will
continue to support growth in box office revenues in the low
single digits, with the premium ticket charge on 3D and IMAX films
fueling most of the growth.

Fitch has expected movie theaters to continue to demonstrate their
hit-driven characteristics (i.e. dependence on a strong supply of
films from the studios), and as such the solid film slate to date
has driven industry attendance up approximately 4%.  While Fitch
believes attendance and box office revenue is relatively
uncorrelated with the macro-economy, operating performance is
susceptible to meaningful volatility and weakness.  Fitch remains
concerned with exhibitors' limited control over their core revenue
stream, relatively inflexible cost structures and high debt
levels.

Intermediate-term risks include increased competition from at-home
entertainment media, collapsing film distribution windows,
increasing indirect competition from other distribution channels,
high operating leverage (which could make theatre operations free
cash flow negative during periods of reduced attendance) and RGC's
history of aggressive common and special dividend payouts (Fitch
notes the company did cut its common dividend by 40% earlier in
2009).

Fitch notes that concession revenues have remained stable despite
the weak economic conditions.  While Fitch does not anticipate a
significant decline in concession per patron, Fitch remains
cautious that high margin concessions (85% gross margin; 27% of
RGC's total revenues), may be vulnerable to reduced per-guest
concession spending due to cyclical factors or a re-acceleration
of commodity prices.

With the strong 2009 film slate and the reduction in dividend and
capital expenditure, Fitch expects FCF to be in the range of
$125 million to $150 million for the year, compared to negative
FCF of $45 million in 2008.  RGC has no pension obligations.

As of June 30, 2009, liquidity is made up of $268 million in cash
and $92.3 million in credit facility availability (reduced by
$2.7 million in letters of credit), under its $95 million credit
facility, which matures in October 2011.  The company has no
significant maturities until the $200 million of convertible notes
at RGC comes due in 2011.  Later maturities include $69 million in
senior subordinated notes at Regal Cinemas due in 2012, and term
loan debt of $1.2 billion due in 2013 (remaining amounts of the
term loan facility after quarterly amortization).  Fitch does not
expect FCF to be sufficient to cover the remaining balance of the
term loan in 2013 and believes the company will look to external
sources to refinance the maturity.  This refinancing risk is
incorporated into the rating.

Total debt as of June 30, 2009, was approximately $2 billion and
lease adjusted leverage, based on Fitch's calculations (lease-
equivalent debt was calculated using the net present value of
RGC's remaining operating lease commitments), was 4.8 times (x)
(unadjusted leverage was 3.6x).  Fitch expects that continued
revenue growth will lead to higher EBITDA and lower leverage.
Fitch expects leverage to remain above 3x and does not expect
significant debt reduction in the near term.

RGC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company, and hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going-
concern), rather than a liquidation.  Fitch estimates an adjusted,
distressed enterprise valuation of $1.7 billion using a 5x
multiple and including an estimate for RGC's 25% stake in National
CineMedia, Inc of approximately $150 million.  The 'RR1' Recovery
Rating for the company's credit facilities reflects Fitch's belief
that 91%-100% expected recovery is reasonable.  While Fitch does
not assign Recovery Ratings for the company's operating lease
obligations, it is assumed that the company rejects only 30% of
its remaining $3.9 billion in operating lease commitments due to
their significance to the operations in a going-concern scenario
and is liable for 15% of those rejected values (at a net present
value).  The 'RR4' Recovery Ratings for Regal Cinemas' senior
unsecured notes (equal in ranking to the rejected operating
leases) reflect an expectation of 31%-50% recovery.  The 'B-/RR6'
rating for Regal Cinemas' senior subordinated notes reflects the
bonds structural seniority over RGC's convertible notes
('CCC/RR6') and Fitch's expectation for zero recovery.


REPUBLIC STORAGE: Court Confirms Plan of Liquidation
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio has
confirmed the plan of liquidation filed by The Belden Locker
Company, f/k/a Republic Storage Systems Company, Inc. dated
June 19, 2009.

The Court also approved the appointment of Thomas G. Moore of
Thomas G. Moore, LPA, Ltd., in his individual capacity, as Plan
Administrator.

                      Summary of Plan Terms

The Plan contemplates the liquidation and distribution of all
remaining assets of the Debtor's estate.  The Plan incorporates
settlements with Pension Benefit Guarantee Corporation and Ohio
Bureau of Workers Compensation, which allow a distribution to
unsecured creditors of roughly 3.5%.

Equity interests in Class 6 will not receive a distribution under
the Plan and are thus deemed to have rejected the Plan.

The claim of Pension Benefit Guaranty Corporation in Class 3, the
claim of the Ohio Bureau of Workers' Compensation in Class 4, and
general unsecured claims under Class 5 are impaired, and entitled
to vote on the Plan.  Secured claims in Class 1 and priority
unsecured tax claims in Class 2 are unimpaired under the Plan, and
are deemed to have accepted the Plan.

The Debtor's assets consist solely of the remaining cash realized
in the amount of $1,078,228 by the Debtor from the sale of its
assets to Buckeye RSS, LLC, which closed shortly after the order
of the Court on April 28, 2008, as amended on May 11, 2006.  It is
the Debtor's belief that all secured claims have been satisfied or
assigned and assumed by Buckeye RSS, LLC.

A full-text copy of the disclosure statement for the plan of
liquidation of The Belden Locker Company, formerly Republic
Storage Systems Company, Inc., is available for free at:

              http://bankrupt.com/misc/belden.ds.pdf

Based in Canton, Ohio, Republic Storage Systems Company Inc. nka
The Belden Locker Company -- http://www.republicstorage.com/--
manufactured several lines of shelving and storage products
including lockers, industrial storage products, custom designed
mezzanine systems and engineered storage systems.

The Company filed for Chapter 11 protection on March 14, 2006
(Bankr. N.D. Ohio Case No. 06-60316).  James Michael Lawniczak,
Esq., Karen A. Visocan, Esq., Lisa M. Yerrace, Esq., Nathan A.
Wheatley, Esq., and Laura McBride, Esq, at Calfee, Halter &
Griswold LLP, represent the Debtor in its restructuring efforts.
Dov Frankel, Esq., Harry W. Greenfield, Esq., at Buckley King,
LPA; and Wanda Borges, Esq., at Borges Donovan Attorneys at Law,
LLC, represent the official committee of unsecured creditors.
When the Debtor filed for protection from its creditors, it listed
between $10 million and $50 million in assets and debts.


S&K FAMOUS: Unsecured Creditors to Recover 6% Under Plan
--------------------------------------------------------
S&K Famous Brands Inc. and the Official Committee of Unsecured
Creditors delivered a disclosure statement explaining their
Chapter 11 plan of liquidation for the Debtor in the U.S.
Bankruptcy Court for the Eastern District of Virginia.

Under the plan, holders of secured, perfected consignment and
other priority claims are expected to recover 100% of their
claims.  Holders of general unsecured claims, totaling $34.9
million, and holders of convenience claims will recover 6% and
10%, respectively.

The Debtors and the Committee seek to obtain confirmation of their
proposed plan on Dec. 1, 2009.

A hearing is set for Oct. 27, 2009, at 2:00 p.m., at U.S.
Courthouse at 701 East Broad St., Room 5000 in Richmond, Virginia.

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?4717

A full-text copy of the plan of liquidation is available for free
at http://ResearchArchives.com/t/s?4718

Headquartered in Glen Allen, Virginia, S & K Famous Brands, Inc. -
- http://www.skmenswear.com/-- had 214 retail stores selling
men's swimwear.  The Company shut 78 stores before it filed for
bankruptcy, and later shut 30 more stores.

The Debtor filed for Chapter 11 protection on February 9, 2009
(Bank. E.D. Va. Case No. 09-30805).  Lynn L. Tavenner, Esq., Paula
S. Beran, Esq., at Tavenner & Beran, PLC and McGuireWoods LLP
represent the Debtor in its restructuring efforts.  Its financial
advisor is Alvarez & Marsal North America LLC.  The Debtor's DIP
Lender is Wells Fargo Retail Finance LLC as administrative and
collateral agent.   The Debtor listed total assets of $41,440,100
and total debts of $35,499,00.


SCO GROUP: Announces Strategic Plan and Management Change
---------------------------------------------------------
The SCO Group, Inc. announced a restructuring plan following an
analysis of the company's operations and cost structure undertaken
by Chapter 11 Trustee, Edward Cahn and his advisors.

The company expects to finalize details of the restructuring and
to reach cash flow breakeven for core operations within the next
month.  The savings are a combination of non-workforce related
changes and a modest reduction in SCO's workforce. As part of the
restructuring, the company has eliminated the Chief Executive
Officer and President positions and consequently terminated Darl
McBride.  The current management team comprised of Chief Operating
Officer, Jeff Hunsaker, Chief Financial Officer, Ken Nielsen and
General Counsel, Ryan Tibbitts, will continue to work closely with
the Chapter 11 Trustee and his advisors to implement the
restructuring plan, move the intellectual property litigation
forward with Boies, Schiller & Flexner, LLP and emerge from
Chapter 11 bankruptcy.

The company is also looking to raise additional funding and sell
non-core assets to bolster working capital.  These actions will
allow the Trustee to preserve cash and the value of the business
while enabling the Company to proceed with asset sales, pursue
litigation against, among others, IBM and Novell, and to continue
supporting SCO's loyal UNIX customer base.

"These actions, while difficult, are essential to SCO becoming a
more agile and efficient company, not just for this year, but for
years to come," said Mr. Hunsaker. "This restructuring plan
reinforces SCO's ability to continue to sell and support its
products while servicing the needs of our customers and partners
on a worldwide basis through the stabilization of our financial
situation."

                         About SCO Group

The SCO Group (SCOXQ.PK) -- http://www.sco.com/-- is a leading
provider of UNIX software technology. Headquartered in Lindon,
Utah, SCO has a worldwide network of resellers and developers.
SCO Global Services provides reliable localized support and
services to partners and customers.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsel.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.2 million in total liabilities, resulting in
$4.51 million in stockholders' deficit.


SEITEL INC: Appoints Marcia H. Kendrick as CFO and Executive VP
---------------------------------------------------------------
Seitel Inc. appointed Marcia H. Kendrick, CPA, as executive vice
president, chief financial officer and secretary of Seitel, Inc.,
effective as of Oct. 16, 2009.

She will continue to serve as treasurer of the Company.
Ms. Kendrick has served as the Company's chief accounting officer
and assistant secretary since August 1993.

Seitel Inc. provides seismic data to the oil and gas industry in
North America.  Seitel's data products and services are critical
for the exploration for, and development and management of, oil
and gas reserves by oil and gas companies.  Seitel has ownership
in an extensive library of proprietary onshore and offshore
seismic data that it has accumulated since 1982 and that it
licenses to a wide range of oil and gas companies.  Seitel
believes that its library of onshore seismic data is one of the
largest available for licensing in the United States and Canada.
Seitel's seismic data library includes both onshore and offshore
3D and 2D data.  Seitel has ownership in over 41,000 square miles
of 3D and roughly 1.1 million linear miles of 2D seismic data
concentrated in the major active North American oil and gas
producing regions.  Seitel serves a market which includes over
1,600 companies in the oil and gas industry.

                           *     *     *

In July 2009, Moody's Investors Service downgraded Seitel's
Corporate Family Rating to Caa3 from B3, its Probability of
Default Rating to Caa3 from B3, its senior unsecured notes rating
to Caa3 (LGD 4, 54%) from B3 (LGD 4, 56%), and its Speculative
Liquidity Rating to SGL-4 from SGL-3.  The rating outlook is
negative.  The downgrade reflects the increased pressure on
Seitel's liquidity and earnings.


SEMGROUP LP: Chaparral Energy Wants Prompt Decision on Contract
---------------------------------------------------------------
Chaparral Energy, L.L.C., asks the Court to direct Debtor SemCap,
L.L.C., to immediately decide whether to assume or reject the
joint operating agreement, dated October 12, 2000, under which
Chaparral, SemCap and several other parties are joint owners of
certain oil and gas leaseholds, lands and wells located in Texas
and Oklahoma.

Chaparral insists that SemCap needs to immediately decide whether
to assume or reject the JOA because since the Petition Date,
SemCap has failed to make payments due under the JOA.  Chaparral
and the other working interest owners are prejudiced by the
failure of SemCap to timely make its elections and pay its share
of costs of the operations of the Properties because, with it
being in bankruptcy, SemCap essentially gets a free look to see
how operations will turn out before it has to make a decision and
put forth its funds for the operations, Margaret M. Manning,
Esq., at Whiteford Taylor Preston, in Wilmington, Delaware,
argues for Chaparral.

                        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: Koch Entities Want Prompt Decision on Contract
-----------------------------------------------------------
Koch Materials, LLC, KMC Enterprises, LLC, and Koch Materials
Mexico, B.V., asks the Court to compel the Debtors to make a
decision whether to assume or reject a purchase and sale
agreement they entered into in 2005.  Under the PSA, the Koch
Entities sold their asphalt business to the Debtors.

The Debtors, in response, argue that the PSA was not an executory
contract, thus the motion to compel should be denied.  The
Debtors further assert that any obligations outstanding under the
PSA are immaterial.  Moreover, the Debtors tell the Court that
they are no longer operating the asphalt business and thus any
indemnification obligations under the PSA for future acts would
relate to properties that the Debtors did not utilize in any way.

For the reasons stated, the Debtors ask the Court to deny the
Koch Entities' request.

                        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: Producers Committee Taps McKool Smith as Co-Counsel
----------------------------------------------------------------
Pursuant to Sections 328 and 1103(a) of the Bankruptcy Code and
Rules 2014 and 5002 of the Federal Rules of Bankruptcy Procedure,
the Official Producers' Committee in SemGroup LP.'s cases seeks
the Court's authority to retain McKool Smith, P.C., as its co-
counsel, nunc pro tunc to October 1, 2009.

Hugh Ray and Peter Goodman recently left Andrews Kurth LLP and
joined the law firm McKool Smith.  The OPC wishes to have the
continuation of its primary counsel, Messrs. Ray and Goodman, at
a critical juncture in the Debtors' Chapter 11 cases, Michael G.
Daniel of Samson Resources Company, the OPC chair, relates.

The Debtors' Chapter 11 cases are poised for confirmation
pursuant to the terms of an agreed-upon settlement by and amount
the Debtors, the OPC, certain producer creditors of the estate,
and the Debtors' prepetition secured lenders, which settlement
has been embodied in the Debtors' Fourth Amended Plan of
Reorganization dated September 25, 2009, according to Mr. Daniel.

Messrs. Ray and Goodman negotiated the settlement on behalf of
the OPC and are critical to its implementation, Mr. Daniel tells
the Court.  In light of the extensive legal services that may be
necessary in these bankruptcy cases, the OPC believes that the
employment of McKool Smith is appropriate and in the best
interests of the creditor body that OPC represents, he adds.

While Andrews Kurth and its attorneys, who have been involved in
these Chapter 11 cases, will continue to assist the OPC, Messrs.
Ray and Goodman will continue to play the same role they have
during the course of the Debtors' bankruptcy cases, according to
Mr. Daniel.  McKool Smith attorneys may assist the OPC on
discrete matters, but they will not duplicate the work done by
Andrews Kurth, he assures the Court.

McKool Smith will be paid on an hourly basis, plus reimbursement
of actual, necessary expenses and other charges incurred by the
firm.  The firm's current hourly rates are:

              Principal                 $450 - $900
              Hugh Ray, principal              $700
              Peter Goodman, principal         $700
              Paul Moak, principal             $605
              Attorneys, Counsel        $225 - $575
              Legal assistants           $85 - $180

Hugh M. Ray, Esq., a member of McKool Smith, in Houston, Texas,
discloses in his declaration that the firm formerly represented
Mia Oven, individually, with respect to the Bankruptcy Examiner's
investigation.  Ms. Oven was an employee of SemGroup and traded
mostly for SemMaterials.  The representation of Ms. Oven ended
several months ago.

Mr. Ray adds that the firm currently represents or formerly
represented affiliates of potential parties-in-interest in
matters unrelated to the Debtors or their bankruptcy cases,
including:

    * Adverse to Wachovia Bank in matter on behalf of Toll
      Brothers Inc.;

    * Adverse to JPMorgan Chase Bank on behalf of Affiliated
      Computer Systems;

    * Adverse to Bank of America on behalf of Realtime Data,
      LLC; and

    * Adverse to Goldman Sachs on behalf of Realtime Data, LLC.

Except for the former representation of Ms. Oven, McKool Smith
does not and will not represent any entity or any of their
affiliates or subsidiaries in matters related to the Debtors or
their Chapter 11 cases, Mr. Ray assures the Court.

McKool Smith does not represent any other entity having an
adverse interest in the Debtors' Chapter 11 cases, and does not
hold or represent any interest adverse to the estate.  McKool
Smith is a disinterested person as the term is defined in Section
11(14) of the Bankruptcy Code, Mr. Ray asserts.

                        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: Wins Nod to Amend Agreements With McCoy Petroleum
--------------------------------------------------------------
SemGroup LP and its units obtained the Court's approval to amend
certain prepetition agreements they entered into with McCoy
Petroleum Corporation.

McCoy Petroleum and Debtor SemGas Gathering, L.L.C., entered into
a purchase and sale agreement, whereby McCoy Petroleum assigned
its rights under a purchase and sale agreement among McCoy
Petroleum, Henry Holding, LP, and BCCK Engineering, to purchase
all of the membership interests in Debtor SemKan L.L.C., provided
that SemGas agreed to grant McCoy Petroleum and Discovery
Capital, L.L.C., an option to purchase 49% of the interests in
SemKan.  In connection with the PSA, SemGas acquired all of the
membership interests in SemKan and granted McCoy Petroleum and
Discovery the option to purchase 49% of the membership interests
in SemKan pursuant to an option agreement.

SemKan and McCoy Petroleum also entered into a dedication
agreement, whereby McCoy Petroleum agreed to dedicate all of the
natural gas produced from certain wells to SemKan's operating
plant and pipeline system.  SemKan and McCoy Petroleum are
parties to a gas purchase and conditioning agreement, whereby
SemKan will purchase all of the natural gas produced from McCoy
Petroleum's wells.  SemGas Gathering and McCoy Petroleum also
entered into a gas purchase agreement, whereby SemGas Gathering
will purchase all of the natural gas from McCoy Petroleum's
wells.

Since SemKan's operating plant and pipeline system is idle and
production from McCoy Petroleum's wells is dedicated to only
SemKan's operating plant and pipeline system.  Against this
backdrop, the parties determined to amend the Agreements.  Under
an amended Option Agreement, McCoy Petroleum will be granted an
option to purchase 49% of the total outstanding membership
interests in SemGas Gathering.  The term of the Option Agreement
is extended to four years to secure the amendments to the Gas
Purchase Agreements and the Dedication Agreement.

Pursuant to an amended Dedication Agreement, the term of the
Dedication Agreement is eight years and McCoy Petroleum no longer
has the ability to terminate the Amended Gas Purchase Agreement
upon 30 days notice.  McCoy Petroleum agreed to dedicate all of
the natural gas produced from certain wells to both SemKan's
operating plant and pipeline system and SemGas Gathering's
operating plant and pipeline system.  McCoy Petroleum also agreed
to dedicate additional wells under the Amended Dedication
Agreement.  The Amended Dedication Agreement will terminate if
the Court does not approve the Amended Option Agreement.

Moreover, under the Amended Gas Purchase and Conditioning
agreement, the term of the agreement is extended to eight years
and McCoy Petroleum no longer has the ability to terminate the
Amended Gas Purchase Agreement upon 30 days notice.  The Amended
Gas Purchase Agreement will terminate if the Court does not
approve the Amended Option Agreement.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, points out that the amendments provide
SemGas Gathering and SemKan the ability to continue to earn
revenue in connection with natural gas produced by McCoy's wells
for eight more years without the risk of McCoy terminating the
Amended Gas Purchase Agreement.

                        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)


SERVICE CORPORATION: Keystone Deal Won't Affect Moody's Ba3 Rating
------------------------------------------------------------------
Moody's Investors Service stated that Service Corporation
International's announcement that it entered into an agreement to
acquire Keystone North America Inc. will have no immediate impact
on SCI's Ba3 Corporate Family Rating and stable outlook.

The last rating action on SCI was on November 25, 2008, at which
time Moody's affirmed the Ba3 Corporate Family Rating and lowered
the speculative grade liquidity rating to SGL-2 from SGL-1.

SCI is North America's largest provider of death-care products and
services with revenues of about $2.1 billion in the twelve-month
period ended June 30, 2009.


SOVRAN SELF: Fitch Upgrades Issuer Default Rating From 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded these ratings for Sovran Self Storage,
Inc., and Sovran Acquisition Limited Partnership:

Sovran Self Storage, Inc.

  -- Issuer Default Rating to 'BBB-' from 'BB+';

  -- $125 million senior unsecured revolving credit facility to
     'BBB-' from 'BB+';

  -- $250 million senior unsecured term loan to 'BBB-' from 'BB+';

  -- $250 million senior unsecured term notes to 'BBB-' from
     'BB+'.

Sovran Acquisition Limited Partnership (as co-borrower)

  -- IDR to 'BBB-' from 'BB+';

  -- $125 million senior unsecured revolving credit facility to
     'BBB-' from 'BB+';

  -- $250 million senior unsecured term loan to 'BBB-' from 'BB+';

  -- $250 million senior unsecured term notes to 'BBB-' from
     'BB+'.

The ratings have been removed from Rating Watch Negative.  The
Rating Outlook is Stable.

The upgrades center on recent steps the company has taken to
reduce leverage to provide it sufficient cushion relative to
covenants contained in certain of its unsecured debt agreements.

The removal of the Negative Watch reflects the material
improvement in Sovran's leverage ratios following the curing of
the company's unsecured note covenant violation and the company's
demonstrated access to the equity capital markets.

On May 8, 2009, Fitch downgraded Sovran's credit ratings by one
notch and placed the IDR on Negative Watch due to Fitch's view
that the company's total leverage covenant violation limited the
company's liquidity and financial flexibility.  In May 2009, the
company obtained a waiver of the covenant violation as of
March 31, 2009, but Fitch remained concerned that the company
would continue to have limited capacity to draw its unsecured
revolving credit facility in the absence of a deleveraging
transaction that would provide sufficient cushion relative to the
company's covenant limitations.

Sovran has taken several deleveraging steps to mitigate potential
future covenant violations, including an Oct. 5, 2009 follow-on
common stock offering of $114 million, a 30% common stock dividend
reduction, and the issuance of 1.3 million shares via a DRIP and
Share Purchase Plan.  The company also intends to preserve capital
by scaling back its expansions and enhancement program.

Pro forma for the equity offering and DRIP Share Purchase Plan
share issuance, Fitch estimates Sovran's net debt to recurring
operating EBITDA ratio to be 4.5 times (x) as of June 30, 2009,
compared with 5.9x as of March 31, 2009.  Fitch projects that 2010
and 2011 leverage may increase above 5.0x given ongoing
challenging operating conditions, but that these leverage levels
would remain supportive of a 'BBB-' IDR.  In addition, Fitch
estimates that the company's total liabilities to gross asset
value based on the methodology employed in Sovran's unsecured debt
agreements to be 45%, which is materially below the covenant limit
of 55% and which has improved from 55.4% as of March 31, 2009.

With respect to operating performance, pro forma for the
deleveraging transactions noted above, Sovran's fixed charge
coverage (defined as recurring operating EBITDA less capital
expenditures and straight-line rents, divided by interest expense
and capitalized interest) was 2.4x for the 12 months ended
June 30, 2009, up from 2008.  Fitch projects that the company's
fixed charge coverage ratio would be approximately 2.4x for both
2010 and 2011, given a 5% decline in EBITDA for 2010 and
stabilization in 2011.  Fitch considers these fixed charge
coverage ratios to be consistent with a 'BBB-' IDR given the
specialized nature of self-storage properties, Sovran's portfolio
size and moderate geographical concentration.

While Sovran has experienced declining fundamentals with same
store declines since the third quarter of 2008, the company's
credit metrics will remain consistent with a 'BBB-' IDR.  Sovran's
Same Store NOI declined 3% for the six months ending June 30,
2009, versus the same period of 2008 and weighted average
occupancy has also declined to 81% for the same store portfolio at
June 30, 2009, from 82.3% as of June 30, 2008.  Additionally,
while the company operates in 24 states, more than 40% of the
company's NOI is represented by Florida and Texas.

The Stable Outlook is driven by the company's liquidity coverage
ratio which, pro forma for the deleveraging transactions noted
above and defined as sources of liquidity (cash, availability
under the company's revolving credit facility, expected retained
cash flows from operating activities) divided by uses of liquidity
(debt maturities and expected capitalized leasing commissions and
building improvements) is 2.0x from June 30, 2009 to Dec. 31,
2011.

The Stable Outlook also reflects Fitch's view that significant
declines in operating performance over the next 12 to 24 months
are not likely due to the quality of the portfolio and indications
that fundamentals are beginning to stabilize.  While same store
NOI has declined since the third quarter of 2008, Fitch believes
Sovran's fixed charge coverage and leverage metrics will remain at
investment-grade levels over the next 12 to 24 months, as the
company's deleveraging activities have provided additional cushion
to unsecured term note holders.  Fitch believes further covenant
breaches are unlikely and that the company's liquidity and
financial flexibility has improved.

These factors may have a positive impact on the company's ratings:

  -- Maintaining fixed charge coverage above 2.5x (for the 12
     months ended June 30, 2009, pro forma for deleveraging
     transactions note above, fixed charge coverage was 2.4x);

  -- Net debt to recurring operating EBITDA remaining below 5.0x
     (for the 12 months ended June 30, 2009, pro forma for
     deleveraging transactions note above, leverage was 4.5x,
     though Fitch anticipates leverage to be above 5.0x going
     forward given the operating environment);

  -- Unencumbered asset coverage of unsecured debt remaining above
     2.0x (as of June 30, 2009, pro forma for deleveraging
     transactions note above, unencumbered asset coverage was 3.1x
     as measured by applying a 8.5% capitalization rate to
     unencumbered NOI.)

Going forward, these factors may have a negative impact on the
company's ratings:

  -- If fixed charge coverage declines below 2.0x;

  -- If net debt to recurring operating EBITDA increases above
     6.0x;

  -- A liquidity shortfall;

  -- If Fitch expects the company to breach any financial covenant
     contained in its unsecured debt agreements.


SEVEN FALLS: Foreclosure Sale Proceeds After 3 Postonements
-----------------------------------------------------------
John Boyle at Citizen-Times.com reports that after three
postponements, the foreclosure sale of two parts of the upscale
Seven Falls Golf & River Club -- the Golf Center property, at 62
acres, and phase II of the project, about 65 acres -- went through
on Thursday.

Citizen-Times relates that Bob York at Raintree Realty, the third-
party charged with executing the sale, said that the National Bank
of South Carolina put in bids on the two parcels

Citing Mr. York, Citizen-Times relates that the National Bank's
phase II property bid on Thursday was $11.2 million, while the
golf center property brought $4.1 million.  According to
foreclosure documents, Seven Falls and Zeus Investments owe the
National Bank a combined $15.7 million on two loans.

Seven Falls and Zeus owner Keith Vinson, Citizen-Times states,
said that he's working with a private trust in Georgia to secure
enough funding to finish the project.  It is expected to fall into
place before October 26, but if it doesn't come through, he'll
pursue "all legal means available", the report says.  according to
Citizen-Times, bidders have until October 26 to present a bid,
which must be at least 5% greater than Thursday's bids, but if no
upset bid is filed, the National Bank's attorney will prepare a
deed and transfer the property to the bank.

Citizen-Times notes that while Chapter 11 bankruptcy protection is
an option open to developers, Mr. Vinson says that it's "a strong
word," adding that "there are some protective reliefs out there
that would stay this process.  There isn't anything we won't
exercise to protect our property owners, our employees and our
contractors.  Whatever negative connotation may come with this
decision I have to make, I'll live with that."

Located in the Blue Ridge Mountains near Hendersonville and
Asheville, Seven Falls is a private golf and river club in Western
North Carolina.


SKYWI: Files for Chapter 7 Bankruptcy Protection
------------------------------------------------
SkyWi has filed for Chapter 7 bankruptcy protection in Fort Worth,
Texas.

Carolea Hassard at Azle-news.com reports that SkyWi's office at
8401 Jacksboro Highway in Lakeside, has been closed, with a torn
sheet of paper taped to the door reading, "Attention: To Whom It
May Concern: All questions need to be addressed to Bankruptcy
Trustee John Dee Spicer, 817-428-9355."

According to Azle-news.com, client Evie Hooper said that she found
out from other customers that some have received no notice that
SkyWi is bankrupt, while others received notice that they will get
another Internet service.

In 2007, SkyWi was five months behind its payments to the city of
Springtown on a lease for antenna space on the city's water tower.
It paid the city after the gate to its tower was locked.  In 2008,
SkyWi fell behind again, so the city locked the gate again and got
the payment.

Azle-news.com relates that SkyWi finance director Kim Mathis said
that the Company is paid up now, though the gate has been locked
again so they will have to ask for the key if they want their
antenna.

Azle-news.com states that Pelican Bay claimed that SkyWi owes it
money for antenna space.  Qwest Communications, says the report,
also claimed that SkyWi owed it $1.7 million for using its towers,
but SkyWi disputed the claim and sued Qwest in December 2008,
seeking $75,000.

SkyWi offers broadband Internet service to homes and businesses in
Eagle Mountain, Lake Worth, Lakeside, Saginaw, and Azle, in Texas.


SONIC MEDICAL: Files Chapter 11 on Long Island
----------------------------------------------
Sonic Medical Resources Inc. filed for bankruptcy reorganization
(Bankr. E.D.N.Y. 09-77781) along with affiliates to stop secured
lender CIT Healthcare LLC from seeking appointment of a receiver
for the Company.  Sonic said in a court filing that consolidated
assets are $19.6 million against debt totaling $21.1 million. The
secured lender is owed $7 million. Revenue for a year ended in
August was $17.7 million.

Sonic Medical Resources operates eight diagnostic-imaging centers.
At one time, the Hauppauge, New York-based company had 40 imaging
centers.


SOUTH MARSH: Files Chapter 11 in Pensacola, Florida
---------------------------------------------------
South Marsh LLC filed for Chapter 11 relief on Oct. 15 in
Pensacola, Florida (Bankr. N.D. Fla. Case No. 09-32148).

Located in Fort Walton Beach, Florida, South Marsh LLC is the
owner of 725 developed and undeveloped lots in Jackson County,
Mississippi.

According to Bloomberg News' Bill Rochelle, South Marsh said in a
court filing that the lots are worth $35.8 million.  Among secured
creditors owed $14.9 million, Regions Bank is on the hook for
$10.6 million.


SPANSION INC: Auditor OKs $360,874 for McKenzie for March-May
-------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, Spansion
Inc.'s professionals seek payment of their fees and reimbursement
of their expenses:

A. Debtors' Professionals

Professional                  Period         Fees      Expenses
------------                  ------         ----      --------
Warren H. Smith &           09/01/09-
Associates P.C.             09/30/09      $24,129          $523

Warren H. Smith &           06/01/09-
Associates P.C.             08/31/09       47,768           281

Ernst & Young LLP           06/01/09-
                            08/31/09      473,100           694

Ernst & Young serves as the Debtors' independent auditors.
Warren Smith is the fee auditor.

In a separate filing, the Debtors certified to the Court that no
objections were filed as to these fee applications:

Professional                           80% Fees   100% Expenses
------------                           --------   -------------
Warren H. Smith & Associates, P.C.      $24,670       $226
Young Conaway Stargatt & Taylor, LLP      5,268        334

B. Professionals of the Official Committee on Unsecured Creditors

The Committee's professionals seek payment of fees and
reimbursement of expenses pursuant to Sections 330 and 331 of the
Bankruptcy Code.

Professional                  Period         Fees      Expenses
------------                  ------         ----      --------
Paul, Hastings, Janofsky    03/12/09-
& Walker LLP                04/30/09     $797,966       $23,799

Paul, Hastings, Janofsky    05/01/09-
& Walker LLP                05/31/09      361,818        13,063

Paul, Hastings, Janofsky    06/01/09-
& Walker LLP                06/30/09      156,497        12,787

Young Conaway Stargatt &    06/01/09-
Taylor, LLP                 08/31/09       20,612         5,831

Paul Hastings serves as the Committee's counsel.  Young Conaway
acts as the Committee's counsel.

The Committee certified to the Court that no objections were
filed as to the FTI Consulting, Inc.'s interim fee application
for the period from July 1 through July 31, 2009.  Accordingly,
the Debtors are authorized to pay FTI Consulting its fees for
$120,000 and reimbursement of expenses for $1,092.

                     Fee Auditor's Report

Warren H. Smith & Associates, P.C., acting in its capacity as fee
auditor, submitted with the Court its final report regarding the
interim fee applications of the Debtors' professionals:

                                    Recommended     Recommended
Professional             Period           Fees         Expenses
------------            ---------    -----------    -----------
Baker & McKenzie LLP    03/01/09-
                        05/31/09      $360,874          $764

King & Spalding LLP     03/01/09-
                        05/31/09        23,958             0

Wilson Sonsini          03/01/09-
Goodrich & Rosati, P.C. 05/31/09       125,914           591

Young Conaway Stargatt  03/01/09-
& Taylor, LLP           05/31/09        67,848         8,100

Baker & McKenzie's fees represent a reduction by $43,888 and its
recommended expenses reflect a reduction by $5,561.

                        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: Gilles Delfassy to Step Down as Director
------------------------------------------------------
Gilles Delfassy notified Spansion Inc. on October 14, 2009, of his
resignation as a member of the Company's Board of Directors,
effective immediately.  Mr. Delfassy did not resign because of a
disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

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)


SPORTSCLICK INC: Deal to Buy Green Swan Terminated
--------------------------------------------------
Green Swan Capital Corp. discloses the termination of the proposed
transaction with SportsClick Inc.  Green Swan advanced a
refundable deposit in the principal amount of $25,000, and a loan
in the principal amount of $225,000 to SportsClick pursuant to an
agreement in principle by which SportsClick would purchase all of
the issued and outstanding shares of Green Swan.  Green Swan
subsequently registered a General Security Agreement in the
Provinces of Alberta and Nova Scotia.  The entire Loan amount is
secured under the respective security agreements.

On June 26, 2009, the Bank of Montreal, a secured creditor of
SportsClick, issued a Notice of Intent under the Bankruptcy
Insolvency Act to reclaim its loan from SportsClick.  On July 17,
2009, Ernst & Young Inc. became the receiver in respect of the
property of SportsClick.

Green Swan's interests, as a secured party, are inferior to those
of the Bank of Montreal.

Green Swan confirms it continues to investigate its options for
obtaining the return of the loan to SportsClick, however, the
receivership process introduces a significant operating risk and
management continues to believe the return of the loan is
unlikely.

Green Swan is a capital pool company which was listed on the TSXV
on October 7, 2008, following the completion of its initial public
offering of $400,000, including $104,000 raised from founders,
Benoit Robitaille (Chief Executive Officer and Director), Chris
Skaarup (Director), Morgan Cowl (Director), Dan Hilton (Chief
Financial Officer and Director), Sean Caulfeild (Corporate
Secretary and Director) and Stephan May (Director).  Copies of
Green Swan's documents may be obtained electronically from the
SEDAR system at http://www.sedar.com.

Green Swan is listed on the TSX Venture Exchange under the symbol
"GSW.P".


STALLION OILFIELD: Gets Support for Plan, Files for Chapter 11
--------------------------------------------------------------
Stallion Oilfield Services Ltd. has received the requisite support
of its lenders and equity holders for the balance sheet
restructuring agreement and that it has filed voluntary petitions
for chapter 11 relief to move forward to implement its prearranged
plan and obtain the necessary court approvals.

On October 7, 2009, Stallion had reached an agreement in principle
with a working group of secured lenders, a sub-committee of
debtholders, and its key equity holders to implement a
restructuring that would eliminate approximately $515 million of
the Company's unsecured debt as well as $26 million of accrued
interest.

As of October 19, 2009, the Company has more than $80 million of
cash on hand to support both the restructuring and operations.
Stallion Oilfield indicated that it does not anticipate any
changes to the overall business or its ability to meet customer
needs as a result of this action.  Craig M. Johnson, Stallion's
President and Chief Executive Officer, said, "Stallion is
committed to ensuring a seamless restructuring process for all
parties involved, and will emerge as a leaner, stronger company
poised to capitalize on expected recoveries in the oil and natural
gas industry."

The restructuring agreement includes a lock-up agreement with
holders of more than 90% in principal amount of its secured
obligations and more than 74% in principal amount of its unsecured
bridge lenders and more than 88% in principal amount of its
unsecured noteholders as well as more than 68% of equity holders
supporting the restructuring.  The terms of the restructuring
agreement provide that:

   (a) the company's secured lenders would receive
       approximately $25 million in principal payments
       permanently reducing the company's obligations
       outstanding under the company's secured credit agreement,

   (b) approximately $259 million in obligations outstanding
       under the company's unsecured bridge loan agreement
       and approximately $284 million in obligations
       outstanding on account of the 9.75% unsecured notes
       due February 1, 2015, would be converted on a pro rata
       basis for 98% of the common equity in the reorganized
       Stallion, and

   (c) the company's existing equity holders would receive 2%
       of the common equity and warrants to purchase 1% of
       the common equity in reorganized Stallion.

The full implementation of the agreement is dependent upon a
number of factors, including the filing of a plan of
reorganization, the approval of a disclosure statement and
confirmation and consummation of the plan of reorganization in
accordance with the provisions of the Bankruptcy Code.

The company's filing includes key initiatives to ensure there is
little or no impact on Stallion's operations and its employees,
customers, vendors and suppliers.  For example, Stallion is
seeking court authority to continue payment of employee wages and
benefits and vendors for goods and services delivered both before
and after the filing in the normal course.

The following affiliates of Stallion were included in the
Company's chapter 11 filings:

   -- Stallion Oilfield Services Ltd.;
   -- Central Industries, Inc.;
   -- Salty's Disposal Wells, LP;
   -- Salty's Manufacturing, Ltd.;
   -- Stallion Acquisition, LLC;
   -- Stallion Heavy Haulers, LP
   -- Stallion Interests, LLC;
   -- Stallion Offshore Quarters, Inc.;
   -- Stallion Oilfield Construction, LLC;
   -- Stallion Oilfield Finance Corp.;
   -- Stallion Oilfield Holdings GP, LLC;
   -- Stallion Oilfield Holdings, Ltd.;
   -- Stallion Oilfield Services, Inc.;
   -- Stallion Production Services, LP;
   -- Stallion Production, LLC;
   -- Stallion Rockies Ltd.;
   -- Stallion Solids Control, Inc.; and
   -- Stallion Stables, LLC.

A copy of the Restructuring Term Sheet is available for free at:

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

A copy of the Plan is available for free at:

      http://bankrupt.com/misc/Stallion_Chapter11_Plan.pdf

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

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

                  About Stallion Oilfield

Stallion Oilfield Services Ltd. --
http://www.stallionoilfield.com/-- provides wellsite support
services and production & logistics services to the oil and
natural gas industry with 1,700 employees in 65 locations.
Stallion's range of critical wellsite services include onshore and
offshore workforce accommodations and remote camp complexes,
surface rental equipment, solids control, communication services,
wellsite construction, rig relocation, heavy equipment hauling,
fluids handling and logistics.  Stallion's Everything but the Rig
SM product offerings are designed to improve living and working
conditions, safety and our customers' productivity at the
wellsite.  Stallion is headquartered in Houston, Texas and
delivers products and services in South Texas, Gulf Coast, Ark-La-
Tex, Ft. Worth Basin, Permian Basin, Mid Continent, Alaska's
Prudhoe Bay, the Marcellus Shale and Rocky Mountain regions as
well as to the global offshore industry.

Stallion Oilfield Services Ltd. and its affiliates filed for
Chapter 11 on Sept. 19 (Bankr. D. Del. Case No.: 09-13562). Judge
Linnehan Shannon handles the case.

Kirkland & Ellis LLP is serving as Stallion's chapter 11 counsel
and Miller Buckfire & Co., LLC, and AP Services, LLC are serving
as its financial advisors.  Richards, Layton & Finger P.A. will
serve as Delaware counsel.  Epiq Bankruptcy Solutions, LLC, serves
as claims and notice agent.

The petition says that Stallion Oilfied's assets and debts are
between $500 million and $1 billion.


STALLION OILFIELD: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Stallion Oilfield Services Ltd.
        950 Corbindale Road, Suite 300
        Houston, Texas 77024

Bankruptcy Case No.: 09-13562

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Stallion Oilfield Services, Inc.                   09-13561
Salty's Manufacturing, Ltd.                        09-13563
Salty's Disposal Wells, LP                         09-13564
Stallion Production, LLC                           09-13565
Stallion Production Services, LP                   09-13566
Stallion Rockies Ltd.                              09-13567
Stallion Heavy Haulers, LP                         09-13568
Stallion Solids Control, Inc.                      09-13569
Stallion Oilfield Finance Corp.                    09-13570
Stallion Acquisition, LLC                          09-13571
Stallion Stables, LLC                              09-13572
Central Industries, Inc.                           09-13573
Stallion Oilfield Construction, LLC                09-13574
Stallion Offshore Quarters, Inc.                   09-13575
Stallion Oilfield Holdings, Ltd.                   09-13576
Stallion Interests, LLC                            09-13577
Stallion Oilfield Holdings GP, LLC                 09-13578

Type of Business: The Debtors provide wellsite support services
                  and production & logistics services to the
                  oilfield with over 1,700 employees in 65
                  locations.  The Debtors deliver products and
                  services in the South Texas, Gulf Coast, Ark-La-
                  Tex, Ft. Worth Basin, Permian Basin, Mid-
                  Continent, Alaska's Prudhoe Bay, Rocky Mountain
                  and Applachinian Basin regions as well as to the
                  global offshore industry.

                  http://www.stallionoilfield.com/

Chapter 11 Petition Date: October 19, 2009

Court: District of Delaware

Judge: Brendan Linehan Shannon

Debtor's Counsel: Jonathan S. Henes, Esq.
                  Chad J. Husnick, Esq.
                  Kirkland & Ellis LLP
                  Citigroup Center
                  601 Lexington Avenue
                  New York, NY 10022
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  http://www.kirkland.com


Co-Counsel:       Daniel J. DeFranceschi, Esq.
                  Lee E. Kaufman, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel:(302) 651-7700
                  Fax:(302) 498-7816
                  http://www.rlf.com

Restructuring
Advisor:          John R. Castellano
                  Managing Director
                  AP Services, LLC
                  300 N. LaSalle, Suite 1900
                  Chicago, IL 60654
                  Tel: (312) 346-2500
                  Fax: (312) 346-3585
                  http://www.alixpartners.com

Claims Agent:     Epiq Bankruptcy Solutions, LLC
                  757 Third Avenue, 3rd Floor
                  New York, NY 10017
                  http://bsillc.com/

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New York Trust     Bond Debt         $283,863,071
Company, N.A.
Corporate Trust Division
601 Travis Street, 18th Floor
Houston, Texas 77002
Tel: (713) 483-6649
Fax: (713) 483-7803
Attn: Kashif Asghar

Wilmington Trust Company       Bond Debt         $259,291,652
50 South Sixth St., Ste. 1290
Minneapol is, Minnesota 55402
Tel: (612) 217-5630
Fax: (612) 217-5651
Attn: Jeffery Rose

Ice Services                   Trade Debt        $384,863
2606 C Street, Suite 6A
Anchorage, Alaska 99503
Tel: (907) 301-6247
Fax: (907) 644-8202
Attn: Chris Riley

JPS Equipment, LLC             Trade Debt        $345,955

Peak Oilfield Service Company  Trade Debt        $338,857

Johnnie R Gresham Operations   Trade Debt        $209,780
Inc.

North Slope Borough            Utility           $190,126

Total Safety                   Trade Debt        $181,783

Quality Mat Company            Trade Debt        $133,349

Big River Lumber Company, LLC  Trade Debt        $126,039

H&E Equipment Services, LLC    Trade Debt        $115,356

Trail Blazer Hot Shot, Inc.    Lease             $111,221

Bowie Dozer Service, Inc.      Contract          $110,583

OK Fuel Stop                   Trade Debt        $100,648

Continental Wire Cloth         Trade Debt        $100,391

Acadiana Harwood, LLC          Trade Debt        $100,332

ESP Petrochemicals, Inc.       Trade Debt        $99,281

Abbeville Electric Supply Inc. Trade Debt        $89,545

Genie Industries               Trade Debt        $87,440

Earls Electric                 Trade Debt        $82,452

H20, Inc.                      Trade Debt        $82,052

Texas Environmental Plastics   Trade Debt        $81,034
Trade

Petroleum Products, Inc.       Trade Debt        $75,768

Eagle Construction             Trade Debt        $73,380

ITI Trailers and Truck Bodies  Trade Debt        $72,800
Inc.

West Dakota Oil Company        Trade Debt        $66,289

McCody Concrete Products       Trade Debt        $65,471

NC Machinery Co./NC Power      Trade Debt        $65,396
System

LaCassine Oilfield Services    Trade Debt        $64,836

Herbert Shell & Limestone      Trade Debt        $64,572

The petition was signed by John R. Castellano, chief restructuring
officer.


STATION CASINOS: Gets Final Nod for $150 Mil. of DIP Financing
--------------------------------------------------------------
Judge Gregg W. Zive of the United States Bankruptcy Court for the
District of Nevada, authorized, on a final basis, Station
Casinos, Inc., to obtain the Postpetition Financing from Vista
Holdings, LLC, and intercompany loans from Past Enterprises, Inc.,
on an unsecured basis, and in respect thereof to enter into and
deliver to Vista the DIP Credit Agreement.  Amounts outstanding
under the Postpetition Financing provided by Vista will not
exceed an aggregate principal amount of $150,000,000 at any time
following the entry of the Final Cash Collateral Order.

Vista, and in respect of its loans to SCI, Past Enterprises, are
granted an administrative expense claim pursuant to Sections
364(b), 503(b)(1) and 507(a)(2) of the Bankruptcy Code to the
extent of SCI's obligations from time to time outstanding under
the DIP Credit Agreement and with respect to Past Enterprises, to
the extent of the principal amount of intercompany loans made by
Past Enterprises to SCI.

The Debtors will not borrow from Vista, and will not use the
proceeds of any borrowings, to finance any uses of cash that are
inconsistent with the Final Order or the Budget attached to the
Cash Collateral.  The Debtors will not permit Vista to make any
loans, investments or any other cash disbursements except to the
extent permitted by the Final Order and the Budget.  Any
transfers from Past Enterprises to SCI will be evidenced by
promissory notes on an unsecured, subordinated basis and will
constitute approved postpetition financing on an administrative
basis pursuant to Section 364(b).

SCI will borrow from Vista $11,500,000 and will use the
$11,500,000 exclusively to (i) repay Past Enterprises for any
postpetition lending to SCI for the purpose of funding any
Budgeted use of cash other than in respect of Excluded Line
Items, and (ii) the remaining balance of the $11,500,000
borrowing will be used by SCI to fund expenditures permitted
under the Budget that do not constitute Excluded Line Items.

A full-text copy of the Final DIP Order is available for free
at http://bankrupt.com/misc/SC_FinalCashCollOrd.pdf

            Court Issues Final Cash Collateral Order

Judge Zive ruled, on a final basis, that Debtor Station Casinos,
Inc. and its debtor affiliates may use, from time to time, their
cash, including any Cash Collateral, maintained in a deposit
account held by Past Enterprises, Inc., and proceeds of loans
from Vista Holdings, LLC, made under the Postpetition Financing
during the period commencing from the Petition Date through and
including, but not beyond, the date of termination of the use of
Cash Collateral.

Upon the occurrence of an Event of Default, the Prepetition Agent
and the Prepetition Secured Parties may, in their absolute and
sole discretion, exercise all rights and remedies and take any
actions under the Final Order, including the termination of the
Debtors' right to use Cash Collateral, without further
modification of the automatic stay pursuant to Section 362 of the
Bankruptcy Code or further order of or application to the Court.

An occurrence of any of these circumstances, among others, will
constitute an event of default:

  (a) An order entered by the Court dismissing any of the
      Chapter 11 Cases, converting any of the Debtors' Chapter
      11 Cases to ones under chapter 7 of the Bankruptcy Code,
      appointing a chapter 11 trustee in any of the Chapter 11
      Cases, or any Debtor will file a motion seeking the
      dismissal of its Chapter 11 Case under Section 1112 of the
      Bankruptcy Code or an order entered by the Court appointing
      an examiner with expanded powers;

  (b) An order of the Court (x) granting any lien on or security
      interest (i) on property of the Debtors that is not
      permitted under the terms of the Prepetition Loan
      Documents and the Final Order, (ii) in any property of the
      estate of a Debtor in favor of any party other than the
      Prepetition Agent, the holder of any Permitted Lien or FCP
      Propco, LLC, as to perfected prepetition liens held by FCP
      PropCo, LLC, or (y) granting a Section 364 superpriority
      administrative claim against the Debtors to any party in
      interest other than the Prepetition Agent or the
      Prepetition Secured Parties, the holder of any Permitted
      Lien or FCP Propco, LLC in each case without the express
      written consent of the Prepetition Agent;

  (c) The cash expenditures of the Debtors, the Guarantors, the
      Drop Down Borrowers or Vista exceed those permitted by the
      Budget or the Final Order without prior written consent of
      the Prepetition Agent and the prepetition Required
      Lenders, or there will at any time be no approved Budget
      in full force and effect;

  (d) 11:59 p.m. (New York City time) on March 31, 2010, unless
      the Plan Effective Time under the the Forbearance
      Agreement has occurred at or prior to that date; and

  (e) the earlier of (a) ten (10) days following the Plan
      Effective Time and (b) April 10, 2010, unless a plan of
      reorganization which provides for an Acceptable Plan
      Treatment will have been consummated in accordance with
      the terms and conditions of that plan.

Any objection which has not been withdrawn or resolved is, to the
extent not resolved, overruled.

A full-text copy of the Final Cash Collateral Order is available
for free at http://bankrupt.com/misc/SC_FinalCashCollOrd.pdf

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Sec. 341 Meeting Adjourned to November 9
---------------------------------------------------------
The United States Trustee for Region 17 has informed the United
States Bankruptcy Court for the District of Nevada that the
meeting of the creditors of Stations Casinos, Inc., and its
debtor affiliates has been continued from October 5, 2009, to
November 9, 2009, at 2:00 p.m. at Room 2110, at C. Clifton Young
Federal Building and U.S. Courthouse 300 Booth Street, in Reno,
Nevada.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

The meeting may be continued or adjourned from time to time by
notice at the meeting, without further written notice to the
creditors.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: U.S. Trustee Opposes Employee Pay Beyond Cap
-------------------------------------------------------------
The Bankruptcy Court previously authorized, on an interim basis,
Station Casinos Inc. and its units to pay their employees
prepetition wages in the ordinary course of business without
interruption, subject to the restrictions contained in Section
507(a) of the Bankruptcy Code, which grants a fourth priority
general unsecured claim to claims on employees for wages earned
within 180 days prior to the Petition Date in an amount not to
exceed $10,950, and Section 1129(a)(9)(B), which makes payment of
the claims in full a condition to confirmation of a Chapter 11
plan.

In a supplemental memorandum filed with the Court, the Debtors
reported that they complied with the $10,950 cap inherent in the
Interim Wage Order and made wage and salary payments to its
employees on July 31 and August 14, 2009, in the amount of
$1,860,000 on account of prepetition wages.  The Debtors withheld
payment of $224,298 from 17 employees, which aggregate amount
represents wages and salary due to the employees on account of
prepetition wages in excess of $10,950 per employee.

The Debtors submitted to the Court a chart showing that for each
of the 17 employees (a) the amount they were paid on July 31,
2009, in each case $10,950 or less; (b) the amount they were owed
but not paid on July 31, 2009, and (c) the amount they were owed
and not paid on August 14, 2009, because that August 14 payroll
included two days of prepetition wages and salary.

A full-text copy of the Employee Wages Chart is available for
free at http://bankrupt.com/misc/SC_17EmpWages.pdf

Accordingly, the Debtors seek the Court's permission to pay a
$224,298 withheld prepetition wages and salary of 16 of the
17 effected employees, in the aggregate amount of $136,347.

The Debtors says they are not seeking relief at this time with
respect to the prepetition salary of one employee who is owed
$87,951 on account of prepetition salary.

                      U.S. Trustee Objects

Sara L. Kistler, the Acting United States Trustee for Region 17,
objects to the Debtors' Motion to pay prepetition wages and
salary of 16 employees because:

  (a) there is no basis in law for approval of the Motion; and

  (b) the Debtors have not, and cannot, made the evidentiary
      showing necessary to meet either the "critical vendor"
      standard or the "necessity" doctrine.

The U.S. Trustee says that there is no evidentiary support is
given for the assertion that "most of these employees could
readily find employment elsewhere in the industry."

Moreover, the U.S. Trustee asserts the Debtors have not met their
burden to show that payment of these prepetition claims, and not
all others, should be paid prior to plan confirmation.

Accordingly, the US Trustee asks the Court to deny approval of
the Motion.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STERLING MINING: Supplemental Financing OK'd; Objections Overruled
------------------------------------------------------------------
The Hon. Terry L. Myers of the U.S. Bankruptcy Court for the
District of Idaho has overruled the objection of creditor Sunshine
Precious Metals, Inc., and stockholder American Reclamation, Inc.,
to Sterling Mining Company's supplemental motion to approve
postpetition financing.

The Court ordered that the supplemental postpetition borrowing is
approved under the terms set forth in the supplemental post
petition secured financing agreement.

The financing will be secured by a junior lien on all assets of
the debtor-in-possession not previously encumbered by other liens.
To the extent security may not be sufficient to reimburse Minco
Silver Corporation, Minco will be entitled to an allowance of an
administrative expense claim.

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


S-TRAN HOLDINGS: Wants Continues Access to ACFS Cash Collateral
---------------------------------------------------------------
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
access cash collateral; and grant adequate protection to American
Capital Financial Services, Inc.

The Debtors' authorization to use the cash collateral of ACFS, as
agent for American Capital Strategies, Ltd., and ACS Funding Trust
I expired on Sept. 30, 2009.

ACFS, the Debtors' prepetition junior secured lender, agreed to
the Debtors' use of cash collateral through Oct. 31, 2009.  ACFS
also has agreed to further extensions through Nov. 30, 2009, and
through Dec. 31, 2009, without further order of the Court, if ACFS
and the Debtors further agree to further extensions.

As reported in the Troubled Company Reporter on Jan. 29, 2009,
ACFS asserts a lien on and security in substantially all of the
assets of the Debtors, to secure indebtedness in the approximate
principal amount of $7.5 million.

The Debtors propose to grant to ACFS, as adequate protection for
any diminution in value resulting from the Debtors' use of cash
collateral, replacement liens in the collateral.

The Debtors also propose to grant ACFS valid and perfected
additional liens, having a second or more junior lien on the
collateral, subject to the Care-Out and to any other prior
permitted liens.

Objections to the cash collateral motion, if any, are due on
Oct. 20, 2009, at 4:00 p.m. ET.  The hearing date is yet to be
scheduled, if necessary.

                       About S-Tran Holdings

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The company and its debtor-affiliates filed for
Chapter 11 relief on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., Michael
Seidl, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones LLP represent the Debtors as counsel.
Christopher A. Ward, Esq., at Polsinelli Shalton Flanigan
Suelthaus, Mary E. Augustine, Esq., at Ciardi, Ciardi & Astin,
P.C., and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total debts
of $30,891,000.


SUN-TIMES MEDIA: Jim Tyree Discloses New Owners, Management Team
----------------------------------------------------------------
Sun-Times Media Holdings LLC Lead Investor Jim Tyree issued the
following statement:

"With the U.S. Bankruptcy Court approval of the sale of Sun-Times
Media Group Inc. assets to Sun-Times Media Holdings LLC and
closing scheduled for later this month, we are very pleased with
the progress that's been made to save these legendary Chicago
institutions and more than 1,800 jobs."

"We are excited to have the opportunity to create a successful
business for all our constituencies: our employees, readers,
advertisers, investors and the community.  Our goal is to build a
high-quality, high-integrity business with the best local coverage
of news, sports and entertainment.  We are committed to investing
the necessary capital to transform the company to accomplish that
goal.  The organization has great potential, talented people and
solid content, and we believe there's still a need for strong
regional coverage across the Chicago region, from the Wisconsin
border into Northwest Indiana.  Producing great content will not
only meet our readers' needs, but it will continue to serve our
advertisers and community as well.  We need to come together to be
more efficient and effective at delivering news, as well as be
innovative to compete in this dynamically changing industry."

"We are confident that, going forward, we can stand shoulder-to-
shoulder with our employees and work together to build a world-
class media business.  We thank the management team, the union
leadership and members as well as all employees for their
commitment and sacrifice to make this deal happen.  To create a
successful, profitable organization, we need that cooperative
spirit to continue, and I believe it will."

"We are very proud of the people who early in this process
invested the resources to make this happen.  All members of the
Sun-Times Media Holdings investor group, listed below, are local
investors with ties to Chicago and a strong interest in seeing
this institution prosper."

    --  Jim Tyree, Chairman and CEO of Mesirow Financial --
        Managing Member, Sun-Times Media Holdings, LLC

    --  Andrew Agostini, Principal and Owner, J.L. Woode Ltd.

    --  Kevin Flynn, Chairman and Chief Executive Officer, Emerald
        Ventures,Inc.

    --  Ed Heil, Investor and Entrepreneur

    --  Michael Mackey, Senior Managing Director, Insurance
        Services, Mesirow Financial

    --  William Parrillo and Robert Parrillo, Private Investors

    --  Richard Price, President and Chief Operating Officer,
        Mesirow Financial

    --  Ed Ross, Principal and Owner, J.L. Woode Ltd.

    --  W. Rockwell "Rocky" Wirtz, President, Wirtz Corporation

    --  Bruce Young, Vice Chairman, Mesirow Financial

"As head of the investor group, I will provide strategic and
capital planning, set the tone for the organization and provide
support to each of the company's constituencies.  My full-time
efforts will remain focused on my role as chairman and chief
executive officer of Mesirow Financial.  The officers at Sun-Times
Media will be responsible for leading and managing the company.
The senior management team, listed below, has demonstrated a firm
commitment to the business throughout this process and the
investor group looks forward to working with them."

    --  Jeremy L. Halbreich, Chief Executive Officer and Vice
        Chairman

    --  Rick Surkamer, President and Chief Operating Officer

    --  Jim McDonough, Senior Vice President, Chief
        Administrative Officer and General Counsel

    --  Barbara Swanson, Senior Vice President of Advertising
        and Marketing Media

    --  John Barron, Publisher of the Chicago Sun-Times and
        Pioneer Press

    --  Fred Lebolt, President and Publisher of Southtown Star,
        Fox Valley Publications and New Media Integration

    --  Lisa Tatina, Publisher of the Post-Tribune

    --  David Martin, Senior Vice President, Business Development

    --  Kevin King, Vice President, Operations

    --  Ted Rilea, Vice President, Human Resources

    --  Jeff Kane, Vice President, Technology

    --  Courtney Price, Vice President, Circulation Sales
        and Service

"That team will continue to be responsible for the day-to-day
operations of the Chicago Sun-Times and the Sun-Times News Group's
58 other local publications and Web sites."

                    About Sun-Times Media

Sun-Times Media Group, Inc. (Pink Sheets: SUTMQ)
-- http://www.thesuntimesgroup.com/-- (Pink Sheets: SUTM) owns
media properties including the Chicago Sun-Times and Suntimes.com
and 58 suburban newspaper titles and corresponding Web sites.  The
Company and its affiliates conduct business as a single operating
segment which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Sun-Times
Media's investment banker is Rothschild Inc.  and its estructuring
advisor is Huron Consulting Group.  Kurtzman Carson Consultants
LLC is the Debtors' claims agent.  As of November 7, 2008, the
Debtors listed $479,000,000 in assets and $801,000,000 in debts.


TAVERN ON THE GREEN: Can Remain Open in Christmas Through New Yr.
-----------------------------------------------------------------
Glenn Collins at The New York Times reports that a federal judge
said that Tavern on the Green will be able to remain open during
the Christmas season and accept restaurant and party reservations
through New Year's Eve.  According to The NY Times, Tavern had
threatened to lay off its more than 400 workers in December unless
its landlord, the parks department, allowed it to remain past the
expiration of its operating license at midnight on December 31.
The NY Times states that the operators, the LeRoy family, said
that they needed additional time to auction and remove fixtures,
artwork and furnishings that are worth more than $8 million.

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.


TLC VISION: Responds to FDA Warning Letters to LASIK Facilities
---------------------------------------------------------------
TLCVision Corporation responded to a Food and Drug Administration
announcement regarding warning letters issued to LASIK facilities.

James B. Tiffany, President and Chief Operating Officer of
TLCVision, commented, "Over the course of the last 4 months, six
TLCVision refractive surgery centers were inspected by the FDA.
This was a limited, directed inspection and assessment of the
firm's compliance with statutory reporting requirements.  We
continue to seek clarification from the FDA on the recently issued
warning letters.  However, the FDA investigators, issued no
objectionable or adverse findings at the centers in which we
received their establishment inspection reports.  One center was
noted to need additional written procedures as outlined in a
letter received from the FDA on August 20, 2009.  On September 4,
2009, we responded to the FDA that we have already begun the
process to enhance our existing reporting procedures in that
center.

Neither the inspection nor the observations from the inspection
related to device safety or efficacy of the LASIK procedure.
TLCVision's ongoing commitment to clinical services, quality
assurance and patient outcomes remain unparalleled as the industry
leader."

The FDA on October 15 announced the launch of a collaborative
study with the National Eye Institute and the U.S. Department of
Defense to examine the potential impact on quality of life from
Laser-Assisted In Situ Keratomileusis (LASIK), a surgical
procedure that uses an eximer laser to permanently change the
shape of the cornea.

The goal of the LASIK Quality of Life Collaboration Project is to
determine the percentage of patients with significant quality of
life problems after LASIK surgery and identify predictors of these
problems.

Funded by the government agencies, the project is composed of
three phases.  The objective of Phase 1, which began in July 2009,
is to design and implement a Web-based questionnaire to assess
patient-reported outcomes and evaluate quality of life issues
post-LASIK, some of which may relate to the safety of the lasers
used in the LASIK procedure.

Phase 2 will evaluate the quality of life and satisfaction
following LASIK as reported by patients in a select, active duty
population treated at the Navy Refractive Surgery Center.

Phase 3 will be a national, multi-center clinical trial and will
study the impact of the procedure on quality of life following
LASIK in the general population.  Patient enrollment in Phases 2
and 3 have yet to begin but plans are underway.  Phase 3 is
expected to end in 2012.

The results of the project will help identify factors that can
affect quality of life following LASIK and potentially reduce the
risk of adverse effects that can impact the surgical outcome.  If
any of these factors are related to the safety or effectiveness of
the lasers used in LASIK surgery, the FDA will evaluate whether
any action is necessary.  The project is part of the FDA's ongoing
effort to better monitor and improve the safety and effectiveness
of the lasers used in LASIK surgery.

"This study will enhance our understanding of the risks of LASIK
and could lead to a reduction in patients who experience adverse
effects from the procedure," said Dr. Jeffrey Shuren, acting
director of the FDA's Center for Devices and Radiological Health.

The FDA also said it issued warning letters to 17 LASIK ambulatory
surgical centers after inspections revealed inadequate adverse
event reporting systems at all the centers.  The inspections did
not identify problems with the use of the LASIK devices at these
facilities.

Under legislation passed in 1990, user facilities, which include
nursing homes, outpatient clinics and ambulatory surgical centers,
must report device-related deaths to the FDA and to the device
manufacturer. They also must report device-related serious
injuries to the manufacturer or to the FDA if the manufacturer is
not known.  Requirements include having a written protocol for
adverse event reporting.

The FDA inspected ambulatory surgical facilities that perform
LASIK over the past several months and additional inspections are
pending.  The FDA regulates ophthalmic lasers used in LASIK,
including monitoring their continued safety and effectiveness by
analyzing reports on their post-market use.

"Many people in the U.S. undergo LASIK procedures," said Dr.
Shuren. "Ambulatory surgical centers that perform LASIK must
maintain a robust reporting system as required by law.  Reporting
adverse events to the FDA is critical to better understand the
safety and effectiveness of ophthalmic lasers used in LASIK
procedures and to enable the FDA to take appropriate actions where
the lasers do not meet safety and effectiveness requirements."

As reported by the Troubled Company Reporter, TLC Vision,
effective as of October 1, 2009, secured from its lenders an
extension to October 13, 2009, of the previously announced limited
waiver with respect to its credit facility.  The credit facility,
dated June 21, 2007, amended as of February 28, 2008, March 31,
2009, June 5, 2009, June 30, 2009, and September 8, 2009, provides
for an $85 million term loan and a $25 million revolving credit
line.  As of September 30, 2009, the amount outstanding under the
credit facility was approximately US$101.1 million.

The extension agreement and forbearance agreement is contained in
the Limited Waiver, dated as of September 30, 2009, which, among
other things, provides a limited waiver through October 13, 2009,
of specified defaults and extends to October 14, 2009, the time
for payment of certain principal, interest and other payments
previously due, provided, however, that in the event that the
Limited Waiver is executed by less than 100% of the lenders, the
Limited Waiver provides that lenders will, until October 13, 2009,
forbear from exercising their rights arising out of the non-
payment of certain principal, interest and other payments
previously due.  The Limited Waiver provides that lenders holding
a majority amount of the secured credit facility may, in their
sole discretion, extend the waiver period to October 30, 2009.

The Limited Waiver also provides for the Company to negotiate in
good faith and use its best efforts to agree by October 26, 2009,
to (i) documentation for additional debt financing acceptable to
lenders representing a majority of the outstanding debt under the
credit agreement, and (ii) documentation for an overall debt
and/or equity restructuring acceptable to the credit agreement
lenders under applicable law.

                          About TLCVision

Based in St. Louis, Missouri, TLC Vision Corporation (NASDAQ:
TLCV) (TSX: TLC) -- http://www.tlcvision.com/-- is North
America's premier eye care services company, providing eye doctors
with the tools and technologies needed to deliver high-quality
patient care.  Through its centers' management, technology access
service models, extensive optometric relationships, direct to
consumer advertising and managed care contracting strength,
TLCVision maintains leading positions in Refractive, Cataract and
Eye Care markets.


TOUSA INC: Creditors Restart Suit against Technical Olympic
-----------------------------------------------------------
The official committee of unsecured creditors in Tousa Inc.'s
cases, fresh off a fraudulent transfer victory over secured
lenders, is restarting a separate lawsuit against the directors of
Tousa's subsidiaries and Technical Olympic SA, the controlling
shareholder when the faulty transactions took place.

The lawsuit against the directors and Technical Olympic had been
put on ice until 30 days after completion of the trial against the
parent's secured lenders.

The separate suit against Technical Olympic and the directors
contends the defendants breached their fiduciary duties by
requiring the subsidiaries to take on $500 million in debt that
wasn't their liability.

                      Citicorp, et al., Suit

As reported by the TCR on Oct. 15, 2009, Judge John K. Olson of
the U.S. Bankruptcy Court for the Southern District of Florida has
held that the loans Citicorp North America, as administrative
agent, and certain prepetition lenders extended to TOUSA Inc. and
its affiliates barely six months before the Petition Date were
fraudulent transfers.

TOUSA, Inc. caused certain of its subsidiaries to borrow in July
2007 from certain lenders (i) a $200 million first lien term loan
with Citicorp, as administrative agent under the parties' credit
agreement, and (ii) a $300 million second lien term loan with
Citicorp as administrative agent, as subsequently replaced by
Wells Fargo Bank.  To secure the Loans, the lenders were granted
liens on substantially all of TOUSA's assets.  The proceeds of the
Loans were used to settle a litigation initiated by Senior
Transeastern Lenders against TOUSA and its subsidiary, TOUSA Homes
LP, that arose from the default on debt incurred to finance the
Transeastern Joint Venture, a business venture that TOUSA
undertook in 2005.  Certain of TOUSA's affiliates, otherwise
referred to as the "Conveying Subsidiaries," which were not
defendants in the Transeastern litigation and were not liable to
the entities that financed the Transeastern Joint Venture,
nonetheless incurred liabilities and granted liens to secure the
resolution of TOUSA Inc.'s liabilities as their parent company.

In the Adversary Complaint the Committee initiated in July 2008
against Citicorp, Wells Fargo and the Senior Transeastern
Lenders, the Committee sought (1) to avoid and recover $500
million in liens granted pursuant to the July 2007 Loan
Transaction; (2) to recover $420 million paid in cash to prior
lenders to other Debtors whose loans were paid out as part of the
same loan transaction in which the challenged liens were granted;
and (3) to avoid as preferential the grant of a security interest
in a $207 million tax refund which was perfected less than 90
days before the Debtors' petitions were filed.

Judge Olson conducted a trial on the Committee Action in July and
August 2009.  He issued his final findings and judgment on
October 13, 2009.

Under his final findings, Judge Olson acknowledged that in the
July 2007 Loan Transaction, each Conveying Subsidiary incurred
obligations to repay the First and Second Lien Term Loans and
granted liens on their property to the First and Second Lien
Lenders to secure those obligations under Section 548 of the
Bankruptcy Code.  If those obligations are apportioned among the
TOUSA entities, $403 million in new obligations may be attributed
to the Conveying Subsidiaries, Judge Olson noted.  "The Conveying
Subsidiaries received, at most, minimal value in the July 2007
Transaction," he said.

Moreover, Judge Olson held that each of the Conveying Subsidiaries
was insolvent before the July 2007 Transaction and each was
rendered more deeply insolvent by the Transaction.  He averred
that the Committee has proven insolvency under the balance sheet
test through:

  (i) the testimony of the Committee's real estate expert,
      Charles Hewlett, and the Committee's accounting expert,
      Kevin Clancy, that show that each Conveying Subsidiary's
      debts exceeded the fair value of its assets on July 31,
      2007, before and after the July 31 Transaction; and

(ii) the analysis of the Committee's expert on business
      valuation, William Derrough, which demonstrated that TOUSA
      was insolvent on a consolidated basis and that each of the
      Conveying Subsidiaries was insolvent as well.

Judge Olson held that the defense of Citicorp and the other
lenders that the "savings clauses" of the term loans reduce the
obligations incurred and liens granted by the Conveying
Subsidiaries to the extent necessary to prevent their insolvency
is unpersuasive.  He explained that "savings clauses" purport to
amend liabilities and liens to make them "enforceable to the
maximum extent" permitted by law.  However, since the Conveying
Subsidiaries were insolvent even before the July 2007 Transaction
and received no value from that transaction, the liabilities and
liens cannot be enforced at all, Judge Olson said.  "Any
liability imposed on a Conveying Subsidiary, and any lien
securing that liability, would be avoidable under Section 548,
and in this context, the savings clauses have no effect at all,"
he opined.

Judge Olson further held that the Committee has proven that none
of the Conveying Subsidiaries received reasonably equivalent
value, whether directly or indirectly, in exchange for the
obligations and transfers.

The Court found that the First and Second Lien Lenders did not
act in good faith and were grossly negligent.  Evidence shows
that the First and Second Lien Lenders and Citicorp had far more
than sufficient notice of TOUSA's insolvency, based on objective,
publicly available information, Judge Olson said.  E-mails and
testimony of key Citicorp personnel involved in the transaction
also made clear that Citicorp had knowledge indicating that TOUSA
was likely insolvent and the Conveying Subsidiaries would not
receive reasonably equivalent value in the July 2007 Transaction.
Despite this knowledge, Citicorp did not undertake any
investigation at the solvency of any Conveying Subsidiary or the
value that any Conveying Subsidiary would receive in the
transaction, the Court noted.  "Citicorp's investigation of the
solvency of TOUSA on a consolidated basis was woefully lacking,"
Judge Olson commented.  He added that evidence demonstrates that
the First and Second Lien Lenders did not "take for value" and
did not "give value to the debtor."  In this light, the Court
opined that the First and Second Lien Lenders are not entitled to
preserve liens and obligations under Section 548(c).

Judge Olson also opined that AlixPartners LLP's opinion regarding
TOUSA's solvency was founded in methodologies that were seriously
flawed and was contingent on a $2 million fee if AlixPartners
opined that TOUSA was solvent.  "Because AlixPartners relied upon
TOUSA's unsupportable financial projections, AlixPartners'
opinion that TOUSA was solvent as of July 31, 2007 is not
credible."

The Court further held that TOUSA's CEO Mr. Mon had a strong
personal incentive to ensure that the July 2007 Transaction was
consummated.  TOUSA's Form 8-k filed on July 24, 2007, revealed
that half of Mr. Mon's target incentive bonus of $4.5 million was
contingent on the successful completion of the July 2007
Transaction.

The Senior Transeastern Lenders are entities for whose benefits
the July 2007 transfer was made.  The 2007 Loans and the liens
securing those Loans were undertaken to resolve the claims of the
Transeastern Lenders against TOUSA, Inc. and TOUSA Homes LP under
the Transeastern Settlement.  All parties to the July 2007
Transaction understood that the Senior Transeastern Lenders would
immediately receive more than $421 million of the loan proceeds.
Against this backdrop, Judge Olson held, the Committee has
established that it may recover from the Senior Transeastern
Lenders the value of the liens granted to the First and Second
Lien Lenders at the time of the transfer on July 31, 2007.  The
Senior Transeastern Lenders, the Court ruled, are not entitled to
recoupment to reduce the recovery to which the Conveying
Subsidiaries are entitled because those entities had and have no
obligations or duties to the Senior Transeastern Lenders.

Under the circumstances, Judge Olson opined that the payment to
the Senior Transeastern Lenders was a fraudulent transfer under
Section 548(a).  "There can be no serious doubt that if the
Conveying Subsidiaries had retained the borrowed funds, rather
than transferring those funds to the Senior Transeastern Lenders,
those funds would have been included within the Debtors' estates
when the petition was filed, thus ensuring that those funds,
along with other property of the Debtors, would be available to
creditors," he elaborated.  Thus, since the payment of the Senior
Transeastern Lenders was a transfer avoidable pursuant to Section
548, Section 550(a)(1) permits the Conveying Subsidiaries to
recover payments made to the Senior Transeastern Lenders, the
Court held.

As part of the July 2007 Transaction, the Debtors granted liens
on "general intangibles" to the First and Second Lien Lenders.
Similar liens were granted to the Revolver Lenders to secure
loans under the Second Amended Revolver Agreement executed on
July 31, 2007.  The date on which the Debtors "acquired rights
in" the federal income tax refund was January 1, 2008,
immediately after completion of the 2007 tax year.  Thus, Judge
Olson noted, the transfer occurred within the 90-day preference
period under Section 547(b)(4)(A), at a time when the Debtors
were presumed to have been insolvent.  He added that the transfer
was made to or for the benefit of the First and Second Lien
Lenders and the Revolver Lenders under Section 547(b)(1) on
account of the First and Second Lien Term Loans and the Revolver
Loans.  Based on the Liquidation Analysis appended to the
Debtors' November 12, 2008 Disclosure Statement, the net proceeds
of a high recovery were estimated to be $348,967,000; net
proceeds of a midpoint recovery were estimated to be
$258,143,000; net proceeds of a low recovery were estimated to be
$167,320,000.

If the First Lien creditors had not obtained liens on the tax
refund, they would have nearly $326 million in secured
claims, but the Debtors' estates would have only $141 million to
which their liens could attach -- assuming the highest of the
three estimates of net recovery offered in the Liquidation
Analysis, the Court pointed out.  "This analysis makes clear that
the liens on the tax refund, if not avoided, would enable the
First Lien creditors to recover more than they would receive if
(a) the case is a case under Chapter 7 of the Bankruptcy Code;
(b) the transfer had not been made; and (c) creditor received
payment of debt to the extent provided by the provisions of the
Bankruptcy Code," Judge Olson said.  "Thus, the Committee has
satisfied the requirements for avoiding the liens on the tax
refund pursuant to Section 547(b)," he averred.

Thus, pursuant to Sections 544 and 548 and under applicable New
York and Florida fraudulent transfer law, Judge Olson declared
that these obligations are avoided and related claims are
disallowed:

  -- All obligations of the Conveying Subsidiaries to the First
     and Second Lien Lenders arising from the July 2007
     Transaction;

  -- All claims of the First and Second Lien Lenders asserted or
     assertable against the Conveying Subsidiaries; and

  -- All liens granted by the Conveying Subsidiaries to secure
     those obligations and claims.

Pursuant to Section 550 and under applicable New York and Florida
fraudulent transfer law, Judge Olson ordered:

  (1) the First and Second Lien Lenders to disgorge to the
      Conveying Subsidiaries' estates any and all principal,
      interest, costs, expenses and other fees paid to the First
      and Second Lien Lenders' asserted claims or obligations
      against the Conveying Subsidiaries' estates.  All
      Disgorged Payments are to be wired into a Disgorgement
      Account on or before October 23, 2009; and

  (2) the Senior Transeastern Lenders to disgorge to the
      Conveying Subsidiaries' estates $403 million in principal
      amount, plus prejudgment interest, with those amounts to
      be wired into the Disgorgement Account on or before
      October 23, 2009.  The Senior Transeastern Lenders are
      also directed to disgorge prejudgment interest on the
      Senior Transeastern Disgorged Funds at the rate of the 9%
      per year, simple interest, for the period between July 31,
      2007 and October 13, 2009.

The Senior Transeastern Disgorged Funds will be distributed first
to the Conveying Subsidiaries on account of (i) transaction costs
incurred in connection with the consummation of the July 2007
Transaction; (ii) the costs incurred by the Debtors and the
Committee in connection with prosecuting the Committee Action,
including fees and expenses paid to attorneys, advisors, and
experts; and (iii) the diminution in the value of the liens
between July 31, 2007 and the date of the judgment in the
Committee Action, with any remaining funds to be distributed to
the First and Second Lien Lenders.

To permit estimation of the diminution in value of the liens
between July 31, 2007 and October 13, 2009, Judge Olson directs
the Debtors to produce on or before November 5, 2009, an
accounting of the value of the remaining assets of the Conveying
Subsidiaries that were subject to the avoided liens.

The Senior Transeastern Lenders may file a proof of claim against
TOUSA Inc. and TOUSA Homes L.P., provided that the proof of claim
must be filed by November 13, 2009.  If timely filed, the claim
will be allowed or disallowed in connection with the Debtors'
ongoing Chapter 11 cases.

Pursuant to Section 547(b), Judge Olson ruled that all liens
granted by the Conveying Subsidiaries, TOUSA Inc. and TOUSA Homes
LP on the federal tax refund of $207.3 million are avoided.  All
funds paid to the First Lien Lenders from the tax refund will be
disgorged to the Debtors, together with interest at the rate of
9% per year, simple interest, for the period between the date of
payment and October 13, 2009.

Judge Olson will conduct a status conference in the Committee
Action on October 26, 2009.

A full-text copy of Judge Olson's 182-page Findings of Fact and
Conclusions of Law dated October 13, 2009, is available for free
at http://bankrupt.com/misc/TOUSA_JudgeOlsonOct13Findings.pdf

                         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)


TRICO MARINE: S&P Assigns Corporate Credit Rating at 'CCC'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'CCC'
corporate credit rating to oilfield services provider Trico Marine
Services Inc. and its indirect foreign subsidiary Trico Supply AS.
At the same time, Standard & Poor's placed these ratings on
CreditWatch with developing implications.

In addition, Standard & Poor's assigned Trico Shipping AS's
proposed $400 million senior secured notes offering a proposed
'B-' issue-level rating and a '2' recovery rating, indicating
expectations of meaningful (50%-70%) recovery in the event of
default.  Trico Marine plans to use the proceeds from the
transaction to repay the debt of Trico Supply and its various
subsidiaries.

Standard & Poor's also assigned its 'CCC-' issue-level rating and
'5' recovery rating to Trico Marine's existing $202.8 million
8.125% senior convertible notes and a 'CC' issue-level rating and
'6' recovery rating to its existing $150 million 3% senior
convertible debentures.  In addition, Standard & Poor's placed its
ratings on these convertible notes on CreditWatch with developing
implications.

"The ratings on Woodlands, Texas-based Trico Marine and its
Norway-based subsidiary Trico Supply reflect the companies'
position as oilfield services providers in a cyclical and highly
competitive industry, S&P's expectations of generally weak
industry conditions, the companies' very high debt leverage
measures, and looming liquidity concerns," said Standard & Poor's
credit analyst Paul Harvey.

Given the interrelated nature of the relationship between Trico
Marine and Trico Supply and the lack of ringfencing, S&P links the
two corporate credit ratings together and assign Trico Supply the
same corporate credit rating as Trico Marine.

When ratings are on CreditWatch with developing implications, it
means S&P could raise, lower, or affirm.  If the company
successfully completes its proposed $400 million senior notes
offering and related transactions, S&P will raise the corporate
credit ratings of Trico Marine and Trico Supply to 'CCC+' and the
ratings of the $202.8 million and $150 million convertible bonds
to 'CCC' and to 'CCC-', respectively.  In the event the
transaction is unsuccessful, S&P will lower the corporate credit
ratings to 'CCC-', assign a negative outlook, and downgrade the
convertibles to 'CC' and 'C', respectively.


TRINITY CHRISTIAN SCHOOL: Files in Chapter 11 in West Virginia
--------------------------------------------------------------
Trinity Christian School filed a Chapter 11 petition on Oct. 15 in
Clarksburg, West Virginia (Bankr. N.D. W. Va. Case No. 09-02324).

The Company listed assets of $3.5 million against debt totaling
$26.5 million.  The secured creditor is Fifth Third Bank, owed
$8.8 million on the guarantee of a school bond.

Trinity Christian School is located in Morgantown, West Virginia.
The school has 330 students from kindergarten through 12th grade
on a 37-acre campus, the Web site says.


TRIPLE CROWN: Cancels Unsold Shares Issuable Under Incentive Plans
------------------------------------------------------------------
Triple Crown Media, Inc., has filed with the Securities and
Exchange Commission Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (No. 333-131075) -- which
became effective on January 17, 2006, pertaining to the
registration of 1,000,000 shares of the Company's common stock
issuable under the Triple Crown Media, Inc. 2005 Long-Term
Incentive Plan, the Bull Run Corporation Amended and Restated 1994
Long Term Incentive Plan, and the Bull Run Corporation Non-
Employees Directors' 1994 Stock Option Plan -- to terminate the
effectiveness of the Registration Statement and to deregister all
unsold shares of common stock of the Company, the sale of which
was registered under the Registration Statement, as of October 16,
2009.

                       About Triple Crown

Triple Crown Media, Inc., derives revenue from its Newspaper
Publishing operations.  The Company's Newspaper Publishing
operations derive revenue primarily from three sources: retail
advertising, circulation and classified advertising.  TCM's
Newspaper Publishing operations' advertising revenues are
primarily generated from local advertising.  TCM sold its GrayLink
Wireless segment on June 22, 2007.  The Company sold its Host
Collegiate Marketing segment and Host Association Management
Services segment on November 15, 2007.  TCM's sole remaining
operating segment consists of its Newspaper Publishing business.
This consists of the ownership and operation of six daily
newspapers and one weekly newspaper with a total daily circulation
as of June 30, 2008, of approximately 95,200 and a total Sunday
circulation as of June 30, 2008, of approximately 131,850.  Its
newspapers are characterized by their focus on the coverage of
local news and local sports.

Triple Crown Media Inc., together with affiliates, filed for
Chapter 11 on Sept. 14 (Bankr. D. Del. Case No. 09-13181).
Attorneys at Morris, Nichols, Arsht & Tunnel, represent the
Debtors in their restructuring effort.

Triple Crown had assets of $36,431,000 against debts of
$88,296,000 as of March 31, 2009.


TROPICANA ENT: Adamar of NJ Proposes Claims Objection Protocol
--------------------------------------------------------------
Adamar of New Jersey, Inc., doing business as Tropicana Casino and
Resort, and its affiliate, Manchester Mall, Inc., ask the Court to
establish uniform procedures for objecting to claims.

As previously reported, on June 12, 2009, the Court entered a
Sale Order, (i) approving a credit bid asset purchase agreement
involving the New Jersey Debtors' assets, (ii) approving the sale
of substantially all the New Jersey Debtors' assets, free and
clear of all liens, claims, encumbrances and interests, and (iii)
authorizing the assumption and assignment of executory contracts,
unexpired leases and collective bargaining agreements related to
the Asset Sale.

In connection with the APA, the New Jersey Debtors' prepetition
lenders have agreed to the Debtors' payment of certain enumerated
claims.  To foster the estimation of the dollar amount of the
claims they are authorized to pay in connection with the closing
of the sale, the New Jersey Debtors commenced a review of all
non-general unsecured claims filed as of the Bar Date.  In this
light, the New Jersey Debtors believe that objections to certain
improper claims will have to be made, according to Ilana Volkov,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, New Jersey.

                      Proposed Procedures

The New Jersey Debtors propose these procedures to govern the
process of objecting to disputed claims:

  (a) The New Jersey Debtors will periodically file omnibus
      objections and will supplement each Omnibus Objection with
      particularized notices of objection to the specific
      persons identified on each relevant proof of claim.

      For claims that have been transferred, a Notice will be
      provided only to the person or persons listed as being the
      owner of the clam on the New Jersey Debtors' claims
      register as of the date the objection is filed.

  (b) The Notices will include a copy of the relevant Omnibus
      Objection and will identify, among other things, (1) the
      particular claim or claims that are subject of the Omnibus
      Objection, (2) the basis for the objection, (3) the
      proposed treatment of the claim, and (4) notify the
      claimant of the steps that must be taken to contest the
      objection.  The Notice will otherwise comply with the
      Bankruptcy Rules.

  (c) The deadline for filing any response to an Omnibus
      Objection and serving it on the New Jersey Debtors'
      counsel will be seven days before the return date of the
      applicable hearing.

  (d) As soon as practicable after the Response Deadline, the
      New Jersey Debtors will submit to the Court a letter
      enclosing a proposed order sustaining the objections to
      each claim for which a written response was not timely
      filed and served.  An order may be entered by the Court
      without further hearing or notice.

  (e) Each contested claim to which a response to the Omnibus
      Objection was properly filed and served will constitute a
      separate contested matter.  The New Jersey Debtors will be
      required to file and serve any reply at least two calendar
      days before the return of the applicable hearing.

  (f) The filing of a response or reply with respect to a claim
      will not delay the entry of an order sustaining objections
      to claims for which written responses were not timely
      filed and served.

Ms. Volkov asserts that the New Jersey Debtors' use of Omnibus
Objections to consolidate multiple objections to groups of claims
into single pleadings will save the New Jersey Debtors' estates
substantial administrative expenses, and will increase the
efficiency within which the claims process would be administered.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: NJ Debtors Propose Revised Deal to Sell Assets
-------------------------------------------------------------
Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and
Rules 2002, 6004, 6006, 7062, 9007 and 9014 of the Federal Rules
of Bankruptcy Procedure, Adamar of New Jersey, Inc., doing
business as Tropicana Casino and Resort, and its affiliate,
Manchester Mall, Inc., ask the Court to approve an amended and
restated version of the Agreement on the sale of substantially all
of their assets, free and clear of all liens, claims,
encumbrances, and interests.  The New Jersey Debtors also seek the
Court's authority to assume and assign certain executory contracts
and unexpired leases related to the Asset Sale.

As previously disclosed the New Jersey Debtors, Justice Gary S.
Stein, the TE Debtors -- Aztar Corporation and Tropicana
Entertainment, LLC -- Ramada New Jersey Holdings Corporation,
Atlantic-Deauville, Inc., Adamar Garage Corporation, Ramada New
Jersey, Inc., and Credit Suisse as the OpCo Agent entered into an
Asset Purchase Agreement on April 29, 2009.  The Court has
approved the Original Agreement and the Original Sale Motion.

However, shortly after the Original Agreement was approved, the
steering committee of the OpCo Lenders requested that the Sellers
-- Tropicana Entertainment, Ramada Holdings, Atlantic-Deauville,
Adamar Garage, Ramada New Jersey, the New Jersey Debtors, and
Justice Stein -- amend and restate the Original Agreement to
enable the OpCo Lenders to effectuate a "G Reorganization"
pursuant to Section 368(a)(1)(G) of the Internal Revenue Code,
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Hackensack, New Jersey, relates.

The OpCo Lenders are comprised of Carl Icahn and other investors.
They already have control of the group of Tropicana entities
owning casinos and resorts in Atlantic City, New Jersey and
Evansville, Indiana.

The primary benefit of a "G Reorganization" is that a business
can be acquired with a historic tax basis rather than a tax basis
determined by reference to the amount of a credit bid.  A
"G Reorganization" by definition is a transfer by a corporation
of all or part of its assets to another corporation in a Title 11
or similar case; but only if, in pursuance of the
reorganizational plan, stock or securities of the corporation to
which the assets are transferred are distributed in a transaction
which qualifies under Section 354, 355 or 356 of the Internal
Revenue Code, Mr. Sirota explains.

                       Amended Agreement

Following extensive negotiations, the parties have agreed on the
terms of an Amended and Restated Purchase Agreement.

The OpCo Agent also advised the New Jersey Debtors that, upon the
direction of "Required Lenders" and on behalf of the Secured
Parties, it will designate Reorganized Tropicana; "Newco," an
unspecified direct wholly owned subsidiary of Reorganized
Tropicana; and "Newco Sub," an unspecified direct wholly owned
subsidiary of Newco -- Specified Parties -- as the "Buyer" under
the Original Agreement, according to Mr. Sirota.  Rather than
executing a joinder to the Original Agreement, the Specified
Parties will be signing the Amended Agreement, he notes.

Mr. Sirota informs the Court that the material modifications to
the Original Agreement are:

  (a) The New Jersey Debtors will sell all their rights, title
      and interest in and to the Company Assets to Reorganized
      Tropicana which, in turn, will direct the New Jersey
      Debtors to transfer, assign, convey and deliver the
      Company Assets to Newco.

      As set forth in the Original Agreement and the Amended
      Agreement, the Non-Conservatorship Sellers will sell,
      transfer, assign, convey and deliver the remaining
      Acquired Assets to Newco Sub.  The transfers of the
      Acquired Assets will be free and clear of Encumbrances,
      except for certain Permitted Encumbrances.

  (b) In exchange for the sale, transfer, assignment, conveyance
      and delivery of the Acquired Assets to the applicable
      Specified Party, each Seller will receive a specified
      number of shares of Reorganized Tropicana Stock.

      In turn, each Seller will sell, transfer and deliver the
      Reorganized Tropicana Stock to be received by the Seller
      to the Secured Parties, free and clear of all Encumbrances
      and adverse claims, in exchange for which the OpCo Agent,
      on behalf of the Secured Parties and at the direction of
      the Required Lenders, will surrender $200,000,000 of the
      principal amount of the obligations secured by the
      Original Collateral Agreement.

  (c) The Sellers are not obligated to pay Cure Amounts relating
      to Intercompany Obligations.

A blacklined copy of the Amended Agreement is available for free
at http://bankrupt.com/misc/TropiA_AmendedAPA100709.pdf

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: NJ Debtors Propose Lift Stay for Insurance Payment
-----------------------------------------------------------------
Adamar of New Jersey, Inc., doing business as Tropicana Casino and
Resort, and its affiliate, Manchester Mall, Inc., ask the Court to
lift the automatic stay, to the extent applicable, to permit
Lexington Insurance Company to discharge its obligations under a
directors and officers insurance policy to retired New Jersey
Supreme Court Justice Gary S. Stein, conservator of Adamar of New
Jersey, Inc., with respect to an action commenced by William and
Caroline Edwards against Adamar, Justice Stein, Tama Hughes, Mark
Giannantonio, the New Jersey Casino Control Commission, and Linda
Kassekert in the Superior Court of New Jersey, Law Division -
Atlantic County, captioned "Edwards v. Adamar, et al.," Docket No.
ATL-L-001474/09.

The Edwards State Court Action alleges a total of 24 counts
against the parties based on charges, including contract, implied
contract, negligence, tort, breach of fiduciary duty, and
violations of New Jersey law regarding the requirement that an
independent audit committee oversee casino operations.  The
Edwardses seek compensatory and punitive damages, injunctive
relief, and costs and attorneys' fees under the State Court
Action.

The Court, on July 23, 2009, entered an order preliminary
enjoining the Edwardses from proceeding in the State Court Action
until the earlier of the closing of the New Jersey Debtors'
Section 363 sale of assets or October 31, 2009.

Effective as of December 12, 2007, Adamar purchase a D&O Policy
under which Justice Stein is an "Insured Person."  Lexington has
advised Justice Stein that the claim he made under the D&O Policy
with respect to the Edwards State Court Action is covered under
that Policy.  However, Lexington has requested that the New
Jersey Debtors obtain a Court order confirming that its
advancement and payment of defense costs as well as any damages,
settlements, or judgments entered in the Edwards State Court
Action does not violate the automatic stay, to the extent
applicable, Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Hackensack, New Jersey, relates.

Ms. Volkov adds that since the D&O Policy only provides coverage
to Justice Stein, proceeds of the Policy are not property of the
estate under Section 541 of the Bankruptcy Code because the New
Jersey Debtors have no interest in them.

To the extent the Preliminary Injunction is not extended beyond
October 31, 2009, thereby requiring Justice Stein and the other
parties to respond to the State Court Action, Justice Stein will
proceed with his rights under the D&O Policy, including with
respect to the payment of Defense Costs, Ms. Volkov says.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


UAL CORP: May Be Fined $3.8 Mil. for Maintenance Violations
-----------------------------------------------------------
The Federal Aviation Administration disclosed in a statement
dated October 14, 2009, that it is proposing a $3.8 million civil
penalty against United Air Lines, Inc. for allegedly operating
one of its Boeing 737 aircraft on more than 200 flights after the
carrier had violated its own maintenance procedures on one of the
plane's engines.

On April 28, 2008, a United 737 returned to Denver after shutting
down an engine due to low oil pressure indications.  During
teardown of the engine a week later, United mechanics found that
two shop towels, instead of required protective caps, had been
used to cover openings in the oil sump area when maintenance was
done in December 2007.  As a result of United's failure to follow
its maintenance procedures, between February 10 and April 28,
2008 it flew the aircraft on more than 200 revenue flights when
it was not in an airworthy condition.

United's maintenance procedures specifically require use of
protective caps or covers on all components that could be
adversely affected by entry of foreign materials.

United has 30 days from the receipt of the civil penalty letter
to respond to the FAA.

                          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)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services


UAL CORP: Settles With Los Angeles on Revenue Bonds
---------------------------------------------------
United Air Lines, Inc., asks the Court to approve a settlement
agreement it entered into with the city of Los Angeles, acting by
and through the Board of Airport Commissioners of its Department
of Airports, and UMB Bank, N.A., as successor trustee for a
$25,000,000 in remaining principal outstanding Adjustable-Rate
Facilities Lease Refunding Revenue Bonds, issue of 1984 and
$34,390,000 in remaining principal outstanding 6.785% Facilities
Lease Refunding Revenue Bonds, issue of 1992.

The Regional Airports Improvement Corporation and Crocker
National Bank as precedessor trustee to UMB Bank entered into
indentures regarding the Bonds in 1982, 1984 and 1992.  United
had obligations to repay the Bonds to UMB Bank, which represents
holders of the LAX Bonds.  United and RAIC also entered into a
partial assignment and a facilities sublease involving portions
of a Lease between the City and United covering termination
facilities at Terminals 7 and 8 at Los Angeles International
Airport.  UMB Bank was given a security interest in the portion
of the Terminal Lease covered by the Partial Assignment and
Facilities Sublease.  In November 2002, United and U.S. Bank,
N.A., as indenture trustee and predecessor to UMB Bank, entered
into a Prepaid Capital Lease Rental Credit Escrow Agreement,
wherein a trust fund was created for the benefit of the Holders
of the Bonds.  The City paid $19,852,109 into the Escrow Fund.
As of October 1, 2009, the total amount of cash in the Escrow
Fund was $22,227,464.

UMB Bank has asserted various claims against United individually
and on behalf of the holders of the LAX Bond.  RAIC has asserted
various claims against United, including its rights to receive
Additional Rent, and has assigned its claims to UMB Bank.
United has asserted various claims against UMB Bank.  The City
filed an adversary action No. 06-A-698 after it was denied leave
to intervene in the preference action in adversary case no. 05-A-
1884 to preserve its rights vis-a-vis the Escrow Fund if United
succeeded in avoiding or undoing the escrow.  In May 2009, the
United States Court of Appeals for the Seventh Circuit held that
UMB Bank's claim for the $59,390,000 principal sum of the LAX
Bonds was fully secured.

The central remaining disputes concerning the LAX Bond Claims are
UMB Bank's claims for postpetition and post-Effective Date
interest on its allowed secured claim, pending before the United
States Bankruptcy Court for the Northern District of Illinois on
remand from the Seventh Circuit's reversal of the Bankruptcy
Court's decision with respect to the valuation of UMB Bank's
security interest in a portion of the Terminal Lease.  Thus, to
resolve those disputes, United, the City, and UMB Bank engaged in
arm's-length negotiations and entered into the Settlement
Agreement.   The salient terms of the Settlement Agreement are:

* United and the City have agreed to provide to UMB Bank, in
   full and final satisfaction of United's obligations to UMB
   Bank on account of the LAX Bond Claims, and in exchange for
   a full and complete release of all of United's obligations
   to UMB Bank, the RAIC, the City and any holders of LAX Bonds
   under the Debtors' Second Amended Joint Plan of
   Reorganization or related to the LAX Bonds or LAX Bond
   Claims, this consideration:

   -- United will make a cash payment equal to the liquidation
      price obtained from the liquidation of 579,348 common
      shares of UAL Corp. 's stock reserved for UMB Bank's
      unsecured claims for the benefit of the holders of LAX
      Bonds;

  --  when the order approving the Settlement Order becomes
      final, United and the City will be deemed to have released
      all of their claims against or related to the Escrow Fund
      and the Escrow Agreement, and the amounts in the Escrow
      Fund will be released to UMB Bank for application to the
      payment of principal, interest and UMB Bank's expenses
      related to the Bonds in accordance with the Indentures;
      and

   -- after entry of the Settlement Agreement Order, and final
      approval of the Board of Airport Commissioners and the Los
      Angeles City Council of an Amended and Restated Terminal
      Lease between the City and United, the City will make a
      cash payment of (x) $75,000,000, minus (y) the United
      Payment, and minus (z) the Escrow Payment, up to a maximum
      City Payment of $52,732,724, and the City Payment will not
      be less than an amount sufficient to ensure that UMB Bank
      has received a total of $75,000,000.

* As additional consideration for the City Payment, United has
   agreed to enter into the Amended and Restated Terminal Lease,
   which will alter United's and the City's rights and
   obligations with respect to United's use of certain portions
   of Los Angeles International Airport.

Micah E. Marcus, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, asserts that by entering into the Settlement Agreement,
United will be relieved of a prospective obligation to the
Holders of the Bonds exceeding $94,000,000, including claims
for principal debt, fees and expenses, postpetition and post-
effective date interest, and other issues.  While United disputes
UMB Bank's entitlement to all of its asserted claims, United's
probability of success in unnecessary and protracted litigation
is uncertain, he points out.  Litigation over those issues would
only be counterproductive, he adds. In light of the potential
costs and expenses of the litigation, as well as the claims
alleged by UMB Bank, the Settlement Agreement is reasonable, he
maintains.

The Court will consider the Settlement Agreement Motion on
November 10, 2009.  Objections are due November 3.

                          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)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services


UAL CORP: Will Release Third Quarter 2009 Results Today
-------------------------------------------------------
UAL Corporation (Nasdaq: UAUA), the holding company whose primary
subsidiary is United Airlines, announced that the company will
release its third quarter 2009 financial results on Oct. 20, 2009,
and hold its financial conference call that day at 2:00 p.m. EDT.
A live, listen-only webcast will be available on the Investor
Relations section of united.com (http://www.united.com/ir).

The webcast will be archived on the website until the release of
the company's fourth quarter 2009 financial results.

                          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)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services


VELOCITY EXPRESS: Wants to Hire PWC as Financial Advisor
--------------------------------------------------------
Velocity Express Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ PricewaterhouseCooper LLP as their financial advisor:

The firm has agreed to provide:

   a) advice and assistance with management's development of
      revised cash flow projections and business restructuring
      plans, including related financial forecasts and perform
      sensitivity analyses on the Debtors forecasts and
      assumptions;

   b) advice and analyses relating to any proposed asset sales and
      other proposed transactions;

   c) advice and assistance to management in its negotiations with
      lenders regarding DIP and exit financing facilities;

   d) investigate and report of the facts regarding Velocity pre-
      petition acts, conducts, assets and liabilities, including
      preference and fraudulent conveyance analysis; and

   e) advice and assistance on improvements to Velocity project
      management of the "working group" professionals that are
      assisting Velocity in the reorganization process or that are
      working for other stakeholders to improve coordination of
      their effort and individual work product to be consistent
      with the Velocity overall restructuring goals.

The firm's standard hourly rates are:

      Partners/Managing Directors       $650-$780
      Director/Manager                  $450-$550
      Senior Associate/Associate        $250-$350
      Paraprofessional Staff            $200

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

                      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.


VIRGIN MEDIA: Seeks Amendments to Senior Facilities Agreement
-------------------------------------------------------------
Virgin Media Inc. on October 16 said that it is seeking the
consent of its senior lenders to make certain amendments to its
senior facilities agreement, under which the principal amount of
outstanding debt is GBP3.1 billion.  These amendments will provide
Virgin Media with additional financial flexibility and further
strengthen its capital structure.

The proposed amendments will support the refinancing of the
existing senior bank debt over time by facilitating the reduction
of the principal outstanding amount of senior bank debt to be
refinanced.  The principal aim of the proposed amendments to
Virgin Media's senior facilities agreement is to permit the
issuance of senior secured bonds which rank on a pari passu basis
with the existing senior bank facilities, in order to refinance
part of the existing senior bank facilities and diversify the
sources of funding available to Virgin Media.  Virgin Media's top
ten relationship banks have unanimously confirmed their support
for the proposed amendments.

Neil Berkett, Chief Executive Officer of Virgin Media, said,
"The proactive management of our capital structure has been
reflected by the continued market confidence in our business.  The
amendments to our senior facilities will further enhance our
financial flexibility and allow management to focus on enhancing
our operations while continuing to grow the business and generate
sustained cash flow."

The proposed amendments require the consent of two-thirds of all
lenders under the senior facilities agreement.  The deadline for
lenders to respond to the amendment request is October 30, 2009.

Virgin Media propose to pay a consent fee of 25 bps to each lender
that provides its consent to the proposed amendments.

                       About Virgin Media

Headquartered in London, England, Virgin Media Inc. --
http://www.virginmedia.com/-- is a United Kingdom-based
entertainment and communications business.  Virgin Media is a
residential broadband and mobile virtual network operator, and a
provider in the United Kingdom of pay television and fixed-line
telephone services.  Virgin Media manages its business through
three segments: Cable, Mobile and Content.  The Cable segment
includes the distribution of television programming over the
Company's cable network, and the provision of broadband and fixed-
line telephone services to consumers, businesses and public sector
organizations.  The Mobile segment includes the provision of
mobile telephone services under the name Virgin Mobile to
consumers over cellular networks owned by third parties.  The
Company's Content segment includes the operations of its United
Kingdom television channels, such as Virgin1, Living and Bravo's
portfolio of retail television channels.  In April 2009, Virgin
Media Inc. announced that AURELIUS AG has acquired sit-up Ltd.


VITESSE SEMICONDUCTOR: Lender Talks Go On; Forbearance Extended
---------------------------------------------------------------
Vitesse Semiconductor Corporation has extended the date of the
forbearance agreements with the holders of more than 98.8% of its
1.5% Convertible Subordinated Debentures due 2024 and with the
holder of Vitesse's $30.0 million senior secured loan.

The forbearance agreements extend the time for Vitesse to
negotiate a restructuring of its indebtedness.  Under the terms of
the forbearance agreements, the holders of more than 98.8% of the
2024 Debentures and the lenders for the senior secured loan have
agreed to forbear from pursuing any remedies with respect to the
collection of the 2024 Debentures or the senior secured loan until
12:00 pm (EDT) on October 16, 2009.

Vitesse and the holders of the 2024 Debentures and the lenders of
the senior secured loan are actively negotiating the terms of a
potential restructuring arrangement of the 2024 Debentures and the
senior secured loan with the objective of reaching agreement by
the end of the forbearance period.  Vitesse has agreed to pay the
forbearing holders of the 2024 Debentures interest at the annual
rate of 15.0% for the period from October 1, 2009, to the end of
the forbearance period, subject to the right to have the
forbearance interest waived under certain conditions.

Any restructuring arrangement of Vitesse's 2024 Debentures and
senior secured loan is subject to negotiation and execution of
definitive agreements.  Until the definitive agreements are
negotiated in their entirety and executed, there can be no
assurance that any debt restructuring will be completed by the end
of the forbearance period or at all.  In the event that Vitesse is
not able to successfully negotiate and complete a debt
restructuring, Vitesse intends to explore all other restructuring
and reorganization alternatives.

The Forbearing Debenture Holders include Whitebox Advisors, LLC,
AQR Absolute Return Master Account, L.P., CNH Master Account,
L.P., Aristeia International Limited, Aristeia Partners, L.P.,
Linden Capital L.P., Empyrean Capital Fund, LP, Empyrean Capital
Overseas Fund, LTD, and ABN AMRO Bank N.V.

Pursuant to the Forbearance Extension Agreements, the Forbearing
Debenture Holders agreed to refrain from enforcing their rights
and remedies under the debentures and the Indenture governing
these convertible debentures, dated as of September 22, 2004,
between Vitesse and U.S. Bank National Association for the
duration of the extended forbearance period, which runs from
October 9, 2009, through 12:00 noon (EDT) on October 16, 2009.

Pursuant to the Indenture, the Company has issued 2024 Notes in
principal amount of $96,700,000.

The extended forbearance period will end earlier if the Company
fails to comply with its covenants in the forbearance agreements
or if the Company commences voluntary bankruptcy, insolvency,
reorganization or other similar proceedings or any similar non-
voluntary case or proceeding regarding the Company is commenced.

                    Second Forbearance Agreement

Effective October 9, the Company entered into a second forbearance
agreement with Whitebox VSC, Ltd., as agent under the Loan
Agreement among the Company, the agent and the lenders from time
to time parties thereto dated as of August 23, 2007.  Pursuant to
the Second Forbearance Agreement, the lenders of the senior
secured loan pursuant to the Loan Agreement agree to refrain from
enforcing their rights and remedies under the Loan Agreement for
the duration of a second forbearance period, which runs from
October 9, 2009, through 12:00 noon (EST) on October 16, 2009.
The forbearance period will end earlier if the extended
forbearance period applicable to the Forbearing Debenture Holders
ends or if the Company fails to comply with its covenants in the
forbearance agreement or if the Company commences voluntary
bankruptcy, insolvency, reorganization or other similar
proceedings or any similar non-voluntary case or proceeding
regarding the Company is commenced.

                    About Vitesse Semiconductor

Vitesse Semiconductor Corporation (Pink Sheets: VTSS) --
http://www.vitesse.com/-- designs, develops and markets a diverse
portfolio of high-performance, cost-competitive semiconductor
solutions for Carrier and Enterprise networks worldwide.
Engineering excellence and dedicated customer service distinguish
Vitesse as an industry leader in Gigabit Ethernet, Ethernet-over-
SONET, Optical Transport, and other applications. Additional
company and product information is available at

Vitesse is a registered trademark in the United States and/or
other jurisdictions of Vitesse Semiconductor Corporation.  All
other trademarks or registered trademarks mentioned herein are the
property of their respective holders.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.


VITESSE SEMICONDUCTOR: Reinstates Execs' Annual Base Salaries
-------------------------------------------------------------
Vitesse Semiconductor Corporation recalls that in February 2009,
Christopher Gardner, the Company's Chief Executive Officer, agreed
to a temporary 20% reduction in his base salary.  The Company also
entered into agreements with Richard Yonker, the Company's Chief
Financial Officer, Martin Nuss, the Company Chief Technical
Officer, and Michael Green, the Company's Vice President, General
Counsel and Secretary, for temporary 10% reductions in their base
salaries.  These temporary salary reductions were agreed to as
part of the Company's expense reduction initiative and were
contemporaneous with a temporary reduction of salaries for all
employees through the end of fiscal year 2009, ended September 30,
2009.

Vitesse Semiconductor says on October 1, 2009, the salaries of the
Company's employees other than Messrs. Gardner, Yonker, Nuss and
Green were reinstated to the same levels as in effect prior to the
reduction.

On October 12, 2009, the Compensation Committee of the Company's
Board of Directors reinstated the annual base salaries of Messrs.
Gardner, Yonker, Nuss and Green to the same level as in effect
prior to the reduction.  The reinstatement will be effective on a
retroactive basis to October 1, 2009.

Following the reinstatement, the annual base salary for each of
the executive officers will be:

                                          Reinstated Annual
     Name and Position                       Base Salary
     -----------------                    -----------------
     Christopher Gardner,                      $350,000
     Chief Executive Officer

     Richard Yonker,                           $275,000
     Chief Financial Officer

     Martin Nuss,                              $220,000
     Chief Technical Officer

     Michael Green, Vice President,            $220,000
     General Counsel and Secretary

                    About Vitesse Semiconductor

Vitesse Semiconductor Corporation (Pink Sheets: VTSS) --
http://www.vitesse.com/-- designs, develops and markets a diverse
portfolio of high-performance, cost-competitive semiconductor
solutions for Carrier and Enterprise networks worldwide.
Engineering excellence and dedicated customer service distinguish
Vitesse as an industry leader in Gigabit Ethernet, Ethernet-over-
SONET, Optical Transport, and other applications.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.


WATERFORD GAMING: $200 Mil. Note Issues Won't Move Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service said Waterford Gaming, LLC.'s and
Waterford Gaming Finance Corp.'s (co-issuer) ratings and negative
outlook are not affected by Mohegan Tribal Gaming Authority's
announcement that it plans to issue $200 million of second lien
notes due 2017.  However, upon closing of this transaction and the
completion of the amendment to the leverage covenants in MTGA's
bank loan agreement, Waterford's ratings outlook could return to
stable.

Moody's last rating action for Waterford occurred on May 1, 2009,
when its corporate family rating and probability of default rating
were downgraded to Caa2 and Caa1, respectively.

Waterford is a special purpose company formed solely for the
purpose of holding a 50% partnership interest, as a general
partner, in TCA, a Connecticut general partnership and the manager
(until January 1, 2000) and developer of the Mohegan Sun casino
located in Uncasville, CT.  The Mohegan Sun casino is owned and
operated by MTGA.


WCI COMMUNITIES: Court OKs Sale of Singer Island Resort to Urgo
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
WCI Communities, Inc., and its debtor-affiliates to sell its
Resort at Singer Island in Palm Beach County, Florida, to Urgo
Hotels pursuant to Section 363 of the Bankruptcy Code.

Urgo agreed to purchase (i) a mixed-used building which included a
hotel, a hotel condominium, a residential condominium, a spa and a
restaurant, and certain personal property; and (ii) the units,
free and clear of liens, claims and encumbrances and interests.

Pursuant to the terms of the purchase agreement, Urgo will
purchase the property in its "as is" condition for $7.1 million.

The closing will take place on the later of (i) Oct. 30, 2009, or
(ii) the first business day that is 11 days after 9a) receipt of
the Bankruptcy Court Approval for the transactions and (b)
approval of the agreements by the seller's board of directors,
commencing at 12:00 p.m. at the offices of the seller in Bonita
Springs or the offices of Escrow agent in Miami, Florida or via
overnight delivery.

                       About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets: WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company
with more than 50 years' experience in the design, construction
and operation of leisure-oriented, amenity rich master-planned
communities.  It has operations in Florida, New York, New Jersey,
Connecticut, Virginia and Maryland.  The Company directly employs
approximately 1,170 people, as well as approximately 1,800 sales
representatives as independent contractors.

The Company and 126 of its affiliates filed for Chapter 11
protection on August 4, 2008 (Bankr. D. Del. Lead Case No.
08-11643 through 08-11770).  On July 1, 2009, debtor-affiliates
WCI 2009 Corporation, WCI 2009 Management, LLC and WCI 2009 Asset
Holding, LLC filed separate Chapter 11 petitions (Case Nos. from
09-12269 to 09-12271).

Thomas E. Lauria, Esq., Frank L. Eaton, Esq., and Linda M. Leali,
Esq., at White & Case LLP, in Miami, Florida, represent the
Debtors as counsel.  Eric Michael Sutty, Esq., and Jeffrey M.
Schlerf, Esq., at Fox Rothschild LLP, represent the Debtors as
Delaware counsel.  Lazard Freres & Co. LLC is the Debtors'
financial advisor.  Epiq Bankruptcy Solutions LLC is the claims
and notice agent for the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an official committee of
unsecured creditors.  Daniel H. Golden, Esq., Lisa Beckerman,
Esq., and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer &
Feld LLP; and Laura Davis Jones, Esq., Michael R. Seidl, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the committee in these cases.  When the Debtors filed
for protection from their creditors, they listed total assets of
$2,178,179,000 and total debts of $1,915,034,000.


WL Homes: Hit with WARN Class Action by Ex-Worker
-------------------------------------------------
Law360 reports that a former employee of a subsidiary of WL Homes
LLC has filed a putative class action alleging that about 100
employees were fired without the 60-day notification required by
federal and state law.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes listed assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


WOLVERINE TUBE: Alpine Offers to Sell Stake to Plainfield, Alkest
-----------------------------------------------------------------
The Alpine Group, Inc., discloses that on October 14, 2009, it
irrevocably offered to sell to Plainfield and Alkest up to 927,000
shares of Wolverine Tube, Inc. Common Stock at an offer price of
$0.05 per share, all cash.

Alpine beneficially owns 64,024,329 shares or roughly 62.7% of
Wolverine Tube Common Stock.

Pursuant to a Stockholders Agreement, the offerees may accept such
offer within five days, failing which Alpine will be free for a
period of 30 days thereafter to sell the offered Common Stock at a
price and upon other terms and conditions no more favorable than
those offered to Plainfield and Alkest.  To the extent that
Plainfield and Alkest decline to accept the offer, Alpine intends
to sell or otherwise dispose of the Common Stock in connection
with its 2009 tax planning.

Alpine also reports that on October 18, 2009 and August 16, 2009,
Alpine Stock Options equal to roughly 108,063 and 108,060 shares
of Common Stock, respectively, vested and became exercisable by
Alpine.

Pursuant to a voting agreement among the Company and the
Purchasers entered into at the Closing and amended at the time of
the Series B Closing and pursuant to the terms of the Series A
Preferred Stock, for so long as any of the Company's 10-1/2%
Senior Notes due 2009 are outstanding, neither Alpine or
Plainfield (together with any other person with whom that
Purchaser would be considered a "person" -- as that term is used
in Sections 13(d) and 14(d) of the Exchange Act -- with respect to
the Series A Preferred Stock, the Series B Preferred Stock or the
Common Stock, which may include Alkest) were permitted to vote
Common Stock (however acquired), Series A Preferred Stock and
Series B Preferred Stock in excess of 49% of the total voting
power of all voting securities of the Company.  However, as of the
consummation of the exchange offer, the 49% limitation in the
Voting Agreement is no longer applicable.  Accordingly, given
Plainfield's holdings of 38,000 shares of Series A Preferred Stock
and 1,548,589 shares of Common Stock and Alkest's holdings of
2,000 shares of Series A Preferred Stock, the aggregate voting
power of all shares of Series A Preferred Stock, Series B
Preferred Stock, Common Stock and Alpine Stock Options currently
beneficially owned by Alpine, Plainfield and Alkest is 64,024,329.

Wolverine Tube, Inc., is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.

As of July 5, 2009, the Company had $201,105,000 in total assets
and $241,483,000 in total liabilities.

Wolverine Tube said in its quarterly report for the period ended
July 5, 2009, the uncertainty about the Company's ability to
achieve its projected results, the absence of such credit or
capital commitments and the uncertainty about the future price of
copper, which has a substantial impact on working capital, raises
substantial doubt about the Company's ability to continue as a
going concern.  The Company expects to continue to actively manage
and optimize its cash balances and liquidity, working capital,
operating expenses and product profitability, although there can
be no assurances the Company will be able to do so.


WORKSTREAM INC: Expects to Close Noteholder Deal by November 30
---------------------------------------------------------------
Workstream Inc. reports the Company and the holders of
$20.7 million of the Company's senior secured notes payable are
negotiating the final terms of refinancing documents and expect to
close the transaction during the Company's second fiscal quarter
ending November 30, 2009.

In August 2009, the Company signed a term sheet with the Holders.
The term sheet provides that the Holders would exchange the Notes
and the accrued interest thereon into $9.5 million of new senior
secured notes with the balance as convertible notes.  The proposed
new notes would accrue interest at a rate of 9.5% per annum and
have a maturity date of July 31, 2012.

Workstream says there can be no assurance that the Company will be
successful in its negotiations with the existing Holders and other
parties or that the terms of any such refinancing or conversions
will not result in the issuance, or potential issuance, of a
significant amount of equity securities that will cause
substantial dilution to the Company's stockholders.  If the
Company is not successful in refinancing the Notes or in otherwise
entering into a financing, sale, or business transaction that
infuses sufficient cash resources into the Company in the near
future, any collection actions by the Holders could have a
material adverse affect on the liquidity and financial condition
of the Company and its ability to secure additional financing and
continue as a going concern.

Workstream last week announced financial results for the first
quarter ended August 31, 2009.

First Quarter Highlights include:

     -- Positive EBITDA of $50,000
     -- Release of the latest version of TalentCenter's Pay-for-
        Performance software at HR Tech, integrating non-cash
        Rewards and Recognition
     -- Release of new Workstream Recruitment module including
        10,000 skill and behavior-based competencies
     -- Winning place on Annual Software 500
     -- 6FigureJobs named a Top 100 board

"The first quarter of F2010 was a productive one for Workstream.
In addition to attaining an EBITDA positive quarter, we released
two significant enhancements to our software.  We believe that we
now have the only enterprise-level platform in which multi-
national employers can award cash and non-cash compensation in an
integrated solution, to reward and retain top performers.
Workstream anticipates that employers, having reduced workforces,
wages and bonuses, will have an increasing need to manage variable
pay in the future to retain their most productive employees," said
Chief Executive Officer, Steve Purello.

Mr. Purello added, "In addition, we released a module of our
Workstream recruitment software, which includes over 10,000 skill-
and behavior-based competencies that employers can use to build
proper job descriptions, and gauge worker's performance in the
future."

Workstream delivered these results for the quarter ended
August 31, 2009:

     -- Revenues were $4.2 million compared to $5.6 million during
        the same period last year.

     -- EBITDA was $49,549, compared to nearly ($1.5) million
        during the same period last year.

     -- Net loss for the period in accordance with accounting
        principles generally accepted in the United States, or
        GAAP, was ($359,882) compared to ($2,051,582) during the
        same period last year.  Loss per common share for the
        quarter was ($0.01) with approximately 57 million
        weighted-average shares outstanding compared to a loss of
        ($0.04) with approximately 52 million weighted-average
        shares outstanding during the same period last year.

At August 31, 2009, Workstream had $22.1 million in total assets
against $29.1 million in total liabilities, resulting in
$7.0 million in stockholders' deficit.

Due to significant reductions in operating expenses in the fourth
quarter of fiscal 2008 and throughout fiscal 2009, management
believes the current liquidity will be sufficient to meet its
anticipated working capital and capital expenditure requirements
upon the refinancing of the Notes.  The current operating loss is
the result of current economic conditions and is a reflection of
the overall health of the economy as a whole.  As it relates to
the Career Networks segment of the business, management believes
that the career transition services will gain strength with new
programs implemented at the end of the first quarter of fiscal
2010.   Based on an analysis of current contracts, forecasted new
business, current backlog and current expense level, management
believes the Company will meet its cash flow needs for fiscal 2010
assuming the successful refinancing of the Notes.  If these
measures fall short, management will consider additional cost
savings measures, including cutting back product development
initiatives, further reducing general and administrative expenses
and reducing sales and marketing expenditures.  The Company
recognizes that there are no assurances that the Company will be
successful in meeting its cash flow requirements, however,
management is confident that, if necessary, there are other
alternatives available to fund operations and meet cash
requirements during fiscal 2010.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?470a

                       About Workstream Inc.

Workstream Inc. is a provider of software and services for Human
Capital Management.  Workstream has two distinct reporting units:
Enterprise Workforce Services and Career Networks.  The Enterprise
Workforce Services segment offers a suite of HCM software
solutions, which includes performance management, compensation
management, development, recruitment, benefits administration and
enrollment, succession planning, and employee awards and discounts
programs.  The Career Networks segment offers recruitment
research, resume management and career transition services.  In
addition, Career Networks provides services through a Web site
where job-seeking senior executives can search job databases and
post their resumes, and companies and recruiters can post position
openings and search for qualified senior executive candidates.
Workstream conducts its business primarily in the United States of
America and Canada.


WORKSTREAM INC: Posts 359,882 Loss in Fiscal Qtr. Ended Aug. 31
---------------------------------------------------------------
Workstream Inc. reported financial results for the first quarter
ended August 31, 2009.

First Quarter Highlights Include:

    * Positive EBITDA of $50,000

    * Release of the latest version of TalentCenter's Pay-for-
      Performance software at HR Tech, integrating non-cash
      Rewards and Recognition

    * Release of new Workstream Recruitment module including
      10,000 skill and behavior-based competencies

    * Winning place on Annual Software 500

    * 6FigureJobs named a Top 100 board

"The first quarter of F2010 was a productive one for Workstream.
In addition to attaining an EBITDA positive quarter, we released
two significant enhancements to our software.  We believe that we
now have the only enterprise-level platform in which multi-
national employers can award cash and non-cash compensation in an
integrated solution, to reward and retain top performers.
Workstream anticipates that employers, having reduced workforces,
wages and bonuses, will have an increasing need to manage variable
pay in the future to retain their most productive employees," said
Chief Executive Officer, Steve Purello.

Mr. Purello added, "In addition, we released a module of our
Workstream recruitment software, which includes over 10,000 skill-
and behavior-based competencies that employers can use to build
proper job descriptions today, and gauge worker's performance in
the future."

Workstream delivered the following results for the quarter ended
August 31, 2009:

Revenues were $4.2 million compared to $5.6 million during the
same period last year.

EBITDA was $49,549, compared to nearly $(1.5) million during the
same period last year.

Net loss for the period in accordance with accounting principles
generally accepted in the United States, or GAAP, was $(359,882)
compared to $(2,051,582) during the same period last year.  Loss
per common share for the quarter was $(.01) with approximately
57 million weighted-average shares outstanding compared to a loss
of $(0.04) with approximately 52 million weighted-average shares
outstanding during the same period last year.

As reported by the Troubled Company Reporter on Sept. 17, 2009,
Cross, Fernandez & Riley, LLP, in Orlando, Florida, raised
substantial doubt on the ability of Workstream Inc. to continue as
a going concern.

In its audit report dated September 14, 2009, on the Company's
Annual Report on Form 10-K for the fiscal year ended May 31, 2009,
said the Company is in default of its notes payable, has suffered
recurring losses from operations and, at May 31, 2009, has
deficiencies in working capital and equity that raise substantial
doubt as to its ability to continue as a going concern.

Workstream said its ability to continue as a going concern
depends, primarily, upon its ability to successfully refinance
approximately $20.2 million of its senior secured notes payable,
including accrued interest thereon that went into default on
May 22, 2009, due to the Company's suspension of trading on the
NASDAQ Stock Market as a result of its stockholders deficit.
Workstream's ability to continue as a going concern is also
dependent upon its ability to generate positive cash flows from
operations.

                       About Workstream Inc.

Workstream Inc. is a provider of software and services for Human
Capital Management.  Workstream has two distinct reporting units:
Enterprise Workforce Services and Career Networks.  The Enterprise
Workforce Services segment offers a suite of HCM software
solutions, which includes performance management, compensation
management, development, recruitment, benefits administration and
enrollment, succession planning, and employee awards and discounts
programs.  The Career Networks segment offers recruitment
research, resume management and career transition services.  In
addition, Career Networks provides services through a Web site
where job-seeking senior executives can search job databases and
post their resumes, and companies and recruiters can post position
openings and search for qualified senior executive candidates.
Workstream conducts its business primarily in the United States of
America and Canada.


W.R. GRACE: R. Finke Proffers Statements on PD Claim Treatment
--------------------------------------------------------------
Richard C. Finke, assistant general counsel for Litigation for
W.R. Grace & Co., proffered statements on his oversight and
management responsibilities with respect to Asbestos Property
Damage Claims against Grace, in relation to the treatment of the
Claims under the First Amended Joint Plan of Reorganization.

Mr. Finke declares that if the Plan is confirmed and becomes
effective:

  * the Asbestos PO Trust will assume liability with respect to
    all present and future U.S. ZAI Property Damage Claims and
    Demands -- or property damage claims relating to the removal
    of Zonolite Attic Insulation from claimants' homes --
    pursuant to the Asbestos PD Trust Agreement;

  * the Asbestos PD Trust will resolve all present and future US
    ZAI PO Claims and Demands pursuant to the ZAI Trust
    Distribution Procedures, which (i) "provide fair,
    equitable and substantially similar treatment for all US ZAI
    PD Claims that may presently exist or may arise in the
    future in compliance with Section 24(g) of the Bankruptcy
    Code," and (i) set forth procedures for liquidating and
    paying present and future US ZAI PD Claims; and

  * all present and future Asbestos PD Claims and Demands will
    be allowed or disallowed subject to the Class 7 A Case
    Management Order.

If the Plan is not confirmed and the Asbestos PD Trust is not
established with the ZAI TDP governing US ZAI PD claims, US ZAI PO
Claims that were filed by the ZAI Claims Bar Date established by
the Court on October 31, 2008, would be subject (i) to allowance
or disallowance in the Bankruptcy Court, and (ii) to arguments
from Grace and the claimants.

However, future US ZAI PD Claims or Demands, to the extent they
are found not to be subject to the US ZAI PD Bar Date, would not
be subject to Bankruptcy Court jurisdiction and instead would be
resolved in the tort system, Mr. Finke clarified.

If the Plan is not confirmed and the Asbestos PD Trust is not
established with the Class 7A CMO -- which governs the resolution
of Asbestos PO Claims timely filed by the Asbestos PD Claims Bar
Date and Asbestos PD Claims first asserted subsequent to the
Effective Date of the Plan -- those Future Asbestos PD Claims
would not be subject to uniform procedures designed to determine
whether they have been discharged by the Plan and the Asbestos PD
Claims Bar Date.

Similarly, litigation concerning Future Asbestos PD Claims would
not necessarily be asserted in a Federal District Court and
accordingly be subject to the Federal Rules of Civil Procedure and
Evidence, Mr. Finke explained.

Upon the confirmation and effective date of the Plan, the Debtors,
the Reorganized Debtors and the other Plan Proponents will not
make any payment for services or costs and expenses in or in
connection with the Chapter 11 cases, or in connection with the
Plan unless otherwise approved by the Court or permitted by the
Bankruptcy Code, Mr. Finke contended.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: No Objections to Sale of 5% ART to Chevron
------------------------------------------------------
W.R. Grace & Co., Inc., certified to the Court that they received
no objections to their intent to sell 5% of the limited liability
company interests of Advanced Refining Technologies LLC
to Chevron U.S.A., Inc., for a sale price of $4 million.

ART is a limited liability company that develops, markets and
sells hydro-processing catalysts, which are used to upgrade heavy
oils into lighter, more useful products.  Grace is the primary
manufacturer of ART's products.  In 2008, ART's revenues were
approximately $355 million, according to Theodore L. Freedman,
Esq., at Kirkland & Ellis LLP, in New York.

Grace owns 55% of the Company's Interests, while Chevron owns 45%.
ART's business and affairs, which have been operating since March
2001 in the ordinary course of business, are governed by the
Limited Liability Company Agreement dated March 1, 2001, between
Grace and Chevron.

Under the LLC Agreement, Grace and Chevron jointly manage ART,
with all actions by the ART Executive Committee requiring the
approval of both Grace and Buyer.  The LLC Agreement also provides
Grace cannot sell the Sale Asset without Chevron's consent, and
Chevron is not willing to consent to a sale to a third party, Mr.
Freedman relates.

In connection with the Sale, the parties also agreed to the amend
the terms of the LLC Agreement, to (i) reflect the Sale related to
the modification of the LLC Interests and contains certain
additional amendments related to the operation of ART, and (ii)
reduce Grace's commitment to $20.25 million, or 50% of the
aggregate commitments of Grace and Chevron Capital to ART.

According to Mr. Freedman, ART's revenues and results of
operations are included in the consolidated revenues and results
of operations of W. R. Grace & Co., which also reports Chevron's
interest in ART as a non-controlling interest in consolidated
results.

When ART began business prior to the Petition date, the ART
structure reflected Grace's judgment that consolidating ART's
sales into the Grace Parent Group's financial reporting would be
advantageous for the business and was also appropriate for
accounting purposes.  ART subsequently grew from an $80 million to
a $350 million business with greater financing requirements.

After substantial analysis, Mr. Freedman says, Grace determined
because of the differences in scale resulting from ART's
substantial growth, ART should be restructured and the
consolidation is no longer advantageous because:

  * Under the arrangement, Grace disproportionately funds ART by
    Funding maintenance capital and providing the majority of
    the revolving credit commitments to ART.

  * As long as ART remains consolidated with the Grace Parent
    group, any borrowing by ART under the Chevron-ART Credit
    Agreement may trigger a cap on interest tax deductions by a
    non-Debtor Grace subsidiary that could eliminate a
    substantial portion of the deductions and resulting tax
    savings.  The deductions carry over into subsequent years,
    but remain subject to the deduction cap in those years.

  * ART's sales are volatile because they generally involve
    large purchases by petroleum refiners as the result of
    competitive bidding arrangements, at intervals that
    generally are both several years in length and difficult to
    predict.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Submits Second Set of Plan Modifications
----------------------------------------------------
For purposes of the phase two of the confirmation hearings for
their plan of reorganization, W.R. Grace & Co., Inc., and its
units, together with the plan co-proponents the Official Committee
of Equity Security Holders, the Official Committee of Asbestos
Personal Injury Claimants and the Future Asbestos PI Claims
Representative submitted to the U.S. Bankruptcy Court for the
District of Delaware a second set of modifications to the Second
Amended Joint Plan of Reorganization.

The Second Set of Plan Modifications, dated October 12, 2009, is
technical in nature or is intended to address objections or
clarifications requested by various parties-in-interest in
relation to the confirmation of the Plan, according to David M.
Bernick, Esq., at Kirkland & Ellis LLP, in New York.

Specifically, the Plan embodies these Plan modif