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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 21, 2009, Vol. 13, No. 291

                            Headlines

5-84-LLC: Voluntary Chapter 11 Case Summary
7204 COASTAL: Case Summary & 5 Largest Unsecured Creditors
8207 COASTAL: Case Summary & Unsecured Creditor
ADVANCED CONSTRUCTION: Files for Chapter 7 Bankruptcy Protection
ADVANSTAR COMMUNICATIONS: Moody's Changes Rating to 'Caa2/LD'

ALDER HEIGHTS: Bankr. Shouldn't Worry Buyers; Bargains Available
ALL ISLAND: Files for Chapter 11 Bankruptcy Protection
AMERICAN INT'L: Injects Another $2-Bil. Into ILFC to Cover Debt
ANDREW THOMAS HYNICK: Voluntary Chapter 11 Case Summary
ANIKO KAYE: Case Summary & 15 Largest Unsecured Creditors

ARVINMERITOR INC: Eaton Faces $2 Billion Claim
ASARCO LLC: Hanen to Consider Issues Before Ruling on Takeover
AVENTINE RENEWABLE: Preparing Plan of Reorganization
AVIZA TECHNOLOGY: Sumitomo Precision Completes Buyout
AWAL BANK: Facing $197MM Claim; Ex-Chairman Appeals Administration

BASHAS' INC: To Reopen Goodyear Store on Saturday
BEAR CROSSING: Voluntary Chapter 11 Case Summary
BERNARD MADOFF: Chais Accounts Standstill Ends Oct. 22
BERNARD MADOFF: Mets LP Withdrew $47.8 Million in Fake Profits
BUILDING MATERIALS: Wants Plan Exclusivity Until Dec. 14

BUNDY 2.5 MILLION: Voluntary Chapter 11 Case Summary
CANWEST GLOBAL: Gets U.S. Shield from Lawsuits
CAPITAL CORP: Seeks $12.3MM in Federal and California Tax Refund
CHAI INVESTMENT: Voluntary Chapter 11 Case Summary
CHAPPELL & CARPENTER: Chapter 11 Case Summary & Unsecured Creditor

CHEMTURA CORP: Gets Nod to Hire Loyens as Belgian & Dutch Counsel
CHEMTURA CORP: Gets Nod to Hire Walder Wyss as Swiss Counsel
CHEMTURA CORP: Proposes to Hire Howrey LLP as Special Counsel
CHEMTURA CORP: Stockholders Want Official Committee
CHRISTIAN SCHOOLS: Case Summary & 3 Largest Unsecured Creditors

CHRISTOPHER TANIMOTO: Case Summary & 6 Largest Unsecured Creditors
CHRISTOPHER WHALEY: Case Summary & 20 Largest Unsecured Creditors
CHRYSLER LLC: Treasury Objects to Fees for Suing Daimler
CIT GROUP: Egan-Jones Urges Rejection of Exchange, Icahn Offers
CIT GROUP: LOGI Energy Offers $1-Bil. for Part of Debt Portfolio

COASTAL SERENADE: Case Summary & 5 Largest Unsecured Creditors
COLONIAL BANCGROUP: Committee Supports Using Cash Frozen by FDIC
COYOTES HOCKEY: Moyes Pursuing Anti-Trust Suit Against NHL
COYOTES HOCKEY: Launches 'We Win, You Win' Program
CROWN VILLAGE: Judge Gross Says Filing Was in Good Faith

CRYOPORT INC: Stockholders Adopt 2009 Stock Incentive
CURTIS MACHINE: Voluntary Chapter 11 Case Summary
DAVID THIEL JOHNSON: Case Summary & 20 Largest Unsecured Creditors
DELPHI CORP: GM Won't Keep Steering Business for Good
DIOCESE OF WILMINGTON: Already Facing 'Lift Stay' Motion

DIOCESE OF WILMINGTON: Case Summary & 8 Largest Unsec. Creditors
DOT VN: Wins 2-1/2 Month Extension of 3 Promissory Notes
EDSCHA NORTH AMERICA: Files for Chapter 11 Reorganization
ENERGY MAINTENANCE: Moody's Assigns 'B3' Corporate Family Rating
ENERLUME ENERGY: Board Appoints John Ekegren as Acting President

ENNIS HOMES: Can Access Creditors Cash Collateral on Interim Basis
EQUAN REALTY: Creditors Has Until Nov. 18 to File Proofs of Claim
ERICKSON RETIREMENT: Files for Chapter 11 in Dallas
ESCADA AG: Panel Supports Objection to 717 GFC Lease Termination
ESCADA AG: U.S. Court OKs OSH&R as Committee Counsel

ESTATE FINANCIAL: Court OKs Sale of Interest in Calif. Property
EXTENDED STAY: Examiner Wants $4.85 Million Budget
FAIRPOINT COMMS: Union Complains on Additional Concessions
FAIRMOUNT PROPERTIES: Voluntary Chapter 11 Case Summary
FAIRVIEW EXCAVATING: Case Summary & 20 Largest Unsecured Creditors

FIRST CHARTER PROPERTIES: Voluntary Chapter 11 Case Summary
FONTAINEBLEAU LV: Soffer Drops Out of Vegas Decisions
FOREST CITY: Gets Commitments for $750-Mil. Revolver Renewal
FORUM HEALTH: Former CEO's Consultancy Fee Upsets Union
FOX HILLS SPE: Voluntary Chapter 11 Case Summary

FREEDOM COMMUNICATIONS: Paper Carriers Appeal Cash Use Approval
GARRETT-BECK CORPORATION: Voluntary Chapter 11 Case Summary
GK COASTAL: Chapter 11 Case Summary & Unsecured Creditor
GK ELEVEN: Chapter 11 Case Summary & Unsecured Creditor
GMAC INC: To Sell Property-Casualty Insurance Biz. to AmTrust JV

GMAC INC: Preferred Blocker Unit Merged to Parent
GMAC INC: FIM Restructures Common Stock Investments
GMAC INC: Ally Bank Builds Deposits by Needling Rivals
GMAC INC: Says Majority of Chrysler Dealers to Qualify for Loans
GRAPE REALTY: Files for Chapter 11 Bankruptcy Protection

GREATER ATLANTIC: Extends TruPS Offer to Purchase to October 26
GREEKTOWN HOLDINGS: Neither Plan Has Full Creditor Support
GREEKTOWN HOLDINGS: Celani & Plainfield Withdraw Competing Plan
GREEKTOWN HOLDINGS: Committee Wants Lenders Discovery Limited
GREEKTOWN HOLDINGS: Settles Dispute With City of Detroit

GREEKTOWN HOLDINGS: Tribe, NCB Want Competing Plans Rejected
GW LAND: Voluntary Chapter 11 Case Summary
HAMID MOZNABI: Case Summary & 20 Largest Unsecured Creditors
HFAH MONACO SPE: Voluntary Chapter 11 Case Summary
HIDEAWAY MARINA: Case Summary & 10 Largest Unsecured Creditors

HUNTSVILLE SPE: Voluntary Chapter 11 Case Summary
HURD WINDOWS: Reorganization Cases Converted to Chapter 7
INDALEX HOLDINGS: Case Converted to Chapter 7 Liquidation
IPCS INC: S&P Puts 'B' Corp. Credit Rating on CreditWatch Positive
J & T PRINTING: Case Summary & 20 Largest Unsecured Creditors

J. GABRIEL MCCARTHY: Voluntary Chapter 11 Case Summary
J.A. JONES: Third-Party Plan Injunctions Valid & Enforceable
JAMES SMITH: Voluntary Chapter 11 Case Summary
JOSEPH DELGRECO: Files for Chapter 11 Bankruptcy Protection
KELVIN CREWS: Case Summary & 20 Largest Unsecured Creditors

KENT SWIG: Deutsche Bank Sues for $11.8 Million of Loans
LA BUENA VIDA: Case Summary & 20 Largest Unsecured Creditors
LABEL SYSTEMS INC: Voluntary Chapter 11 Case Summary
LAKE AT LAS VEGAS: Creditors Seek to Sue Bass Brothers
LANDAMERICA FIN'L: To Sell $202-Mil. in Auction-Rate Securities

LEHMAN BROTHERS: Fees Rise to $363MM in Europe Bankruptcy
LEHMAN BROTHERS: LBI Trustee to Set Aside "Customer Property"
LEHMAN BROTHERS: Hughes Bills $15MM for 4 Months Work in SIPA Case
LEHMAN BROTHERS: More Deals on Return of Misdirected Transfers
LEHMAN BROTHERS: Morgan Stanley Allowed to Terminate ISDA Pact

LEHMAN BROTHERS: Reaches Deal With HK Investors on Derivatives
LEHMAN BROTHERS: PwC Asks to Pay UK Brokerage Clients $3.3 Billion
LEHMAN BROTHERS: Bank of America Selling Lehman Claim
LEWIS EQUIPMENT: Fifth Third Wants to Repossess Cranes
LMT DEVELOPMENT: Voluntary Chapter 11 Case Summary

LONG RAP INC: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: BoNY Joins Panel Suit With Intervenor Complaint
LYONDELL CHEMICAL: Noteholders, UBS Oppose Examiner Request
LYONDELL CHEMICAL: Objections to DIP Loans Extension Due Today
MAGNA ENTERTAINMENT: Penn National Offers $40MM for Lone Star

MAJESTIC VISTA: Voluntary Chapter 11 Case Summary
MALBEC PROPERTIES: Voluntary Chapter 11 Case Summary
MAMMOTH CORONA 1: Case Summary & 17 Largest Unsecured Creditors
MARK WODLINGER: Voluntary Chapter 11 Case Summary
MARTENSE NEW YORK: Files for Chapter 11 Bankruptcy Protection

MBD INC: Disclosure Statement Approved; Nov. 2 Voting Deadline Set
MCCLATCHY CO: Posts $23.6 Million Net Income for Sept. 27 Quarter
MDC PARTNERS: S&P Assigns Corporate Credit Rating at 'BB-'
MERIDIAN RESOURCE: Mum on Fortis Forbearance Agreement
MERIDIAN RESOURCE: Director Resignations Allow NYSE Compliance

MERRILL CORPORATION: Moody's Changes Default Rating to 'Caa1/LD'
METROMEDIA INT'L: Says Delaware Supreme Court to Rule by Late Jan.
MICHAEL BERKMAN: Voluntary Chapter 11 Case Summary
MORTGAGE GUARANTY: S&P Cuts Counterparty Credit Ratings to 'B+'
MRB CAMDEN HOLDINGS: Voluntary Chapter 11 Case Summary

MUZAK HOLDINGS: Disclosure Statement Hearing on October 27
NEUROBIOLOGICAL TECHNOLOGIES: To Delist Common Stock from Nasdaq
NEW CENTURY COS: Gets Precision Aerostructures for Stock, Cash
NEW YORK TIMES: To Let Go of 100 Newsroom Employees
NEXSTAR BROADCASTING: S&P Affirms 'B-' Corporate Credit Rating

NORTEL NETWORKS: HP Wants to Set Off $281,000 Claim
NORTEL NETWORKS: Proposes SCI for Legal Staffing Services
NORTEL NETWORKS: Proposes to Pay Egypt & Tunisia Workers
OAKMONT HILLS: Case Summary & 20 Largest Unsecured Creditors
OLD MERRILL DEVELOPMENT: Voluntary Chapter 11 Case Summary

OPUS EAST: Lease Decision Deadline Moved to December 28
OPUS EAST: Trustee Gets Nod to Employ Young Conaway as Co-Counsel
OPUS EAST: Trustee Proposes to Sell Property to St. John
OPUS WEST: Proposes Bonus Program for Critical Employees
OPUS WEST: Proposes Plan Exclusivity Until January 2

OPUS WEST: Requests February 1 Extension for Lease Decision
OPUS SOUTH: Asset Sales Approved Despite Objections
OPUS SOUTH: Greenberg Traurig Charges $155,400 for August
PACIFIC PAWNBROKERS: Case Summary & 20 Largest Unsecured Creditors
PALMDALE HILLS:: Lehman Sharpens SunCal Reorganization Plan

PAUL KANTER: Case Summary & 7 Largest Unsecured Creditors
PAXTON REALTY: Files for Chapter 11 Bankruptcy Protection
PETTERS CO: Stay Lifted to Permit D&O Insurance Claim Submission
PIERO AT LINDERO: Case Summary & 5 Largest Unsecured Creditors
PILGRIM'S PRIDE: Gets Nod to Reject 3 Broiler Contracts

PILGRIM'S PRIDE: Gets Nod to Sell 100% Interest in Valley Rail
PILGRIM'S PRIDE: Proposes Settlement with 188 Contract Growers
PNG VENTURES: Court Sets November 10 Disclosure Statement Hearing
PREMIER DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
PTC ALLIANCE: Committee Selects McGuirewoods as Counsel

PUBLIC EMPLEES' RETIREMENT: Board OKs Bailout to Avert Bankruptcy
QUESTEX MEDIA: U.S. Trustee Form Five-Member Creditors' Committee
RAMP CHEVROLET: Files for Chapter 11 Bankruptcy Protection
READER'S DIGEST: Gets Nod for AlixPartners as Advisor
READER'S DIGEST: Gets Nod to Assume Time Sublicense Agreement

READER'S DIGEST: Proposes to Keep U.S. Foreign Bank Accounts
RITE AID: Moody's Assigns 'Caa2' Rating on $250 Mil. Notes
RITE AID: S&P Assigns 'B-' Rating on $250 Mil. Senior Notes
RONSON CORP: Has $11.1 Mil. Deal to Sell Consumer Products Units
S&K FAMOUS BRANDS: Streambank Selected to Market IP Assets

SALEM COMMUNICATIONS: S&P Affirms 'B-' Corporate Credit Rating
SALTY'S MANUFACTURING: Files for Chapter 11 Bankruptcy Protection
SAMSONITE STORES: Plan Hearing Adjourned to November 3
SAMSONITE STORES: Gets More Time to File Schedules and Statements
SAMUEL CANO: Voluntary Chapter 11 Case Summary

SANMINA-SCI CORP: Note Redemption Won't Affect S&P's 'B-' Rating
SEMGROUP LP: Int'l Bank Sues Lenders to Reclassify Claims
SEMGROUP LP: Reaches Deal With Special Energy to Resolve Suit
SEMGROUP LP: Seeks Turnover of Funds in Plains Marketing Suit
SIMMONS CO: Discloses Estimated Recoveries Under Prepack Plan

SIX WIVES: Case Summary & 20 Largest Unsecured Creditors
SMITH FARMS NORTHWEST: Voluntary Chapter 11 Case Summary
SMITHFIELD FOODS: Fitch Assigns 'B-' Issuer Default Rating
SONIX MANAGEMENT: Case Summary & 6 Largest Unsecured Creditors
SONIX MEDICAL: Case Summary & 20 Largest Unsec. Creditors

SOUTH MARSH DEVELOPERS: Voluntary Chapter 11 Case Summary
SOUTHEAST TELEPHONE: U.S. Trustee Unable to Pick Creditors Panel
SOUTHEAST TELEPHONE: Section 341(a) Meeting Slated for November 3
SPIRIT FINANCE: Moody's Confirms 'Caa1' Corporate Family Rating
SPRINT NEXTEL: Moody's Affirms 'Ba1' Corporate Family Rating

SPRINT NEXTEL: iPCS Inc. Deal Won't Affect S&P's 'BB' Rating
SPRYLOGICS INTERNATIONAL: Provides Eight Default Status Report
STALLION OILFIELD: Gets Nod to Use Lenders' Cash Collateral
STALLION OILFIELD: Submits Pre-Negotiated Chapter 11 Plan
STALLION OILFILED: Taps Epiq Bankruptcy as Claims Agent

STALLION OILFIELD: Moody's Withdraws 'Ca' Corporate Family Rating
STATION CASINOS: Committee Gets Nod for Moelis as Fin'l Advisor
STATION CASINOS: Committee Members Can Trade in Securities
STATION CASINOS: Panel Gets Nod to Tap Quinn as Conflicts Counsel
STRAIT GATE CHURCH: Voluntary Chapter 11 Case Summary

STREAMLINE CAPITAL: Files for Chapter 11 Bankruptcy Protection
STUMP HILL FARM: Case Summary & 8 Largest Unsecured Creditors
STURGIS IRON: Postpetition Lease Payments Get Admin. Priority
SUNRISE SENIOR: Enters Deal to Extend Maturity Date to Dec. 2
TAYLORED INDUSTRIES: Red Seal Bids for Customer Data & Inventory

TBS INTERNATIONAL: Board Approves Redomiciliation in Ireland
TEEKAY CORP: S&P Retains 'BB' Rating on $350 Mil. Senior Debt
TELLIGENIX CORP: Can Use $133,000 in Funds Held at Wachovia Bank
TERRA CAPITAL: Fitch Assigns 'BB' Rating on $600 Mil. Notes
TERRA CAPITAL: Moody's Rates $600 Mil. Senior Notes at 'B1'

TERRA CAPITAL: S&P Assigns 'BB' Rating on $600 Mil. Senior Notes
TEXTRON INC: Cessna Senses Thawing of Business Aviation Market
THOMAS CHARLES LEACH: Voluntary Chapter 11 Case Summary
THORNBURG MORTGAGE: U.S. Trustee Objects to Incentive Plan
TOUSA INC: Bond Prices Rise on Fraudulent Transfer Ruling

TRANSTEXAS GAS: CEO & Directors Had No Fiduciary to Creditors
TROPICANA ENT: Noteholders Appeal Denial of Allowance of Fees
TRUE TEMPER: Section 341(a) Meeting Slated for November 12
UAL CORP: Boston Wants to Compel Tax Claim Payment
UAL CORP: Earned $27 Million From Stock Sales for Sept. 16-18

UAL CORP: Generates $90 Million for Equipment Notes
UAL CORP: S&P Affirms Corporate Credit Ratings at 'B-'
USTRIVE2 INC: Case Summary & 11 Largest Unsecured Creditors
VALENCE TECHNOLOGY: Berg & Berg Loan Maturity Extended to 2012
VALENCE TECHNOLOGY: Sees $2.9MM Impairment Charge on China Fire

VALENCE TECHNOLOGY: Seaside 88 to Buy Shares Over Next 12 Mos.
VALMONT INDUSTRIES: Reports $434-Mil. Sales in Third Quarter
VERASUN ENERGY: Facing Objections to Plan at Confirmation Hearing
VERASUN ENERGY: Gets Court Nod for CLCX Contract Settlement
VERASUN ENERGY: Gets Court Nod for Sourcegas & Valero Settlement

VERLENER CORPORATION: Chapter 11 Case Summary & Unsecured Creditor
VITESSE SEMICONDUCTOR: Inks Restructuring, Forbearance Pacts
VIVOMETRICS INC: Case Summary & 20 Largest Unsecured Creditors
WASHINGTON MUTUAL: Bondholders Can Join Lawsuit vs. FDIC
WHITE ENERGY: Plan Exclusivity Extended Until Nov. 16

WHITTAKER BUILDERS: Case Summary & 20 Largest Unsecured Creditors
WILLIAM BARAN: Case Summary & 20 Largest Unsecured Creditors
WORLDSPACE INC: Liberty Media in Talks to Buy Assets
W.R. GRACE: Court OKs Amended Chartis Insurance Pact
W.R. GRACE: Gets Court Nod of Amended Aetna Settlement Pact

W.R. GRACE: No Objections to New Hires' Retirement Plan
W.R. GRACE: Resolves Sewer Assessments Dispute With Acton
XENA EXPRESS: Voluntary Chapter 11 Case Summary

* Bankruptcy Filings in Wisconsin Up 31% in Third Quarter 2009
* Cash for Clunker Mortgages Program Unveiled
* FDIC Offers Six-Month Emergency Guarantee Facility
* Foreclosures Force Ex-Homeowners to Turn to Shelters
* Municipal Bond Defaults Top $4 Billion Amid Real Estate Swoon

* Kasey Clark Offers Documentation Preparation Support
* Hotel Asset Recovery Team to Help Grand Strand Hotel Owners
* Marks Paneth & Shron Discusses Fresh-Start Reporting

* Upcoming Meetings, Conferences and Seminars

                            *********

5-84-LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 5-84-LLC
        8202 Coastal Hwy
        Ocean City, MD 21842

Case No.: 09-29790

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge:  Paul Mannes

Debtor's Counsel: Tate M. Russack, Esq.
                  Russack Associate, LLC
                  100 Severn Avenu, Suite 101
                  Annapolis, MD 21403
                  Tel: (410) 505-4150
                  Fax: (410) 510-1390
                  Email: Tate@russacklaw.com

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

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

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


7204 COASTAL: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 7204 Coastal LLC
        8202 Coastal Hwy
        Ocean City, MD 21842

Bankruptcy Case No.: 09-29793

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Tate M. Russack, Esq.
                  Russack Associate, LLC
                  100 Severn Avenu, Suite 101
                  Annapolis, MD 21403
                  Tel: (410) 505-4150
                  Fax: (410) 510-1390
                  Email: Tate@russacklaw.com

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

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

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

         http://bankrupt.com/misc/mdb09-29793.pdf

The petition was signed by George J. Karvounis, manager of the
Company.


8207 COASTAL: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: 8207 Coastal
        8202 Coastal Hwy
        Ocean City, MD 21842

Bankruptcy Case No.: 09-29796

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Tate M. Russack, Esq.
                  Russack Associate, LLC
                  100 Severn Avenu, Suite 101
                  Annapolis, MD 21403
                  Tel: (410) 505-4150
                  Fax: (410) 510-1390
                  Email: Tate@russacklaw.com

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

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

The Debtor identified PNC with a debt claim (12 43rd Street Ocean
City, MD 21842) for $10,000,000 ($1,028,500 secured) as its
largest unsecured creditor.  A full-text copy of the Debtor's
petition, including the creditor list, is available for free at:

         http://bankrupt.com/misc/mdb09-29796.pdf

The petition was signed by George J. Kavounis, manager of the
Company.


ADVANCED CONSTRUCTION: Files for Chapter 7 Bankruptcy Protection
----------------------------------------------------------------
Advanced Construction and Consulting has filed for Chapter 7
bankruptcy, listing no assets and $5.1 million in liabilities.

Tony Burbeck at Charlotte Observer reported that Advanced
Construction didn't pay subcontractors for work done on the
Epicentre, including Luna Stone, whom the Debtor owes almost
$40,000 for granite installation.  According to the report,
Advanced Construction previously said that subcontractors would
get paid once it got paid $1.8 million from the Epicentre's
developer, Afshin Ghazi, who said that the money wasn't owed.
Advanced Construction filed a lien for it.  Court documents say
that a $1.8 million payment would still leave Advanced
Construction more than $3 million in debt.

Advanced Construction and Consulting is a construction company.


ADVANSTAR COMMUNICATIONS: Moody's Changes Rating to 'Caa2/LD'
-------------------------------------------------------------
Moody's Investors Service changed the Probability of Default
Rating of Advanstar Communications, Inc., to Caa2/LD from Caa3
following the closing of a debt for equity transaction which
Moody's views as a distressed exchange.  At the same time, Moody's
withdrew the Ca rating on the second lien term loan, lowered the
first lien term loan rating to Caa2 from Caa1 and raised the
Corporate Family Rating to Caa2 from Caa3.  The ratings outlook
was changed to positive from negative.

Advanstar announced that it has completed a restructuring
transaction with its lenders eliminating approximately
$385 million of debt in exchange for equity.  In connection with
the restructuring, the company is receiving approximately
$35 million in new capital from its principal stakeholders,
including Anchorage Advisors and Veronis Suhler Stevenson.
Moody's views the debt for equity transaction as a distressed
exchange and has classified it as a limited default by appending
an LD designation to the Probability of Default Rating.  In
approximately three business days, Moody's will remove the LD
designation.

The upgrade in the Corporate Family Rating to Caa2 reflects an
improved capital structure after elimination of $385 million in
second lien, mezzanine and subordinated debt.  Yet despite the
significant reduction in debt, Advanstar remains highly levered at
current earnings levels and Moody's does not expect financial
leverage (debt to EBITDA) to fall below 10 times in 2010.  In the
first half of 2009, consolidated revenue declined 27% over the
same period in 2008 while EBITDA declined by an even greater
percentage.  The company's high margin fashion shows - including
its flagship MAGIC Marketplace - continue their market leadership
and represent some of Advanstar's most profitable properties.
Nonetheless, the 2009 shows have been significantly impacted by
weak consumer demand for apparel, which has resulted in lower
attendance by retailers and reduced spending on exhibit space by
apparel companies.  Moody's maintains a negative outlook on the US
apparel industry and Moody's do not anticipate a material rebound
in the near term.  At the same time, Advanstar's print
publications (which are focused largely on life sciences) are
experiencing a secular decline in demand in the face of electronic
substitution.  Revenues generated from trade magazines are
expected to continue to decline at a double digit rate for the
foreseeable future.

Moody's believes Advanstar's liquidity profile has improved based
in part on the anticipated $35 million cash injection by equity
sponsors related to the exchange.  However, Moody's projects a
significant cash burn in the near-term as weak operating results
are exacerbated by unfavorable interest rate swaps, of which a
material notional amount expires in June 2010.  Furthermore, while
the first lien credit agreement does not contain financial
maintenance covenants, the company no longer has a revolving
credit facility to cushion an unexpected shortfall in results.
The positive outlook anticipates that cash flow will turn positive
in the second half of 2010 after a portion of the interest rate
swaps roll off.  However, the ratings or outlook could be lowered
if the company's near-term cash depletion trends greater than
currently expected, causing cash on hand to fall below
$10 million.

Moody's changed these ratings:

* Corporate Family Rating, to Caa2 from Caa3
* Probability of Default Rating, to Caa2/LD from Caa3

Moody's downgraded this rating (LGD assessment updated):

* $505 million senior secured first lien term loan, to Caa2 from
  Caa1 (to LGD3, 49% from LGD2, 25%)

Moody's withdrew this rating:

* $260 million senior secured second lien term loan, Ca

The downgrade in the first lien term loan rating to Caa2 from Caa1
reflects the preponderance of first lien debt in the capital
structure post-transaction and the lack of support from any
junior-ranking debt.

The previous rating action for Advanstar occurred on August 12,
2009, when Moody's downgraded the Corporate Family Rating to Caa3
from Caa1.

Advanstar'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 Advanstar's core industry and Advanstar's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Woodland Hills, California, Advanstar
Communications, Inc., provides integrated marketing solutions for
the fashion, power sports and life sciences industries.  The
company generated revenues of approximately $260 million in the
twelve months ended June 30, 2009.


ALDER HEIGHTS: Bankr. Shouldn't Worry Buyers; Bargains Available
----------------------------------------------------------------
Brian Wright at Eastern Arizona Courier reports that landscape
designer Rob Merrill said that prospective buyers don't have to
worry about buying lots in the Alder Heights subdivision in Pima,
though Alder Heights Limited Partnership filed for bankruptcy in
April.  Interested buyers in the lots can sign a contract, which
goes to the bankruptcy court for approval, the Courier relates,
citing Mr. Merrill.  The Courier says that Mr. Merrill is assuring
buyers that once a contract is approved by the bankruptcy court,
everything about the process is normal after that point.
Mr. Merrill said the lots are listed two-thirds of their original
value.

Alder Heights Limited Partnership filed for Chapter 11 bankruptcy
protection on April 27, 2009 (Bankr. D. Ariz. Case No. 09-08595).
Alder Heights own a 63-lot subdivision in Pima, Arizona.  All lots
in Alder Heights are a minimum of one acre, and some are up to two
acres. Utilities include electric, gas, sewer (tied in with Pima
sewer), phone, cable and fiber-optics.


ALL ISLAND: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Crain's New York Business reports that All Island Truck Leasing
Corp. filed for Chapter 11 bankruptcy protection on October 9,
2009, listing up to $50,000 in assets and $500,001 to $1 million
in debts owed to creditors that include the New York State
Department of Taxation and Finance, which is owed about $850,000;
and Campinelli & Associates, which is owed some $40,000.

The Debtor, according to Crain's, is among the seven large
companies that have filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Southern and Eastern Districts
of New York.


AMERICAN INT'L: Injects Another $2-Bil. Into ILFC to Cover Debt
---------------------------------------------------------------
International Lease Finance Corp. said that its parent company,
American International Group Inc., had provided another $2 billion
in government-backed funds to cover expiring commercial-bank debt,
Doug Cameron and Daniel Michaels at The Wall Street Journal
reported.  ILFC had already secured $1.7 billion from AIG to drive
it through a funding crisis.  AIG, according to The Journal, drew
down the $2 billion from funds already pledge by the Federal
Reserve Bank of New York.  A regulatory filing says that the new
AIG loan and the March loans, totaling $3.4 billion, are backed by
ILFC aircraft valued at $7.4 billion.  The transaction suggests
AIG and the New York Fed want to keep and support ILFC for the
foreseeable future, The Journal relates, citing Standard & Poor's
senior transportation credit analyst Philip Baggaley.

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

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

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


ANDREW THOMAS HYNICK: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Joint Debtors: Andrew Thomas Hynick Sr.
               Sandra L. Hynick
               1617 S Dover Rd
               Dover, Fl 33527

Bankruptcy Case No.: 09-23536

Chapter 11 Petition Date: October 16, 2009

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

Debtors' Counsel: Alberto F. Gomez Jr., Esq.
                  Morse & Gomez, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  Email: algomez@morsegomez.com

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

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

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

The petition was signed by the Joint Debtors.


ANIKO KAYE: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Aniko Kaye
           aka A.A. Kaye
           aka Aniko Kaye-Gadial
           aka Aniko Devenyi
           aka Aniko Gadial
        350 S. McCarty Drive, Unit 1
        Beverly Hills, CA 90212

Bankruptcy Case No.: 09-38287

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: James A. Dumas Jr., Esq.
                  3435 Wilshire Blvd Suite 1045
                  Los Angeles, CA 90010
                  Tel: (213) 368-5000
                  Fax: (213) 368-5009
                  Email: jamedumas@aol.com

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

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

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

         http://bankrupt.com/misc/cacb09-38287.pdf

The petition was signed by Aniko Kaye.


ARVINMERITOR INC: Eaton Faces $2 Billion Claim
----------------------------------------------
Phil Milford at Bloomberg News reports that Eaton Corp. is facing
more than $2 billion in potential damage claims after a federal
judge on October 14 issued a final judgment that the industrial
equipment company violated antitrust laws in marketing truck
transmissions, damaging a unit of ArvinMeritor Inc.

ArvinMeritor, Inc. -- http://www.arvinmeritor.com/-- is a premier
global supplier of a broad range of integrated systems, modules
and components to the motor vehicle industry. The company marks
its centennial anniversary in 2009, celebrating a long history of
'forward thinking.'  The company serves commercial truck, trailer
and specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers. ArvinMeritor common
stock is traded on the New York Stock Exchange under the ticker
symbol ARM.

In August, Fitch Ratings said it is keeping ArvinMeritor's issuer
default rating at 'CCC' on Rating Watch Negative.

At June 30, 2009, the Company had $2.62 billion in total assets,
including $76 million in cash and cash equivalents.

For the nine months ended June 30, 2009, the Company posted a net
loss of $1.02 billion compared to a net income of $79 million a
year ago.


ASARCO LLC: Hanen to Consider Issues Before Ruling on Takeover
--------------------------------------------------------------
U.S. District Judge Andrew S. Hanen concluded a hearing on
October 19 without saying as to whether he will cede to a
recommendation by the bankruptcy judge to confirm the Grupo
Mexico SAB's plan for ASARCO LLC and reject the plan proposed
by ASARCO LLC management.

Judge Andrew Hanen said he would consider a broad array of issues
before ruling in the case.  Judge Hanen also said he would
consider the union's concerns, according to The Wall Street
Journal.  The labor union vowed to strike if Grupo Mexico takes
back its former unit.  The union was in a protracted strike
when Asarco sought Chapter 11 protection.  Judge Hanen required
representatives from the union involved in negotiations with
the Grupo Mexico to attend the October 19 hearing.

               Bankruptcy Court Recommendation

At the end of August, U.S. Bankruptcy Judge Richard Schmidt
recommended to the District Court that the reorganization plan
proposed by Asarco's parent Grupo Mexico SAB be confirmed because
it was the "superior" offer.   A district judge has responsibility
for formally confirming a plan because Asarco is dealing with
asbestos claims.

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

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

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

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

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

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

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

                         About Asarco LLC

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

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

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

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

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

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

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

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


AVENTINE RENEWABLE: Preparing Plan of Reorganization
----------------------------------------------------
Aventine Renewable Energy Holdings Inc. is preparing a standalone
plan of reorganization that would convert $300 million in 10%
senior unsecured notes to equity, three sources familiar with the
situation told Debtwire.  Aventine had said in May that it is
examining preliminary buyout bids for a sale.

Subsequent improvement in the ethanol industry and in capital
markets enticed the creditors to re-invest in pursuit of greater
returns though a restructuring, the sources said, according to
Debtwire.

Aventine intends to file the reorganization plan with the Delaware
Bankruptcy Court around the New Year, according to the report.
The Plan, according to the report, considers recapitalizing the
Company with a new secured bond of around $100 million backstopped
by the ad hoc committee of 10% bond holders and with a new $30
million working capital revolver.

The bondholder group, which includes Brigade Capital Management,
Nomura, Whitebox Advisors and Pandora Select Partners, already
provided Aventine with a $30 million DIP loan to fund its
chapter 11 case.

                     About Aventine Renewable

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 bankruptcy
protection from its creditors, Aventine Renewable listed between
$100 million and $500 million each in assets and debts.


AVIZA TECHNOLOGY: Sumitomo Precision Completes Buyout
-----------------------------------------------------
Sumitomo Precision Products Co., Ltd. has acquired the majority of
the assets of Aviza Technology, Inc.  The acquisition was closed
on October 16 after completion of the process required by the
Bankruptcy Court, according to statement by Sumitomo.

The acquisition includes Aviza's single wafer process equipment
subsidiary Aviza Technology Ltd; Aviza's thermal products
business; and Aviza's global sales and service assets and
personnel, with the exception of IP related to atomic layer
deposition systems and process.

ATL and the other acquired assets will be merged with Surface
Technology Systems plc, SPP's wholly owned subsidiary, under the
corporate umbrella of SPP Process Technology Systems.  ATL and STS
will continue to operate separately during the integration
process.  A new business unit, Thermal Products Division, will be
established in the USA, with focus on supporting Aviza's existing
vertical furnace and APCVD customers.

"SPP is excited to reunite STS and Aviza, both with common lineage
from Electrotech Equipment Ltd, after so many years of
separation," remarked Susumu Kaminaga, President of SPP and
Chairman of SPTS.  "As we broaden our product line through this
acquisition we feel all STS and Aviza customers in MEMS, compound
semiconductor, advanced packaging, data storage and power device
industries will benefit from more technology options from one
supplier, with enhanced global service and support."

William Johnson, President of SPTS and Director of Corporate
Strategy for STS, continued, "We appreciate that Aviza customers
have had concerns about the long term stability of the company
over the past 6 to 9 months.  Now through the merger of STS and
Aviza we believe we offer a technically strong and financially
sound business that is focused on our customers and the enabling
technologies of tomorrow.  In addition, we look forward to
providing factory certified parts, upgrades, service, and
additional systems to the thermal products customers of Aviza with
the same experienced Scotts Valley team that has served them in
the past under the Watkins Johnson, SVG, and Aviza brands."

                 About SPP Process Technology

SPP Process Technology Systems Ltd was formed by Sumitomo
Precision Products Co., Ltd., to merge Surface Technology Systems
plc  with Aviza Technology Ltd. and the Aviza Thermal Products
business, both acquired by SPP from Aviza Technology, Inc. STS and
ATL design, manufacture, sell and support advanced semiconductor
capital equipment and process technologies for the global
semiconductor industry and related markets.  These systems are
used in a variety of segments, such as data storage, MEMS and
nanotechnology, advanced 3-D packaging and power integrated
circuits for communications.  The Thermal Products business
provides spare parts, upgrades, and new or remanufactured systems
to existing customers of Aviza's vertical furnaces and APCVD
systems, used primarily in the semiconductor industry.

                 About Aviza Technology Inc.

Headquartered in Scotts Valley, California, Aviza Technology Inc.
(NASDAQ GM:AVZA) -- http://www.aviza.com/-- designs,
manufactures, sells and supports semiconductor capital equipment
and process technologies for the global semiconductor industry and
related markets.  The Company's systems are used in a variety of
segments of the semiconductor market for advanced silicon for
memory devices, 3-D packaging and power integrated circuits for
communications.  The Company's manufacturing, R&D, sales and
customer support facilities are located in the United Kingdom,
Germany, France, Taiwan, China, Japan, Korea, Singapore and
Malaysia.

The Company and two of its subsidiaries, Aviza Inc. and Trikon
Technologies Inc., filed for Chapter 11 bankruptcy protection on
June 9, 2009 (Bankr. N.D. Calif. Case No. 09-54511).  Judge Roger
L. Efremsky presides over the Chapter 11 case.  Attorneys at the
Law Offices of Murray and Murray represent the Debtors.  At the
time of the filing, Aviza Technology estimated assets and debts of
$10 million to $50 million.


AWAL BANK: Facing $197MM Claim; Ex-Chairman Appeals Administration
------------------------------------------------------------------
Tiffany Kary at Bloomberg News reports that Awal Bank BSC's former
chairman appealed a decision by Bahrain's central bank to put the
lender in administration.  A Bahrain court is set to hear the
appeal by Maan al-Sanea on Nov. 10.

Under Bahrain law, Awal's administrator, U.K.-based law firm
Charles Russell LLP, has two years to decide if the bank should
liquidate or be returned to management and shareholders, said
lawyers from the bank's U.S.-based counsel, Quinn Emanuel Urquhart
Oliver & Hedges LLP.

Separately, Ahmad Hamad Algosaibi & Bros Co., a Saudi Arabia-based
manufacturing and shipping company, filed a claim in Awal's
bankruptcy demanding $197.1 million, plus as much as $1 billion in
damages, Bloomberg said.  Algosaibi, which sued Awal and Al-Sanea
in New York state court for the same amount, said the claim would
indemnify it for any judgment brought against it in a separate
lawsuit.  Stewart Hey, a London-based representative for Awal,
received the claim Oct. 3.

Under Chapter 15 of the U.S. bankruptcy code, companies can block
U.S. lawsuits while they reorganize in a foreign court.

Mr. Hey said the receipt of the claim allows Awal's legal issues
to be "considered as part of a collective, unified proceeding" and
Algosaibi isn't entitled to pursue the same claim in New York
court.  Algosaibi said its claim includes $150 million deposited
in Awal for a foreign-currency transaction.  Mashreqbank PSC, a
Dubai-based lender, has sued Algosaibi for the same $150 million.

On Sept. 30, 2009, Stewart Hey of Charles Russell LLP, as external
administrator of Awal Bank BSC of Bahrain, made a voluntary
petition under Chapter 15 for the bank in the U.S. Bankruptcy
Court for the Southern District of New York after Central Bank of
Bahrain placed the bank in administration on July 30, 2009.
Earlier this year, the bank began experiencing a liquidity
squeeze, brought on in part, by the global economic crisis.  The
bank has ceased to operate as a going concern since it was place
into administration.  In the Chapter 15 petition, the bank listed
both assets and debts more than $1 billion.

Based in Bahrain Awal Bank BSC is principally an investment
company that provide wholesale banking services in Bahrain
including the acceptance of deposits and the making of loans.


BASHAS' INC: To Reopen Goodyear Store on Saturday
-------------------------------------------------
Eli Arnold at The Arizona Republic reports that a said that it
will reopen its Goodyear store on Saturday, two weeks after
closing it.  According to The Arizona Republic, Bashas' senior
vice president Edward Basha said that it is the first and only
store that is expected to reopen.  The Company closed 23 stores
closed in recent months.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100 million to $500 million
each in assets and debts.


BEAR CROSSING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Bear Crossing, LLC
        661 Maplewood Driv, Suite 20
        Jupiter, FL 33458

Case No.: 09-31927

Chapter 11 Petition Date: October 16, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  303 E. 17th Ave, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: jsb@kutnerlaw.com

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

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

According to the schedules, the Company has assets of $17,148,208,
and total debts of $15,119,946.

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


BERNARD MADOFF: Chais Accounts Standstill Ends Oct. 22
------------------------------------------------------
Irving H. Picard, the trustee liquidating Bernard L. Madoff
Investment Securities LLC, previously reached a deal with
philantrophist and investor Stanley Chais to postpone until
October 22, a hearing on the trustee's request to block Mr. Chais'
accounts at Goldman Sachs.

As part of the deal, Judge Burton Lifland signed a temporary
retraining order until Oct. 22 on Mr. Chais' bank accounts.  The
order permits the 83-year-old Chais and his wife, Pamela, with
homes in New York and Los Angeles, to spend as much as $50,000 on
legal fees and $50,000 on other expenses.

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

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

Under the parties' deal, Mr. Chais agreed to give trustee Irving
Picard more documents about the accounts at Goldman Sachs and City
National Bank.

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

                      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: Mets LP Withdrew $47.8 Million in Fake Profits
--------------------------------------------------------------
According to Erik Larson at Bloomberg News, Irving H. Picard, the
trustee liquidating Bernard L. Madoff Investment Securities LLC,
said an entity tied to the New York Mets baseball team and its
owner Sterling Equities Inc. withdrew $47.8 million more from
Bernard Madoff's firm than it deposited with the con man.
Mr. Picard said in a court filing that Mets LP placed a total of
$522.7 million in two accounts and withdrew $570.5 million over an
unspecified period.

Sterling Equities, led by Mets principal owner Fred Wilpon, hasn't
been sued by Mr. Picard.

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

"It cannot be argued on Wilpon's behalf that these were legitimate
investment returns," Bradley Simon, a former federal prosecutor in
Brooklyn who isn't involved in the case, said in an interview with
Bloombeg.  Mr. Simon said, "It would be a violation of his
fiduciary duty for Picard to not seek the return of that money."

                      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.).


BUILDING MATERIALS: Wants Plan Exclusivity Until Dec. 14
--------------------------------------------------------
Building Materials Holding Corp. has filed a Chapter 11 plan but,
out of an abundance of caution, seeks a December 14 extension of
its exclusive period to file a Chapter 11 plan, Bill Rochelle at
Bloomberg News reported.

The U.S. Bankruptcy Court for the District of Delaware is
scheduled to convene a hearing on October 22 to consider the
adequacy of the disclosure statement explaining the proposed
Chapter 11 plan of BMHC.

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

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

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

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

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

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

                     About Building Materials

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

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


BUNDY 2.5 MILLION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Bundy 2.5 Million SPE, LLC
        333 Seventh Avenue, 3rd Floor
        New York, NY 10001

Bankruptcy Case No.: 09-16143

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Southern District of New York

Judge: Arthur J. Gonzalez

Debtor's Counsel: Joseph Corneau, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenu, 17th Floor
                  New York, NY 10017
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: jcorneau@klestadt.com

                  Tracy L. Klestadt, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenu, 17th Floor
                  New York, NY 10017-6314
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: tklestadt@klestadt.com

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

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

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

The petition was signed by Sara Pfrommer, C.R.O. & general counsel
of the Company.


CANWEST GLOBAL: Gets U.S. Shield from Lawsuits
----------------------------------------------
Tiffany Kary at Bloomberg News at reported that U.S. Bankruptcy
Judge Stuart Bernstein granted CanWest Global Communications Inc.
its affiliates a preliminary injunction to protect it from
creditor actions or lawsuits in the U.S. as it reorganizes in its
main bankruptcy in Toronto, Canada.

"Brief me on whether under Chapter 15, the court can enter an
injunction in favor of non-debtors in a foreign proceeding," Judge
Bernstein said, granting the injunction while questioning whether
it protected units that aren't in bankruptcy.

The Canadian court issued an injunction that would also shield
non-bankrupt units, and the U.S. court may be able to "grant
comity" to Canadian law, Judge Bernstein said.

Chapter 15 of the U.S. Bankruptcy Code protects companies from
lawsuits and U.S. creditors as a company reorganizes in a foreign
court.

As reported by the TCR on Oct. 14, 2009, FTI Consulting Canada,
Inc., as court-appointed monitor and foreign representative of
Canwest Global Communications Corp. and its affiliates asks the
U.S. Bankruptcy Court to recognize the proceedings before the
Canadian Companies' Creditors Arrangement Act as foreign main
proceedings.  Judge Bernstein will convene a hearing on November
3, 2009, to consider the Foreign Representative's request for
recognition.

                      About Canwest Global

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Canwest Bankruptcy
News.  The newsletter tracks the CCAA proceedings and Chapter 15
proceedings undertaken by Canwest Global Communications Corp. and
its affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


CAPITAL CORP: Seeks $12.3MM in Federal and California Tax Refund
----------------------------------------------------------------
Capital Corp of the West reports it has filed Federal and
California tax refund requests in the amount of $10.056 million
and $2.324 million, respectively.  The Federal tax refund is
currently anticipated to be received in early November while the
California tax refunds are currently being subjected to a State of
California examination which the Debtor hopes will be completed by
December 31, 2009.

The amounts, Capital Corp of the West explains, are based on the
best information available from the Debtor's accountants and tax
consultants at this time.  Given that the Debtor has not yet
received the funds and the California refunds are being subjected
to audit, the actual recovery on these tax refunds is still
uncertain.  Moreover, the FDIC has asserted a claim that some or
all of these tax refunds are not the property of the Debtor, but
instead are the property of the receivership of County Bank.  The
Debtor disputes this assertion and believes that all or a
substantial part of these tax refunds are property of the estate
and that any interest that County Bank may have in these tax
refunds is owned by the Debtor.

Capital Corp of the West also reports it has established
segregated bank accounts to hold various funds for which there may
be potential competing claims.  The accounts have been established
primarily for certain anticipated Federal Income Tax refunds,
California State Tax refunds and Insurance refunds.  The FDIC has
asserted a claim for some or all of these refunds that are
ultimately received by the Debtor.  The Debtor has previously
received a $50,000 Federal Income Tax refund and, in August,
received $375,240 in Insurance refunds.  The August Insurance
refunds included $336,989 in proceeds related to certain life
insurance policies surrendered by County Bank prior to its seizure
by the FDIC.  The life insurance proceeds were related to certain
Supplemental Retirement Plan benefits provided to certain Debtor
and County Bank executives under a Rabbi Trust Agreement that
provides the assets of the Trust are owned both by the Debtor and
County Bank.  The remainder of the August Insurance refunds
represents $38,251 in fire, crime and property insurance refunds
on policies previously purchased by the Debtor.

             Disclosure Statement Hearing on Thursday

Capital Corp of the West has filed a plan of liquidation and an
explanatory disclosure statement with the U.S. Bankruptcy Court
for the Eastern District of California.  The Bankruptcy Court has
scheduled a hearing on October 22, 2009, to consider and rule on
the adequacy of the information contained in the Disclosure
Statement.  Objections were due October 19.

The Plan provides for the orderly liquidation of the Debtor's
business and assets and the distribution of the net proceeds to
holders of allowed claims.  The Debtor anticipates that the
liquidation will occur over the period of at least nine months to
one year, unless a compromise agreement is reached among the
creditors.

Depending on the amount available to distribute and the amount and
priority of valid claims, the Debtor estimates that the recovery
to non-governmental, non-subordinated creditors could range from
approximately 8% to 29%.  In the event a claim is made by certain
governmental creditors and that claim is determined to be valid
and has priority, the Debtor says that there is a chance that the
recovery to non-governmental creditors could be zero.

                 About Capital Corp. of the West

Incorporated on April 26, 2005, Capital Corp of the West is a bank
holding company whose primary asset and source of income is County
Bank.  County Bank is a community bank with operations located
mainly in the San Joaquin Valley of Central California with
additional business banking operations in the San Francisco Bay
Area.  The corporate headquarters of the Company and the Bank's
main branch facility are located at 550 West Main Street, Merced,
California.

County Bank was closed February 6, 2009, by the California
Department of Financial Institutions, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Westamerica Bank, based in San Rafael, California,
to assume all of the deposits of County Bank.  As of February 2,
2009, County Bank had total assets of approximately $1.7 billion
and total deposits of $1.3 billion.  In addition to assuming all
of the failed bank's deposits, including those from brokers,
Westamerica Bank agreed to purchase all of County Bank's assets.

According to Capital Corp, although County Bank made no "subprime
mortgages," it had made substantial loans to developers for
acquisition, development and construction of residential homes and
condominiums throughout California's Central Valley.  Overbuilding
and an increase in foreclosures in the market resulted in rapidly
declining real property values, and contributed to the rise in
nonperforming loans.

Capital Corp of the West filed for bankruptcy on May 11, 2009
(Bankr. E.D. Calif. Case No. 09-14298).  Judge W. Richard Lee
presides over the case.  Paul J. Pascuzzi, Esq., at Felderstein
Fitzgerald Willoughby & Pascuzzi, serves as the Debtor's
bankruptcy counsel.  Hagop T. Bedoyan, Esq., serves as counsel to
the official committee of unsecured creditors.  As of June 30,
2009, Capital Corp of the West had $6,684,645 in total assets and
$57,734,000 in total liabilities.  In its Chapter 11 petition, the
Company disclosed $6,789,058 in total assets and $68,096,190 in
total debts.


CHAI INVESTMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Chai Investment Group LLC
        8451 E. Gilded Perch Drive
        Scottsdale, AZ 85255

Case No.: 09-26275

Chapter 11 Petition Date: October 16, 2009

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

Judge: Chief Judge James M. Marlar

Debtor's Counsel: David Wm Engelman, Esq.
                  Engelman Berger, P.C.
                  3636 N. Central Ave., #700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  Email: dwe@engelmanberger.com

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

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

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


CHAPPELL & CARPENTER: Chapter 11 Case Summary & Unsecured Creditor
------------------------------------------------------------------
Debtor: Chappell & Carpenter, L.L.C.
        1773 River Oaks Drive
        Jacksons Gap, AL 36861

Bankruptcy Case No.: 09-81697

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Middle District of Alabama (Opelika)

Judge: William R. Sawyer

Debtor's Counsel: Michael A. Fritz Sr., Esq.
                  Fritz & Hughes, LLC
                  7020 Fain Park Drive, Suite 1
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  Email: bankruptcy@fritzandhughes.com

Estimated Assets: $0 to $50,000

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

The Debtor identified Bank of Coweta with a disputed debt claim
for $3,023,548 ($0 secured) as its largest unsecured creditor. A
full-text copy of the Debtor's petition, including a list of its
largest unsecured creditor, is available for free at:

         http://bankrupt.com/misc/almb09-81697.pdf

The petition was signed by Ernest Chappell Jr., managing member of
the Company.


CHEMTURA CORP: Gets Nod to Hire Loyens as Belgian & Dutch Counsel
-----------------------------------------------------------------
Chemtura Corp. and its units sought and obtained the Court's
permission to employ Loyens & Loeff as their Belgian and Dutch
counsel nunc pro tunc to May 11, 2009.

In light of their bankruptcy cases, the Debtors deem it necessary
to hire 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, asserts that Loyens & Loeff has the
experience necessary to perform the scope of the proposed and
anticipated services related to advising the Debtors with respect
to, among other things, statutory accounting requirements for
their non-debtor European subsidiaries, specifically the Debtors'
Belgian and Dutch subsidiaries, and related restructuring
matters.  Loyens & Loeff is an international full-service law
firm with more than 750 attorneys in 18 offices.

Loyens & Loeff will provide these specific services to the
Debtors:

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

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

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

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

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

Mr. Forsyth relates that by retaining Loyens & Loeff to provide
advice related exclusively to the Debtors' non-Debtor Belgian and
Dutch entities, the firm will be able to better focus on its
respective competencies in the reorganization of the Debtors.  He
elaborates that Loyens & Loeff will not serve as restructuring
counsel to the domestic Debtors in their Chapter 11 cases.  While
certain aspects of Loyens & Loeff's representation will
necessarily involve both Loyens & Loeff and the Debtors'
restructuring counsel, the Debtors believe, and will require,
that the services provided by Loyens & Loeff will be
complementary rather than duplicative of the services to be
performed by such restructuring counsel.

The Debtors will pay for Loyens & Loeff's services 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's actual and necessary out-of-pocket expenses.


Loyens & Loeff's applicable hourly rates are:

      Partners                    EUR475 to EUR550
      Senior Associates           EUR320 to EUR395
      Associates                  EUR285 to EUR320
      Junior Associates           EUR165 to EUR245
      Paralegals/Pro Support      EUR105 to EUR190

Ilan Spinath, Esq., a partner at Loyens & Loef, 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 Walder Wyss as Swiss Counsel
------------------------------------------------------------
Chemtura Corp. and its units sought and obtained permission from
the Court to hire Walder Wyss & Partners Ltd. as their Swiss
counsel nunc pro tunc to April 28, 2009.

The Debtors believe that Walder Wyss is particularly well suited
to serve as their Swiss counsel because the firm is an
international full-service law firm with more than 80 attorneys
in two offices and has extensive experience in cross-border
insolvencies.

As the Debtors' Swiss counsel, Walder Wyss will:

  (a) advise the Debtors with respect to the powers and duties
      of their non-Debtor Swiss subsidiaries;

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

  (c) take the necessary action to protect and preserve the
      Debtors' interest in their Swiss subsidiaries and the
      value of those interests;

  (d) advise the Debtors with respect to the implementation or
      impacts of asset dispositions relating to the non-debtor
      Swiss subsidiaries; and

  (e) consult with the Debtors in relation to relevant
      accounting, tax or other regulatory requirements regarding
      the non-Debtor Swiss subsidiaries.

The Debtors note that Walder Wyss will not serve as restructuring
counsel in their Chapter 11 cases.

The Debtors will pay for Walder Wyss' services based on the
firm's applicable hourly rates in addition to reimbursement of
necessary out-of-pocket expenses:

      Partners                     CHF600 to CHF650
      Senior Associates            CHF450 to CHF550
      Junior Associates            CHF350 to CHF400
      Paralegals/Pro Support       CHF250 to CHF300

Christoph Staubli, Esq., a partner at Walder Wyss, assures 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: Proposes to Hire Howrey LLP as Special Counsel
-------------------------------------------------------------
Chemtura Corp. and its units ask the Court for authority to employ
Howrey LLP as their special counsel nunc pro tunc to July 1, 2009.

Howrey has been employed by the Debtors as an ordinary course
professional.  The Debtors, however, have recently discovered
that the firm's anticipated fees and expenses will exceed the
limits established by the Ordinary Court Professional Order,
thereby necessitating the Debtors' formal retention of Howrey as
special counsel under Section 327(e) of the Bankruptcy Code.

Billie S. Flaherty, Esq., the Debtors' senior vice president
general counsel and secretary, notes that Howrey has represented
the Debtors and their affiliates in connection with insurance
coverage litigation and counseling and other matters for more
than 15 years.  As a result, Howrey has considerable knowledge
concerning insurance matters as well as other matters and is
already familiar with the Debtors' business affairs to the extent
necessary for the scope of the proposed and anticipated services
related to insurance coverage litigation and counseling and other
matters.

Ms. Flaherty asserts that because of Howrey's well-established
experience coordinating with teams of specialized professionals
and the specialized nature of its work, the firm will not
duplicate the services that other firms may provide to the
Debtors.

As special counsel, Howrey is expected to provide assistance in:

  (a) Insurance counseling relating to legacy liabilities;
  (b) Insurance procurement;
  (c) Insurance claim handling and prosecution; and
  (d) Coordination of defense for asbestos and toxic tort
      claims.

The Debtors will pay for Howrey's services on an hourly basis in
accordance with the firm's ordinary and customary hourly rates,
and will the firm's actual and necessary out-of-pocket expenses.

Effective August 1, 2009, the hourly rates charged by Howrey for
its services are:

      Partners                       $620 to $815
      Associates                     $315 to $525
      Professional Consultant        $355
      Trainees/Paralegals            $145 to $240

During the 90-day period prior to the Petition Date, the Debtors
paid Howrey $6,254 for professional services performed and
expenses incurred.  Additionally, Howrey asserts that, as of the
Petition Date, Howrey had issued invoices to the Debtors for
legal services of which $340,192 remains unpaid.

Jeffrey M. Lenser, Esq., a partner at Howrey, assures 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: Stockholders Want Official Committee
---------------------------------------------------
Law360 reports that shareholders of Chemtura Corp. are urging the
Bankruptcy Court to appoint a committee of equity holders amid
fears the Company's stock will be canceled in restructuring.

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)


CHRISTIAN SCHOOLS: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Christian Schools, Inc.
           dba Morgantown Christian School
           dba Trinity High School
           dba Trinity Christian School
           fdba Alliance Ministries, Inc.
        200 Trinity Way
        Morgantown, WV 26505

Bankruptcy Case No.: 09-02324

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Northern District of West Virginia (Clarksburg)

Debtor's Counsel: Todd Johnson, Esq.
                  Johnson Law Office
                  Post Office Box 519
                  Morgantown, WV 26507-0519
                  Tel: (304) 292-7933
                  Fax: (304) 292-7931
                  Email: johnsonlawoffice@gmail.com

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

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

According to the schedules, the Company has assets of $3,497,228,
and total debts of $26,518,000.

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

         http://bankrupt.com/misc/wvnb09-02324.pdf

The petition was signed by William Post, chairman and president of
the Company.


CHRISTOPHER TANIMOTO: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Christopher Downey Tanimoto
               Hazel Faye Tanimoto
                  fka Hazel Faye David
               2728 Strongs Drive
               Venice, CA 90291

Bankruptcy Case No.: 09-38252

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtors' Counsel: M Jonathan Hayes, Esq.
                  Law Office of M Jonathan Hayes
                  9700 Reseda Bl Suite 201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  Email: jhayes@polarisnet.net

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

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

A full-text copy of the Debtors' petition, including a list of
their 6 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/cacb09-38252.pdf

The petition was signed by the Joint Debtors.


CHRISTOPHER WHALEY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Christopher Campbell Whaley
               Mona Kiernan Whaley
                  aka Mona Kiernan LaPorte
               5928 N. Mattox Rd.
               Kansas City, MO 64151

Bankruptcy Case No.: 09-50968

Chapter 11 Petition Date: October 16, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (St. Joseph)

Judge: Jerry W. Venters

Debtors' Counsel: J. Aaron Cook, Esq.
                  Ghafoor, Cook & Associates, LLC
                  136 East Walnut, Suite 300
                  Independence, MO 64050
                  Tel: (816) 373-7379
                  Fax: (816) 222-0757
                  Email: bankruptcy@ghafoorcook.com

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

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

According to the schedules, the Company has assets of $1,426,473,
and total debts of $2,621,665.

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

     http://bankrupt.com/misc/mowb09-50968.pdf

The petition was signed by the Joint Debtors.


CHRYSLER LLC: Treasury Objects to Fees for Suing Daimler
--------------------------------------------------------
According to Bloomberg News, the U.S. Treasury is objecting to
$3.8 million in fees run up Old Chrysler in connection with a suit
filed by the Official Committee of Unsecured Creditors against
former Chrysler owner Daimler AG.  The Treasury says the fees
aren't a permissible expense under government-provided financing
for the remainder of the wind-down.  The lawsuit contends Daimler
stripped out Chrysler's most valuable assets just before the 2007
sale to Cerberus Capital Management LP.

According to Tiffany Kary at Bloomberg News, Chrysler LLC's
lawyers including Jones Day spent about $5 million on issues that
lack the consent of the U.S. Treasury, which has the right to
seize the bankrupt car company's $260 million wind-down budget,
U.S. lawyers said.  Chrysler's creditors spent $3.8 million
probing a Daimler AG lawsuit, and lawyers for Chrysler's estate
spent about $1.25 million monitoring lenders' collateral.  Neither
expense has U.S. consent, said Preet Bharara, a lawyer for the
Treasury, in court documents.

Daimler previously argued against allowing the Committee to hire
two law firms for the suit based on the contention that there is
no money to pay fees.  The Creditors Committee has proposed to
retain Stutzman Bromberg Esserman & Plifka PC and Susman Godfrey
LLP as its special counsel in connection with the litigation.

Old CarCo has not repaid the U.S. government's $3.8 billion DIP
loan.

Various professionals retained in connection with Old CarCo LLC's
bankruptcy cases have filed applications for payment of fees and
reimbursement of expenses.  The professionals include:

  Professional       Applicable Period           Fees   Expenses
  ------------       -----------------           ----   --------
Jones Day           April 30 to Aug. 31,  $20,474,318   $990,916
                           2009

Greenhill & Co.     April 30 to Aug. 31,    1,000,000    150,317
LLC                        2009

Cahill Gordon &      May 1 to Aug. 31,        398,753     11,113
Reindell LLP               2009

Kramer Levin             Aug. 2009            447,026     15,961
Naftalis &
Frankel LLP

Capstone Advisory   April 30 to Aug. 31,    4,586,604    392,801
Group LLC                  2009

Schulte Roth &       Apr. 30 to Aug. 31,   $4,999,124   $102,549
Zabel LLP                 2009

Togut Segal &        Apr. to Aug. 2009      3,244,196     23,319
Segal

Pricewaterhouse-     Apr. 30 to Jul. 31     1,378,876     44,809
Coopers LLP                2009

Freshfields          Apr. 30 to Sep. 24,    1,370,572     17,318
Bruckhaus                 2009
Deringer LLP

Pachulski Stang      Jun. to Aug. 2009        377,054     32,375
Ziehl & Jones LLP

The Siegfried        May 22 to June 9,        82,655     24,189
Group LLP                 2009

Dykema Gossett          Aug. 2009               1,727         18
PLLC

The Court will hear certain of the fee applications on October 22,
2009.

                        About Chrysler LLC

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

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

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

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

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


CIT GROUP: Egan-Jones Urges Rejection of Exchange, Icahn Offers
---------------------------------------------------------------
According to New York Times' DealBook, Egan-Jones, the credit
rating agency, told bondholders of The CIT Group to stand their
ground and reject a sweetened debt exchange offer from the company
as well as a new offer from Carl C. Icahn.

"Forget Icahn, forget the exchange," Egan-Jones said in a note to
clients October 20. "Neither Icahn's offer nor the revised
exchange (which reduces maturities by 6 months) provides the best
value to creditors."

CIT "has done very little to meaningfully enhance the offer" to
the majority of senior unsecured bondholders of the holding
company, said Adam Steer, an analyst at CreditSights Inc. in New
York.

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.

Carl Icahn sent a letter to CIT Group's board of directors on
October 19, complaining that CIT is "shamelessly offering" large
unsecured bondholders the opportunity to purchase $6 billion in
secured loans in the company at well below fair market value -- at
the expense of thousands of smaller bondholders who will not be
given the same opportunity.

As an alternative, Mr. 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.

                       About CIT Group Inc.

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

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


CIT GROUP: LOGI Energy Offers $1-Bil. for Part of Debt Portfolio
----------------------------------------------------------------
Kate Haywood at The Wall Street Journal reports that logi Energy
has offered over $1 billion for a small portion of CIT Group
Inc.'s middle-market debt portfolio.

Citing logi CIO Lorenzo Ortega III, Dow Jones Newswires relates
that the offer values the debt, which includes some energy assets,
at around 60 cents on the dollar, and that logi could be
interested in paying more for the assets if CIT declines the
offer.  The Journal quoted Mr. Ortega as saying, "We see an
opportunity to get a reasonable deal on some of this debt and the
company could do with $1 billion of liquidity without additional
debt attached to it."

Mr. Ortega, according to The Journal, said that a deal with logi
would give CIT liquidity to address short-term challenges, as well
as extra time to deal with bondholders.  Mr. Ortega expects a
transaction to close within 30 days of acceptance of the proposal,
The Journal states.

                        About logi Energy

logi Energy has offices in New York and West Palm Beach, Florida.
It is a group of financial and engineering professionals with
substantial experience in finance, oil and gas exploration and
production, large projects and energy.  Logi Energy has formed The
Peak Oil Value Fund, a focused hedge fund to purchase interests in
-- and provide operating capital to strategically valued public
and private oil, gas and energy-centric companies.

                       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.


COASTAL SERENADE: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Coastal Serenade LLC
           dba 5 Seasons Resort & Spa
        151 Orval Avenue
        Moss Beach, CA 94038

Bankruptcy Case No.: 09-33181

Chapter 11 Petition Date: October 16, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Debtor's Counsel: James F. Beiden, Esq.
                  Law Offices of James F. Beiden
                  840 Hinckley Rd. #245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100
                  Email: attyjfb@yahoo.com

Estimated Assets: $500,001 to $1,000,000

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

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

         http://bankrupt.com/misc/canb09-33181.pdf

The petition was signed by Deborah Murray, managing member of the
Company.


COLONIAL BANCGROUP: Committee Supports Using Cash Frozen by FDIC
----------------------------------------------------------------
According to Bloomberg News' Bill Rochelle, the official committee
of unsecured creditors of Colonial BancGroup Inc. came out in
support of the motion by the bank holding company to use
$38 million in cash that was frozen by the Federal Deposit
Insurance Corp.  The Committee says that the FDIC's claimed right
of set-off is "unsupported."  Colonial said that it needs the cash
to fund its Chapter 11 case and its business.

The FDIC, which has been appointed as receiver of Colonial's
Branch Banking & Trust Company, has challenged the motion by
Colonial BancGroup to tap $38 million in cash collateral,
asserting that the Debtor has no right to the funds and that
hiring outside professionals would only drain the firm's few
remaining assets for the professionals' own benefit.

As reported by the TCR on Oct. 19, following a hearing, the U.S.
Bankruptcy Court for the Middle District of Alabama authorized, on
a final basis, The Colonial Bancgroup, Inc., to:

   -- use cash collateral in the Operating Account attributable to
      the Hedge Deposit in the aggregate amount of $1,425,000; and

   -- grant replacement liens to the claimants.

The Debtor is authorized to use a portion of funds which, as of
Aug. 25, 2009, were on deposit in its depository accounts at
Branch Banking & Trust Company.

                   About The Colonial BancGroup

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

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

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


COYOTES HOCKEY: Moyes Pursuing Anti-Trust Suit Against NHL
----------------------------------------------------------
The Globe and Mail reported that Coyotes Hockey owner Jerry Moyes
is pursuing an antitrust lawsuit against the National Hockey
League.

The NHL has asked Bankruptcy Judge Redfield T. Baum to dismiss the
lawsuit, saying that it is moot as Jim Balsillie has lost at the
auction for the Coyotes and has withdrawn from the race.

The lawsuit was filed last May, shortly after Mr. Moyes took his
club to U.S. Bankruptcy Court in an attempt to sell it to
Mr. Balsillie, who wanted to move the team to Hamilton.  The NHL
had opposed Mr. Balsillie's offer.

Not only has Mr. Moyes refused to drop the antitrust suit, he
asked the court to allow his lawyers to conduct more examinations
for discovery. The NHL responded by asking Baum to dismiss the
lawsuit.

As reported by the TCR on October 1, 2009, Bankruptcy Judge
Redfield Baum rejected competing bids by the Hockey League and
BlackBerry billionaire Jim Balsillie for the Phoenix Coyotes.
Mr. Balsillie failed to convince Judge Baum that the NHL's rights
could be protected if he bought the team.  The NHL had argued it
has the right to admit only owners who meet its requirements and
to control where teams play their home games.

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

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

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

                       About Coyotes Hockey

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


COYOTES HOCKEY: Launches 'We Win, You Win' Program
--------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that the Phoenix
Coyotes, hoping to boost attendance and get fans to attend
multiple games, is offering free tickets to fans when the team
wins games through the new "We Win, You Win" program.  According
to Business Journal, Phoenix Coyotes sold out its home opener
against the Columbus Blue Jackets on Saturday, with a crowd of
17,532, while the Thursday game against St. Louis had a crowd of
6,899, but Jobing.com Arena personnel said that they were told the
crowd was more like 5,000 to 6,000.  The Phoenix Coyotes also
offered lower-level seats for $25 and upper-level seats for $15
for the home opener, but ensuing games after February 13, 2010,
will have normal ticket pricing.

Tripp Mickle at Phoenix Business Journal relates that the staff of
the Phoenix Coyotes also welcomed the bankruptcy court's decision
to throw out Jim Balsillie's offer to buy the team and relocate it
to Canada, although the damage of the court case to the Coyotes
will last throughout the season.  Business Journal notes that less
than half of the Phoenix Coyotes' 5,500 season-ticket holders
renewed during the offseason, and that the club has had little
success luring new corporate partners due to the uncertainty
surrounding its future.

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.


CROWN VILLAGE: Judge Gross Says Filing Was in Good Faith
--------------------------------------------------------
WestLaw reports that a debtor filed its single asset real estate
case under Chapter 11 in good faith.  The petition sought to
liquidate, and was filed after claimants had filed state court
actions seeking title to portions of the property.  The debtor was
in real financial distress.  Its bankruptcy strategy was designed
to maximize the estate's value and to preserve value that
otherwise would have been lost.  The current state of the real
estate market indicated that speed in disposing of the property
was not desirable.  In re Crown Village Farm, LLC, --- B.R. ----,
2009 WL 1651385 (Bankr. D. Del.) (Gross, J.).

Vienna, Virginia-based Crown Village Farm LLC owns real property
in Gaithersburg, Maryland.  It is a joint venture formed by
KB Home Maryland Inc. and Centex Homes Crown LLC, each owning
50% of the membership interests in the venture.  Village Farm LLC
filed for Chapter 11 on May 1, 2009 (Bankr. D. Del. Case No.
09-11522).  Chun I. Jang, Esq. and Daniel J. DeFranceschi, Esq.,
at Richards, Layton & Finger, have been tapped as counsel.
Crown Village estimated its debts at less than $500 million and
its assets at less than $100 million in its chapter 11 petition.


CRYOPORT INC: Stockholders Adopt 2009 Stock Incentive
-----------------------------------------------------
CryoPort, Inc., reports that on October 9, 2009, at the 2009
Annual Meeting, the Company's stockholders adopted the CryoPort,
Inc. 2009 Stock Incentive, which previously had been approved by
the Company's Board of Directors on August 31, 2009, subject to
shareholder approval.

The 2009 Incentive Plan provides for the grant of incentive stock
options, nonqualified stock options, restricted stock rights,
restricted stock, performance share units, performance shares,
performance cash awards, stock appreciation rights, and stock
grant awards to employees, officers, consultants and independent
contractors of the Company. The Company's Compensation and
Governance Committee or such other committee as may be designated
by the Board has the authority to determine the type of Award as
well as the amount, terms and conditions of each Award under the
2009 Incentive Plan, subject to the limitations and other
provisions of the 2009 Incentive Plan.

The purpose of the 2009 Incentive Plan is to promote the interest
and long-term success of the Company and its stockholders by
providing an incentive to attract, retain and reward persons
performing services for the Company and by motivating such persons
to contribute to the continued growth and profitability of the
Company.

A total of 12,000,000 shares of the Company's common stock is
authorized for the granting of Awards under the 2009 Incentive
Plan. The number of shares available for Awards, as well as the
terms of outstanding Awards are subject to adjustment as provided
in the 2009 Incentive Plan for stock splits, stock dividends,
recapitalizations and other similar events.

Awards may be granted under the 2009 Incentive Plan until
October 9, 2019 or until all shares available for Awards under the
2009 Incentive Plan have been purchased or acquired unless the
stockholders of the Company vote to approve an extension of the
2009 Incentive Plan prior to such expiration date.

CryoPort also relates that on October 9, its Board approved and
adopted certain amendments to the Company's Amended and Restated
Bylaws (i) to permit the issuance and transfer of uncertificated
shares of its stock, and (ii) to require the Company's
stockholders to provide advance notice of business to be brought
before a meeting of the Company's stockholders.  The Bylaw
Amendment was effective on October 9.

The Board approved the Bylaw Amendment to permit uncertificated
shares in response to NASDAQ Marketplace Rules which require that
all companies listed on NASDAQ be eligible to participate in a
Direct Registration Program operated by a clearing agency
registered under the Securities Exchange Act of 1934, as amended.
A Direct Registration Program permits investors to have securities
registered in their name without having a physical stock
certificate issued.  Although the Company's stock is currently
traded on the OTC Bulletin Board Market, the Company desires to
list its stock on The NASDAQ Stock Market.  The Company's prior
Amended and Restated Bylaws did not prohibit the issuance of
uncertificated shares of the Company's stock, however the Board
decided to approve and adopt the amendments described herein to
expressly permit the issuance of uncertificated shares.

In addition, the Board approved the Bylaw Amendment to require the
Company's stockholders to provide advance notice of business to be
brought before a meeting of the Company's stockholders to ensure
that meetings of the Company's stockholders are conducted in an
orderly and professional manner.

                       About Cryoport Inc.

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

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

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

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

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


CURTIS MACHINE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Curtis Machine Company, Inc.
        2500 East Trail Street
        PO Box 700
        Dodge City, KS 67801

Bankruptcy Case No.: 09-23246

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Middle District of Florida, Ft. Myers Division

Judge:  Alexander L. Paskay

Debtor's Counsel: Stephen R. Leslie, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Email: sleslie.ecf@srbp.com

Estimated Assets: $500,001 to $1,000,000

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

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

The petition was signed by Betty Jane Curtis, chief executive
officer of the Company.


DAVID THIEL JOHNSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: David Thiel Johnson
        PO Box 660
        Liberty Lake, WA 99019

Case No.: 09-14666

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       District of New Mexico

Judge:  Robert H. Jacobvitz

Debtor's Counsel: Bonnie Bassan Gandarilla, Esq.
                  George M. Moore, Esq.
            Moore, Berkson & Gandarilla, P.C.
            PO Box 7459
            Albuquerque, NM 87194
            Tel: (505) 242-1218
            Fax: (505) 242-2836
            Email: mbglaw@swcp.com

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

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

The petition was signed by Mr. Johnson.

Debtor's List of 20 Largest Unsecured Creditors:


Entity                         Nature of Claim        Claim Amount


------                         ---------------        ------------
Helaman Group, Inc.                                   $2,262,881
PO Box 660
Liberty Lake, WA 99019

Sterling Savings Bank                                 $1,992,843
PO Box 2128
Spokane, WA 99210

Bank of the Soutwest                                  $1,500,000
509 Broadway
T or C, NM 87901

Shepards Group, Inc.                                  $1,276,264
PO Box 751241
Petaluma, CA 94975

High Desert State Bank                                $1,069,456
8110 Ventura NE
Albuquerque, NM 87122

Pepper Highlands, LLC                                 $983,500
PO Box 751241
Peataluma, CA 94975

Lone Star Bank                                        $979,290
100 S Main
Moulton, TX 77975

Weinritter Realty LP                                  $976,790
PO Box 782129
San Antonio, TX 78278

Sallie Mae                                            $163,774

Trust                                                 $134,344
fbo Anthony Mitchel
c/o PO Box 4458

Chase                                                 $45,265

Chase                                                 $43,218

Chase                                                 $30,954

Chase                                                 $28,658

Bank of America Alaska                                $21,977

Chase                                                 $20,139

American Express                                      $7,219
Attn: Bankruptcy Dept

American Express                                      $6,468
Attn: Bankruptcy Dept

Stephen A. Mitchell                                   $5,920

Citibusiness                                          $5,881


DELPHI CORP: GM Won't Keep Steering Business for Good
-----------------------------------------------------
General Motors Co. plans to sell the steering business it just
acquired from parts supplier Delphi, David Shepardson at Detroit
News, Washington Bureau, reported, citing officials.

GM agreed in July to buy back the business as part of $3 billion
in financing to help Delphi emerge from bankruptcy.  The bulk of
Delphi Corp.'s assets were acquired by its lenders and emerged
from bankruptcy as Delphi Holdings LLP.

According to the report, in a July 30 letter, GM's Gary Cowger
told suppliers the automaker "is not re-entering the components
business" but was buying the steering unit "to ensure business
viability."

                         About Delphi Corp

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- was a global supplier of mobile
electronics and transportation systems, including powertrain,
safety, steering, thermal, and controls & security systems,
electrical/electronic architecture, and in-car entertainment
technologies.  Delphi had approximately 146,600 employees and
operates 150 wholly owned manufacturing sites in 34 countries with
sales of $18.1 billion in 2008.

The Company filed for Chapter 11 protection on October 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on January 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided $4
billion of debtor-in-possession financing, and General Motors
Company.

On October 6, 2009, Delphi Corp.'s Chapter 11 plan of
reorganization became effective.  A Master Disposition Agreement
executed among Delphi Corporation, Motors Liquidation Company,
General Motors Company, GM Components Holdings LLC, and DIP Holdco
3, LLC divides Delphi's business among three separate parties --
DPH Holdings LLC, GM Components, and DIP Holdco 3.

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


DIOCESE OF WILMINGTON: Already Facing 'Lift Stay' Motion
--------------------------------------------------------
According to Bill Rochelle at Bloomberg News, a lawyer for a
sexual abuse victim has asked the Bankruptcy Court to lift the
automatic stay to allow a November 16 state court trial against
the Catholic Diocese of Wilmington Inc. to continue.  The claimant
contends the Diocese won't be hurt if there is a trial.  It says
the diocese is being defended by an insurance company.

The lift stay motion was filed a day after the Diocese filed for
bankruptcy.  The Diocese has filed for bankruptcy due amid
lawsuits on account of alleged sexual abuses by priests in the
Diocese.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics. It is the seventh
U.S. diocese to file for bankruptcy since allegations erupting
seven years ago against Catholic clergy in Boston.

The Diocese filed for Chapter 11 on Oct. 19 (Bankr. D. Del. Case
No. 09-13560).

The Delaware diocese is the seventh Roman Catholic diocese to file
for Chapter 11 protection to deal with lawsuits for sexual abuse.
Previous filings were by the dioceses in Spokane, Washington;
Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks,
Alaska; and San Diego, California.


DIOCESE OF WILMINGTON: Case Summary & 8 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor:  Catholic Diocese of Wilmington, Inc.
        a/k/a Roman Catholic Diocese of Wilmington
        1925 Delaware Avenue,
        P.O. Box 2030
        Wilmington, Delaware 19899-2030

Bankruptcy Case No.: 09-13560

Chapter 11 Petition Date: October 18, 2009

Bankruptcy Court:   United States Bankruptcy Court
                   for the District of Delaware

Bankruptcy Judge:   Honorable Christopher S. Sontchi

Debtor's Legal
Counsel:            Young Conaway Stargatt & Taylor, LLP
                   James L. Patton Jr., Esq.
                   Robert S. Brady, Esq.
                   Maris J. Finnegan Esq.
                   Patrick A. Jackson, Esq.
                   The Brandywine Building
                   1000 West Street, 17th Floor
                   Wilmington, Delaware 19801
                   Tel: (302) 571-6600
                   Fax: (302) 571-1253

Debtor's Financial
Advisor:            The Ramaekers Group, LLC
                   Lawrence J. Ramaekers
                   Lawrence E. Ramaekers
                   Joseph J. Gagliardi
                   515 SW 62nd Avenue, Suite 2B
                   Plantation, Florida 33317
                   Tel: (954) 892-9016
                   Fax: (954) 323-6740

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

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

The petition was signed by Most Reverend W. Francis Malooly D.D.,
the Diocese's sole member.

List of Diocese of Wilmington's 8 Largest Unsecured Creditors:

Entity/Person                   Nature of Claim    Claim Amount
-------------                   ---------------    ------------
Wilmington Trust Company        Loan                $11,000,000
Attn: Patricia A. Evans
1100 N. Market Street
Wilmington, Delaware
Fax: (302) 427-4771

Allied Irish Bank               Letter of           $11,000,000
Attn: John Cusack               Credit
405 Park Avenue
New York, New York 10022
Fax: (212) 339-8000

Lay Pensioners                  Pension                 Unknown

Priest Pensioners               Pension                 Unknown

Certain Plaintiffs              Personal Injury         Unknown
Attn: Thomas S. Neuberger

Certain Plaintiffs              Personal Injury         Unknown
Attn: Thomas P. Conaty

Certain Plaintiffs              Personal Injury         Unknown
Attn: Bartholomew J. Dalton

Certain Plaintiffs              Personal Injury         Unknown
Attn: Joseph W. Benson


DOT VN: Wins 2-1/2 Month Extension of 3 Promissory Notes
--------------------------------------------------------
Dot VN, Inc., reports that on October 12, 2009, the Company and
Thomas Johnson, its Chief Executive Officer and Chairman of the
Board of Directors, agreed to a two and one-half month extension
of the 100% Convertible Promissory Note dated April 20, 2009 in
the principal amount of $2,884,658.  The due date was amended from
October 16, 2009 to December 31, 2009 with no other changes to the
terms or conditions of the note.

On October 12, 2009, the Company and Lee Johnson, the Company's
President, Chief Technology Officer, Chief Financial Officer and a
Director, agreed to a two and one-half month extension of the 100%
Convertible Promissory Note dated April 20, 2009 in the principal
amount of $2,884,658.  The due date was amended from October 16,
2009 to December 31, 2009 with no other changes to the terms or
conditions of the note.

The two notes made April 20, 2009, and extended on October 12,
2009, each contain the same terms and conditions, shall accrue
interest at a rate of 8% per annum, and all outstanding principal
and accrued and unpaid interest may be converted into common stock
of the Company at $0.30 per share.  The Conversion Price shall be
adjusted downward in the event Dot VN issues common stock (or
securities exercisable for or convertible into or exchangeable for
common stock) at a price below the Conversion Price times 90%, to
a price equal to such Subsequent Price times 110%.  The notes were
issued in consideration for, and in satisfaction of, accrued
salary and interest accruing since January 31, 2003 through April
17, 2009 by each of Thomas Johnson and Lee Johnson under their
respective employment agreements with the Company.

On October 12, 2009, the Company and Louis Huynh, the Company's
General Counsel, Executive Vice President of Operations and
Business Development, Corporate Secretary and a Director, agreed
to a two and one-half month extension of the 100% Convertible
Promissory Note dated July 6, 2009 in the principal amount of
$113,243.81.  The due date was amended from October 16, 2009 to
December 31, 2009 with no other changes to the terms or conditions
of the note.

The note made July 6, 2009, and extended on October 12, 2009,
shall accrue interest at a rate of 8% per annum, and all
outstanding principal and accrued and unpaid interest may be
converted into common stock of the Company at $0.46 per share.
The Conversion Price shall be adjusted downward in the event Dot
VN issues common stock (or securities exercisable for or
convertible into or exchangeable for common stock) at a price
below the Conversion Price times 90%, to a price equal to such
Subsequent Price times 110%.  The note was issued in consideration
for, and in satisfaction of, accrued salary and interest accruing
since August 7, 2007 through July 6, 2009 by Mr. Huynh under his
employment agreement with the Company.

                     Going Concern Opinion

The Company acknowledges it has had limited revenues from the
marketing and registration of '.vn' domain names as it operates in
this single industry segment.  Consequently, the Company has
incurred recurring losses from operations.  In addition, the
Company has defaulted on $612,500 of convertible debentures that
were due January 31, 2009 and currently has not negotiated new
terms or an extension of the due date on the Defaulted Debentures.
These factors, as well as the risks associated with raising
capital through the issuance of equity or debt securities creates
uncertainty as to the Company's ability to continue as a going
concern.

The Company's plans to address its going concern issues include:

   -- Increasing revenues of its services, specifically within
      its domain name registration business segment through:

      * the development and deployment of an Application
        Programming Interface which the Company anticipates will
        increase its reseller network and international
        distribution channels and through direct marketing to
        existing customers both online, via e-mail and direct
        mailings, and

      * the commercialize of pay-per-click parking page program
        for '.vn' domain registrations;

   -- Completion and operation of the IDCs and revenue derived
      from the IDC services;

   -- Commercialization and Deployment of certain new wireless
      point-to-point layer one solutions; and

   -- Raising capital through the sale of debt or equity
      securities.

There can be no assurance that the Company will be successful in
its efforts to increase revenues, issue debt or equity securities
for cash or as payment for outstanding obligations.  Capital
raising efforts may be influenced by factors outside of the
control of the Company, including, but not limited to, capital
market conditions.

The Company is in various stages of finalizing implementation
strategies on a number of services and is actively attempting to
market its services nationally in Vietnam.  As a result of capital
constraints it is uncertain when it will be able to deploy the
Application Programming Interface or construction of the IDCs.

Chang G. Park, CPA, from San Diego, California, expressed on
July 24, 2009, substantial doubt about Dot VN's ability to
continue as a going concern after auditing the company's financial
results for the years ended April 30, 2009 and 2008.  The auditing
firm reported that the company experienced losses from operations.

At July 31, 2009, the Company had total assets of $2,269,335 and
total liabilities of $11,791,040.  At July 31, 2009, the Company
had total shareholders' deficit of $9,521,705.

                         About Dot VN

Dot VN, Inc. (OTCBB: DTVI) -- http://www.DotVN.com-- provides
Internet and Telecommunication services for Vietnam.  The Company
is currently developing initiatives to offer Internet Data Center
services and Wireless applications.


EDSCHA NORTH AMERICA: Files for Chapter 11 Reorganization
---------------------------------------------------------
Don Jeffrey at Bloomberg reports that Edscha North America Inc.,
has filed for Chapter 11 reorganization (Bankr. N.D. Ill. Case No.
09-39055), eight months after its German parent filed for
insolvency.  The company listed assets of $6.44 million and
liabilities of $672.4 million in its voluntary Chapter 11
petition.

Edscha AG, the German auto parts company and parent of Edscha
North America, filed for insolvency for its European operations on
Feb. 2, 2009.  At the time, it cited "massive declining trends" in
the auto industry and difficulty in obtaining financing.

The debts incurred by the company's leveraged buyout through
Carlyle in late 2002 "was not responsible" for the insolvency
filing, but the massive slump in car sales.  The insolvency of
Edscha followed a 50% drop in some of the company's businesses
during the fourth quarter of 2008.

Germany-based Edscha AG manufactures door hinges, convertible
roofs and driver controls for major carmakers.  It was previously
owned by buyout firm Carlyle Group.


ENERGY MAINTENANCE: Moody's Assigns 'B3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Energy Maintenance Services Group I, LLC.  This rating is based on
EMS' current business fundamentals and financial condition as of
October 19.  This rating will not be monitored by Moody's and
therefore will be withdrawn shortly after this announcement.

The B3 CFR reflects the durable nature of EMS' revenue base.  In
December 2007, EMS was awarded a ten-year contract by a subsidiary
of Petroleos Mexicanos to provide pipeline maintenance and
associated services.  This contract is estimated to generate
approximately $400 million in revenues over the contract period
providing EMS with greater earnings visibility and stability as
well as opportunities to provide additional follow-on repair and
other related services to PEMEX.  The demand for EMS' core service
lines is primarily tied to existing pipeline infrastructure and
therefore is much more stable than other oilfield services
companies driven by the volatile drilling cycle.  Consequently,
the company's earnings have held up well this year and not
suffered severe declines like many similarly rated oilfield
services companies.

The rating is also supported by EMS' technical expertise,
experienced management and niche market position, being one of the
first companies to offer pipeline maintenance and management
across North America.  This is a highly fragmented business
traditionally comprised of small local companies.  The company has
a history of periodically issuing equity to fund growth and
rebalance its capital structure and Moody's expect that to
continue.

The rating is restrained by the company's tight liquidity, high
leverage and aggressive growth objectives.  EMS has been highly
acquisitive which brings inherent valuation and performance risks
and a continual need to raise external financing to fund
acquisitions and take on new contracts.  Since its inception in
2003 EMS has completed twenty-four acquisitions.  Much of the
funding for these acquisitions has been debt or other securities
Moody's view as debt-like, resulting in EMS' leverage metrics
being among the highest of similarly rated peers.

EMS relies primarily on cash on hand, internally generated cash
flows and accounts receivable factoring agreements in the US and
Mexico to cover working capital needs, maintenance capital
expenditures and debt service requirements.  The company does not
have a committed bank credit facility and therefore needs to
obtain external financing to fund its business development
activities or material up front expenditures on large new
contracts.  All of EMS' domestic assets are encumbered, thereby
leaving only its Mexican subsidiary's assets to provide
alternative sources of liquidity.

The last rating action was on October 19, 2007, when Moody's
assigned an unmonitored B3 CFR to EMS that was subsequently
withdrawn.

EMS is a privately owned Houston, Texas based company which
provides a full range of operations and maintenance services to
major pipeline operators, local distribution companies, and
independent power, oil, and gas producers.


ENERLUME ENERGY: Board Appoints John Ekegren as Acting President
----------------------------------------------------------------
The Board of Directors of Enerlume Energy Management Corporation
on October 15, 2009, appointed John Ekegren, 61, as Acting
President.  Mr. Ekegren has served as President and Chief
Executive Officer of the Guest Company from 1991 to 2001 and as
President of Pyramind Technologies Industrial LLC from 2002 to
2006.  Since 2006 Mr. Ekegren has served as Vice President of
Marketing and Sales for Enerlume.

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

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

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

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


ENNIS HOMES: Can Access Creditors Cash Collateral on Interim Basis
------------------------------------------------------------------
The Hon. Whitney Rimel of the U.S. Bankruptcy Court for the
Eastern District of California authorized, on an interim basis,
Ennis Homes, Inc., to:

   -- use cash collateral of $353,933 for the months of September
      and October 2009; and

   -- grant adequate protection to its secured creditors.

The Debtor requires use of cash collateral to continue selling
homes and closing escrows.  The Debtor said it is in the process
of negotiating a debtor-in-possession credit facility with one of
its largest secured creditor, Bank of America.

The Debtor proposes to grant secured creditors Wells Fargo Bank,
Valley Business Bank and Tri-Counties Bank replacement liens of
like kind and extent in the Debtor's accounts and general
intangibles in the same order of priority as each had prior to the
petition date.

Ennis Homes Inc. is a homebuilder in California.  Ennis Homes was
founded in 1979 by Ben Ennis and has become one of the largest
family owned homebuilders in the Central Valley,.  Son Brian Ennis
serves as President and daughter Pam Ennis acts as Vice President-
Marketing of the Company.

Ennis Homes Inc. filed for Chapter 11 on Feb. 3, 2009 (Bankr. E.D.
Calif. Case No. 09-10848).  Hagop T. Bedoyan, Esq., and Jacob L.
Eaton, Esq., represent the Debtor as counsel.  In its petition,
Ennis Homes listed between $100 million and $500 million each in
assets and debts.


EQUAN REALTY: Creditors Has Until Nov. 18 to File Proofs of Claim
-----------------------------------------------------------------
Robert D. Drain of the U.S. Bankruptcy Court Southern District of
New York has set Nov. 18, 2009, as the last day for creditors and
other interested parties in Equan Realty Corporation's Chapter 11
case to file proofs of claim.

The application for the claims bar date was made by Gregory
Messer, Esq., the Chapter 11 trustee of the estate of the Debtor.

Based in New York City, Equan Realty Corp. filed for Chapter 11
relief on Oct. 14, 2008 (Bankr. S.D. N.Y. Case No. 08-14017).
When the Debtor filed for protection from its creditors, it listed
total assets of $10,755,997, and total debts of $5,884,523.  Fred
Stevens, Esq., at Fox Rothschild LLP, represents the Debtor as
counsel.  The Chapter 11 trustee has selected Gary Frederick
Herbst, Esq., at LaMonica Herbst & Maniscalco as its counsel.


ERICKSON RETIREMENT: Files for Chapter 11 in Dallas
---------------------------------------------------
Erickson Retirement Communities LLC and its affiliates have filed
Chapter 11 petitions, with a prepetition deal to sell its senior
living centers to Redwood Capital Investors LLC, absent higher and
better offers.

Paul Rundell, executive vice president of restructuring and
finance of Erickson, said substantial loss of revenue and lower
than anticipated absorption rates, have forced Erickson to seek
Chapter 11.  He explained Erickson has suffered substantial
declines in sales and occupancy and have faced various obstacles
in their construction and development as a result of the
struggling economy, the weakened credit environment, limited
access to capital, declining real estate values, among other
things.  He added prospective senior residents are having
difficulty selling their homes and have lost significant amounts
of their retirement funds in the market, making it difficult, if
not impossible, for them to move into or remain in senior housing
facilities.

Immediately prior to the filing, the revolving credit lenders
froze a $20 million operating account and attempted to seize
another $16 million.  ERC had approximately $195.7 million in
outstanding secured debt under its corporate revolver.

The Company is asking for authorization to use cash collateral.
ERC has an emergency need for the immediate use of Cash Collateral
to, among other things, maintain ongoing day-to-day operations,
fund its working capital needs, and satisfy its payroll
obligations.

The revolving credit lenders have refused to grant consent for the
cash collateral use.  The Debtors have proposed to grant adequate
protection from any diminution in value of the lenders' interest
through the issuance of adequate protection liens and monthly
payments equal to the interest for the corporate revolver, which
amounts would be applied to reduce the principal.

                          Sale of Assets

Prepetition the Debtors engaged in extensive marketing efforts to
identify potential investors to purchase substantially all of the
Debtors' assets, operations and business or support a plan of
reorganization as the plan sponsor.  Houlihan, Lokey, Howard &
Zukin, Inc. was hired to evaluate alternatives.

On October 19, the Debtors executed a Master Purchase and Sale
Agreement with Redwood Capital Investments, LLC, for the sale of
all assets of the Debtors.

Houlihan will work with the Debtors to continue to negotiate with
and engage interested parties until the solicitation period
provided in the shop provision in the Redwood deal has expired.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement owns 20
continuing care retirement communities in 11 states.  Among
Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit, $347.5
million on construction credit, $64 million in accounts payable,
$47.8 million in subordinate debt, and $475 million in purchase
option deposits.


ESCADA AG: Panel Supports Objection to 717 GFC Lease Termination
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Escada (USA)
Inc., as a party-in-interest pursuant to Section 1l09(b) of the
Bankruptcy Code, joins in Escada USA Inc.'s objection to 717 GFC
LLC's request to terminate the lease agreement with the Debtor
involving a property at 717 Fifth Avenue, in New York.

As previously reported, Escada leased from 717 GFC its Fifth
Avenue store under a Lease Agreement that is set to expire on
June 30, 2016.  Under a third amendment to the Lease, 717 GFC
agreed to pay the Debtor $25 million instead of the $32.5 million
the Landlord owed under a Second Lease Amendment.  In exchange,
717 GFC asserted its right to either terminate the Lease or
relocate the Debtor to a smaller space in the same building.  An
additional $5 million would become payable to the Debtor upon the
Landlord's exercise of either option.

717 GFC has sought modification of the automatic stay to
terminate the Fifth Avenue Lease, noting that the Lessee's parent
company, Escada AG, commenced an insolvency proceeding in Germany
-- that event supposedly a default under the Lease.

Echoing the Debtor's contention, Melanie L. Cyganowski, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York,
maintains that 717 GFC was in default of its obligations under
the Lease prior to the Petition Date in the amount of $5 million.

"This default permitted, and continues to permit, the Debtor to
set off amounts due and owing by the Landlord, which amount is
currently $10 million, against the Debtor's rental obligations,"
according to Ms. Cyganowski.

In essence, Ms. Cyganowski says, 717 CFG's request is "[an]
attempt to make an end run around the Stay" in order to terminate
a lease postpetition where (i) the lessee, the Debtor, is able to
set off its entire rent obligation for, potentially, the next
several years, and (ii) the Landlord still owes $20 million to
the Debtor.  This view is bolstered by the Landlord's curious
omission of its Default and payment obligations to the Debtor in
its Lift Stay Motion, Ms. Cyganowski points out.

The Lease is a major asset of the Debtor that plays an important
role in any plan or restructuring in its Chapter 11 cases.
Hence, lifting the Stay and permitting the Landlord to proceed
with the termination of the Lease, especially at an early stage
in Escada's case, would profoundly impact the Debtor's estate to
the prejudice of its creditors, Ms. Cyganowski contends.

                     717 GFC Responds

Representing 717 GFC, Dennis H. McCoobery, Esq., at Stempel
Bennett Claman & Hochberg, P.C., in New York, maintains that the
Landlord "is not in default" under the Third Amended Lease
Agreement, which only gives Landlord the option to either make
cash payments to Escada, or to allow the Debtor a rent credit.

Escada has no right to demand a cash payment, Mr. McCoobery
argues.

Mr. McCoobery reminds the Court that the Landlord obtained
substantial rights in consideration of the "free rent period" it
offered the Debtor, which includes, in particular, the right to
relocate the Debtor to an alternate space, and to require it to
pay a substantial rent for that substituted space, for a
substantial time as guaranteed by Escada AG.

It may be, accordingly, that Escada now loses the benefit of a
free rent period going forward, because it is depriving the
Landlord of the compensating 'security' of the parent guaranty,
Mr. McCoobery says.  However, no anti-forfeiture provision
applies to the free rent period under the Third Amended Lease,
Mr. McCoobery notes, citing In re C.A.F. Bindery, Inc., 199 B.R.
828 (Bankr. S.D.N.Y. 1996).

The Landlord's central point has been that as a substantive
matter, Escada has no more right -- after its parent-guarantor's
insolvency filing which occurred prior to the Petition Date of
the Chapter 11 case -- to continue in occupancy under the Lease,
Mr. McCoobery emphasizes.

                         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: U.S. Court OKs OSH&R as Committee Counsel
----------------------------------------------------
The Official Committee of Unsecured Creditors of Escada (USA) Inc.
obtained the U.S. Bankruptcy Court's authority to retain
Otterbourg, Steindler, Houston & Rosen, P.C., as its counsel,
effective as of September 8, 2009.

LoriAnn Curnyn, on behalf of Baverische Hypo-und Vereinsbank AG,
co-chairperson of the Creditors' Committee, notes that given
OSH&R's extensive experience in, and knowledge of, business
reorganizations under Chapter 11 restructuring, the firm is
qualified to represent the Committee in the Chapter 11 case of
Escada USA Inc. in a cost-effective, efficient and timely manner.

As counsel to the Committee, OSH&R is expected to:

  (1) assist and advise the Committee in its consultation with
      the Debtor relative to the administration of the Chapter
      11 case;

  (2) attend meetings and negotiate with the representatives of
      the Debtor;

  (3) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtor's affairs;

  (4) assist the Committee in the review, analysis and
      negotiation of any plan of reorganization and to assist
      in the review, analysis and negotiation of the disclosure
      statement;

  (5) assist the Committee in the review, analysis, and
      negotiation of any financing agreements;

  (6) take all necessary action to protect and preserve the
      interests of the Committee, including (i) if appropriate,
      possible prosecution of actions on its behalf, (ii) if
      appropriate, negotiations concerning all litigation in
      which the Debtor is involved, and (iii) if appropriate,
      review and analysis of claims filed against the Debtor's
      estate;

  (7) generally prepare on behalf of the Committee all necessary
      motions, applications, answers, orders, reports and papers
      in support of positions taken by the Committee;

  (8) appear, as appropriate, before the Bankruptcy Court, the
      Appellate Courts, and the United States Trustee, and
      protect the interests of the Committee; and

  (9) perform all other necessary legal services in the Debtor's
      Chapter 11 case.

OSH&R's professionals will be paid according to the firm's
hourly rates, which are

          Designation                  Hourly Rate
          -----------                  -----------
          Partner/Counsel              $525 to $835
          Associate                    $245 to $550
          Paralegal                    $175 to $205

The firm will also be reimbursed for necessary and actual out-of-
pocket-expenses related to its engagement with the Committee.

Melanie L. Cyganowski, Esq., a member of OSH&R, discloses that
her firm has not and will not represent participants in
connection with the Debtor's case.  OSH&R has not agreed to share
(i) any compensation it may receive with another party or person,
other than with the firm's members and associates, or (ii) any
compensation another person or party has received or may receive.

Ms. Cyganowski adds that OSH&R will work closely with other
representatives of the Debtor and other professionals retained by
the Creditors' Committee to ensure that there is no unnecessary
duplication of services performed or charged to the Debtor's
estate.

OSH&R is a "disinterested person" as that term is defined under
Section 101(14) of the Bankruptcy Code, Ms. Cyganowski maintains.

                         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)


ESTATE FINANCIAL: Court OKs Sale of Interest in Calif. Property
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Thomas P. Jeremiassen, Chapter 11 trustee for Estate
Financial, Inc., and Bradley D. Sharp, the duly appointed
Chapter 11 trustee for Estate Financial Mortgage Fund, LLC, to:

   1) sell the interests in Tract 2162, Phases 2-6, Lakeview
      Drive, Paso Robles, California, free and clear of liens or
      interests;

   2) pay closing costs including brokerage commissions;

   3) reimburse prepetition and postpetition advances; and

   4) dispose or distribute the balance of proceeds.

The Trustees are authorized to fully assume, perform under,
consummate and implement the amended and restated purchase and
sale agreement, together with all additional instruments and
documents that may be necessary or desirable to implement the sale
agreement and the sale.

Estate Financial, Inc. -- http://www.estatefinancial.com/-- is a
California corporation that had been a license real estate
brokerage firm since the later 1980's.  EFI solicited funding for,
and arranged and made, loans secured by various real property.
EFI also was the sole manager of Estate Financial Mortgage Fund
LLC (EFMF), a California limited liability company that was
organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represent the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial listed total assets
of $27,428,550, and total debts of $7,316,755.


EXTENDED STAY: Examiner Wants $4.85 Million Budget
--------------------------------------------------
According to Bill Rochelle at Bloomberg News, the examiner for
Extended Stay Inc. says he needs four months and a $4.85 million
budget to investigate the operator of more than 680 long-term
lodging properties in 44 states.

To recall, Diana Adams, the U.S. Trustee for Region 2, has
appointed Salt Lake City lawyer and former judge Ralph Mabey as
examiner to probe claims that Extended Stay Hotels Inc. filed for
bankruptcy in a scheme to push out junior debt holders.

According to Erik Larson at Bloomberg, Mr. Mabey has already
collected 38,000 pages of evidence and interviewed nearly a dozen
parties, including private-equity firms, banks, and Extended
Stay's owner, he said in the filing.

Ms. Adams requested for a probe on the structuring, negotiation
and closing of the acquisition of the Debtors in 2007 by an
investment consortium led by Lightstone Group LLC Chairman David
Lichtenstein.   Mr. Lichtenstein acquired the Debtors from
Blackstone Group LP in April 2007 through a $7.4 billion secured
loan he availed from Wachovia Bank N.A., Bank of America N.A, and
Bear Stearns Commercial Mortgage Inc.  The $7.4 billion loan
consisted of a $3.3 billion "mezzanine" loan and a $4.1 billion
mortgage loan.

The U.S. Trustee's request came after some groups threw
allegations of fraud and dishonesty against Mr. Lichtenstein and
the lenders.  Those groups, which include Line Trust Corporation
Ltd. and Deuce Properties Ltd., accused the lenders of inducing
Mr. Lichtenstein to put the Debtors in bankruptcy to push junior
loan holders out of the money.  In return, the lenders allegedly
promised to indemnify Mr. Lichtenstein against $100 million in
liabilities and provide another $5 million to fight claims that
might be asserted by junior lenders.

                        About Extended Stay

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

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

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

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


FAIRPOINT COMMS: Union Complains on Additional Concessions
----------------------------------------------------------
WMUR.com reports that the International Brotherhood of Electrical
Workers Local 2320, one of FairPoint Communications' biggest
unions, is complaining that the Company is making unplanned
"substantial financial concessions".  FairPoint had asked for an
extension to pay millions of dollars to lenders as it tries to
avoid Chapter 11 bankruptcy.  WMUR.com relates that leaders of the
International Brotherhood met with members Sunday, saying it's too
early for members to begin talking about a strike.  According to
WMUR.com, union members said that they are upset that FairPoint is
asking for money and that it's a burden that wasn't included when
they negotiated their contract with FairPoint when the Company
took over for Verizon in 2008.  The union opposes any changes to
the contract partly because it claimed that it helped FairPoint
get $400 million in concessions from Verizon, says the report.

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.


FAIRMOUNT PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Fairmount Properties PA LLC
        123 South Broad Stree, Suite 1250
        Philadelphia, PA 19109

Bankruptcy Case No.: 09-17849

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Albert A. Ciardi III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Stree, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: tbielli@ciardilaw.com

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

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

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

The petition was signed by Michael R. Berkman, managing member of
the Company.


FAIRVIEW EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Fairview Excavating, LLC
        410 Mills Gap Road
        Fletcher, NC 28732

Bankruptcy Case No.: 09-11145

Chapter 11 Petition Date: October 16, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  Email: judyhj@bellsouth.net

Estimated Assets: $500,001 to $1,000,000

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

According to the schedules, the Company has assets of at least
$955,294, and total debts of $2,062,334.

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

        http://bankrupt.com/misc/ncwb09-11145.pdf

The petition was signed by James Anthony Riels, member/manager of
the Company.


FIRST CHARTER PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: First Charter Properties, LLC
        123 South Broad Stree, Suite 1250
        Philadelphia, PA 19109

Bankruptcy Case No.: 09-17847

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Albert A. Ciardi III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Stree, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: tbielli@ciardilaw.com

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

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

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

The petition was signed by Michael R. Berkman, managing member of
the Company.


FONTAINEBLEAU LV: Soffer Drops Out of Vegas Decisions
-----------------------------------------------------
Douglas Hanks at The Miami Herald reports that Fontainebleau Las
Vegas developer Jeffrey Soffer removed himself from negotiations
to sell the bankrupt project due to accusations of conflict of
interest.

Jeffrey Soffer has recused himself from key decisions on selling
Fontainebleau Las Vegas, trying to address lender concerns about
the developer's financial exposure on the $2 billion project, his
lawyers said, according to the report.

A group of lenders owed for term loans to Fontainebleau asked the
Court for an order converting the Chapter 11 cases of the Debtors
to liquidation under Chapter 7 of the Bankruptcy Code.

The Term Lenders said that while they are amenable to a sale of
the unfinished project under Chapter 11, "pervasive conflicts of
interest" that exist among the Debtors on the one hand, and their
principals, officers, managers, affiliates and related parties on
the other hand, compel the prompt appointment of an independent
fiduciary to manage the sale and liquidation process.  These
conflicts result largely from: (a) the two individuals primarily
in charge of the Debtors' management, Jeffrey Soffer who has been
referred to by counsel for the Debtors in the Chap. 11 cases as
the "ultimate controlling authority of the debtors", and Howard
Karawan who serves as the Debtors' chief restructuring officer,
serve in a variety of other capacities for the Debtors'
affiliates, including as managers or officers of the Debtors'
nondebtor parent, Fontainebleau Resorts, LLC; and (b) Mr. Soffer,
the Parent, and other entities related to the Debtors or Mr.
Soffer are liable to third parties, including the Term
Lenders, under various guaranty or indemnity agreements.

According to Miami Herald, Bankruptcy Judge A. Jay Cristol was
skeptical of Mr. Soffer's move, saying "nobody is going to believe
he's not running the show."  Over Fontainebleau objections, Judge
Cristol said he would name an examiner to monitor negotiations for
the unfinished condo-hotel and casino.

Fontainebleau has said they are nearing a deal to auction off the
project, which would cost an estimated $1.5 billion to finish.
Penn National Gaming is negotiating to make an opening stalking
horse bid on the Fontainebleau Vegas that would amount to pennies
on the dollar for lenders who fronted $1.6 billion for the venture
and contractors with roughly $600 million in liens on the
property.

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.

                  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)


FOREST CITY: Gets Commitments for $750-Mil. Revolver Renewal
------------------------------------------------------------
Forest City Enterprises, Inc. provided a progress update on the
modification and renewal of its $750 million revolving credit
facility, and also announced extensions and refinancings among its
property-level, non-recourse debt maturities.

The company has received preliminary, non-binding commitments from
a majority of its current 14-member bank group to participate in a
renewed revolving credit facility.  The preliminary commitments
are based on a revised term sheet that is the subject of active
discussions between the Company and its lenders, and are
conditional on approval of the term sheet by all participating
lenders, and any or all of the lenders who have preliminarily
approved the term sheet may retract their approvals.  Preliminary
commitments to date account for approximately 60% of the total
commitment being sought.  While the Company cannot predict the
outcome of this approval process and any further negotiations with
the lenders, the term sheet for the extension of the facility
contemplates a reduced total commitment from the lenders,
increased borrowing costs, modification to the financial covenants
and the addition of operational covenants.  If approved,
additional terms and conditions of the facility will be announced
at the time of closing.  The current facility is scheduled to
mature in March 2010.

Separately, Forest City announced $150.3 million, at 100% ($97.2
million related to consolidated properties and $53.1 million
related to unconsolidated properties), in refinancings and loan
extensions not previously reported.

The Company closed these transactions related to consolidated
properties:

    --  On September 30, 2009, the Company closed a three-year
        extension of a $90.8 million loan for 2 Hanson Place, a
        10-story, 399,000-square-foot office building adjacent
        to the Company's Atlantic Terminal retail center in
        Brooklyn, NY; and

    --  Also on September 30, the Company closed a $6.4 million,
        10-year refinancing for Lofts 23, a 51-unit, loft-style
        apartment property at the Company's University Park at MIT
        in Cambridge, MA.

In addition, the Company closed these transactions related to
unconsolidated properties:

    --  A $17.7 million, two-year extension of financing, at
        100 percent, related to Sterling Lakes, a master-planned
        community in Pepper Pike, OH, which closed on
        September 30;

    --  A $4.9 million refinancing, at 100 percent, related
        to Perrytown Place Apartments, a 231-unit, senior
        housing apartment community in Pittsburgh, PA, also
        closed on September 30; and,

    --  A $30.5 million, five-year refinancing, at 100 percent,
        for Golden Gate Plaza, a 361,000-square-foot specialty
        retail center in suburban Cleveland, which closed on
        October 1.

                       About Forest City

Based in Cleveland, Ohio, Forest City Enterprises, Inc. (FCE.A) --
http://www.forestcity.net/-- is a $10.9-billion, NYSE-listed
national real estate company.  The Company is principally engaged
in the ownership, development, management and acquisition of
commercial and residential real estate and land throughout the
United States.

                         *     *     *

Forest City carries a 'B+' corporate credit rating from Standard &
Poor's.


FORUM HEALTH: Former CEO's Consultancy Fee Upsets Union
-------------------------------------------------------
Walter Pishkur has left Forum Health as chief executive officer
but is returning to the Company as consultant, subject to approval
from the Bankruptcy Court.  WYTV reports that the SEIU Local 1199
is upset over Mr. Pishkur's potential consulting salary.  WYTV
quoted Mary Ann Hupp as saying, "Rehiring CEO Pishkur is just a
step backward for a hospital system that is attempting to emerge
from bankruptcy."  According to the report, Mr. Pishkur would
receive "$9000 versus his $6900 weekly salary".  The report states
that the union welcomes Chuck Neuman as interim CEO.

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.


FOX HILLS SPE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Fox Hills SPE, LLC
        333 Seventh Avenu, 3rd Floor
        New York, NY 10001

Bankruptcy Case No.: 09-16151

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Southern District of New York

Judge: Arthur J. Gonzalez

Debtor's Counsel: Joseph Corneau, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenu, 17th Floor
                  New York, NY 10017
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: jcorneau@klestadt.com

                  Tracy L. Klestadt, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenu, 17th Floor
                  New York, NY 10017-6314
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: tklestadt@klestadt.com

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

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

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

The petition was signed by Sara Pfrommer, C.R.O. & general counsel
of the Company.


FREEDOM COMMUNICATIONS: Paper Carriers Appeal Cash Use Approval
---------------------------------------------------------------
Law360 reports that a group of paper carriers that settled a class
action against Freedom Communications Holdings Inc. in 2008 has
appealed a bankruptcy court's decision to allow the debtor to use
prepetition lenders' cash collateral over objections by the
carriers and unsecured creditors.

Freedom Communications Inc. was given authority by Bankruptcy
Judge Brendan Shannon over objection from creditors for the use of
cash and $29 million that was earmarked before bankruptcy to pay
settlement of a class-action suit brought by newspaper delivery
personnel.

The Creditors Committee had opposed the use of cash collateral.
According to the Committee, the terms of the cash collateral
request require the Debtors to make impermissible payments of pre-
and postpetition interest and fees to the lenders on putatively
undersecured claims and grant liens on presently unencumbered
valuable assets, while imposing severe constraints on the ability
of creditors to investigate or challenge the lenders' claims.

                        The Chapter 11 Plan

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

                    About Freedom Communications

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

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

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


GARRETT-BECK CORPORATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Garrett-Beck Corporation
           dba Goose Creek Rehabilitation & Healthcare Center
           aka Garrett-Beck Corp.
           fdba Baytown Nursing Home
        1106 Park Street
        Baytown, TX 77520

Bankruptcy Case No.: 09-37774

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Southern District of Texas, Houston Division

Judge: Marvin Isgur

Debtor's Counsel: James B. Jameson, Esq.
                  Attorney at Law
                  3355 West Alabam, Suite1160
                  Houston, TX 77098
                  Tel: (713) 807-1705
                  Fax: (713) 807-1710
                  Email: jbjameson@jamesonlaw.net

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

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

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

The petition was signed by Barbara Garrett, president of the
Company.


GK COASTAL: Chapter 11 Case Summary & Unsecured Creditor
--------------------------------------------------------
Debtor: GK Coastal LLC
        8202 Coastal Hwy
        Ocean City, MD 21842

Bankruptcy Case No.: 09-29799

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Tate M. Russack, Esq.
                  Russack Associate, LLC
                  100 Severn Avenu, Suite 101
                  Annapolis, MD 21403
                  Tel: (410) 505-4150
                  Fax: (410) 510-1390
                  Email: Tate@russacklaw.com

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

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

The Debtor identified PNC with a debt claim (5401 Coastal Hwy
Ocean City, Maryland) for $10,000,000 ($3,150,000 secured) as its
largest unsecured creditor.  A full-text copy of the Debtor's
petition, including a list of its largest unsecured creditor, is
available for free at:

         http://bankrupt.com/misc/mdb09-29799.pdf

The petition was signed by George J. Kavounis, manager of the
Company.


GK ELEVEN: Chapter 11 Case Summary & Unsecured Creditor
-------------------------------------------------------
Debtor: GK Eleven LLC
        8202 Coastal Hwy
        Ocean City, MD 21842

Case No.: 09-29800

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Tate M. Russack, Esq.
                  Russack Associate, LLC
                  100 Severn Avenu, Suite 101
                  Annapolis, MD 21403
                  Tel: (410) 505-4150
                  Fax: (410) 510-1390
                  Email: Tate@russacklaw.com

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

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

The petition was signed by George J. Karvounis, the company's
manager.

Debtor's List of Largest Unsecured Creditors:

Entity                         Nature of Claim        Claim Amount
------                         ---------------        ------------
Artisan's Commercial           11210 St. Martins      $1,360,000
Banking Dept.                  Neck Rd.               ($398,700
2961 Centerville Rd.           Bishopville, MD 21813   secured)
Wilmington, DE 19808


GMAC INC: To Sell Property-Casualty Insurance Biz. to AmTrust JV
----------------------------------------------------------------
GMAC Inc. said that on October 16 a subsidiary reached an
agreement to sell its U.S. consumer property and casualty
insurance business to American Capital Acquisition Corporation.
This agreement follows a comprehensive strategic review of GMAC's
broader insurance business, which includes GMAC's U.S. automobile,
commercial vehicle, motorcycle and recreational vehicle insurance
offerings.

The dealer-related insurance business, which includes extended
service contracts and insurance for auto dealer inventories, is
not affected by this transaction and remains a strategic component
of GMAC's insurance platform.

The closing of the transaction is subject to regulatory approval
and other customary closing conditions.

GMAC's consumer property and casualty insurance business is one of
the leading writers of automobile coverages through independent
agents in the United States.  It utilizes a network of 10,500
agents in 12 core markets, as well as exclusive relationships with
23 affinity partners.  GMAC's U.S. consumer property and casualty
insurance business had a net written premium in excess of
$1 billion dollars in 2008 that encompassed all fifty states.  Its
coverages include standard/preferred auto, RVs, non-standard auto
and commercial auto.

According to Bloomberg News, GMAC is selling insurance units as it
tries to rebound from losses tied to home and auto loans.  GMAC
reached a deal in November to sell a reinsurance business and two
insurance units to Maiden Holdings Ltd.

"This is getting them additional capital," said Mirko Mikelic, who
helps oversee $19 billion at Fifth Third Asset Management in Grand
Rapids, Michigan. Proceeds from the sale are likely to be
relatively small, he said.  "It was one of the businesses that was
just hanging in there."

                        AmTrust Financial

AmTrust Financial Services, Inc., on Oct. 19 separately announced
that it has entered into an agreement to make a strategic
investment in ACAC in connection with the acquisition by ACAC of
GMAC's U.S. consumer property and casualty insurance business.
AmTrust will initially invest approximately $42.5 million dollars
in a Convertible Preferred Security.

Barry Zyskind, President and CEO of AmTrust, stated, "This
investment is not only a very attractive preferred equity
investment for AmTrust, but it provides strong strategic
advantages as well. Primarily it provides us immediate access to a
new distribution force of 10,500 agents that will be equipped to
cross sell our AmTrust products.  Additionally, this investment
will generate substantial fee income for AmTrust, from both the
development of our unique IT platform and for asset management
services, as well as generate underwriting profits through the
contemplated reinsurance agreement."

The acquisition is subject to regulatory approval and is expected
to close in the first quarter of 2010.

                About American Capital Acquisition

American Capital Acquisition Corporation, an affiliate of American
Capital Partners, LLC, is a newly formed acquisition corporation.
The principal of ACAC was a founder of AmTrust Financial Services,
Inc. (AFSI) and Maiden Holdings, Ltd., and has had a long
successful history in financial services.

AmTrust Financial Services, Inc., headquartered in New York City,
is a multinational insurance holding company, which, through its
insurance carriers, offers specialty property and casualty
insurance products, including workers' compensation, commercial
automobile and general liability; extended service and warranty
coverage.  See http://www.amtrustgroup.com/

                        About GMAC Inc.

GMAC Inc. -- http://media.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking.  As of June 30,
2009, the company had approximately $181 billion in assets.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in GMAC to FIM Holdings LLC, an
investment consortium led by Cerberus FIM Investors, LLC, the sole
managing member. On December 24, 2008, the Board of Governors of
the Federal Reserve System approved its application to become a
bank holding company under the Bank Holding Company Act of 1956,
as amended.  In connection with this approval, GM and FIM Holdings
were required to significantly reduce their voting equity
ownership interests in GMAC.

GMAC Inc. had total assets of $181,248,000,000 against total debts
of $155,202,000 as of June 30, 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit. The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition. Visit online in the U.S. at
http://www.AllyBank.com/or in Canada at http://www.ally.ca
Ally Bank's total assets were $42.5 billion at the end of the
second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.  ResCap's balance sheet showed total assets of $21.9 billion,
total liabilities of $20.9 billion and stockholders equity of
$1.0 billion.

                         *     *     *

GMAC Inc. and Residential Capital LLC carry "CCC/Negative/C"
ratings from Standard & Poor's Ratings Services.

GMAC reported a second quarter 2009 after-tax net loss of
$3.9 billion, compared to a net loss of $2.5 billion in the second
quarter of 2008.  GMAC has obtained two bailouts totaling
$12.5 billion from the U.S. government during the economic crisis
in 2008.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its $1.0 billion investment related to ResCap's
equity position would likely be reduced to zero.  In addition, as
of June 30, 2009, GMAC had approximately $3.5 billion in secured
financing arrangements and secured hedging agreements with ResCap
of which approximately $2.9 billion in loans and $32 million
related to hedging agreements had been utilized.


GMAC INC: Preferred Blocker Unit Merged to Parent
-------------------------------------------------
Effective June 30, 2009, GMAC LLC was converted from a Delaware
limited liability company into a Delaware corporation in
accordance with applicable law, and was renamed "GMAC Inc."  In
connection with the Conversion, the 7% Cumulative Perpetual
Preferred Stock of Preferred Blocker Inc., a wholly-owned
subsidiary of GMAC Inc., was required to be converted into or
exchanged for preferred stock of GMAC.  For this purpose, GMAC had
previously authorized for issuance its 7% Fixed Rate Cumulative
Perpetual Preferred Stock, Series G.

Pursuant to the terms of a Certificate of Merger, effective
October 15, 2009, PBI has merged with and into GMAC, with GMAC
continuing as the surviving entity.   At the Effective Time, each
share of the Blocker Preferred issued and outstanding immediately
prior to the Effective Time was converted into the right to
receive an equal number of newly issued shares of Series G
Preferred.  In the aggregate, 2,576,601 shares of Series G
Preferred were issued in connection with the Merger.

In connection with the Merger, GMAC's keep-well agreement with PBI
terminated in accordance with its terms.  The keep-well agreement
had previously obligated GMAC to provide funds to PBI necessary to
pay all expenses and unpaid dividends on the Blocker Preferred in
the event that dividend payments on Fixed Rate Cumulative
Perpetual Preferred Stock, Series E, held by PBI were insufficient
to pay in full such expenses and declared and unpaid dividends on
the Blocker Preferred.  In addition, each share of Series E
Preferred previously held by PBI was canceled and returned to
authorized but unissued status.

The Series G Preferred has substantially the same rights,
preferences and economic benefits as previously provided to
holders of the Blocker Preferred pursuant to the terms and
conditions of the Blocker Preferred and Series E Preferred.  Among
other terms, the Series G Preferred will bear interest at a rate
of 7% per annum and will rank equally in right of payment with
each of GMAC's outstanding series of preferred stock in accordance
with the terms thereof.  The additional terms and conditions
applicable to the Series G Preferred are included in GMAC's
Certification of Incorporation, dated June 30, 2009.

                         About GMAC Inc.

GMAC Inc. -- http://media.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking.  As of June 30,
2009, the company had approximately $181 billion in assets.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in GMAC to FIM Holdings LLC, an
investment consortium led by Cerberus FIM Investors, LLC, the sole
managing member. On December 24, 2008, the Board of Governors of
the Federal Reserve System approved its application to become a
bank holding company under the Bank Holding Company Act of 1956,
as amended.  In connection with this approval, GM and FIM Holdings
were required to significantly reduce their voting equity
ownership interests in GMAC.

GMAC Inc. had total assets of $181,248,000,000 against total debts
of $155,202,000 as of June 30, 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit. The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition. Visit online in the U.S. at
http://www.AllyBank.com/or in Canada at http://www.ally.ca
Ally Bank's total assets were $42.5 billion at the end of the
second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.  ResCap's balance sheet showed total assets of $21.9 billion,
total liabilities of $20.9 billion and stockholders equity of
$1.0 billion.

                         *     *     *

GMAC Inc. and Residential Capital LLC carry "CCC/Negative/C"
ratings from Standard & Poor's Ratings Services.

GMAC reported a second quarter 2009 after-tax net loss of
$3.9 billion, compared to a net loss of $2.5 billion in the second
quarter of 2008.  GMAC has obtained two bailouts totaling
$12.5 billion from the U.S. government during the economic crisis
in 2008.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its $1.0 billion investment related to ResCap's
equity position would likely be reduced to zero.  In addition, as
of June 30, 2009, GMAC had approximately $3.5 billion in secured
financing arrangements and secured hedging agreements with ResCap
of which approximately $2.9 billion in loans and $32 million
related to hedging agreements had been utilized.


GMAC INC: FIM Restructures Common Stock Investments
---------------------------------------------------
GMAC Inc. said October 16 that FIM Coinvestors Holdings I LLC, FIM
CB Holdings LLC, CB FIM LLC, CB FIM Coinvestors I, LLC, and CB FIM
Coinvestors, LLC, each of which holds GMAC Inc. common stock, have
entered into agreements with GMAC to restructure their common
stock investments.  Effective October 15, 2009, GMAC exchanged all
of the GMAC common stock previously held by each FIM Entity for
new shares of GMAC common stock with identical terms to the Old
Common Stock in an amount equal to the number of shares of Old
Common Stock acquired from each respective FIM Entity.  Under the
Restructuring Agreements, each FIM Entity is obligated to
distribute the New Common Stock to its equity holders and dissolve
and terminate its existence as soon as practicable following
October 15, 2009.  As a result, the FIM Investors will hold common
stock of GMAC directly and not through their investments in the
FIM Entities.

The Series G Preferred and the New Common Stock were issued in
reliance on Section 4(2) of the Securities Act of 1933, as
amended.

                        About GMAC Inc.

GMAC Inc. -- http://media.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking.  As of June 30,
2009, the company had approximately $181 billion in assets.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in GMAC to FIM Holdings LLC, an
investment consortium led by Cerberus FIM Investors, LLC, the sole
managing member. On December 24, 2008, the Board of Governors of
the Federal Reserve System approved its application to become a
bank holding company under the Bank Holding Company Act of 1956,
as amended.  In connection with this approval, GM and FIM Holdings
were required to significantly reduce their voting equity
ownership interests in GMAC.

GMAC Inc. had total assets of $181,248,000,000 against total debts
of $155,202,000 as of June 30, 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit. The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition. Visit online in the U.S. at
http://www.AllyBank.comor in Canada at http://www.ally.ca
Ally Bank's total assets were $42.5 billion at the end of the
second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.  ResCap's balance sheet showed total assets of $21.9 billion,
total liabilities of $20.9 billion and stockholders equity of
$1.0 billion.

                         *     *     *

GMAC Inc. and Residential Capital LLC carry "CCC/Negative/C"
ratings from Standard & Poor's Ratings Services.

GMAC reported a second quarter 2009 after-tax net loss of
$3.9 billion, compared to a net loss of $2.5 billion in the second
quarter of 2008.  GMAC has obtained two bailouts totaling
$12.5 billion from the U.S. government during the economic crisis
in 2008.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its $1.0 billion investment related to ResCap's
equity position would likely be reduced to zero.  In addition, as
of June 30, 2009, GMAC had approximately $3.5 billion in secured
financing arrangements and secured hedging agreements with ResCap
of which approximately $2.9 billion in loans and $32 million
related to hedging agreements had been utilized.


GMAC INC: Ally Bank Builds Deposits by Needling Rivals
------------------------------------------------------
Dakin Campbell at Bloomberg News reports that GMAC Inc. has
attracted $2.9 billion of new deposits and riled its rivals by
offering the highest interest rates and running advertisements
that portray bankers as deceptive.

Ally Bank's total assets were $42.5 billion at the end of the
second quarter of 2009, which included $11.9 billion of assets at
the auto division and $30.6 billion of assets at the mortgage
division.  This compares to $36.4 billion of assets at March 31,
2009.  Deposits increased in the second quarter to $25.4 billion
as of June 30, 2009, which included $14.5 billion of retail
deposits, $8.7 billion of brokered deposits, and $2.2 billion of
other deposits.  This compares to $22.5 billion of deposits at
March 31, 2009, comprised of $11.0 billion of retail, $9.5 billion
of brokered, and $2.0 billion of other deposits.

Analysts say Ally is attracting "hot money" from depositors
concerned only about yield who will pull out as soon as someone
else offers more.  "The government has created an artificial
competitor," said Christopher Whalen, managing director of
Torrance, California-based Institutional Risk Analytics and
creator of the IRA Bank Monitor, which rates the health of banks
for consumers.  "Every bank in the U.S. is at a disadvantage
because our government is picking losers as winners."

                        About GMAC Inc.

GMAC Inc. -- http://media.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking.  As of June 30,
2009, the company had approximately $181 billion in assets.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in GMAC to FIM Holdings LLC, an
investment consortium led by Cerberus FIM Investors, LLC, the sole
managing member. On December 24, 2008, the Board of Governors of
the Federal Reserve System approved its application to become a
bank holding company under the Bank Holding Company Act of 1956,
as amended.  In connection with this approval, GM and FIM Holdings
were required to significantly reduce their voting equity
ownership interests in GMAC.

GMAC Inc. had total assets of $181,248,000,000 against total debts
of $155,202,000 as of June 30, 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit. The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition. Visit online in the U.S. at
http://www.AllyBank.com/or in Canada at http://www.ally.ca
Ally Bank's total assets were $42.5 billion at the end of the
second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.  ResCap's balance sheet showed total assets of $21.9 billion,
total liabilities of $20.9 billion and stockholders equity of
$1.0 billion.

                         *     *     *

GMAC Inc. and Residential Capital LLC carry "CCC/Negative/C"
ratings from Standard & Poor's Ratings Services.

GMAC reported a second quarter 2009 after-tax net loss of
$3.9 billion, compared to a net loss of $2.5 billion in the second
quarter of 2008.  GMAC has obtained two bailouts totaling
$12.5 billion from the U.S. government during the economic crisis
in 2008.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its $1.0 billion investment related to ResCap's
equity position would likely be reduced to zero.  In addition, as
of June 30, 2009, GMAC had approximately $3.5 billion in secured
financing arrangements and secured hedging agreements with ResCap
of which approximately $2.9 billion in loans and $32 million
related to hedging agreements had been utilized.


GMAC INC: Says Majority of Chrysler Dealers to Qualify for Loans
----------------------------------------------------------------
According to Detroit News, GMAC Financial Services President Bill
Muir said that the number of Chrysler dealers expected to close
because they don't qualify for new loans through the lender is
likely to be small.  GMAC was designated the new finance company
for Chrysler Group LLC dealers after the automaker filed for
bankruptcy.

Detroit News relates that the U.S. Treasury Department, which
provided loans to Chrysler to continue operations, said the
automaker's former captive finance company, Chrysler Financial,
could no longer offer "floor plan" financing to Chrysler's 2,400
dealers.  That's a line of credit dealers use to buy vehicles to
stock their showrooms.  Instead, GMAC, which is technically a
bank, was named the preferred lender and would provide floor plan
financing, as well as consumer loans.

GMAC provided temporary floor plan loans, with the goal of
approving by mid-November permanent loans to the 1,500 dealers who
applied for them.

"Nearly 900 have completed the process to convert from the interim
to post-interim wholesale credit lines," Mr. Muir said.  "The vast
majority of the remainder are approved, and GMAC is completing
dealership visits and documentation to finalize the loans.

"It is possible that a select number may not qualify during this
final step, but we expect the vast majority to be completed."

                          About GMAC Inc.

GMAC Inc. -- http://media.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking.  As of June 30,
2009, the company had approximately $181 billion in assets.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in GMAC to FIM Holdings LLC, an
investment consortium led by Cerberus FIM Investors, LLC, the sole
managing member. On December 24, 2008, the Board of Governors of
the Federal Reserve System approved its application to become a
bank holding company under the Bank Holding Company Act of 1956,
as amended.  In connection with this approval, GM and FIM Holdings
were required to significantly reduce their voting equity
ownership interests in GMAC.

GMAC Inc. had total assets of $181,248,000,000 against total debts
of $155,202,000 as of June 30, 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit. The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition. Visit online in the U.S. at
http://www.AllyBank.com/or in Canada at http://www.ally.ca
Ally Bank's total assets were $42.5 billion at the end of the
second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.  ResCap's balance sheet showed total assets of $21.9 billion,
total liabilities of $20.9 billion and stockholders equity of
$1.0 billion.

                         *     *     *

GMAC Inc. and Residential Capital LLC carry "CCC/Negative/C"
ratings from Standard & Poor's Ratings Services.

GMAC reported a second quarter 2009 after-tax net loss of
$3.9 billion, compared to a net loss of $2.5 billion in the second
quarter of 2008.  GMAC has obtained two bailouts totaling
$12.5 billion from the U.S. government during the economic crisis
in 2008.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its $1.0 billion investment related to ResCap's
equity position would likely be reduced to zero.  In addition, as
of June 30, 2009, GMAC had approximately $3.5 billion in secured
financing arrangements and secured hedging agreements with ResCap
of which approximately $2.9 billion in loans and $32 million
related to hedging agreements had been utilized.


GRAPE REALTY: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Crain's New York Business reports Grape Realty Inc. filed for
Chapter 11 bankruptcy protection on October 6, 2009, listing
$100,001 to $500,000 in assets and $100,001 to $500,000 in debts
owed to creditors including A-G Holdings, owed about $180,000; and
the New York State Department of Taxation and Finance, owed about
$300.

The Debtor, according to Crain's, is among the seven large
companies that recently filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court for the Southern and Eastern
Districts of New York.


GREATER ATLANTIC: Extends TruPS Offer to Purchase to October 26
---------------------------------------------------------------
Greater Atlantic Financial Corp., MidAtlantic Bancorp, Inc. and
GAF Merger Corp. extended the expiration date for the offer to
purchase for cash not less than 505,040 and up to 649,151 Greater
Atlantic Capital Trust I 6.50% Cumulative Convertible Trust
Preferred Securities to 5:00 p.m., Eastern Time, on October 26,
2009.

As of October 14, 2009, holders of Securities had tendered an
aggregate of 218,373 Securities.  Holders of the Securities who
participate in the tender offer will receive $1.05 in cash for
each Security validly tendered.  Holders who have previously
tendered their Securities continue to have the right to revoke
such tenders at any time prior to the new expiration date by
complying with the revocation procedures set forth in the Offer to
Purchase relating to the tender offer.

In addition to the condition that at least 505,040 Securities be
tendered, the tender offer is subject to a number of other
conditions which are described in the Offer to Purchase.

Requests for copies of the Offer to Purchase and related documents
may be directed to Laurel Hill Advisory Group, LLC, the
information agent for the tender offer, at (917) 338-3181.

As reported by the Troubled Company Reporter, Greater Atlantic on
October 5, 2009, commenced a consent solicitation to obtain the
consent of holders of 6.50% Cumulative Convertible Trust Preferred
Securities of Greater Atlantic Capital Trust I to a supplemental
indenture to the Indenture, dated as of March 20, 2002, by and
between Greater Atlantic and Wilmington Trust Company, as
Indenture Trustee, governing the junior subordinated debentures
related to the Securities.

The terms of the supplemental indenture would permit Greater
Atlantic to purchase the Securities in the tender offer despite
the fact that Greater Atlantic exercised its right under the
Indenture to defer interest payments on the debentures.

Greater Atlantic is offering to pay $1.05 per share for the 6.50%
Cumulative Convertible TruPS.  The Company has said about 960,738
shares of 6.50% Cumulative Convertible TruPS are outstanding.

On June 15, 2009, Greater Atlantic entered into a definitive
Agreement and Plan of Merger with MidAtlantic Bancorp, Inc., and
GAF Merger Corp.  Pursuant to the Agreement and Plan of Merger,
MidAtlantic will acquire GAFC.

As a result of certain provisions of the federal securities laws,
MidAtlantic and Acquisition Sub are deemed to be co-bidders in the
tender offer.

A full-text copy of the First Amendment of Agreement and Plan of
Merger, dated as of September 29, 2009, is available at no charge
at http://ResearchArchives.com/t/s?467d

                    About Greater Atlantic

Greater Atlantic Financial Corp. is a bank holding company whose
principal activity is the ownership and management of Greater
Atlantic Bank.  The bank originates commercial, mortgage and
consumer loans and receives deposits from customers located
primarily in Virginia, Washington, D.C. and Maryland.  The bank
operates under a federal bank charter and provides full banking
services.

As of June 30, 2009, the Company had $204,596,000 in total assets
and $216,209,000 in total liabilities, resulting in $11,613,000 in
stockholders' deficit.

                       Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


GREEKTOWN HOLDINGS: Neither Plan Has Full Creditor Support
----------------------------------------------------------
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: Celani & Plainfield Withdraw Competing Plan
---------------------------------------------------------------
Michigan businessman Tom Celani and hedge fund Plainfield Asset
Management have withdrawn their offer for Greektown, the Detroit
News reported, citing Celani.  The withdrawal of Plainfield and
Celani's group, Luna Greektown LLC, removes a possible block for
another plan to hand control of Greektown to secured creditors
represented by Merrill Lynch, the newspaper said.

Greektown Holdings and Merrill Lynch Capital, as administrative
agent of the Debtors' Lenders, have co-proposed a Chapter 11 plan.

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

More details about the competing plans are available at:

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

                      About Greektown Casino

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

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

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


GREEKTOWN HOLDINGS: Committee Wants Lenders Discovery Limited
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Greektown
Holdings LLC's cases and Deutsche Bank Trust Company Americas, as
indenture trustee, seek a protective order from the Court
prohibiting Merrill Lynch Capital Corp., as administrative agent
for the prepetition lenders and the DIP lenders, and the Debtors
from taking depositions pursuant to notices of deposition served
upon them.

The Debtors and Merrill Lynch are the proponents of a joint plan
of reorganization submitted to the Court for confirmation.

Joel D. Applebaum, Esq., at Clark Hill PLC, in Detroit, Michigan,
contends that cause exists for the issuance of a protective order
because the Joint Movants have no specialized knowledge, specific
information or relevant experience pertaining to the discovery
topics set in the Deposition Notices.  He adds that in light of
the expedited discovery schedule in connection with the Plan
confirmation process, the Depositions sought by the Plan
Proponents are unduly burdensome, amount to a waste of time and
resources, and are not calculated to lead to the discovery of
relevant or admissible evidence.

Furthermore, Mr. Applebaum argues that the Plan Proponents'
demands are improper because any knowledge or information
possessed by the Joint Movants is solely based on communications
the Joint Movants had with their counsels and the information is
not discoverable because it is the result of privileged
communications or attorney work-product.

                      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: Settles Dispute With City of Detroit
--------------------------------------------------------
Greektown Holdings LLC, Merrill Lynch Capital Corporation, as
administrative agent for the prepetition lenders and the DIP
lenders, and the City of Detroit ask Judge Shapero to approve a
settlement agreement that aims to resolve issues among them.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, relates that the parties' Settlement provides a
global resolution of all of the outstanding issues of dispute
between the Debtors and the City, including disputes relating to
the Development Agreement, the Tax Rollback and the City's
objections to the Debtors' Chapter 11 Plan of Reorganization.

Entry into the Settlement would avoid significant disputes with
the City over alleged defaults under the Current Development
Agreement between the Debtors and the City, including the
Debtors' requirements to build out a theater and conduct a public
offering of interests in Greektown Casino LLC to the City's
residents and certain other alleged defaults which could cost the
estates significant sums of money, Mr. Weiner elaborates.

Non-resolution of the disputes on the other hand, Mr. Weiner
points out, could impede the Debtors' operations and the Debtors'
efforts in obtaining the Tax Rollback.

Representing the City, Cezar M. Froelich, Esq., Shefsky &
Froelich Ltd., in Chicago, Illinois, submits that the Settlement
is fair and reasonable, is in the best interests of the Debtors,
their estates and creditors, and should be approved by the Court
in its entirety.

The Settlement is conditioned upon confirmation of the Plan filed
by the Debtors and Merrill Lynch and accordingly, the Parties
also ask that the entry of an order granting the Settlement
Agreement be included as part of the order confirming the Plan.
If the Plan is not confirmed, the parties' Settlement will be
voided and will have take effect.

The salient terms of the Settlement are:

  (a) The Settlement is conditioned on the Bankruptcy Court
      approval and confirmation of the Joint Plan proposed by
      the Debtors and Merrill Lynch.  In the event the Plan is
      not confirmed or the Court does not approve the
      Settlement, the Settlement will be deemed null and void.

  (b) As consideration for the release and settlement of all
      disputed matters among the parties, the Debtors agree to
      pay to the City $15,300,000, subject to certain provisions
      and payable in this manner:

         * An initial cash payment of $3,500,000 will be paid
           within two business days of the entry of a
           Confirmation Order;

         * A credit, to be applied at the time of the Final Cash
           Payment to reduce the Settlement Payment, in an
           amount equal to the difference between (i) the amount
           of gaming taxes actually paid by the Debtors to the
           City between Feb. 15, 2009 and the date the MGCB
           grants the Tax Rollback, and (ii) the amount that
           would have been paid by the Debtors between Feb. 15,
           2009 and the date that the MGCB grants the Tax
           Rollback had the Tax Rollback been effective as of
           Feb. 15, 2009; and

         * A final cash payment, in an amount equal to the
           Settlement Payment, less the sum of (i) the amount of
           the Initial Cash Payment, and (ii) the amount of the
           Tax Rollback Credit.  The Final Cash payment will be
           paid on the Plan Effective Date.

  (c) Greektown Casino, the City and the Economic Development
      Corporation are to enter into a Revised Development
      Agreement, which will amend and supersede in all respects
      the Current Development Agreement.

  (d) The Parties' obligations under the Settlement, other than
      the obligation to make the Initial Cash Payment, are
      subject to certain conditions precedent, which include:

         * the entry of a final order confirming the Debtors'
           Plan and approving the Settlement and a revised
           Development Agreement to be filed no later than
           October 29, 2009;

         * the acquisition of all approvals and consents from
           various offices of the City's government (i) to enter
           into the Settlement and Revised Development
           Agreement, and (ii) to approve and consent to the
           Plan and the actions contemplated, including consents
           from the Mayor of Detroit and the City Council to the
           transfer of the casino and the Revised Development
           Agreement to the Reorganized Debtors;

         * the acquisition of all approvals and consents from
           the EDC that are required (i) to enter into the
           Settlement Agreement and consummate the transactions
           contemplated; and (ii) to enter into the Revised
           Development Agreement and consummate the transactions
           contemplated;

         * dismissals of (i) the adversary proceeding filed by
           the City against the Debtors and (ii) the City's
           appeal of the Court's decision regarding the
           Development Agreement with prejudice;

         * the City having used its best efforts to support
           actively and publicly the Joint Plan Proponents in
           seeking confirmation of the Plan, to the exclusion of
           any other plan or proposal submitted by a third
           party;

         * the City having used its best efforts to support
           actively and publicly the Debtors in seeking the Tax
           Rollback effective as of February 15, 2009 in the Tax
           Rollback Hearing before the MGCB;

         * the Tax Rollback having granted effective as of
           February 15, 2009; and

         * the City having issued all appropriate certificates
           of occupancy, permits, zoning approvals or variances
           or other similar regulatory approvals as contemplated
           by or required under the Current or Revised
           Development Agreements, as applicable.

  (e) The Settlement provides the parties with a limited mutual
      release from all claims relating to any Disputed Matter or
      Dispute Proceeding.

A full-text copy of the Greektown Casino/Merrill Lynch/City of
Detroit Settlement Agreement is available for free at:

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

According to the Detroit Free Press, Charles Moore of Conway
MacKenzie plans to seek approval from the Michigan Gaming Control
Board of the Settlement Agreement with the City of Detroit at the
next scheduled meeting on November 10, 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: Tribe, NCB Want Competing Plans Rejected
------------------------------------------------------------
The Sault Ste. Marie Tribe of Chippewa Indians and its political
subdivision, the Kewadin Casinos Gaming Authority, ask the Court
not to confirm the competing Chapter 11 Plans proposed by the
Debtors and Merrill Lynch Capital Corporation, on the one hand,
and Luna Greektown LLC and Plainfield Assets Management LLC and
its affiliates, on the other hand.

According to David E. Lerner, Esq., in Bloomfield Hills,
Michigan, both Plans failed to comply with the requirements of
Section 1129(a)(1) of the Bankruptcy Code because both Plans
separately classify similar general unsecured claims under
Classes 10 and 11 of the Debtors' Plan and Classes 12 and 13 of
Luna's Plan.  He notes that both Plans also provide for
dissimilar treatment of those claims.

Mr. Lerner further argues that both Plans are unfair to unsecured
creditors and cited the Official Committee of Unsecured
Creditors' letter, urging unsecured creditors to vote against the
Plans which were included in the solicitation package.  He notes
that both Plans significantly undervalues the Debtors' enterprise
and as a result, the value of the Reorganized Debtors is
significantly in excess of the Luna Plan Proponents' and
Prepetition Lenders' claims.

The Debtors' Plan shifts assets away from Non-Reorganizing
Debtors -- whose general unsecured creditors receive no recovery
-- to Reorganizing Debtors for the benefit of the Prepetition
Lenders, according to Mr. Lerner.  "Such manipulation of the
Debtors' corporate structure to the detriment of certain of the
Debtors' creditors clearly violates that absolute priority rule."

Referred to as the "absolute priority rule," Section
1129(b)(2)(B) of the Bankruptcy Code provides that "a plan may be
confirmed despite rejection by a class of unsecured creditors if
the plan does not offer a junior claimant any property before
each unsecured claims receives full satisfaction of its allowed
claim."

                        National City Bank

National City Bank asks the Court not to confirm the separate
Chapter 11 Plans of the Debtors and Luna Greektown LLC.

National City Bank filed a fully secured $449,000 claim, which is
contingent and is based on an undrawn letter of credit for the
account of Greektown Casino LLC in favor of Zurich American
Insurance Company in connection with workers' compensation
matters.  The Claim is under Class 3 of the Debtors' Plan and
Class 4 of the Luna Plan.

Joseph M. Ammar, Esq., at Plunkett Cooney, in Kalamazoo,
Michigan, contends that both Plans do not expressly provide that
National City will retain its lien.

Mr. Ammar maintains that the Claim is fully secured by the Bank's
security interests in a savings account and certificate of
deposit in the name of Greektown Casino and the certificate of
deposit is a deposit account pursuant to Michigan law because it
is not evidenced by an instrument.

The Bank has both a right of setoff and a perfected security
interest in the Accounts under Article 9 of the Uniform
Commercial Code, Mr. Ammar further notes.

                      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)


GW LAND: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: GW Land LLC
        3333-4 Rue Royale
        Saint Charles, MO 63301

Bankruptcy Case No.: 09-50337

Chapter 11 Petition Date: October 15, 2009

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

Judge: Charles E. Rendlen, III

Debtor's Counsel: Robert A. Breidenbach, Esq.
                  Goldstein and Pressman
                  121 Hunter Ave., Suite 101
                  St. Louis, MO 63124
                  Tel: (314) 727-1717
                  Email: rab@goldsteinpressman.com

                  Steven Goldstein, Esq.
                  Goldstein & Pressman, P.C.
                  121 Hunter Ave., Suite 101
                  St. Louis, MO 63124
                  Tel: (314) 727-1717
                  Fax: (314) 727- 1447
                  Email: stg@goldsteinpressman.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Gregory G. Whittaker, sole member of
the Company.


HAMID MOZNABI: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Hamid Moznabi
               Jamileh M. Moznabi
               5593 Bellview Road
               Rogers, AR 72758

Bankruptcy Case No.: 09-75215

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtors' Counsel: Donald A. Brady Jr., Esq.
                  Blair & Brady Attorneys At Law
                  109 N. 34th Street
                  P.O. Box 1715
                  Rogers, AR 72756
                  Tel: (479) 631-0100
                  Fax: (479) 631-8052
                  Email: brlaw8888@yahoo.com

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

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

According to the schedules, the Company has assets of $1,562,880,
and total debts of $1,668,415.

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

            http://bankrupt.com/misc/arwb09-75215.pdf

The petition was signed by the Joint Debtors.


HFAH MONACO SPE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: HFAH MONACO SPE LLC
        333 Seventh Avenu, 3rd Floor
        New York, NY 10001

Bankruptcy Case No.: 09-16152

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Southern District of New York

Judge: Arthur J. Gonzalez

Debtor's Counsel: Joseph Corneau, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenu, 17th Floor
                  New York, NY 10017
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: jcorneau@klestadt.com

                  Tracy L. Klestadt, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenu, 17th Floor
                  New York, NY 10017-6314
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: tklestadt@klestadt.com

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

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

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

The petition was signed by Sara Pfrommer, C.R.O. & general counsel
of the Company.


HIDEAWAY MARINA: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Hideaway Marina Limited Partnership
        599 S Federal Hwy
        Pompano Beach, FL 33062

Bankruptcy Case No.: 09-32179

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Southern District of Florida

Judge: Raymond B. Ray

Debtor's Counsel: Charles I Cohen, Esq.
                  2255 Glades Rd #337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Email: pmouton@furrcohen.com

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

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

According to the schedules, the Company has assets of at least
$6,888,500, and total debts of $11,450,740.

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

             http://bankrupt.com/misc/flsb09-32179.pdf

The petition was signed by Pierre Gaudreau, general partner of the
Company.


HUNTSVILLE SPE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Huntsville SPE LLC
        333 Seventh Avenu, 3rd floor
        New York, NY 10001

Bankruptcy Case No.: 09-16153

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Southern District of New York

Judge: Arthur J. Gonzalez

Debtor's Counsel: Joseph Corneau, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenu, 17th Floor
                  New York, NY 10017
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: jcorneau@klestadt.com

                  Tracy L. Klestadt, Esq.
                  Klestadt & Winters, LLP
                  292 Madison Avenu, 17th Floor
                  New York, NY 10017-6314
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: tklestadt@klestadt.com

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

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

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

The petition was signed by Sara Pfrommer, C.R.O. & general counsel
of the Company.


HURD WINDOWS: Reorganization Cases Converted to Chapter 7
---------------------------------------------------------
The Hon. Thomas S. Utschig of the U.S. Bankruptcy Court for the
Western District of Wisconsin approved the conversion of the
Chapter 11 cases of Hurd Windows and Doors, Inc., et.al., to a
Chapter 7 case.

Medford, Wisconsin-based Hurd Windows and Doors, Inc. --
http://www.hurd.com/-- manufactures custom wood windows and
doors.  The company and its affiliates filed for Chapter 11
protection on September 15, 2008 (Bankr. W.D. Wis. Case No. 08-
14794).  Claire Ann Resop, Esq., at Von Briesen & Roper, s.c.,
represented the Debtors in their restructuring effort.  Hurd
Windows listed assets of $10 million to $50 million and debts of
$10 million to $50 million.


INDALEX HOLDINGS: Case Converted to Chapter 7 Liquidation
---------------------------------------------------------
At the behest of the official committee of unsecured creditors,
the Bankruptcy Court entered an order converting the Chapter 11
reorganization cases of Indalex Holdings Finance Inc. and its
units to Chapter 7 liquidation.  The conversion order will be
effective as of October 30, 2009, according to BankruptcyData.

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.


IPCS INC: S&P Puts 'B' Corp. Credit Rating on CreditWatch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Schaumburg, Illinois-based wireless carrier iPCS Inc., including
its 'B' corporate credit rating, on CreditWatch with positive
implications.  This follows Sprint Nextel Corp.'s (BB/Negative/--)
announcement that it has entered a definitive agreement to acquire
iPCS for $831 million, including $405 million of iPCS' net debt.
Under the terms of the agreement, Sprint Nextel will commence a
cash tender offer to acquire iPCS' outstanding common shares.

iPCS is a Sprint Nextel affiliate with about 710,000 subscribers.
The proposed transaction will eliminate ongoing litigation between
the two companies, which was a distraction for iPCS management.
S&P could raise its corporate credit rating on iPCS to 'BB',
reflecting ownership by the higher-rated Sprint Nextel, because of
the strategic nature of the iPCS assets.  The ratings for iPCS'
debt will then be reevaluated to reflect any structural and
recovery-related issues of the prospective capital structure.  The
transaction is subject to customary regulatory approvals, and S&P
expects it to close in the fourth quarter of 2009 or early 2010.

"Upon successful completion of the acquisition, S&P could raise
the corporate credit rating on iPCS to the level of Sprint
Nextel," said Standard & Poor's credit analyst Allyn Arden


J & T PRINTING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: J & T Printing, Inc.
          dba Bradenton Press
        803 17th Avenue West
        Bradenton, FL 34205

Bankruptcy Case No.: 09-23529

Chapter 11 Petition Date: October 16, 2009

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

Judge: Michael G. Williamson

Debtor's Counsel: Alberto F. Gomez Jr., Esq.
                  Morse & Gomez, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (8130 301-1000
                  Email: algomez@morsegomez.com

Estimated Assets: $500,001 to $1,000,000

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

According to the schedules, the Company has assets of at least
$695,296, and total debts of $1,495,439.

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

             http://bankrupt.com/misc/flmb09-23529.pdf

The petition was signed by James A. DeSantis, president of the
Company.


J. GABRIEL MCCARTHY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Joint Debtors: J. Gabriel McCarthy
                 aka John Gabriel McCarthy
               Margaret M. Morrissey
                 aka Margaret M. McCarthy
               212A Hamilton Street
               Southbridge, MA 01550

Bankruptcy Case No.: 09-44339

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtors' Counsel: Stephan M. Rodolakis, Esq.
                  Pojani, Hurley, Ritter & Salvidio, LLP
                  446 Main Street
                  Worcester, MA 01608
                  Tel: (508) 798-2480
                  Email: phrsbankruptcy@yahoo.com

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

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

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

The petition was signed by the Joint Debtors.


J.A. JONES: Third-Party Plan Injunctions Valid & Enforceable
------------------------------------------------------------
WestLaw reports that the injunctive provisions of debtors'
confirmed Chapter 11 plan, that purported to bar parties with
claims against the debtors from pursuing claims against an insurer
in exchange for the insurer's waiver of a distribution on its own
unsecured claims, in the amount of roughly $45 million, and
agreement to provide a $2.1 million settlement fund for
distribution to claimholders in accordance with the claims process
set forth in the plan, were valid and enforceable.  The injunction
was an integral part of transactions contemplated by the plan and
conferred a material benefit on debtors, their estates and
creditors. Without the global settlement embodied in the plan, the
debtors could not have paid their insurance deductibles, and there
would have been no coverage for any claimant.  In re J.A. Jones,
Inc., --- B.R. ----, 2009 WL 2912899 (Bankr. W.D.N.C.).

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc., is a
subsidiary of insolvent German construction group Philipp Holzmann
and a holding company for several U.S. construction firms.  The
Debtors filed for Chapter 11 protection on September 25, 2003
(Bankr. W.D.N.C. Case No. 03-33532).  John P. Whittington, Esq.,
at Bradley Arant Rose & White, LLP, and W. B. Hawfield, Jr., Esq.,
at Moore & Van Allen represented the Debtors in their
restructuring.  When the Debtors filed for protection from its
creditors, they listed debs and assets of more than $100 million
each.  On Aug. 19, 2004, the Bankruptcy Court approved the
Third Amended and Restated Joint Plan of Liquidation of J.A.
Jones and certain of its debtor-subsidiaries.  The Plan took
effect on Sept. 28, 2004, and the Debtors emerged from Chapter 11.


JAMES SMITH: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: James Smith
               Jane Smith
               824 Lake Road
               Burbank, WA 99323

Bankruptcy Case No.: 09-05818

Chapter 11 Petition Date: October 16, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Debtors' Counsel: Steven H. Sackmann, Esq.
                  Sackmann Law Office
                  PO Box 409
                  Othello, WA 99344
                  Tel: (509) 488-5636
                  Fax: (509) 488-6126
                  Email: steve@sackmannlaw.com

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

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

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

The petition was signed by the Joint Debtors.


JOSEPH DELGRECO: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Crain's New York Business reports Joseph DelGreco & Co., dba
DelGreco & Co., DelGreco Textiles, filed for Chapter 11 bankruptcy
protection on October 8, 2009, listing up to $50,000 in assets and
$1,000,001 to $10 million in debts owed to creditors that include
Glyn Peter Machin Studio, owed $400,000; and 232 Battaglia Realty,
owed $500,000.

The Debtor, according to Crain's, is among the seven large
companies that have filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Southern and Eastern Districts
of New York.


KELVIN CREWS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Kelvin R. Crews
               Louann D. Crews
               7600 Nutty Buddy Circle
               Glen Saint Mary, FL 32040

Bankruptcy Case No.: 09-08641

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Middle District of Florida

Judge: Jerry A. Funk

Debtors' Counsel: Albert H. Mickler, Esq.
                  5452 Arlington Expressway
                  Jacksonville, FL 32211
                  Tel: (904) 725-0822
                  Email: court@planlaw.com

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

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

According to the schedules, the Company has assets of $1,314,300,
and total debts of $2,060,459.

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

           http://bankrupt.com/misc/flmb09-08641.pdf

The petition was signed by the Joint Debtors.


KENT SWIG: Deutsche Bank Sues for $11.8 Million of Loans
--------------------------------------------------------
Deutsche Bank AG sued New York real estate developer Kent Swig
before the New York State Supreme Court in Manhattan to demand
payment of $11.35 million in principal and $126,000 in interest on
loans issued in 2007, as well as legal costs, David M. Levitt at
Bloomberg reported.

According to Bloomberg, Mr. Swig has struggled to refinance loans
after credit dried up and real estate values declined.

In August, Mr. Swig lost control of Sheffield57, a $640 million
Midtown Manhattan condominium project one block west of Carnegie
Hall, to mezzanine debt holder Fortress Investment Group LLC.
Square Mile Capital Management LLC in July won a judgment of about
$32.4 million against Swig for money owed on the Sheffield
project, according to court filings.

Y. David Scharf, Esq., at Morrison Cohen LLP, who is representing
Mr. Swig, said Mr. Swig is arranging "a global restructuring" with
lenders with the goal of avoiding bankruptcy.

"It's just a matter of having time to put in place a plan
that's fair and equitable to everybody, and allows this market
to recover and liquidity to return, so that projects can be
appropriately financed and cash flows can cover debt service," he
said.

The case is Deutsche Bank Trust Company Americas v. Kent
M. Swig, 09603096, New York State Supreme Court (Manhattan).


LA BUENA VIDA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: La Buena Vida, Inc.
          dba Juan Pablo's Margarita Bar
        404 West Hand Avenu, Unit 200
        Wildwood, NJ 08260

Bankruptcy Case No.: 09-37348

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       District of New Jersey

Debtor's Counsel: Andrew L. Unterlack, Esq.
                  Scott H. Marcus & Assoc.
                  121 Johnson Road
                  Turnersville, NJ 08012
                  Tel: (856) 227-0800
                  Fax: (856) 227-7939
                  Email: aunterlack@marcuslaw.net

Estimated Assets: $0 to $50,000

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

According to the schedules, the Company has assets of at least $0,
and total debts of $2,806,715.

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

             http://bankrupt.com/misc/njb09-37348.pdf

The petition was signed by John Paul Paxton, president of the
Company.


LABEL SYSTEMS INC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Label Systems, Inc.
        56 Cherry Street
        Bridgeport, CT 06605

Bankruptcy Case No.: 09-52081

Chapter 11 Petition Date: October 16, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Ellery E. Plotkin, Esq.
                  777 Summer Stree, 2nd Floor
                  Stamford, CT 06901
                  Tel: (203) 325-4457
                  Fax: (203) 325-4376
                  Email: EPlotkinJD@aol.com

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

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

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

The petition was signed by Michael Zubretsky, president of the
Company.


LAKE AT LAS VEGAS: Creditors Seek to Sue Bass Brothers
------------------------------------------------------
Steven Church at Bloomberg News reports that creditors of Lake Las
Vegas Resort LLC intend to sue billionaire brothers Sid and
Lee Bass and their partners for taking $460 million out of a Las
Vegas-area development project and leaving it insolvent.

The Official Committee of Unsecured Creditors is seeking
permission from the Bankruptcy Court to sue the Bass brothers and
other former owners of the development, including Transcontinental
Corp.  The Committee claims that the former owners forced Lake Las
Vegas to borrow $560 million from Credit Suisse Group AG in 2004
when they knew that the loan would leave the 3,600-acre project
insolvent.  At the time of the loans, "the property was in
substantial financial trouble as the development was over budget
and behind in schedule," the panel said.

                       The Chapter 11 Plan

Lake at Las Vegas has filed a Chapter 11 plan, which is based upon
settlements reached by the Official Committee of Unsecured
Creditors with lenders led by Credit Suisse, as agent for
prepetition lenders owed at least $622 million for loans provided
prepetition and lenders who have agreed to provide up to $127
million of DIP financing.

In July, the Committee filed a suit against Credit Suisse,
contending that the $622 million loan was a fraudulent transfer
since $460 million from the loan immediately went to insiders,
providing the company with no commensurate benefit while leaving
behind insufficient capital and too much debt.   The Plan, if
confirmed, resolves the lawsuit.

Under the Plan, the DIP lenders are to receive 90% of the new
stock.  A minority of the new stock will go to lenders providing
$10 million in exit financing for the reorganized company.
Portions of the DIP facility that were not expended during the
case will be contributed to the reorganized debtors and used to
fund operations.

The plan establishes two separate trusts to provide for the
payment of creditors.  The first trust is the creditor trust.  It
will hold a fund of $1 million to be used to pay certain unsecured
creditors.  It will also hold certain litigation claims that will
be transferred to it.  The proceeds of the litigation will be
allocated as follows:

   * 80% to the pre-petition lender group

   * 6-2/3% to the general unsecured creditors

   * 6-2/3% to T LID Vendors -- parties who provided goods and
     services for the project in connection with the local
     improvement district created by the City of Henderson (T-16
     LID) -- who make an opt-in elections under the Plan.

   * 6-2/3% to "phase II landowners" who execute a settlement
     agreement.

The second trust is the T-16 LID trust.  It will receive the
proceeds of a $5 million loan from the reorganized debtors to
perform work on the T-16 Lid, and is established to provide
payments to the debtors' unpaid LID vendors.

The prepetition lender group (which was owed approximately $622
million as of the petition date), will receive only a small
percentage of the equity in the reorganized debtors and the 80%
share of the litigation proceeds from the creditor trust in
satisfaction of that debt.  Mechanics' lien holders who establish
that they have valid, perfected and enforceable liens that are
senior to the DIP Lenders' liens will either receive a note to be
paid over three years, or other treatment, at the election of the
debtors, that does not impair the rights of the mechanics' lien
holder.

General unsecured creditors will receive their ratable share of a
$1 million fund and the 6-2/3% share of the litigation recoveries
from the creditor trust.

A hearing for approval of the disclosure statement explaining the
Plan is currently set for Oct. 15.  The Plan will be presented for
confirmation, following voting, on December 15.

A copy of the Plan is available for free at:

      http://bankrupt.com/misc/LakeLV_Chapter11Plan.pdf

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

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

                      About Lake at Las Vegas

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kurtzman Carson Consultants serves as
claims and notice agent.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.


LANDAMERICA FIN'L: To Sell $202-Mil. in Auction-Rate Securities
---------------------------------------------------------------
LandAmerica Financial Group Inc. is asking the Bankruptcy Court to
approve procedures for selling almost $202 million in auction-rate
securities backed by government-guaranteed student loans,
Bloomberg's Bill Rochelle reported.

According to the report, LandAmerica already has an offer from the
issuer to purchase $20 million in face amount of the securities
for approximately 48.2 percent of par value. For those and the
remainder, LandAmerica intends on using SecondMarket Inc. to
market the securities.  When a sale is completed, New York-based
SecondMarket is to have 2 percent fee.

The illiquidity of the portfolio of auction-rate securities was
the reason for LandAmerica's bankruptcy filing.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LEHMAN BROTHERS: Fees Rise to $363MM in Europe Bankruptcy
---------------------------------------------------------
Lindsay Fortado at Bloomberg News reports that Lehman Brothers
Holdings Inc.'s European unit paid bankruptcy administrators and
lawyers $363 million for the first year of work coping with the
investment bank's collapse.

PricewaterhouseCoopers, the administrators for Lehman Brothers
International Europe, has billed GBP153 million ($251 million)
since September 2008, according to a report posted on PwC's Web
site.  Law firms advising the administrators, led by Linklaters
LLP, billed $112 million, PwC said.

Lehman's European units are seeking about $208 billion from
affiliates and the former parent company, based in New York,
according to the report. Lehman, once the fourth-largest
investment bank, filed for Chapter 11 protection in the U.S. on
Sept. 15, 2008, citing $613 billion in total debts.

"This is the largest and most complicated bankruptcy in history,
raising many novel legal issues," Linklaters said in an e-mailed
statement to Bloomberg. "We continue to have a large multi-
jurisdictional, cross-practice team of lawyers working on issues
of unparalleled scale and complexity."

                     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 its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBI Trustee to Set Aside "Customer Property"
-------------------------------------------------------------
James Giddens, trustee of Lehman Brothers Inc., seeks permission
from the U.S. Bankruptcy Court for the Southern District of New
York to allocate to "customer property" what was or should have
been reserved for customers.

The properties to be allocated include securities held for
customers; cash segregated for customers in a special reserve
account for their exclusive benefit; assets derived from or
traceable to customer property; and resources provided through
the use or realization of customer-related debit items.

Also included are properties of LBI which the trustee determines
would have been set aside or held for the benefit of customers to
prevent shortfalls in customer property.  These shortfalls
include:

Shortfalls                                      Amount
----------                                   ------------
Options Clearing Corporation Deposit         $492,195,460
Customer Cash Claimed by LBIE              $2,300,000,000
Cash Seized During Liquidation of Foreign
  Money Market Fund Positions                  $81,617,437
Securities in FID Accounts Seized by
  JP Morgan Chase                             $629,545,623
Cash in FID Accounts Seized by
  JP Morgan Chase                             $257,862,000
Account Coding Errors (Woodlands Bank)       $533,847,208
Account Coding Errors (ADP/944) identified
  by SEC, trustee & Barclays Capital Inc.     $213,514,490
Assets Subject to Lehman Brothers
  International (Europe) Administration       $438,916,777

Mr. Giddens also seeks permission to make interim distributions
of the customer property to satisfy allowed net equity claims of
customers of LBI, which he believes to be prudent based on
allowed and pending customer claims and the extent of customer
property available.

"Establishing customer property allocation and the principles
underlying such allocation is necessary and appropriate at this
juncture in order to create a basis on which the trustee can
proceed on a timely basis with interim and final distributions to
customers and other creditors of the LBI estate," says the
trustee's attorney, James Kobak Jr., Esq., at Hughes Hubbard &
Reed LLP, in New York.

Any excess of the property allocated to customer property will
become part of the general estate after allowed customer claims
have been satisfied in full, according to Mr. Kobak.

The Court will convene a hearing on November 18, 2009, to
consider approval of the request.  Creditors and other concerned
parties have until October 30, 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: Hughes Bills $15MM for 4 Months Work in SIPA Case
------------------------------------------------------------------
Hughes Hubbard & Reed LLP, a professionals hired in Lehman
Brothers, Inc.'s Securities Investor Protection Act liquidation,
filed an interim application for allowance and payment of fees and
expenses:

Professional             Period      Fees            Expenses
------------             ------      ----            --------
Hughes Hubbard &        02/01/09-    $15,211,140     $132,764
Reed LLP                05/31/09

In a separate filing, Josephine Wang, Esq., general counsel to
the Securities Investor Protection Corporation, has recommended
payment of 85% of the asserted value of services plus
reimbursement of expenses to James W. Giddens, Esq., and his
counsel Hughes, Hubbard & Reed, for their second interim
compensation in this liquidation proceeding.

Ms. Wang stated that HHR's application summary sheet and detailed
report of services asserted $15,211,140 for HHR's services,
reflecting a total of 32,993 hours.  After a review and
discussion with SIPC, HHR has based its fees on 32,906 hours,
with an asserted value of $15,185,697 plus reimbursement of
$132,764 for its expenses.

Ms. Wang further stated that SIPC does not object to the
allowance of interim compensation sought for by HHR.

In this regard, the Court, upon the recommendation of SIPC,
awarded HHR $12,907,843, representing 85% of HHR's value of
services, and $132,764 as reimbursement for HHR's expenses in
representing the Debtors in these proceedings.

                       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: More Deals on Return of Misdirected Transfers
--------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., obtained the
Court's approval of the stipulations he entered into with these
parties concerning the return of funds erroneously transferred to
LBI's bank accounts:

Parties                                           Amount
-------                                        -----------
CDH China Fund III LP                              $59,335
Ronald Gallatin                                    $55,208
Stefano Marsaglia                                 $150,000
John D. Macomber Money Purchase Pension Plan      $107,905
FirstCaribbean International Bank (Bahamas) Ltd.   $54,414
Lehman Brothers Trust Company N.A.                $102,788

Mr. Giddens is awaiting the Court's approval of similar
stipulations he reached with these parties:

Parties                                           Amount
-------                                        -----------
FirstCaribbean International Bank (Cayman) Ltd.   $147,734
The Skyline Group                                  $85,258
Andrew Berger                                      $60,487
HSBC Bank PLC London                            $1,400,000

               Trustee Files Report on Returns of
                  De Minimis Misdirected Wires

Pursuant to the Court's order dated April 22, 2009, Mr. Giddens
filed a report summarizing the return of wire transfers
misdirected to LBI's bank accounts for the period ending
September 30, 2009, including those misdirected wires of $50,000
or less.  A full-text copy of the report is available without
charge at:

   http://bankrupt.com/misc/LehmanMisdirectedTransferSept30.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: Morgan Stanley Allowed to Terminate ISDA Pact
--------------------------------------------------------------
Lehman Brothers Special Financing Inc. and Morgan Stanley Capital
Services Inc. signed a stipulation authorizing Morgan Stanley to
exercise its rights under an ISDA master agreement.

The stipulation, which was approved by the Court on September 29,
2009, allows Morgan Stanley to terminate the master agreement,
liquidate all transactions made and foreclose the collateral
posted in connection with the agreement if an "event of default"
occurs or if the company has the contractual right to designate
an early termination date under the agreement.

The stipulation also authorizes Morgan Stanley to "offset or net
out any termination value, payment amount or other transfer
obligations" owing or due to or from LBSF and Morgan Stanley
solely with respect to transactions that were executed between
the companies after the bankruptcy filing.

                       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: Reaches Deal With HK Investors on Derivatives
--------------------------------------------------------------
On November 13, 2008, Lehman Brothers Holding, Inc., and the other
debtors, sought approval from the U.S. Bankruptcy Court to
establish procedures for the assumption and assignment of
derivative contracts the Debtors entered into with various
counterparties and the settlement of claims arising from the
termination of the Derivative Contracts.  The Court entered
separate orders dated December 16, 2008, and January 15, 2009,
with respect to the Derivatives Procedures Motion.

On May 13, 2009, Ka Kin Wong, Siu Lui Ching, Chun Ip, Jin Liu,
Yin Ying Leung, Lai Mei Chan, and Sing Heung filed their motion
for relief from the Derivatives Procedures Motion.

The Debtors and the HK Investors have entered into a stipulation
that resolves the Relief Motion.  The salient terms of the Court-
approved Stipulation include:

  (a) The terms of the Procedures of the Derivatives Procedures
      Order will not be applicable to any Derivatives Contracts
      related to certain series transactions, a list of which is
      available at no charge at:

                http://ResearchArchives.com/t/s?46e2

  (b) Nothing in the Stipulation is a determination or admission
      regarding whether the HK Investors are parties-in-interest
      in the Debtors' Chapter 11 cases or have standing to
      object to the Derivatives Procedures Motion.  Each of the
      parties reserves all of its rights with respect to the
      issues.

  (c) Nothing in the Stipulation will modify any portion of the
      Derivatives Procedures Order except as expressly set
      forth.

                       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: PwC Asks to Pay UK Brokerage Clients $3.3 Billion
------------------------------------------------------------------
Lindsay Fortado and Tom Cahill at Bloomberg News report that
Lehman Brothers Holdings Inc.'s U.K. administrators are seeking a
London judge's permission to pay as much as $3.3 billion to prime
brokerage clients, funds the investment bank took in after its
collapse.  PricewaterhouseCoopers LLP asked the High Court in
London to determine how it should distribute securities,
redemption proceeds, dividends and interest payments that have
accumulated since Lehman's September 2008 bankruptcy. The
administrators have legal duties to the prime brokerage clients,
most of which are hedge funds, PwC's lawyer, William Trower, said
in a court filing.

Lehman Brothers International Europe, which ran Lehman's prime
brokerage in London, had about 700 hedge funds and other asset
managers as clients. Lehman's bankruptcy froze at least $65
billion in customer assets held by the company's New York
brokerage unit, Lehman Brothers Inc., PwC has estimated.

                     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 its various
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Bank of America Selling Lehman Claim
-----------------------------------------------------
Bank of America Corp. is selling a claim with a face value of
about $800 million that it holds against bankrupt Lehman Brothers
Holdings Inc., Josh Fineman and Christopher Scinta at Bloomberg
News reported, citing people familiar with the matter said.

Hedge funds are the likely buyers of the claim, according to the
unidentified people.  According to Bloomberg, Morgan Stanley last
month sold a $1.3 billion Lehman claim to several investors for 38
cents on the dollar and Credit Suisse Group AG was trying to sell
a $1 billion claim.

The U.S.'s eight biggest banks, including U.S. Bancorp and Bank of
America Corp., filed more than US$20.8 billion of claims against
Lehman before a Sept. 22 deadline.  U.S. Bancorp, acting as a
trustee, filed claims of more than US$12.4 billion.  Bank of
America, the biggest U.S. bank by assets, is seeking to recover
more than US$5.2 billion.  Morgan Stanley, which converted into a
bank holding company less than a week after Lehman collapsed, is
seeking at least US$3 billion.

                       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)


LEWIS EQUIPMENT: Fifth Third Wants to Repossess Cranes
------------------------------------------------------
According to Bloomberg News, secured lender Fifth Third Bank is
asking the Bankruptcy Court to modify the automatic stay so it can
repossess cranes it financed.  Fifth Third, claiming $5 million,
hasn't been paid since June, although the cranes are in use.
Fifth Third says only 20% of Lewis' equipment is in use, so the
Fifth Third cranes aren't necessary for reorganization.  The bank
says it would rather liquidate its own collateral.  Alternatively,
the bank wants to be paid if it can't repossess.  The hearing on
the Fifth Third motion will take place Oct. 28.

Bill Rochelle at Bloomberg relates Lewis won a battle of its own
when the bankruptcy judge ruled that another equipment owner,
Apple Towing Co., violated the automatic stay by refusing to
return equipment it seized just before the bankruptcy filing.  The
bankruptcy judge ruled that repossession didn't divest Lewis of
ownership and the right to possess the equipment.  When Apple
didn't return the equipment voluntarily, the bankruptcy judge
assessed Apple with $4,800 in actual damages and $2,500 in
punitive damages.

Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates
a construction business.  The Company and its affiliates filed for
Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785
to 09-45814).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$100,000,001 to $500,000,000.


LMT DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: LMT Development Company, Inc.
        3611 Jackson Pointe Drive
        Louisville, TN 37777

Bankruptcy Case No.: 09-35688

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair, Jr.

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  Email: ltarpy@htandc.com

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

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

According to the schedules, the Company has assets of at least
$9,171,900, and total debts of $5,049,046.

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

The petition was signed by Michael F. Thomas, president of the
Company.


LONG RAP INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Long Rap, Inc.
           dba Up Against the Wall & Commander Salamander
        1420 Wisconsin Ave NW
        Washington, DC 20007

Bankruptcy Case No.: 09-00913

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       District of Columbia

Judge: Bankruptcy Judge S. Martin Teel, Jr.

Debtor's Counsel: Brent C. Strickland, Esq.
                  Whiteford, Taylor, & Preston L.L.P.
                  Seven Saint Paul Street
                  Baltimore, MD 21202-3324
                  Tel: (410) 347-8700
                  Email: bstrickland@wtplaw.com

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

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

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

The petition was signed by Charles Rendelman, president of the
Company.


LYONDELL CHEMICAL: BoNY Joins Panel Suit With Intervenor Complaint
------------------------------------------------------------------
The Bank of New York Mellon and the Bank of New York Mellon Trust
Company, N.A., as indenture trustee for the holders of certain
notes aggregating (i) $100 million issued by Lyondell Chemical
Company, as predecessor-in-interest of ARCO Chemical Chemical
Company, and (ii) $225 million issued by Equistar Chemicals, LP,
filed with the Court a complaint in intervention against:

Citibank, N.A., London Branch; Citibank International PLC;
Citigroup Global Markets Inc.; Goldman Sachs Credit Partners,
L.P.; Goldman Sachs International; Merrill, Lynch, Pierce,
Fenner & Smith Inc.; Merrill Lynch Capital Corporation, UBS
Securities LLC; Leverage Source III, S.a.r.l., as individually
as a holder through purchase of obligations under a Senior
Credit Agreement dated December 20, 2007 between Citibank,
N.A., as administrative agent and certain Debtors, and as Class
Representative for all other holders through purchase of
obligations under the Senior Credit Facility, LyondellBasell
Finance Company; Lyondell Europe Holdings Inc.; and
LyondellBasell Industries AF S.C.A.,

Among others, pursuant to Sections 544, 548, and 550 of the
Bankruptcy Code, and applicable state fraudulent transfer law,
BoNY seeks relief from the fraudulent transfer of Lyondell's and
Equistar's assets and property to shareholders and financing
parties, and the fraudulent incurrence of massive debts, that
occurred upon a December 20, 2007 acquisition of Lyondell by
Basell AF S.C.A., and resulted in Lyondell and Equistar being
rendered insolvent, left with unreasonably small capital, and
unable to pay their debts when they became due.

BoNY notes that the Intervenor Complaint correlates directly with
the original complaint filed by the Official Committee of
Unsecured Creditors on July 22, 2009.  The causes of action
asserted in the Intervenor Complaint arise from the same set of
operative facts as the Committee Complaint, namely, obligations
incurred and transfers made in connection with the Merger, BoNY
discloses.

Edward A. Friedman, Esq., at Friedman Kaplan Seiler & Adelman
LLP, in New York, asserts that even though the Indentures for the
Arco Notes and Equistar Notes provided that the Arco Notes and
Equistar Notes would receive equal and ratable treatment with
respect to property of Arco and Equistar that also secured the
Senior Secured Credit Facility and the Bridge Loan Facility that
financed the Merger, the massive size of the new debt to the Arco
Notes and Equistar Notes -- $21 billion in Merger-related debt
being added to these entities compared to $475 million in
aggregate principal amount for the Arco Notes and Equistar Notes
-- completely undermined these protections.  He points out in the
Merger, the defendants purported to saddle Lyondell and Equistar
with the burden of $21 billion in debt, as an obligor or
guarantor, even though Lyondell and Equistar did not receive
reasonably equivalent value in exchange for those obligations.

Mr. Friedman says that Lyondell entered into a $7.17 billion Long
Term Intercompany Loan Agreement with LyondellBasell Finance
Company, as lender, and into one or more current account
agreements with Lyondell Europe Holdings Inc., wherein Lyondell
borrowed hundreds of millions of dollars.  Upon the Merger,
Lyondell and Equistar became restricted subsidiaries of Basell
within the meaning of an Indenture dated August 10, 2005, for the
8.375% Senior Notes due 2015 issued by Nell AF S.a.r.l.  Pursuant
to the Nell Indenture, as a consequence of Lyondell's and
Equistar's guarantees of the Senior Credit Facility, Basell
caused Lyondell and Equistar to become guarantors of additional
indebtedness in the aggregate principal amounts of $615 million
guaranteed by Lyondell and EUR500 million guaranteed by Equistar.
Against this backdrop, the Debtors' inability to fund their
operations, which led to the Debtors' Chapter 11 filing, was the
entirely foreseeable and direct consequence of the Merger, he
maintains.

Thus, BoNY asks the Court to enter a judgment:

  * against parties under the Senior Credit Facility, and Bridge
    Loan Facility, LeverageSource, individually and as class
    representative, LBI, LB Finance, and Lyondell Europe, that
    the obligations and liens incurred under the loans,
    intercompany loans, subsidiary guarantees, and Nell
    guarantees constitute fraudulent transfers and fraudulently
    incurred obligations under Sections 544 and 548 and under
    applicable state fraudulent transfer law;

  * against the Senior Credit Facility Lender Parties, the
    Bridge Loan Lender Parties, LBI, LB Finance, Lyondell
    Europe, and LeverageSource, avoiding the Loan Obligations,
    Intercompany Loans, Subsidiary Guarantees and Nell
    Guarantees to the maximum extent permitted by law pursuant
    to Sections 544 and 548 and under applicable state
    fraudulent transfer law;

  * pursuant to Sections 544 and 548 and under applicable state
    fraudulent transfer law, avoiding the liens to the maximum
    extent permitted by law, and under Section 551, preserving
    the avoided liens for the benefit of the estates and
    entering judgment against the Senior Credit Facility Lender
    Parties, LeverageSource, and LBI, the Bridge Loan Lender
    Parties for any other property, or the value, transferred by
    Lyondell and Equistar on account of the Loan Obligations,
    Intercompany Loans, Subsidiary Guarantees and Nell
    Guarantees;

  * pursuant to Section 550 and under applicable state
    fraudulent transfer law, avoiding all other prepetition and
    postpetition transfers with respect to avoided Loan
    Obligations, and entering judgment against the lender
    parties in the amount of those avoided transfers;

  * against the Senior Credit Facility Lender Parties and
    LeverageSource and the Bridge Loan Lender parties, finding
    that they engaged in inequitable conduct pursuant to Section
    510;

  * subordinating the claims of the Senior Credit Facility
    Lender Parties, LeverageSource, and Bridge Loan Lender
    parties arising out of the Loan Obligations;

  * pursuant to Sections 550 and 551, against the Senior Credit
    Facility Lender Parties, LeverageSource and the Bridge Loan
    Facility Lender Parties for any payments made by the
    obligors of the Loan Obligations, and transferring the
    liens securing the subordinated Loan Obligations to the
    Debtors' estates; and

  * against Citibank for damages in an amount to be determined
    at trial.

BoNY had sought and obtained the Court's authority to file under
seal the Intervenor Complaint because it contains information
designated as confidential or highly confidential pursuant to a
proposed stipulation and protective order yet to be executed by
all parties in the Committee Action.

Moreover, BoNY asks the Court for standing to pursue claims of
the Debtors' estates relating to (i) the Intercompany Loans and
(ii) Nell Guarantees asserted in the Intervenor Complaint.

BoNY's counsel, Mr. Friedman says that while the Intervenor
Complaint correlates directly with the Committee Complaint and ,
thus, is deemed fully authorized by the Court, BoNY filed the
Motion for Standing out of abundance of caution.  He notes that
although identical claims have not been asserted in the Committee
Complaint, the claims at issue with respect to the Intercompany
Loans and Nell Guarantees arise from the same set of facts as the
Committee Complaint and seek to avoid transactions undertaken in
connection with the Merger.  Thus, BoNY's authority to assert
those claims is implicit and already granted by the Court, he
insists.  However, even if BoNY had not already been granted
standing to assert the claims, conferring standing on BoNY is
warranted under the Second Circuit's decision in Unsecured
Creditors Comm. of Debtor STN Enters., Inc. v. Noyes., 779 F.2d
901, 905, in which conferring standing on a creditors' committee
to pursue estate causes of action is warranted where the debtor
unjustifiably fails to bring the action and the committee
presents a colorable claim for relief, he explains.

In this context, Mr. Friedman argues that the Debtors' failure to
bring the claims attacking the Merger-related transactions is
unjustified.  He points out that Lyondell and Equistar incurred
billions of dollars in liabilities in exchange for no
consideration at a time when they were in significant financial
distress.  Thus, the claims relating to the Intercompany Loans
and Nell Guarantees are colorable and are likely to survive any
motion to dismiss.

BoNY will ask the Court to schedule a hearing on their Motion for
Standing only if objections are filed by October 23, 2009.

                D&O Group Wants Summary Judgment on
                   Change of Control Claims

Dan F. Smith; Carol A. Anderson; Susan K. Carter; Stephen I.
Chazen; Travis Engen; Paul S. Halata; Danny W. Huff; David J.
Lesar; David J.P. Meachin; Daniel J. Murphy; William R. Spivey;
Morris Gelb; T. Kevin DeNicola; Edward J. Dineen; Kerry A.
Galvin; John A. Hollinshead; James W. Bayer; W. Norman Phillips;
C. Bart de Jong; Richard Floor; R. Kent Potter; Lincoln Benet;
Lynn Coleman; Philip Kassin; Alan S. Bigman; Kevin R. Cadenhead;
Charles L. Hall; Francis P. McGrail; Rick Fontenot; Michael P.
Mulrooney; Kevin E. Walsh; John Fisher Gray; Gary L. Koehler;
Simon Baker; Dawn Shand; and Bertrand Duc, known as the D&O
Defendant Group, ask the Court to schedule a conference pursuant
to Rule 7056-1(a) of Local Rules of the United States Bankruptcy
Court for the Southern District of New York to review the basis
for a motion for summary judgment under Section 546(e) of the
Bankruptcy Code.

In the Committee Complaint, the Committee seeks to avoid change
of control payments made to the D&O Defendant Group under
Sections 544, 548 and 550 of the Bankruptcy Code and state
fraudulent transfer laws, which claims will be tried in Phase I
of the Committee Action.

John F. Higgins, Esq., at Porter & Hedges, L.L.P., in Houston,
Texas, explains that a result of the Merger, the D&O Defendant
Group received settlement payments for options and restricted
stock under the Agreement and Plan for Merger.  Those payments
were made by Citibank, N.A., as a financial institution, as part
of the leveraged buyout.

Mr. Higgins contends that the Change of Control Payments fall
within the safe harbor provisions of Section 546(e) as transfers
made by or to a financial institution.  Moreover, the
establishment of a defense under Section 546(e) mandates
dismissal of the fraudulent transfer claims based on state law.
He points out that fraudulent transfer claims brought pursuant to
Section 544 are among those that are exempt from avoidance under
Section 546(e).  Thus, the Committee's state law fraudulent
transfer claims fail as a matter of law for the same reasons that
its fraudulent transfer claims based directly on the Bankruptcy
Code fail, he insists.  Ruling on the application of Section
546(e) to the transfers made to pay for restricted stock and
stock options will significantly reduce the issues to be tried at
Phase I, he adds.

                Wilmington Trust Seeks to Intervene

Wilmington Trust Company, as successor trustee for holders of 8
3/8% Senior Notes due 2015 issued by Debtor LyondellBasell
Industries AF S.C.A. and guaranteed by other Debtors pursuant to
an Indenture dated August 10, 2005, seeks the Court's authority
to intervene in the Committee Action pursuant to Section 1109 of
the Bankruptcy Code and Rule 24(a)(1) of the Federal Rules of
Civil Procedure, made applicable by Rule 7024 of the Federal
Rules of Bankruptcy Procedure.

David S. Rosner, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, points out that the Noteholders, which hold
$615 million and EUR500 million of 2015 Notes, constitute the
largest single unsecured claim against the Debtors on a
consolidated basis.  As a result of the LBO, the concurrent
financing and the execution of an intercreditor agreement in
December 2007 at the time of the LBO, the Noteholders were placed
behind a $21 billion in debt held by the defendants in the
Committee Action, he says.  Although Wilmington Trust is a member
of the Committee and has full faith in the Committee's
prosecution of the Committee Action, due to the complexity of the
issues, the speed at which the Committee Action is being
litigated and the existence of the December 2007 Intercreditor
Agreement, the rights of the 2015 Noteholders require separate
protection, Mr. Rosner points out.

More importantly, Mr. Rosner argues that Wilmington Trust is a
party-in-interest in the Committee Action under Section 1109(b).
He notes that the motion to intervene is timely pursuant to Civil
Rule 24(a)(1) and Bankruptcy Rule 7024 in light of the
commencement of the Committee Action on July 22, 2009, and entry
of a case management order on September 24, 2009.  He assures the
Court that Wilmington Trust will not seek to delay or impede the
prosecution of the Committee Action and will coordinate with the
Committee to avoid any delay in the Committee Action.  Indeed,
Wilmington Trust seeks only limited participation in the
Committee Action and does not intend to take depositions or
propound other discovery requests, he adds.

The Court adjourned a pre-trial conference in the Committee
Action from October 14, 2009, to October 29, 2009.  The pre-trial
conference was originally scheduled for July 27.

                       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: Noteholders, UBS Oppose Examiner Request
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Lyondell Chemical
Company's cases has asked the Bankruptcy Court to order the
appointment of an examiner to investigate whether Len Blavatnik
and lenders from the chemical maker's 2007 buyout are unfairly
influencing its bankruptcy.

The Creditors Committee asserts that Lyondell needs an independent
examiner because Blavatnik, chairman of Access Industries Holding
LLC, still controls the Company.  The examiner, according to the
panel, should probe why the Company wouldn't refinance its
$8 billion bankruptcy loan, and how Mr. Blavatnik and lenders who
worked with him in 2005 will also fund a rights offering that
includes a "forced settlement" of the creditors' lawsuit against
them.

The U.S. trustee is supporting the Creditors Committee's call to
appoint an examiner in the Chapter 11 cases.

                  Debtors Lead Objections

In separate filings, the Debtors, UBS AG, Lead Arranger
Defendants, Ad Hoc Group of Senior Secured Lenders, and Access
Industries, Inc. ask the Court to limit the scope of the role of
an examiner appointed in the Debtors' Chapter 11 cases.

A. Debtors

The Debtors recognize the Court's view that appointment of an
examiner pursuant to Section 1104 of the Bankruptcy Code is
mandatory.  However, the Debtors urge the Court to limit the
scope of the examiner's appointment to this area of inquiry:
whether or not the Debtors and their professionals have used and
are using customary and appropriate processes with respect to
soliciting equity sponsorship proposals and selecting an equity
sponsorship proposal.  Mark C. Ellenberg, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, explains that limiting the
examiner's work to this single question is appropriate because
the only assertion made by the Official Committee of Unsecured
Creditors that is true is: the Debtors have been trying to
conclude an agreement to backstop an equity rights offering as
part of their Joint Plan of Reorganization with parties who are
defendants in the action commenced by the Committee against
certain of the Debtors' prepetition lenders and officers.

The Debtors propose these other terms to the appointment of an
examiner in the Debtors' Chapter 11 cases:

* the examiner's report should be submitted within 30 days of an
  order appointing an examiner, which period adheres to the
  Debtors' current timeframe for seeking approval of an amended
  disclosure statement;

* the Debtors propose a budget of $100,000 for fees and costs
  incurred by the examiner; and

* a draft of any examiner report should be provided to the
  Debtors and their professionals and the Committee's
  professionals prior to its filing with the Court.  To protect
  the Debtors' confidential business, information, the
  examiner's report should be filed under seal with the Court
  with copies provided to the Debtors and counsel for the
  Committee, the Ad Hoc Group, Bank of New York Mellon and the
  DIP Agents, and that those parties are each given five days to
  file a response under seal to the examiner's report.

Mr. Ellenberg clarifies that the Debtors have not made a final
selection of an equity sponsor.  Among the proposals was from the
Ad Hoc Group of Senior Secured Lenders, which include certain
institutions that are substantial holders of significant debt in
the Debtors' capital structure.  The Debtors believe that, at
this moment, the Ad Hoc Group's current proposal provides the
best available economic terms but other major issues remain
outstanding.  He also clarifies that the Debtors have not agreed
to settle the Committee Action with the Ad Hoc Group as a
condition of entering into an equity commitment agreement.  He
points out that the process the Debtors have chosen to pursue
these negotiations are unassailable, and an examiner's report
will confirm this belief.

Mr. Ellenberg asserts that the remaining issues on (i) why the
Debtors have not committed to a plan of reorganization that
includes a reserve mechanism to pay general unsecured creditors
in full should they prevail in the Committee Action; and (ii) the
Debtors' decision not to refinance the DIP Facility or extend the
Maturity Date and the Confirmation Milestone do not warrant any
investigation.  There is nothing for the Committee to complain
about with respect to the litigation reserve and if the Debtors
propose a Plan that involves a settlement of the Committee
Action, no reserve would be needed if the settlement and plan are
approved, he explains.  Similarly, the Committee's focus on the
DIP Facility refinancing is repetitive and wasteful as this issue
has been addressed by the Court already and continues to be the
subject of ongoing or anticipated litigation, he says.  Mr.
Ellenberg maintains that the Debtors have properly exercised
their business judgment in declining to extend the DIP Facility
beyond a brief extension to permit a speedy confirmation.  In
sum, the Committee's proposed scope of examination is
unnecessary, burdensome, expensive, and all about disrupting with
ongoing bankruptcy proceedings to obtain increased leverage, he
tells the Court.

B. UBS Entities

UBS AG, Stamford Branch, as administrative agent under the DIP
Term Loan Agreement, and Citibank, N.A., as administrative agent
under the DIP ABL Loan Agreement, join in the Debtors' objection.
UBS and Citibank add that there is no need for an examiner to
investigate issues pertaining to the Maturity Date of the DIP
Facility or a refinancing of the DIP Facility.

UBS Securities LLC; ABN Amro Inc. and ABN Amro Bank N.V.; Goldman
Sachs Credit Partners, L.P., and Goldman Sachs International;
Citibank, N.A. and its affiliates, and Merrill Lynch & Co., Inc.,
and its affiliates, collectively known as Lead Arranger
defendants in the Committee Action, support the Debtors' request
to limit the scope of an examiner's role.  The Lead Arranger
Defendants further contend that the Committee's assertions
regarding discovery in the Committee Action are wholly
inaccurate, ignore the breadth and scope of the Committee's
discovery demands and completely mischaracterize the good faith
conduct of the Financing Party Defendants in the Committee
Action.  ABN Amro, N.V. and UBS AG also clarify that they are not
participating as a Rights Offering Sponsor contrary to the
Committee's statements.

C. Ad Hoc Group

"The Committee's Motion to Appoint Examiner is nothing more than
a cynical attempt by the Committee to create negotiating leverage
for a lawsuit that is fatally hamstrung by a dearth of supporting
facts," Michael L. Hirschfeld, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York, counsel for the Ad Hoc Group of Senior
Secured Lenders, asserts.

The Ad Hoc Group composed of ABN AMRO Bank, N.V.; Ares
Management; Bank of Scotland Plc; DZ Bank AG, Deutsche Zentral-
Genossenschaftbank; Kolhberg Kravis Roberts & Co. (Fixed Income)
LLC; LeverageSource III S.a.r.l.; and UBS AG, believes that the
Motion to Appoint Examiner is flawed and premature because it
seeks an investigation of decisions that have not yet been made,
including the Debtors' supposed selection of a rights offering
sponsor and the Debtors' purported refusal to include in their
amended plan of reorganization a reserve for unsecured creditors
that would allow open-ended litigation of the Committee Action.

Mr. Hirschfeld argues that the Court should not allow the
Committee's grandstanding to disrupt the plan process or extend
the Committee's litigation.  He further points out that the
Committee has shown no improper conduct by the Debtors, the DIP
Lenders, or the Ad Hoc Group.

D. Access Parties

Access Industries, Inc.; Access Industries Holdings, LLC; AI
International, S.a.r.l.; Nell Limited; Leonard Blavatnik; Lincoln
Benet and Phillip Kassin assert that the Committee's request for
an examiner is nothing more than a litigation tactic and abuse of
the examiner statute.

Susheel Kirpalani, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges LLP, in New York, points out that the Committee is
mistaken in asserting that Mr. Blavatnik and the Access Parties
are somehow compelling the Debtors to agree to a Rights Offering
proposal conditioned on the release of every major institutional
defendant in the Committee Action, other than the Access Parties.
He explains that for the Access Parties to demand that their co-
defendants in the Committee Action be released runs counter to
the Access Parties' interests in the Committee Action as it would
leave the Access Parties as the only institutional defendant in
the trial.  If the Ad Hoc Group is finally selected as the Rights
Offering Sponsor, it will not be because of a conflict of
interest, and thus, here is nothing for an examiner to
investigate, he contends.  The Committee seems to have brought
the Motion to Appoint Examiner to secure a settlement from
defendants other that the Access Parties, however, that tactical
objective should not be permitted by the Court, he asserts.

The Court will consider the Committee's Motion to Appoint
Examiner on October 26, 2009.  Objections are due October 21.

                       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: Objections to DIP Loans Extension Due Today
--------------------------------------------------------------
Lyondell Chemical Company and its debtor affiliates notified the
U.S. Bankruptcy Court for the Southern District of New York on
October 14, 2009, of their intention to enter into:

  (i) an Amendment No.5 to the DIP ABL Credit Facility among the
      Debtors, Citibank, N.A., as administrative agent and
      collateral agent, UBS Securities LLC, as syndication
      agent, Citibank, as fronting bank, and certain lenders;
      and

(ii) an Amendment No. 6 to the DIP Term Loan Credit Agreement
      among the Debtors, UBS AG, Stamford Branch, as
      administrative agent and collateral agent, and NM Lenders
      and Roll Up Lender parties.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, related that the ABL Fifth Amendment extends the
maturity date of the DIP ABL Credit Agreement from December 15,
2009, to February 3, 2010.  With respect to the Term Loan Sixth
Amendment, the Maturity Date of the DIP Term Loan Credit
Agreement is extended to:

(a) February 3, 2010, or at a later date if further extended;

(b) consummation date of the reorganization plan;

(c) the date of the acceleration of the loans and the
     termination of the commitments under the DIP ABL Facility;
     and

(d) date of the acceleration of the Loan and termination of NM
     Commitments.

The ABL Fifth Amendment and Term Loan Sixth Amendment add these
delivery date and 13-week period entries to the 13-week
projection updates:

      Delivery Dates              13-Week Period
      --------------              --------------
         1/11/2010             1/9/2010 to 4/9/2010
          2/1/2010          1/30/2010 to 04/30/2010

The ABL Fifth Amendment and Term Loan Sixth Amendment add
January 1, 2009, to January 31, 2010, as additional test period
with a minimum cumulative consolidated EBITDAR of $1,615,000,000.
Moreover, the DIP ABL Credit Agreement is amended to add
January 1, 2010, to March 31, 2010, as capital expenditure test
period with a cumulative expenditure amount of $300,000,000.

The ABL Fifth Amendment and Term Loan Sixth Amendment contain
these new milestones in the DIP ABL Credit Agreement and DIP Term
Loan Credit Agreement:

  (a) by December 4, 2009, obtain approval by the Bankruptcy
      Court of a disclosure statement related to a
      reorganization plan; provided that if the Debtors have
      commenced a hearing by that date and due to the Bankruptcy
      Court's availability, the hearing has not concluded by
      December 14, 2009, then the deadline will be deemed
      extended through December 21, 2009, to accommodate the
      Bankruptcy Court's availability; and

  (b) by January 20, 2010, obtain confirmation by the Bankruptcy
      Court of a reorganization plan; provided that if the
      Debtors have commenced a hearing prior to January 20,
      2010, and due to the Bankruptcy Court's availability, the
      hearing has not concluded by January 20, 2010, then the
      deadline will be deemed extended by up to 21 days to
      accommodate the Bankruptcy Court's availability, and the
      Maturity Date will be extended by the same period.

Mr. Ellenberg discloses that the ABL Fifth Amendment was posted
for approval by the DIP Lenders on October 12, 2009, and Term Loan
Sixth Amendment on October 9, 2009.  Votes in favor of or against
the Amendments are due by October 22, 2009.  Objections to the
Amendments are due October 21, 2009.  To the extent one or more
objections are timely served, the Debtors will ask the Court to
schedule a hearing on the Amendments.

Drafts of the Amendments are available for free at:

  * http://bankrupt.com/misc/Lyondell_ABL5thAmendment.pdf
  * http://bankrupt.com/misc/Lyondell_TermLoan6thAmendment.pdf

Absent the amendments, Lyondell would have defaulted on the loan.
The original terms of the loan required approval of the
explanatory disclosure statement by October 15.  But a lawsuit by
unsecured creditors against lenders is delaying the case.

Noteholders led by the Bank of New York Mellon and Bank of New
York Mellon Trust Company, as indenture trustees, have asked the
Bankruptcy Court to compel Lyondell Chemical Co. to refinance the
secured lending package.

The Official Committee Creditors Committee formed in the case also
earlier pushed for an examiner, asserts that Lyondell needs an
independent examiner because Len Blavatnik, chairman of Access
Industries Holding LLC, and the lenders that financed the
leveraged buyout in 2007 are unfairly influencing the case.  The
examiner, according to the panel, should probe why the Company
wouldn't refinance its US$8 billion bankruptcy loan, and how
Mr. Blavatnik and lenders who worked with him in 2005 will also
fund a rights offering that includes a "forced settlement" of the
creditors' lawsuit against them.

The Creditors Committee has commenced a lawsuit against Citibank
N.A., Deutsche Bank, and other banks that funded the 2007
acquisition of Lyondell Chemical Company by Basell AF S.C.A.
Having accumulated heavy debt because of the merger,
LyondellBasell was in a full-blown liquidity crisis and was
running out of money to fund its operations only three months
following the merger.  The Creditors Committee asserted claims of,
among other things, fraudulent transfer, breach of fiduciary duty,
avoidance of unperfected senior liens.  The suit is in trial.

                       About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAGNA ENTERTAINMENT: Penn National Offers $40MM for Lone Star
-------------------------------------------------------------
Penn National Gaming Inc. said it has offered to purchase Lone
Star Park in Grand Prairie for $40 million.  Penn intends to
attend and participate at the reopened auction, scheduled for Oct.
23, according to a regulatory filing by Penn National.

Magna Entertainment Corp. will reopen the auction for the sale of
Lone Star Park near Dallas, Texas, on October 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 the winner of the
auction is 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.


MAJESTIC VISTA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Majestic Vista, LLC
        3530 Grandview Blvd
        Attn: Peter Marshall
        Los Angeles, CA 90066

Bankruptcy Case No.: 09-53634

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Debtor's Counsel: Jason A. Rose, Esq.
                  Fahrendorf, Viloria, Oliphant & Oster, L
                  327 California Avenue
                  Reno, NV 89509
                  Tel: (775) 348-9999
                  Fax: (775) 348-0540
                  Email: bankruptcy@renonvlaw.com

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

Estimated Debts: $100,001 to 500,000

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

The petition was signed by Peter Marshall, member/manager of the
Company.


MALBEC PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Malbec Properties LLC
        661A Pleasant Street
        Norwood, MA 02062

Bankruptcy Case No.: 09-19787

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       District of Massachusetts

Judge:  Henry J. Boroff

Debtor's Counsel: Victor Bass, Esq.
                  Burns & Levinson LLP
                  125 Summer Street
                  Boston, MA 02110-1624
                  Tel: (617) 345-3290
                  Email: vbass@burnslev.com

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

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

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

The petition was signed by Donald Gabor, manager & member of the
Company.


MAMMOTH CORONA 1: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mammoth Corona 1 LLC
        29222 Rancho Viejo Road Suite203
        San Juan Capistrano, CA 92675

Case No.: 09-21220

Chapter 11 Petition Date: October 16, 2009

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

Judge: Robert N. Kwan

Debtor's Counsel: Thomas C. Corcovelos, Esq.
            1001 Sixth St., Suite 150
            Manhattan Beach, CA 90266
                  Tel: (310) 374-0116

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

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

The petition was signed by Robert L. Wish.

Debtor's List of 17 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
A1 Services                                           $4,250

A's Prewire Plus                                      $625

A Good Sign                                           $2,401

City of Corona                                        $1,466

Coastal Maintenance                                   $390

Ontario Refrigeration                                 $3,927

Pasco Doors                                           $204

Secure Systems Integration                            $150

Securtec District Patrol                              $800

Southern California Edison                            $2,227

Terra Pacific Landscape                               $2,393

ThyssenKrupp Elevator Corp                            $1,500

Varsity Contractors, Inc.                             $1,611

Water Systems Maintenance Inc.                        $395

Waste Management                                      $522

Mammoth Equities, LLC                                 $578,600
29222 Rancho Viejo Road, #203
San Juan Capistrano, CA 92675

Mammoth Equities                                      $106,255
Property Management Group, Inc.


MARK WODLINGER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Mark L. Wodlinger, II
        175 Golfview Dr
        Tequesta, FL 33469

Bankruptcy Case No.: 09-32191

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Southern District of Florida

Judge:  Erik P. Kimball

Debtor's Counsel: David Marshall Brown, Esq.
                  33 NE 2 St # 208
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Email: dmbrownpa@bellsouth.net

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

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

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

The petition was signed by Mark L. Wodlinger, II.


MARTENSE NEW YORK: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Crain's New York Business reports Martense New York Inc. filed for
Chapter 11 bankruptcy protection on October 9, 2009, listing
$1,000,001 to $10 million in assets against $1,000,001 to $10
million in debts that include $635,000 in unsecured claims by NCC
Capital and $300,000 in unsecured claims by MYG Trust.

The Debtor, according to Crain's, is among the seven large
companies that have filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Southern and Eastern Districts
of New York.


MBD INC: Disclosure Statement Approved; Nov. 2 Voting Deadline Set
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
has approved the disclosure statement for MBD, Inc.'s amended
Chapter 11 Plan dated as of September 23, 2009.  The Court set the
confirmation hearing for November 9, 2009.  The last day to file
ballots as well as objections to confirmation is November 2, 2009.

MBD intends to meet its obligations under the Plan by continuing
its development of the Belvedere Heights Subdivision.  The Company
will also continue managing the La Dolce Piazza office/retail
buildings.  MBD has agreed to transfer the other properties -- the
Montebello Estates, the Cielo Vista Estates, and the Fleetwood
Property -- to Umpqua Bank in satisfaction of its claims secured
by those properties.

General unsecured creditors who are owed approximately $1,580,000
will be paid in full, with interest at 5% p.a., through quarterly
payments starting in October 2010.  Payments will equal 50% of
MBD's net operating cash flow for each calendar quarter preceding
the payment date in which MBD generates a positive cash flow.
The Plan also provides that payment will be made, first to the
unsecured trade creditors (Class B-1 under the Plan), then once
all trade creditors are paid in full, payments will begin on the
same schedule to the unsecured lenders (Class B-2) under the Plan.

With the exception of AICCO, Inc.'s insurance premium financing
claim under Class A-8, Butte County's secured property tax claims
on the Fleetwood and Cielo Vista properties under Class A-10,
Tehema County's property tax claim on the Montebello Estates under
Class A-11 and Shareholder Interests under Class C, all other
classes are impaired and are entitled to vote on the Plan.

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

       http://bankrupt.com/misc/MBD.DSforamendedplan.pdf

Chico, California-based MBD, Inc., a.k.a. Meghdadi Builder
Developer, has been in the development business in the Chico area
for over 17 years.  The Debtor filed for Chapter 11 protection on
October 6, 2008 (Bankr. E.D. Calif. Case No. 08-34347).  William
C. Lewis, Esq., who has an office in Palo Alto, California,
represents the Debtor in its restructuring efforts.  The Company
listed between $10 million to $50 million each in assets and
debts.


MCCLATCHY CO: Posts $23.6 Million Net Income for Sept. 27 Quarter
-----------------------------------------------------------------
The McClatchy Company reported net income from continuing
operations in the third quarter of 2009 -- ended September 27,
2009 -- of $23.6 million, or 28 cents per share, compared to $4.2
million, or 5 cents per share, in the 2008 quarter -- ended
September 28, 2008.

Adjusted earnings from continuing operations were $11.0 million,
or 13 cents per share, in the third quarter of 2009 after
excluding unusual items, compared to $10.4 million, or 13 cents
per share, reported in the third quarter of 2008.  The Company
noted that its adjusted earnings in the third quarter of 2009 were
negatively impacted by a refinement to its projected annual tax
rate.  The Company's tax rate in the third quarter of 2009 was
61.8%.

Revenues in the third quarter of 2009 were $347.4 million, down
23.1% from the third quarter of 2008.  Advertising revenues were
$266.1 million, down 28.1% from 2008, and circulation revenues
were $69.0 million, up 6.7%.  Online advertising revenues grew
3.1% in the third quarter of 2009 and were 17.6% of total
advertising revenues compared to 12.2% of total advertising
revenues in the third quarter of 2008.

Cash expenses, excluding severance associated with restructuring
plans, declined $105.5 million, or 29.4% from the 2008 quarter.
Operating cash flow, a non-GAAP measure, was $94.4 million, up
1.3%.

Income from continuing operations for the first nine months of
2009 was $27.9 million, or 33 cents per share, and was affected by
the impact of unusual items.  Adjusted earnings from continuing
operations were $11.0 million, or 13 cents per share, in the first
nine months of 2009.

Income from continuing operations for the first nine months of
2008 was $23.2 million, or 28 cents per share, and was affected by
the impact of the unusual items.  Adjusted earnings from
continuing operations were $26.4 million, or 32 cents per share,
in the first nine months of 2008.

Revenues from continuing operations in the first nine months of
2009 were down 24.6% to $1.1 billion compared to $1.4 billion in
2008.  Advertising revenues in 2009 totaled $834.5 million, down
29.3%, and circulation revenues were $206.9 million, up 4.2%.

Commenting on McClatchy's results, Gary Pruitt, chairman and chief
executive officer, said, "Our advertising revenues in the third
quarter showed some improvement from the second-quarter decline.
Importantly, we reported growth in our online advertising
revenues.  Online advertising revenues were up 3.1% compared to
the third quarter of 2008.  Excluding employment advertising, a
category that has been impacted both online and in print by the
nationwide decline in jobs, online advertising revenues were up
28.4% in the quarter and up 27.2% year-to-date.

"Our transition to a successful hybrid print and online company
continues to advance. Our online audiences are growing strongly.
Average monthly unique visitors to our websites were up 14.7% in
the third quarter and were up 23.4% through the first nine months
of 2009.  We continue to be among the leaders in our industry in
online advertising revenue performance and online advertising as a
percentage of total advertising.  In the third quarter, online
advertising represented 17.6% of McClatchy's total advertising
revenue.  That was up from the 16.5% reported in the second
quarter of 2009 and up from the 12.2% reported in the third
quarter of 2008."

"The declines in print advertising are undeniably challenging for
our company, and the resulting restructuring of our business has
been necessary to align expenses with these new revenue
realities," said Mr. Pruitt.  "While painful, this restructuring
is clearly contributing to our ability to manage the company
through this downturn by enabling us to grow cash flow in the
third quarter and reduce debt.

"The advertising declines we've experienced show some signs of
slowing, but the ad environment remains weak overall.  As a
result, we expect print advertising revenues to continue to
decline in the fourth quarter.  So far in October, we're seeing
advertising revenue trends similar to the third quarter.

"We still have a lot of hard work ahead of us.  As long as we are
experiencing revenue declines, we must maintain a tight rein on
expenses.  We expect to hold costs down in the mid-twenty percent
range in the fourth quarter.

"We face these uncertain times with the resolve and confidence of
a company that has successfully adapted to many economic downturns
and media competitors over our 152-year history.  We will continue
to serve our communities with high quality journalism, and we will
continue to aggregate audiences and serve the needs of our local
and national advertisers, both online and in print."

Pat Talamantes, McClatchy's chief financial officer, said, "We
completed the quarter with debt principal outstanding of $1.99
billion, down $134.3 million from the end of 2008. Based on our
trailing 12 months of cash flow, our leverage ratio, as defined
under our credit agreement, improved for the second consecutive
quarter to 5.7 times at the end of the third quarter, and our
interest coverage ratio was 2.8 times.  Both of these ratios are
well within the covenant requirements under our credit agreement
of a leverage ratio of less than 7.0 times and an interest
coverage ratio of greater than 2.0 times. At the end of the
quarter, we had approximately $172.0 million available under our
bank credit line."

Earnings in the third quarter and nine months of 2009 included the
impact of several unusual events including:

      (a) In March 2009, the company announced restructuring
          efforts which included, among other things, reducing its
          workforce by approximately 15%, freezing the company's
          pension plans and temporarily suspending the company's
          matching contribution to its 401(k) plan as of March 31,
          2009.

      (b) On May 21, 2009, the company launched a private debt
          exchange offer for all of its outstanding debt
          securities for a combination of cash and new debt
          securities. The offer closed on June 25, 2009, and the
          company exchanged $3.4 million in cash and $24.2 million
          of newly issued senior notes for $102.8 million of debt
          securities. The company recorded a gain on the
          transaction in the second quarter.

      (c) In connection with the exchange offer, the company
          entered into an agreement with its lenders on May 20,
          2009, to amend its credit agreement which, among other
          things, allows it to use up to $60 million of its
          revolving credit facility to repurchase its unsecured
          notes due in 2011 or unsecured notes due in 2014,
          subject to certain conditions.  As a result the company
          wrote off a portion of its original financing costs
          related to its credit agreement in the second quarter.

      (d) During the second quarter of 2009, the company recorded
          $10.6 million of accelerated depreciation on production
          equipment resulting from the outsourcing of printing at
          several of its newspapers.

      (e) The company recorded additional closing adjustments
          which impacted the gain on the 2008 sale of SP Newsprint
          Company of which McClatchy was a one-third owner.  The
          company received $60 million in proceeds from this sale
          ($5 million in 2009), which was used to repay debt.

      (f) The company refined its estimate of its projected
          effective annual tax rate and applied the revised rate
          to the unusual items resulting in an adjustment in the
          third quarter of 2009.

                     About McClatchy Company

The McClatchy Company is the third largest newspaper company in
the United States, with 30 daily newspapers, roughly 50 non-
dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, the Charlotte Observer, and The (Raleigh) News & Observer.

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, the nation's largest online job
site, 25.6% of Classified Ventures, a newspaper industry
partnership that offers two of the nation's premier classified
websites: the auto Web site, cars.com, and the rental site,
apartments.com and 33.3% of HomeFinder, LLC which operates the
real estate website HomeFinder.com.  McClatchy is listed on the
New York Stock Exchange under the symbol MNI.

                          *     *     *

As reported by the Troubled Company Reporter on July 2, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on McClatchy to 'CC' from 'SD' (selective default).  The
rating outlook is negative.  At the same time, S&P raised its
issue-level rating on each of McClatchy's senior unsecured notes
originally issued by Knight Ridder Inc. to 'C' from 'D'.  All
other outstanding ratings on the company were affirmed.

As reported in the TCR on May 25, 2009, Moody's Investors Service
downgraded McClatchy's Probability of Default rating to Caa3 from
Caa1 following the company's announcement that it has commenced a
private offer to exchange up to $1.15 billion of outstanding
senior unsecured and unguaranteed notes and debentures for up to
$60 million in cash and up to $175 million of new 15.75% senior
unsecured guaranteed notes due 2014.  Moody's also downgraded the
existing senior unsecured note ratings to Ca (2011 notes) and C
(2014, 2017, 2027 and 2029 notes), reflecting the expected loss
from the exchange offer and the high near term probability of
default.


MDC PARTNERS: S&P Assigns Corporate Credit Rating at 'BB-'
----------------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'BB-'
corporate credit rating to Toronto, Canada-based MDC Partners
Inc., a holding company for a portfolio of marketing
communications firms.  The rating outlook is stable.

At the same time, S&P rated the company's proposed $200 million
seven-year senior unsecured notes 'BB-' (at the same level as the
'BB-' corporate credit rating on the company) with a recovery
rating of '4', indicating S&P's expectation of average (30%-50%)
recovery for noteholders in the event of a payment default.

S&P expects proceeds from the proposed senior unsecured notes,
along with cash, will be used to repay outstanding amounts under
the company's existing credit facility and 8% convertible
unsecured notes.  Pro forma for the transaction, debt balances
(including capital leases and other long-term debt) were
$204.3 million as of June 30, 2009.

"Despite S&P's expectation of continued economic pressure and
organic revenue declines in the high-single-digit percentage range
for the full year," said Standard & Poor's credit analyst Michael
Altberg, "we expect MDC to continue to generate healthy
discretionary cash flow and preserve EBITDA margins through cost-
cutting initiatives."


MERIDIAN RESOURCE: Mum on Fortis Forbearance Agreement
------------------------------------------------------
The Meridian Resource Corporation is silent on its forbearance
deal with lender Fortis Capital Corp., which was supposed to
expire October 16, 2009.

Meridian Resource and certain of its subsidiaries entered into the
First Amendment to Forbearance and Amendment Agreement, dated
September 30, 2009, and the Second Amendment to Forbearance and
Amendment Agreement, dated October 2, 2009, each of which amend
the Forbearance and Amendment Agreement with Fortis, as
administrative agent, and the other lenders and agents party to
the Company's Amended and Restated Credit Agreement, dated as of
December 23, 2004, as amended.

The First Forbearance Amendment extended from September 30 to
October 2, and the Second Forbearance Amendment further extended
to October 7, the date by which the Fortis Forbearance Agreement
will terminate if, by that date, the Company has not entered into
a Transaction Agreement.  Subsequently, the Lenders agreed to
extend such date of termination to October 14, and on that date
agreed to further extend such date of termination to October 16.

The Fortis Forbearance Agreement was slated to terminate if, by
such date, Meridian Resource has not entered into (a) a merger
agreement pursuant to which it will merge with or into or be
acquired by or transfer all or substantially all of its assets to
another person; (b) a capital infusion agreement pursuant to which
one or more persons will contribute subordinated debt or equity
capital to Meridian Resource in an amount sufficient to enable the
Company to pay to the Lenders an amount equal to 100% of its
borrowing base deficiency; or (c) a purchase and sale agreement
pursuant to which Meridian Resource agrees to sell one or more oil
and gas properties for net proceeds sufficient to enable it to pay
to the Lenders an amount equal to 100% of the borrowing base
deficiency, plus any incremental borrowing base deficiency
resulting from such sales.

Concurrently with the execution of the Fortis Forbearance
Agreement, Meridian Resource entered into (a) a Forbearance
Agreement with Fortis Capital Corp. and Fortis Energy Marketing &
Trading GP -- Hedge Forbearance Agreement; (b) a Forbearance and
Amendment Agreement with The CIT Group/Equipment Financing, Inc. -
- CIT Forbearance Agreement; and (c) a Forbearance and Amendment
Agreement with Orion Drilling Company, LLC -- Orion Forbearance
Agreement.  The termination of the forbearance period under the
Fortis Forbearance Agreement will also result in the termination
of the forbearance periods under each of the Hedge Forbearance
Agreement, the CIT Forbearance Agreement and the Orion Forbearance
Agreement.

Meridian Resource warned it was unlikely that, on or before the
October 16, 2009 expiration of the forbearance periods, it would
be able to enter into a Transaction Agreement or that it will
otherwise be able to satisfy its obligations under the agreements
to which the forbearance agreements relate.  Meridian Resource
also said it could not give any assurance that the Lenders will
grant it any further extensions under the Fortis Forbearance
Agreement.

                      About Meridian Resource

The Meridian Resource Corporation, incorporated in 1990, is an
independent oil and natural gas company. The Company explores for,
acquires and develops oil and natural gas properties. As of
December 31, 2008, it had proved reserves of 80 billion cubic feet
(Bcfe). Sixty-three percent of its proved reserves were natural
gas and approximately 64% were classified as proved developed. It
owns interests in 19 fields and 100 producing wells, and operated
approximately 96% of its total production during the year ended
December 31, 2008. The Company's wholly owned subsidiary, TMR
Drilling Corporation (TMRD), owns a rig which is used primarily to
drill wells operated by the Company.

At June 30, 2009, the Company's balance sheet showed total assets
of $207.77 million, total liabilities of $152.61 million and
stockholders' equity of $55.16 million.


MERIDIAN RESOURCE: Director Resignations Allow NYSE Compliance
--------------------------------------------------------------
The Meridian Resource Corporation reports that effective on
October 13, 2009, Joe E. Kares, G.M. (Byrd) Larberg and Gary A.
Messersmith, each of whom were non-independent directors,
voluntarily resigned from the Company's board of directors,
resulting in four independent and three non-independent directors
remaining on the board.  The decision of each of Messrs. Kares,
Larberg and Messersmith to resign was not the result of any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices.  Rather, the
resigning directors agreed to resign to facilitate compliance with
Section 303A.01 of the New York Stock Exchange rules for listed
companies.

The Company's common stock is listed on the NYSE.  As such, the
Company is required to comply with Section 303A.01 of the NYSE
Listed Company Manual, which requires a listed company to have a
majority of independent directors on its board.  The Company has
not been in compliance with that requirement since December 2008.
Immediately prior to the resignations, the Company had four
independent and six non-independent directors on its board.

                      About Meridian Resource

The Meridian Resource Corporation, incorporated in 1990, is an
independent oil and natural gas company. The Company explores for,
acquires and develops oil and natural gas properties. As of
December 31, 2008, it had proved reserves of 80 billion cubic feet
(Bcfe). Sixty-three percent of its proved reserves were natural
gas and approximately 64% were classified as proved developed. It
owns interests in 19 fields and 100 producing wells, and operated
approximately 96% of its total production during the year ended
December 31, 2008. The Company's wholly owned subsidiary, TMR
Drilling Corporation (TMRD), owns a rig which is used primarily to
drill wells operated by the Company.

At June 30, 2009, the Company's balance sheet showed total assets
of $207.77 million, total liabilities of $152.61 million and
stockholders' equity of $55.16 million.


MERRILL CORPORATION: Moody's Changes Default Rating to 'Caa1/LD'
----------------------------------------------------------------
Moody's Investors Service revised Merrill Corporation's
probability of default rating to Caa1/LD from Caa1, with the "/LD"
suffix signaling a "limited default."  This action reflects
Moody's view that Merrill is in the midst of a prolonged debt
restructuring exercise that has three components: i) repurchases
of $10 million of its senior credit facility term loan for total
proceeds of $8.09 million completed in September 2009; ii) debt
repurchases completed earlier in the year [$40.0 million
repurchased for $28.0 million in January 2009 and $10.0 million
repurchased for $7.2 million in February 2009]; and iii) actions
that may occur in the future in compliance with the terms of the
company's recent bank credit facility amendment.  When considered
in aggregate and given the discounts to face value that debt-
holders have contributed to the exercise as the tenders have taken
place, the process is -- effectively and for rating purposes only
-- a distressed exchange, i.e. a limited default.

It is noted that this action does not alter the existing views on
Merrill's fundamental credit profile and, accordingly, the B3
Corporate Family Rating along with the negative rating outlook are
affirmed as are ratings for the company's 1st and 2nd lien loans.
The "/LD" suffix will remain for three days, after which it will
be withdrawn and the PDR revised back to the Caa1 rating level
prevailing prior to the limited default.  While subsequent
repurchase activity will likely continue the limited default, the
PDR modification will be made only once as they will be deemed to
be part of the same over-all transaction.

Adjustment:

Issuer: Merrill Corporation

  -- Probability of Default Rating, Adjusted to Caa1/LD from Caa1

Ratings and outlook affirmations:

Issuer: Merrill Corporation

  -- Corporate Family Rating, Unchanged at B3
  -- Outlook, Unchanged at Negative

Issuer: Merrill Communications LLC

  -- Senior Secured First Lien Bank Credit Facility, Unchanged at
     B1 (LGD2, 21%)

  -- Senior Secured Second Lien Bank Credit Facility, Unchanged at
     Caa2 (LGD4, 69%)

Moody's most recent rating action concerning Merrill was taken on
21 August 2009, at which time the company's CFR was downgraded to
B3 from B2 concurrent with a repositioning of the PDR to Caa1 from
B2, in light of weak results, expectations of poor free cash flow
generation and an elevated risk of default.  The prevailing
negative rating outlook was also affirmed.

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

Headquartered in St. Paul, Minnesota, Merrill Corporation provides
a range of document and data management services, litigation
support, branded communication programs, fulfillment, imaging and
printing services organized along two main business segments,
Legal and Financial Transaction Services and Marketing and
Communication Solutions.


METROMEDIA INT'L: Says Delaware Supreme Court to Rule by Late Jan.
------------------------------------------------------------------
MIG Inc., formerly Metromedia International Group Inc., expects
to know by the end of January whether it succeeded on appeal in
setting aside a $188 million judgment from the Delaware Chancery
Court resulting from an appraisal action following MIG's
acquisition in 2007.  The appeal is scheduled for argument Oct. 28
in the Delaware Supreme Court, with a ruling expected by January.

MIG filed in Chapter 11 on account of the judgment and continues
saying the value of its assets "far exceeds" the proper amount of
the judgment.

As reported by the TCR on July 3, Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware allowed MIG Inc. to
continue an appeal of a decision in bankruptcy court that issued a
USUS$188.4 million judgment against the Company.

MIG was bought in October 2007 by CaucusCom Ventures LP for
USUS$1.80 a share, or about USUS$170 million, according to data
compiled by Bloomberg.  A group of preferred shareholders asked
Judge William B. Chandler of the Delaware Chancery Court to
evaluate the value of their shares at the time of the merger.
Judge Chandler ruled that each share was worth USUS$47.47, or a
total of about USUS$188.4 million.  MIG appealed the ruling.  But
unable to post a bond enabling an appeal, MIG filed for Chapter
11.

MIG asked the Bankruptcy Court to permit the appeal and to allow
the plaintiff to take a cross appeal, while preventing the
plaintiff from collecting a judgment.  MIG believes the amount of
the judgment is "substantially overstated."  MIG also believes
that the assets will turn out to be worth much more than the
judgment, even though the assets currently are illiquid.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of


MICHAEL BERKMAN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Michael R. Berkman
        200 Locust Stree, Apt. 20G
        Philadelphia, PA 19106

Bankruptcy Case No.: 09-17860

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Jeffrey S. Cianciulli, Esq.
                  Weir & Partners LLP
                  1339 Chestnut Stree, Suite 500
                  Philadelphia, PA 19107
                  Tel: (215) 665-8181
                  Email: jcianciulli@weirpartners.com

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

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

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

The petition was signed by Mr. Berkman.


MORTGAGE GUARANTY: S&P Cuts Counterparty Credit Ratings to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its
counterparty credit and financial strength ratings on Mortgage
Guaranty Insurance Corp. by two notches to 'B+' from 'BB'.  The
ratings remain on CreditWatch, where they had been placed with
negative implications on May 19, 2009.  S&P is not taking any
rating action on MGIC Indemnity Co., MGIC's wholly owned
subsidiary.

At the same time, S&P revised its outlook on MGIC's parent, MGIC
Investment Corp., to negative from stable.  S&P also affirmed its
'CCC' unsolicited counterparty credit rating on MGIC Investment
Corp.

"The downgrade of MGIC primarily reflects the company's weak
third-quarter operating results, which were below S&P's
expectations," said Standard & Poor's credit analyst Ron Joas.
"The company reported a loss ratio of 331%, compared with a loss
ratio of 222% in the second quarter of 2009.  A sharp increase in
the delinquent loan inventory resulted, in part, from a transition
of delinquencies into prime loans."

Subprime delinquencies also continued to rise, which, in
combination with prime loan delinquencies, resulted in incurred
losses of $971 million, compared with $788 million in third-
quarter 2008.  Claims payments remain below S&P's expectations,
which is reflective of the backlog of foreclosures and the
moratoria that had been implemented earlier in the year.

Standard & Poor's believes that MGIC has a high probability of
breaching the risk-to-capital regulatory requirement of 25x.  As
of Sept. 30, 2009, the company reported risk to capital of 17.3x,
which was a significant increase over 13.8x reported on June 30,
2009.  If MGIC breaches the risk-to-capital level, regulators may
prevent the company from continuing to write new business,
resulting in the firm being placed into runoff.  Should a runoff
occur, the lack of accretive new business combined with the
uncertainty of loss development could put added stress on the
existing capital base.

MGIC Investment Corp. had proposed a restructuring plan that
involves MGIC contributing $200 million of capital to MGIC
Indemnity Co., a wholly owned subsidiary of MGIC.  The
downstreaming of capital won't affect the risk-to-capital ratio.
However, it will reduce the liquid claims-paying resources
available at MGIC.  Fannie Mae recently approved MIC as an
eligible mortgage insurer through Dec. 31, 2011.  The company has
yet to receive an approval from Freddie Mac or approval to
consummate the transaction from its Wisconsin regulator.

S&P continues to believe there would be both benefits and
drawbacks to the restructuring plan.

Standard & Poor's believes MGIC Investment Corp. might be unable
to repay the outstanding balance of senior notes that mature in
September 2011 unless conditions in the capital markets improve.


MRB CAMDEN HOLDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: MRB Camden Holdings, LLC
        123 South Broad Stree, Suite 1250
        Philadelphia, PA 19109

Bankruptcy Case No.: 09-17844

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Thomas Daniel Bielli, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square
                  2005 Market Stree, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: tbielli@ciardilaw.com

Estimated Assets: $500,001 to $1,000,000

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

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

The petition was signed by Michael R. Berkman, managing member of
the Company.


MUZAK HOLDINGS: Disclosure Statement Hearing on October 27
----------------------------------------------------------
Muzak Holdings LLC and its debtor-affiliates will seek approval of
the disclosure statement explaining their proposed Chapter 11 plan
on Oct. 27, 2009.  If the Court affirms the adequacy of the
information on the Disclosure Statement, Muzak can begin
soliciting votes on the Plan, then present the Plan for
confirmation.  The confirmation hearing is tentatively scheduled
for Decemeber 16.

The Plan will be funded from the proceeds of the exit facility,
which will be used to pay the secured term loan claims in full in
cash on the plan's effective date.  A portion of the facility may
be used to fund the Reorganized Debtors' working capital needs.
As of Aug. 31, 2009, the Debtors had about $40.4 million cash on
hand, which will fund all other cash payments under the plan and
working capital needs.

According to the Disclosure Statement, the Plan reflects a
financial resolution of the Debtors' estates that is supported by
Silver Point Capital Advisors L.P., the Debtors' largest secured
and unsecured creditor, the statutory committee of unsecured
creditors and an ad hoc group of Holders of the Debtors' Senior
Notes.

The Debtors said that they are one step closer to achieving their
ultimate goal -- a confirmed chapter ii plan of reorganization
that memorializes a restructuring that will enable Muzak to
operate efficiently and effectively in a competitive market place.

The Plan contemplates, among other things:

   -- secured lenders under the Prepetition Credit Agreement with
      a principal amount outstanding of $95,537,500 will receive,
      in full and final satisfaction of the Secured Term Loan
      Claims, payment in full in cash with proceeds of the Exit
      Facility;

   -- the holders of the Debtors' $220 million 10% senior notes
      will receive:

      a) new senior notes at $135 million face amount with a 15%
         coupon (8% cash and 7% payment-in-kind), a 4.5-year
         maturity and prepayable at par immediately with no
         change in control or call premium; and

      b) new redeemable PIK preferred stock in an amount
         of $85 million, with dividends accruing at 10% and
         increasing 1% per year (capped at 15%) and a 7-year
         maturity;

   -- the holders of the Debtors' $115 million 9.875% senior
      subordinated notes will receive 100% of the new common
      stock of Reorganized Muzak subject to dilution for up to
      10% on account of a management incentive plan and
      warrants;

   -- the holders of the Debtors $24.2 million 13% senior
      discount notes will receive warrants for 7.5% of the
      outstanding New Common Shares -- excluding management
      shares -- at market value based upon an enterprise value
      to be determined with a term of five years; and

   -- the holders of general unsecured claims shall be paid in
      full in cash within 15 days after the Plan's effective
      date.

Furthermore, the plan offers to pay between 5.8% and 62.4% to
holders of senior subordinated notes claims, and 100% recovery to
the general unsecured creditors.

                       About Muzak Holdings

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.


NEUROBIOLOGICAL TECHNOLOGIES: To Delist Common Stock from Nasdaq
----------------------------------------------------------------
Neurobiological Technologies, Inc. on October 19 said that it has
submitted written notice to the NASDAQ Stock Market LLC that NTI
intends to file a Form 25 with the Securities and Exchange
Commission on or about October 28, 2009 to effect the voluntary
delisting of its common stock from NASDAQ, if NTI's stockholders
approve the dissolution of the company pursuant to a Plan of
Complete Liquidation and Dissolution at the special meeting of
stockholders planned for Tuesday, October 27, 2009.

Details of NTI's plans to pay an extraordinary dividend, delist
its common stock from the Nasdaq Capital Market, discontinue
recording transfers of stock, cease its reporting obligations
under the Securities Exchange Act of 1934, as amended, and
distribute its net cash to stockholders can be found in a
definitive proxy statement filed with the SEC on September 22,
2009.

Neurobiological Technologies, Inc. (NASDAQ: NTII) is a
biopharmaceutical company historically focused on developing
investigational drugs for central nervous system conditions. On
September 8, 2009, the Company filed a preliminary proxy statement
relating to its intention to call a special meeting of
stockholders to seek approval of a voluntary dissolution and
liquidation of the Company.


NEW CENTURY COS: Gets Precision Aerostructures for Stock, Cash
--------------------------------------------------------------
New Century Companies, Inc., reports that on October 9, 2009, it
entered into a Share Exchange Agreement with Precision
Aerostructures, Inc., and Michael Cabral pursuant to which Mr.
Cabral, as the sole shareholder of PAI, agreed to transfer to the
Company all of the capital stock of PAI in exchange for 5,000,000
shares of the Company's common stock and the delivery of
promissory note of the Company in the principal amount of $500,000
payable from the proceeds of any equity financing with gross
proceeds of al least $2,000,000 provided that the investors in
such financing permit the proceeds thereof to be used for such
purpose.

Additionally, at the vesting date as the cumulative net income of
PAI is at least $3,000,000 for the period commencing on January 1,
2010 and ending on October 9, 2012, the Company will issue to
Cabral warrants to purchase 3,000,000 shares of NCCI Common Stock.
The Warrants will be for a term of the earlier of three years from
the Vesting Date or January 1, 2014, and shall have an exercise
price of $0.10 per share.

The Company also reports that the share exchange contemplated by
the Share Exchange Agreement was consummated on October 9, 2009.
There is no material relationship between the Company, on the one
hand, and PAI or Mr. Cabral, on the other hand.  PAI is a supplier
of precision machined details and assemblies for aircraft
builders.  PAI specializes in the engineering and manufacturing of
precision CNC machined multi-axis structural aircraft components.

                       Going Concern Opinion

The Company said that there is substantial doubt about its ability
to continue as a going concern.  The Company noted that as of
June 30, 2009, the Company has an accumulated deficit of
$16,455,000, had recurring losses, a working capital deficit of
$8,108,000, and was also in default on its convertible notes.  The
Company intends to fund operations through anticipated increased
sales along with renegotiated or new debt and equity financing
arrangements which management believes may be insufficient to fund
its capital expenditures, working capital and other cash
requirements for the year ending Dec. 31, 2009.

New Century Companies' balance sheet at June 30, 2009, showed
total assets of $1,205,254 and total liabilities of $9,047,284,
resulting in a stockholders' deficit of $7,842,030.

                      About New Century Cos.

New Century Companies, Inc. (OTCBB: NCNC) and its wholly owned
subsidiary, New Century Remanufacturing, Inc., provides after-
market services, including rebuilding, retrofitting and
remanufacturing of metal cutting machinery.  Once completed, a
remanufactured machine is "like new" with state-of-the-art
computers and the cost to the Company's customers is substantially
less than the price of a new machine.  The Company currently sells
its services by direct sales and through a network of machinery
dealers primarily in the United States.  Its customers are
generally medium to large sized manufacturing companies in various
industries where metal cutting is an integral part of their
businesses.  The Company grants credit to its customers who are
predominately located in the western United States.#w Century
Companies, Inc.'s balance sheet at June 30, 2009,


NEW YORK TIMES: To Let Go of 100 Newsroom Employees
---------------------------------------------------
Russell Adams at The Wall Street Journal reports that The New York
Times said that it will cut 100 of its 1,250 newsroom staff by
year-end.  According to The Journal, The Times said that it hopes
to achieve the cuts through buyouts but will resort to layoffs if
it can't get enough volunteers.  The Journal relates that the
buyout offer will be made to both union and non-union employees.
The Times will mail the offers to the global "newsroom" on
Thursday, when the New York Times Co. reports third-quarter
earnings, the report says.

The New York Times Company is a diversified media company that
currently includes newspapers, Internet businesses, a radio
station, investments in paper mills and other investments.

In April 2009, Standard & Poor's lowered its rating on New York
Times' senior unsecured debt to B+ from BB- and placed its rating
on negative watch.  In May 2009, Standard & Poor's further lowered
its rating to B, citing the effects of declining advertising
revenues and operating performance on New York Times' leverage. It
also changed its rating outlook from negative to stable, citing
New York Times' ability to maintain adequate liquidity.  In April
2009, Moody's Investors Service downgraded New York Times' senior
unsecured debt rating to B1 from Ba3 with a negative outlook,
citing the expected continued pressure on revenues and operating
cash flow as a result of lower newspaper advertising.


NEXSTAR BROADCASTING: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Irving, Texas-based TV broadcaster Nexstar Broadcasting Group
Inc., including the 'B-' corporate credit rating.  The rating
outlook is stable.

"Our rating affirmation and stable rating outlook on Nexstar
reflect S&P's expectation that the company will be able to
maintain its lease-adjusted EBITDA coverage of interest above 1.2x
in the intermediate term under its amended credit agreement,"
explained Standard & Poor's credit analyst Deborah Kinzer.

On Oct. 8, 2009, Nexstar completed an amendment to its credit
agreement that loosens its senior leverage and total leverage
ratio covenants for the next 18 months.  "We expect the company
will be able to maintain adequate headroom under the revised
covenant schedule for at least the next year," added Ms.  Kinzer.


NORTEL NETWORKS: HP Wants to Set Off $281,000 Claim
---------------------------------------------------
Hewlett-Packard Company asks the Court to lift the automatic stay
to effectuate a setoff of prepetition amounts owing and due
between it and Nortel Networks Inc.

Hewlett-Packard owes NNI as much as $281,494 on account of the
services and software licenses it received from NNI pursuant to
the parties' agreement known as The Global Solutions Partner
Master Reseller Agreement.  NNI, meanwhile, owes Hewlett Packard
$1,284,946 for certain computer equipment and other supplies and
services it received from Hewlett-Packard.

                      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: Proposes SCI for Legal Staffing Services
---------------------------------------------------------
Nortel Networks Inc. and its debtor affiliates seek Bankruptcy
Court approval to employ Special Counsel Inc. as provider of
legal staffing services effective September 15, 2009.

The Debtors tapped SCI to provide services related to compliance
with certain government filing requirements and inquiries to
ensure a timely closing of the sales of their Code Division
Multiple Access (CDMA) business and Long Term Evolution (LTE)
assets.

"NNI chose SCI to act as its provider of legal staffing services
because SCI's professionals have extensive experience and
excellent reputations in responding to government inquiries,"
says Ann Cordo, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware.

SCI is the legal staffing unit of MPS Group Inc., a global
provider of performance improvement solutions in various
areas.  The firm is the largest provider of legal staffing
services to corporate legal departments and law firms in the
United States, including 99 out of the 100 largest law firms.

Under an agreement with the Debtors, SCI will provide licensed
contract attorneys to conduct initial reviews of electronic
documents "for responsiveness, issue and privilege coding."  The
firm, however, will not be providing legal advice to the Debtors.

SCI is also tasked under the agreement to provide off-site
project space for its contract attorneys and any representative
of NNI or its legal counsel, Cleary Gottlieb Steen & Hamilton
LLP, in their TurnKey Legal Center.  It is required to follow
strict guidelines for review provided by Cleary Gottlieb.

In return for SCI's services, the Debtors will pay the firm's
contract attorneys, who will be working 40 hours per week, at a
rate of $49.50 per hour.  For all hours worked over 40 hours per
week, the contract attorneys will be paid at a rate of $71.80 per
hour.

The Debtors will also indemnify and reimburse SCI for any claim
resulting from the rendition of its services as provided for in
the agreement but not for any claim on account of the firm's
other services unless they are approved by the Court.

Julia Sweeney, executive director of the Washington D.C. branch
of SCI, assures the Court that her firm does not hold or
represent interest adverse to the Debtors or their estates, and
that her firm is a "disinterested person" under Section 101(14)
of the Bankruptcy Code.

                      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: Proposes to Pay Egypt & Tunisia Workers
--------------------------------------------------------
In a recent court filing, Nortel Networks Inc. and its affiliated
debtors seek permission from the U.S. Bankruptcy Court for the
District of Delaware to pay their employees in Egypt and Tunisia
who will be terminated as part of their restructuring process.
The employees to be terminated are connected with the Debtors'
Enterprise Solutions business.

The Debtors plan to terminate a number of employees in their
offices in Cairo and Tunis by the end of the month and another
batch of employees in the next few months.  The Debtors currently
employ seven workers for their Enterprise Solutions business in
the Dubai office, and three workers in the Tunis office.

Employees who won't be laid off will be offered a new job in
Avaya Inc., the company that acquired the Enterprise Solutions
business.

The Debtors estimate that they would have to pay as much as
$829,501 to the Cairo and Tunis employees scheduled for
termination.

A hearing to consider approval of the proposed payment is
scheduled for October 28, 2009.  Creditors and other concerned
parties have until October 21 to file their objections.

As previously reported, the Debtors sought and obtained the
Court's permission to pay their employees in the United Arab
Emirates and Saudi Arabia who are to be terminated in relation to
the Enterprise Solutions business.  The Debtors estimated paying
out approximately $1.4 million for the UAE employees to be
terminated.

                      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)


OAKMONT HILLS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Oakmont Hills, LLC
           dba Oakmont Hills Resort and Golf Course
        365 Tower Road
        P.O. Box 130
        Ridgedale, MO 65739

Bankruptcy Case No.: 09-62364

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  Email: bk1@dschroederlaw.com

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

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

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

             http://bankrupt.com/misc/mowb09-62364.pdf

The petition was signed by Steven C. Bradford, managing member of
the Company.


OLD MERRILL DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Old Merrill Development, L.L.C.
        56 Andover Street
        Lawrence, MA 01841

Bankruptcy Case No.: 09-44341

Chapter 11 Petition Date: October 16, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Law Office of Timothy Mauser, Esq.
                  Suite 420, One Center Plaza
                  Boston, MA 02114
                  Tel: (617) 338-9080
                  Fax: (617) 275-8990
                  Email: tmauser@mauserlaw.com

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

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

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

The petition was signed by Bernhard A. Arciero, manager of the
Company.


OPUS EAST: Lease Decision Deadline Moved to December 28
-------------------------------------------------------
Jeoffrey L. Burtch, the trustee overseeing the Chapter 7 cases of
Opus East LLC and its debtor affiliates, won from the U.S.
Bankruptcy Court for the District of Delaware an extension of the
time by which the Opus East Debtors' executory contracts and
unexpired real property leases must be assumed or rejected through
December 28, 2009.

The Opus East Debtors are parties to numerous contracts and
leases located in various states, a list of which is available
for free at http://bankrupt.com/misc/OEAST_contractlist.pdf

The Contracts and Leases are held in connection with the
administration, building, servicing and general operations of the
Debtors' prior businesses, R. Grant Dick IV, Esq., at Cooch and
Taylor, P.A., in Wilmington, Delaware, relates.

Section 365(d)(1) of the Bankruptcy Code provides that in a case
under Chapter 7 of the Bankruptcy Code, if the trustee does not
assume or reject an executory contract or unexpired lease of
residential real property or of personal property of the debtor
within 60 days after the petition date, or within the additional
time as the court, for cause, fixes, then that contract or lease
is deemed rejected.

Given the nature of the Debtors' prior businesses, one or more of
the Contracts and Leases may be valuable to prospective
purchasers of the Debtors' assets, or to the continued
administration of the Debtors' estates, Mr. Dick says.  In this
light, he asserts, an additional time period in which the Chapter
7 Trustee must decide whether to assume or reject the Contracts
and Leases is in the best interest of the Debtors' estates.

Mr. Dick adds that the complex nature of the Debtors'
organization also makes it difficult to determine which Contract
or Lease is relevant to which individual Debtor.

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


OPUS EAST: Trustee Gets Nod to Employ Young Conaway as Co-Counsel
-----------------------------------------------------------------
Jeoffrey L. Burtch, the appointed Chapter 7 trustee for the
estates of the Opus East LLC and its units, obtained permission
from the bankruptcy Court to employ Young Conaway Stargatt &
Taylor LLP as his co-counsel nunc pro tunc to July 6, 2009.

As co-counsel to the Chapter 7 Trustee, Young Conaway is expected
to represent the Chapter 7 Trustee regarding the liquidation of
extensive real property assets; advise the Chapter 7 Trustee on
estate administration issues; negotiate with secured lenders;
examine claims against the estates; provide litigation services
as may be necessary and other services customarily provided to a
Chapter 7 trustee to aid in the administration of the estates.

The Chapter 7 Trustee notes that Young Conaway will closely
coordinate its services with Cooch and Taylor P.A. to avoid
unnecessary duplication of services.

The principal attorneys and paralegal presently designated to
represent the Chapter 7 Trustee and their current standard hourly
rates are:

   Professional                              Hourly Rate
   ------------                              -----------
   John D. McLaughlin, Jr.                  $480 per hour
   Special Counsel, Bankruptcy

   Daniel P. Johnson                        $375 per hour
   Partner, Real Estate

   John C. Kuffel                           $320 per hour
   Associate, Real Estate

   Casey Cathcart                           $155 per hour
   Paralegal, Bankruptcy

John D. McLaughlin, Jr., Esq., a member of Young Conaway, assures
the Court that his firm is a "disinterested person" as the term
is defined under Section 101(14) of the Bankruptcy Code.

Mr. McLaughlin certified that there were no responses or
objections to the Application as of August 21, 2009.

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


OPUS EAST: Trustee Proposes to Sell Property to St. John
--------------------------------------------------------
Jeoffrey L. Burtch, the trustee overseeing the Chapter 7 cases of
Opus East LLC and its debtor affiliates, asks the U.S. Bankruptcy
Court for the District of Delaware for authority to sell two lots
which are part of the "GATE Project" -- a proposed 400-acre
office and technology park located within the Aberdeen Proving
Ground military installation in Harford County, Maryland -- to
St. John Properties, Inc.

APG Master Developer LLC, a wholly owned affiliate of the Opus
East Debtors, held development rights to the 400-acre parcel
pursuant to a prepetition development agreement.

Mr. Burtch proposes to transfer all of the Opus East Debtors'
rights, title, and interests in the two lots, including the
Development Rights and certain unused construction materials and
construction plans, to St. John for $14,900,000, subject to
certain adjustments for amounts previously paid in consideration
of the transaction.

The Trustee notes that The Raytheon Company, a military defense
contractor, will be moving in after construction not later than
September 2010.

                         COPT Responds

Corporate Office Properties Trust notes that it was a bidder
during the auction of the St. John Property.

COPT says that it is filing a response to tender an unconditional
written offer to purchase the Development Rights from the Debtors
for $2,250,000.

Teresa K.D. Currier, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, clarifies that COPT is not seeking to overturn the
auction results but only wants to purchase the Development Rights
if they can be brought back.

Mr. Currier notes that the Development Rights were originally
sold to St. Johns for $250,000 and received $150,000 before the
Petition Date.  Subsequently, COPT consistently offered the
Chapter 7 Trustee higher consideration for the Development Rights
by first offering $875,000, then an allocable portion of COPT's
$15,500,000 bid.

Mr. Currier contends that COPT has served as an unofficial,
unrewarded stalking horse, as the Chapter 7 Trustee has
justifiably used COPT's repeated bids to increase the acquisition
price for Lots I and 2.

                       UGL Equis Responds

UGL Equis Corporation, through its counsel, William F. Taylor,
Jr., Esq., at McCarter & English LLP, in Wilmington, Delaware,
points out that the Chapter 7 Trustee's Request does not identify
how the purchase price is to be allocated among the assets and
the resulting distribution among the various bankruptcy estates.

A certain building in Lot 2 and its leasehold interest are owned
by APG II LLC, one of the Debtors.  UGL Equis is the largest
unsecured creditor of APG II.

Accordingly, in the interest of ensuring that the sale goes
through as proposed and so as not to compromise or waive any
rights or claims with respect to the proper allocation and
distribution of the Purchase Price, Equis submits that this
language should be added to any final order approving the sale so
that all rights and remedies are preserved as to this issue for a
later date:

  "The decision as to the allocation of the Purchase Price among
  the Property being sold and the resulting distribution of the
  Purchase Price to the estates of Opus East, APG I and APG II
  shall be made at a later date by the Trustee upon Motion and
  Notice by the Trustee to the creditors, with an opportunity
  for the creditors to object or comment upon the proposed
  allocation and distribution of the Purchase Price, with all
  rights and remedies reserved to the creditors with respect to
  the proposed allocation and distribution of the Purchase
  Price."

                           *     *     *

Judge Walrath approves the Chapter 7 Trustee's request and
accordingly, adds the language proposed by UGL Equis.  The
Court's ruling mentions that COPT's response was considered but
did not indicate whether the objection was sustained or
overruled.

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


OPUS WEST: Proposes Bonus Program for Critical Employees
--------------------------------------------------------
Opus West Corp. and its units ask the Court to approve a bonus
program for certain of their remaining critical employees for the
period from October 1, 2009, through November 30, 2009.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that over the past year, the Opus West
Debtors have gradually reduced their employee levels from
approximately 400 employees one year ago to 37 employees as of
the Petition Date.  He reveals that about 21 of the Remaining
Employees are critical to the Debtors' operations during these
Chapter 11 cases for at least the next four months.

The Critical Employees consist of 11 employees in the accounting
and information technology department, two employees in the sales
and finance department, and two in the legal department.

Mr. Jessup says that the Critical Employees perform a variety of
functions and services necessary for the Debtors to continue to
operate postpetition and to maximize the value of their assets
for the benefit of their creditors.  Among other things, the
Employees:

  (a) collect receivables and other amounts owed to the Debtors;

  (b) process and pay accounts payable and other expenses;

  (c) comply with various financial, accounting and other
      reporting requirements;

  (d) process and prepare various tax returns;

  (e) maintain information networks and desktop support;

  (f) handle various legal matters;

  (g) work with the Debtors' professionals and consultants;

  (h) assist in the sale or other disposition of the Debtors'
      assets, including various due diligence and information
      gathering activities; and

  (i) perform a number of bookkeeping, office and administrative
      services relating to Debtors' businesses and operations.

The Debtors have adopted an Employee Bonus Program that is
designed to retain and incentivize the Critical Employees.  Mr.
Jessup says that the Bonus Program for Non-Insider Critical
Employees is designed primarily as a retention bonus plan, while
the Bonus Program for the Insider Critical Employees is designed
primarily as a performance-based incentive bonus plan.

The Debtors believe that 14 of the 15 Critical Employees are not
"insiders" as the term is defined under Section 101(31) of the
Bankruptcy Code.  Claire Janssen, the Debtors' Chief Financial
Officer and a critical employee of the Debtors, may qualify as an
"insider" of the Debtors.

The Debtors estimate that under the Bonus Program, they will pay
approximately $48,437 in retention bonuses for October 2009, and
approximately $40,562 for November 2009, to the Non-insider
Critical Employees.  With respect to the performance bonus for
the Debtors' Chief Financial Officer, the CFO may qualify for a
monthly performance bonus of up to $7,916.

The maximum cost of the Bonus Program for the two-month period
is estimated to aggregate $104,833.

Mr. Jessup relates that the amount of the monthly bonus for the
CFO will be determined by John Greer, a representative of the
Debtors' Chief Restructuring Officer, based on an evaluation of
the CFO's work during that particular month using a performance
criteria.  Mr. Greer is not a participant in the Bonus Program
and is otherwise disinterested and able to render a fair and
impartial evaluation of the CFO's monthly performance, Mr. Jessup
assures the Court.  Any performance bonus that is earned by the
CFO during any given month would be earned and payable as of the
last day of that month.

Mr. Jessup asserts that the Bonus Program will help improve
employee morale, which currently is very low in light of the
significant reductions in force over the past year, unpaid
bonuses earned prior to the bankruptcy, the pending termination
of their jobs at the end of the Chapter 11 cases as well as the
added pressure, uncertainty and responsibility resulting from the
filing of the Chapter 11 cases.

Since it is likely that some of the Critical Employees will need
to be retained beyond November 30, 2009, the Debtors also ask the
Court that their request be without prejudice to their right to
seek an extension of the Bonus Program as may be necessary.

In a separate filing, the Debtors ask the Court to set an
expedited hearing on their request and shorten all applicable
notice periods.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS WEST: Proposes Plan Exclusivity Until January 2
----------------------------------------------------
Opus West Corp. and its units ask the U.S. Bankruptcy Court for
the Northern District of Texas to extend the period during which
they have the exclusive right to file a Chapter 11 plan through
and including January 2, 2010; and the period during which they
have the exclusive right to solicit acceptances of that plan
through and including March 3, 2010.

Pursuant to Section 1121 (b) of the Bankruptcy Code, a debtor has
the exclusive right to file a Chapter 11 plan during the first
120 days after the commencement of a Chapter 11 case.  If a
debtor files a plan during that period, pursuant to Section
1121(c)(3), an additional 60-day period is automatically granted
during which the debtor may exclusively solicit acceptances for
that plan.  Section 1121(d) also permits the Court to extend the
Exclusive Periods "for cause," but not beyond 18 months after the
Petition Date.

The Opus West Debtors' current Exclusive Plan Filing Period  will
expire on November 3, 2009, and their Plan Solicitation Period
will expire on January 2, 2010.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, asserts that ample cause exists to extend
the Debtors' Exclusive Periods.  He contends that the Debtors
have worked diligently to administer their estates and have
focused on stabilizing their properties, obtaining necessary
funding, negotiating and consummating sales of assets, and
negotiating various alternative exit strategies for each
particular property with each property's particular lender.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS WEST: Requests February 1 Extension for Lease Decision
-----------------------------------------------------------
Opus West Corp. and its units ask the U.S. Bankruptcy Court for
the Northern District of Texas to extend the time within which
they may assume and assign, or reject all unexpired non-
residential real property leases, through and including
February 1, 2010.

Pursuant to Section 365(d)(4) of the Bankruptcy Code, if a debtor
does not assume or reject an unexpired lease of non-residential
real property under which the debtor is a lessee within 120 days
after the Petition Date, or within an additional time as the
Court may fix, then the lease is deemed rejected.  However,
Section 365(d)(4) also authorizes a court to extend the
Assumption or Rejection Period for 90 days for cause.

The Opus West Debtors' current Lease Decision Period will expire
on November 3, 2009.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that over the past few months since
the Petition Date, the Debtors have focused their efforts on
marketing and selling or otherwise disposing of their various
real estate and other assets, as well as upon reducing expenses,
dealing with business operational issues, and addressing a
variety of other issues in their Chapter 11 cases.

However, due to the numerous issues that have required the
Debtors' attention and given the current economic climate, the
Debtors need additional time to determine if the Leases have
value to their estates, Mr. Jessup explains.  He notes that
certain of the Leases are for warehouses and storage facilities
where the Debtors' records are stored, and the Debtors need more
time to determine which Leases may be necessary depending on
whether their cases are liquidating cases or cases in which a
plan will be proposed.

"If the Debtors fail to obtain the requested extension, such
failure may be to the economic detriment of the estates and may
frustrate the Debtors' efforts to maximize the value of the
estates," Mr. Jessup points out.

                     About Opus West Corporation

Based in Phoenix, Arizona, Opus West Corporation is a full-service
real estate development firm that focuses on acquiring,
constructing, operating, managing, leasing and/or disposing of
real estate development projects primarily located in the western
United States.

Opus West and its affiliates filed for Chapter 11 on July 6, 2009
(Bankr. N.D. Tex. Case No. 09-34356).  Clifton R. Jessup, Jr., at
Greenberg Traurig, LLP, represents the Debtors in their
restructuring efforts.  Franklin Skierski Lovall Hayward, LLP, is
co-counsel to the Debtors. Pronske & Patel, P.C., is conflicts
counsel.  Chatham Financial Corp. is financial advisor.  BMC Group
is the Company's claims and notice agent.  As of May 31, Opus West
-- together with its non-debtor affiliates -- had $1,275,334,000
in assets against $1,462,328,000 in debts.  In its bankruptcy
petition, Opus West said it had assets and debts both ranging from
$100 million to $500 million.

Opus West joins affiliates that previously filed for bankruptcy.
Opus East LLC, a real estate operator from Rockville, Maryland,
commenced a Chapter 7 liquidation on July 1 in Delaware.  Opus
South Corp., a Florida condominium developer based in Atlanta,
filed a Chapter 11 petition April 22 in Delaware.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS SOUTH: Asset Sales Approved Despite Objections
---------------------------------------------------
To recall, Judge Mary F. Walrath of the United States Bankruptcy
Court of the District of Delaware has authorized Debtors Waters
Edge One LLC, Clearwater Bluff LLC, and 400 Beach Drive LLC to
solicit bids for their properties in consultation with Wachovia
Bank N.A., who holds a security interest over the properties and
as administrative agent of the DIP Lenders of Waters Edge, which
are Regions Bank, Bank of America, and National City Bank.

Opus South Development LLC previously acquired security interest
in a real property of 400 Beach and assigned its note and
mortgage to the Waters Edge Lenders as additional collateral.  As
a part of a global settlement agreement among the parties, Opus
South agreed to absolutely assign the 400 Beach Property Note and
Mortgage to the Waters Edge Lenders.  The original amount of the
OSD Note is $32,000,000.

Pursuant to the Global Settlement Agreement, Wachovia, on behalf
of the Waters Edge Lenders, will be deemed to have an allowed
claim amounting to no less than $70,796,928, plus other amounts
permitted by the Bankruptcy Code, including transfer taxes,
protective advances, costs and attorneys' fees.

Wachovia will be permitted to exercise its rights to credit bid
all or any lesser amount of its Allowed Claim on Waters Edge, 400
Beach, and Clearwater at the Sale.

If Wachovia exercises its rights under the Global Settlement to
acquire or foreclose upon the OSD Mortgage and OSD Note, then the
outstanding balance of the Waters Edge Loan will be deemed to be
reduced by not less than $8,000,000 and Wachovia may credit bid
on the 400 Beach Property to the full extent of the balance due
and owing on the OSD Mortgage and Note, or any lesser amount.

The Debtors are also authorized to reject bids in their
discretion and in consultation with Wachovia that are not in
conformity with the bidding procedures.

A copy of the Bidding Procedures is available for free at:

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

The Debtors are required to send a notice of the Bidding
Procedures and the proposed assumption and assignment of the
contracts tied up to the property being sold to parties in
interest.  Non-Debtor parties have until September 30, 2009, to
object to the assumption and assignment of the Contracts or their
cure amounts.

After an auction, the Court will convene a hearing on October 7,
2009, to consider approval of the transactions.  All objections
must be filed no later than September 30, 2009.

                     Objections to Asset Sales

Three entities object to the Opus South Debtors' proposed sale of
certain assets.  The objecting parties are:

Objecting Party                       Subject Asset
---------------                       -------------
Maher Astwani, M.D. and               400 Beach Drive LLC
Magnolia Medical Center P.C.

United HealthCare Services, Inc.      Greensboro, N.C. Property

3803 North Elm Street Investors LLC   Greensboro, N.C. Property

Mr. Astwani relates that he wants to sue 400 Beach for breach of
contract regarding the untimely completion of a condominium unit
in St. Petersburg, Florida.  Mr. Astwani deposited $280,000
towards the purchase price of the condominium in an escrow
account maintained by Investor's Realty Title Company as escrow
agent.  Mr. Astwani says he objects to the sale of 400 Beach to
the extent that it will impact his rights to prosecute his claims
and the return of the Escrow Deposit against the ultimate
successful bidder at the auction for 400 Beach.

United Healthcare Services entered into a lease agreement with
the Debtors for a property in Greensboro, North Carolina.  In
connection with the lease, UHS and the Debtors entered into
another agreement regarding the development of a certain parcel
of real property adjacent to the leased premises, which according
to Eric Lopez Schnabel, Esq., at Dorsey & Whitney (Delaware) LLP,
in Wilmington, Delaware, restricted the Debtors' ability to
develop, lease, and sell the Expansion Land.  The Debtors
subsequently assigned the Lease on December 31, 2001, to 3803 N.
Elm Street Investors LLC, whereby the assignee made an amendment
to the original declaration which include representations
confirming the rights between the Debtors and UHS regarding
interests in the Expansion Land.

In another development, the Court authorized the Debtors to sell
a property located at 3805 N. Elm Street, in Greensboro, North
Carolina.  Mr. Schnabel says that it is UHS' understanding that
the Greensboro Property includes the Expansion Land.  He notes
that UHS was notified that its agreement with the Debtors is not
considered as a "permitted encumbrance."  Against this backdrop,
UHS objects to the sale of the Greensboro Property and reserve
its rights with respect to the categorization of the UHS
Agreement as an executory contract and with respect to the amount
of the cure because the UHS Agreement is a lien transfer
restriction and permitted encumbrance and the Debtors did not
comply with their notice obligations under the UHS Agreement.

3803 North Elm Street Investors LLC also submitted its objection
regarding the proposed sale of the Greensboro Property.

                       Court Allows Sale

Judge Mary F. Walrath of the U.S. Bankruptcy Court of the
District of Delaware overruled all objections and authorized the
Opus South Debtors to go ahead with the sale of certain
properties to these buyers:

  Property Owner                 Buyer
  --------------                 -----
  Waters Edge One LLC            Waters Edge Clearwater LLC
  400 Beach Drive LLC            Redus 400 Beach LLC
  Clearwater Bluff LLC           Redus Clearwater Bluff LLC

The Properties refer to condominiums in two high end residential
towers, Water's Edge and 400 Beach Drive, Tampa Bay Business
Journal relates.  The winning bidder on the auction of the condo
towers is lender Wachovia Corp., according to the report.
Wachovia, through three limited liability companies, has agreed
to pay $30.6 million for the condos and certain undeveloped land,
according to the news source:

  * Water's Edge Clearwater LLC will pay $20 million for the
    Water's Edge Property.

  * Redus Clearwater Bluff LLC will pay $1.6 million for
    adjacent undeveloped land.

  * Redus 400 Beach LLC will pay $9 million for about 21 unsold
    condos and unsold retail space in the 400 Beach Property.

Judge Walrath ruled that after closing of the sale, the DIP
Lenders of Waters Edge will have an allowed unsecured claim
against Waters Edge amounting to the difference of:

  (a) the sum of: (1) $70,796,928.98, plus (2) other amounts
      permitted by the Bankruptcy Code and other applicable law,
      plus (3) costs and attorneys fees allowable under the
      Bankruptcy Code; minus

  (b) the sum of (1) the deemed consideration for the assignment
      of the "OSD Note" which equal $8,000,000, plus (2) any
      amount of the accepted cash or credit bid for the purchase
      of the Subject Property of 400 Beach Drive LLC that is in
      excess of $8,000,000, plus (3) the accepted cash or credit
      bid for the purchase of the Subject Property of Waters
      Edge One LLC, plus (4) the accepted cash or credit bid for
      the purchase of the Subject Property of Clearwater Bluff
      LLC.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS SOUTH: Greenberg Traurig Charges $155,400 for August
---------------------------------------------------------
Greenberg Traurig LLP seeks fees, aggregating $155,401, and the
reimbursement of expenses, totaling $10,509, for services it
rendered to the Opus South Debtors for the month of August 2009.
Greenberg Traurig is the Debtors' local counsel.

Landis Rath & Cobb LLP certified that there were no objections to
its June to July 2009 monthly fee application.  In its Fee
Application, Landis Rath asked $2,374 in fees and $65 as
reimbursement of expenses.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


PACIFIC PAWNBROKERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Pacific Pawnbrokers, Inc.
        701 RYLAND AVE
        RENO, NV 89502

Bankruptcy Case No.: 09-53610

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       District of Nevada

Judge: Gregg W. Zive

Debtor's Counsel: Kevin A. Darby, Esq.
                  Darby Law Practice, Ltd.
                  4777 Caughlin Pkwy
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  Email: kevin@darbylawpractice.com

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

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

According to the schedules, the Company has assets of at least
$263,167, and total debts of $3,462,655.

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

            http://bankrupt.com/misc/nvb09-53610.pdf

The petition was signed by Ben Derian, president of the Company.


PALMDALE HILLS:: Lehman Sharpens SunCal Reorganization Plan
-----------------------------------------------------------
According to Law360, Lehman Brothers Holdings Inc. has amended its
plan to restructure SunCal Cos. foundering properties, after
gaining permission from the Bankruptcy Court to pay $15 million in
potential settlements as part of the proposed reorganization of
the $2 billion projects Lehman bankrolled.

Prepetition, LBHI and its affiliates committed to fund continuing
costs necessary to preserve the value of 18 SCC Projects.  The
loans totaled $2.3 billion.  The amounts loaned and to be advanced
by Lehman are all secured by, among other things, first priority
trust deeds on the Projects' real property.

Under the proposed plan, LCPI and the other Lehman lenders agreed
to earmark as much as $15 million to settle certain equitable
subordination claims made against them by SCC's subsidiaries on
behalf of their non-Lehman unsecured creditors.  The proposed plan
also grants the Lehman lenders or any other entity, which either
asserts to be or is determined by the California bankruptcy court
to be the owner of any of the loans, the right to credit bid on
certain of the properties securing the $2 billion loan.

Full-text copies of LCPI's proposed chapter 11 plan and the
disclosure statement for SCC's subsidiaries is available without
charge at:

  http://bankrupt.com/misc/LehmanPlanSCC.pdf
  http://bankrupt.com/misc/LehmanDisclosureStatementSCC.pdf

LCPI's attorney, Shai Waisman, Esq., at Weil Gotshal & Manges
LLP, in New York, says the proposed plan will increase the
prospect for the Lehman lenders' recovery of the debts owed by
SCC's subsidiaries and enable a timely resolution of the
subsidiaries' bankruptcy cases, Mr. Waisman says.

                        About Palmdale Hills

SunCal Companies is a California developer. Palmdale Hills
Property LLC and other units were formed to develop various
residential real estate projects located throughout the western
United States.

Lehman Brothers Holdings Inc. and an affiliate committed to SunCal
on a $2.3 billion funding for the development of various
residential real estate projects. The amounts were secured by,
among other things, first priority trust deeds on the projects,
which include oceanlots in San Clemente, in California. LBHI
stopped funding after it filed for bankruptcy in September 15,
2008.

Palmdale together with affiliates, which include SunCal Bickford,
and LBL-SunCal Northlake LLC, filed for Chapter 11 protection
before the U.S. Bankruptcy Court for the Central District of
California on Nov. 6, 2008 (Case No. 08-17206).

In its petition, Palmdale estimated assets and debts of between
$100,000,001 to $500,000,000. Paul J. Couchot, Esq., at Winthrop
Couchot PC, represents the Debtors in their restructuring effort.


PAUL KANTER: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Paul A. Kanter
                  dba Dr. Paul A. Kanter, O.D.
                  dba Paul Kanter
               Susan M. Meyer
                  dba Sue Meyer
                  dba RoamSweetHomes LLC
               21202 253rd Place SE
               Maple Valley, WA

Bankruptcy Case No.: 09-26007

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Western District of Washington

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

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

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

According to the schedules, the Company has assets of $2,951,381,
and total debts of $4,434,985.

A full-text copy of the Debtors' petition, including a list of
their 7 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/azb09-26007.pdf

The petition was signed by the Joint Debtors.


PAXTON REALTY: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Crain's New York Business reports Paxton Realty filed for Chapter
11 bankruptcy protection on October 7, 2009, listing $1,000,001 to
$10 million in assets against $1,000,001 to $10 million in debts
owed to creditors that include Citibank, which is owed about
$4,800,000, of which $1,800,000 is unsecured; and Capital One
Bank, which is owed some $79,000.

The Debtor, according to Crain's, is among the seven large
companies that have filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Southern and Eastern Districts
of New York.


PETTERS CO: Stay Lifted to Permit D&O Insurance Claim Submission
----------------------------------------------------------------
WestLaw reports that claims made directors' and officers'
liability policies were property of the bankruptcy estates of
debtor holding companies the policies had issued to.  However, a
co-insured's contingent and unliquidated right to payment created
upon the occurrence of a covered loss was distinct from the
debtor's right to coverage.  Thus, the automatic stay should not
prohibit the co-insured from presenting a claim and receiving
payment.  A Minnesota bankruptcy court authorized payments up to a
limit of $2,500,000 to be submitted and processed by the insurers.
Significant legal defense costs had been incurred by a potentially
insured officer and by the debtor companies in federal criminal
proceedings and civil proceedings.  This lifting of the stay with
respect to 25% of the proceeds should ensure the unliquidated
value of the estates' interest in policy proceeds was protected.
In re Petters Co., Inc., --- B.R. ----, 2009 WL 3316881 (Bankr. D.
Minn.).

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 relief on October 11, 2008 (Bankr. D.
Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC, is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PIERO AT LINDERO: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Piero at Lindero, LLC
        12121 Wilshire Boulevar, Suite 959
        Los Angeles, CA 90025

Bankruptcy Case No.: 09-38350

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Simon Aron, Esq.
                  Wolf, Rifkin, Shapiro & Schulman LLP
                  11400 W Olympic Blvd 9th Fl
                  Los Angeles, CA 90064-1565
                  Tel: (310) 478-4100
                  Fax: (310) 479-1422
                  Email: saron@wrslawyers.com

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

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

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

             http://bankrupt.com/misc/cacb09-38350.pdf

The petition was signed by Edward Choi, manager/member of the
Company.


PILGRIM'S PRIDE: Gets Nod to Reject 3 Broiler Contracts
-------------------------------------------------------
Judge D. Michael Lynn authorized Pilgrim's Pride Corp. to reject
broiler grower contracts of three broiler farms effective on the
Debtors' proposed rejection dates.  The broiler farms are:

Name                Location                 Rejection Date
----                --------                 --------------
Odenbough           Farmerville, Louisiana    April 8, 2009
T W Farms(27)       Farmerville, Louisiana    March 7, 2009
Young & Lueg 2(44)  Farmerville, Louisiana   March 12, 2009

Judge Lynn ordered further that all claims for damages arising as
a result of the rejection of these Broiler Grower Agreements are
to be filed not later than November 12, 2009.


                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had 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: Gets Nod to Sell 100% Interest in Valley Rail
--------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Pilgrim's Pride
Corp. obtained the Court's authority to sell 100% of its ownership
interest in Valley Rail Service, Inc., a non-debtor, to buyers
Dixie Gas & Oil Corporation, Glenn V. Healey and Frank W. Nolen,
for $1,000,000.  The Debtors also ask the Court to approve the
Purchase Agreement binding the transaction.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, informs the Court that the Purchase Agreement
would create an an indemnification obligation by Pilgrim's Pride
Corporation in favor of the Buyers for any losses incurred by the
parties for enforcement of the Purchase Agreement.  There are no
contracts or agreements that will be assumed and assigned as part
of this transaction, Mr. Youngman states, and the Debtors'
ownership interest in Valley Rail is not necessary for the
Debtors' successful reorganization.

The Debtors submit that the universe of potential buyers for the
Debtors' stock in Valley Rail is very limited.  Accordingly, the
Debtors tell the Court that a private sale of the Stock is in the
best interest of the Debtors' estates.

To facilitate the sale of the Stock, the Debtors seek authority
to sell the Stock free and clear of any liens, claims and
encumbrances, with the liens, claims and encumbrances to attach
to the net proceeds of the sale with the same rights and
priorities.

The Debtors are not aware of any liens or interests held by any
party in respect of the Debtors' rights to the Stock, Mr.
Youngman avers, moreover, the proposed sale is conditioned on
consent of the postpetition lenders.

                     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: Proposes Settlement with 188 Contract Growers
--------------------------------------------------------------
Pilgrim's Pride proposes seek the Court's authority pursuant to
Rule 9019 of the Federal Rules of Bankruptcy Procedure, to enter
into a settlement agreement with 188 independent contract growers,
to resolve disputes that arose as a result of the Debtors'
proposed rejection of their Grower Contracts.

The parties memorialized the terms of their agreement in a
stipulation dated October 14, 2009, the salient terms of which
are:

* Within three business days after the Court Approval Date, the
   Debtors will make:

    (i) a single lump sum payment of $1,177,500 to 157 specific
        Growers, a complete list of which is available for free
        at http://bankrupt.com/misc/PPC_2ndresolvedgrowersA.pdf

   (ii) a single lump sum payment of $1,272,500 to 31 specific
        Growers, a complete list of which is available for free
        at http://bankrupt.com/misc/PPC_2ndresolvedgrowersB.pdf

* Within three business days after the Court Approval Date, the
   Growers will take all actions necessary to dismiss their
   Objections with prejudice;

* The PPC Parties will be released from and against any claims,
   liabilities and causes of action, whatsoever; provided,
   that except for Growers Leann Parker and Jeffrey Parker and
   Jill Forrest and Kenny Forrest, for which this release will
   be deemed to be a full and final general release of all
   claims whatsoever;

* The Releasing Parties agree that they will not file any
   proofs of claim in the Debtors' bankruptcy cases for any of
   the PPC Released Claims. To the extent that the Releasing
   Parties' Proofs of Claim allege these claims or damages, the
   PPC Released Claims in those Proofs of Claim are deemed
   satisfied and expunged upon Debtors' making of the Payments;

* To the extent permitted by law, the Releasing Parties forever
   waive, release, and covenant not to sue or assist
   with suing any complaint or claim against any
   Releasee with any court, governmental agency, or other entity
   based on a PPC Released Claim, whether known or unknown at
   the time of execution of this Agreement.  The Releasing
   Parties also waive any right to recover from any Releasee in
   a civil suit or other action brought by any governmental
   agency or any other individual or entity for or on their
   behalf with respect to any PPC Released Claim;

* The Parties agree that nothing in the Agreement will
   constitute an admission by any Party of any fault,
   or liability whatsoever, and the Parties acknowledge that all
   liability is expressly denied by PPC.

A full text copy of the Settlement Agreement is available for
free at http://bankrupt.com/misc/PPC_Growers_2ndsettlement.pdf

At the Debtors' behest, the Court will convene a hearing to
consider the parties' agreement on October 27, 2009, at
10:30 a.m.

                     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)


PNG VENTURES: Court Sets November 10 Disclosure Statement Hearing
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on November 10, 2009,
to consider approval of the disclosure statement explaining PNG
Ventures, Inc. and its affiliated debtors' joint Chapter 11 plan
of liquidation dated September 9, 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.

Based on the current anticipated date of the confirmation hearing,
the Debtors have requested that the record date for solicitation
of holders of holders of claims and equity interests be fixed as
November 7, 2009, which is 3 days prior to the disclosure
statement hearing.

As reported in the Troubled Company Reporter on Sept. 24, 2009,
PNG Ventures Inc. and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware a disclosure
statement explaining the terms of their proposed Chapter 11 plan
of reorganization.

The Debtors said that, in addition to cash they will have on hand
from normal business operations, they require about $8.4 million
of cash to fund the Plan.  Based on preliminary discussions prior
to the bankruptcy filing with interested parties, the Debtors
believe they will be able to enter a post Petition Date plan
funding agreement with all necessary parties including Castlerigg
PNG Investments LLC that will contain certain conditions to
funding amounts needed to effectuate the Plan including, without
limitation, due diligence analysis of the Plan and the Debtors'
operation satisfactory to Castlerigg and a return to Castlerigg
for the funding of a minimum of:

    * a restructured loan in the principal amount of $5.5 million,
      to be held on a pari-passu basis with the Medley NSSTL,
      except as otherwise noted herein and in the Plan, the
      form and substance of which, including all collateral
      documents relating thereto, shall be in a form acceptable to
      Castlerigg; and

    * approximately 5,300,000 shares of New PNG Common Stock,
      which equates to approximately 26.50% of the entire balance
      of outstanding shares of New PNG Common Stock on the
      effective date.

According to the disclosure statement, the Plan contemplates:

   * settlement of the majority of the Company's senior credit
     facility for approximately 66% of the common stock of the
     newly reorganized Company, with the balance being settled
     for a combination of cash and a new four-year term loan;

   * settlement of the Company's trade debt and unsecured debt
     for approximately 28% of allowable claim amounts and 7.5% of
     the common stock of the newly reorganized Company; and

   * securing financing of approximately $8.4 million to fund the
     Plan, for a combination of a new four-year term loan and
     approximately 26.5% of the new common stock of the newly
     reorganized Company.

Under the Plan, among other things, holders of Medley secured
claims are expected to recover 14.8% of allowed secured claims and
receive 66% of new PNG common stock.  General unsecured creditors
will recover the lesser of 28% or pro rata share of Class 5 fund
plus pro rata share of 7.5% of Class new PNG common stock.
Existing equity would be eliminated, including all options,
warrants and other derivative instruments that are linked to the
Company's existing equity.

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?4557

A full-text copy of the Chapter 11 plan of reorganization is
available for free at http://ResearchArchives.com/t/s?4558

                     About PNG Ventures, Inc.

Through its Applied LNG Technologies and other subsidiaries, the
Company engages in the production, distribution, and sale of
liquefied natural gas to customers consisting of public utilities,
industrial end-users and other fleet customers within the
transportation, manufacturing, distribution, and municipal
markets, primarily in California, Arizona, and Nevada. The Company
also offers turnkey fuel solutions, including delivery, equipment
storage, fuel dispensing equipment, and fuel loading facilities.

PNG Ventures and its affiliates filed for Chapter 11 on
September 10, 2009 (Bankr. D. Del. Case No. 09-13162).  Attorneys
at Fox Rothschild LLP represent the Debtors in their restructuring
effort.  Logan & Co. serves as claims and notice agent.

As of June 30, 2009, PNG had total assets of $41,416,000 against
total debts of $47,519,000.


PREMIER DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Premier Development L.L.C.
        1001 West Broad Street
        Falls Church, VA 22046

Bankruptcy Case No.: 09-18448

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia

Judge: Stephen S. Mitchell

Debtor's Counsel: Bennett A. Brown, Esq.
                  The Law Office of Bennett A. Brown
                  3905 Railroad Avenue, Suite 200N
                  Fairfax, VA 22030
                  Tel: (703) 591-3500
                  Fax: (703) 591-2185
                  Email: bennett@pcgalaxy.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/vaeb09-18448.pdf

The petition was signed by Michael Dolgas, managing member of the
Company.


PTC ALLIANCE: Committee Selects McGuirewoods as Counsel
-------------------------------------------------------
The Official Committee of Unsecured Creditors of PTC Alliance
Corp. asks the U.S. Bankruptcy Court for the District of Delaware
for permission to employ McGuirewoods LLP as its counsel.

The firm has agreed to, among other things:

   a) advise the Committee with respect to its powers and duties
      under Section 1103 of the Bankruptcy Code;

   b) take all necessary actions to preserve, protect and maximize
      the value of the Debtors' estates for the benefit of the
      Debtors' general unsecured creditors, including but not
      limited to, investigating the acts, conduct, assets,
      liabilities, and financial condition of the Debtors, the
      operation of the Debtors' businesses and the desirability of
      continuing such businesses, and any other matter relevant to
      these cases or to the formulation of a plan;

   c) prepare motions, applications, answers, proposed orders,
      reports and papers that may be necessary to preserve and
      further the Committee's interests in these chapter 11 cases;

   d) participate in the formulation of a plan as may be in the
      best interests of general unsecured creditors of the
      Debtors' estates; and

   e) represent the Committee's interests with respect to the
      Debtors' efforts to obtain postpetition secured financing.

The firm's attorneys charge between $295 and $600 per hour, and
paralegals bill $215 per hour for this engagement.

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

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. makes
welded and cold drawn mechanical steel tubing and tubular shapes,
chrome-plated bar products and precision components.  The Company
and its affiliates filed for Chapter 11 protection on October 1,
2009 (Bankr. D. Del. Lead Case No. 09-13395).  The Debtors
selected Reed Smith LLP as their counsel.  PTC Alliance listed,
in its petition, assets between $50 million and $100 million, and
debts between $100 million and $500 million.


PUBLIC EMPLEES' RETIREMENT: Board OKs Bailout to Avert Bankruptcy
-----------------------------------------------------------------
Steven K. Paulson at The Associated Press reports that the Public
Employees' Retirement Association board, which oversees Colorado
state pensions, has approved a bailout plan to keep the troubled
program from going bankrupt.  According to The AP, major changes
include increasing employee and employer contributions by 2%, and
cutting cost-of-living increases for current retirees from 3.5 %
this year, capping them at 2%, changes that require the lawmakers'
approval.  The AP relates that Michael Coulter, a state employee
and former state compensation committee member, said that the cap
on cost-of-living increases will hurt current retirees.


QUESTEX MEDIA: U.S. Trustee Form Five-Member Creditors' Committee
-----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed five creditors to serve on the Official Committee of
Unsecured Creditor Questex Media Group Inc. and its debtor-
affiliates.

The members of the Committee:

   a) Peter Thiel
      1114 Avenue of the Americas, 29th Floor
      New York, NY 10036
      Tel: (212) 903-2800
      Fax: (212) 937-2388

   b) RR Donnelley & Sons Company
      Attn: Robert Larson
      3075 Highland Pkwy.
      Downers Grove, IL 60515
      Tel: (630) 322-6006
      Fax: (630) 322-6052

   c) Paradice Decorating Co.
      Attn: Joseph Cragg
      10002 Pioneer Blvd., #105
      Santa Fe Springs, CA 90670
      Tel: (562) 944-4166
      Fax: (562) 944-3666

   d) Metropolitan Exposition Services, Inc.
      Attn: Leonardo Servedio
      115 Moonachie Avenue,
      Moonachie, NJ 07074
      Tel: (201) 355-0615
      Fax: (201) 994-1350

   e) GetVamp LLC
      Attn: Rick Roaslina
      3033 Circle Court
      Cleveland, OH 44113
      Tel: (216) 566-5953
      Fax: (866) 728-3475

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

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Company says it has
assets of $299 million against debts of $321 million.


RAMP CHEVROLET: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Crain's New York Business reports Ramp Chevrolet Inc. filed for
Chapter 11 bankruptcy protection on October 5, 2009, listing $0 to
$50,000 in assets against $1,000,001 to $10 million in debts
including The New York State Department of Taxation and Finance's
$425,994 unsecured claim.

The Debtor, according to Crain's, is among the seven large
companies that have filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Southern and Eastern Districts
of New York.


READER'S DIGEST: Gets Nod for AlixPartners as Advisor
-----------------------------------------------------
Judge Robert Drain authorized The Reader's Digest Association Inc.
to employ AlixPartners LLP as restructuring advisor.

If at any time AlixPartners LLP increases the rates for its
services, Judge Drain directed the firm to notify the Court, the
United States Trustee, the Debtors and the Official Committee of
Unsecured Creditors regarding the increase in rates.  The U.S.
Trustee reserves all rights to review and object to the allowance
and payment for services rendered by AlixPartners to non-U.S.
subsidiaries upon a showing by the firm of the reasonableness
thereof pursuant to Section 330 of the Bankruptcy Code.

All requests of AlixPartners for payment of indemnity pursuant to
the parties' Engagement Letter will be made by means of an
application and will be subject to review by the Court to ensure
that payment of the indemnity conforms to the terms of the
Engagement Letter, and is reasonable based upon the circumstances
of the litigation or settlement in respect of which indemnity is
sought, provided that in no event will AlixPartners be indemnified
in the case of its own bad faith, self-dealing, breach of
fiduciary duty, gross negligence or willful misconduct.

The Court also ruled that AlixPartners will not be engaging any
independent contractors as part of its engagement with the
Debtors, any language regarding independent contractors in the
Engagement Letter is deemed deleted in its entirety.  To the
extent that AlixPartners wishes to retain independent contractors,
the firm will file a supplemental retention application.

Notwithstanding anything in the Engagement Letter to the contrary,
Judge Drain maintained that the retainer will not be an
"evergreen" retainer.  Rather, AlixPartners will apply any
remaining amounts of its prepetition retainer as a credit toward
postpetition fees and expenses, as the postpetition fees and
expenses become payable by the Debtors to AlixPartners.

As advisor, AlixPartners has agreed to:

  (a) assist the Debtors in developing a global operating plan
      and long term business plan, which will facilitate the
      development of potential cost reduction opportunities,
      management financial matrices, and key reporting matrices
      for the Debtors;

  (b) assist the Debtors in developing and implementing a global
      cash management system, processes and procedures that
      provide management visibility across operations;

  (c) advise the Debtors' senior management with respect to the
      negotiation and implementation of restructuring
      initiatives;

  (d) assist the Debtors in managing the "working group"
      professionals, who are assisting the Debtors in the
      reorganization process or who are working for the Debtors'
      various stakeholders to improve coordination of their
      effort and individual work product to be consistent with
      the Debtors' overall restructuring goals;

  (e) assist in obtaining and presenting information required by
      parties-in-interest in the Debtors' bankruptcy process,
      including official committees appointed by the Court and
      the Court itself;

  (f) assist the Debtors in other business and financial aspects
      of a Chapter 11 proceeding, including development of a
      disclosure statement and plan of reorganization;

  (g) assist in preparing for and filing a Bankruptcy Petition
      and coordinating and providing administrative support for
      the proceeding;

  (h) assist with the preparation of the statement of financial
      affairs, schedules and other regular reports required by
      the Court as well as providing assistance in areas as
      testimony before the Court on matters that are within
      AlixPartners' areas of expertise;

  (i) manage the claims and claims reconciliation processes;

  (j) assist in developing and implementing contingency plans
      outside of the United States of America; and

  (k) assist the Debtors with other matters as may be requested
      by management that fall within AlixPartners' expertise and
      are mutually agreeable.

The Debtors and AlixPartners agree that all of the services that
AlixPartners will provide to the Debtors will be (i) appropriately
directed by the Debtors so as to avoid duplicative efforts among
the other professionals retained in the cases, and (ii) performed
in accordance with applicable standards of the profession.

Thomas A. Williams, Chief Financial Officer and Senior Vice
President of The Reader's Digest Association, Inc., tells Judge
Drain that if AlixPartners finds it desirable to augment its
professional staff with independent contractors in the Debtors'
Chapter 11 cases:

  -- AlixPartners will file declarations disclosing the
     Independent Contractors' relationships, if any, with any
     parties-in-interest, and indicating that the Independent
     Contractor is disinterested;

  -- the Independent Contractor will remain disinterested during
     the time that it is involved in providing services on
     behalf of the Debtors; and

  -- the Independent Contractor will represent that he or she
     will not work for the Debtors or other parties-in-interest
     during the time AlixPartners is involved in providing
     services to the Debtors, except as an Independent
     Contractor of AlixPartners.

AlixPartners will charge the Debtors for an Independent
Contractor's services at the rate charged to AlixPartners by the
Independent Contractor.

Mr. Williams says AlixPartners' compensation arrangements under
the Engagement Letter -- hourly-based or performance-based
compensation, indemnification and reimbursement -- are consistent
with and typical of compensation arrangements entered into in
respect of similar services provided under similar circumstances
to companies undergoing restructuring.

                AlixPartners Files Declaration

In a supplemental declaration, Lawrence Young of AlixPartners,
updates and supplements his initial declaration to provide
additional information, modifications and clarifications.

The postpetition financial advisory services to be provided to the
Debtors by AlixPartners are generally of the same nature as the
financial advisory services provided to the Debtors prepetition,
Mr. Young says.  This is subject to the understanding, he notes,
that as the Debtors' Chapter 11 cases progress and evolve, then
AlixPartners' role will correspondingly adapt as necessary.

For avoidance of doubt, AlixPartners' prepetition role with the
Debtors was purely advisory in nature and did not include
assumption of any executive positions or any decision-making
roles, Mr. Young explains.  He adds that the financial,
restructuring or other advisory services to be provided by
AlixPartners in respect of the non-US, non-debtor subsidiaries of
the Debtors are generally directed toward enhancing the value that
the subsidiaries represent as assets within the Debtors'
bankruptcy estates.

Historically, Mr. Young discloses, the Debtors have funded their
non-US subsidiaries' financial advisory services, and the Debtors
and their non-US subsidiaries have an intertwined system of cash
management with the non-US subsidiaries' typically flowing funds
back to the Debtors.

In respect of AlixPartners' non-US billing rates, as set forth in
the Engagement Letter as well as any other similar payment
arrangements in the Application, the exchange rate conversion
provisions are clarified to provide that (i) exchange rate
conversions of non-US billing rates will be made using the
applicable exchange rate determined as of the final date of the
applicable billing period, and (ii) non-US billing rates, after
conversion to U.S. Dollars, may potentially exceed the U.S. rates
for the equivalent position, Mr. Young says.

The table in the Initial Declaration is replaced, in its entirety,
with this:

                                    (based on exchange rates
                                         as of 9/30/09)
                                   ---------------------------
Position                U.S.          U.K.         Europe
--------                ----          ----         ------
Managing Directors   $685 - $995   $835 - $987   $984 - $1,167
Directors            $510 - $685   $668 - $796   $766 -   $919
Vice Presidents      $395 - $505   $461 - $605   $612 -   $758
Associates           $260 - $365   $334 - $445   $459 -   $459
Analysts             $235 - $260   $222 - $246   $401 -   $401
Paraprofessionals    $180 - $200   $199 - $199   $306 -   $306

Mr. Young assures the Court that to the best of its knowledge,
AlixPartners knew of no fact or situation that would represent a
conflict of interest for AlixPartners with regard to the Debtors.

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

http://bankrupt.com/misc/RDA_AlixPartners_Declaration_100309.pdf

               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: Gets Nod to Assume Time Sublicense Agreement
-------------------------------------------------------------
The Reader's Digest Association, Inc., and its debtor affiliates
won approval from the Bankruptcy Court to assume the Approved
Sublicense Agreement between Direct Holdings U.S. and Direct
Holdings IP L.L.C., as amended by the Amendment and Limited Waiver
among Direct Holdings U.S., Direct Holdings IP L.L.C., Time Warner
Inc. and Time Inc., dated August 20, 2009.

Judge Drain also approved:

  (a) the terms of the Sublicense Amendment and its execution,
      delivery and performance by the Debtors;

  (b) the assumption under Section 365 of the Bankruptcy Code by
      the Debtors of the Sublicense Agreement, as amended; and

  (c) the cure of all prior defaults under the Sublicense
      Agreement, as amended, other than those expressly waived
      in Section 3(a) and the corresponding waivers in
      Section 3(d) of the Sublicense Amendment.

The automatic stay under Section 362 of the Bankruptcy Code is
modified solely to the extent necessary to permit the Time Parties
to exercise their termination rights arising after the date of
this Order under the Sublicense Agreement, as the rights are
amended by the Sublicense Amendment.  The Debtors are deemed to
have fully cured all defaults arising under the Sublicense
Agreement, as amended by the Sublicense Amendment, that are
required to be cured by Section 365(b)(1)(A) of the Bankruptcy
Code.

Direct Holdings IP, a non-debtor affiliate of Reader's Digest, and
the Time Parties are parties to a License Agreement, dated
December 31, 2003, as amended on March 1, 2005 and January 25,
2007, and further amended by an Amendment and Limited Waiver
entered into as of August 20, 2009, pursuant to which the Time
Parties license exclusively to the Licensee trademarks, trade
names and domain names related to the Time Life Business.

In connection with the License Agreement, the Licensee entered
into the Sublicense Agreement, dated December 31, 2003, with
Debtor Direct Holdings U.S., pursuant to which the Licensee
exclusively sublicenses its rights to the IP Assets to Direct
Holdings U.S.  Under the Sublicense Agreement, Direct Holdings
U.S., together with its Debtor subsidiaries, acts as the operating
company of the IP Assets and, among other things, uses, exhibits,
presents and advertises the IP Assets for the purpose of sale and
distribution of certain products in accordance with the terms of
the Sublicense Agreement.  The utilization of the IP Assets is an
important source of revenue for Direct Holdings U.S. and the
Debtors and its non-debtor affiliates overall.

In light of the importance of the IP Assets to the Debtors and
their non-debtor affiliates' operations, they conducted a
comprehensive analysis, and determined that a bankruptcy filing by
the Debtors could result in the termination of the License
Agreement and the Sublicense Agreement and the loss of the IP
Assets, and that even if termination were avoided, there was a
risk that the remaining term of the License Agreement could be
shortened from 14 to four years and that the Licensee could be
required to make changes to the design of the mark for the Time
Life Business following Direct Holdings U.S.'s emergence from
bankruptcy.

Direct Holdings U.S. and the Licensee initiated negotiations with
the Time Parties resulting to an amicable resolution and the
execution of the Sublicense Amendment, which clarifies and amends
certain terms of the Sublicense Agreement.  At the same time, the
Licensee and the Time Parties entered into an amendment to the
License Agreement, dated as of August 20, 2009.  The Amendments
resolve issues between the Parties that have arisen or may arise
in the future as a result of or in connection with Direct Holdings
U.S.'s bankruptcy filing.

Steven J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
LLP, in New York, contends that the Sublicense Amendment provides
a mechanism for Direct Holdings U.S. to retain its exclusive
license to the IP Assets following commencement of, and emergence
from, Chapter 11, without having to litigate complex issues that
have arisen or may arise in the future with respect to the "Change
of Control" provisions and termination rights stemming in the
License Agreement and Sublicense Agreement.

Specifically, the Sublicense Amendment provides for these material
amendments to the parties' rights and obligations in respect of
Direct Holdings U.S.'s utilization of the IP Assets:

  (a) the "Change of Control" definition has been modified so
      that a "Change of Control" will not occur, and therefore
      the Sublicense Agreement will not terminate, if certain
      named parties or shareholders cease to control Direct
      Holdings U.S. and the Time Life Business upon Direct
      Holdings U.S.'s emergence from bankruptcy, so long as
      certain specifically defined competitors of the Time
      Parties do not acquire control of the Company;

  (b) the Sublicense Agreement will remain in effect for an
      additional seven years, which is three years longer than
      it may have remained in effect without the amendment; and

  (c) Direct Holdings U.S. will not be required to change the
      design of the mark for the Time Life Business at any point
      during the remaining seven-year term of the Sublicense
      Agreement.

In addition, and in consideration of the favorable amendments to
Direct Holdings U.S.'s rights to the IP Assets, the Sublicense
Amendment requires:

  (a) modification of the automatic stay imposed by Section 362
      solely to the extent necessary to permit the Time Parties
      to exercise their termination rights under the Sublicense
      Agreement, as amended by the Sublicense Amendment; and

  (b) a $1,250,000 payment by Direct Holdings U.S. to Time Inc.,
      within 45 days following Direct Holdings U.S.'s emergence
      from Chapter 11.  In the event that the Emergence Payment
      is not made in full as agreed, the Time Parties will be
      entitled to terminate the Sublicense Agreement.

               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 Keep U.S. Foreign Bank Accounts
------------------------------------------------------------
The Reader's Digest Association, Inc., and its debtor affiliates
seek the Court's permission to continue to utilize certain foreign
bank accounts in the ordinary course of the Debtors' business.

On August 26, 2009, the Court granted the Debtors' request to
continue their existing cash management system on an interim
basis.

As previously disclosed, the Debtors' Cash Management System is
comprised of 106 bank accounts maintained at various banks
throughout the United States, Canada, the United Kingdom, Ireland
and the Netherlands.  Although not all, a vast majority of the
Bank Accounts are located in banks designated as authorized
depositories by the Office of the United States Trustee pursuant
to the U.S. Trustee's Operating Guidelines and Financial Reporting
Requirements.

The Debtors' Bank Accounts include a series of accounts held at
foreign banks:

  -- Canadian Operating Accounts, which the Debtors maintain at
     Bank of Montreal, National Bank of Canada and Royal Bank of
     Canada.  As of October 2, 2009, the accounts collectively
     hold approximately $370,000;

  -- ABN AMRO Accounts, which the Debtors maintain 11 accounts
     with the ABN AMRO Group.  As of October 2, 2009, there are
     only nominal amounts in the ABN AMRO accounts; and

  -- National Westminster Bank Account, which account the
     Debtors are actively working to close.

Given the substantial economic scale and geographic reach of the
Debtors' business operations and the relatively modest amounts in
the accounts, the Debtors ask the Court, through a supplement, for
authority to continue to utilize the Foreign Bank Accounts in the
ordinary course of business.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, asserts that it is critical that the Cash Management System
remain intact to ensure seamless customer experiences and
continued collection of revenues for the Debtors' bankruptcy
estates.  He points out that the continued use of the ABN AMRO
Accounts is critical as the Debtors' netting program reduces the
number of intercompany transactions and foreign exchange
transactions required to be entered into by the netting
participants, as well as the associated costs for those
transactions.

               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)


RITE AID: Moody's Assigns 'Caa2' Rating on $250 Mil. Notes
----------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Rite Aid
Corporation's proposed $250 million senior secured second lien
notes due 2019.  All other ratings including the company's Caa2
Corporate Family Rating, Caa2 Probability of Default Rating, and
SGL-3 Speculative Grade Liquidity rating were affirmed.  The
rating outlook remains stable.

The proceeds from the proposed $250 million term loan along with a
$175 million increase to its asset based revolving credit facility
and a $125 million increase to its tranche 4 first lien term loan
will be used to repay Rite Aid's accounts receivables
securitizations.

The Caa2 Corporate Family Rating reflects Rite Aid's very highly
leveraged capital structure -- debt/EBITDA is currently about 9.3
times.  Moody's believes this level of leverage is unsustainable
over the medium term at the company's current level of operating
performance.  The rating also considers that Rite Aid's operating
results remain weak and that it will likely be unable to continue
to generate its current level of free cash flow once its inventory
levels normalize and it begins increase its capital expenditures.
This will likely make it challenging for the company to
significantly reduce its heavy debt burden.  Positive ratings
consideration is given to the solid fundamentals of the
prescription drug industry, and Rite Aid's large revenue base.

The stable outlook reflects Moody's expectation that Rite Aid will
remain very highly leveraged with weak credit metrics over the
next eighteen months.  It also reflects Moody's opinion that Rite
Aid's liquidity will remain adequate.

This rating is assigned:

  -- $250 million senior secured second lien notes at Caa2 (LGD4,
     57%).

These ratings are affirmed and LGD point estimates changed:

  -- Corporate Family Rating at Caa2;

  -- Probability of Default rating at Caa2;

  -- First-lien bank facilities at B3 (LGD 2, 26%);

  -- First-lien senior secured notes at B3 (LGD 2, 26%);

  -- Second-lien secured notes at Caa2 (LGD 4, 57% from LGD 4,
     55%);

  -- Guaranteed senior notes to Caa3 (LGD 5, 80% from LGD 5, 79%);

  -- Senior notes and debentures to Ca (LGD 6, 95%);

  -- Speculative grade liquidity rating at SGL-3.

The last rating action on Rite Aid was on July 1, 2009 when its
Corporate Family Rating was affirmed at Caa2 and its outlook was
changed to stable from negative.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania, is
the third largest domestic drug store chain with about 4,900
stores in 31 states and the District of Columbia.  Revenues are
about $26 billion.


RITE AID: S&P Assigns 'B-' Rating on $250 Mil. Senior Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
issue rating and '3' recovery to Rite Aid's proposed $250 million
senior secured second lien note due 2019.  The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.  S&P also affirmed the issue
rating on the company's tranche 4 term loan due 2015 based on the
proposed $125 million add-on to this facility.  The recovery
rating on term loan tranche 4 remains at '1', indicating S&P's
expectation for very high (90%-100%) recovery in the event of a
payment default.  Concurrently, S&P affirmed the 'B-' corporate
credit rating, and the outlook is stable.  Proceeds from the add-
on to the tranche 4 term loan and second lien notes will be used
to repay and cancel borrowings under the company's accounts
receivable securitization facilities due Sept 2010.

"The ratings reflect the challenges Harrisburg, Pa.-based Rite Aid
Corp. faces in improving both the operating performance of the
1,800 acquired Eckerd stores and overall operations amid intense
industry competition," said Standard & Poor's credit analyst Ana
Lai.  They also reflect the company's significant debt burden and
thin cash flow protection.  Progress in turning around the
operating performance at the acquired Eckerd stores has been
slower than expected.  In addition, a weakening U.S. economy is
dampening demand for prescriptions and front-end merchandise at
the core Rite Aid stores.  Still, Rite Aid's operating performance
remains adequate.  Comparable store sales decreased 1.1% in the
quarter ended Aug. 29, 2009.  Pharmacy comparables increased 0.8%
while front-end comparables decreased 4.9% in the quarter.  S&P
believes management cost-saving and merchandising initiatives
should result in relatively stable EBITDA despite some sales
pressure.   Further, S&P expects Rite Aid's initiatives to lower
capital spending, reduce working capital, and cut costs, to result
in positive free cash flow in fiscal 2009.


RONSON CORP: Has $11.1 Mil. Deal to Sell Consumer Products Units
----------------------------------------------------------------
Ronson Corporation and its wholly owned subsidiaries, Ronson
Consumer Products Corporation and Ronson Corporation of Canada
Ltd., on October 8, 2009, entered into an Asset Purchase Agreement
with Zippo Manufacturing Company and its wholly owned subsidiary,
Nosnor, Inc., for the sale to Zippo of substantially all of the
assets of the Company's consumer products business (other than
certain excluded assets including cash and cash equivalents).

The Asset Purchase Agreement provides for a purchase price of
$11.1 million in cash (less certain credits to which the
Purchasers will be entitled at closing and subject to certain
post-closing adjustments).  A portion of the purchase price in the
amount of $1.1 million will be held in escrow for a period of 12
months after closing to secure any indemnification claims against
the Company.  Also, a portion of the purchase price in an amount
to be determined prior to closing (but which may be in an amount
up to $250,000) may be held in escrow to be used as a funding
source for the Company's environmental compliance obligations
under applicable New Jersey law.

The consummation of the transaction is subject to the satisfaction
of certain closing conditions, including, among other things,
Zippo's satisfactory completion of environmental due diligence,
the Company's receipt of the approval of its shareholders, all
necessary third party consents and all approvals that may be
required from the New Jersey Department of Environmental
Protection prior to consummation of the transaction as well as
other customary closing conditions.

Closing is expected to occur in the fourth quarter of this year.

                     Wells Fargo Forbearance

On March 30, 2009, the Company and its wholly owned subsidiaries
entered into a forbearance agreement with their principal lender,
Wells Fargo Bank, National Association, under which, as
subsequently amended, Wells Fargo has agreed not to assert
existing events of default under the Company's credit facilities
with Wells Fargo through November 30, 2009, or such earlier date
determined under the forbearance agreement.  As reported by the
Troubled Company Reporter on August 12, the forbearance period may
terminate earlier if, among other events, prior to September 30,
2009, the Company is not party to definitive asset sale
agreements, without financing contingencies, covering its consumer
products and aviation divisions, respectively.

During the forbearance period, Wells Fargo will make available to
the domestic borrowers an overadvance facility in the amount of up
to $1,000,000 to supplement the Company's credit line, the maximum
amount of which has been adjusted to $3.0 million.  During the
forbearance period, the Company will continue to be obligated for
interest at the default rate under the credit and term loan
facilities with Wells Fargo, except for interest on overadvances
that accrue at the bank's prime rate plus 8% per annum, in
addition to a forbearance fee in the amount of $500,000 which will
be charged as an advance under the credit line upon the earlier of
the end of the forbearance period or repayment of all amounts owed
to Wells Fargo.

                     Sale of Ronson Aviation

On May 15, 2009, the Company entered into an agreement to sell
substantially all of the assets of Ronson Aviation, Inc., its
wholly owned subsidiary engaged as a fixed-base operator at
Trenton-Mercer Airport.  Ronson Aviation provides aircraft fueling
and servicing, avionics sales, aircraft repairs and maintenance,
hangar and office leasing and related services.  The Company
procured purchasers so as to maximize the value of Ronson
Aviation, permit it to satisfy outstanding indebtedness, including
to Wells Fargo, and provide working capital to the Company.  The
Company's objective is to consummate a transaction prior to the
end of 2009, subject to obtaining shareholder approval and meeting
other conditions contained in the purchase agreement.

               Sale of Consumer Products Division

On August 12, 2009, the Company announced that it has entered into
a non-binding letter of intent with Zippo Manufacturing Company
for the acquisition of the Company's consumer products division.
The consummation of the transaction is subject, among other
things, to negotiation of definitive documentation, satisfactory
completion by Zippo of its due diligence review of the consumer
products division, final approval by the parties' boards of
directors and approval by the Company's shareholders, receipt of
required third-party consents and various other customary
conditions.

As reported by the Troubled Company Reporter, Ronson was served
with a lawsuit in the United States District Court for the Western
District of Pennsylvania by Zippo regarding the Company's
execution of a non-binding letter of intent to sell substantially
all of the assets of its consumer products division.  Zippo claims
that the Company breached alleged obligations to Zippo by
accepting the bid of a European purchaser in lieu of Zippo's bid,
and seeks to enjoin the Company from negotiating the sale of its
consumer products division with any party other than Zippo.
Following the filing of Zippo's suit, the prospective purchaser
with whom the Company has been in discussions has withdrawn its
proposal.

On August 12, Ronson said the lawsuit was dismissed without
prejudice by Zippo, and the Company entered into a non-binding
letter of intent with Zippo for the acquisition of the consumer
products division.

Most recently, the European purchaser has demanded amounts
aggregating $200,000 to cover its legal fees and expenses
associated with its participation in the sale process.

                      Cost-Cutting Measures

The Company has taken steps to reduce its costs and expenses.
Certain salaries to officers and fees to directors were reduced.
The Company's officers accepted reductions in management incentive
compensation totaling $79,000 related to operating results in 2007
that had been due to be paid in 2008 and $44,000 in management
incentive compensation related to operating results in 2008.  In
the first half of 2009, the Company reduced its workforce by about
15 persons, or 17% of the Company's staff.  The Company reduced
the health benefits provided to its employees, and deferred the
payment of the Company's contribution to its defined contribution
pension plan.  In addition, certain employees have temporarily
assumed payment of costs of Company vehicles and costs of life and
other insurance.  All payments to directors of the Company,
including officers who are directors, have been deferred.  The
Company continues to review its costs for additional reductions.

Pending consummation of a liquidity transaction, the Company will
continue to effect cost reductions and seek sources of financing,
without which the Company will not be able to fund current
operations beyond the forbearance period.  The Company does not
have a commitment from Wells Fargo to extend the forbearance
period beyond its current duration.  In the event of acceleration
of its indebtedness to Wells Fargo and its outstanding mortgage
loans as a result of existing defaults, the Company would not have
sufficient cash resources to pay such amounts.  There can be no
assurance that the Company will be able to obtain an extension of
its arrangements with Wells Fargo, arrange additional financing or
complete its divestiture plans within its anticipated time frame.

The Company has said its losses and difficulty in generating
sufficient cash flow to meet its obligations and sustain its
operations, as well as existing events of default under its credit
facilities and mortgage loans, raise substantial doubt about its
ability to continue as a going concern.

In March 2009, the Company retained Joel Getzler of Getzler
Henrich as Chief Restructuring Officer, with responsibility for
operations, finance, accounting and related administrative issues,
subject to the authority and reporting to the Company's Board of
Directors.  Getzler Henrich is a corporate turnaround and
restructuring firm which, in addition to its operational
restructuring focus, is experienced in restructuring,
lender/credit relationship management and financing.

As of June 30, 2009, the Company had $16,106,000 in total assets;
and total current liabilities of $12,451,000, long-term debt of
$13,000, other long-term liabilities of $1,937,000, other long-
term liabilities of discontinued operations of $3,553,000;
resulting in stockholders' deficiency of $1,848,000.

The operations of Somerset, New Jersey-based Ronson Corporation
(Pink Sheets: RONC) -- http://www.ronsoncorp.com/-- include its
wholly-owned subsidiaries: 1) Ronson Consumer Products Corporation
in Woodbridge, New Jersey, 2) Ronson Corporation of Canada Ltd.,
and 3) Ronson Aviation, Inc.


S&K FAMOUS BRANDS: Streambank Selected to Market IP Assets
----------------------------------------------------------
Streambank, LLC, an advisory firm specializing in intangible
assets, has been retained to undertake the marketing and sales
efforts for the intellectual asset portfolio of S&K Menswear.  The
Richmond, Virginia-based men's clothing retailer filed a voluntary
Chapter 11 bankruptcy petition in February and subsequently closed
its remaining stores.

The company has signed an agreement to sell its trademarks, URLs,
private label brands, data files and gift card liabilities to The
Buxbaum Group for $165,000.  The Buxbaum offer is subject to
higher and better bids and bankruptcy court approval. S&K has
filed a motion with the bankruptcy court seeking approval of the
Buxbaum bid and sale procedures setting a bid deadline of November
6, 2009, and an auction date of November 10, 2009.

The assets for sale include trademarks, website content and
addresses and a database containing customer contact information.
The trademarks include the store name S&K Menswear, as well as
house brands Roberto Villinni, Kilburne & Finch, and Daniel Gray.
S&K's house brands accounted for 44% of the company's sales in its
last full year of operation. In addition, the company's database
of more than 2.5 million customers is included in the sale and is
subject to bankruptcy court approval.  The customer list was
created through internet and in-store sales.

"Suits and shirts bearing these brands are being worn to work and
to special events every day in America, and are a constant
reminder to their owners of the quality and craftsmanship
available at S&K," said Margaret Birlem of Streambank.  "We're
confident that the new owners of these brands will be able to turn
their recognition into instant customer loyalty."

                    About Streambank

Streambank -- http://www.streambankllc.com/-- is an advisory
firm, specializing in the valuation, marketing, and sales of
intangible assets for businesses at all stages.  Streambank
identifies, preserves, and extracts value for clients through the
application of experience, diligence and creativity.  The firm's
experience spans a broad range of industries including apparel,
automotive, consumer products, food, manufacturing, medical
technologies, retail and textiles. Streambank's recent client
engagements include Goody's Family Clothing, Circuit City Stores,
and KB Toys.  Streambank provides sound advice on value
maximization strategies and liquidity options. Streambank is
headquartered in Needham, MA.

                     About S & K Famous Brands

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.

S&K was founded in 1967.  The retail chain offered suits,
sportswear and related accessories, including premier labels such
as Jones New York, Lauren by Ralph Lauren, Oscar de la Renta,
Michael Kors, Sean Jean and Bostonian.  S&K also operated tuxedo
rental and corporate uniform businesses. T he company offered the
cutting edge of emerging men's fashions while maintaining prices
that fit the budget of the value-conscious consumer.  At its peak,
S&K operated more than 230 stores in 27 states in the eastern US.

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.


SALEM COMMUNICATIONS: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B-' corporate
credit rating on Camarillo, California-based radio broadcasting
company Salem Communications Corp. The rating remains on
CreditWatch with negative implications, where S&P initially placed
it June 16, 2009.

"The continued CreditWatch listing reflects uncertainty
surrounding the company's timing and strategy with regard to
refinancing its debt maturities in 2010," noted Standard & Poor's
credit analyst Michael Altberg.  "We believe that any potential
refinancing could carry a significant increase in interest
expense, which, together with S&P's expectation of continued
EBITDA declines, would weaken credit metrics.  A debt exchange
that is not in line with the rated issues' original terms may
represent a selective default, in S&P's view."

The company's senior secured facilities consist of a $75 million
term loan B ($71.2 million outstanding as of June 30, 2009)
maturing March 10, 2010, and a $165 million term loan C
($160 million outstanding) maturing June 30, 2012, or six months
prior to the maturity of any subordinated debt.  Salem's
$90.6 million 7.75% senior subordinated holding-company notes
mature on Dec. 15, 2010, and, as a result, the term loan C will be
due on June 15, 2010.  For this reason, S&P expects that the
company will need to refinance its entire capital structure over
the very near term or come to an agreement with bondholders to
extend the maturity on its subordinated debt.  If Salem's
negotiations with bondholders result in a meaningful increase in
coupon payments in connection with a maturity extension, the
company's margin of compliance with its interest coverage covenant
in its bank credit agreement could narrow.

Lease-adjusted debt to EBITDA at June 30, 2009, was high at 6.4x,
but this metric was down from 6.8x for the 12 months ended
June 30, 2008.  EBITDA coverage of interest was about 2.3x as of
June 30, 2009, providing some flexibility against interest expense
increases that S&P believes will accompany any potential
refinancing or debt exchange transaction.  Salem converted a
healthy 61.8% of EBITDA to discretionary cash flow for the 12
months ended June 30, 2009, up from a conversion of 50% in 2008,
partly due to reduced capital spending.  S&P expects the company
to generate satisfactory discretionary cash flow; however,
discretionary cash flow could decline due to increased interest
costs following a refinancing.

In resolving the CreditWatch listing, S&P will continue to monitor
management's plans to address 2010 maturities.  S&P could lower
the rating in the immediate term if the company has not
articulated a plan for its refinancing needs.  S&P would assess
the impact of any refinancing transaction on credit metrics, with
a focus on liquidity and interest coverage, as well as the
company's ongoing cushion of covenant compliance under its
existing credit agreement or a potential new one.


SALTY'S MANUFACTURING: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
According to Bloomberg News, Salty's Manufacturing Ltd. filed for
bankruptcy protection on October 19 (Bankr. D. Del. Case No. 09-
13563).  The petition says the Company has assets and liabilities
each of between $500 million and $1 billion.


SAMSONITE STORES: Plan Hearing Adjourned to November 3
------------------------------------------------------
Samsonite Company Stores LLC will seek approval of a Chapter 11
plan and explanatory disclosure statement explaining its proposed
Chapter 11 plan on November 3.

Birch Run Outlets II, LLC, Coral Isle Factory Shops Limited
Partnership, and other landlords to store leases of the Debtor
filed an objection to the Plan.  They said that administrative
expenses -- on account of postpetition rent -- should be paid on
the later of the effective date of the Plan and if a claim is
disputed, when it is allowed.  The Plan, it pointed out, does not
say when administrative expenses are to be paid.

Samsonite filed a proposed Chapter 11 plan of reorganization
together with its bankruptcy petition.  According to the
disclosure statement attached to the Plan, all creditors and
interest holders are unimpaired under the Plan.  In other words
they will recover 100% of their claims or interests.

Because all classes of claims and interests are unimpaired, the
Debtors will not be soliciting votes on the Plan, as these
stakeholders are "deemed to accept" the plan pursuant to 11 U.S.C.
Sec. 1126(f).

Secured claims and equity interests will be unaltered upon the
Company's emergence from bankruptcy.  Unsecured creditors and
other claimants will receive cash in an amount equal to their
allowed claims.

The Debtor notes that claims in connection with certain real
property leases that the Debtor rejects in the Chapter 11 case or
pursuant to the Plan will be, however, capped by operation of the
Bankruptcy code.  The Debtor intends to reject up to 84 of its 173
store leases.

The plan will be funded from the Debtor's existing cash balances
and their parent, Samsonite LLC.

A full-text copy of the amended disclosure statement is available
for free at http://ResearchArchives.com/t/s?46c6

A full-text copy of the amended Chapter 11 plan is available for
free at http://ResearchArchives.com/t/s?46c7

A full-text copy of the blacklined amended disclosure statement is
available for free at http://ResearchArchives.com/t/s?46c8

A full-text copy of the blacklined amended plan is available for
free at http://ResearchArchives.com/t/s?46c9

                  About Samsonite Company Stores

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31,2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  The case has been assigned to
Judge Peter J. Walsh.

Ashby & Geddes, P.A, is Delaware counsel to the Creditors
Committee. BDO Seidman LLP is the financial advisor to the
Committee. Cooly Godward Kronish LLP is lead counsel to the
Committee.


SAMSONITE STORES: Gets More Time to File Schedules and Statements
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware granted Samsonite Company Stores LLC a 75-day
extension of its deadline to file schedules of assets and
liabilities, and statements of financial affairs.

Samsonite Corp. is the worldwide leader in superior travel bags,
luggage and accessories, combining notable style with the latest
design technology and the utmost attention to quality and
durability. In 2006 and 2007, the Company had sales of
$1.1 billion and $1.2 billion, respectively.

Offering superior travel bags, luggage and accessories, under the
Samsonite, Samsonite Black Label, and American Tourister brands,
Samsonite Company Stores LLC operates full-price and outlet stores
in 38 states across the U.S.  The Company is a wholly-owned
subsidiary of Samsonite Corporation.

As of July 31, 2009, Company Stores leased 173 retail stores in
the United States located in 38 states. It employs approximately
650 people and had sales of $112 million and $108.1 million in
2007 and 2008, respectively.  As of July 31,2009, it had
$233 million in total assets and $1.5 billion in total
liabilities.

Samsonite Company Stores filed for Chapter 11 on September 2, 2009
(Bankr. D. Del. Case No. 09-13102).  Attorneys at Young Conaway
Stargat & Taylor LLP and Paul, Wess, Rifkin, Wharton & Garrison
LLP serve as bankruptcy counsel to the Debtor.  Hilco Merchant
Resources LLC is liquidation agent.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  The case has been assigned to


SAMUEL CANO: Voluntary Chapter 11 Case Summary
----------------------------------------------
Joint Debtors: Samuel Cano
               Maria Elena Cano
               2817 West Sunrise Drive
               Laveen, AZ 85339

Bankruptcy Case No.: 09-26056

Chapter 11 Petition Date: October 15, 2009

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

Judge: George B. Nielsen Jr.

Debtors' Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.com

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

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

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

The petition was signed by the Joint Debtors.


SANMINA-SCI CORP: Note Redemption Won't Affect S&P's 'B-' Rating
----------------------------------------------------------------
On Oct. 15, 2009, Sanmina-SCI Corp. (B-/Stable/--) called for the
redemption all of the $175.7 million outstanding of its senior
floating rate notes due 2010 on October 15.

Standard & Poor's Ratings Services said that the announcement
would not affect its corporate credit rating on the company.  The
redemption moderately deleverages the company, but the lower cash
balances reduces the company's financial flexibility by a
comparable amount.  Sanmina-SCI's pro forma leverage for the June
quarter annualized was 8.7x, while its pro forma leverage for the
four quarters through June 2009 was 7.9x.  The company's pro forma
cash balance at June 30, 2009, was $702 million, and the company
generated moderate amounts of free cash flows in the March and
June quarters.


SEMGROUP LP: Int'l Bank Sues Lenders to Reclassify Claims
---------------------------------------------------------
International Bank of Commerce and National City Bank filed a
complaint for declaratory judgment against:

  (i) ABN AMRO Bank, N.V.; Bank of Montreal; The Bank of Nova
      Scotia; Bank of Oklahoma, N.A.; BNP Paribas, Calyon New
      York Branch; Calyon; Citibank N.A.; Fortis Capital Corp.;
      Fortis Bank SA/NV; Merrill Lynch Commodities, Inc.; Union
      Bank, National Association; U.S. Bank National
      Association; as lenders under an Amended and Restated
      Credit Agreement dated October 18, 2005, among SemCrude,
      L.P.; SemCams Midstream Company; SemGroup, L.P.; and
      SemOperating G.P.; and

(ii) Bank of America, N.A., as administrative agent and letter
      of credit issuer under the Credit Agreement.

International Bank and National City are also lenders under the
Credit Agreement.  Pursuant to certain guaranties dated March 16,
2005, certain of the Debtors not directly party to the Credit
Agreement agreed to guarantee, absolutely and unconditionally,
the payment of all obligations due to the Lenders under the
Credit Agreement and other "Loan Documents."  The obligations of
the Debtors under the Credit Agreement and Guaranties were, and
remain, secured by security interests and other liens encumbering
substantially all of the Debtors' property by virtue of various
security agreements executed by certain of the Debtors in favor
of BofA on behalf of the Lenders under the Credit Agreement.

The Credit Agreement contemplates that Lenders or Affiliates of
Lenders may become party to certain "Swap Contracts" with one or
more of the Debtors.  For a Swap Lender to possess a Lender Swap
Obligation, it must, at a minimum, (i) be party to a Swap
Contract that was permissible under the Credit Agreement and (ii)
have provided due and timely notice of the Swap Contract
obligations to BofA.  The Disclosure Statement accompanying the
Debtors' Fourth Amended Joint Plan of Reorganization acknowledges
the conclusions of Louis J. Freeh, Esq., the appointed examiner
of the Chapter 11 cases of the Debtors, and admits that
SemGroup's trading activities included speculative transactions,
and that those trading activities involved transactions that did
not adhere to SemGroup's risk management policy and the Credit
Agreement.

James E. Huggett, Esq., at Margolis Edelstein, Esq., in
Wilmington, Delaware, points out that the Lenders failed to
provide proper notice to BofA of the applicable Swap Contract
transactions, as they either (i) provided no notice whatsoever,
(ii) provided notice in a manner not contemplated by the Credit
Agreement, or (iii) provided tardy notice.  In this light, he
argues that the Swap Claims of the Lenders are not secured by the
Liens.  Moreover, since the Swap Claims of the Lenders are
neither Lender Swap Obligations nor other obligations under the
Loan Documents, they are not accommodated by the Guaranties, he
argues.  Thus, the only Debtors liable for those Swap Claims are
Debtors who were counterparties under the subject Swap Contracts,
he points out.  International Bank and National City further
object to all of the Swap Claims asserted by the Lenders in the
Debtors' Chapter 11 cases, which objections constitute a dispute
under the Plan with respect to those Swap Claims.

Accordingly, International Bank and National City ask the Court
to:

  (i) declare that all claims of the Lenders, arising from
      Swap Contracts are not secured by any interest in property
      held by any of the Debtors;

(ii) disallow all claims of the Lenders in the Debtors' Chapter
      11 cases to the extent that they assert secured claims
      arising from Swap Contracts;

(iii) declare that the Guaranties do not provide any
      accommodation for the Swap Claims of the Lenders; and

(iv) disallow all claims of the Lenders against any
      Debtor that is not a counterparty to the applicable Swap
      Contracts.

As to BofA as administrative agent, International Bank and
National City ask to Court to enter judgment:

  (i) declaring that any Liens held by BofA do not secure any
      of the Swap Claims of the Lenders; and

(ii) declaring that any Guaranties held by BofA do not provide
      any accommodation for the Swap Claims of the Lenders.

                        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: Reaches Deal With Special Energy to Resolve Suit
-------------------------------------------------------------
Special Energy Corporation commenced an action against Debtor
SemCrude, L.P., seeking repayment of $5,226,371, which non-party
ScissorTail Energy LLC had wired to SemCrude's Operating Account
in July 2008.

In May 2007, SemCrude and Special Energy were parties to a
Production Payment Conveyance, a Purchase and Sale Agreement, and
a Production and Delivery Agreement, whereby SemCrude loaned
$5,000,000 to Special Energy and Special Energy granted SemCrude
an interest in specified oil and gas wells.  As of May 31, 2009,
the March 2007 Production Payment loan had an outstanding balance
of $427,590.

In July 2008, SemCrude and Special are parties to a Production
Payment Conveyance, a Purchase and Sale Agreement, and a
Production and Delivery Agreement, whereby SemCrude loaned
$5,000,000 to Special Energy and in return Special Energy granted
SemCrude an interest in specified oil and gas wells.  Since
February 23, 2009, Special Energy has been repaying the July 2008
Production Payment into a segregated account, which has a balance
as of September 25, 2009, in $935,866.  As of May 31, 2009, the
July 2008 Production Payment had an outstanding balance of
$4,508,739.  Under the July 2008 Purchase and Sale Agreement,
SemCrude agreed to loan an additional $5,000,000 to Special
Exploration Co., Inc., on September 1, 2008; however, SemCrude
never made the September 2008 Production Payment due to its
bankruptcy.

Debtor SemGas, L.P., and Special Energy are parties to an Amended
and Restated Gas Purchase, Gathering, and Processing Agreement
dated November 1, 2008, whereby Special Energy dedicated to
SemGas all gas produced from specified lands for SemGas to
purchase, gather, and cause to be processed.

To resolve the parties' dispute in the Adversary Proceeding and
other outstanding issues with respect to their prepetition
obligations, the Debtors and Special Energy entered into the
Settlement Agreement.  The salient terms of the Settlement
Agreement are:

(a) After the effective date of the Settlement Agreement,
     Special Energy will authorize the Debtors to file a
     stipulation of voluntary dismissal as to all defendants in
     the Adversary Proceeding pursuant to Rule 41(a)(1)(A)(ii)
     of the Federal Rules of Civil Procedure.  Special Energy
     also agreed to fully release the Debtors from all its
     claims arising from the Adversary Proceeding.

(b) SemCrude will make a critical vendor payment of $3,200,000
     to Special Exploration as repayment for a portion of the
     ScissorTail Payment.

(c) SemCrude will not be obligated to make the $5,000,000
     September 2008 Production Payment to Special Exploration
     under the July 2008 Purchase and Sale Agreement.  Special
     Energy also agrees to waive any claim it may have now or in
     the future to seek payment from SemCrude of the $5,000,000
     or any portion of it.

(d) SemCrude will credit $172,878 of the ScissorTail Payment
     towards the amount Special Exploration owes SemCrude to
     repay the March 2007 Production Payment.  In addition,
     SemCrude will credit $872,959 of the ScissorTail Payment
     towards Special's repayment of the March 2007 Production
     Payment and the July 2008 Production Payment.  Of the
     $872,959 credit, $254,712 will be credited towards
     Special Energy's full repayment of the March 2007
     Production Payment bringing the balance to zero and
     $618,246 will be credited towards Special Energy's
     repayment of the July 2008 Production Payment, bringing the
     balance to $3,890,493.

(e) Special Energy has agreed to pay SemCrude 75% of the net
     revenue interest Special Energy earns, and has earned from
     May 31, 2009, through its ownership interest in the twenty-
     five wells used to repay the July 2008 production payment
     until SemCrude receives $2,909,959 as repayment for the
     July 2008 Production Payment.  At the same time that
     SemCrude pays $3,200,000 to Special Exploration, Special
     Energy will pay SemCrude for production Special Energy sold
     from June, July, and August 2009.  After SemCrude has
     received $2,909,959, SemCrude will credit the remaining
     $980,534 owed on the July 2008 Production Payment, bringing
     the balance of the July 2008 Production Payment to zero.
     SemCrude will then release all mortgages filed against the
     wells securing the July 2008 Production Payment and will
     instruct all purchasers of oil and gas from these wells to
     remove SemCrude from the pay deck.

(f) The parties agree to mutual releases with respect to any
     claims arising from the March 2007 Production Payment
     Agreements, the July 2008 Production Payment Agreements,
     and the Gas Gathering Agreement.

The Debtors ask the Court to approve the Settlement Agreement
they entered with Special Energy.

The Debtors assure the Court that the Settlement Agreement
eliminates the risk attendant to litigation of the Adversary
Proceeding and resolves the outstanding disputes regarding
prepetition obligations related to the parties' complex business
relationship.

The Court will consider the Debtors' request on October 26, 2009.
Objections are due October 19.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Seeks Turnover of Funds in Plains Marketing Suit
-------------------------------------------------------------
Debtors SemCrude, L.P., and Eaglwing, L.P., filed with the Court
a motion for turnover of tendered funds in the action commenced
by Plains Marketing, L.P., against Bank of America, N.A., et al.
Similarly, Plains Marketing filed a motion to approve payments in
the Debtors' Chapter 11 cases.

Judge Shannon entered an order on October 5, 2009, in Plains
Marketing's adversary proceeding, directing Plains Marketing to
turn over $2,484,019 to the Debtors without prejudice to:

   (i) Plains Marketing's claims against the Debtors for
       recoupment, setoff, indemnity, breach of warranty,
       attorneys' fees and other expenses pursuant to Crude
       Purchase Agreements between the Debtors and Plains
       Marketing or under Section 503(b)(9) of the Bankruptcy
       Code; and

  (ii) the defense of the Debtors or any party-in-interest in
       these Chapter 11 cases to Plains Marketing's claims.

The Funds will be deposited by the Debtors in an interest bearing
account to be held by the Debtors, subject to further order of
the Court.  In consideration for remitting the Funds to the
Debtors, Plains Marketing will be released from all claims with
respect to the Funds and for any accrual of interest on the sum
remitted.

                        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)


SIMMONS CO: Discloses Estimated Recoveries Under Prepack Plan
-------------------------------------------------------------
Simmons Bedding Co. and its parent Simmons Co. disclosed the
details of a prepackaged reorganization plan showing potential
creditor recoveries.

According to the disclosure statement included in the pre-
bankruptcy solicitation package sent to debtholders, holders of
$298,775,125 in 10% senior discounted notes issued by the holding
company will recover 3.7% to 5.6% by splitting $10 million to $15
million cash.  They also have the right to trade cash for
ownership of Class A common stock.

Holders of $221 million in 7.875% senior subordinated notes due
2014 issued by SBC, the operating company, will divide $185
million to $190 million cash for a recovery of 83.4% to 85.7%.

Trade creditors and other unsecured creditors with $56.7 million
in claims are to be paid in full.  Lenders owed $542 million for
borrowings made to SBC and secured by first priority liens on the
assets, will also be paid in full in cash.

Holders of equity interests in SBC and Holdco won't receive
anything.  Holders of equity interests in Bedding Holdco
Incorporated will not receive distributions on account of their
equity interests, but will obtain recovery on account of their
ownership of Holdco Note Claims.

Creditors will receive the high end of their projected recovery if
restructuring expenses by Simmons won't exceed $38 million.

Ares Management LLC and Ontario Teachers' Pension Plan, the
sponsors of the plan, will acquire Simmons in return for a
$310 million equity investment and $425 million in exit financing.

Simmons is soliciting votes from senior bank lenders, holders of
its 7.875% senior subordinated notes, and holders of Simmons' 10%
discount notes. The consent solicitation will expire on November
12, 2009, unless extended. The disclosure statement assumes a
Chapter 11 filing Nov. 15.

As disclosed on September 25, a significant majority of
noteholders of Simmons and Simmons Bedding have already agreed to
support the Plan, including 75.4% of the holders of the senior
subordinated notes and 72.6% of the holders of the discount notes.

In connection with the plan, Simmons Bedding also has arranged for
a $35 million debtor in possession revolving credit facility with
certain lenders, pursuant to which Deutsche Bank Trust Company
Americas will act as the administrative agent and collateral agent
and Deutsche Bank Securities Inc. will act as the sole book runner
and lead arranger.

A copy of the Disclosure Statement, which was filed with the
Securities and Exchange Commission, is available for free at:

          http://researcharchives.com/t/s?4728

A copy of the Plan Sponsor Agreement is available for free at:

          http://researcharchives.com/t/s?45a6

                       About Simmons Company

Simmons Company -- http://www.simmons.com/-- is one of the top
three US mattress makers alongside rivals Sealy and Serta.

Simmons Bedding Company is the indirect subsidiary of Simmons
Company.  Simmons Bedding manufactures and markets a broad range
of products including Beautyrest(R), Beautyrest Black(R),
Beautyrest Studio(TM), ComforPedic by Simmons(TM), ComforPedic
Loft(TM), Natural Care(R), Beautyrest Beginnings(TM) and
BeautySleep(R).  Simmons Bedding operates 19 conventional bedding
manufacturing facilities and two juvenile bedding manufacturing
facilities across the United States, Canada and Puerto Rico.
Simmons Bedding also serves as a key supplier of beds to many of
the world's leading hotel groups and resort properties.  Simmons
Bedding is committed to developing superior mattresses and
promoting a higher quality sleep for consumers around the world.

As of June 27, 2009, Simmons Co. had $895.9 million in total
assets and $1.26 billion in total liabilities, resulting in
stockholder's deficit of $367.5 million.

Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.


SIX WIVES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Six Wives, LLC
        10421 Fern Hill Drive
        Riverview, FL 33578

Case No.: 09-23344

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Middle District of Florida

Debtor's Counsel: Richard J. McIntyre, Esq.
            McIntyre, Panzarella, Thanasides & Eleff
            6943 East Fowler Avenue
            Temple Terrace, FL 33617
            Tel: (813) 899-6059
            Fax: (813) 899-6069
            Email: rich@mcintyrefirm.com

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

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

According to the schedules, the Company has assets of $12,032,062,
and total debts of $7,206,220.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                       Nature of Claim        Claim Amount
  ------                       ---------------        ------------
20th Century Fox Film Corp.    Contract               Unknown
Attn: Legal Dept
PO Box 900
Beverly Hills, CA 90213

Andie MacDowell                Contract               Unknown
Greenburg, Glusker, et al
1900 Ave of the Stars
Ste 2100
Los Angeles, CA 90067

Barbara Barrie                 Contract               Unknown
Brian Davidson
Innovative Artists
235 Park Ave South
New York, NY 10003

Brillstein Entertainment       Contract               Unknown
9150 Wilshire Blvd, Suite350
Beverly Hills, CA 90212

Chris Klein                    Contract               Unknown
A.J. Brandenstein, Esq.
Sloane, Offer, Weber & Dern
9601 Wilshire Blvd., Suite500
Beverly Hills, CA 90210

Clifford Chance Firm                                  $45,000
c/o Steve Cottueau
2001 K Street NW
Washington, DC 20006

Elisha Cuthbert                Contract               Unknown
Lawrence Kelly Productions
The Gersh Agency
232 N Canon Dr
Beverly Hills, CA 90212

Eric Christian Olsen           Contract               Unknown
Michael Schenkman, Esq.
Bloom Hergott, et al
150 S Rodeo Dr, 3rd Floor
Beverly Hills, CA 90212

Film Finances, Inc.                                   Unknown
9000 Sunset Blvd, Suite 1400                          (Unknown
West Hollywood, CA 90069                              secured)

Fintage Collection Acct Mgmt                          Unknown
Sandra Valentijn, Acct Mgr
Stationsweg 32
2312 AV Leiden
The Netherlands

Harrison Kordestani            Contract               Unknown
c/o Outsource Media Group
100 Wilshire Blvd, Suite950
Santa Monica, CA 90401

Holly Wlersma                  Contract               Unknown
8228 W Sunset Blvd
Los Angeles, CA 90046-2414

Howard Michael Gould           Contract               Unknown
c/o Outsource Media Group
100 S Wilshire Blvd, Suite 950
Santa Monica, CA 90401

Jenna Dewan                    Contract               Unknown
David Feldman, Esq.
Bloom Hergott, et al
150 S Rodeo Dr, 3rd Floor
Beverly Hills, CA 90121

Jenna Elfman                   Contract               Unknown
Jonathan West, Esq.
O'Melveny & Myers
1999 Avenue of the Stars
Los Angeles, CA 90067

John Flynn                                            Unknown
2727 Cardwell Place
Los Angeles, CA 90046

Lance Ringhaver                Loan                   $2,300,000
10421 Fern Hill Dr
Riverview, FL 33578

Larry Miller                   Contract               Unknown
Attn: Karen Olan
c/o Bernstein, Fox and Co.
2029 Century Park East #500
Los Angeles, CA 90067

Lindsay Sloane                                        Unknown
Daisy Wu
Endeavor Agency
9601 Wilshire Blvd, 3rd Flr
Beverly Hills, CA 90210

Tim Allen                      Contract               $400,000
Boxing Cat Entertainment, Inc.
c/o The William Orris Agency
1 William Morris Pl
Beverly Hills, CA 90212


SMITH FARMS NORTHWEST: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Smith Farms Northwest, Inc.
        824 Lake Road
        Burbank, WA 99323

Bankruptcy Case No.: 09-05819

Chapter 11 Petition Date: October 16, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Debtor's Counsel: Steven H. Sackmann, Esq.
                  Sackmann Law Office
                  PO Box 409
                  Othello, WA 99344
                  Tel: (509) 488-5636
                  Fax: (509) 488-6126
                  Email: steve@sackmannlaw.com

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

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

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

The petition was signed by James M. Smith, president of the
Company.


SMITHFIELD FOODS: Fitch Assigns 'B-' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has assigned an initial Issuer Default Rating of
'B-' to Smithfield Foods, Inc.  Fitch rates Smithfield's debt:

  -- Long-term IDR 'B-';
  -- Secured asset-based revolver at 'BB-/RR1';
  -- Secured term loan at 'BB-/RR1';
  -- Secured notes at 'BB-/RR1';
  -- Senior unsecured debt at 'CCC/RR5'.

The Rating Outlook is Stable.

At Aug. 2, 2009, Smithfield had approximately $3.4 billion of
total debt.  Total debt, pro forma for the issuance of an
additional $225 million of 10% secured notes on Aug. 14, 2009 and
subsequent repayment of $321 million in borrowings on its Euro
credit facility being terminated, is $3.3 billion.  Approximately
$1.1 billion or 33% of this debt is secured while $2.2 billion or
67% is unsecured.

Rating Rationale:

The ratings incorporate Smithfield's high financial leverage, low
margins, volatile cash flow generation and the current
unprecedented losses in hog production.  Fitch believes the lack
of meaningful diversity across proteins reduces Smithfield's
ability to offset volatility in hog production and subjects the
company to outsized swings in operating earnings and leverage
statistics, given its cyclicality.  These negatives are partially
mitigated by the fact that Smithfield is currently generating
positive free cash flow (defined as cash flow from operations less
capital expenditures and dividends) and that near-term maturities
are manageable.  FCF has been supported by significant
improvements in working capital, due to lower cost grain, live hog
inventory and margin requirements on hedges during the first
quarter ended Aug. 2, 2009, and significantly less capital
expenditures.  Smithfield is foregoing facility upgrades and
packaged meats expansion in the near term.

The ratings recognize that consolidated operating income will
remain under pressure and financial leverage will remain high
until the current oversupply of hogs in the industry is corrected
and Smithfield's hog production segment returns to profitability.
The hog production industry, which has been unprofitable since
October 2007, is experiencing record losses.  As a result,
Smithfield and the rest of the industry began reducing hog
supplies with sow herd reductions at the end of 2008 and inventory
liquidations are now starting to increase.

Fitch expects continued rationalization of supply and relatively
stable feed costs to improve industry profitability.  Smithfield's
ratings reflect Fitch's belief that the company's hog production
segment can break even within the next 12 months, absent
additional losses on commodity grain hedges and any unforeseen
shocks to pork demand.  The ratings incorporate potential margin
pressure in Smithfield's pork segment due to the negative effect
that increased slaughter rates could have on retail selling
prices.  However, savings from the company's pork restructuring
program should offset some of this pressure.  The company expects
to realize $125 million of annualized pork segment restructuring
savings by the fiscal year ended April 2011.

The 'RR1' rating on Smithfield's secured debt indicates that Fitch
views recovery prospects on this debt as outstanding at 91% -
100%.  Collateral on secured debt includes liens on eligible
accounts receivable and inventories, as defined by Smithfield's
ABL revolver and $2.4 billion of net property, plant & equipment
at Aug. 2, 2009.  The 'RR5' rating assigned to Smithfield's senior
unsecured notes reflects Fitch's opinion that recovery prospects
would be below average or 11%-30% if the bonds went into default.

Rating Drivers:

The Stable Outlook reflects reduced losses in hog production,
Fitch's belief that Smithfield's consolidated EBITDA margins can
approximate 5% in a normal operating environment and that the
company can reduce leverage to below 5.0 times within two years.
However, Smithfield's credit statistics are likely to remain
strained in fiscal 2010 due to the potential for continued losses,
albeit less severe, in hog production.  Although the industry
continues to reduce live hog inventory, Fitch remains concerned
about on-going export demand weakness.  According to the US$A,
U.S. pork export volume is down 19% year-to-date through August
2009, off record 2008 levels; with much of the decline being
attributed to fears associated with H1N1 aka 'Swine Flu'.  Fitch's
ratings and Outlook consider export risk but, as mentioned
earlier, incorporate expectations that Smithfield's hog production
segment will break even in fiscal 2011.

While Smithfield has a long history of debt-financed acquisitions,
Fitch expects maintaining sufficient liquidity and debt reduction
to take priority over acquisitions and share repurchases in the
near term.  Fitch anticipates that debt reduction will be driven
more by FCF generation and less by asset sales.  While not
anticipated, Smithfield does have the ability to divest of equity
investments; including its 37% ownership in public traded
Camprofrio Food Group, valued at $627 million at Aug. 2, 2009.

Hog Production Operating Performance and Credit Statistics:
Smithfield's hog production segment has generated operating losses
for seven consecutive quarters.  Operating losses in the segment
totaled $128 million, excluding $34 million of impairment charges,
in the first quarter of fiscal 2010 ended Aug. 2, 2009, and
$521 million in the year ended May 3, 2009.  These losses have
only been partially offset by operating income growth in the
company's pork processing segment, Smithfield's largest segment
representing 83% of fiscal 2009 net sales.  During the first
quarter of fiscal 2010, this segment's operating income grew 74%
to $107 million, excluding $6.3 million of restructuring charges,
due primarily to improved profitability in packaged meats -which
represents more than half of segment sales.  During the fiscal
2009 year, operating income grew 6% to $483 million, excluding
$88.2 million of restructuring charges.

Hog production losses have occurred because the market price of
live hogs has not covered Smithfield's hog production costs.  The
severity of the situation has been magnified by losses on
commodity hedging contracts.  Given the unprecedented run up in
corn prices during calendar 2008, Smithfield hedged its exposure
by locking in corn at prices above $6 per bushel.  Since the
beginning of fiscal 2009 through the first quarter of fiscal 2010
ending Aug. 2, 2009, net hedging losses, across all hedges,
recognized in earnings totaled approximately $100 million.
Furthermore, margin requirements reduced cash flow from operations
by a net of approximately $50 million during the same time period.
Roughly $25 million of deferred net hedging losses in Accumulated
Other Comprehensive Income at Aug. 2, 2009 are expected to be
reclassified into earnings in the current second quarter of fiscal
2010 ending October 2009.  Grain hedges are not expected to be a
risk to earnings in the second half of fiscal 2010.  While overall
losses will be less severe, Fitch still expects the hog production
segment to lose money in fiscal 2010, given weak live hog prices.

As a result of losses in hog production, Smithfield's credit
metrics have deteriorated significantly.  For the latest 12 month
period ending Aug. 2, 2009, total adjusted debt-to-operating
EBITDA was 33.6x, versus an average of 4.0x over the 1999-2008
period.  Operating EBITDA-to-gross interest expense was 0.4x and
FFO fixed charge coverage was 1.4x.  While credit metrics are
extremely weak for the rating category, Fitch believes
considerable improvement is achievable by fiscal 2011.  As
mentioned earlier, Fitch estimates that total debt-to-operating
EBITDA can fall below 5.0x and operating EBITDA-to-gross interest
expense can exceed 2.0x.  Fitch's projections conservatively
assume Smithfield's hog production segment breaks even in 2011 and
pork segment margins remain flat, despite likely benefits from
restructuring.

Liquidity and Upcoming Maturities:

Smithfield generated $322 million of FCF during the LTM period
ended Aug. 2, 2009, a considerable improvement over levels
generated in recent years.  As previously mentioned, the increase
has been driven by improvements in working capital and lower
capital expenditures.  Fitch conservatively projects that
Smithfield can generate about $200 million of FCF during fiscal
2010, following the $130 million generated in fiscal 2009.

At Aug. 2, 2009, total liquidity of $1.2 billion consisted of
approximately $500 million of cash and $700 million of revolver
availability.  Fitch estimates cash levels of approximately
$700 million following the issuance of the additional $225 million
of 10% secured notes, the receipt of approximately $300 million in
net proceeds from the issuance of common stock and the subsequent
payoff of $321 million of Euro credit facility borrowings.
Current pro forma liquidity is estimated at around $1.4 billion.

Significant upcoming maturities include $600 million of 7%
unsecured notes due on Aug. 1, 2011, of fiscal 2012.  Smithfield's
$1 billion ABL revolver matures July 2, 2012, but is subject to an
earlier maturity date of May 3, 2011, if more than $60 million of
the $600 million 7% noted are outstanding.  Fitch anticipates that
Smithfield will refinance or use FCF and cash balances to payoff
the $600 million notes during fiscal 2011.

Covenants:

Covenant risk is minimal for Smithfield.  Smithfield's ABL credit
facility subjects the company to a springing fixed charge coverage
financial covenant.  If availability falls below 15% of the total
commitment, the company must maintain a fixed charge coverage
ratio of 1.1x.  Fitch does not expect revolver availability to
fall below this level, given the company's substantial cash
balance and positive FCF.  Smithfield's bond indentures limit the
company's ability to incur incremental debt if interest coverage
falls below 2.0x.  At Aug. 2, 2009, Smithfield did not satisfy
this incurrence-based test.  Fitch does not expect interest
coverage to exceed 2.0x until fiscal 2011.

Smithfield Foods, Inc., is the largest hog producer and pork
processor in the world.  In the fiscal year ended May 3, 2009,
Smithfield generated $12.5 billion of net sales and $193 million
of operating EBITDA, excluding $88.2 million of non-recurring
charges.  The company's four operating segments and their
contribution to 2009 net sales were: Pork (83%), International
(11%), Hog Production (4%) and Other (2%).  The Other segment
includes Smithfield's 49% ownership interest in Butterball, LLC.,
37% interest in Camprofrio Food Group and 50% ownership in Mexican
joint ventures.  Approximately 89% of Smithfield's revenue was
generated in the United States and 11% was from international
markets.  The company distributes 75% of its product via the
retail channel and 25% through the foodservice outlets.


SONIX MANAGEMENT: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sonix Management Resources, Inc.
        150 Motor Parkway
        Hauppauge, NY 11788

Bankruptcy Case No.: 09-77782

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene et al
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 603-6399
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/nyeb09-77782.pdf

The petition was signed by John J. Colbert, vice president of the
Company.


SONIX MEDICAL: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------
Debtor: Sonix Medical Resources Inc.
        150 Motor Parkway
        Hauppauge, NY 11788

Bankruptcy Case No.: 09-77781

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene et al
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 603-6399
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

                  Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand et al
                  1345 Avenue of The Americas
                  New York, NY 10105
                  Tel: (212) 586-4050
                  Email: rrl@robinsonbrog.com

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

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

             http://bankrupt.com/misc/nyeb09-77781.pdf

The petition was signed by John J. Colbert, vice president of the
Company.


SOUTH MARSH DEVELOPERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: South Marsh Developers, LLC
        4 Laguna Street, No. 201
        Ft. Walton Beach, FL 32548

Case No.: 09-32148

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: Bruce C. Fehr, Esq.
                  Liberis & Associates, P.A.
                  40 South Palafox Stree, Suite 500
                  Pensacola, FL 32502
                  Tel: (850) 438-9647
                  Email: bfehr@liberislaw.com

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

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

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


SOUTHEAST TELEPHONE: U.S. Trustee Unable to Pick Creditors Panel
----------------------------------------------------------------
Richard F. Clippard, the U.S. Trustee for Region 8, tells the U.S.
Bankruptcy Court for the Eastern District of Kentucky that there
will be no committee of creditors appointed in SouthEast
Telephone, Inc.'s Chapter 11 case due to lack of affirmative
responses from unsecured creditors.

Pikeville, Kentucky-based SouthEast Telephone, Inc. operates a
telecommunication business.  The Company filed for Chapter 11 on
Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731.)  Jamie L.
Harris, Esq. and Laura Day DelCotto, Esq. at Wise DelCotto PLLC,
represent the Debtor in its restructuring effort.  In the Debtor's
schedules, it said it has assets of at least $15,573,655, and
total debts of $31,423,707.


SOUTHEAST TELEPHONE: Section 341(a) Meeting Slated for November 3
-----------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in SouthEast Telephone, Inc.'s Chapter 11 case on Nov. 3, 2009, at
11:00 a.m.  The meeting will be held at the U.S. Bankruptcy Court,
334 Main St. No. 608, Pikeville, Kentucky.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Pikeville, Kentucky-based SouthEast Telephone, Inc. operates a
telecommunication business.  The Company filed for Chapter 11 on
Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731.)  Jamie L.
Harris, Esq. and Laura Day DelCotto, Esq. at Wise DelCotto PLLC
represent the Debtor in its restructuring effort.  In the Debtor's
schedules, it said it has assets of at least $15,573,655, and
total debts of $31,423,707.


SPIRIT FINANCE: Moody's Confirms 'Caa1' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has confirmed the ratings of Spirit
Finance Corporation: corporate family rating at Caa1 and Senior
Secured Term Loan at Ca with a negative outlook.  This rating
action concludes Moody's review.

The ratings confirmation reflects Spirit's completion of the
paydown of its warehouse line of credit in September 2009 with the
proceeds of asset sales.  The elimination of the warehouse
facility removed a near-term maturity hurdle for the REIT, but it
also constrains its liquidity.

Spirit's ratings continue to reflect the REIT's high leverage and
challenged liquidity.  Spirit's portfolio performance has come
under pressure due to the overall recessionary economic
environment, particularly as a result of the REIT's concentration
in the retail and restaurant segments.  Moody's is concerned about
Spirit's ability to remain in compliance with its covenants under
the $850 million Senior Secured Term Loan, which is backed by a
pledge of subsidiary stock.

These concerns are counterbalanced by Spirit's long-term, triple-
net leases with well-laddered expirations, as well as its master
lease structures.  Moody's also acknowledges that Spirit has
managed its portfolio well with approximately 97% of tenants
current on their payments as of June 30, 2009.  In addition, the
debt maturities over the near-term are modest until the Senior
Secured Term Loan comes due in 2013.

The negative rating outlook reflects Moody's concerns over the
REIT's performance in a weak retail and restaurant environment and
its ability to remain in compliance with its term loan covenants.

The ratings would likely be stabilized once Moody's is comfortable
with Spirit's liquidity including an ability to continue to meet
all of its covenants under the term loan on a going forward basis.
Also, Spirit's operating performance would need to remain
consistent, without further deterioration, for a stable outlook.

Downward rating pressure would likely occur as a result of
Spirit's inability to address potential covenant violations or
other breaches of the Senior Secured Term Loan, as well as any
other liquidity challenges.  Material level of tenant bankruptcies
leading to significant deterioration in the REIT's performance
could also lead the ratings to be lowered.

These ratings were confirmed with a negative outlook:

* Spirit Finance Corporation -- corporate family rating at Caa1;
  Senior Secured Term Loan at Ca.

Moody's last rating action with respect to Spirit was on April 1,
2009, when Moody's downgraded Spirit's corporate family rating to
Caa1 from B2 and Senior Secured Term Loan rating to Ca from B3 and
kept ratings on review for possible downgrade.

Spirit Finance Corporation, headquartered in Phoenix, Arizona, is
a REIT that acquires single-tenant, operationally essential real
estate throughout United States to be leased on a long-term,
triple-net basis to retail, distribution and service-oriented
companies.


SPRINT NEXTEL: Moody's Affirms 'Ba1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has affirmed Sprint Nextel Corp.'s Ba1
corporate family rating and negative outlook and placed iPCS,
Inc.'s ratings under review for possible upgrade in connection
with Sprint's announced plans to acquire iPCS for approximately
$831 million, including assumption of $405 million net debt.  The
acquisition is subject to regulatory approvals and is expected to
close around year-end 2009 or early 2010.

The affirmation of Sprint's ratings and negative outlook largely
reflects the relatively small size of the acquisition and very
modest increase in Sprint's pro forma financial leverage by less
than 0.1x.  The continued negative outlook for Sprint's ratings
reflects Moody's concerns about Sprint's operating performance,
specifically its continuing loss of high value post paid
subscribers.  As Moody's indicated previously, Sprint's rating
could be downgraded if the Company's EBITDA does not rebound in
the second half of 2009 and if its post-paid subscriber trends do
not stabilize.

iPCS's ratings are under review for upgrade in light of its
pending acquisition by the third largest wireless operator in the
U.S., Sprint, which is rated several notches higher than iPCS.
The review of iPCS's ratings will focus on Sprint's plans
regarding iPCS's debt, including the form of any guarantee of the
debt from Sprint and the relative position of iPCS's debt in
Sprint's capital structure.  Should the debt be unconditionally
and irrevocably guaranteed or legally assumed, the ratings will be
upgraded.  However, if Sprint does not provide either an
unconditional and irrevocable guarantee of the assumed iPCS debt
or sufficient financial information for the rated issuers to allow
the agency to form an opinion regarding their standalone
creditworthiness, iPCS's ratings will be withdrawn in accordance
with Moody's rating policies.

Moody's notes that an acquisition by Sprint or its affiliates is
carved out from change of control and as a result will not trigger
a change of control under iPCS's indenture.

Sprint expects the transaction to be free cash flow accretive in
2010, helped by the realization of synergies of about $30 million,
which Moody's believes are achievable considering the high
operating leverage in the wireless industry.  In addition, Moody's
expects the free cash flow contribution from iPCS to increase due
to the ending of various legal battles with Sprint, which resulted
in high legal costs for both companies.

Moody's believes the strategic rationale for the acquisition is
compelling.  iPCS has been offering services under the Sprint
brand it its service territory as the largest remaining affiliate
of Sprint.  In addition, as Sprint provided billing systems
support to iPCS under their affiliate agreement, it should allow
for a relatively smooth integration.  The proposed acquisition of
iPCS will add about 700,000 retail and 270,000 wholesale
subscribers to Sprint's direct subscriber base and extend the
Company's direct service territory to cover an additional
population of 12.6 million.

These ratings have been placed under review for upgrade:

Issuer: iPCS, Inc.

  -- Corporate Family Rating, B3

  -- Probability of Default Rating, B3

  -- US$300M First Lien Senior Secured Floating Rate Notes due
     2013, B1, LGD 2 - 27%

  -- US$175M Second Lien Senior Secured Floating Rate Notes due
     2014, Caa1, LGD5 - 76%

  -- Outlook, Changed To Rating Under Review for Upgrade From
     Stable

These ratings have been affirmed:

Issuer: Sprint Nextel Corporation

  -- Corporate family rating, Ba1
  -- Probability of default rating, Ba1
  -- Negative outlook
  -- Speculative grade liquidity rating, SGL-1

Moody's last rating action for Sprint Nextel was on August 10,
2009, when Moody's affirmed the company's Ba1 corporate family
rating and negative outlook and assigned a Ba2 rating to its
$1.3 billion offering of new senior unsecured notes due 2017.

Moody's last rating action for iPCS was on June 22, 2009, when the
rating agency affirmed iPCS's B3 corporate family rating and
changed the ratings outlook to stable from developing.

Headquartered in Schaumberg, IL, iPCS is an affiliate of Sprint
Nextel Corporation.

Spring Nextel Corporation, with headquarters in Overland Park,
Kansas, is one of the largest telecommunications companies in the
United States.  It offers digital wireless services under the
Sprint master brand name in addition to a broad suite of wireline
communication services.  The company operates two wireless
networks, one based on CDMA technology and the other over the
former Nextel Communication's iDEN network.  As of 6/30/2009,
Sprint Nextel had approximately 48.8 million wireless customers,
including wholesale and affiliate subscribers.


SPRINT NEXTEL: iPCS Inc. Deal Won't Affect S&P's 'BB' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on
Overland Park, Kansas-based wireless carrier SprintNextel Corp.
(BB/Negative/--) is not affected by the company's definitive
agreement to acquire iPCS Inc.  The deal is valued at
$831 million, including $405 million of iPCS's net debt and the
cash tender of $426 million for iPCS's common stock.  S&P expects
the transaction to be completed in the fourth quarter of 2009 or
in early 2010.

S&P does not expect the acquisition of iPCS to materially change
Sprint Nextel's financial risk profile, as operating lease
adjusted leverage will remain around 4.3x on a pro forma basis and
the purchase will be net free cash flow accretive.  iPCS is an
affiliate of Sprint Nextel, with about 710,000 subscribers, which
were recorded as affiliate subscribers by Sprint Nextel on a
consolidated basis.  If the transaction is consummated, it would
end ongoing litigation between the two companies and Sprint Nextel
would no longer be required to divest its iDEN network in certain
iPCS territories.


SPRYLOGICS INTERNATIONAL: Provides Eight Default Status Report
--------------------------------------------------------------
Sprylogics International Corp. said in its eighth bi-weekly
efault status report that it has completed its current debenture
financing, which will provide the Company with sufficient working
capital to engage the auditors to complete its annual financial
statements.

The Company previously announced that it anticipated that it would
file the Annual Required Filings by November 13, 2009.  However,
since the Company closed the above-mentioned debenture financing
at a date later than originally expected, the Company now
anticipates that it will file the Annual Required Filings by
November 30, 2009.

As a result of the delay in filing the Annual Required Filings,
the Company has been unable to file, before the prescribed
deadline, its interim quarterly financial statements for the three
month periods ended April 30, 2009 and July 31, 2009, as well as
its management discussion and analysis related thereto.  The
Corporation intends to file the Interim Required Filings along
with the Annual Required Filings on November 30, 2009.

                   About Sprylogics International

Sprylogics International Inc. -- http://www.sprylogics.com/--
develops advanced search, analysis, and compliance technology.
These solutions provide case management tools to the Fortune 500.
Additionally, Sprylogics' products search large amounts of
unstructured data on the web, and in internal corporate databases,
and convert it into more relevant searches for a variety of
applications.  The core technology driving Sprylogics' solutions
is embedded in the Cluuz Search Engine platform.  Cluuz search
results are visually displayed through patent pending semantic
cluster graphs and result in improved decision-making
capabilities.

The Company is currently subject to a permanent management cease
trade order pursuant to an order of the Ontario Securities
Commission dated June 15, 2009.


STALLION OILFIELD: Gets Nod to Use Lenders' Cash Collateral
-----------------------------------------------------------
Stallion Oilfield Services Ltd. and its debtor-affiliates have
asked the U.S. Bankruptcy Court for the District of Delaware for
authority to use cash collateral securing repayment of secured
loans to their prepetition lenders to fund working capital and
general corporate purposes pursuant to a budget.

The Debtors owes $240,146,281 in principal amount under a
Prepetition Secured Credit Agreement and $5,181,801 face amount of
issued and outstanding letters of credit as of their bankruptcy
filing.

As adequate protection, the Debtors will grant, in favor of the
prepetition senior secured lenders, additional and replacement
continuing valid, binding, enforceable, non-avoidable, and
automatically perfected postpetition security interests in and
liens on any and all presently owned and hereafter acquired
personal property, real property, and all other assets of Stallion
and its estates.

The prepetition lenders include UBS AG Stamford Branch, UBS
Securities LLC, Credit Suisse Securities (USA) LLC, Banc of
America Securities LLC, Amegy Bank National Association, Natixis,
UBS Loan Finance LLC.

A full-text copy of the Debtors' proposed cash collateral budget
is available for free at http://ResearchArchives.com/t/s?4722

                           *     *     *

According to Steven Church at Bloomberg, Stallion Oilfield
Services won court permission to spend cash it holds as collateral
for lenders.  Company attorney Chad Husnick said October 20 in
court in Wilmington, Delaware, winning approval to spend the so-
called cash collateral will "ensure vendors, employees and
customers have confidence in the future of the company."

                      About Stallion Oilfield

Based in Houston, Texas, Stallion Oilfield Services Ltd. --
http://www.stallionoilfield.com/-- provides 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.

The company and its affiliates filed for Chapter 11 protection on
Oct. 19, 2009 (Bankr. D. Del. Lead Case No. 09-13562).  The
Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick,
Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi,
Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., as co-counsel; John R. Castellano, Managing Director of AP
Services, LLC, as restructuring advisor; and Epiq Bankruptcy
Solutions, LLC as claims agent.

When the Debtors sought protection from their creditors, they
listed both assets and debts between $500 million and $1 billion.


STALLION OILFIELD: Submits Pre-Negotiated Chapter 11 Plan
---------------------------------------------------------
Stallion Oilfield Services Ltd. and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware a disclosure statement with respect to their joint
Chapter 11 plan of reorganization.  A hearing is set for Oct. 21,
2009, to consider approval of the disclosure statement.

According to the Disclosures Statement, the Plan is based on a
consensual deal with the Debtors' key stakeholders and
contemplates a significant de-leveraging of the Debtors' balance
sheets and a full recovery for holders of allowed general
unsecured claims, confirmation of the plan is expected to occur
over a relatively short timeframe.

The Debtors said that they agreed with the lenders and the holders
of the Stallion equity interests with respect to a consensual
restructuring on the terms set forth in the restructuring term
sheet, and formalized by the restructuring and lock-up agreement
dated Oct. 17, 2009.  The Debtors related that they received an
executed restructuring and lock-up agreement from holders of more
than:

   -- 90% of the senior secured claims;

   -- 74% of the bridge loan claims;

   -- 88% of the notes claims; and

   -- 68% of the Stallion equity interests, which ensures that the
      plan has sufficient support to satisfy the confirmation
      requirements under section 1129 of the Bankruptcy Code.

Under the plan, among other things, all holders of senior secured
claims, totaling $245.9 million, will receive either:

   -- its pro rata share of the (i) senior secured paydown and
      (ii) $220.9 million in first priority senior secured debt
      pursuant to the amended and restated senior secured credit
      agreement; or

   -- payment in full, in cash in the event that the Reorganized
      Debtors enter into new financing.

Holders of general unsecured claims, that are not due and payable
by the plan's effective date, will receive payment in full in cash
of the unpaid portion of their allowed claim.

Under the proposed schedule, the Debtors will present the Plan for
confirmation at a hearing on Dec. 30, 2009.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?4723

A full-text copy of the Debtors' joint plan is available for free
at http://ResearchArchives.com/t/s?4724

Based in Houston, Texas, Stallion Oilfield Services Ltd. --
http://www.stallionoilfield.com/-- provides 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.

The company and its affiliates filed for Chapter 11 protection on
Oct. 19, 2009 (Bankr. D. Del. Lead Case No. 09-13562).  The
Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick,
Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi,
Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., as co-counsel; John R. Castellano, Managing Director of AP
Services, LLC, as restructuring advisor; and Epiq Bankruptcy
Solutions, LLC as claims agent.

When the Debtors sought protection from their creditors, they
listed both assets and debts between $500 million and $1 billion.


STALLION OILFILED: Taps Epiq Bankruptcy as Claims Agent
-------------------------------------------------------
Stallion Oilfield Services Ltd. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District Delaware for permission to
employ Epiq Bankruptcy Solutions LLC as notice and claims agent.

The firm has agreed to, among other things:

   a) prepare and serve a variety of documents on behalf of
      the Debtors in these chapter 11 cases, including:

      -- notice of the commencement of these chapter 11
         cases and the initial meeting of creditors under
         section 341(a) of the Bankruptcy Code;

      -- notice of any claims bar date;

      -- motions, applications, and other requests for relief
         and related documents;

      -- objections, responses, and replies with respect to
         requests for relief;

      -- hearing agendas;

      -- objections to claims;

      -- any disclosure statements, chapter 11 plans, and all
         documents related thereto; and

      -- all notices of the filing of the documents listed
         above, hearings, and such other miscellaneous
         notices as the Debtors or the Court may deem necessary
         or appropriate for the orderly administration of
         these chapter 11 cases.

   b) maintain an official claims register in these
      chapter 11 cases by docketing all proofs of claims
      and proofs of interests in a database;

   c) update the official claims registers in accordance
      with orders of the Court;

   d) implement necessary security measures to ensure
      the completeness and integrity of the claims
      registers;

   e) transmit to the Clerk's Office a copy of the
      claims registers as requested;

   f) maintain an up-to-date mailing list for all entities
      that have filed proofs of claims or proofs of
      interests and making such list available upon
      request to the Clerk's Office or any party in interest;

   g) provide access to the public for examination of
      copies of the proofs of claims and proofs of
      interests filed in these chapter 11 cases; and

   h) record all transfers of claims pursuant to
      rule 3001(e) of the Federal Rules of Bankruptcy
      Procedure (the "Bankruptcy Rules") and, if directed
      to do so by the Court, providing notice of such
      transfers as required by Bankruptcy Rule 3001(e).

The firm's standard hourly rates are:

     Executive Director        $410
     Director                  $360
     Senior Case Manager       $300
     Case Manager              $240
     Case Analyst              $190
     Programmer II             $195
     Programmer I              $165
     Clerical                  $65

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

Based in Houston, Texas, Stallion Oilfield Services Ltd. --
http://www.stallionoilfield.com/-- provides 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.

The company and its affiliates filed for Chapter 11 protection on
Oct. 19, 2009 (Bankr. D. Del. Lead Case No. 09-13562).  The
Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick,
Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi,
Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., as co-counsel; John R. Castellano, Managing Director of AP
Services, LLC, as restructuring advisor; and Epiq Bankruptcy
Solutions, LLC as claims agent.

When the Debtors sought protection from their creditors, they
listed both assets and debts between $500 million and $1 billion.


STALLION OILFIELD: Moody's Withdraws 'Ca' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Stallion
Oilfield Services Ltd. following the company's announcement that
it filed voluntary petitions under Chapter 11 of the United States
Bankruptcy Code with the United States Bankruptcy Court for the
District of Delaware.

The ratings being withdrawn are:

* Corporate Family Rating -- Ca

* Probability of Default Rating -- D

* $75 million senior secured term loan -- B3, LGD 2 (13%)

* $175 million senior secured revolver -- B3, LGD 2 (13%)

* $250 million senior unsecured term loan -- Ca, LGD 4 (69%)

* $265 million senior unsecured notes due 2015 (outstanding) - Ca,
  LGD 4 (69%)

The last rating action was on September 14, 2009, when Moody's
downgraded Stallion's CFR to Ca from Caa3, PDR to D from Caa3 and
the senior secured debt ratings to B3 from B2.

Stallion Oilfield Services Ltd. is a privately held oilfield
services company based in Houston, TX.


STATION CASINOS: Committee Gets Nod for Moelis as Fin'l Advisor
---------------------------------------------------------------
The Bankruptcy Court has authorized the Official Committee of
Unsecured Creditors formed in Station Casinos Inc.'s bankruptcy
cases to retain Moelis & Company LLC as its financial advisor and
investment banker, effective as of August 13, 2009.

The Debtors are authorized and required to indemnify, hold
harmless, provide contribution to and reimburse Moelis, or any of
its divisions, affiliates, current or former directors, officers,
partners, members, agents or employees of Moelis or any of its
affiliates, or any person controlling Moelis or its affiliates,
current or former directors, officers, partners, members, agents
or employees, pursuant to the Indemnification Provisions of the
Engagement Letter.

Moelis will render these financial advisory and investment
banking services to the Committee pursuant to an Engagement
Letter dated as of August 13, 2009:

  (a) Become familiar with and analyze the business, business
      plan operations, assets, financial condition and prospects
      of the Debtors, to the extent Moelis deems appropriate;

  (b) Assist the Committee in reviewing reports or filings as
      required by the Bankruptcy Court or the Office of the
      United States Trustee, including, but not limited to,
      schedules of assets and liabilities, statements of
      financial affairs and monthly operating reports;

  (c) Advise the Committee on the current state of the
      restructuring and capital markets;

  (d) Review and analyze reporting regarding cash collateral and
      any debtor-in-possession financing arrangements and
      budgets;

  (e) Provide valuation analyses of the Company if requested,
      the form of which will be agreed upon by Moelis and the
      Committee, and provide expert testimony relating to any
      valuation;

  (f) Assist and advise the Committee in examining and analyzing
      any potential or proposed strategy for a Restructuring
      Transaction, a liquidation, or otherwise, including, where
      appropriate, assisting the Committee in developing its own
      strategy for accomplishing a Restructuring Transaction;

  (g) Assist and advise the Committee in evaluating and
      analyzing the proposed implementation of any Restructuring
      Transaction, including the value of the securities, if
      any, that may be issued under any plan of reorganization;

  (h) Represent the Committee in negotiations with the Debtors
      and third parties with respect to any of the foregoing;
      and

  (i) Render other investment banking services as may from time
      to time be agreed upon by the Committee and Moelis,
      including, providing expert testimony, and investment
      banking support related to cash collateral usage or other
      Chapter 11 financing and exit financing, M&A and asset
      sale processes.

The Debtors will pay and reimburse Moelis for fees and out-of-
pocket expenses it incurred in the Chapter 11 cases.

In summary, pursuant to the terms and conditions of the
Engagement Letter and subject to the Court's approval, Moelis'
compensation will be:

  * a monthly fee of $200,000; and

  * upon consummation of a Restructuring, a restructuring fee in
    the amount of $3,000,000.

Whether or not a Restructuring has taken place or will take
place, Moelis will earn and be paid the Monthly Fee every month
during the term of the engagement.

                       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: Committee Members Can Trade in Securities
----------------------------------------------------------
The Bankruptcy Court has permitted the Official Committee of
Unsecured Creditors and the affiliates of the Committee members to
trade in the Debtors' securities upon establishment and
implementation of "Ethical Walls" and in accordance with the terms
of the Trading Procedures.

Committee Member, acting in any capacity, will not violate and
will not be deemed to have violated its fiduciary duties as a
Committee Member and, accordingly, will not subject its claims to
possible disallowance, subordination, or other adverse treatment
to the extent that the Committee Member or its Affiliates trade
in the Securities, whether or not covered by Rule 3001(e) of the
Federal Rules of Bankruptcy Procedure, during the pendency of the
Chapter 11 cases, as long as the Committee Member and its
Affiliates establish and effectively implement Ethical Wall
policies and procedures pursuant to the Trading Procedures.

The Order will apply to an Ethical Wall Entity only if it is
engaged in trading of the Securities as a regular part of its
business from the date of its appointment to the Committee.

Nothing set forth in the Motion or the Order will constitute an
admission by any party or finding by the Court that debt
obligations of the Debtors, whether arising under any credit
agreements or otherwise, constitute "securities" for the purpose
of the securities laws.

Any entity bound by the Order will not trade in the Securities
except in compliance with the Order.

                       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: Panel Gets Nod to Tap Quinn as Conflicts Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Station Casinos
Inc.'s obtained the Court for permission to retain Quinn Emanuel
Urquhart Oliver & Hedges, LLP, effective as of August 20, 2009, as
its conflicts counsel.

As its conflicts counsel, Quinn will provide these services to
the Committee:

  (a) Assist the Committee on matters involving any entities as
      to which Fried, Frank, Harris, Shriver & Jacobson LLP has
      an actual or potential conflict of interest;

  (b) Assist the Committee's investigation of the acts, conduct,
      assets, liabilities, intercompany relationships and claims
      and financial condition of the Debtors, the existence of
      estate causes of action and the operation of their
      businesses to the extent that Fried Frank is conflicted
      from conducting that investigation;

  (c) Investigate the transactions, acts, and conduct relating
      to those certain transactions executed in or about
      November 2007 pursuant to which SCI became a privately-
      held company; and

  (d) Perform other legal services as requested or directed by
      the Committee to the extent not duplicative of Fried
      Frank.

Quinn Emanuel's current hourly rates are:

  Professional              Hourly Rate
  ------------              -----------
  Partners                  $730 - $970
  Other attorneys           $320 - $950
  Paraprofessionals         $265 - $310

                    Debtors' Limited Objection

The Debtors do not object to the retention of Quinn Emanuel
Urquhart Oliver & Hedges LLP as conflicts counsel to the Official
Committee of Unsecured Creditors.  The Debtors do object,
however, to the proposed scope of services the Committee wants
Quinn Emanuel to pursue, specifically, an unrestricted
investigation of a certain "Going Private Transaction."

According to the Debtors, the Special Litigation Committee has
already conducted a comprehensive review of that transaction, and
the results of that review have been provided to the Committee.
A complete re-creation of the Special Litigation Committee's
investigation by Quinn Emanuel is unnecessary and would be a
waste of estate time and money, the Debtors argue.

The Committee, in response, asserts that the Debtors' Response,
in addition to being untimely, is without merit.  The Committee
argues that the Debtors should not attempt to intimidate the
Committee from undertaking its fiduciary duties owed to unsecured
creditors of the Debtors by seeking to curtail the Committee from
thoroughly investigating the Going Private Transaction, which
resulted in the Debtors incurring at least an additional
$1.6 billion in interest-bearing debt and resulted in hundreds of
millions of dollars paid to insiders of the Debtors.

The Committee avers that it must have a full and fair opportunity
to investigate the Going Private Transaction.

                       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)


STRAIT GATE CHURCH: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Strait Gate Church, Inc.
           aka The Strait Gate Church, Inc.
           aka Strait Gate, The Church at Westchester
        120 Madison Street
        Mamaroneck, NY 10543

Bankruptcy Case No.: 09-23954

Chapter 11 Petition Date: October 16, 2009

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Arlene Gordon-Oliver, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenu, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: ago@rattetlaw.com

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

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

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

The petition was signed by Bishop Wayne Powell, president of the
Company.


STREAMLINE CAPITAL: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Crain's New York Business reports Streamline Capital filed for
Chapter 11 bankruptcy protection on October 6, 2009, listing
$50,001 to $100,000 in assets against $50,001 to $100,000 in
liabilities that include the $44,000 owed to The New York State
Department of Taxation.

The Debtor, according to Crain's, is among the seven large
companies that have filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court for the Southern and Eastern Districts
of New York.


STUMP HILL FARM: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stump Hill Farm Inc.
        6633 Klick St.
        Massillon, OH 44646

Bankruptcy Case No.: 09-64272

Chapter 11 Petition Date: October 14, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio

Judge: Russ Kendig

Debtor's Counsel: John L Juergensen, Esq.
                  John L. Juergensen Co., LPA
                  Washington Square Office Park
                  6545 Market Ave. North
                  North Canton, OH 44721
                  Tel: (330) 494-4200
                  Fax: (330) 494-4201
                  Email: jlj@juergensenlaw.com

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

Estimated Debts: $500,001 to $1,000,000

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

            http://bankrupt.com/misc/ohnb09-64272.pdf

The petition was signed by Cynthia Huntsman, president of the
Company.


STURGIS IRON: Postpetition Lease Payments Get Admin. Priority
-------------------------------------------------------------
WestLaw reports that amounts due on an equipment lease
postpetition, but prior to the lease's rejection, constituted an
administrative expense claim in a Chapter 11 case, even though the
debtor intended to liquidate its operations from the outset.
Rejecting the holdings of many court decisions as made under the
Bankruptcy Act or reliant on pre-Bankruptcy Code decisions without
analysis, a Michigan bankruptcy court held that current bankruptcy
provisions made the leasehold a property interest of the estate
upon petition filing and obligated payment of amounts due under
the lease, not just the reasonable value of services the estate
used.  Sturgis Iron & Metal Co., Inc., --- B.R. ----, 2009 WL
3317286 (Bankr. W.D. Mich.).

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc., sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.  The Company filed for Chapter 11
protection on April 4, 2008 (Bankr. W.D. Mich. Case No. 08-02966).
Jay L. Welford, Esq., Judith Greenstone Miller, Esq., Paige Barr,
Esq., Paul R. Hage, Esq. and Richard E. Kruger, Esq., at Jaffe
Raitt Heuer & Weiss, P.C. represent the Debtor in its
restructuring efforts.  The Debtor selected Kurtzman Carson
Consultants LLC as claims agent.  The U.S. Trustee for Region 9
appointed an Official Committee of Unsecured Creditors in this
case.  The Committee proposed Winston & Strawn LLP as its counsel.
As reported in the Troubled Company Reporter on May 13, 2008, the
Debtor's summary of schedules shows total assets of $23,363,626
and total debts of $96,346,739.  Sturgis filed a liquidating
Chapter 11 plan in Nov. 2008.


SUNRISE SENIOR: Enters Deal to Extend Maturity Date to Dec. 2
-------------------------------------------------------------
Sunrise Senior Living, Inc. has entered into a 13th Amendment to
its credit agreement with its bank group extending the maturity
date of its credit facility to December 2, 2010.

"This full-year extension of our line is an important step forward
in our restructuring," said Mark Ordan, Sunrise's chief executive
officer.  "All of our stakeholders benefit from this and we are
pleased by the cooperation and support from Bank of America and
our other line banks."

In connection with the amendment, the requisite lenders under the
credit facility consented to the previously disclosed sale of 21
wholly owned assisted living communities to BLC Acquisitions, an
affiliate of Brookdale Senior Living Inc.  On the closing date of
such sale, Sunrise has agreed to make a $28.7 million principal
repayment to the lenders, which may include the return of
approximately $3.7 million in letters of credit, and to deposit
$20 million of the proceeds from the sale into a collateral
account held by and pledged to the bank group, which may be used
by Sunrise for the purpose of settling claims of other creditors.

If the closing of the sale does not occur prior to June 30, 2010,
Sunrise will either make a payment equal to the BLC closing
payment to the lenders; or make a $5 million principal repayment
to the lenders, pay a $1 million extension fee and provide the
lenders with certain additional collateral as security for its
obligations under the credit agreement.

The amendment, among other matters, modifies the minimum liquidity
covenant to require that $10 million of unrestricted cash be on
hand on the last day of each month (subject to a 15-day cure
period), and revises a covenant to permit Sunrise to dispose of
certain assets as long as 50 percent of the net sales proceeds are
allocated to the lenders.  In connection with the execution of the
amendment, Sunrise made a $6 million principal repayment to the
lenders and will pay the lenders an amendment fee of $500,000.

As of October 19, 2009, after the $6 million repayment, Sunrise
had outstanding borrowings of approximately $62.9 million under
the Credit Agreement and outstanding letters of credit of
approximately $23.1 million.  Principal payments on the bank
credit facility previously due on October 31, 2009 and November
30, 2009 are no longer due.  Consistent with prior amendments, no
additional borrowings under the credit facility are permitted.

                      Bankruptcy Warning

Sunrise Senior Living said it has no borrowing availability under
its bank credit facility, and it has significant scheduled debt
maturities in 2009 and significant long-term debt that is in
default.  Sunrise is endeavoring to extend debt maturity dates,
re-finance debt and obtain waivers from applicable lenders.  It is
engaged in discussions with various venture partners and third
parties regarding the sale of certain assets with the purpose of
increasing liquidity and reducing obligations to enable the
Company to continue operations.  Sunrise expects that its cash
balances and expected cash flow are sufficient to enable it to
meet operating obligations through December 2, 2009.  If it is not
able to achieve these objectives, it will not have sufficient
financial resources to meet financial obligations and it could be
forced to seek reorganization under the U.S. Bankruptcy Code.

As of June 30, 2009, the Company had $1.14 billion in total assets
and $1.09 billion in total liabilities.  Sunrise had $37.0 million
and $29.5 million of unrestricted cash at June 30, 2009 and
December 31, 2008, respectively.  As of June 30, 2009, Sunrise and
its consolidated subsidiaries had debt of $614.5 million, of which
$99.1 million of debt is scheduled to mature in 2009, along with
$69.2 million of draws on the Bank Credit Facility.  Long-term
debt that is in default totals $360.4 million, including
$190.2 million of debt that is in default as a result of the
failure to pay principal and interest to the lenders of Sunrise's
German communities, and $170.2 million of debt that is in default
as a result of Sunrise's failure to meet certain financial
covenants.

                    About Sunrise Senior Living

Sunrise Senior Living, Inc., a McLean, Va.-based company --
http://www.sunriseseniorliving.com/-- employs roughly 40,000
people.  As of June 30, 2009, Sunrise operated 415 communities in
the United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of roughly 42,750 units.  Sunrise offers a
full range of personalized senior living services, including
independent living, assisted living, care for individuals with
Alzheimer's and other forms of memory loss, as well as nursing and
rehabilitative services.  Sunrise's senior living services are
delivered by staff trained to encourage the independence, preserve
the dignity, enable freedom of choice and protect the privacy of
residents.


TAYLORED INDUSTRIES: Red Seal Bids for Customer Data & Inventory
----------------------------------------------------------------
Taylored Industries, Inc., has received an offer from Red Seal
Electric Company to purchase, free and clear of all liens, claims
and encumbrances, all rights, title and interest in and to its
customer lists, customer data, and certain inventory located at 11
Rich Hill Road in Cheswick, Pa., for $50,000 plus the value of the
inventory.  Red Seal's bid is subject to higher and better offers,
and, if necessary, an auction will be held on November 3, 2009, at
10:00 a.m. at the Bankruptcy Court in Pittsburgh.  The Bankruptcy
Court will ratify the sale to the highest bidder at a Sale Hearing
immediately following the auction.

Additional information is available from Debtor's counsel:

         John M. Steiner, Esq.
         LEECH TISHMAN FUSCALDO & LAMPL LLC
         525 William Penn Place, 30th Floor
         Pittsburgh, PA 15219
         Telephone: 412-261-1600

Taylored Industries, Inc., sought Chapter 11 protection (Bankr.
W.D. Pa. Case No. 08-26673) on Oct. 6, 2008.  A copy of the
Debtor's chapter 11 petition is available at
http://bankrupt.com/misc/pawb08-26673.pdfat no charge.


TBS INTERNATIONAL: Board Approves Redomiciliation in Ireland
------------------------------------------------------------
TBS International Limited on October 19 said that its Board of
Directors has unanimously approved a transaction that will change
the place of incorporation of the company whose shares TBS
shareholders own to Ireland from Bermuda.  TBS shareholders will
be asked to vote in favor of the proposed move at a special
meeting of shareholders expected to be held within the next two to
three months.

If the conditions to the proposed transaction are satisfied,
including approval by TBS's shareholders and the Supreme Court of
Bermuda, TBS International plc, an Irish company, will become
TBS's parent company.  Current shareholders of TBS will become
shareholders of TBS-Ireland.  TBS-Ireland will be registered with
the U.S. Securities and Exchange Commission and be subject to the
same SEC reporting requirements as TBS is today. TBS-Ireland's
shares will trade on the Nasdaq Global Select Market under the
ticker symbol "TBSI", the same symbol under which TBS shares are
currently traded.  TBS expects the move to take effect shortly
after shareholder approval.

Joseph E. Royce, Chairman, Chief Executive Officer and President
stated, "After a careful review, our Board of Directors has
determined that changing our place of incorporation to Ireland is
in the best interest of the company and our shareholders.  We
believe that incorporating in Ireland will provide us with
economic benefits and help ensure our continued global
competitiveness.

"As a member of the European Union, Ireland offers a stable
political and economic environment and sophisticated, well-
developed corporate, legal and regulatory environment.  It also
has a long history of international investment and long-
established commercial relationships, trade agreements and tax
treaties with European Union member states, the US and other
countries around the world where TBS does business.  In addition,
Ireland has the financial and legal infrastructure to meet TBS's
current and future needs."

TBS does not expect any material change in its operations,
financial results or tax treatment as a result of the change in
its place of incorporation.

                 About TBS International Limited

TBS International Limited -- http://www.tbsship.com/-- is a
fully-integrated transportation service company that offers
customers the TBS Five Star Service consisting of: ocean
transportation, operations, logistics, port services, and
strategic planning.  TBS offers liner, parcel, bulk, and
chartering services, supported by a fleet of multipurpose
tweendeckers and handysize and handymax bulk carriers, including
specialized heavy-lift vessels.  TBS has developed its business
around key trade routes between Latin America and China, Japan and
South Korea, as well as select ports in North America, Africa, the
Caribbean, and the Middle East.

As reported by the Troubled Company Reporter on Aug. 14, 2009, TBS
said that its lenders agreed to waive original financial covenants
through January 1, 2010, which will be reinstated effective
January 1, 2010.  Based on current internal projections the
Company anticipated that it will not meet the reinstated financial
covenant requirements in 2010.  At that time the Company will need
to obtain additional waivers or modify the terms of the existing
credit facilities or refinance its debt.


TEEKAY CORP: S&P Retains 'BB' Rating on $350 Mil. Senior Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on Teekay Corp.'s US$350 million senior unsecured debt
maturing July 15, 2011, to '4' from '3'.  A '4' recovery rating
indicates S&P's expectation of average (30%-50%) recovery in the
event of payment default.  The issue-level rating on the debt is
unchanged at 'BB'.

"Our revision of the recovery rating is a result of S&P's updated
recovery analysis, which also takes into consideration the recent
declines in the valuations of vessels used as collateral for
secured vessel financings and S&P's expectation of the potential
valuation of similar vessel types at a cyclical trough," said
Standard & Poor's credit analyst Greg Pau.

                           Ratings List

                           Teekay Corp.

             Corporate credit rating       BB/Stable/--

             Recovery Rating Revised/Rating Unchanged

                                      To           From
                                      --           ----
           Senior unsecured debt      BB           BB
             Recovery rating          4            3


TELLIGENIX CORP: Can Use $133,000 in Funds Held at Wachovia Bank
----------------------------------------------------------------
Christopher Boyd at Orlando Business Journal reports that the U.S.
Bankruptcy Court in Orlando has granted Telligenix Corp.'s request
to release the $133,000 in funds held at Wachovia Bank.
Telligenix's lawyer said that the Company wouldn't have been able
to meet payroll this week without the funds, Business Journal
relates.

Telligenix Corp. -- http://www.telligenix.com/-- provides
educational process management to a number of independently
contracted seminar providers and individuals, including Robert
Allen, and others.  Telligenix handles the educational process
management for a number of training institutes and others in the
real estate, investment and entrepreneurship spaces.

Telligenix filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Middle District of Florida, listing
outstanding debt of up to $50 million against assets of between
$1 million and $10 million.


TERRA CAPITAL: Fitch Assigns 'BB' Rating on $600 Mil. Notes
-----------------------------------------------------------
Fitch Ratings will assign a 'BB' rating to Terra Capital Inc.'s
$600 million issue of senior unsecured notes due 2019 (the new
notes) when they are priced.  The ratings of Terra Capital, Inc.,
its parent Terra Industries Inc., and Terra Nitrogen, L.P., remain
on Watch Evolving pending a resolution to attempts by CF
Industries Holdings, Inc., to acquire the parent and its
subsidiaries.

The new notes will be guaranteed by Terra and certain domestic
subsidiaries which in 2008 contributed 59% of consolidated sales
and 43% of consolidated income before taxes and non-controlling
interests.  Proceeds from the new notes will be used to pay for a
portion of the tender of Terra Capital's 7.00% senior notes due
2017 and a portion of a $750 million special dividend to
shareholders intended to be declared by Terra's Board.

The new notes will be repayable at maturity and contain
restrictions (among other noteholder protections) on the ability
of Terra and its restricted subsidiaries to incur additional
indebtedness, grant liens on assets and to make investments, pay
dividends and repurchase common stock.  With exceptions,
additional indebtedness will be limited by a pro forma EBITDA-to-
interest and preferred dividend coverage ratio of 2.0 times (x).

At the end of the second quarter Terra had in excess of $1 billion
in cash on its balance sheet.  After giving effect to the issue of
the new notes, the special dividend and the full tender of the
7.00% senior notes, Terra would still have more than $450 million
in cash plus $192 million available under its undrawn secured
revolvers which mature in 2012.

Terra has also agreed to purchase a 50% interest in certain
Canadian and U.S. nitrogen assets owned by Agrium Inc. for a total
consideration of $250 million.  The investment in these assets,
however, is subject to Agrium's successful takeover of CF
Industries.

Terra's pro forma debt after the new notes issue is $600 million
and its trailing 12-months' EBITDA at the end of the second
quarter amounted to just over $645 million.  Fertilizer
applications have been trailing 2008, however, and EBITDA for 2009
could be 30% less (a function of lower volumes sold and lower
prices), yielding a pro forma risk adjusted debt-to-EBITDA
leverage ratio of 1.3x.  EBITDA is projected to rebound in 2010
following an increase in the demand for fertilizer to replenish
depleted soil nutrients.


TERRA CAPITAL: Moody's Rates $600 Mil. Senior Notes at 'B1'
-----------------------------------------------------------
Moody's Investors Service rated Terra Capital Inc.'s proposed
$600 million of senior unsecured notes B1.  The proceeds of the
notes will be used, along with cash, to fund the offer to purchase
its outstanding $330 million 7% senior notes due 2017.  On
September 24, 2009, Terra Capital commenced a cash tender offer
for any and all of its senior notes due 2017 along with a
solicitation of consents to eliminate substantially all the
restrictive covenants and certain events of default and to modify
certain other provisions of the indenture relating to the 2017
Notes.

On September 25, 2009, Moody's placed Terra Industries Inc.'s
(Terra) Ba3 Corporate Family Rating and other debt ratings under
review with direction uncertain.  The review was prompted by both
the recent announcement of a proposed tender offer for TCAPI notes
due 2017, and corresponding conditional special dividend and
potential new notes issuance.

"While Terra's robust performance continues to be in line with
Moody's positive view on the fertilizer markets, the review will
focus on management's long term financial strategy given the
announced special dividend and the current outstanding offer to
acquire the company," said Moody's analyst Bill Reed.

Subject to the completion of the note tender offer the company
will then pay a special dividend to shareholders of approximately
$750 million.  In addition, TCAPI has announced that it intends to
issue up to $600 million in new unsecured notes due 2019
subsequent to the completion of the tender offer and special
dividend.  Terra, for the period ending September 30, 2009 had
approximately $1 billion in cash on its balance sheet.

Since the beginning of 2009, CF Industries Holdings, Inc. (CF -
unrated) has made five separate hostile proposals for a business
combination with Terra.  To date, each proposal has been
considered by Terra's board of directors and reviewed by Terra's
financial and legal advisors.  Terra's board of directors has
determined that CF's proposals run counter to Terra's strategic
objectives and would deliver less value to Terra's shareholders
than would owning Terra on a stand-alone basis.  In an attempt to
advance CF's proposals for a combination with Terra, CF has
nominated and is soliciting proxies for an opposition slate of
three nominees for election as directors at Terra's 2009 annual
meeting, scheduled for November 20, 2009, and has filed a
definitive proxy statement with the SEC with respect to such
solicitation.  Terra believes the uncertainty regarding the
outcome of CF's continued proposals may disrupt its business,
which could result in an adverse effect on Moody's operating
results.  Moody's believes that responding to CF's proposals has
been, and will be, a distraction for Terra employees and will
require Terra to incur significant costs.  Moody's believe that
management distraction related to the proposals may adversely
impact Terra's ability to optimally conduct its business and
pursue Terra's strategic objectives.  It is possible that Terra
will pursue additional means, such as further special dividends,
to reward shareholders at bondholder's expense.

Terra announced on October 19, 2009, that it had signed an
agreement to acquire a 50% interest in Agrium Inc.'s (Agrium
senior unsecured rating Baa2 - RUR down) Carseland, Alberta,
Canada nitrogen production assets for approximately
US$250 million.  The Carseland facility has the capacity to
produce 590,000 short tons of ammonia and 750,000 short tons of
granular urea per year.  The transaction is subject to certain
contingencies, including Agrium's completion of its proposed
hostile acquisition of CF.  Terra anticipates closing on the
Carseland transaction soon thereafter.

Following the proposed transactions, including the proposed JV,
the company will be left with about $240 million in cash and up to
$600 million in debt on its balance sheet.

Moody's ongoing review will focus on understanding management's
long term financial philosophy.  The company does not have a
history of special dividends and it remains to be seen whether
this action is a one time event or a change in management's
overall financial strategy.  The review will also focus on the
ultimate resolution of other party's attempts to acquire Terra.

Rating Assigned

Issuer: Terra Capital, Inc.

  -- $600 million Senior Unsecured Regular Bond/Debenture Placed
     on Review Direction Uncertain, B1, LGD4, 63%

Remaining On Review Direction Uncertain:

Issuer: Terra Industries Inc.

  -- Probability of Default Rating, Ba3
  -- Corporate Family Rating, Ba3

Issuer: Terra Capital, Inc.

  -- $330 million Senior Unsecured Regular Bond/Debenture, B1,
     LGD4, 65%

Moody's last rating action on Terra was on September 25, 2009,
when Moody's affirmed the company's ratings and placed the outlook
to rating under review direction uncertain following the
announcement by the company of a sizeable $750 million special
dividend and plans to issue new debt of $600 million to fund a
tender offer for existing debt.

Terra Industries, Inc., headquartered in Sioux City, Iowa,
produces nitrogen fertilizer products including ammonia, urea,
nitrogen solutions, and ammonium nitrate.  The company has
facilities and joint ventures in the Midwestern and Southern U.S.,
Canada, Trinidad, and the United Kingdom.  Terra is the world's
largest UAN producer and controls 40% of domestic production
capacity.  Revenue for the LTM period ending September 30, 2009
was approximately $1.9 billion.


TERRA CAPITAL: S&P Assigns 'BB' Rating on $600 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue-level and '3' recovery ratings to Sioux City, Iowa-based
Terra Capital Inc.'s (a wholly owned subsidiary of Terra
Industries Inc.) proposed $600 million senior unsecured notes due
2019 and placed them on CreditWatch developing.  At the same time,
Standard & Poor's revised the recovery rating on Terra's existing
senior unsecured notes to '3' from '4'.  The '3' recovery ratings
indicate S&P's expectation for a meaningful (50%-70%) recovery in
the event of a payment default.

The ratings are based on preliminary terms and conditions.  Terra
proposes to use a portion of the proceeds from the issue to fund
the repurchase of its existing $330 million senior unsecured
notes.  These notes are the subject of an ongoing buyback offer
that is scheduled to close on Oct. 26, 2009.  S&P will withdraw
S&P's ratings on the existing $330 million senior notes when the
company completes the buyback.  In addition, the company has
announced plans to pay its shareholders a $750 million special
dividend subject to the successful completion of the proposed
$600 million debt issue and pay-down of the existing debt.  As of
June 30, 2009, Terra reported $1 billion of cash on its balance
sheet and had about $192 million of availability under its
$200 million revolving credit facilities, due 2012.

All ratings, including S&P's 'BB' corporate credit rating on Terra
Industries Inc., are on CreditWatch developing.  S&P placed its
corporate credit rating on Terra on CreditWatch developing in
January 2009 following the announcement of CF Industries Holdings
Inc.'s proposed acquisition of Terra in an all-equity transaction.
"The ratings remain on CreditWatch to reflect the uncertainty
related to the outcome of the proposed acquisition," noted
Standard & Poor's credit analyst Paul Kurias.

The ratings on Terra reflect its fair business position, including
a narrow scope of operations in nitrogen fertilizer and a
cyclical, highly competitive commodity business with margins
susceptible to variable demand trends and input cost volatility.
Partially offsetting these risks are Terra's position as a leading
player in the U.S. nitrogen market, with a large portion of
domestic nitrogen capacity and well-located nitrogen facilities,
favorable long-term demand prospects, and the company's strong
cash-flow protection measures and liquidity.

With revenues of $2.3 billion for the 12 months through June 30,
2009, Terra produces nitrogen fertilizer at facilities mainly in
the U.S. The company is a leading player in the domestic U.S.
nitrogen market in a product that is a globally traded commodity.
Its revenues and earnings depend on natural gas prices, which have
been volatile in recent years, and on demand for nitrogen
fertilizer.  Terra has also invested in developing non-
agricultural based businesses, the most promising of which
consists of plans to service the vehicle diesel exhaust fluid
market to enable heavy-duty vehicle and engine manufacturers to
comply with 2010 emission standards.

Developing implications mean that S&P could raise, lower, or
affirm the ratings on Terra, including the rating on the proposed
notes, depending on future developments.  Terra has rejected
several offers by CF Industries over the past 10 months.  It is
not clear if the proposed acquisition will go ahead, or if it
does, what the capital structure of the combined entity will be.

If the proposed acquisition does indeed take place and the
business and financial profiles improve as a result, S&P could
raise ratings.  S&P could affirm ratings if the transaction
results in business and financial risk profiles that are similar
to Terra's existing profiles.  However, if the debt burden in the
combined capital structure increases meaningfully, S&P could lower
ratings.  S&P could also lower ratings if Terra's operating
performance weakens to the extent that the ratio of funds from
operations to total debt is less than S&P's expectations of 20%-
30% with no prospect for improvement.

S&P will monitor developments related to the proposed acquisition
to determine the final impact on S&P's ratings.  This will include
the outcome of a vote at a Nov. 20, 2009, meeting of Terra
shareholders, during which shareholders will vote for competing
slates of directors to Terra's board.  Both CF Industries and
Terra have proposed slates that will be voted on at the meeting.
"We expect to resolve the CreditWatch status of the ratings when
it becomes clear how events related to the proposed acquisition
play out and details of the acquisition plan -- including the
proposed capital structure -- are available," Mr. Kurias added.


TEXTRON INC: Cessna Senses Thawing of Business Aviation Market
--------------------------------------------------------------
Cessna Aircraft Company, a Textron Inc. company, comes to the 62nd
National Business Aviation Association Meeting and Convention with
optimism that the business aviation market is thawing.

"I'm far from ready to call a turnaround, but we do continue to
see some encouraging developments," said Cessna Chairman,
President and Chief Executive Officer Jack J. Pelton.  "Financing
is more readily available, used aircraft inventory is lowering and
prices for used aircraft have increased for the first time in
several quarters.  Average Daily Utilization figures for the
Citation fleet have stopped dropping and bookings for maintenance
work are on the rise.  We are seeing signs of stabilization and
some indicators that the business jet market is starting to move
in a positive direction. Single engine retail sales have been
particularly strong in recent weeks which is usually a forerunner
for the rest of the product line."

Cessna's static display at Orlando Executive Airport features the
full line of current production Citation business jets: the
Citation X, Citation Sovereign, Citation XLS+, Citation Encore+,
Citation CJ3, Citation CJ2+, Citation CJ1+ and a Citation Mustang.
On Wednesday, Oct. 21 only, a Citation CJ4 will be on hand. An
upward extension of the CJ family, the CJ4 is currently in the
flight test phase of development.  The exhibit also will include
two ValuePlus previously owned Citations: a Citation Excel and
Citation V. A Grand Caravan and Cessna Corvalis TT will be on hand
to represent Cessna's line of turboprop and single-engine piston
models.

"We're going 'back to basics' this year at NBAA, concentrating on
exhibiting our products at the static display and not having a
booth in the convention hall," Mr. Pelton said.  "We do upward of
60 events a year, and NBAA is still one of just a handful of shows
that truly brings people from throughout the world to one place
for business aviation.  This is increasingly important as the
international markets seem less frozen than our domestic market
right now, particularly Western Europe and South America."

                          About Cessna

Based on unit sales, Cessna Aircraft Company is the world's
largest manufacturer of general aviation airplanes.  In 2008,
Cessna delivered 1,301 aircraft, including 467 Citation business
jets, and reported revenues of about $5.662 billion.  Since the
company was originally established in 1927, some 192,000 Cessna
airplanes have been delivered around the world, including more
than 6,000 Citations, making it the largest fleet of business jets
in the world.

Textron Inc. -- http://www.textron.com/-- is a multi-industry
company that leverages its global network of aircraft, defense,
industrial and finance businesses to provide customers with
innovative solutions and services.  Textron is known around the
world for its powerful brands such as Bell Helicopter, Cessna
Aircraft Company, Jacobsen, Kautex, Lycoming, E-Z-GO, Greenlee,
and Textron Systems.

                        *     *     *

Textron Inc. and Textron Financial Corp. each carry 'BB+' issuer
default rating and 'B' short term IDR from Fitch Ratings.  The
ratings and negative outlook for TXT reflect weak operating
results in the Company's Cessna and industrial manufacturing
businesses and concerns about asset quality and liquidity at TFC
as it exits its non-captive portfolio.  Fitch is concerned with
TFC's continued ability to meet maturing debt obligations from the
combination of existing cash balances, net interest income, and
cash flow from the liquidation of portfolio receivables.


THOMAS CHARLES LEACH: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Thomas Charles Leach
           aka Tommy Leach
           dba Two State Auto Sales
        P.O. Box 517
        Siloam Springs, AR 72761

Bankruptcy Case No.: 09-75201

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: Samantha Sizemore Vernetti, Esq.
                  Vernetti Law Office P. A.
                  1400 SW Susana Street, Suite 12
                  Bentonville, AR 72712
                  Email: ssvernetti@vernettilaw.com

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

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

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

The petition was signed by Mr. Leach.


THORNBURG MORTGAGE: U.S. Trustee Objects to Incentive Plan
----------------------------------------------------------
Law360 reports that the U.S. trustee has objected to an emergency
motion filed by TMST Inc., formerly known as Thornburg Mortgage
Inc., for approval of its wind-down employee incentive plan.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TOUSA INC: Bond Prices Rise on Fraudulent Transfer Ruling
---------------------------------------------------------
Bonds issued by Tousa Inc. rocketed up in price October 14
following a ruling by the Bankruptcy Court on Oct. 13 that a $500
million loan in July 2007 was a fraudulent transfer since the
subsidiaries who pledged their assets received minimal value.

Tousa's 9% notes due July 2010 closed Oct. 14 at $53.50, according
to Trace, the bond-price reporting system of the Financial
Industry Regulatory Authority.  Prior to the ruling, the notes
were trading at under $20.  The notes have been trading above the
$50 mark since the ruling.  According to Trace, over $1 million of
the notes were traded at $51.0 on October 19.

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 Official Committee of Unsecured
Creditors 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.

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)


TRANSTEXAS GAS: CEO & Directors Had No Fiduciary to Creditors
-------------------------------------------------------------
WestLaw reports that the liquidator of an oil and gas company
incorporated in Delaware could not bring suit, on behalf of senior
noteholders, against the company's board and chief executive
office, for breach of their fiduciary duties.  Under Delaware law,
the CEO and the board of directors owed no fiduciary duty to the
company's creditors.  U.S. Bank National Ass'n v. Stanley, No. 14-
08-00567-CV, 2009 WL 2933417 (Tex. App. - Hous. (14 Dist.)).

This decision flows from an appeal in U.S. Bank N.A. v. Stanley,
et al., Cause No. 2003-54145 (Tex. Dist. Ct., 133rd Dist., Harris
Cty.).  In the trial court, TransTexas' CEO and directors won
rulings on summary judgment dismissing the Liquidator's claims.

TransTexas Gas Corporation, an oil and gas exploration company,
was incorporated in Delaware and maintained its principal place of
business in Harris County, Texas.  In 1999, TransTexas was
suffering significant liquidity problems, found itself deeply in
debt, and it filed for protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 99-889).  The company was
reorganized in the bankruptcy and emerged under a court-approved
bankruptcy plan that became effective in March 2000.

Under the 2000 plan, certain creditors of TransTexas -- the Senior
Noteholders -- received both Senior Secured Notes and Senior
Preferred Stock.  The notes were to be redeemed in 2005 for
$200 million.  The Senior Noteholders also elected four of the
five members of the company's board of directors, and those
directors hired John R. Stanley as TransTexas' CEO.

After the 2000 reorganization, TransTexas continued to have
financial problems, and by the end of 2002, had it again filed for
bankruptcy (Bankr. S.D. Tex. Case No. 02-21926).  U.S. Bank was
named the liquidating trustee under the terms of a Senior
Noteholders Liquidating Trust Agreement established in connection
with the second Chapter 11 plan confirmed in August 2003.

In September 2003, U.S. Bank sued Mr. Stanley and the directors
"to recover substantial losses and damage suffered by TransTexas .
. . and the holders of Senior Notes."  U .S. Bank alleged that
during the period between the two bankruptcies, the directors
breached their fiduciary obligations by pursing strategies that
they knew or should have known were excessively risky and not in
TransTexas' best interests, and that they knew that these
strategies represented a material conflict of interest between Mr.
Stanley and TransTexas.  Among other things, U.S. Bank alleged
that Mr. Stanley and the directors abdicated their duties and
obligations in corporate governance, expended enormous sums in
unreasonably high-risk oil and gas exploration developments and
prospects, expended unreasonable amounts for general and
administrative expenses, engaged in self-dealing, and pursued an
unsound business strategy resulting in a loss to TransTexas of
over $200 million.  U.S. Bank also alleged that Mr. Stanley
breached his employment agreement.

In 2005, Mr. Stanley and the directors each filed traditional and
no-evidence motions for summary judgment.  Mr. Stanley moved for
traditional summary judgment on the grounds that U.S. Bank's
claims were barred because he and TransTexas executed a valid and
enforceable release, and because U.S. Bank's breach-of-fiduciary-
duty claims were barred by the "exculpatory clause" in
TransTexas's Delaware certificate of incorporation.  Mr. Stanley's
no-evidence motion for summary judgment was based on the grounds
that U.S. Bank had no evidence that he owed any fiduciary
obligations to TransTexas' senior creditors and that TransTexas
suffered any damages as a result of his allegedly wrongful
conduct.

The directors moved for traditional summary judgment on the
grounds that they owed no duty to the Senior Noteholders or other
creditors of TransTexas, they were protected by the exculpatory
provision contained in TransTexas' certificate of incorporation,
and no separate cause of action existed for aiding and abetting
another fiduciary's breach of fiduciary duty to TransTexas.  The
directors also moved for no-evidence summary judgment on the
grounds that U.S. Bank had no evidence that their alleged acts or
omissions fell outside the protections of the business-judgment
rule, that a fiduciary duty existed between them and the Senior
Noteholders or other creditors of TransTexas, that they aided and
abetted Mr. Stanley in his alleged breach of duty, that TransTexas
suffered any monetary loss or other injury, or that any act or
omission by them caused any monetary loss or other injury to
TransTexas or the Senior Noteholders.

U.S. Bank responded to the motions and attached evidence including
the reports of its liability expert, Ralph Hellmold, and its
damages expert, Jon Young.  Mr. Stanley moved to exclude the
experts' testimony and opinions.  Additionally, Mr. Stanley and
the directors each filed objections to U.S. Bank's summary-
judgment evidence.

In June 2007, Mr. Stanley and the directors jointly filed a notice
concerning the Delaware Supreme Court's opinion in North American
Catholic Educational Programming Foundation, Inc. v. Gheewalla,
930 A.2d 92 (Del. 2007), in which the court held that "creditors
of a Delaware corporation that is either insolvent or in the zone
of insolvency have no right, as a matter of law, to assert direct
claims for breach of fiduciary duty against its directors."  Id.
at 94.  Mr. Stanley and the directors urged that this authority
was controlling because, under Gheewalla, they owed no duty to
TransTexas's creditors; therefore their motions for summary
judgment should be granted because U.S. Bank alleged no claims for
damages other than those brought on behalf of third-party
creditors.

In response to the trial court's request for supplemental
briefing, U.S. Bank contended that, as alleged in its second
amended petition, it was assigned all of the claims of TransTexas,
its shareholders and creditors, and the Senior Secured Noteholders
also owned all of the preferred shares and a controlling
percentage of the common stock of TransTexas and elected the board
of directors.  Thus, U.S. Bank argued, the policy underlying the
Gheewalla court's refusal to recognize a direct breach-of-
fiduciary-duty claim by creditors did not exist in this case
because there was no conflict between shareholders and creditors.
Moreover, U.S. Bank urged, Stanley's and the directors' arguments
concerning damages were incorrect because the loss to the
Noteholders was equivalent to the diminution of TransTexas' value.

On May 21, 2008, the trial court signed a final judgment in which
it overruled Mr. Stanley's objections to the experts but granted
Mr. Stanley's and the directors' motions for summary judgment, and
ordered that U.S. Bank take nothing.  U.S. Bank's appeal to the
Texas Court of Appeals followed.


TROPICANA ENT: Noteholders Appeal Denial of Allowance of Fees
-------------------------------------------------------------
Bankruptcy Judge Kevin Carey has denied the Application of the Ad
Hoc Consortium of senior subordinated noteholders for allowance of
administrative expenses.

Pursuant to Sections 503(b)(3)(D) and (b)(4) of the Bankruptcy
Code and Rule 2016 of the Federal Rules of Bankruptcy Procedure,
the members of the former Ad Hoc Consortium of Senior Subordinated
Noteholders sought he allowance of fees for professional services
rendered and reimbursement of allowable expenses incurred in
connection with its motion for an appointment of a Chapter 11
trustee.

The Consortium sought the allowance of an administrative expense
claim, aggregating $2,434,474.  The professional fees amount to
$2,188,995, and expenses incurred total $245,479.

The Consortium, in prosecuting the Trustee Motion, provided a
textbook substantial contribution in these Chapter 11 cases,
David B. Stratton, Esq., in Pepper Hamilton LLP, in Wilmington,
Delaware, asserted.

The Ad Hoc Noteholders Consortium recently notified the Bankruptcy
Court of its intent to appeal, pursuant to Section 158(a)(1) of
the Judiciary and Judicial Procedures Code and Rule 8001(a) of the
Federal Rules of Bankruptcy Procedure, to the U.S. District Court
for the District of Delaware Judge Carey's ruling denying the
Consortium's Administrative Expense Application.

The members of the Ad Hoc Consortium want the U.S. District Court
for the District of Delaware to review whether:

   -- the Bankruptcy Court erred in denying the Consortium's
      Application for allowance of an administrative claim
      pursuant to Sections 503(b)(3) and (b)(4) of the
      Bankruptcy Code for fees and expenses incurred in
      connection with its Trustee Motion, where (i) the Court
      found that the Consortium's prosecution of the Trustee
      Motion had a beneficial effect on the estates and for all
      of the constituents concerned, (ii) the major creditor
      representatives supported the relief sought in the Trustee
      Motion and advocated that the relief would be in the best
      interests of their constituents, and (iii) the Debtors
      expressly acknowledged that the Consortium made a
      substantial contribution to their Chapter 11 cases by
      filing and prosecuting the Trustee Motion;

   -- the Bankruptcy Court erred in denying the Application
      based solely on a finding that the Consortium would have
      prosecuted the Trustee Motion absent an expectation of
      reimbursement from the estate; and

   -- the Bankruptcy Court otherwise erred in denying the
      Application.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TRUE TEMPER: Section 341(a) Meeting Slated for November 12
----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
convene a hearing of creditors of True Temper Sports Inc. and its
debtor-affiliates on Nov. 12, 2009, at 2:00 p.m., at J. Caleb
Boggs Federal Building, 2nd Floor, Room 2112 in Wilmington,
Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.

                         About True Temper

True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world.  True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.

As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.

True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446).  Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort.  Logan & Company serves as claims and notice
agent.  Bankruptcy Judge Peter J. Walsh handles the case.


UAL CORP: Boston Wants to Compel Tax Claim Payment
--------------------------------------------------
The City of Boston, Massachusetts asserts an allowed priority tax
claim against United Air Lines, Inc., for $813,118 arising from
personal property taxes assessed against United as of January 1,
2002.

Peter J. Roberts, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC, in Chicago, Illinois, notes that (i) United did not
elect to pay the City Tax Claim in full in cash on the Second
Amended Joint Plan of Reorganization's first Periodic
Distribution Date, and (ii) the parties did not agree to
alternative treatment.  Thus, the Plan entitled the City to
receive deferred quarterly payments on or before January 1, 2008,
equal to $813,118, plus simple interest on any outstanding
balance from the Plan's February 1, 2006 Effective Date, he says.

As of October 8, 2009, the City has received nothing on account
of the City Tax Claim, Mr. Roberts discloses.  As of October 1,
2009, the City Tax Claim totaled $947,547, plus accrued interest
for the period commencing on the Effective Date and ending
October 1, 2009, at an annual rate of 5.41% or $100 per day.

Thus, the City asks the Court to (i) direct the Debtors' payment
of the Allowed Priority Tax Claim for $947,547; or (ii) grant the
City relief from any injunction or other provisions of the Plan
or the Confirmation Order that would restrict the City's ability
to sue the Debtors for failure to pay the Tax Claim.

                          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: Earned $27 Million From Stock Sales for Sept. 16-18
-------------------------------------------------------------
In a prospectus supplement dated September 30, 2009, UAL Corp.
informed the Securities and Exchange Commission that it sold
3,086,883 shares of UAL common stock par value $0.01 per share
through Morgan Stanley & Co. Incorporated, as its distribution
agent, during the period from September 16, 2009, through
September 18, 2009, resulting in proceeds of $27,811,539 million.

According to UAL, Morgan Stanley earned an aggregate sales
commission of $556,231.  Thus, UAL said that the aggregate net
proceeds from the sales of common stock are $27,204,593 after
deducting related expenses and Morgan Stanley's commission.

Kathryn A. Mikells, senior vice president and chief financial
officer of UAL, disclosed that no sales of UAL common stock were
made pursuant to the distribution agreements among UAL, J.P.
Morgan Securities, Inc., and Morgan Stanley from January 13, 2009,
through September 15, 2009.  Pursuant to the Distribution
Agreements, UAL has completed the sales of its common stock.  The
last reported sale price of UAL common stock on September 29,
2009, was $9.18 per share.

                          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: Generates $90 Million for Equipment Notes
---------------------------------------------------
United Air Lines, Inc., a wholly-owned subsidiary of UAL
Corporation, announced that it has priced its public offering of
enhanced equipment trust certificates, to refinance an existing
EETC facility that covers a number of the airline's aircraft.

The $659 million financing has an interest rate of 10.40% and a
final expected distribution date of November 1, 2016.

United intends to use the net proceeds to repay at par all of the
$568 million aggregate principal amount related to its outstanding
2001-1 EETC, and will use the approximately $90 million of
remaining net proceeds, after accounting for all transaction-
related fees and expenses, for general corporate purposes.  As a
result of this transaction, principal payment obligations will be
reduced in 2010 by approximately $215 million and in 2011 by
approximately $100 million.

                         *     *     *

In a prospectus supplement and accompanying prospectus describing
the terms of the offering filed with the Securities and Exchange
Commission, United and Wilmington Trust Company, as subordination
agent and pass-through agent trustee under a pass-through trust
formed by United, disclosed that they entered into a Note
Purchase Agreement on October 13, 2009.  The Note Purchase
Agreement provides for the issuance by United of the Equipment
Notes, to redeem at par all of the $568 million aggregate
principal amount of the Equipment Notes relating to United's
outstanding pass-through certificates, series 2001-1B, series
2001-1C and series 2001-1D.  The payment obligations of United
under the equipment note will be guaranteed by UAL.  Wilmington
Trust agreed to purchase Equipment Notes issued under a Trustee
Indenture and Mortgage with respect to each aircraft, entered
into by United and Wilmington Trust, as mortgagee.

Each Indenture contemplates the issuance of the Equipment Notes
in one series, bearing interest at a stated interest of 10.40%
per annum in the aggregate principal amount equal to
$659,107,000.  The Equipment Notes will be purchased by the
Trustee for the Trust using the proceeds from the sale of pass-
through certificates, series 2009-1A.

Pending purchase of the Equipment Notes, the proceeds from the
sale of the Certificates will initially be held in escrow by
Wilmington Trust pursuant to an Escrow and Paying Agent Agreement
dated October 13, 2009, among Wilmington Trust, as escrow agent
with respect to the Trust and paying agent, J.P. Morgan
Securities Inc., Morgan Stanley & Co. Incorporated and Goldman,
Sachs & Co., as underwriters.  The escrowed funds were deposited
with JPMorgan Chase Bank, N.A. as depository under a deposit
agreement with Wilmington Trust.

According to United, the Equipment Notes will be used by United
to finance 16 Airbus aircraft and 15 Boeing aircraft owned by
United.  Payments on the Equipment Notes are held in the pass
through to the certificateholders.

Interest on the Equipment Notes held in the pass-through trust
will be payable on May 1 and November 1 of each year, beginning
May 1, 2010.  Principal paid on the Equipment Notes will be
payable on May 1 and November 1 in scheduled years beginning
May 1, 2010.

Morgan Stanley Bank, N.A., will provide a liquidity facility for
the Certificates.  The liquidity facility is expected to provide
an amount sufficient to pay up to three semi-annual interest
payments on the Certificates.

                     Underwriting Agreement

UAL and United executed on October 5, 2009, an underwriting
agreement with J.P.Morgan Securities Inc. and Morgan Stanley &
Co., on behalf of the underwriters, and JPMorgan Chase Bank,
N.A., as depository in connection with the issuance of the
Certificates at an interest of 10.40% and a final distribution
date of November 1, 2016.  UAL and United will have delivered the
Certificates under the Underwriting Agreement by October 13,
2009.

Pursuant to the Underwriting Agreement, United agreed to cause
the Trust to sell to the underwriters the Certificates in these
aggregate amounts:

  Underwriters                       Amount of Certificates
  ------------                       ----------------------
  J.P. Morgan Securities Inc.              $304,837,000
  Morgan Stanley & Co. Incorporated         304,837,000
  Goldman, Sachs & Co.                       49,433,000

United will pay the underwriters a commission of $9,886,605.
United expects to incur, excluding underwriting discounts and
commissions, $4,600,000 in out-of-pocket expenses.  The
underwriters will reimburse UAL up to $988,660.

Morten Beyer Agnew, Inc., CMB/Back LLC and Aircraft Information
Services, Inc. informed the SEC on October 5, 2009, of their
separate consents to the inclusion of their names and reports in
the prospectus supplement.

                          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: S&P Affirms Corporate Credit Ratings at 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
ratings on UAL Corp. (B-/Negative/--) and United Air Lines Inc.
(B-/Negative/--), and removed the ratings from CreditWatch, where
S&P placed them with negative implications on July 22, 2009.  S&P
took various rating actions, mostly upgrades due to substantial
debt amortization and improved collateral coverage, on its ratings
of United's pass-through certificates, and removed those ratings
from CreditWatch.

"We based the ratings affirmation on Chicago-based UAL and
subsidiary United on better near-term liquidity, which materially
improves the company's prospects of avoiding financial distress
this winter and benefiting from what appears to be the beginning
of a gradual improvement in airline industry revenues," said
Standard & Poor's credit analyst Betsy R.  Snyder.  Since the end
of the second quarter, when UAL had $2.6 billion of unrestricted
cash and short-term investments, the company has raised more than
$300 million through new secured debt (including net cash from the
2009-1 pass-through certificates that refinanced United's 2001-1
certificates), $300 million from senior convertible notes, and
close to $200 million from equity issuance.

The negative outlook reflects S&P's continuing concerns that
either renewed economic weakness or a renewed spike in fuel prices
could widen losses and drain liquidity.  S&P could lower its
ratings on UAL and United if unrestricted cash continues to fall
below $2.5 billion.  In assessing the credit implications of any
liquidity level, S&P would also consider normal seasonal changes
in cash and air traffic liability (cash levels fluctuate somewhat
with seasonal ticket purchasing patterns, with the end of the
second quarter near the high point and the end of the fourth
quarter near the low point), upcoming debt maturities and other
claims on cash, and the company's expected operating cash flows.
"We do not foresee raising the corporate credit ratings over the
next year, but could revise S&P's outlook to stable if the company
returns to profitability, and it appears that trend is
sustainable," she continued.


USTRIVE2 INC: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ustrive2, Inc.
        1850 N. Central Ave, Suite 1025
        Phoenix, AZ 85004

Bankruptcy Case No.: 09-26220

Chapter 11 Petition Date: October 16, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Michael W. Carmel, Esq.
                  80 E. Columbus Ave
                  Phoenix, AZ 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144
                  Email: michael@mcarmellaw.com

Estimated Assets: $0 to $50,000

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

According to the schedules, the Company has assets of at least $0,
and total debts of $1,176,656.

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

             http://bankrupt.com/misc/azb09-26220.pdf

The petition was signed by Jeffrey Kukowski, chief executive
officer of the Company.


VALENCE TECHNOLOGY: Berg & Berg Loan Maturity Extended to 2012
--------------------------------------------------------------
Valence Technology, Inc., and Berg & Berg Enterprises, LLC, are
parties to two loan agreements dated July 17, 1990 and October 5,
2001, respectively, both as amended.  On October 13, 2009, Berg &
Berg and the Company agreed to amend these loan agreements to
extend the maturity date of the loans from September 30, 2010 to
September 30, 2012.

                About Valence Technology Inc.

Valence Technology Inc. (NASDAQ:VLNC) -- http://www.valence.com/
-- develops and markets the industry's commercially available,
safe, large-format family of lithium phosphate rechargeable
batteries.  Valence holds a worldwide portfolio of issued and
pending patents relating to its lithium phosphate rechargeable
batteries.  The company has facilities in Austin, Texas; Las
Vegas, Nevada; Mallusk, Northern Ireland and Suzhou, China.

                    Going Concern Doubt

On June 5, 2009, PMB Helin Donovan, LLP, in Austin, Texas,
expressed substantial doubt about Valence Technology's ability to
continue as a going concern after it audited the company's
financial statements for the fiscal years ended March 31, 2009,
2008 and 2007.  The firm pointed to the company's recurring losses
from operations, negative cash flows from operations, and net
stockholders' capital deficiency.


VALENCE TECHNOLOGY: Sees $2.9MM Impairment Charge on China Fire
---------------------------------------------------------------
Valence Technology, Inc., reports that on October 13, 2009,
management of the Company concluded that, as a result of damage
caused by a fire in a leased, unoccupied, offsite warehouse
facility housing certain of its raw materials, finished goods
inventory, and fixed assets, in Suzhou, China, a material charge
for impairment with respect to certain inventory and fixed assets
is required under generally accepted accounting principles.
Ongoing Valence manufacturing operations in the Company's cathode
powder plant and system assembly plant were not affected.

The materials consumed were not being used for current production,
and therefore the fire has not affected the Company's ability to
meet deliveries to its customers and end-users.  In addition,
based on the results of the investigation conducted by local
Chinese authorities, the cause of the fire was not determinable.
It is management's opinion that the Company's inventory, and more
specifically, its lithium phosphate battery powder, was neither
the cause of nor contributed to the fire or its damage.

After an assessment of the damage sustained at this facility,
management determined that a charge for impairment was required
because under Accounting Standards Codification 360-10-40-4, the
Company must record an impairment charge when the carrying amount
of a long-lived asset or asset group exceeds its fair value.  As a
result, the Company estimates it will record an impairment charge
from approximately $1.5 million to $2.9 million in the second
fiscal quarter of 2010.  All worldwide Valence assets are insured,
therefore the Company believes it is probable that insurance
proceeds will cover all of the loss incurred.  However, within
established GAAP guidelines, the Company is required to record an
impairment charge estimated to be from approximately $1.5 million
to $2.9 million, and to record an offsetting insurance recovery of
approximately $1.5 million to $2.9 million.  Accordingly, as a
result of the expected offsetting insurance recovery, which may
not be determinable as of the second fiscal quarter of 2010, the
impairment charge should have no impact on the Company's net
income for the fiscal year of 2010.

In addition to the impairment charges, the Company also expects to
incur a liability of approximately $800,000 for the payment of
Chinese VAT with respect to the as-yet-untaxed and unused
inventory which was consumed by the fire, which also should also
be covered by insurance.  Valence expects this payment will be due
during the Company's third fiscal quarter of 2010.

The impairment charge, tax liability, and the corresponding
insurance receivable bear no relationship to the insurance claims
which the Company has submitted or will likely submit with respect
to the damage to its inventory and fixed assets, as well as the
other costs it has incurred as a result of the fire; rather, the
impairment charge and its related insurance receivable relate to
the net book value of the assets that were impaired.  To the
extent that insurance proceeds, which are on an incurred costs
basis for inventory and a replacement cost basis for fixed assets,
ultimately exceed the net book value of the damaged inventory and
assets, a gain could be recorded in the period when all
contingencies related to the insurance claim have been resolved,
including the cash payment of Chinese VAT liability.  While the
Company expects the insurance proceeds will be sufficient to cover
the entire incurred cost of the inventory and the replacement cost
of the fixed assets at the damaged facility, as well as a portion
of the other costs it has incurred as a result of the fire,
certain deductibles and limitations will apply.  No determination
has been made as to the total amount or timing of the receipt of
those insurance proceeds, and those insurance proceeds may not be
sufficient to cover the incurred costs of inventory, replacement
costs of the fixed assets, and the other costs it has incurred as
a result of the fire.

                About Valence Technology Inc.

Valence Technology Inc. (NASDAQ:VLNC) -- http://www.valence.com/
-- develops and markets the industry's commercially available,
safe, large-format family of lithium phosphate rechargeable
batteries.  Valence holds a worldwide portfolio of issued and
pending patents relating to its lithium phosphate rechargeable
batteries.  The company has facilities in Austin, Texas; Las
Vegas, Nevada; Mallusk, Northern Ireland and Suzhou, China.

                    Going Concern Doubt

On June 5, 2009, PMB Helin Donovan, LLP, in Austin, Texas,
expressed substantial doubt about Valence Technology's ability to
continue as a going concern after it audited the company's
financial statements for the fiscal years ended March 31, 2009,
2008 and 2007.  The firm pointed to the company's recurring losses
from operations, negative cash flows from operations, and net
stockholders' capital deficiency.


VALENCE TECHNOLOGY: Seaside 88 to Buy Shares Over Next 12 Mos.
--------------------------------------------------------------
Valence Technology, Inc., on October 14, 2009, entered into a
Common Stock Purchase Agreement with Seaside 88, LP, relating to
the offering and sale of up to 16,900,000 shares of the Company's
common stock, par value $0.001 per share.

The Agreement requires the Company to issue and sell, and Seaside
to purchase, up to 650,000 shares of Common Stock once every two
weeks, subject to the satisfaction of customary closing
conditions, beginning on October 15, 2009, and ending by the date
that is 52 weeks subsequent to the Initial Closing.

On October 15, Valence and Seaside were expected to close the
first sale of 650,000 shares for gross proceeds of $947,770.

"The expected proceeds from this financing will be used for
working capital and general corporate purposes, including our
ongoing sales and marketing and research and development
programs," said Robert L. Kanode, Valence Technology president and
CEO.  "We welcome Seaside's investment and appreciate the
continued support from all our shareholders."

At the Initial Closing and at each subsequent closing, on each
14th day thereafter, the offering price of the Common Stock will
equal 88% of the volume weighted average trading price of the
Common Stock for the 10 consecutive trading days immediately
preceding each subsequent closing date.  If, with respect to any
subsequent closing, the volume weighted average trading price of
the Common Stock for the three trading days immediately prior to
such closing is below $1.00 per share, then the particular
subsequent closing will not occur and the aggregate number of
Shares to be purchased shall be reduced by 650,000 shares of
Common Stock.

The Agreement provides that the Company may, at its sole
discretion, upon 30 days' prior written notice to Seaside,
terminate the Agreement after the fifth subsequent closing (i.e.,
after six closings).  The Agreement contains representations and
warranties and covenants for each party, which must be true and
have been performed at each closing.  In addition, Seaside has
agreed not to engage in short sales of the Company's Common Stock
during the term of the Agreement.

The Company has agreed to indemnify and hold harmless Seaside
against certain liabilities in connection with the issuance and
sale of the Shares under the Agreement.  Assuming a volume
weighted average trading price of $1.45 per share, and an offering
price of $1.45 per share at the initial closing, the Company
expects to raise approximately $947,770 at the initial closing,
before estimated offering expenses, from the sale of the Shares at
such closing.

The Offering is made pursuant to the Company's shelf registration
statement on Form S-3 (File No. 333-148632), which was declared
effective by the Securities and Exchange Commission on January 22,
2008.  The Company, pursuant to Rule 424(b) under the Securities
Act of 1933, filed with the Securities and Exchange Commission a
prospectus supplement relating to the Offering.  The Company said
proceeds before expenses total $24,505,000.

Seaside has also committed in the stock purchase agreement that it
has not sold short any of Valence's shares nor will it do so in
the future while it is a common stockholder.  There are no
warrants associated with this agreement.  Valence has the right to
discontinue the agreement after six closings and under certain
other conditions either party may terminate the stock purchases by
Seaside.

                About Valence Technology Inc.

Valence Technology Inc. (NASDAQ:VLNC) -- http://www.valence.com/
-- develops and markets the industry's commercially available,
safe, large-format family of lithium phosphate rechargeable
batteries.  Valence holds a worldwide portfolio of issued and
pending patents relating to its lithium phosphate rechargeable
batteries.  The company has facilities in Austin, Texas; Las
Vegas, Nevada; Mallusk, Northern Ireland and Suzhou, China.

                    Going Concern Doubt

On June 5, 2009, PMB Helin Donovan, LLP, in Austin, Texas,
expressed substantial doubt about Valence Technology's ability to
continue as a going concern after it audited the company's
financial statements for the fiscal years ended March 31, 2009,
2008 and 2007.  The firm pointed to the company's recurring losses
from operations, negative cash flows from operations, and net
stockholders' capital deficiency.


VALMONT INDUSTRIES: Reports $434-Mil. Sales in Third Quarter
------------------------------------------------------------
Valmont Industries, Inc. reported third quarter sales of $434.0
million compared with $494.8 million for the same period of 2008.
Net earnings for the third quarter were $40.5 million, or $1.53
per diluted share, versus third quarter 2008 net earnings of $37.0
million, or $1.40 per diluted share.

For the first nine months of 2009, sales were $1,388.0 million
versus $1,414.2 million in 2008.  Valmont's nine-month net
earnings were $120.6 million, or $4.59 per diluted share, compared
with 2008 nine-month net earnings of $103.9 million, or $3.95 per
diluted share.

Third Quarter Summary:

"Outstanding results in the Utility Support Structures Segment
along with a slight improvement in the Engineered Support
Structures Segment more than offset significant sales and earnings
declines in our other segments," said Mogens C. Bay, Valmont's
Chairman and Chief Executive Officer.  "Profitability in the
Utility Support Structures Segment was exceptionally strong due to
excellent factory fixed cost and SG&A expense leverage and the
benefit of falling steel costs.

"In the Irrigation Segment, results were significantly lower in
sharp contrast to 2008's record third quarter results.  Lower crop
prices and the outlook for a decline in global farm income in 2009
deterred farmers from purchasing irrigation equipment.

"In our Engineered Support Structures Segment, sales were slightly
higher, largely due to the contribution of acquisitions made after
last year's third quarter.  Sales and earnings improved in
international markets, while North American markets faced
continued weakness in commercial lighting and lower sales in
wireless communication products.

"Coatings Segment revenues were lower due to a general decline in
manufacturing activity as a result of the U.S. economic recession.

"In total, consolidated operating income improved 1.4% and was
14.5% of sales, mostly due to the strong earnings contribution
from the Utility Support Structures Segment."

Third Quarter Segment Review:

Utility Support Structures Segment (35% of 3rd Quarter Net Sales)

Steel and concrete structures for the North American electric
utility industry.

Sales increased 33.4% to $150.7 million compared with $113.0
million in 2008.  The increase in sales reflects higher volumes
and shipments to fulfill project orders that were in backlog.

Driving the demand for Valmont's utility structures is the need to
increase the capacity of the electrical transmission grid
following a period of under-investment.  There is also a drive to
improve the grid's reliability in order to lower the risk of
service interruption.  Increasing investment in wind and solar
farms also adds to the demand for transmission structures.
Valmont expects these trends to continue to support long-term
sales growth in the Utility Support Structures Segment.  Near-term
however, some utilities are deferring projects in response to the
economic recession.  Therefore, we believe that in the short-term,
sales will decline in this segment.

Operating income improved to $40.4 million and was 26.8% of sales
due to better fixed operating cost leverage on increased volumes.
Declines in material costs, particularly steel, also contributed
to the increase in operating income.

Engineered Support Structures Segment (40% of 3rd Quarter Net
Sales)

Structures and specialty structures for lighting and traffic,
wireless communication and overhead signs, worldwide.  Includes
utility structures outside of North America.

Third quarter sales were 1.8% higher at $190.4 million.  In North
America, commercial lighting demand fell due to weakness in
residential and commercial construction markets as a result of the
current economic recession.  In Europe, results were also impacted
by the global recession, however third quarter sales improved due
to an increase in project activity for export.  Acquisitions
completed after the third quarter last year contributed to the
higher sales in Europe.

Specialty structures sales fell in North America, due to lower
levels of activity among wireless carriers.  In the Chinese
market, specialty structures sales were essentially flat and
utility product sales were lower.

Historically, the U.S. Highway bill has been a strong driver of
demand for Valmont's lighting and traffic structures.  The 2005
highway bill was recently extended for a short period of time and
a new highway bill is not expected soon.  Until a new multi-year
highway bill is passed, we will not have good visibility in this
business.

Operating income improved 12% to $18.2 million or 9.6% of segment
sales.  The increase in operating income resulted from improved
results in international markets, operational improvements and the
impact of acquisitions.

Irrigation Segment (17% of 3rd Quarter Net Sales)

Center pivot and linear move mechanized irrigation equipment and
parts for agriculture in global markets.

Sales fell 50% to $75.2 million compared with $150.4 million in
2008.  The company believes the substantial decline in sales was
the result of farmer's expectations for lower crop prices and
income in 2009.

This year's results stand in sharp contrast to the record third
quarter 2008 results . Last year global coarse grain demand was
strong and commodity prices were higher.  Irrigation Segment
results this year also reflect a more normal seasonal pattern than
last year's third quarter.

Operating income declined 78% to $5.6 million due to lower sales
and the associated volume de-leverage of fixed operating costs.

Despite slower demand for irrigation equipment this year, the
company believes nothing has changed in the long-term outlook.  A
growing world population should continue to put increased pressure
on farmers to increase productivity and use less water.  The
company believes Valmont with its leadership position in the
industry is well positioned to benefit from improved demand when
conditions improve.

Coatings Segment (5% of 3rd Quarter Net Sales)

Hot-dip galvanizing, anodizing and powder coatings to protect
against corrosion of steel and aluminum in North American markets.

Sales of $29.7 million were 17.3% below last year.  The sales
decrease reflects the U.S. economic recession and weaker demand
from industrial fabricators.

Operating income declined 18% to $7.6 million.  Despite lower
production volumes, the quality of earnings was maintained with
operating income at 25.6% of segment sales.

Fourth Quarter Outlook:

"Our outlook for the fourth quarter is for lower sales with
earnings similar to last year's levels," Mr. Bay said.  "The
backlog in the utility business is significantly below last year's
levels.  Additionally, the continued global economic recession and
the lack of a multi-year U.S. highway bill constrain growth in our
Engineered Support Structures and Coatings Segments.

"In the Irrigation Segment, fourth quarter results will still be
driven by the weak outlook for lower farm income and crop prices.

"We believe our market leadership positions and industry, product
line and geographic diversification leave us well positioned for
strong performance when the global economic recession abates.  We
participate in attractive markets with solid long-term growth
drivers.  Our global infrastructure businesses support roadway
development and electrification necessary for economic growth.  In
the agricultural markets, our irrigation equipment helps improve
grower productivity and save fresh water resources.  We will
continue to be prudent in our management of capital and maintain a
conservative financial profile."

Valmont Industries, Inc. -- http://www.valmont.com/-- is a global
producer of fabricated metal products and a producer of metal and
concrete pole and tower structures in the engineered support
structures and utilities support structures businesses, and are a
global producer of mechanized irrigation systems in the irrigation
business. The Company also provide metal coating services,
including galvanizing, painting and anodizing in the coatings
business. The pole and tower structures support outdoor lighting
and traffic control fixtures, electrical transmission lines and
related power distribution equipment, wireless communications
equipment and highway signs. The mechanized irrigation equipment
delivers water, chemical fertilizers and pesticides to
agricultural crops. The Company operates in four business
segments: engineered support structures, utility support
structures, coatings and irrigation. In November 2008, the Company
completed the acquisition of Stainton Metal Company Limited.

                           *     *     *

Valmont carries a 'Ba1' corporate family rating from Moody's
Investors Service.  Outlook is positive.


VERASUN ENERGY: Facing Objections to Plan at Confirmation Hearing
-----------------------------------------------------------------
VeraSun Energy Corp. is scheduled to appear before the Bankruptcy
Court on October 23 to seek confirmation of its proposed Chapter
112 plan.

Various parties have filed objections to confirmation of the Plan.

(a) Liberty Mutual

On behalf of Liberty Mutual Insurance Company, Ian Connor
Bifferato, Esq., at Bifferato LLC, in Wilmington, Delaware,
contends that VeraSun Energy Corporation and its debtor
affiliates seek approval of a Joint Plan of Liquidation that
fails:

   (i) to classify claims of holders of lien or property
       interests that prime the rights of the Debtors' secured
       lenders and other constituents that acquired property
       under sale orders previously entered by the United States
       Bankruptcy Court for the District of Delaware; and

  (ii) to otherwise provide a mechanism for recovery of
       collateral or equivalents to pay in full payables owing
       by the Debtors to holders of the lien or property
       interests.

The holders of the lien and property interests are certain
farmers that delivered corn and other grain commodities to one or
more of the Debtors but have not received payment or the return
of the Grain by the Debtors, Mr. Bifferato notes.  He adds that
the Debtors disclosed to Liberty approximately $500,000 in
accounts payable to holders of the lien and property interests in
North Dakota, South Dakota, and Nebraska in connection with
Liberty's withdrawal of its objection to the disclosure statement
describing the Plan.

Liberty issued certain surety bonds in connection with Debtors'
operations in the three states, and while Liberty's actual
obligation, if any, in respect of the payables is unknown, Mr.
Bifferato relates.  He adds that to the extent Liberty has any
obligation under its bonds in respect of the payables, it may, by
subrogation, pursue the Farmers' respective rights as holders of
liens and property interests.

The reserved lien and property interests at issue in Liberty's
Objection relate to payables associated with VeraSun Hankinson
LLC, VeraSun Energy d/b/a VeraSun Aurora, VeraSun Central City
LLC, and VeraSun Ord LLC.

In general, certain statutes in North Dakota, South Dakota and
Nebraska provide that Growers who deliver Grain to the Debtors
retain their ownership interests in the Grain or otherwise hold
first-priority liens in the Grain, Mr. Bifferato notes.  He
asserts that to the extent the Farmers retain ownership interests
in the Grain or otherwise retain first-priority liens in the
Grain, Liberty, as contingent subrogee of the Farmers, reserved
the Farmers' rights and interests in the Grain under Sale Orders
entered by the Court.

Pursuant to the Plan, Claims in each Debtor Group are divided
into lettered Classes.  Class A consists of Prepetition Secured
Lender Claims, while Class B consists of Other Secured Claims.
Claims in Class A "receive, to the extent not previously received
. . . [a] Pro Rata share of the proceeds of the Collateral, if
any, securing [the Debtor's] obligations under the Prepetition
[Secured Lender Agreement]."  Class B claims "receive, to the
extent no previously received . . . [a] Pro Rata share of the
proceeds of the Collateral, if any, securing the Other Secured
Claim . . ."

Although Liberty asserts that the Reserved Grower Interests
should be separately classified, it appears that the Debtors
intend the Farmers' interests to fall within Class B of each
Debtor Group under the Plan, Mr. Bifferato points out.

The mere fact that both classes, as secured creditors, receive
pro rata distributions of collateral is problematic on its face
because it fails to give creditors the benefit of their priority
lien status, Mr. Bifferato explains.  He submits that the
additional problem is that claims in Class A receive
distributions from collateral in which the Reserved Farmer
Interests in Class B have superior rights.

"The net effect is to treat, as subordinate to Class A, the
claims of the Reserved Grower Interests in Class B
notwithstanding that the Growers, and Liberty as contingent
subrogee, prime the rights of the creditors in Class A in
collateral to be distributed to the Prepetition Secured Lenders
either as cash distributions or as credits against Prepetition
Secured Debt," Mr. Bifferato says.

Thus, the Plan should provide a mechanism in which the Debtors or
the Debtors' secured lenders, including the RBF Acquisition
entities for AgStar Financial Services PCA, and buyers, including
Valero Renewable Fuels Company, that acquired grain assets
subject to the Reserved Farmer Interests fund a reserve or
similar collateral pool to apply to claims of the Reserved Farmer
Interests, and Liberty as subrogee, in respect of the Grain
transferred in the acquiring transaction, Mr. Bifferato argues.

To the extent sale proceeds are unavailable from the Debtors as
the result of a Secured Lender Credit bid, the Debtors must
recover cash or cash equivalents from the Secured Lenders to fund
the Grower Payables, Mr. Bifferato says.  He notes that the
Debtors' Plan does not reserve the Debtors' right to pursue a
recovery after Plan confirmation and does not provide any
mechanism to accommodate this process.

For these reasons, Liberty Mutual asserts that the Plan is not
confirmable in its current form and asks the Court not to confirm
it.

(b) First National Bank

First National Bank of Omaha, as the cash management bank for
certain of the Debtors, and the prepetition lender of VeraSun
Energy Corporation and certain of its subsidiaries and
affiliates, says it does not object to the confirmation of the
Plan of Liquidation itself.

However, as a substantial priority administrative creditor of the
Debtors' estates, and in light of the Debtors' of non-payment of
FNBO's fees and expenses to date, FNBO is concerned about the
Debtors' ability to satisfy its administrative claims in full on
the Effective Date.

The Plan contemplates that Allowed Administrative and Allowed
Priority Claims are to be paid in full on the Effective Date of
the Plan, or, for ordinary course Administrative Claims, when the
claims become due.

Tobey M. Daluz, Esq., at Ballard Spahr LLP, in Wilmington,
Delaware, tells the Court that based on prior proceedings, the
allowance of and the arrangement for the payment of FNBO's Claims
was authorized as part of the DIP financing.  He notes that the
other prepetition and DIP lenders have been paid in full as a
result of the Debtors' sale process, and at no point have the
Debtors provided any justification for failing to pay FNBO's
Claims.

Accordingly, to the extent FNBO and the Debtors are unable to
reach an agreement on or before the hearing to confirm the Plan
as to the allowance and payment of FNBO's fees and expenses that
have accrued and remain unpaid to date, FBNO reserves its rights
to raise the matter and other objections at the confirmation
hearing on October 23, 2009.

(c) A&B Process Systems

A&B Process Systems Corp. is the holder of a secured claim
against VeraSun Reynolds LLC, one of the Debtors, by virtue of a
possessory lien on certain steel tubing and related materials of
unknown value delivered to, and partially manufactured by A&B in
connection with the planned construction of an ethanol plant in
Reynolds, Indiana.  A&B performed services and provided products
to a number of the Debtors.

Brian A. Sullivan, Esq., at Werb & Sullivan, in Wilmington,
Delaware, relates that A&B had incomplete information as to which
of the Debtors had purchased the Materials and to preserve all
its lien rights, A&B filed a proof of claim amounting $1,399,446
against the cases of:

  -- VeraSun Reynolds LLC;
  -- VeraSun Hartley LLC;
  -- VeraSun Welcome LLC; and
  -- VeraSun Dyersville LLC.

Mr. Sullivan tells the Court that A&B objects to the Plan because
it does not treat A&B, as the holder of a possessory lien, fairly
and equitably because the Plan strips all liens from property of
the estates as of the Effective Date.

Valid, properly perfected liens are to attach to proceeds, if
any, of the lienholder's collateral but if no proceeds exist as
of the Effective Date, it is unclear what happens to the
lienholder's interests, Mr. Sullivan points out.  He says that
the plan administrator can sell property of the Reorganized
Debtors following the Effective Date but there is no provision
for the attachment of liens to post-Effective Date proceeds.

"Thus, it appears A&B's possessory lien is to be extinguished,
without compensation," Mr. Sullivan tells the Court.

The Plan is further objectionable under Section 1129(b)(1) of the
Bankruptcy Code because A&B's Secured Claim is impaired and there
is no opportunity for A&B to vote on the Plan, Mr. Sullivan
asserts.

For these reasons, A&B asks that the Court deny confirmation of
the Plan.

                  The Liquidating Chapter 11 Plan

VeraSun Energy Corp. is soliciting votes on a Chapter 11 plan in
anticipation of a confirmation hearing scheduled to begin Oct. 23.

The Plan provides for the distribution of substantially all of the
assets of the Debtors to various creditors and to subsequently
wind up the Debtors' corporate affairs.  Creditors are required to
return their ballots by October 16.

VeraSun expects to have as much as $138 million for distribution
under the Plan.  After taking out $24 million for administrative
costs and $5 million for priority claims, up to $99 million will
remain for distribution to unsecured creditors.

The sale of seven plants to Valero Energy Corp. by itself
generated $420 million, not including $18 million of accounts
receivable and $112 million in cash.  VeraSun proceeded to pay off
$301 million in claims held by lenders that financed the Chapter
11 case and had claims secured by the plants.  It later paid off
the remaining $107 million in claims secured by the plants Valero
bought.

The other nine VeraSun plants were sold to secured creditors in
exchange for debt. VeraSun's plants were theoretically capable of
producing 1.64 billion gallons of ethanol annually.

A full-text copy of the Chapter 11 Liquidation Plan is available
for free at http://bankrupt.com/misc/VerSPlan.pdf

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

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Gets Court Nod for CLCX Contract Settlement
-----------------------------------------------------------
VeraSun Energy Corp. and its units sought and obtained authority
from the Court to enter into a Compromise and settlement agreement
concerning assumption and assignment of an executory contract.
The Agreement, which is between CLCX, Inc., Valero Renewable Fuels
Company LLC and Debtor ASA Albion LLC, resolves a dispute between
the parties regarding the assumption and assignment of a contract
to manufacture a customized locomotive for Albion.

Before the Petition Date, CLCX and Albion entered into the CLCX
Albion Process Locomotive Sales Agreement for the remanufacture
of one of three locomotives for Albion.

CLCX and the Debtors were previously parties to three process
locomotive sales agreements pursuant to which CLCX agreed to
sell, build, and deliver semi-reconditioned locomotives to the
Debtors' facilities in Linden, Indiana; Albion, Nebraska; and
Bloomingburg, Ohio.  The Debtors rejected the Linden and
Bloomingburg Contracts.

The Debtors subsequently assumed the CLCX Albion Contract and
assigned it to Valero Renewable Fuels Company LLC after the
Debtors sold substantially all of their assets to Valero.

CLCX disputed the validity of the Contract Assignment and
Assumption Agreement and contended that the assumption and
assignment of the CLCX Albion Contract is void and ineffective
because CLCX never received the Cure Notice, the Sale Order or
the underlying sale motion.

Both the Debtors and Valero dispute CLCX's assertions.

In an effort to resolve their differences, the Debtors, CLCX and
Valero engaged in arm's length negotiations regarding the
assumption and assignment of the CLCX Albion Contract to Valero.

The Settling Parties arrived at an agreement to resolve certain
claims and disputes that exist among them.  In exchange for
Valero's agreement to assume a modified form of the CLCX Albion
Contract CLCX has consented to the Debtors' assumption of the
Modified CLCX Albion Contract and assignment of that contract to
Valero.

The Modified CLCX Albion Contract generally requires Valero to
pay more than the CLCX Albion Contract for the completion the
construction of the "Albion Railcar," and recognizes some
modifications to the time frame for the railcar's production.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Gets Court Nod for Sourcegas & Valero Settlement
----------------------------------------------------------------
VeraSun Energy Corp. and its units obtained approval from the
Court to enter into a settlement agreement with SourceGas
Distribution LLC and Valero Renewable Fuels Company LLC pursuant
to which the Debtors and Valero will each pay $13,500 in cure
costs to SourceGas in consideration of SourceGas' agreement on a
certain contract, which was assumed and assigned to Valero.

No objections were filed to the settlement.

As previously reported, the Debtors sold substantially all of
their assets to Valero.  After the transaction, SourceGas
asserted that the Debtors owe it $32,832 under an agreement,
which ASA Albion LLC, one of the Debtors, entered into with
Kinder Morgan, Inc.  The assets relating to the Agreement was
subsequently sold by Kinder Morgan to SourceGas.

Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, relates that once the agreement is approved
by the Court, both SourceGas and Valero will waive any claims
against the Debtors relating to the Agreement.  He adds that no
party-in-interest would be harmed by the Settlement but rather,
the Settlement will benefit the Debtors, their estates and their
creditors because will avoid litigation and obviate the Debtors'
need to expend the significant time and other resources on the
matter.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERLENER CORPORATION: Chapter 11 Case Summary & Unsecured Creditor
------------------------------------------------------------------
Debtor: Verlener Corporation
        10115 S. Torrence Ave.
        Chicago, IL 60617

Bankruptcy Case No.: 09-38786

Chapter 11 Petition Date: October 16, 2009

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

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

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

Estimated Debts: $500,001 to $1,000,000

According to the schedules, the Company has assets of at least
$500,000 and total debts of $675,000.

The Debtor identified Bank Financial F.S.B. with a debt claim
(real estate located at 10115 S. Torrence, Chicago, IL 60617
estimated value) for $375,000 ($500,000 secured) ($300,000 senior
lien) as its largest unsecured creditor. A full-text copy of the
Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

             http://bankrupt.com/misc/ilnb09-38786.pdf

The petition was signed by Helen Crawley, president of the
Company.


VITESSE SEMICONDUCTOR: Inks Restructuring, Forbearance Pacts
------------------------------------------------------------
Vitesse Semiconductor Corporation on October 19 said that it has
entered into debt restructuring agreements with its major
creditors.  Under one of these agreements, the holders of more
than 96.7% of the Company's 1.5% Convertible Subordinated
Debentures (2024 Debentures) will exchange their 2024 Debentures
for a combination of cash, equity securities, and secured
convertible debentures.  In addition, Vitesse reached a separate
agreement with the holder of the Company's $30 million senior
secured loan to amend the terms of the loan to facilitate the debt
restructuring.

To complete the agreements with the holders of the 2024
Debentures, Vitesse expects to:

   -- Pay approximately $6.4 million as cash consideration to the
      holders of 2024 Debentures that participate in the exchange
      and approximately $3.6 million in cash to satisfy its
      obligations to those holders of 2024 Debentures that are not
      participating in the debt restructuring transaction.

   -- Issue approximately $50 million in aggregate principal
      amount of new convertible secured debentures.  These new
      convertible secured debentures would have a five-year term,
      an 8.0% annual interest rate, and a conversion price of
      $0.225 per share.  The indebtedness under these new
      convertible secured debentures would be secured by a second-
      priority security interest in substantially all of Vitesse's
      assets.

   -- Issue approximately 173 million shares of common stock along
      with approximately 771,000 shares of a new Series B
      Preferred Stock that will be convertible into common stock
      on a 100:1 basis and that will have a dividend preference
      relative to the common stock.  The Series B Preferred Stock
      and the convertible secured debentures include restrictions
      on conversion that prohibit a holder of these securities
      from converting them if it would result in the holder
      beneficially owning more than 9.9% of Vitesse's outstanding
      stock.

Assuming the full conversion of the Series B Preferred Stock into
common stock, Vitesse's outstanding shares would increase from
approximately 231 million to approximately 481 million shares.
The Company does not currently have a sufficient amount of common
stock authorized to permit the conversion of the new convertible
debentures into common stock.

The Company plans to seek shareholder approval of an increase in
the authorized shares of common stock to permit the full
conversion of the convertible secured debentures.  If Vitesse has
not obtained shareholder approval on or prior to February 15,
2010, Vitesse will pay the debenture holders on February 16, 2010,
an additional monthly payment equal to 1.0% of the outstanding
principal amount of the new convertible debentures, and Vitesse
will be required to pay the additional amount each month until it
has obtained shareholder approval.  If Vitesse has not obtained
shareholder approval prior to February 15, 2011, the holders will
have the option to convert the notes for cash as further described
in the new Indenture.

            Amendment to the Senior Secured Loan Terms

In connection with the restructuring of the 2024 Debentures, the
Company will make at least a $5.0 million partial repayment of
Vitesse's senior secured loan.  Beginning on October 16, 2009, the
effective rate on this loan will be 8.5% per annum in cash, plus
2.0% payment-in-kind interest, plus an additional 0.3% payment-in-
kind interest for every $1 million below $15 million of the senior
term loan under the Loan Agreement that is not paid down by the
Company.

            Closing Conditions and Extended Forbearance

The restructuring is subject to a number of closing conditions,
including certain regulatory approvals.  Vitesse currently expects
the restructuring transaction to close prior to November 16, 2009.
In connection with the restructuring agreements, Vitesse entered
into a forbearance agreement with the holders of the 2024
Debentures pursuant to which the forbearing holders of the 2024
Debentures have agreed to not pursue any remedies with respect to
events of default under the 2024 Debentures during the period from
October 16, 2009 until the termination of the restructuring
agreements.  Vitesse has agreed as part of this forbearance
arrangement to enter into an amendment to the Indenture governing
the 2024 Debentures pursuant to which Vitesse agreed to add
subsidiary guarantees and to provide the 2024 Debentures with a
second priority security interest in substantially all of
Vitesse's assets.  Additionally, Vitesse has agreed to pay
additional interest on the 2024 Debentures, which will be deemed
waived in whole or in part depending on when and if the
restructuring transaction closes.

                    Debt Restructuring Process

In November 2008, Vitesse's Board of Directors formed a Strategic
Development Committee (SDC) for the purpose of exploring strategic
alternatives to refinance the 2024 Debentures.  This contemplated
debt restructuring follows a thorough process undertaken by the
Company, working in conjunction with the SDC, to review possible
alternatives, which included discussions with numerous potential
strategic and financial investors as well as the holders of the
2024 Debentures.

Management expects that this debt restructuring will enable a
smooth resolution in the near-term of the issues relating to the
Company's debt.  Management believes that the removal of the
financial risk posed by the repurchase rights of the holders of
the Company's 2024 Debentures and the resulting stronger balance
sheet will also reinforce confidence in the Company's future by
its stakeholders, including its employees, customers, and vendors.

                    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.


VIVOMETRICS INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: VivoMetrics, Inc.
        2351 E. Main Street
        Ventura, CA 93003

Bankruptcy Case No.: 09-14307

Chapter 11 Petition Date: October 16, 2009

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

Debtor's Counsel: Ian Landsberg, Esq.
                  Landsberg Margulies LLP
                  16030 Ventura Blvd Suite 470
                  Encino, CA 91436
                  Tel: (818) 705-2777
                  Fax: (818) 705-3777
                  Email: ilandsberg@lm-lawyers.com

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

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

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

         http://bankrupt.com/misc/cacb09-14307.pdf

The petition was signed by Howard R. Baker, president & CEO of the
Company.


WASHINGTON MUTUAL: Bondholders Can Join Lawsuit vs. FDIC
--------------------------------------------------------
Cary O'Reilly at Bloomberg News reports that U.S. District Judge
Rosemary Collyer ruled that Bank of Scotland Plc and other
bondholders in Washington Mutual Inc. have a right to intervene a
lawsuit against the Federal Deposit Insurance Corp. brought by the
bank's former holding company.  The bondholders have a right to
join the case to protect their interests, the judge ruled.

WMI Investment Corp., the holding company, sued the FDIC in
March, claiming it improperly sold WaMu deposits for less than
what a typical liquidation would have brought.  WMI claimed it was
denied billions of dollars in damages from the seizure and
sale of the assets to JPMorgan Chase & Co. in September 2008.
Bondholders said in court filings that allowing WMI's damages
claim would hurt their chances of recovering what they are owed
in bankruptcy proceedings.

As reported by the TCR on Oct. 8, 2009, certain banks, designating
themselves as the Washington Mutual Bank Bondholders, who hold
claims in connection with notes issued by WaMU, dispute the
Debtors' "unquestionable right" to seek the turnover of $4 billion
in funds held by JPMorgan Chase Bank, National Association.  The
Bank Bondholders further disagree that there is no dispute that
any the Deposits are property of the Debtors' estates.

As previously reported, the Debtors averred that the Funds were
held in six disputed accounts in Washington Mutual Bank in
Henderson, Nevada, and WMB fsb, in Park City, Utah.  They noted
that JPMorgan purchased substantially all of WMB's assets from
the Federal Deposit Insurance Corporation and subsequently,
assumed all of WMB fsb's deposit liabilities by merging WMB fsb
with JPMorgan's own banking operations.

The Debtors are not entitled to a turnover of the Deposits
"because there is a substantial, good faith dispute whether the
Funds are payable to them," Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, contends on
behalf of the Bank Bondholders.

Even if the Deposits otherwise represent a "debt that is property
of the [Debtors' estates] and that is matured, payable on demand,
or payable on order," pursuant to Section 542(b) of the
Bankruptcy Code, the Deposits are not subject to turnover to the
Debtors because the debt "may be offset under Section 553 of [the
Bankruptcy Code] against a claim against the [Debtors],"
including claims of WMB's Receivership Estate, Ms. Jones
explains.

According to Ms. Jones, if and to the extent the purported
deposits are not property of JPMorgan, they belong to the
WMB Receivership Estate or otherwise must be made available first
to satisfy the claims of the Bank Bondholders and other
legitimate creditors of WMB - and not the Debtors.

In addition, any purported transfers from WMB to WMB fsb at the
direction of WaMu -- shortly before the Petition Date and before
WMB was forced into receivership -- are avoidable for the benefit
of the WMB Receivership Estate and its creditors, Ms. Jones
asserts.

To the extent the Debtors may obtain possession or control over
the Deposits, Ms. Jones maintains, those Deposits remain subject
to all competing claims, rights and interests of the Bank
Bondholders and the WMB Receivership Estate as set forth in the
proofs of claims filed in the Debtors' cases by the Bank
Bondholders and the FDIC, in its capacity as WMB Receiver.

The Bank Bondholders, holders of senior notes issued by WMB, seek
to intervene in the Adversary Proceedings between JPM and WaMu to
protect their interests in the Debtors' estates.  The FDIC has
opposed participation by the Bondholders, noting that FDIC is
already statutorily tasked and presumed to adequately represent
the interests of the Receivership estate and its creditors.

The Bank Bondholders consist of Bank of Scotland PLC; Fir Tree
Capital Opportunity Master Fund, L.P.; Fir Tree Mortgage
Opportunity Master Fund, L.P.; Fir Tree Value Master Fund, L.P.;
HFR ED Select Fund IV Master Trust; Lyxorf York Fund Limited;
Marathon Credit Opportunity Master Fund, Ltd.; Marathon Special
Opportunity Master Fund, Ltd.; Permal York Ltd.; The Yarde Fund,
L.P.; The Yarde Fund VI-A, L.P.; The Yarde Fund VII-B, L.P.; The
Yarde Fund VIII, L.P.; The Yarde Fund IX, L.P.; The Yarde Fund
IX-A, L.P.; Yarde Investment Partners (Offshore), Ltd.; Yarde
Investment Partners, L.P.; York Capital Management, L.P.; York
Credit Opportunities Fund, L.P.; York Credit Opportunities Master
Fund, L.P.; York Investment Master Fund, L.P.; York Select, L.P.;
and York Select Master Fund, L.P.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WHITE ENERGY: Plan Exclusivity Extended Until Nov. 16
-----------------------------------------------------
The Bankruptcy Court gave White Energy Inc. a November 16
extension of its exclusive period to file a Chapter 11 plan, Bill
Rochelle at Bloomberg News said.

White Energy had asked for a January 14 extension and said that
it's in "advanced multilateral negotiations" with secured lenders
and the official committee of unsecured creditors over a
reorganization plan.

This is second short exclusivity extension granted to White Energy
since the Official Committee of Unsecured Creditors said
exclusivity should be terminated as it has an agreement with
lenders on a Chapter 11 plan for White Energy.

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- builds and acquires ethanol
production projects.  White Energy's plants have a combined
capacity of producing 240 million gallons of ethanol a year,
making it one of the 10 largest ethanol producers in the U.S. and
the second-largest gluten maker.  Two plants are in Texas with the
third in Kansas.  White spent $323 million building the plants in
Texas.

The Company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601).  Michael R.
Lastowski, Esq., at Duane Morris LLP, represents the Debtors in
their restructuring efforts.  The Debtors tapped The Garden City
Group Inc. as claims agent.  On the petition date, White Energy
disclosed assets and debts ranging from $100 million to
$500 million.


WHITTAKER BUILDERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Whittaker Builders, Inc.
           dba Whittaker Homes
           dba New Town Ice Rink
        3333-4 Rue Royale
        Saint Charles, MO 63301-8237

Bankruptcy Case No.: 09-50336

Chapter 11 Petition Date: October 15, 2009

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

Judge: Charles E. Rendlen III

Debtor's Counsel: Robert A. Breidenbach, Esq.
                  Goldstein and Pressman
                  121 Hunter Ave., Suite 101
                  St. Louis, MO 63124
                  Tel: (314) 727-1717
                  Email: rab@goldsteinpressman.com

                  Steven Goldstein, Esq.
                  Goldstein & Pressman, P.C.
                  121 Hunter Ave., Suite 101
                  St. Louis, MO 63124
                  Tel: (314) 727-1717
                  Fax: (314) 727- 1447
                  Email: stg@goldsteinpressman.com

Estimated Assets: $0 to $50,000

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

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

         http://bankrupt.com/misc/moeb09-50336.pdf

The petition was signed by Gregory G. Whittaker, president of the
Company.


WILLIAM BARAN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William P. Baran, Jr.
        234 S. Main Street
        Lambertville, NJ 08530

Bankruptcy Case No.: 09-37513

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: Allen I. Gorski, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  Email: agorski@teichgroh.com

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

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

According to the schedules, the Company has assets of at least
$6,089,912, and total debts of $5,962,288.

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

         http://bankrupt.com/misc/njb09-37513.pdf

The petition was signed by James Anthony Riels, member/manager of
the Company.


WORLDSPACE INC: Liberty Media in Talks to Buy Assets
----------------------------------------------------
According to Bill Rochelle at Bloomberg News, WorldSpace Inc.,
which is on the verge of running out of money and being forced
into liquidation due to a botched Chapter 11 sale, filed a motion
seeking approval for $4.3 million in secured financing from
Liberty Satellite Radio LLC.  The loan is intended to be what
WorldSpace calls a "potential bridge to a strategic transaction
with" Liberty.  The new loan requires having a contract for the
sale of the business by Oct. 30, when the loan will expire by its
terms.  WorldSpace says that completing a transaction with Liberty
represents the "only hope of confirming a plan and making
distributions to creditors."

Liberty purchased the existing debtor-in-possession loan in early
September.

As reported by the TCR on Sept. 2, 2009, WorldSpace said the
Court-approved deal to sell substantially all of its assets to
Yenura Pte. Ltd. had been terminated by WorldSpace's DIP lenders.
The DIP Lenders exercised their right to terminate the Yenura
purchase agreement after Yenura had defaulted in the payment of
certain amounts payable thereunder and had failed to remedy such
defaults within applicable cure periods.

The Bankruptcy Court in March authorized a sale of the business
for $28 million in cash to Yenura Pte, a company controlled by
WorldSpace's Chief Executive Noah Samara. There were no other
bidders at auction, Mr. Rochelle said.  The sale hasn't been
completed while regulatory approvals are being sought, Mr.
Rochelle said.

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.

The U.S. Trustee for Region 3 appointed creditors to serve on an
official committee of unsecured creditors.  Neil Raymond Lapinski,
Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at Elliot
Greenleaf, represent the Committee as counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $307,382,000 and
total debts of $2,122,904,000.


W.R. GRACE: Court OKs Amended Chartis Insurance Pact
----------------------------------------------------
The Bankruptcy Court approved a settlement agreement reached among
W.R. Grace & Co., Inc., and American Home Assurance Company, AI
Insurance Company, Birmingham Fire Insurance Company of
Pennsylvania, now known as AIG Casualty Company, Granite State
Insurance Company, Illinois National Insurance Company, Insurance
Company of the State of Pennsylvania, Lexington Insurance Company,
National Union Fire Insurance Company of Pittsburgh, Pennsylvania
and New Hampshire Insurance Company -- collectively known as the
Chartis Insurance Companies.

American Home Assurance Company, AI Insurance Company, Birmingham
Fire Insurance Company of Pennsylvania, now known as AIG Casualty
Company, Granite State Insurance Company, Illinois National
Insurance Company, Insurance Company of the State of Pennsylvania,
Lexington Insurance Company, National Union Fire Insurance Company
of Pittsburgh, Pennsylvania and New Hampshire Insurance Company --
collectively known as the Chartis Insurance Companies --  issued
certain policies of insurance that provide insurance coverage to
W.R. Grace & Co. and W.R. Grace & Co.-Conn.

Disputes have arisen between the Debtors and the Chartis Insurance
Companies regarding their rights with respect to the Policies and
insurance agreements reached in November 1995 and November 2000,
which obligated the Companies to make certain payments in
connection with asbestos-related claims.

To resolve the disputes, the Debtors and the Chartis Insurance
Companies entered into an amended agreement, according to David M.
Bernick, Esq., at Kirkland & Ellis LLP, in New York.

The Amended Agreement confers principal benefits on the Debtors'
estate, including, among others:

  (a) Payment by the Chartis Insurance Companies to the Asbestos
      PI Trust in the cumulative amount of $73,897,516, on a
      quarterly basis for 54 months of $4,105,417.  Payments
      will begin on the "trigger date" as set forth in the
      Amended Agreement.

  (b) The Payment does not need litigation to enforce the
      assignment by Grace to the Trust of the 1995 and 2000
      Agreements or the terms of the Subject Policies;

  (c) A compromise of coverage defenses that the Chartis
      Insurance Companies might have with respect to any
      individual Asbestos PI Claim, including notice, trigger of
      coverage, allocation and consent to settle;

  (d) A mutual release from the Chartis Insurance Companies in
      connection with the Policies and the Agreements; and

  (e) the Chartis Insurance Companies withdrawal of all
      objections to confirmation of the Plan.

Mr. Bernick maintains that the Amended Agreement allows the
substantive compromises embodied in the 1995 and 2000 Settlement
Agreements to remain in place, thereby resolving all existing and
potential future disputes between the Stipulating Parties.

If the Amended Agreement is not approved, the Trust likely would
face additional burden and cost in seeking to obtain the benefits
of, and enforcing Grace's rights under, the Policies and the 1995
and 2000 Settlement Agreements, Mr. Bernick tells Judge
Fitzgerald.

The Amended Agreement also removes the Chartis Insurance Companies
as objectors to the confirmation of the Plan, according to Mr.
Bernick.

                         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: Gets Court Nod of Amended Aetna Settlement Pact
-----------------------------------------------------------
W.R. Grace & CO., Inc., and its units obtained approval from
Bankruptcy Judge Judith Fitzgerald of their amended and restated
settlement agreement with The Aetna Casualty and Surety Company,
now known as Travelers Casualty and Surety Company.

Travelers issued certain policies of insurance to W.R. Grace & Co.
and W.R. Grace & Co.-Conn., from which disputes on rights and
obligations have arisen, with respect to coverage for asbestos-
related claims for which the Debtors seek coverage, according to
David M. Bernick, Esq., at Kirkland & Ellis LLP, in New York.

Prior to the Petition Date, the Debtors and Travelers -- which was
then known as Aetna -- reached two separate settlement agreements
on February 20, 1992 and May 22, 1996.  The Debtors contend that
under the 1996 Agreement, Travelers is obligated to provide
reimbursement for indemnity payments made or to be made by Grace
and the Asbestos Personal Injury Trust in connection with
asbestos-related claims, Mr. Bernick relates.

The Plan of Reorganization proposed by the Plan Proponents
contemplates that Asbestos PI Claims will be enjoined and
channeled to the Asbestos PI Trust.  Travelers has objected to the
Plan citing that the Plan contemplates that certain indemnity
claims by Travelers that may arise under the 1992 Agreement and
1996 Agreements would be paid at a discount.

Mr. Bernick specifies that to resolve Travelers' Objections in
full, the Debtors and Travelers stipulate that:

  (a) the benefit of the bargain negotiated by Grace and
      Travelers in the 1996 Agreement is made available to the
      Trust without the need for litigation to enforce
      either the transfer of the 1996 Agreement by Grace to the
      Trust or the specific terms of the 1996 Agreement;

  (b) the full unexhausted remaining limits of the Policies
      subject to the 1996 Agreement are made available to
      reimburse the Trust for payments made to Asbestos PI
      claimants with respect to Asbestos PI claims;

  (c) the Amended Agreement amends and restates the 1996
      Agreement, enabling the processing and payment of claims
      by the Trust under the Trust Distribution Procedures to be
      compliant with the 1996 Agreement, as amended and
      restated;

  (d) the Amended Agreement represents a compromise of defenses
      that Travelers might have with respect to coverage for any
      individual Asbestos PI claim; and

  (e) upon the Court's approval of the Amended Agreement
      Travelers will withdraw all objections to confirmation of
      the Plan.

The Amended Agreement further provides that if the Plan is
confirmed, the Trust would indemnify and hold Travelers harmless
with respect to any claims asserted against Travelers that
constitute Asbestos PI claims that are subject to the Asbestos PI
Channeling injunction, without application of the Payment
Percentage.

The lowest attachment point of the insurance policies whose limits
are made available to reimburse the Trust for payments made to
Asbestos PI claimants under the Amended Agreement is $20 million.

Mr. Bernick notes that the Amended Agreement enables the benefits
of the 1996 Agreement to be available to the Trust for payment of
Asbestos PI claims, which constitute the best interest of the
Debtors, their estates and creditors.  Accordingly, the Amended
Agreement should be approved.

                           *     *     *

The Court held that following the effective date of the Plan, the
Asbestos Personal Injury Trust, upon its creation, will be bound
to the terms of the Amended Agreement as if it were a signatory to
the Amended Agreement as of its execution date.

However, the Court declined to decide at this time whether an
injunction under Section 524(g) of the Bankruptcy Code should be
issued with respect to Travelers, noting that "questions relating
to Section 524(g) are reserved for Plan confirmation proceedings."

All objections to the Amended Agreement that have not been
withdrawn, waived or settled are overruled on the merits, Judge
Fitzgerald said.

                         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 New Hires' Retirement Plan
-------------------------------------------------------
W.R. Grace & Co., Inc. and its units notified the Court and
parties-in-interest that no objections were received with respect
to their request to establish a new defined contribution
retirement arrangement, to replace the current defined
contribution arrangement, for eligible employees of the Debtors
hired on or after January 1, 2010.

Preceding the Petition Date and continuing, newly hired salaried
employees of the Debtors in the United States automatically
commence participation in the W. R. Grace Salaried Retirement Plan
effective one year after the Eligible Employees' hire date.

The Salaried Retirement Plan is a defined benefit pension plan,
qualified under Section 401(a) of the Internal Revenue Code, which
generally provides each retired vested participant with a specific
monthly pension benefit for life, calculated based on the
participant's final average compensation, years of credited
service with the Debtors, and other criteria specified in the
Plan, David M. Bernick, Esq., at Kirkland & Ellis LLP, in New
York, relates.

Mr. Bernick says the Salaried Retirement Plan is the largest
defined benefit plan maintained by, and requires the largest
amount of contributions from, the Debtors, which amounted to
approximately $35.1 million as of 2009.  The benefits under the
Salaried Retirement Plan are paid through a qualified retirement
plan trust that, in turn, is funded by contributions from the
Debtors.

Highly paid Eligible Employees, whose benefits under the Salaried
Retirement Plan are limited under the Internal Revenue Code, are
also entitled to monthly pension payments under the Grace
Supplemental Executive Retirement Plan.  The SERP is a non-
qualified defined benefit retirement plan, which generally mirrors
the provisions of the Salaried Retirement Plan, except that the
SERP pays benefits on the portion of the compensation paid to
highly paid Eligible Employees that exceeds the limits imposed by
the Code, according to Mr. Bernick.

The Debtors will establish a new defined contribution retirement
arrangement, to replace the current defined contribution
arrangement, for eligible employees of the Debtors hired on or
after January 1, 2010.

The Debtors will continue, however, to maintain the existing
defined benefit retirement arrangement for current U.S. eligible
salaried employees and any other employees hired on or prior to
December 31, 2009.

                 Provisions of New Arrangement

The New Arrangement will include a New Defined Contribution
Retirement Plan that will be qualified under Section 401 (a) of
the Internal Revenue Code, as well as a Supplemental Non-qualified
Defined Contribution Plan that will provide defined contribution
benefits attributable to the covered compensation received by
highly paid Eligible Employees in excess of the Code limits
applicable to the New Qualified DC Plan, Mr. Bernick explains.

Current Eligible Employees and other Eligible Employees hired
before January 1, 2010, (i) will continue to participate in, and
receive credited service under, the Salaried Retirement Plan and
the SERP, as appropriate, on and after January 1, 2010, and (ii)
will not be covered by the New Qualified DC Plan or the
Supplemental DC Plan.

The New Qualified DC Plan, which Grace's Board of Directors
approved during its meeting on July 1, 2009, includes these
provisions:

  (1) An account will be established for each Eligible Employee
      hired on or after January 1, 2010, under the New Qualified
      DC Plan.

  (2) The Debtors will commence contributions to that account
      for the Eligible Employee as of the month following the
      month in which the Employee is hired.

  (3) The Debtors will contribute an amount equal to 4% of the
      covered compensation paid to each Eligible Employee, up to
      the compensation and contribution limits imposed by the
      Internal Revenue Code.

  (4) Eligible Employees will become 100% vested in their
      accounts under the New Qualified DC Plan, after 3 years of
      service with the Debtors.

  (5) Each Eligible Employee with an account balance under the
      New Qualified DC Plan will be entitled to invest the
      balance in a range of mutual funds and other investments
      permitted under the Plan.  The Debtors will not make
      investment decisions for these Eligible Employees.

  (6) An Eligible Employee who terminates service with the
      Debtors at the time that he or she has a vested balance in
      his or her account will be entitled to receive that
      balance at the time, and in any of the payment forms,
      available under the New Qualified DC Plan.

  (7) Forfeitures from accounts of unvested, terminated
      participants will be used to offset administrative fees
      and future contributions under the New Qualified DC Plan.

The provisions of the Supplemental DC Plan include:

  (1) A "notional", unfunded account will be established under
      the Supplemental DC Plan, with respect to each Eligible
      Employee who receives covered compensation that exceeds
      the applicable Code limit or whose contributions are
      otherwise limited solely as a result of the Code's
      contribution limits.

  (2) An amount equal to 4% of any covered compensation paid to
      an Eligible Employee, above the limits imposed by the
      Code, will be credited to an account under the
      Supplemental DC Plan for the Eligible Employee.

  (3) The vesting provisions of the Supplemental DC Plan will be
      the same as those under the New Qualified DC Plan.

  (4) The balance of the "notional" account will be credited
      with a specific interest rate, which will be equal to the
      "prime rate."

  (5) An Eligible Employee who terminates service with the
      Debtors at the time that he or she has a vested balance in
      his or her notional account under the Supplemental DC Plan
      will receive that balance as a lump sum as of the month
      following the month of termination.  That balance will be
      paid from the general assets of the Debtors.

The principle cost of implementing the New Arrangement will
generally equal 4% of the covered compensation of newly hired
Eligible Employees, less forfeitures, Mr. Bernick notes.

While the Debtors do not have a targeted objective with respect to
new hires during the next several years, they estimate that they
may hire approximately 200 Eligible Employees in 2010 and 2011,
with an average salary of approximately $87,000.  The hiring
estimates result in these projected cash cost of implementing the
New Arrangement for the next two calendar years:

  Year Cash Cost               Estimate
  --------------               --------
      2010                     $371,000
      2011                   $1,074,000

Mr. Bernick reasons out that implementation of the New Arrangement
for new hires and maintaining the Existing Arrangement for current
employees addresses the concerns of the Debtors' creditors because
these steps will:

  -- begin to reduce the increases in liabilities under the
     Debtors' Defined Benefit Arrangement;

  -- provide competitive retirement benefits to attract new
     Hires; and

  -- help retain current salaried employees, as well as
     encourage their engagement and maintain their morale, by
     satisfying their retirement plan expectations.

                         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: Resolves Sewer Assessments Dispute With Acton
---------------------------------------------------------
W.R. Grace & Co., Inc. and its units ask the Court to approve a
settlement agreement they entered into with the Town of Acton,
Massachusetts, to "resolve with finality" a longstanding dispute
between the parties regarding certain sewer betterment assessments
on certain properties owned by W.R. Grace & Co.-Conn.

The Town of Acton adopted a Sewer Assessment By-Law in 1988, as
amended in 1999, which established procedures for assessment of
properties to be served by the new Middle Fort Pond Brook Sewer
Project.  In March 2001, the Town of Acton offered all owners of
property, which were assigned Estimated Assessments, including the
Debtors, the opportunity to pay the Estimated Assessments over 30
years.

Accepting the proposed Option, the Debtors acknowledged that a
lien would exist against the Property for the unpaid portion of
the total Estimated Assessments.  At the same time, however, the
Debtors preserved their right to appeal the Final Assessments that
accrued.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, recalls that the Sewer Betterment
Assessments were previously addressed by a settlement agreement
dated October 1, 2008, between the Debtors and Town of Acton,
which resolved tax abatement issues and provided procedures to
resolve the Assessments.

Negotiations pursuant to the 2008 Settlement Agreement have now
resulted in the 2009 Settlement Agreement, Ms. Jones says.

The key terms of the 2009 Settlement Agreement provide for

  (1) allowance of the Town of Acton's Claim No. 4384, as an
      Administrative Expense Claim for $2,162,677;

  (2) agreement of (i) the Town of Acton to abate the Sewer
      Betterment Assessments and (ii) the Debtors to make
      payments in satisfaction, and acknowledge the security, of
      those Assessments

  (3) the Parties' agreement of the amount of permitted sewer
      usage in the event that Grace's Acton Property is
      developed in the future; and

  (4) granting a conservation restriction.

Ms. Jones reasons out that the 2009 Settlement Agreement warrants
approval because it resolves a longstanding issue regarding the
Sewer Betterment Assessments, pursuant to which the Debtors faced
significant legal risk.  In addition, the Agreement reduces and
fixes the Debtors' obligations as to the Assessments and provides
certainty to creditors regarding those obligations.

Moreover, the Agreement obviates any risk to the Debtors of
additional or increased obligations arising from the Sewer
Betterment Assessments.  Settling the Claims pursuant to the
Assessments will curtail potentially significant transaction and
litigation costs from accruing in the future, Ms. Jones tells
Judge Fitzgerald.

                         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)


XENA EXPRESS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Xena Express, Inc.
           fka Pet Friendly, Inc.
        21520 County Road 68 North
        Robertsdale, AL 36567

Bankruptcy Case No.: 09-14817

Chapter 11 Petition Date: October 15, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  P.O. BOX 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  Email: igpc@irvingrodskypc.com

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

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

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

The petition was signed by Teresa Y. Weinacker, president of the
Company.


* Bankruptcy Filings in Wisconsin Up 31% in Third Quarter 2009
--------------------------------------------------------------
Bankruptcy filings in Wisconsin increased 31% to 20,980 in the
third quarter 2009, compared to 15,980 in the same period last
year, court documents say.  Citing bankruptcy lawyers, Paul Gores
at American Chronicle relates that among those declaring
themselves insolvent are small-business operators and real estate
owners who have burned through retirement savings and home equity
in the hope that the economy would turn around in time to save
them.


* Cash for Clunker Mortgages Program Unveiled
---------------------------------------------
The Cash for Clunker Cars program ended on August 24, but another
stimulus program has recently been established.  The Cash for
Clunker Mortgages program begins October 19 and enables holders of
nonperforming mortgages to trade them in for cash.

Holders of nonperforming First Mortgages are losing money each
month as holding costs accrue and property values deteriorate.  In
an effort to allow lenders and servicers to focus their efforts on
the loans more likely to qualify for the Home Affordable Mortgage
Program, Cash for Clunker Mortgages will pay competitive prices
for nonperforming First Mortgages.  Nonperforming loans,
particularly those in bankruptcy or other litigation, demand a
disproportionate amount of time and effort to service.  Thus,
loans eligible for Cash for Clunker Mortgages include charge offs,
those secured by low-value homes and those owned by borrowers in
bankruptcy or litigation, all of which are high maintenance for
the servicing industry.

In an effort to provide prompt dispositions of these assets,
Preliminary Indicative Bids will be furnished within 48-hours.
Once the Preliminary Indicative Bid is approved by the seller, due
diligence will be completed on the mortgages.  Funding typically
occurs within 3 to 4 weeks of receiving summary loan data.  Cash
for Clunker Mortgages is open to all holders of nonperforming
mortgages secured by single family homes and 2 - 4 unit properties
anywhere in the United States. F urthermore, both bulk pools and
single assets are eligible.

Cash for Clunker Mortgages is administered by American Homeowner
Preservation LLC, of Cincinnati, Ohio. Summary loan data may be
submitted by:

   E-mail:clunkers@ahphelp.com
   Fax: 513.729.9720
   Call: 800.555.1055
   Visit: http://www.ahphelp.com/clunkers


* FDIC Offers Six-Month Emergency Guarantee Facility
----------------------------------------------------
The Federal Deposit Insurance Corp. following a board meeting on
October 20 has decided to allow its debt guarantee program, a
component of the FDIC's Temporary Liquidity Guarantee Program, to
expire on October 31, 2009 and to establish a six-month emergency
guarantee facility

In October 2008, the FDIC adopted the TLGP, which was part of a
coordinated effort by the FDIC and other federal agencies to
address disruptions in credit markets and the resultant inability
of financial institutions to obtain funding and make loans to
creditworthy borrowers.  The DGP permitted participating entities
to issue FDIC-guaranteed senior unsecured debt until June 30, 2009
-- and until October 31, 2009 for some entities -- with the FDIC's
guarantee for the debt to expire no later than June 30, 2012.

Since the domestic credit and liquidity markets appeared to be
improving, the Board adopted a Notice of Proposed Rulemaking (NPR)
on September 9, 2009 that offered two alternatives to phasing out
the DGP.  Under Alternative A, the DGP would expire as provided in
the FDIC's existing regulation on October 31, 2009, with the
FDIC's guarantee for such debt expiring no later than December 31,
2012.  Under Alternative B, the DGP would expire for most
participating entities as provided in the current regulation, and
the FDIC would establish a limited six-month emergency guarantee
facility to be made available in emergency circumstances to IDIs
and certain entities participating in the DGP.

The FDIC has elected to adopt Alternative B.

The FDIC is establishing a limited, six-month emergency guarantee
facility upon expiration of the basic DGP on October 31, 2009.
All entities that have issued FDIC-guaranteed senior unsecured
debt on or before September 9, 2009, are permitted to apply to the
FDIC for access to the emergency guarantee facility.

The Final Rule adopts Alternative B's requirement that the FDIC
consider applications to use the emergency guarantee facility on a
limited, case-by-case basis. Under the Final Rule, FDIC prior
approval may be granted when an applicant demonstrates an
inability to issue non-guaranteed debt to replace maturing senior
unsecured debt as a result of market disruptions or other
circumstances beyond the applicant's control. If approved, an
applicant is permitted to issue FDIC-guaranteed senior unsecured
debt through and including April 30, 2010, with the FDIC's
guarantee for such debt expiring no later than December 31, 2012.

"We should be clear that this is not a continuation of the
program but an ending of the program," FDIC Chairman Sheila Bair
said at the board meeting in Washington, according to Bloomberg.

The FDIC has guaranteed $309.4 billion in outstanding debt as of
mid-October under the DGP.  Citigroup borrowed $60.4 billion
through the program, GE Capital issued $59.4 billion and Bank of
America sold $44.5 billion of FDIC-guaranteed debt.

Goldman Sachs Group Inc. was the first bank to use the program,
selling $5 billion of FDIC-backed bonds on Nov. 25, according to
data compiled by Bloomberg.

                  Community Banks Under Pressure

FDIC Chairman Sheila Bair said in an interview with USA Today that
U.S. community banks face increasing pressure from a deteriorating
commercial real-estate market, economic weakness and competition
from large institutions deemed too big to fail.  Ms. Bair added
that implicit government support for large financial institutions
has put smaller banks at a competitive disadvantage, making it
"more expensive for them to raise capital and secure funding," the
newspaper reported.

Bair added that bank failures will continue at a strong pace this
year and said the number of failures isn't likely to reach the
1,373 that occurred from 1985 to 1992 during the savings-and-loan
crisis, USA Today reported.


* Foreclosures Force Ex-Homeowners to Turn to Shelters
------------------------------------------------------
ABI reports that growing numbers of Americans who have lost houses
to foreclosure are landing in homeless shelters, according to
social service groups and a recent report by a coalition of
housing advocates.


* Municipal Bond Defaults Top $4 Billion Amid Real Estate Swoon
---------------------------------------------------------------
Municipal bond defaults soared past $4 billion for the year
through the end of September, driven partly by the bursting of the
real estate bubble, Michael McDonald at Bloomberg News reported,
citing the Distressed Debt Securities Newsletter.

There were 137 defaults totaling $4.2 billion in the period,
including more than $1 billion in the third quarter, according to
the newsletter.  The pace trails the 12-month record of 2008, when
there were 150 defaults totaling $7.8 billion, including a $3.8
billion sewer bond issue by Jefferson County, Alabama, according
to the newsletter.


* Kasey Clark Offers Documentation Preparation Support
------------------------------------------------------
Kasey Clark Consulting is providing certified virtual bankruptcy
assistance to bankruptcy attorneys.  Kasey Clark is an essential
resource to bankruptcy attorneys whose business has more than
tripled and do not have the financial resources to hire additional
office personnel.

Kasey Clark, owner of KaseyClarkConsulting.com, offers virtual
bankruptcy legal assistance to attorneys.  As a virtual bankruptcy
assistant, Kasey Clark offers attorneys a hassle free solution
without the expense of hiring and training additional office
personnel.  Through Kasey Clark, attorneys have benefited by
reducing unnecessary phone calls by 85% while increasing revenues
up to 50%.

Kasey Clark holds two certifications in Chapter 7 and Chapter 13
Debtor Bankruptcy laws, working directly under the supervision of
attorneys.


* Hotel Asset Recovery Team to Help Grand Strand Hotel Owners
-------------------------------------------------------------
A group of leading hotel and commercial real estate executives
have formed a hotel asset recovery company to help Grand Strand
hospitality real estate owners, lenders and special servicers work
through the worst crisis in the area in more than 50 years.  The
firm also has the capacity and expertise to provide services
regionally and nationally in support of its clients' needs.

Called Tradd Hospitality Resources, the new company's principals
include hotelier Doug Billings and real estate executives Scott
McNew, CCIM, SIOR, and Brown Bethune, CCIM, senior advisors of
Myrtle Beach-based Tradd Commercial, a major Grand Strand real
estate organization that has completed more than 1,000 commercial
real estate transactions.  Mr. Billings will act as managing
director and broker-in-charge of Tradd Hospitality Resources, and
will call upon the expertise of its 12 hotel and real estate
executives with more than 175 years of experience.

Tradd Hospitality Resources will be the only firm in the Grand
Strand market to offer owners, lenders and special servicers the
full range of hotel asset recovery services, including: qualified
receivership, hotel and condominium management, asset management,
repositioning of assets, hospitality asset valuation services,
Home Owners Association management and brokerage.  The company may
assist national and local investors in developing funds to acquire
distressed hotel assets either wholly owned or in joint venture
partnerships.

Mr. Billings' background includes more than 35 years in hotel and
resort operations, acquisitions/divestments and asset management.
Mr. Billings created and led the Hotel and Hospitality Products
Marketing Division of the Resolution Trust Corporation (RTC) in
the early 1990s, the last major hospitality financial crisis.
During his tenure there, he was involved in the marketing of more
than 400 hotels and personal transaction activity was more than $2
billion. Billings previously was chief executive manager of
Moonraker Management, a privately held company that operated
hotels, condominiums and resorts in the Grand Strand market.

"I have been through four major hotel real estate cycles, and this
is a once-in-a-generation situation," Mr. Billings said.  "On a
national basis, it is expected that this will be the largest
transfer of hotel wealth in history, as bankruptcies and
foreclosures escalate.  A large number of hotels in the U.S.,
particularly those built in the last five years, are distressed.
The Wall Street Journal recently estimated that more than $125
billion of commercial loans are in default.  It is estimated that
more than $10 billion in hotel loans are coming due in the next 18
months and there is little to no ability to refinance them as the
value of hotels has dropped by as much as 30 to 50 percent in some
markets.  It is not fully clear if the Myrtle Beach market will be
as hard hit, but it is highly likely that it will suffer
significantly.  We have spoken to a number of lenders with
properties in the market, and they have significant concerns about
the market.

"The Grand Strand hotel market is unlike any other in the U.S.,"
Billings noted.  "For the past few years, the area has attracted
approximately 14 million guests.  However, with some 100,000 rooms
in the market, we have the capacity to serve 20 million guests.
As a market overall, we average only about 50 percent occupancy,
which makes hotel ownership and management very challenging.

"We have the expertise and systems in place to take over
management of single assets or portfolios immediately, asset
manage and operate them, provide a value opinion, develop the
appropriate buy, sell or hold strategy and offer comprehensive
hotel brokerage services.

"The Grand Strand, a 60-mile string of resort towns along the
Atlantic Coast of South Carolina, comprises numerous micro-markets
that require substantially different marketing, positioning and
operating strategies," Mr. Billings added.  "In my years operating
in this market, I have learned that outsiders coming into the
market have an extraordinarily difficult time operating here.
With significant local market experience, we are the only company
that has the expertise to work with both local owners, as well as
outside investors.  We believe that we will be able to help bring
order to the market and stabilize a substantial number of troubled
hospitality assets."

Mr. Billings is a former executive vice president of CapStar Hotel
Company, predecessor to what today is the nation's largest
independent hotel management company, and is a former executive
vice president of Chicago-based Hostmark Management Group, another
major hotel management company.  Mr. Billings is a past officer
and board member of the International Association of Holiday Inns
and was an inaugural member of the Advisory Board for the Resort
and Tourism Management Program at Coastal Carolina University.

Mr. McNew is senior advisor for Tradd Commercial.  Mr. McNew has
been involved in more than 250 transactions during his career.
Earlier in his career Mr. McNew was senior analyst with Horry
County Assessor's Office, where he was responsible for hotel and
golf course valuations, the design of a neighborhood coding scheme
and the development of valuation models and procedures.  Mr. McNew
is a licensed real estate broker in South Carolina and North
Carolina and a Certified General Appraiser in South Carolina.

Mr. Bethune is a senior advisor for Tradd Commercial. He has
closed more than 500 transactions, including a number of
hospitality real estate assets.  With more than 25 years brokerage
experience, he has been ranked nationally as a top producer. He is
a licensed real estate broker in South Carolina.  Mr. Bethune is a
former member of the City of Myrtle Beach Zoning Board of Appeals
and currently serves as vice chairman of the City of Myrtle Beach
Community Appearance Board.

Founded in 2005, Tradd Commercial --
http://www.traddcommercial.com/-- is a leading commercial real
estate brokerage and advisory firm.  The company's services
include brokerage, property management, and the full range of real
estate advisory services.


* Marks Paneth & Shron Discusses Fresh-Start Reporting
------------------------------------------------------
John Bonora CPA/ABV, CFE, director in Marks Paneth & Shron's
Litigation and Corporate Financial Advisory Services Group, has
published an article in the July/August 2009 issue of ABI Journal
that details the requirements for Fresh-start Reporting and the
intricacies of the reporting process.

The prolonged economic downturn has brought about a surge in
bankruptcies.  While bankruptcy is a significant challenge in the
life of any business, it also represents an opportunity to take a
structured path toward improved financial health and to emerge as
a sound organization going forward.  Fresh-start reporting allows
a company that meets the criteria to effectively clear its books
and establish itself as a new entity with a clean balance sheet.

In the article, Mr. Bonora describes:

   --  The central role of fair-value accounting in arriving
       at a fresh-start valuation.

   --  The many closely timed steps required to establish fair
       value for the emerging entity.

                          About MP&S

Marks Paneth & Shron LLP (MP&S)-- http://www.markspaneth.com/.--
is an accounting firm with nearly 500 people, approximately 70 of
whom are partners and principals. The firm provides businesses
with a full range of auditing, accounting, tax, restructuring and
bankruptcy services as well as litigation and corporate financial
advisory services to domestic and international clients.  The firm
also specializes in providing tax advisory and consulting for high
net worth individuals and their families, as well as a wide range
of services for international, real estate, media, entertainment,
nonprofit, professional and financial services and energy clients.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: October 5, 2009



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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