TCR_Public/091022.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 22, 2009, Vol. 13, No. 292

                            Headlines

3H RIVER: First Lender Gets Relief from Automatic Stay
ADVENTRX PHARMACEUTICALS: Gets Financing, Cancels Delisting
AF EVANS: City of Pittsburg to Buy Vidrio for $9.2 Million
AFFINITY GROUP: Institutional Lenders Move Payment Date to Oct. 23
AIR-BANK INC: Teletouch Foreclosed on Assets

AIRBORNE HEALTH: S&P Withdraws 'D' Corporate Credit Rating
ALION SCIENCE: Moody's Cuts Corporate Family Rating to 'Caa3'
AMBRILIA BIOPHARMA: Ends License & Supply Deal With Teva
AMBRILIA BIOPHARMA: Provides Bi-Weekly Default Status Report
AMERICAN FIBERS: Reorganization Case Converted to Chapter 7

AMERICAN FIBERS: Section 341(a) Meeting Scheduled for November 10
AMR CORP: Reports $359 Million Third Quarter 2009 Net Loss
ANDRE PURUGANAN: Case Summary & 8 Largest Unsecured Creditors
ASSET RESOLUTION: Selects Klestadt & Winters as Counsel
ASYST TECHNOLOGIES: Gets Green Light To Probe Asset Sale

AURORA OIL: Court to Approve Exclusivity Extension on November 4
AUTOBACS STRAUSS: Aims to Sue Former Owner Autobacs Seven
BLUE SKY: Wants to Sell Skid Steer to Pay Secured Creditor
BAYWOOD INTERNATIONAL: Closes Sale of Nutritional Specialties
BERRY PLASTICS: To Acquire Reorganized Pliant Corp.

BIRMINGHAM CULTURAL: City Stages Organizers to be Arrested
BORIS AVETISYAN: Case Summary & 8 Largest Unsecured Creditors
BSC DEV'T: Potential Buyers Allegedly Breach Purchase Pact
CAPMARK FINANCIAL: Sumitomo Sues Credit Suisse for Loan
CARITAS HEALTHCARE: Guttman's Group Wins Auction of 2 Hospitals

CATHOLIC CHURCH: Court Denies Fairbanks Plan Outline
CATHOLIC CHURCH: Fairbanks Creditors Not Allowed to Sue Holy See
CATHOLIC CHURCH: Fairbanks Exclusive Period Extended to Nov. 1
CATHOLIC CHURCH: Delaware Diocese Wants Suits vs. Priests Stayed
CATHOLIC CHURCH: Delaware Diocese Proposes to Pay Employees

CELLU TISSUE: S-1 Registration Won't Affect S&P's 'B' Rating
CENVEO INC: S&P Assigns 'B-' Rating on $1 Bil. SEC Registration
CHAPARRAL ENERGY: Moody's Reviews 'Caa3' on Merger to Chaparral
CHEMTURA CORP: Fona Int'l Opposes Injunction for Diacetyl Suits
CHEMTURA CORP: Wins Nod to Hire Baker & MacKenzie as Counsel

CHEMTURA CORP: Wins Nod to Hire RMS&C as Special Counsel
CHRYSLER LLC: Trustee Recommends $48-Mil. in Professional Fees
CITIGROUP INC: Cancels Renovation Plan for Brazilian Office
CITIGROUP INC: To Issue Four Series of Notes, Files Docs with SEC
CITIGROUP INC: Unloads Auction Rate Preferreds in Nuveen Funds

CLEAR CHANNEL: Meyer to Retire as Americas Unit President & CEO
CMR MORTGAGE: No Equitable Subordination of Sr. Lender's Claim
CONEXANT SYSTEMS: Nets $21.2 Million in Common Stock Offering
CONSECO INC: Prices $293MM of 7.0% Convertible Senior Debentures
CONTINENTAL AIRLINES: Posts $18 Million Q3 2009 Net Loss

COYOTES HOCKEY: Sponsor Seeks Rule 2004 Probe in Ch. 11 Case
CRACKER BARREL: Moody's Affirms 'Ba3' Corporate Family Rating
CROWN CASTLE: Moody's Assigns 'B1' Rating on $500 Mil. Notes
CROWN CASTLE: S&P Affirms Corporate Credit Rating at 'B+'
CUPERTINO SQUARE: Being Liquidated; Claims to Be Heard on Nov. 12

DBSD NORTH AMERICA: Sprint to Appeal Nixed $1.9B Claim
DEBT RESOLVE: Raises $985,000 from Private Financing
DECODE GENETICS: Maturity of Promissory Note Extended to Friday
DHP HOLDINGS: Court Moves Excl. Plan Filing Deadline to Dec. 24
DHP HOLDINGS: Creditors Committee Wants Case Converted to Ch. 7

DINWIDDIE MEMORIAL: Case Summary & 11 Largest Unsecured Creditors
DRAGON PHARMACEUTICAL: Chang Lee Replaces E&Y as Auditors
DTD ENTERPRISES: To Pay for Class-Action Beneficiary Notification
DUKE INVESTMENTS LLC: Files for Ch 11, Won't Close Restaurants
EDSCHA BIRMINGHAM: Case Summary & 20 Largest Unsecured Creditors

EMDEON BUSINESS: S&P Raises Corporate Credit Rating to 'BB-'
ENERGY FUTURE: Q3 Results Conference Call Scheduled for October 30
ENERGY FUTURE: Early Tender Date of Exchange Offers Extended
ERICKSON RETIREMENT: Case Summary & 30 Largest Unsecured Creditors
ERICKSON RETIREMENT: NorthBay Excluded in Bankruptcy

ERICKSON RETIREMENT: Names BMC Group as Claims and Noticing Agent
ERICKSON RETIREMENT: Seeks Dec. 18 Extension for Schedules
FIA CARD: Moody's Confirms 'D+' Bank Financial Strength Rating
FINLAY ENTERPRISES: Creditors Have Until Dec. 1 to File Claims
CATHOLIC CHURCH: Delaware Diocese Wants Suits vs. Priests Stayed

FORD MOTOR: Intellectual Property Hampers Geely, Volvo Talks
FORUM HEALTH: Hearing on Ex-CEO's Pay, Interim CEO Hiring Oct. 27
FORUM HEALTH: Has Deal for Cash Collateral Use Until January
FOUNTAIN POWERBOAT: Rejects $8.75 Million Credit Bid for Assets
FRED HUDSON: Files for Chapter 11 Bankruptcy Protection

GANNETT CO: Reports $73.8 Million Third Quarter Net Income
GENERAL COMMUNICATION: Moody's Puts 'B2' Rating on $400 Mil. Notes
GOTTSCHALKS INC: Plan Filing Period Extended Until November 16
GREAT ATLANTIC: CEO Claus' Stepdown Won't Affect S&P's 'B-' Rating
GREEKTOWN HOLDINGS: Gets Nod to Assume International Union CBA

GREEKTOWN HOLDINGS: Panel Retention of Edelman Facing Objections
GREEKTOWN HOLDINGS: Sept. 2009 Revenues Total $28.1MM, MGCB Says
GREENS AT REDMOND: Case Summary & 2 Largest Unsecured Creditors
GREGORY SCOTT: Court Denies Appointment of Chapter 11 Trustee
HAWAIIAN TELCOM: U.S. Trustee Opposes Lazard's Monthly Fees

HIRSCH INTERNATIONAL: Stockholders Back Going-Private Transaction
HOFFCO-COMET: Files for Chapter 11 Bankruptcy Protection
HOLLEY PERFORMANCE: Schedules & Statements Due October 28
HR&M COMPRESSORS: Case Summary & 20 Largest Unsecured Creditors
INDALEX HOLDINGS: Ch. 7 Trustee to Probe for Suit vs. Sun Capital

ION MEDIA: Creditors Want Cyrus Suit Out of District Court
IRIDIUM SATELLITE: Moody's Withdraws 'Ba3' Corporate Family Rating
JEFFREY HEBDITCH: Case Summary & 20 Largest Unsecured Creditors
JERRY HARDISON: Case Summary & 8 Largest Unsecured Creditors
JOHN DICKENS MCNAMARA: Voluntary Chapter 11 Case Summary

JOHNSON BROADCASTING: Court OKs $3MM DIP Loan from Richland Towers
JOHNSON MEMORIAL: Two Firms Want to Renew Bid for Assets
LANDAMERICA FINANCIAL: Sells OneStop Assets to UnitedTech
LEAR CORP: Wants Plan Exclusivity Until January 31
LEHMAN BROTHERS: Deutsche Can Enforce Rights Under ISDA Pact

LEHMAN BROTHERS: Eurohypo Can Enforce Rights Under Agreement
LEHMAN BROTHERS: Europe Plans $90B Claim Against Other Units
LEHMAN BROTHERS: MidFirst Can Enforce Rights Under Agreement
LEHMAN BROTHERS: PwC Has 1st report on LB Finance AG
LEWIS EQUIPMENT: Examiner to Probe Dealings with Equipment

LIFE SCIENCES: Nov. 16 Stockholders' Meeting Set for Lion Merger
LINEAR TECHNOLOGY: Posts $60.7MM Net Income for Sept. 27 Quarter
LOYAL FEATHERSTONE CONSTRUCTION: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: Court Approves New Supply Pact with Evolution
LYONDELL CHEMICAL: Equistar to Abandon Property in Chocolate Bayou

LYONDELL CHEMICAL: Law Debenture Seeks Standing to Pursue Claims
LYONDELL CHEMICAL: Parties Oppose Rejection of 502(e)(1)(B) Claims
MAGNA ENTERTAINMENT: Commission Worried on Outcome of Auction
MDC PARTNER: Note Upsizing Cues S&P's Rating Downgrade to 'B+'
METALDYNE CORP: Buyer Says BDC Appeal Of Sale Spurious

MERCURY COMPANIES: Wants Plan Filing Deadline Extended to Jan. 4
MERUELO MADDUX: BofA Rails Against Meruelo's Cash-Sharing
METROMEDIA INT'L: Wants Excl. Plan Filing Extended Until Feb. 16
MGM MIRAGE: Kirk Kerkorian Mulls "Alternatives" for 37% Stake
MGM MIRAGE: To Record $955MM CityCenter Pre-tax Non-Cash Charge

MHF OF FREEBORN: Files for Chapter 11 in St. Paul, Minn.
MIDWAY GAMES: Gets Exclusivity Extension Until Oct. 30
MIRANT CORP: Names Julia Houston as General Counsel
MOBUI CORP: Addresses Teletouch's Default Notice
NAVISTAR INTERNATIONAL: Fitch Puts 'BB-' Rating on $1 Bil. Notes

NCI BUILDING: Closes $250MM Equity Investment by CD&R Funds
NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'SD'
NELSON ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
NEXMED INC: Nasdaq to Hear Delisting Request on November 12
NEXSTAR FINANCE: Moody's Upgrades Speculative Liquidity Rating

NORTEL NETWORKS: ASM Capital Buys $5.1-Mil. in Claims
NORTEL NETWORKS: Former CEO Zafirovski Seeks $12 Mil. in Payouts
NORTEL NETWORKS: Teamsters Backs Retiree Plea for Pension Plans
NOWAUTO GROUP: Posts $2.2 Million Net Loss for Fiscal 2009
NTK HOLDINGS: Files Chapter 11 with Prepackaged Plan

NTK HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
OPUS WEST: Court OKs Lakepointe Lien Claim Procedures
OPUS WEST: Proposes to Release $54MM Lakepointe Prop. Lien
OPUS EAST: Trustee Gets Nod to Hire Real Estate Consultant
OSCIENT PHARMA: Court Sets December 2 as Claims Bar Date

OSCIENT PHARMA: Wants Sale of De Minimis Assets Approved
PATCH ENERGY: Proposal Gets Approval from Alberta Court
PILGRIM'S PRIDE: Updates JBS-Backed Chapter 11 Plan
PILGRIM'S PRIDE: 20 Trade Creditors Sell Claims Totaling $212,095
PILGRIM'S PRIDE: Gets Nod of Agreements With Labor Unions

POWERMATE CORP: Court Confirms Liquidating Ch. 11 Plan
POWERMATE CORP: PBGC Protects Underfunded Pension Plan
PRECISION PARTS: Court Sets December 15 as Claims Bar Date
PRIMEDIA INC: To Report Q3 2009 Results on November 5
PROVIDENCE SERVICE: Moody's Retains 'B2' Rating on Prepayment

RADIOSHACK CORPORATION: Fitch Affirms 'BB' Issuer Default Rating
READER'S DIGEST: Files Bankruptcy Rule 2015.3 Report
READER'S DIGEST: Panel Gets Nod for Trenwith as Inv. Banker
READER'S DIGEST: Panel Wins Nod for BDO as Fin'l Advisor
READER'S DIGEST: Panel Wins Nod for Otterbourg as Counsel

RICHARD AUSTRIA: Voluntary Chapter 11 Case Summary
RITE AID: To Raise $250MM in Senior Secured Notes Offering
RITE AID: Fitch Affirms Issuer Default Rating at 'B-'
RURAL/METRO CORP: Commences Credit Facility Refinancing
RURAL/METRO CORP: S&P Puts 'B' Rating on CreditWatch Positive

SEMGROUP LP: CCAA Stay Extended Until Nov. 10 & Dec. 1
SEMGROUP LP: Gets Canadian Court Nod to Amend CCAA Plans
SHEARIN FAMILY: Condo Buyers Keep Right to Purchase in Bankruptcy
SINCLAIR BROADCAST: Upsizes 2nd Lien Notes Offering to $500.0MM
SIX FLAGS: Disclosure Statement Hearing on November 5

SIX FLAGS: SFI Noteholders Doesn't Support Competing Plan
SIX FLAGS: Time to Decide on Leases Extended Until Jan. 9
SMURFIT-STONE: Bankruptcy Court Okays Union Arbitration Fight
SOUTHEAST WAFFLES: Counsel Want Reimbursement of Almost $188,000
STALLION OILFIED: WTC Serving as Agent to Lenders Owed $259MM

STALLION OILFIELD: Hopes to Emerge from Chapter 11 by Year's End
STARS & STRIPES PROPERTIES: Voluntary Chapter 11 Case Summary
STATE OF CALIFORNIA: Sues State Street for Alleged Overcharging
STATION CASINOS: Committee Gets Nod to Tap Fried Frank as Counsel
STATION CASINOS: Committee Wins OK for Greenberg as Nevada Counsel

STATION CASINOS: Lukevich Suit Can't Continue Until Emergence
STEVEN LEROY AYRES: Case Summary & 20 Largest Unsecured Creditors
SUN MICROSYSTEMS: Will Lay Off 3,000 Employees
SWIFT CORP: S&P Affirms Corporate Credit Rating at 'CCC+'
TEKNI-PLEX INC: European Unit Acquires Top-Seals Business

TELETOUCH COMMUNICATIONS: In Talks with Promissory Note Holders
THIELE MANUFACTURING: Checks for Employees Cleared
TOWNSEND LLC: Voluntary Chapter 11 Case Summary
TRUE TEMPER: U.S. Trustee Couldn't Form Creditors' Committee
TRUMP ENTERTAINMENT: Donald Trump Discloses 8.28% Equity Stake

TVI CORP: Plan Confirmation Hearing on December 8
TVIA INC: Plan Proposes to Repay Creditors in Full, With Interest
TXCO RESOURCES: Committee Taps Grant Thornton Financial Advisor
UAL CORP: Posts $63 Million Net Loss for Third Quarter
UAL CORP: Pushes Through With Code Share Pact With Aer Lingus

UAL CORP: Three Directors Acquire 5,600 Shares of Stock
UAL CORP: To Get $35 Mil. Incentive for Moving to Willis Tower
ULTIMATE URGENT CARE CENTERS: Voluntary Chapter 11 Case Summary
U.S. ACQUISITION: Court Delays SIST Bankruptcy Dismissal
UTGR INC: Wants to Hire PWC as Accountant and Advisor

VERASUN ENERGY: Agrees to Remit $8.8 Mil. to Fagen Inc.
VERASUN ENERGY: Assigns More Contracts to Valero
VERASUN ENERGY: Provista Proposes to Net Amounts of Final True-Ups
VELOCITY EXPRESS: Equity Holder Balks At ComVest Sale
VERMILLION INC: Has Final Approval for $1.5-Mil. Loan

VELOCITY EXPRESS: Sale to ComVest Scheduled for Nov. 2 Hearing
VIASAT INC: Note Upsizing Won't Affect S&P's 'B' Rating
VITESSE SEMICONDUCTOR: Expects Up to $39.5MM in Q4 2009 Revenues
VITESSE SEMICONDUCTOR: To File for Bankruptcy if Debt Deal Fails
WASHINGTON MUTUAL: Plan Managers Seek Appeal in ERISA Action

WHITTAKER BUILDERS: Lenders Refuse to Renew Loan; Files for Ch 11
WINSTAR COMMS: 3rd Circuit Court Includes Lucent as "Insider"

* Bankruptcy Filings in Florida Up 48% in First Nine Months
* Producer Prices Down, Housing Starts Below Forecast
* Recession Forces Businesses to Slice Budgets, Analyst Says
* Rhode Island Bankruptcy Filings Drop in Third Quarter

* Baker Hostetler Continues to Strengthen New York Office
* Butzel Long Attorneys Included in New York Super Lawyers
* Estate Planning and Tax Attorney Joins Hoge Fenton Jones & Appel
* Dr. Kai-Ching Lin Joins Houlihan Lokey as a Managing Director

* Judge Jaroslovsky Warns Lawyers on Individual Ch 11 Filings

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

                            *********

3H RIVER: First Lender Gets Relief from Automatic Stay
------------------------------------------------------
WestLaw reports that in determining whether a Chapter 7 debtor had
any equity in real property as to which relief from the stay was
sought based on this alleged lack of equity, a bankruptcy court
had to consider all liens and encumbrances against the property
and not just the liens of the creditor moving for relief from the
stay and of any senior lienholders.  While the trustee asserted
that it would be incongruous for a senior lienholder who was
oversecured to assume the position of junior lienholders and argue
a lack of equity in order to obtain relief from the stay when such
relief was not desired by the junior lienholders, the statute, by
its plain terms, referred to the debtor's lack of equity, not to
the lack of an equity cushion for the moving creditor.  In re 3H
River Turf Farm, LLC, --- B.R. ----, 2009 WL 1789114 (Bankr. D.
Utah) (Thurman, J.).

3H River Turf Farm, LLC, sought chapter 11 protection (Bankr. D.
Utah Case No. 08-22543) on April 21, 2008.  The case was converted
to a Chapter 7 liquidation proceeding on Sept. 24, 2008, and
Kenneth L. Rushton was appointed as the Chapter 7 trustee.  One of
the assets in this estate constitutes approximately 26 acres of
undeveloped real property located near Hurricane, Utah.  The Real
Property is used primarily to store equipment, temporary
buildings, and other personal property of the Debtor.  The Trustee
has liquidated much of the personal property of the estate and the
estate consisted of about $300,000 in cash and the Real Property,
which the Trustee listed for sale with a Court-appointed real
estate broker.

The Trustee's appraiser valued the real estate at $1.2 million.
The First Lender, owed $501,852, hired an appraiser who said the
property is worth $735,000.  All liens against the property total
$1.4 million.  The First Lender moved for relief from the
automatic stay, arguing the debtor has equity in the Real Property
when considering all the liens.  The Trustee, on the other hand,
claims the First Lender has an equity cushion and is not entitled
to relief from the stay.  Judge Thurman agreed with the First
Lender, granted relief from the automatic stay, and rejected the
Trustee's argument.


ADVENTRX PHARMACEUTICALS: Gets Financing, Cancels Delisting
-----------------------------------------------------------
ADVENTRX Pharmaceuticals, Inc. provided an update on its business
that included the intended use of proceeds from recent financings,
the status of its product candidates ANX-530 and ANX-514, and its
plan for the listing of its common stock.  The company also
commented on the recent resignations of Alexander J. Denner and
Mark N.K. Bagnall from its Board of Directors.

The company's current outlook reflects its bolstered cash position
following the closing of a financing earlier this month that
provided approximately $6 million in proceeds (after deducting
amounts placed in an escrow account to make dividend and other
payments due with respect to the convertible preferred stock sold
in the financing, but before deducing placement agent fees and
offering expenses).  The company also raised approximately $3.8
million in proceeds in three separate offerings in June, July and
August of 2009.

"This latest equity offering eliminated a substantial amount of
financing risk," said Brian M. Culley, Principal Executive Officer
at ADVENTRX.  "We believe we now have the funds to support
operations well into 2010 and, importantly, through the
significant milestone of an FDA decision on ANX-530.  Our ability
to attract investment capital on four separate occasions in a
difficult market is a positive testimonial for our cost-effective
business model, our lower-risk product candidates and our core
formulation technology."

ADVENTRX stated it plans to use the majority of the proceeds from
its latest offering to fund its operations during the FDA review
period of an ANX-530 NDA.  The company reiterated that it intends
to submit the NDA for ANX-530 by the end of 2009.  ADVENTRX also
continues to evaluate its options for ANX-514, a reformulation of
docetaxel.  "We remain confident in the potential of this product
candidate, and look forward to discussing the results of our
clinical bioequivalence study of ANX-514 with the FDA," said Mr.
Culley.

The company also announced that is has indefinitely postponed a
previously announced plan to voluntarily withdraw its common stock
listing from the NYSE Amex and list on the NASDAQ Capital Market.
The Company will remain on the NYSE Amex under the symbol "ANX."

Finally, ADVENTRX commented on the resignation of Alexander J.
Denner from its Board of Directors, noting that the resignation
was not the result of a disagreement with the company on any
matter relating to its operations, policies or practices.

"Dr. Denner's recent resignation, as well as Mark's in August, are
consistent with our transformation to a leaner, specialty
pharmaceutical company leveraging an innovative drug development
strategy that seeks to bring improved versions of existing
therapies to patients in a quick and efficient manner.  Alex's
views and advice, over the past year in particular, have been
invaluable, and we wish him the best."

                About ADVENTRX Pharmaceuticals

ADVENTRX Pharmaceuticals (NYSE Amex: ANX) -
http:/www.adventrx.com/ -- is a specialty pharmaceutical company
whose product candidates are designed to improve the safety of
existing cancer treatments.


AF EVANS: City of Pittsburg to Buy Vidrio for $9.2 Million
----------------------------------------------------------
Blanca Torres at San Francisco Business Times reports that the
City of Pittsburg wants to buy and finish building Vidrio, a 90
percent-complete condo project originally developed by AF Evans
Co., for $9.2 million -- money to be taken from the city's
redevelopment agency funds.  Business Times relates that the
city's council approved a proposal to spend $4.5 to purchase the
note from the lender, Union Bank, and expects to spend another
$1.5 million to insure the project and pay fees, including those
owed the architect, Dahlin Group, and $3.2 million for Johnstone
Moyer Inc., the contractor on the project, to finish the build-out
and settle claims with subcontractors.

Headquartered in Oakland, California, A.F. Evans Company, Inc. --
http://www.afevans.com/-- is a property developer.  The Company
filed for Chapter 11 protection on March 5, 2009 (Bank. N.D.
Calif. Case No. 09-41727).  Eric A. Nyberg, Esq., at Kornfield,
Nyberg, Bendes and Kuhner, represents the Debtor in its
restructuring effort.  The Debtor listed assets of less than
$50,000 and estimated debts of $100 million to $500 million.


AFFINITY GROUP: Institutional Lenders Move Payment Date to Oct. 23
------------------------------------------------------------------
Affinity Group Holding, Inc., on September 14, 2009, received
consent letters from certain institutional holders of its 10-7/8%
Senior Notes Due 2012 holding in the aggregate $65,835,969
principal amount of the AGHI Notes outstanding and consent letters
from certain non-institutional holders of the AGHI Notes holding
in the aggregate $46,555,946 principal amount of the AGHI Notes
outstanding.  The aggregate principal amount of the AGHI Notes
outstanding is $113,648,603 so the holders executing the Consents
held 98.9% of the outstanding principal amount of the AGHI Notes.

The Company has engaged in discussions with the holders of the
AGHI Notes regarding a refinancing or restructuring of the
indebtedness of the Company and its subsidiary, Affinity Group,
Inc.  As part of those discussions, the Company did not pay the
interest on the AGHI Notes that was due on August 15, 2009, but
the indenture governing the AGHI Notes provides a 30-day grace
period for the payment of interest that was to have been paid on
that date.

Pursuant to the Institutional Consents, the Company has agreed to
pay the legal fees for a law firm to represent the holders who
signed the Institutional Consents in connection with such
discussions and has paid a $150,000 retainer to that law firm.  In
addition, the Company has paid a consent fee equal to 1/4 of 1% of
the principal amount to the holders who signed the Institutional
Consents or an aggregate of $164,600.  The Institutional Consents
extended the most recent interest payment date on their AGHI Notes
until October 1, 2009.  The Other Consents extended the most
recent interest payment date on their AGHI Notes until October 29,
2009 and no consent fees were paid to those holders.

As of October 16, 2009, the holders who signed the Institutional
Consents have agreed to extend the interest payment date on their
AGHI Notes to October 23, 2009.

On September 14, 2009, the Company paid the interest on the
remaining $1,256,688 principal amount of AGHI Notes that are
outstanding and for which an Institutional Consent or an Other
Consent was not obtained.

                       About Affinity Group

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.

As of June 30, 2009, AGHI had $301,734,000 in total assets and
$587,933,000 in total liabilities, resulting in $286,199,000 in
stockholders' deficit.

Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.


AIR-BANK INC: Teletouch Foreclosed on Assets
--------------------------------------------
Teletouch Communications, Inc., disclosed in a filing with the
Securities and Exchange Commission that in 2006, that it loaned
$250,000 to Progressive Concepts Communications, Inc., for the
purpose of allowing PCCI to enter into an option agreement with
Air-bank, Inc., a non-affiliated prepaid cellular technology
company.  The $250,000 was to be used to secure a management and
option agreement with Air-bank providing PCCI the option to
acquire up to 55% interest in Air-bank.

On November 1, 2005, Teletouch became a member of the consolidated
tax group of PCCI as a result of PCCI's gaining control of over
80% of the outstanding common stock of Teletouch on that date.

Beginning in June 2006 and through fiscal year 2009, Teletouch
also provided certain leased office space to Air-bank.  In January
2009, PCCI contributed the receivable due from Air-bank to
Teletouch, which assigned all claims to the receivable to the
Company to retire all of its intercompany obligations due to the
Company.  In addition Air-bank owed the Company other balances due
to certain operating expenses paid by the Company on its behalf.

In January 2009, Teletouch converted all amounts due from Air-bank
into a single promissory note with an annual interest rate of 15%
and secured by all of the assets of Air-bank.  The initial
maturity date of the Air-bank Note was March 31, 2009 with a
$250,000 principal payment due at that date with any remaining
principal balance and all unpaid accrued interest due on June 30,
2009.

In April 2009, the Company initiated foreclosure proceedings on
the assets of Air-bank since they could not make the principal and
accrued interest payments within the terms set forth in the
promissory note.  On July 24, 2009, the assets of Air-bank were
sold in a public auction to Teletouch in exchange for $460,000 of
the balance due under the Air-bank Note.  The assets Teletouch
obtained in the foreclosure proceedings included a hotspot network
communication patent valued at roughly $257,000, a certificate of
deposit for roughly $178,000 and various telecommunication and
computer equipment for roughly $25,000.

For over 40 years, Teletouch -- http://www.teletouch.com/-- has
offered a comprehensive suite of telecommunications products and
services including cellular, two-way radio, GPS-telemetry,
wireless messaging and public safety/emergency response vehicle
products and services throughout the U.S.  With over 80,000
wireless customers, Teletouch's wholly-owned subsidiary,
Progressive Concepts, Inc. (PCI), is a leading provider of ATT
Mobility(R) (NYSE: T) services (voice, data and entertainment), as
well as other mobile, portable and personal electronics products
and services to individuals, businesses and government agencies.


AIRBORNE HEALTH: S&P Withdraws 'D' Corporate Credit Rating
----------------------------------------------------------
On Oct. 20, 2009, Standard & Poor's Ratings Services withdrew its
'D' corporate credit rating on Airborne Health Inc. S&P also
withdrew the 'D' issue-level ratings on Airborne Health Inc.'s
$160 million senior term loan due in 2012 and $20 million senior
secured revolver due in 2012, and the '5' recovery ratings on each
of these issues.

Per the Oct. 12, 2009 announcement, the assets of Airborne Health
Inc. were purchased by Airborne Inc., a new entity formed by GF
Capital PE Fund.  S&P withdrew the ratings at the request of the
company formerly known as Airborne Health Inc.


ALION SCIENCE: Moody's Cuts Corporate Family Rating to 'Caa3'
-------------------------------------------------------------
Moody's Investors Service has downgraded Alion Science and
Technology Corporation's probability of default and corporate
family ratings to Caa3 from Caa2.  Additionally, Alion's debt
ratings have been downgraded: first lien bank debts to B2 from B1
and senior unsecured notes to Ca from Caa3.  The outlook remains
negative.

The Caa3 probability of default and corporate family ratings
reflect very high financial risk and potential for a debt exchange
transaction that Moody's would likely deem to be a distressed
exchange.  Financial risk stems from a weak liquidity profile,
high leverage, an expectation of sustained net losses.  As of the
twelve months ended June 30, 2009, Alion had debt to EBITDA of 8.9
times and EBITDA less CAPEX to interest of 1.1 times (Moody's
adjusted basis).

The speculative grade liquidity rating of SGL-4 has been affirmed.
The affirmation follows an October 9, 2009 first lien credit
agreement amendment that extended revolver expiry to September 30,
2010, from October 9, 2009, reduced the revolver commitment to
$25 million from $40 million (was $50 million before September 25,
2009) and loosened first lien financial ratio test levels through
the expiry versus the previously scheduled levels.  Despite the
very near-term credit profile improvements from the amendment, the
liquidity profile remains weak because of limited free cash flow
prospects, the still near-term revolver expiration and reduction
in the commitment amount.  Either more cash on hand or a long-term
committed liquidity source will likely be required to support debt
service, working capital and other requirements, including ESOP
settlements, on a sustainable basis.  Prospects for compliance
with first lien financial ratio covenant tests beyond 2010 also
appear to be weak.  Moreover, new terms of the first lien credit
agreement now require Alion to amend terms of its $48 million
subordinated notes agreement by December 31, 2009.

The negative outlook remains unchanged despite some operational
progress made.  Thus far during FY2009 Alion's organic revenues
have grown, as greater work volumes from the U.S. Department of
Defense on projects that Alion supports more than offset declines
in commercial services.  The company's ability to sustain revenue
growth across FY2010 could boost its free cash flow generation
prospects and improve the company's chance of achieving
profitability over the intermediate term.  However, the outlook
acknowledges that high leverage and limited liquidity may cause
the company to seek a debt exchange offer that Moody's would
likely deem to be a distressed exchange.

The ratings are:

  -- Probability of default to Caa3 from Caa2

  -- Corporate family to Caa3 from Caa2

  -- Speculative grade liquidity unchanged at SGL-4

  -- $25 million first lien revolver due 9/10 to B2 LGD2, 16% from
     B1 LGD2, 18%

  -- $232 million first lien term loan B due 6/13 to B2 LGD2, 16%
     from B1 LGD2, 18%

  -- $245 million senior unsecured notes due 2/15 to Ca LGD4, 69%
     from Caa3 LGD5, 70%

Moody's last rating action on Alion occurred March 26, 2009, when
the speculative grade liquidity rating was downgraded to SGL-4
from SGL-3 and the probability of default rating was downgraded to
Caa2 from Caa1.

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management, and naval
June 30, 2009, were $770 million.


AMBRILIA BIOPHARMA: Ends License & Supply Deal With Teva
--------------------------------------------------------
Ambrilia Biopharma Inc. disclosed that its wholly-owned Canadian
subsidiary, Cellpep Pharma Inc. has terminated the Licensing and
Distribution Agreement granted to Teva Pharmaceuticals Europe BV
by Cellpep S.A. on April 24, 2002 and the Supply Agreement entered
into by the same parties on May 6, 2002.  These agreements were
assigned by Ambrilia Biopharma France S.A. to Cellpep Pharma Inc.
with the consent of Teva.

The Initial Order issued on July 31, 2009 by the Commercial
Division of the Superior Court of Montreal in favour of, inter
alia, Cellpep Pharma Inc. under the Companies' Creditors
Arrangement Act (Canada) authorizes Cellpep Pharma Inc. to
repudiate any contracts as it deem appropriate.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the CCAA.

                   About Ambrilia Biopharma

Ambrilia Biopharma Inc. (CA:AMB) -- http://www.ambrilia.com/-- is
a biotechnology company focused on the discovery and development
of novel treatments for viral diseases and cancer.  Ambrilia's
head office, research and development and manufacturing facilities
are located in Montreal.


AMBRILIA BIOPHARMA: Provides Bi-Weekly Default Status Report
------------------------------------------------------------
Ambrilia Biopharma Inc. on October 20 provided its bi-weekly
Default Status Report under National Policy 12-203 - Cease Trade
Orders for Continuous Disclosure Defaults.

On August 11, 2009, Ambrilia announced that the filing of its
interim financial statements, management's discussion and analysis
and related CEO and CFO certifications for the second quarter
ended on June 30, 2009, was being delayed beyond the filing
deadline of August 14, 2009.

Ambrilia reports that since its default announcement on August 11,
2009, there have not been any material changes to the information
contained therein; nor any failure by Ambrilia to fulfill its
intentions as stated therein with respect to satisfying the
provisions of the alternative information guidelines, and there
have been no additional defaults subsequent to such announcement.
Further, there have been no additional material changes respecting
Ambrilia and its affairs since its last bi-weekly Default Status
Report dated October 6, 2009.  Ambrilia intends to file, if
required, its next Default Status Report by November 3, 2009.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the Companies' Creditors Arrangement Act (Canada).

                     About Ambrilia Biopharma

Ambrilia Biopharma Inc. (CA:AMB) -- http://www.ambrilia.com/-- is
a biotechnology company focused on the discovery and development
of novel treatments for viral diseases and cancer.  Ambrilia's
head office, research and development and manufacturing facilities
are located in Montreal.


AMERICAN FIBERS: Reorganization Case Converted to Chapter 7
-----------------------------------------------------------
Peter J. Walsh of the U.S. Bankruptcy for the District of Delaware
has approved the conversion of American Fibers and Yarns Company
and its debtor-affiliates' Chapter 11 cases to liquidation under
Chapter 7 of the Bankruptcy Code.

The Debtors related that they have liquidated substantially all of
their assets, terminated any remaining business operations and
there is no likelihood of their rehabilitation.

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- manufactures solution-
dyed Polypropylene yarns in its Bainbridge, Georgia and Afton,
Virginia production facilities for distribution throughout the
United States.  American Fibers is 100% owned by AFY Holding
Company.

On September 22, 2008, AFY Holding and American Fibers and Yarns
filed voluntary petitions seeking Chapter 11 relief (Bankr. D.
Del. Lead Case No. 08-12175).  Attorneys at Young, Conaway,
Stargatt & Taylor, LLP, serve as counsel to the Debtors.  RAS
Management Advisors, LLC serves as restructuring advisors.  Epiq
Bankruptcy Solutions, LLC is the claims, noticing and balloting
agent.  The Creditors Committee is represented by Lowenstein
Sandler PC, and Ashby & Geddes, P.A.  When American Fibers sought
bankruptcy protection from creditors, it listed between
$10 million and $50 million each in assets and debts.


AMERICAN FIBERS: Section 341(a) Meeting Scheduled for November 10
-----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in American Fibers and Yarns Company's Chapter 11 cases on
Nov. 10, 2009, at 2:00 p.m.  The meeting will be held at Cooch and
Taylor 1000 West Street, 10th Floor, 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 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.

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- manufactures solution-
dyed Polypropylene yarns in its Bainbridge, Georgia and Afton,
Virginia production facilities for distribution throughout the
United States.  American Fibers is 100% owned by AFY Holding
Company.

On September 22, 2008, AFY Holding and American Fibers and Yarns
filed voluntary petitions seeking Chapter 11 relief (Bankr. D.
Del. Lead Case No. 08-12175).  Attorneys at Young, Conaway,
Stargatt & Taylor, LLP, serve as counsel to the Debtors.  RAS
Management Advisors, LLC serves as restructuring advisors.  Epiq
Bankruptcy Solutions, LLC is the claims, noticing and balloting
agent.  The Creditors Committee is represented by Lowenstein
Sandler PC, and Ashby & Geddes, P.A.  When American Fibers sought
bankruptcy protection from creditors, it listed between
$10 million and $50 million each in assets and debts.


AMR CORP: Reports $359 Million Third Quarter 2009 Net Loss
----------------------------------------------------------
Fort Worth, Texas-based AMR Corporation reported a net loss of
$359 million for the third quarter of 2009, or $1.26 per share.
The results include the impact of roughly $94 million in non-
recurring charges related to the sale of certain aircraft and the
grounding of leased Airbus A300 aircraft prior to lease
expiration.  Excluding those non-recurring charges, the third
quarter 2009 loss was $265 million, or $0.93 per share.

The current quarter results compare to a net profit of $31 million
for the third quarter of 2008, or $0.12 per diluted share, which
included a $432 million gain from the sale of American Beacon
Advisors and $27 million in one-time severance and aircraft
charges related to capacity reductions.  Excluding those one-time
items, the Company lost $374 million, or $1.45 per share, in the
third quarter of 2008.

The Company made significant financing, network and fleet renewal
announcements during the third quarter that better position it to
address near-term challenges and achieve long-term success.  Since
the end of the second quarter, the Company announced a series of
transactions through which it obtained roughly $5 billion in
additional liquidity and new aircraft financing.  It also
announced network enhancements that focus its presence in hub
cities and additional fleet renewal and replacement plans.

Completed financing transactions included:

     -- A $520 million public offering of enhanced equipment trust
        certificates (EETC) that bolstered liquidity and also
        provided financing for deliveries of previously ordered
        Boeing 737s.

     -- A $276 million private placement of debt, secured by owned
        aircraft, the proceeds of which were received in the
        fourth quarter and used to refinance a portion of the
        Company's 1999-1 EETC that matured on Oct. 15, 2009.

     -- $1 billion from the advance sale of AAdvantage(TM)
        frequent flyer miles to Citi.

     -- A $282 million loan facility from GE Capital Aviation
        Services secured by owned aircraft (all but roughly
        $55 million was included in the Company's third quarter
        2009 cash and short-term investment balance).

     -- $1.6 billion in sale-leaseback financing commitments from
        GECAS for previously ordered Boeing 737s to be delivered
        in 2010 and 2011.

     -- $860 million in cash from the sale by AMR of common stock
        and 6.25% convertible senior notes.

     -- A $450 million private placement of debt secured by
        aircraft that refinanced American's term loan credit
        facility (completed Oct. 9, 2009).

Network and Fleet announcements included:

     -- Plans to add flights and destinations as well as to focus
        its presence in Dallas/Fort Worth, Chicago, Miami, New
        York and Los Angeles while keeping 2010 capacity
        relatively flat by eliminating unprofitable flying in
        non-core markets.  For Summer 2010 compared to the Winter
        2009/2010 schedule, the Company plans to add 57 daily
        flights in Chicago, 23 in Miami, 19 in Dallas/Fort Worth,
        and 11 in New York and Los Angeles combined.

     -- An agreement to select GE's GEnx-1B 74/75 engine for
        American's expected Boeing 787 deliveries.

     -- Plans for American Eagle to enhance its product by adding
        a First Class cabin to its fleet of 25 Bombardier CRJ700
        regional jets and by signing a letter of intent with
        Bombardier, Inc. to exercise options for the purchase of
        22 additional CRJ700 aircraft for delivery beginning in
        the middle of 2010. The new CRJ700 aircraft are expected
        to be fully financed.

"A difficult revenue environment driven by the weakened global
economy continues to overwhelm the benefit of significantly lower
fuel prices, but our third quarter accomplishments better position
us to address these near-term challenges and be competitive and
successful for the long haul," said AMR Chairman and CEO Gerard
Arpey.  "We believe the strong vote of confidence we received from
our strategic partners and investors reflects our long track
record of meeting our obligations and belief in our ability to
address the many challenges our industry faces.  But we must
remain focused on returning to profitability, since profits are
the only way to secure our long-term future.  I want to thank our
employees for their efforts during a tough period and am confident
they will continue to rise to meet the challenges ahead."

Mr. Arpey reiterated expectations that American and four of its
fellow oneworld members -- British Airways, Iberia, Royal
Jordanian and Finnair -- will receive DOT approval of their
application for global antitrust immunity, and the companies look
forward to continuing to demonstrate the public benefits of their
plans to regulators in the European Union.  With regulatory
approval, American, British Airways and Iberia plan to launch a
joint business relationship that will improve travel options and
customer benefits on flights between North America and Europe.

               Financial and Operational Performance
                (Excluding Impact of Special Items)

AMR reported third quarter consolidated revenues of roughly $5.1
billion, a decrease of more than 20% year over year, largely
driven by reduced capacity and the reduced demand for air travel
and cargo resulting from the global economic downturn.
Other revenues, from sources such as confirmed flight changes,
purchased upgrades, Buy-on-Board food services, and baggage
service charges, increased 1.4% to $585 million in the third
quarter, compared to the third quarter of 2008.  Reflecting global
economic weakness, the Company's cargo revenue declined by roughly
$94 million or 40.8% in the third quarter compared to the same
period in 2008.

American's mainline passenger revenue per available seat mile
(unit revenue) declined by 14.5% in the third quarter compared to
the year-ago quarter.  While this reflects a challenging economic
environment, the Company believes the strength of its network and
its efforts to drive a revenue premium have helped its mainline
unit revenue performance outpace that of several of its legacy
network competitors throughout 2009.

Mainline capacity, or total available seat miles, in the third
quarter decreased by 8.2% compared to the same period in 2008, as
the Company continued to exercise capacity discipline given the
difficult demand environment.

American's mainline load factor -- or the percentage of total
seats filled -- was a record 83.9% during the third quarter,
compared to 82.2% in the third quarter of 2008.  American's third
quarter yield, which represents average fares paid, decreased by
16.3% compared to the third quarter of 2008.  The decrease in
yield was largely due to more aggressive pricing industrywide and
reduced traffic in the premium cabins.

American's mainline cost per available seat mile (unit cost) in
the third quarter decreased by 13.5% year over year, due to lower
fuel prices.  Taking into account the impact of fuel hedging, AMR
paid $2.07 per gallon for jet fuel in the third quarter versus
$3.57 a gallon in the third quarter of 2008, a 42% decrease.  As a
result, the Company paid nearly $1.1 billion less for fuel in the
third quarter of 2009 than it would have paid at prevailing prices
from the prior-year period.

Excluding fuel, mainline unit costs in the third quarter of 2009
increased by 7.2% year over year, driven by reduced capacity,
higher pension expenses, higher materials and repairs expenses,
and investments in dependability initiatives.

                       Balance Sheet Update

AMR ended the third quarter with $4.6 billion in cash and short-
term investments, including a restricted balance of $459 million,
which takes into account the impact of American's repayment of its
$432 million term loan credit facility during the quarter.  That
compares to a balance of $5.1 billion, including a restricted
balance of $456 million in the third quarter of 2008.

At September 30, 2009, AMR had $25.7 billion in total assets
against Total current liabilities of $7.90 billion, Long-term
debt, less current maturities of $9.87 billion, Obligations under
capital leases, less current obligations of $589 million, Pension
and postretirement benefits of $7.00 billion, Other liabilities,
deferred gains and deferred credits of $3.24 billion; resulting in
Stockholders' Deficit of $2.85 billion.

The Company expects to include roughly $520 million in aggregate
proceeds in its fourth quarter 2009 cash and short-term investment
balance from financings completed in October.  The financings
consist of: the $450 million private placement of debt that
refinanced the term loan credit facility; roughly $55 million
under the GECAS loan facility; and $30 million from the sale of
roughly 3.8 million shares of AMR common stock through the
exercise of an overallotment option by underwriters of the
Company's recent equity offering.  The proceeds from the $276
million private placement of debt were received in the fourth
quarter and were used to refinance a portion of the Company's
1999-1 EETC that matured on Oct. 15, 2009.

AMR's Total Debt, which it defines as the aggregate of its long-
term debt, capital lease obligations, the principal amount of
airport facility tax-exempt bonds, and the present value of
aircraft operating lease obligations, was $15.7 billion at the end
of the third quarter of 2009, compared to $15.4 billion at the end
of the third quarter of 2008.  AMR's Net Debt, which it defines as
Total Debt less unrestricted cash and short-term investments, was
$11.6 billion at the end of the third quarter of 2009, compared to
$10.7 billion at the end of the third quarter of 2008.

In its regulatory filing, AMR admitted it remains heavily indebted
and has significant obligations.  The Company, nonetheless,
believes it has sufficient liquidity to fund its operations and
obligations, including repayment of debt and capital leases,
capital expenditures and other contractual obligations; however
there can be no assurances to that effect.

             Other Third Quarter and Recent Highlights

     -- American's "A+14" on-time performance, as measured by the
        U.S. Department of Transportation, was 78.5% during the
        third quarter of 2009, an improvement of 4.6 percentage
        points compared to the same period in 2008.  Year to date
        through the third quarter, American's A+14 performance was
        76.8%, an improvement of 9.8 percentage points compared to
        the prior-year period.

     -- American completed installation of the Gogo(R) Inflight
        Internet Wi-Fi service on 150 MD-80 aircraft, bringing the
        total number of American aircraft installed with inflight
        internet to more than 165 planes, including Boeing
        767-200s that are used for transcontinental service.

     -- AMR took another step in reinforcing the Company's
        commitment to enhancing customer service and expanding its
        information technology leadership position by signing a
        letter of intent with HP to develop a next-generation
        Passenger Service System.  This effort continues the
        Company's focus on enhancing its customers' travel
        experiences.

     -- American enhanced its AA.com(R) Notification Center,
        enabling customers to set up flight status notification
        preferences and receive messages for all future flights,
        instead of having to request notifications for each
        different flight.

                 Fourth Quarter and 2009 Guidance

     (A) Mainline and Consolidated Capacity

AMR expects its full-year mainline capacity to decrease by roughly
7.5% in 2009 compared to 2008, with a reduction of domestic
capacity of roughly 9% and a reduction of international capacity
of roughly5% compared to 2008 levels.  On a consolidated basis,
AMR expects full-year capacity to decrease by roughly 7.5% in 2009
compared to 2008.

AMR expects mainline capacity in the fourth quarter of 2009 to
decrease by roughly 6% compared to the fourth quarter of 2008,
with domestic capacity expected to decline by roughly 5% and
international capacity expected to decline by roughly 7.5%
compared to fourth quarter 2008 levels.  AMR expects consolidated
capacity in the fourth quarter of 2009 to decrease by roughly 5.5%
compared to the fourth quarter of 2008.

AMR expects regional affiliate capacity to decline by more than 1%
in the fourth quarter of 2009 compared to the prior-year period
and expects full-year regional affiliate capacity to decline by
roughly 8% in 2009 compared to 2008.

     (B) Fuel Expense and Hedging

While the cost of jet fuel remains very volatile, based on the
Oct. 9 forward curve AMR is planning for an average system price
of $2.12 per gallon in the fourth quarter of 2009 and $2.00 per
gallon for all of 2009.  AMR has 31% of its anticipated fourth
quarter 2009 fuel consumption hedged at an average cap of $2.41
per gallon of jet fuel equivalent ($96 per barrel crude
equivalent), with 28% subject to an average floor of $1.73 per
gallon of jet fuel equivalent ($67 per barrel crude equivalent).
As of Oct. 9, the average 2009 market forward price of crude oil
was $72 per barrel.  AMR has 36% of its anticipated full-year
consumption hedged at an average cap of $2.50 per gallon of jet
fuel equivalent ($97 per barrel crude equivalent), with 33%
subject to an average floor of $1.86 per gallon of jet fuel
equivalent ($70 per barrel crude equivalent). Consolidated
consumption for the fourth quarter is expected to be 666 million
gallons of jet fuel.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4735

                            About AMR Corp

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

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

                           *     *     *

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


ANDRE PURUGANAN: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Andre S. Puruganan
               Victoria Puruganan
               2072 Hartnell Street
               Union City, CA 94587

Bankruptcy Case No.: 09-49866

Chapter 11 Petition Date: October 19, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtors' Counsel: George Holland Jr., Esq.
                  Law Office of George Holland Jr.
                  1970 Broadway St. #1030
                  Oakland, CA 94612
                  Tel: (510) 465-4100
                  Email: hlfirm@gmail.com

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

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

According to the schedules, the Company has assets of at least
$3,223,500, and total debts of $3,737,046.

A full-text copy of the Debtors' petition, including a list of
their 8 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/canb09-49866.pdf

The petition was signed by the Joint Debtors.


ASSET RESOLUTION: Selects Klestadt & Winters as Counsel
-------------------------------------------------------
Asset Resolution LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Klestadt & Winters LLP as their counsel.

The firm has agreed to:

   a) perform all appropriate services as the Debtors' general
      bankruptcy counsel, including, without limitation, advising
      the Debtors, representing the Debtors, and preparing all
      necessary documents on behalf of the Debtors;

   b) take all necessary actions to protect and preserve the
      Debtors' estate during the chapter 11 cases, including the
      prosecution of actions by the Debtors, the defense of any
      actions commenced against the Debtors in the context of the
      chapter 11 cases, negotiations concerning all litigation in
      which the Debtors are involved, and objecting to claims
      filed against the estate;

   c) prepare on behalf of the Debtors, as debtors-in-possession,
      all necessary motions, applications, answers, orders,
      reports, and papers in connection with the administration of
      the Chapter 11 cases;

   d) provide counsel to the Debtors with regard to their rights
      and obligations as debtors in possession; and

   e) perform all other necessary legal services.

The firm's standard hourly rates:

      Partners               $395-$565
      Counsel                $450-$550
      Associates             $175-$375
      Paralegals                $125

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

Asset Resolution LLC was entity formed to hold assets taken in
foreclosure of a $67 million loan to an affiliate of Compass
Partners LLC.  Silar foreclosed on Compass in September 2008 when
alleged interference from former investors in USA Commercial
prevented proper management and sale of the underlying properties.
Silar formed Asset Resolution to own and manage the foreclosed
assets.

Asset Resolution LLC and 14 subsidiaries filed for Chapter 11
protection on Oct. 14, 2009 (Bankr. D. Del. Case No. 09-16142).
When it filed for protection from its creditors, it listed assets
between $100 million and $500 million, and debts between
$10 million and $50 million.  The Company listed assets of $423
million and debt of only $22.6 million.


ASYST TECHNOLOGIES: Gets Green Light To Probe Asset Sale
---------------------------------------------------------
Law360 reports that Asyst Technologies Inc. won approval from the
Bankruptcy Court to send out subpoenas to Intel Corp. and others
for documents related to the sale of the Debtor's fab automation
business to Crossing Automation Inc.

Headquartered in Fremont, California, Asyst Technologies, Inc. --
http://www.asyst.com/-- is a leading provider of integrated
automation solutions primarily for the semiconductor and flat
panel display manufacturing industries.  The Company is the parent
company of seven subsidiaries located in various jurisdictions
worldwide.  Principally, the Company is the owner of a non-
operating holding company organized under the laws of Japan, Asyst
Technologies Holdings Company, Inc.  Asyst Japan Holdings in turn
owns the operating company Asyst Technologies Japan, Inc.

The Company filed for Chapter 11 on April 20, 2009 (Bankr. N.D.
Calif. Case No. 09-43246).  Ali M.M. Mojdehi, Esq., Janet D.
Gertz, Esq., and Rayla Dawn Boyd, Esq., at the Law Offices of
Baker and McKenzie, serve as the Debtor's bankruptcy counsel.
Epiq Bankruptcy Solutions LLC is the Debtors' notice and claims
agent.  AlixPartners, LLP  serves as financial advisor.  Andrew I.
Silfen, Esq., Mette H. Kurth, Esq., Michael S. Cryan, Esq., and
Schuyler G. Carroll, Esq., at Arent Fox LLP, represent the
official committee of unsecured creditors.  As of December 31,
2008, Asyst had total assets of $295,782,000 and total debts of
$315,364,000.

The Company's Japanese subsidiaries, Asyst Technologies Holdings
Company, Inc., and Asyst Technologies Japan, Inc., entered into
related voluntary proceedings under Japan's Corporate
Reorganization Law (Kaisha Kosei Ho) on April 20, 2009.  Kosei
Watanabe was appointed as Trustee of Asyst Japan Holdings and ATJ.


AURORA OIL: Court to Approve Exclusivity Extension on November 4
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Michigan
will convene a hearing on November 4, to consider a request by
Aurora Oil & Gas Corporation and its debtor-affiliates for an
extension of their plan filing deadlines.  The Debtors request to
have their exclusive period to file a plan of reorganization
extended until Dec. 9, 2009, and the period to solicit acceptances
of that plan until Feb. 8, 2010.

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

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


AUTOBACS STRAUSS: Aims to Sue Former Owner Autobacs Seven
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Autobacs Strauss
Inc., doing business as Strauss Discount Auto, hired a law firm
and is gearing up to sue the former owner, Japan's Autobacs Seven
Co.  The Company believes a $44 million loan from Autobacs should
be treated as an equity contribution.  Under the Bankruptcy Code,
equityholders won't be paid until creditors are paid in full.

According to Bloomberg, the Company for a third time is seeking a
Jan. 18 extension of its exclusive right to propose a Chapter 11
plan.  Discussions with the Official Committee of Unsecured
Creditors are proceeding.  The Company is also in talks with
several potential bidders about a sale of the business.  A hearing
will be held on November 13.

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

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


BLUE SKY: Wants to Sell Skid Steer to Pay Secured Creditor
----------------------------------------------------------
Blue Sky Mountain Co., Inc., asks the U.S. Bankruptcy Court for
the Western District of North Carolina for permission to sell a
CAT 287BSkid Steer to Spencer Pipkin, highest bidder, for $21,500.

The Debtor proposes to use the proceeds to pay its secured
creditor, C.C.&R. Enterprises, LLC, in full.  The Debtor owed
$20,663 to its secured creditor, C.C.&R. Enterprises, LLC.

The Debtor also proposes to use the net proceeds to pay its
principals, John and Sue Stronski, for work performed for the
benefit of the Debtors during the case.  The Stronskis are also
debtors in a separate Chapter 11 case, and plan to use the
proceeds to pay living and other reasonable expenses.

Based in Orlando, Florida, Blue Sky Mountain Inc. filed for
Chapter 11 protection on June 4, 2008 (W.D. N.C. Case No. 08-
10433).  When the Debtor filed for reorganization under Chapter
11, it listed total assets of $31,095,300 and total debts of
$6,171,094.


BAYWOOD INTERNATIONAL: Closes Sale of Nutritional Specialties
-------------------------------------------------------------
Baywood International, Inc., reports that the sale of Nutritional
Specialties, Inc., was consummated and closed on October 9, 2009.

Baywood recalls that effective July 24, 2009, it entered into an
Asset Purchase Agreement with Nutra, Inc., a subsidiary of
Nutraceutical Corporation.  The final closing of the Agreement was
subject to shareholder approval which Baywood obtained on
August 6, and certain releases including final consents from its
senior lender, California Bank & Trust (formerly Vineyard Bank,
N.A.) which Baywood received on October 9.

Baywood says pursuant to the Agreement, the assets of Nutritional
Specialties were evaluated at closing to see if they have a
minimum net asset value as of the closing date, after giving
effect to normal generally accepted accounting principles,
adjustments for reserves and except for routine reductions related
to normal amortization and depreciation, equal to $1,848,604.  If
the net asset value was greater or less than $1,848,604 at the
closing, the purchase price payable at closing would be increased
or decreased by the amount of such difference on a dollar-for-
dollar basis.

At closing, the net asset value was $2,176,411 and therefore the
initial purchase price of $8,250,000 was increased by $327,807.
No later than six months after the closing date, if Nutra, Inc.
determines that there is a material difference between the actual
net asset value and the net asset value at closing, it may prepare
a written statement setting forth the calculation of the actual
net asset value.

"If we have no objection to this calculation, this written
statement will be deemed the final statement.  If we disagree, we
will determine the actual net asset value according to the
procedure set forth in the Agreement and the difference between
the actual net asset value and the net asset value determined at
closing will be reconciled," Baywood says.

            Termination of Obligations to Senior Lender

On April 5, 2007, in connection with the initial acquisition of
substantially all of the assets, and assumption of certain
liabilities, of Nutritional Specialties, Inc., d/b/a LifeTime(R)
or LifeTime(R) Vitamins, a California corporation, Baywood entered
into agreements to obtain financing through Vineyard Bank N.A.,
subsequently succeeded by California Bank & Trust.  The bank
financing consisted of a $1,500,000 term loan and a $500,000
revolving line of credit loan to Baywood's Company and Nutritional
Specialties.  On July 9, 2007, Baywood completed a refinancing
through Vineyard pursuant to which Vineyard, subsequently
succeeded by California Bank & Trust, provided a $2,000,000 term
loan to Baywood and Nutritional Specialties.  The loans under the
bank financing and the refinancing were secured by a first
priority security interest in all of Baywood's assets.

On October 8, 2009, Baywood agreed to pay $3,600,000 and
California Bank & Trust agreed to terminate its rights pursuant to
the Business Loan Agreement, associated Commercial Security
Agreement, and Promissory Notes, dated March 20, 2007 and the
Business Loan Agreement, associated Commercial Security Agreement,
and Promissory Note, dated July 9, 2007.  Additionally, California
Bank & Trust agreed to remove the liens on Baywood's assets.

On October 9, 2009, Baywood paid $3,600,000 to California Bank &
Trust who then terminated its rights and removed its lien.

                        Assignment of Lease

In conjunction with the closing of the transactions contemplated
by the Asset Purchase Agreement, effective October 9, 2009,
Nutritional Specialties entered into a lease assignment with Boyd
Business Center of Orange, a California general partnership for
Nutritional Specialties' existing facility located at 1967 N.
Glassell, Orange, California, comprising approximately 10,381
square feet of all or part of a one story building.  Pursuant to
the terms of the Assignment of Lease, Nutritional Specialties
assigned the Lease to Nutra Inc., a subsidiary of Nutraceutical
Corporation, a Delaware corporation.  The Lease is comprised of an
original lease dated, May 13, 2005; an Assignment and Assumption
Agreement, dated March 30, 2007; an Assignment and Assumption
Agreement dated, May 24, 2007; and the First Amendment to the
Lease, dated June 5, 2008.

                   Resignation of Thomas Pinkowski

On October 9, 2009, Thomas Pinkowski resigned as Baywood Vice
President and President of Nutritional Specialties.  Concurrent
with his resignation, Baywood entered into a Settlement Agreement
and General Release.  Pursuant to the terms of the Settlement
Agreement, Baywood terminated the existing employment agreement,
dated March 30, 2007.  The terms of the Employment Agreement will
continue to govern the relationship between the parties, except to
the extent the Settlement Agreement states otherwise.

Pursuant to the Settlement Agreement, Baywood agreed:

     -- to pay Mr. Pinkowski any accrued but unpaid base salary
        for services rendered through the termination date;

     -- to pay Mr. Pinkowski any accrued but unpaid expenses
        required to be reimbursed pursuant to the Employment
        Agreement, including $13,042.21 for unused vacation and
        sick time;

     -- to issue Mr. Pinkowski 60,000 restricted shares of
        Baywood's common stock that represent the remaining
        unvested balance of common stock that was issued to Mr.
        Pinkowski under the Employment Agreement;

     -- to waive Mr. Pinkowski's obligation under the Employment
        Agreement to pay the $80,000 balance remaining on an
        unsecured promissory note, dated December 10, 2004,
        payable to Nutritional Specialties, Inc. d/b/a LifeTime(R)
        or LifeTime Vitamins(R), a California corporation; and

     -- to waive any rights Baywood may have with respect to non-
        compete, non-solicitation and proprietary information
        provisions included in the Employment Agreement.

Further, pursuant to the Settlement Agreement, Baywood agreed to
pay $94,678.35 outstanding under an 8% subordinated promissory
note and $27,050.96 outstanding under an 8% convertible
subordinated promissory note.  The payment constituted payment in
full and the notes were thereby cancelled and terminated.  Mr.
Pinkowski agreed to waive any events of default or other rights he
has or may have in the present or in the future with respect to
these notes.

Additionally, pursuant to the Settlement Agreement, the parties
provided a mutual release of any claims, obligations or amounts
due to the other party.

                            Name Change

As a result of the consummation of the sale, Baywood intends to
initiate a plan to recapitalize its balance sheet and focus on the
growth of its beverage business, namely New Leaf Tea, as well as
the expansion of new products within the functional drink space.
Effective October 16, 2009, pursuant to the consent by the holders
of a majority of Baywood's total voting capital stock, Baywood
filed an amendment to its Articles of Incorporation, as amended,
with the State of Nevada, to change its name to New Leaf Brands,
Inc.  The new name will be effective in the market upon approval
by the Financial Industry Regulatory Authority, or FINRA.

                        Going Concern Doubt

The Company had negative net working capital of roughly
$17,292,059 at June 30, 2009.  The Company has not yet created
positive cash flows from operating activities and its ability to
generate profitable operations on a sustainable basis is
uncertain.  The Company is in default on a number of notes payable
and financing agreements.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.

The Company believes that its existing cash resources, combined
with projected cash flows from operations may not be sufficient to
execute its business plan and continue operations for the next
twelve months.  Management has taken steps to reduce the Company's
operating expenses.  Additionally, the Company intends to change
its strategic direction with the sale of its Lifetime and Baywood
brands to provide the necessary resources aimed at achieving
profitability and positive cash flow.  The Company will continue
to explore various strategic alternatives, including business
combinations and private placements of debt and or equity
securities.

In April 2009, the Company engaged an investment banking firm to
assist management in exploring raising additional capital.
However, the Company may not be successful in obtaining additional
financing on acceptable terms, on a timely basis, or at all, in
which case, the Company may be forced to make further cut backs,
or cease operations.

Mayer Hoffman McCann P.C., expressed substantial doubt about
Baywood International Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2008.  The Company, the
auditor pointed out, has suffered recurring losses from
operations, has a working capital deficiency, was not in
compliance with certain financial covenants related to debt
agreements, and has a significant amount of debt of which
roughly $8.3 million matures in 2009.

As of June 30, 2009, the Company had $13,934,099 in total assets
and $20,888,913 in total liabilities, resulting in stockholders'
deficit of $6,954,814.

                    About Baywood International

Headquartered in Scottsdale, Ariz., Baywood International Inc.
(OTC BB: BYWD) -- http://www.bywd.com/-- is a nutraceutical
company specializing in the development, marketing and
distribution of nutraceutical products under the LifeTime(R) and
Baywood brands.


BERRY PLASTICS: To Acquire Reorganized Pliant Corp.
---------------------------------------------------
Berry Plastics Corporation intends to acquire in excess of 99.99%
of the common stock of Pliant Corporation upon the emergence of
Pliant from bankruptcy.

On October 6, 2009, the U.S. Bankruptcy Court for the District of
Delaware confirmed the joint reorganization plan proposed by an
affiliate of Apollo Management, L.P. and Pliant.  As a part of the
Plan, Berry is entitled to receive up to 25% of the common equity
of Pliant.  Berry now also intends to acquire the remaining 75% of
the common stock available under the Plan.  Berry is currently
evaluating its options with respect to financing the equity
investment in Pliant.  Pliant will remain separately capitalized
as an unrestricted subsidiary of Berry.

Pliant Corporation is a leading producer of value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  Pliant operates 18
manufacturing facilities around the world, and employs
approximately 2,900 people with annual net sales of $1.1 billion
for the year ended December 31, 2008.

Ira Boots, Chairman and CEO of Berry Plastics Corporation, stated
"Pliant Corporation brings to Berry an important group of
customers, employees, manufacturing locations and products.  Their
film product line enhances Berry's current offering with
innovation and broader market appeal.  Berry's rigid plastic
packaging offering will be extended with the addition of Pliant's
flexible packaging.  With Berry acquiring Pliant, customers will
be better served with a financially strengthened full service
company."

Berry will operate Pliant as an additional operating division.
The transaction is anticipated to close by the end of the year.
The Berry transaction is subject to receipt by Berry of necessary
financing and customary regulatory approvals.  An affiliate of
Apollo Management remains obligated to fulfill its obligations
under the Plan should these conditions not be satisfied.

                         About Pliant Corp

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

Pliant and 10 of its affiliates filed for Chapter 11 protection on
January 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001).  James F.
Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represented the Debtors in their restructuring efforts.  The
Debtors tapped McMillan Binch Mendelsohn LLP, as Canadian counsel.
As of September 30, 2005, the Company had $604.3 million in total
assets and  $1.19 billion in total debts.  The Debtors emerged
from Chapter 11 on July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed February 11, 2009 (Bank. D. Del.
Case Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Creditors
Committee selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688.6 million in total assets
and $1.03 billion in total debts.

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At June 27, 2009 the Company had 64 production
and manufacturing facilities, with 58 located in the United
States.  Berry is a wholly-owned subsidiary of Berry Plastics
Group, Inc.  Berry Group is primarily owned by affiliates of
Apollo Management, L.P. and Graham Partners.  Berry, through its
wholly owned subsidiaries operates in four primary segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, and
Tapes/Coatings.  The Company's customers are located principally
throughout the United States, without significant concentration in
any one region or with any one customer.

As of June 27, 2009, the Company had $4.37 billion in total assets
against $4.06 billion in total liabilities.  The Company posted a
net loss of $35.5 million for the 39-weeks ended June 27, 2009.
The Company posted a net income of $1.3 million for the 13-weeks
ended June 27, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Berry Plastics Group to 'B-' from 'SD' and the senior
unsecured debt rating to 'CCC' from 'D'.  The recovery ratings on
Group's senior unsecured debt remain unchanged at '6', indicating
S&P's expectation for negligible recovery (0% to 10%) in a payment
default.  S&P affirmed all its ratings on Group's wholly owned
operating subsidiary Berry Plastics Corp.  The outlook is stable.

S&P had lowered the ratings on Group on May 22, 2009, following
the announcement that BP Parallel LLC, a subsidiary of Group,
agreed to pay about $147 million to purchase assignments of
$472.9 million principal amount of Group's senior unsecured term
loan.  As of May 8, 2009, the company had closed on $105.9 million
of these assignments, and management expects to close on the
remainder in the fiscal third quarter ending approximately
June 30, 2009.  The principal amount of the term loan, which is
currently pay-in-kind, was $580 million as of March 28, 2009.  S&P
viewed the transaction as a distressed exchange because
debtholders received significantly less than the accreted
principal amount of the loan.


BIRMINGHAM CULTURAL: City Stages Organizers to be Arrested
----------------------------------------------------------
Arrest warrants have been issued for two organizers of Birmingham
Cultural and Heritage Foundation's City Stages music festival on
bad-check complaints by vendors, The Associated Press reports,
citing Jefferson County authorities.  The AP relates that Butch
Quinn, chief of the district attorney's worthless check unit, said
that complaints against City Stages' president, George McMillan,
and its executive director, Denise Koch, have been under
investigation for weeks.  Mr. McMillan said in a statement that
City Stages debts will be addressed in bankruptcy proceedings.

The Birmingham Cultural and Heritage Foundation filed for Chapter
7 liquidation in U.S. Bankruptcy Court in Birmingham.


BORIS AVETISYAN: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Boris Avetisyan
        1511 Western Ave
        Glendale, CA 91201

Bankruptcy Case No.: 09-38605

Chapter 11 Petition Date: October 19, 2009

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

Judge: Ellen Carroll

Debtor's Counsel: Vakhe Khodzhayan, Esq.
                  Law Offices of Edward Asatrants & Assoc
                  1010 N Central Ave, Suite240
                  Glendale, CA 91202
                  Tel: (626) 768-0867
                  Fax: (626) 737-1647
                  Email: vahe@lawyer.com

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

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

A full-text copy of Mr. Avetisyan's petition, including a list of
his 8 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-38605.pdf

The petition was signed by Mr. Avetisyan.


BSC DEV'T: Potential Buyers Allegedly Breach Purchase Pact
----------------------------------------------------------
James Fink at Business First of Buffalo reports that the U.S.
Bankruptcy Judge Carl Bucki will consider whether potential buyers
of Statler Towers are in breach of their purchase contract.  A
lawyer representing the Statler's mortgage holder, Mohmoud al
Issa, filed the lawsuit on possible breach of the contract,
claiming that due to a good faith, the $261,000 deposit by
successful bidder New Buffalo Statler Redevelopment LLC was
suddenly stopped last week.  Business First says that the closing
deadline for the New Buffalo bid is November 30.

Contract Specialists International, Inc., Firstsource
Manufacturing, Inc., and Parklane Catering LLC filed a Chapter 11
bankruptcy petition for BSC Development BUF LLC, aka BSC Tower,
LLC, on April 13, 2009 (Bankr. W.D. N.Y. Case No. 09-11550).


CAPMARK FINANCIAL: Sumitomo Sues Credit Suisse for Loan
-------------------------------------------------------
Reuters reports that Sumitomo Mitsui Banking Corp has filed a
lawsuit against Credit Suisse Group AG in the Manhattan federal
court for alleged failure to reimburse $21.64 million for its
share of a loan to Capmark Financial Group Inc.  Sumitomo Mitsui
said in court documents that Credit Suisse sold it a $200 million
stake in a $5.25 billion bridge loan, a form of temporary
financing, made to Capmark, in 2006.  According to Reuters,
Sumitomo Mitsui said that Capmark repaid $590.6 million of the
bridge loan as part of a May refinancing. Reuters, citing Sumitomo
Mitsui, says that Credit Suisse was expected to reimburse some
$22.72 million to reflect Sumitomo's pro rata share, but Credit
Suisse paid the Japanese bank only $1.08 million and refused to
repay the remainder.

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.

                           *     *     *

In September 2009, Fitch Ratings downgraded the long-term Issuer
Default Ratings of Capmark Financial Group to 'C' from 'B-' and
Capmark Bank to 'CC' from 'B-'.  An IDR of 'C' indicates that
default of some kind appears imminent or inevitable.  Standard &
Poor's Ratings Services also lowered its ratings on Capmark,
including lowering the local-currency, long-term corporate credit
rating on the company to 'CC' from 'B-'.  Capmark Financial
carries a 'Caa1' rating from Moody's.

Capmark has total assets of $20 billion against total debts of
$21 billion as of June 30, 2009.


CARITAS HEALTHCARE: Guttman's Group Wins Auction of 2 Hospitals
---------------------------------------------------------------
A group led by Johsua Guttman has won the auction of Caritas
Healthcare's two hospital sites, St. John's Hospital's two-acre
campus in Elmhurst and Mary Immaculate Hospital's four-acre campus
in Jamaica, with a $26.6 million bid, which is 50% more than the
starting bid, Crain's New York Business reports, citing CB Richard
Ellis.  According to Crain's Caritas Healthcare will seek approval
of the sale with the U.S. Bankruptcy Court for the Eastern
District of New York in Brooklyn on October 22.  Crain's says that
the auction attracted five bidders, says Crain's.


                  About Caritas Health Care Inc.

Caritas Health Care Inc. is the owner of Mary Immaculate Hospital
and St. John's Queens Hospital.  Caritas, created by Wyckoff
Heights Medical Center, purchased the two hospitals in a
bankruptcy sale in early 2007 from St. Vincent Catholic Medical
Centers of New York.  St. John's has 227 generate acute-care beds
while Mary Immaculate has 189.

Caritas Health Care and eight of its affiliates filed for Chapter
11 on February 6, 2009 (Bankr. E.D. N.Y., Lead Case No. 09-40901).
Adam T. Berkowitz, Esq., at Proskauer Rose LLP, has been tapped as
counsel.  JL Consulting LLC is the Debtors' restructuring
advisors.  Caritas in its bankruptcy petition estimated assets of
$50 million to $100 million, and debts of $100 million to
$500 million.

         About Saint Vincent Catholic Medical Centers

Saint Vincent Catholic Medical Centers -- http://www.svcmc.org/--
is anchored by St. Vincent's Hospital Manhattan, an academic
medical center located in Greenwich Village and the only emergency
room on the Westside of Manhattan from Midtown to Tribeca, St.
Vincent's Westchester, a behavioral health hospital in Westchester
County, and continuing care services that include two skilled
nursing facilities in Brooklyn, another on Staten Island, a
hospice, and a home health agency serving the Metropolitan New
York area.  Its behavioral health services also provide supportive
housing programs for people with mental illness throughout the
Metropolitan area.  Saint Vincent's is the designated provider for
the New York and New Jersey region of the US Family Health Plan
sponsored by the US Department of Defense.

Saint Vincent's serves as the academic medical center of New York
Medical College in New York City.  The healthcare organization is
sponsored by the Roman Catholic Bishop of Brooklyn and the
president of the Sisters of Charity of New York.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates filed for chapter 11 protection on July 5, 2005 (Bankr.
S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary Ravert, Esq.,
and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed
the Debtors' Chapter 11 cases.  On September 12, 2005, John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over
representing the Debtors in their restructuring efforts.  Martin
G. Bunin, Esq., at Thelen Reid & Priest LLP, represented the
Official Committee of Unsecured Creditors.  As of April 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  The Debtors filed their Chapter 11 plan of
reorganization and a disclosure statement explaining that Plan on
February 9, 2007.  On June 1, 2007, the Debtors filed an Amended
Plan & Disclosure Statement.

(Saint Vincent Bankruptcy News, Issue No. 77; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Court Denies Fairbanks Plan Outline
----------------------------------------------------
Judge Donald MacDonald IV of the U.S. Bankruptcy Court for the
District of Alaska has denied approval of the Catholic Bishop of
Northern Alaska's first amended and restated disclosure statement
in support of its Plan of Reorganization dated May 14, 2009.

After a hearing held June 18, 2009, consideration of the pleadings
which have been filed and the comments of counsel, and in light of
the Court's recent rulings on the "lost policies" adversary
proceeding and the Official Committee of Unsecured Creditors'
request to pursue avoidance actions on behalf of the bankruptcy
estate, Judge MacDonald concluded that the First Amended
Disclosure Statement does not contain adequate information, and
cannot be approved.

Judge MacDonald noted, however, that CBNA will be given an
opportunity to amend its Disclosure Statement and Plan, consistent
with the Court's memorandum and with the Court's decisions in the
lost policies case and with regard to the Creditors Committee's
request.  Judge MacDonald opined that the two rulings have
significant impact on the posture of CBNA's bankruptcy case, and
would require amendment of the Plan and the Disclosure Statement.
He directed CBNA to discuss the two rulings and how they impact
distributions under the Plan.

In his 25-page memorandum, Judge MacDonald provided a summary of
the 11 required amendments to the Disclosure Statement, some which
are from CBNA's insurers and the Creditors Committee.

Among other things, Judge MacDonald wants the Disclosure Statement
to include:

  -- a liquidation analysis, consistent with CBNA's view of the
     law;

  -- a recitation of CBNA's reasons for not including the
     Endowments in the Plan, and also include a sentence noting
     that the Creditors Committee disputes CBNA's position;

  -- a description of CBNA's efforts to raise funds for the
     Plan, including any requests for help it has made to other
     Dioceses, and the results of those efforts; and

  -- a range of possible distributions to tort claimants based
     on CBNA's estimate of funds to be recovered from insurance
     companies and the distribution of other assets.

A copy of the Court's memorandum, including the summary of the
required amendments, is available for free at:

       http://bankrupt.com/misc/Fairbanks_DS_Memo_091109.pdf

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Creditors Not Allowed to Sue Holy See
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska granted in
part and denied in part the Official Committee of Unsecured
Creditors' request for authority to pursue avoidance actions, to
commence an action against the Holy See, and to file a third-party
complaint against the Holy See for equitable apportionment of
certain pending state court abuse litigation against the Catholic
Bishop of Northern Alaska.  The Creditors Committee has also
sought permission to assert an avoidance action against the
Catholic Trust of North America.

The Court noted that the issues underlying the request are
substantial:

   (i) Can the Court grant the Creditors Committee derivative
       standing to assert the Debtor's avoidance actions and
       possible claims against the Holy See, or is there a
       blanket prohibition against that standing in the Ninth
       Circuit, absent the consent of CBNA?

  (ii) If the Court can grant the derivative standing, under
       what circumstances should it be permitted?

Judge Donald MacDonald IV explained that an examination of the
appellate decisions in the circuit indicates that there is no
clearly articulated Ninth Circuit standard for either of the
issues.

In his 18-page memorandum, Judge MacDonald concluded that a
bankruptcy court may grant a creditors' committee derivative
standing to pursue estate litigation, even absent consent of the
debtor-in-possession, after examining several cases including
Hansen v. Finn (In re Curry and Sorensen, Inc.) 57 B.R. 824
(B.A.P. 9th Cir. 1986).  Judge MacDonald, however, noted that the
Ninth Circuit has not adopted a definitive standard for evaluating
when a creditors' committee should be granted derivative standing.

Judge MacDonald, therefore, authorized the Creditors Committee to
pursue its proposed avoidance actions against CTNA arising under
Sections 548 and 544 of the Bankruptcy Code, on behalf of CBNA's
bankruptcy estate.

"Only this portion of the [Creditors Committee's] motion will be
granted," Judge MacDonald ruled.  "Although the balance of the
[Creditors Committee's] motion will be denied, the [Creditors
Committee] has correctly observed that several of the property
issues it has raised can be litigated in an appropriate adversary
proceeding without the need for obtaining prior court approval or
the assertion of avoidance claims," Judge MacDonald maintained.

In the fall of 2007, while CBNA was facing multiple state court
claims alleging sexual abuse by its employees and agents, it
created CTNA and transferred $3 million from a pooled investment
account to the newly created entity.  The funds transferred from
the account to CTNA included commingled funds from the parishes
and schools in the Diocese of Fairbanks.

Judge MacDonald noted that his decision on the Creditors
Committee' request does not impact its ability to proceed with the
litigation.

The Court also denied CBNA's request to strike the Creditors
Committee's duplicative replies to CBNA's objection to the Motion
to Pursue.  Judge MacDonald explained that longstanding judicial
policy provides that matters should be resolved on their merits,
rather than by default, if possible.  He noted that the Debtor has
suffered no prejudice on account of the Creditors Committee's
delay in filing its replies.

At the Creditors Committee's request, the Court clarified that it
can prosecute claims to set aside CBNA's transfer of funds to the
CTNA.  Judge MacDonald ruled that the Creditors Committee may
bring those claims under Sections 544, 547, 548 and 550 of the
Bankruptcy Code.  Judge MacDonald, however, maintained that his
order does not affect the ability of the Creditors Committee to
seek declaratory relief concerning the ownership of disputed real
or personal property within the Diocese.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Fairbanks Exclusive Period Extended to Nov. 1
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska has extended
the exclusive plan filing and solicitation periods of the Catholic
Bishop of Northern Alaska to November 1, 2009.

To recall, the Diocese of Fairbanks sought and obtained, on an
interim basis, a Court order extending its exclusive plan filing
period to August 31, 2009.

"I have now ruled on the adequacy of the disclosure statement and
made other determinations.  While August 31, 2009, has come and
gone, the debtor also sought 'such other and further relief as the
court deems just and necessary under the circumstance,'" Judge
MacDonald said in his memorandum.  "Logically, this relief would
consist of extending the exclusivity period to November 1, 2009,"
he opined.

When viewed from a national standpoint, CBNA's bankruptcy case is
not a big case because there are not many major assets and there
are only three hundred claims for sexual abuse, Judge MacDonald
related.  The case, however, is complex because it involves the
reorganization of a religious corporation, he maintained.

There are substantial issues with regard to what constitutes
property of the bankruptcy estate, and there are also
constitutional issues regarding the free exercise of religion as
well as the application of the Religious Freedom Restoration Act,
Judge MacDonald noted adding that those issues have yet to be
resolved.  "Has the debtor had sufficient time to negotiate a plan
and prepare a disclosure statement?  The debtor has attempted
negotiations with the Committee and some insurance carriers on
several occasions without success," Judge MacDonald further noted.

There are several unresolved contingencies in the case, including
the outcome of the coverage case CBNA has against its remaining
insurers, and CBNA's prospects of overturning the Court's ruling
against CBNA's insurer.

"After consideration of all relevant factors, I find there is no
compelling reason for finding, or not finding, 'cause' for
extension of the exclusivity period.  I do feel there is an
additional factor which deserves consideration here, though,"
Judge MacDonald said.  CBNA has never had the opportunity to
submit a plan for confirmation during the long tenure of this
case, he explained.

"I think the debtor deserves at least one shot at presenting and
confirming a plan without the distraction of a competing plan from
the Committee," Judge MacDonald opined.  "If the debtor is
unsuccessful, the Committee can present a plan after November 1st
of this year," he added.

                    About Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Delaware Diocese Wants Suits vs. Priests Stayed
----------------------------------------------------------------
The Catholic Diocese of Wilmington Inc. filed for Chapter 11 on
October 18, automatically staying the sexual abuse lawsuits
against it.  Because the automatic stay doesn't apply to non-
debtor defendants, the Diocese, according Bill Rochelle at
Bloomberg News, has asked the Bankruptcy Court to enter an order
freezing state court suits against other defendants such as
parishes, the diocese's vicar general, a former bishop and a
priest accused of abuse.

The diocese filed for Chapter 11 protection the day before the
first of seven suits was scheduled for jury trial in Delaware
state court.  Jury trials in six other cases were to proceed at
10-day intervals until completed.

A lawyer for a sexual abuse victim has already filed a motion with
Bankruptcy Court asking for relief from stay to allow a November
16 state court trial against the Diocese 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.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  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.

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 filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000.


CATHOLIC CHURCH: Delaware Diocese Proposes to Pay Employees
-----------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., seeks authority from the
U.S. Bankruptcy Court for the District of Delaware, in accordance
with its stated policies, and in its sole discretion, to:

  (a) pay all prepetition employee wages, salaries and other
      accrued compensation;

  (b) reimburse all prepetition employee business expenses;

  (c) make all contributions to prepetition benefit programs and
      continue the programs in the ordinary course of business;

  (d) honor workers' compensation obligations;

  (e) make all payments for which prepetition payroll deductions
      were made;

  (f) pay all processing costs and administrative expenses
      relating to the payments and contributions; and

  (g) make all payments to third parties incident to the
      payments and contributions.

The Diocese also asks Judge Sontchi to authorize and direct
applicable banks and other financial institutions to receive,
process and honor all checks and electronic payment requests
relating to the Employee Obligations.

In addition to providing resources, spiritual leadership,
direction and support to parishes on spiritual matters, the
Diocese provides financial and certain "back-office" support for
parish corporations and non-debtor Catholic entities operating
within the Diocese's territorial jurisdiction, discloses James L.
Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware.  He adds that the Diocese also holds and
manages certain funds, including funds held in trust, received via
grant, gift, devise, or bequest to be used for Catholic religious,
educational or other charitable purposes.

In addition to its own employees, the Diocese provides payroll
processing services, through Automatic Data Processing, to the
Non-Debtor Catholic Entities other than cemeteries.  For a given
pay period, the Diocese calculates amounts owing to the employees
of the Non-Debtor Catholic Entities, which forward the appropriate
amount to a payroll account maintained by the Diocese.  By
centralizing the payroll processing services and maintaining a
single relationship with ADP, the Diocese is able to provide
administrative cost savings to the Non-Debtor Catholic Entities
with only a minimal marginal cost increase to the Diocese.

The Diocese currently employs 68 employees, seven of whom are
part-time, hourly employees, 57 are salaried full-time employees
and four are salaried part-time employees.  In addition, there are
44 employees of Non-Debtor Catholic Entities, whose operations are
funded by the Diocese.  The Employees perform a variety of
critical functions for the Diocese, including numerous ministries
and other operations, providing ecclesiastical, managerial,
financial, clerical, religious, and pastoral services to
individuals and families living within the Diocese's territorial
jurisdiction.

The Employees' knowledge, skills and understanding of the
Diocese's ministries, mission, business operations and
relationships are essential to the success of the Chapter 11 case,
Mr. Patton asserts.  He points out that without the continued
service and dedication of the Employees, it will be difficult, if
not impossible, to effectively implement the Diocese's Chapter 11
strategy.

Thus, to successfully accomplish the Diocese's strategy, minimize
the personal hardship that the Employees, and ultimately, the
beneficiaries of the services provided by the Employees, will
suffer if prepetition employee-related obligations are not paid
when due or as otherwise expected, and maintain employee morale
and a focused workforce during this critical time, the Diocese
believes it is necessary and in the best interest of its
bankruptcy estate and all stakeholders to seek the relief
requested.

               About Diocese of Wilmington

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. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Diocese.  The Ramaekers Group, LLC is the financial
advisor.  The petition says assets range $50,000,001 to
$100,000,000 while debts are between $100,000,001 to $500,000,000.

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.


CELLU TISSUE: S-1 Registration Won't Affect S&P's 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Alpharetta, Georgia-based Cellu Tissue Holdings Inc.
(B/Positive/--) are not immediately affected by its filing of an
S-1 registration statement relating to a proposed IPO of its
common stock.  While the company has not yet determined the number
of shares to be offered and the price range of the proposed
offering, it does intend to use the net proceeds to repay
outstanding debt, potentially redeeming or repurchasing a portion
of its outstanding 11.5% senior secured notes due 2014, and for
general corporate purposes.

While S&P views the potential IPO as a positive development, there
is currently insufficient information regarding the size of the
IPO and the extent of likely debt repayment to warrant a positive
rating action.  S&P will closely monitor further communications
from Cellu Tissue regarding the potential IPO to determine whether
debt leverage will likely improve such that a positive rating
action is called for, assuming that the company's operating
performance has not materially changed.  The current positive
outlook reflects S&P's expectations that Cellu Tissue's financial
results will continue to improve in the near term because of
higher sales of private-label converted tissue products that tend
to perform better during a recessionary environment.

Operating margins improved to nearly 14% for the 12-month period
ended Aug. 27, 2009, compared with about 11% for the same period a
year ago, due to higher volumes in the tissue segment and lower
input costs, partly offset by pricing pressures relating to the
decline in input costs (primarily pulp).  Because of higher
earnings, debt to EBITDA improved to around 4x compared with 5.5x
on Aug. 28, 2008.


CENVEO INC: S&P Assigns 'B-' Rating on $1 Bil. SEC Registration
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned preliminary ratings to
a portion of the securities contemplated in Stamford, Connecticut-
based Cenveo Inc.'s $1 billion registration statement with the
Securities and Exchange Commission.  A preliminary rating of 'B-'
was assigned to the shelf associated with potential senior
unsecured debt and subordinated debt offerings, and a preliminary
rating of 'CCC+' was assigned to the shelf associated with
potential offerings of preferred stock.  The shelf registration
contemplates the potential issuance of additional securities,
including common equity, to which S&P does not assign preliminary
ratings.

S&P has affirmed its 'B+' corporate credit rating, along with all
other outstanding ratings, on the company.

"The 'B+' corporate credit rating reflects Cenveo's high debt
leverage and participation in the highly competitive and cyclical
printing markets," noted Standard & Poor's credit analyst Michael
Listner.

Improvements in recent years in the firm's cash flow generation
(absent S&P's expectation for year-over-years declines in 2009),
increased cash flow diversity due to an aggressive acquisition
strategy, and success in integrating and realizing synergies from
these acquisitions somewhat offset these factors.  The current
rating and negative rating outlook reflect the negative effect of
the economic recession on the company's operations and S&P's
expectation for meaningful declines in print volumes and
significant price pressure throughout 2009.

Cenveo is the third-largest diversified printing company in North
America and conducts its business through two operating segments:
(1) envelopes, forms, and labels and (2) commercial printing.  For
the first half of 2009, Cenveo reported a 23.5% decline in revenue
and a 31.0% decline in EBITDA from the prior year.  Although both
operating segments were affected by lower print volumes, a
competitive pricing environment within the company's commercial
printing business contributed to a 25.7% decline in revenue for
this segment during the first half of 2009.


CHAPARRAL ENERGY: Moody's Reviews 'Caa3' on Merger to Chaparral
---------------------------------------------------------------
Moody's Investors Service placed Chaparral Energy, Inc.'s Caa3
Corporate Family Rating, Caa3 Probability of Default Rating, and
Ca (LGD 5, 76%) senior unsecured note rating under review with
direction uncertain.  The review was prompted by the recent
announcement of a proposed merger between United Refining Energy's
publicly traded Special Purpose Acquisition Company with
$452 million in cash formed in 2007 to Chaparral.  The potential
combination would combine a privately held exploration and
production company with a substantial asset base to a publicly
traded SPAC with $452 million in cash.

"The review will focus on the ultimate cash balance of the company
upon closing of the merger, the new company's ability to reduce
debt and correct its covenant compliance issues, and the new
company's ability to generate liquidity and address its financial
leverage issues," said Moody's analyst Francis Messina.

Additionally, Moody's will review Chaparral's redetermined
revolving credit facility and its unsecured notes indenture, which
prohibits the company from borrowing even if funds are available
until its secured debt is below the ACNTA (adjusted consolidated
net tangible asset debt incurrence) test of $330 million.

Should the merger transpire, Moody's expects Chaparral's liquidity
and financial profile to improve and its ratings could be upgraded
one to two notches.  Should the merger not transpire, and in
absence of any other imminent recapitalization transaction,
Moody's anticipates that Chaparral could be downgraded to reflect
its potential covenant compliance issues that could lead to a
bankruptcy or some other restructuring plan.

The last rating action on Chaparral was on April 27, 2009, at
which time Chaparral's CFR and PDR were downgraded to Caa3, the
senior unsecured note rating was downgraded to Ca, and the outlook
assigned was negative.

Chaparral Energy, Inc., is privately held independent oil and
natural gas production company.


CHEMTURA CORP: Fona Int'l Opposes Injunction for Diacetyl Suits
---------------------------------------------------------------
FONA International, Inc., asks the Bankruptcy Court to deny
Chemtura Corporation's request for a preliminary injunction
staying various lawsuits involving diacetyl, a butter-flavoring
agent, that was manufactured by the Debtor's non-Debtor Canadian
subsidiary, Chemtura Canada, and resold by a non-Debtor third
party, Citrus & Allied Essences, LTD.

However, FONA's objection is only with regard to Citrus & Allied.

Ronald B. Lee, Esq., at Roetzel & Andress LPA, in Akron, Ohio,
points out that FONA's position and objection to the Debtor's
request is limited to one issue -- whether the facts justify an
extension of the automatic stay to encompass non-Debtor Citrus &
Allied.

Mr. Lee asserts that the facts do not justify an extension of the
stay to Citrus & Allied because, for one, Citrus & Allied is an
independent company with no corporate affiliation with Chemtura
Corp. and Chemtura Canada.  He argues that the Debtor is seeking
to protect Citrus & Allied with the stay in order to prevent
Citrus & Allied from pursuing its common-law claims for indemnity
or contribution against the Debtors.

Both the Debtor and Citrus & Allied have previously admitted that
there are no indemnification agreements between them or between
Chemtura Canada and Citrus & Allied, Mr. Lee notes.

                       About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Wins Nod to Hire Baker & MacKenzie as Counsel
------------------------------------------------------------
Chemtura Corp. and its units obtained the Court's authority to
expand their retention of Baker & McKenzie.

Baker & McKenzie was previously employed by the Debtors as a
professional in the ordinary course of their businesses.

The Debtors are now employing Baker & McKenzie as heir special
counsel nunc pro tunc to July 1, 2009.

The Debtors believe that Baker is particularly well suited to
serve as their special counsel because Baker is one of the
world's largest law firms with approximately 4,000 attorneys in
69 offices in 40 countries.  The Debtors contend that Baker's
knowledge, resources and international reach permit it to deliver
high quality legal services throughout the world with fluency,
consistency, confidence and sensitivity for cultural, social and
legal practice differences outside of the United States.

As the Debtors' special counsel, Baker will provide services in
relation to:

  (a) the strategic review and drafting of material contracts,
      including commercial, joint venture and debt and equity
      restructuring documents;

  (b) the Debtors' antitrust and competition law compliance and
      strategy in the U.S. and foreign jurisdictions;

  (c) advice regarding certain aspects of the Debtors' non-US
      subsidiaries, including advice relating to corporate
      formalities and commercial arrangements;

  (d) certain potential sales and purchases of assets of the
      Debtors, including drafting documents, effectuating due
      diligence, participating in negotiations, and providing
      other services in support of possible transactions; and

  (e) the prosecution and defense of various litigation matters
      in foreign jurisdictions.

The Debtors will pay Baker on an hourly basis and will reimburse
the firm of its necessary out-of-pocket expenses.  Baker's hourly
rates are:

      US Partners                  $500 to $925
      US Of Counsel                $400 to $700
      US Associates                $295 to $540
      US Trainees/Paralegals       $100 to $250

The Debtors note that during the 90-day period before the
Petition Date, they paid Baker $86,253 for professional services
performed and expenses incurred.  The Debtors have also been
advised that Baker had issued unpaid invoices for legal services
done for the Debtors' benefit and expenses incurred, totaling
approximately $441,911.

Dieter A. Schmitz, Esq., a partner at Baker, 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: Wins Nod to Hire RMS&C as Special Counsel
--------------------------------------------------------
Chemtura Corp. and its units sought and obtained the Court's
authority to employ Roberts Mlotkowski Safran & Cole P.C. as their
special counsel nunc pro tunc to August 1, 2009.

The Debtors originally retained Roberts Mlotkowski as an ordinary
course professional in connection with intellectual property
matters.  The firm's fees, however, exceeded the monthly and case
fee caps set for ordinary course professionals.

Roberts Mlotkowski is a law firm specializing in intellectual
property law and has provided a significant portion of the
intellectual property legal services required by the Debtors and
certain of their affiliates for more than two years.

Roberts Mlotkowski will continue to represent the Debtors in
connection with certain intellectual property matters.  Roberts
Mlotkowski's services for the Debtors' benefit involve, among
other things:

  (a) the preparation, filing and prosecution of patent
      applications;

  (b) provision of opinions as to the scope and validity of
      third party patents and applications; and

  (c) the preparation and negotiation of technology transfer
      agreements.

The Debtors will pay the firm on an hourly basis in accordance
with its 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.

Roberts Mlotkowski's hourly fees are:

          Shareholders                $480
          Senior Counsel              $420
          Associates                  $270
          Trainees/Paralegals         $150

Roberts Mlotkowski previously received $79,556 from the Debtors
for professional services performed and expenses incurred.
Additionally, as of the Petition Date, Roberts Mlotkowski issued
invoices to the Debtors for legal services provided and expenses
incurred, totaling $94,486 all of which remains unpaid.

Peter W. Roberts, Esq., a shareholder of the firm, assured the
Court that Roberts Mlotkowski 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)


CHRYSLER LLC: Trustee Recommends $48-Mil. in Professional Fees
--------------------------------------------------------------
The U.S. trustee overseeing the liquidation of Chrysler LLC has
recommended approval of $48 million in fees charged by
professionals after forging deals with the firms to reduce fees by
$110,000 and to defer an additional $282,000.

Retained professionals in Old CarCO LLC's cases seek interim
allowances of fees totaling $46,050,466, and reimbursement of out-
of-pocket expenses totaling $2,015,357, for total compensation of
$48,065,823.

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

Togut Segal &       Apr. 30 to Aug. 31      3,244,196     23,320
Segal LLP                 2009
Debtors' conflicts
counsel

Schulte Roth &       Apr. 30 to Aug. 31,    4,999,125    102,549
Zabel LLP                 2009
Debtors' special
counsel

Dykema Gossett       Apr. 30 to Aug. 31       228,935      1,535
PLLC                      2009
Debtors' special
Counsel

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

Capstone Advisory    Apr. 30 to Aug. 31,    4,586,604    392,802
Group LLC,                 2009
Debtors' financial
advisor

Greenhill & Co.      Apr. 30 to Aug. 31,    1,150,318    150,317
LLC                        2009
Debtors' investment
banker

Pricewaterhouse-     Apr. 30 to Jul. 31     1,378,876     44,809
Coopers LLP                2009
Debtors' tax &
IT advisors &
special accountants

The Siegfried        May 22 to June 9,         82,655     24,189
Group LLP                 2009
Debtors' accounting
Resource provider

Cahill Gordon &      May 1 to Aug. 31,        398,754     11,113
Reindell LLP               2009
Attroneys for
Debtors'
Independent
managers

Kramer Levin         May 5 to Aug. 31       5,037,446    147,906
Naftalis &                 2009
Frankel LLP
Committee's counsel

Pachulski Stang      Jun. 8 to Aug. 31        377,054     32,375
Ziehl & Jones LLP,         2009
Committee's
conflicts counsel

Mesirow Fin'l        May 8 to Aug. 31       2,824,049     76,205
Consulting LLC
Committee's
Financial advisor

Alan Chapell         May 8 to May 29           47,880          0
Consumer
Privacy Ombudsman

Diana G. Adams, the U.S. Trustee, said in a court filing that the
Retained Professionals have agreed to reductions of fees totaling
$65,148.50, and expense reductions totaling at least $45,507.
Also, two Retained Professionals, Jones Day LLP and Cahill Gordon
& Reindel, LLP, have agreed to a deferral of the Court's
consideration of fees totaling $282,144.50. Such fees have been
incurred in connection with Old Carco, LLC's  motion seeking
releases for their officers and directors.

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)


CITIGROUP INC: Cancels Renovation Plan for Brazilian Office
-----------------------------------------------------------
David Enrich at The Wall Street Journal reports that Citigroup
Inc. has canceled a planned $4.5 million renovation of its main
office in Brazil, a move that emphasizes the sensitivity inside
Citigroup about its spending habits, since the bank has gotten
$45 billion from the U.S. government.

Citing people familiar with the matter, The Journal says that
Citigroup had hired corporate-architectural firm Athie Wohnrath
Associados to overhaul three floors of its headquarters in Sao
Paulo and was set to start the renovations soon.  The Journal
relates that the job was supposed to be completed by early 2010,
but a source said that senior executives, after reviewing the
renovation, decided to shelve the project.

The Journal, citing people familiar with the matter, states that
the project was aimed at transforming the 17th floor, which
currently contains executive offices, into an area for meeting and
entertaining important clients, primarily corporations and wealthy
individuals.  Citigroup currently has meeting rooms scattered
throughout the building, but no single large area for interacting
with clients.  The Journal notes that the renovation was also
aimed at grouping together Citigroup corporate and investment
bankers, who have been sitting on different floors, as integrating
such bankers throughout the Company has been a priority of CEO
Vikram Pandit.

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

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

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

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


CITIGROUP INC: To Issue Four Series of Notes, Files Docs with SEC
-----------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
between October 13 and October 20, 2009, documents relating to the
issuance by Citigroup Funding Inc. of:

   (1) 725 Buffer Notes Based Upon the Dow Jones-UBS Commodity
       IndexSM Due October 24, 2012, at $10,000.00 per Note

       See Final Offering Summary
       http://ResearchArchives.com/t/s?472b

       See Final Pricing Supplement
       http://ResearchArchives.com/t/s?472c

   (2) Stock Market Upturn NotesSM Based Upon the Shares of the
       Energy Select Sector SPDR(R) Fund Due 2011, at $1,000.00
       per Note

       See Offering Summary
       http://ResearchArchives.com/t/s?472d

   (3) Stock Market Upturn NotesSM Based Upon the iShares(R) MSCI
       Brazil Index Fund Due 2011, at $1,000.00 per Note

       See Offering Summary
       http://ResearchArchives.com/t/s?472e

   (4) Callable Leveraged CMS Spread Principal Protected Notes Due
       2024, at $1,000 per Note

       See Pricing Supplement
       http://ResearchArchives.com/t/s?472f

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

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

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

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


CITIGROUP INC: Unloads Auction Rate Preferreds in Nuveen Funds
--------------------------------------------------------------
Citigroup Global Markets Inc.; Citigroup Financial Products Inc.;
Citigroup Global Markets Holdings Inc.; and Citigroup Inc.
disclosed that they:

     -- hold 34,552 shares or roughly 65.2% of DWS Municipal
        Income Trust;

     -- no longer hold Auction Rate Preferreds of Nuveen Tax
        Advantaged Total Return Strategy Fund

     -- no longer hold Auction Rate Preferreds of Nuveen Real
        Estate Income Fund

     -- no longer hold Auction Rate Preferreds of Nuveen Floating
        Rate Income Fund

     -- no longer hold Auction Rate Preferreds of Nuveen Quality
        Preferred Income Fund

     -- no longer hold Auction Rate Preferreds of Nuveen Quality
        Preferred Income Fund 2

     -- no longer hold Auction Rate Preferreds of Nuveen Quality
        Preferred Income Fund 3

     -- no longer hold Auction Rate Preferreds of Nuveen
        Diversified Dividend & Income Fund

     -- no longer hold Auction Rate Preferreds of Nuveen Multi-
        Strategy Income & Growth Fund

     -- no longer hold Auction Rate Preferreds of Nuveen Quality
        Preferred Income Fund 3

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

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

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

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


CLEAR CHANNEL: Meyer to Retire as Americas Unit President & CEO
---------------------------------------------------------------
Clear Channel Outdoor Holdings, Inc., an indirect subsidiary of
Clear Channel Communications, Inc., on October 13, 2009, said Paul
J. Meyer will retire from his current position as the President
and Chief Executive Officer -- Americas of Clear Channel Outdoor,
Inc., effective December 31, 2009.  Following December 31, 2009,
Mr. Meyer has agreed to serve as an exclusive consultant to Clear
Channel Outdoor for a period commencing on January 1, 2010 and
expiring on October 15, 2012.  Mr. Meyer will focus his efforts on
further developing Clear Channel Outdoor's digital sign business.

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

As reported by the Troubled Company Reporter on October 9, 2009,
Clear Channel's owners -- Bain Capital LLC and THL Partners --
denied a media report that the private equity firms have contacted
banks in an effort to restructure Clear Channel loans, the New
York Times reported.  A spokesman for the partnership told the NYT
that no effort to restructure the company's debt is currently
under way.

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

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

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

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


CMR MORTGAGE: No Equitable Subordination of Sr. Lender's Claim
--------------------------------------------------------------
WestLaw reports that the equitable subordination of a senior
lender's claim against the debtor-junior lender was not warranted.
The debtor's allegations rested on actions by the senior lender
that were expressly authorized by the parties' agreements, which
included proceeding with a foreclosure in connection with a real
estate development loan, seizing and applying the loan reserve,
and contending that a foreclosure sale would wipe out the debtor's
interest in the collateral, and the senior lender did not fail to
negotiate a work-out with the debtor, even though there was a
failure to agree.  In re CMR Mortg. Fund, LLC, --- B.R. ----, 2009
WL 2849522 (Bankr. N.D. Cal.) (Carlson, J.).

This dispute arose out of a $97,000,000 loan to Halekua
Development Corporation arranged during HDC's Chapter 7
proceeding.  See "HALEKUA DEV'T: Secures $97.9 Million Loan to Pay
Secured Creditors" in the March 20, 2007, edition of the Troubled
Company Reporter.  Canpartners Realty Holding Co. IV LLC, the
Senior Lender (affiliated with Canyon Capital), and CMR Mortgage
Fund, LLC, the Chapter 11 Debtor and Junior Lender, funded HDC's
acquisition and development of 161 acres of real estate in Hawaii.
On March 12, 2007, Canyon, CMR, and HDC executed a Credit
Agreement under which CMR loaned HDC $42,900,000 and Canyon loaned
HDC $55,000,000.  The Property was immediately transferred to a
subsidiary of HDC, Halekua-Kunia, LLC, which assumed the Loan.
Canyon holds the "A Note" and CMR holds the "B Note", both of
which are secured by the real estate, all of the membership
interests of HK LLC, and other personal property, including funds
held in certain reserve accounts.  HDC defaulted in its payment
obligations following redemption of the property from the Chapter
7 trustee in its bankruptcy case.

CMR filed for Chapter 11 protection (Bankr. N.D. Calif. Case No.
08-32220) on Nov. 19, 2008, represented by Elizabeth Berke-
Dreyfuss, Esq., Michael D. Cooper, Esq., and Penn Ayers Butler,
Esq., at  Wendel, Rosen, Black and Dean LLP, in Oakland, Calif.,
and estimating assets of $10 million to $50 million and debts of
$1 million to $10 million.  CMR then brought an adversary
proceeding (Bankr. N.D. Calif. Adv. Pro. No. 08-3148) against HDC
and HK LLC on the real estate development loan, asserting claims
for breach of contract, breach of covenant of good faith and fair
dealing, breach of fiduciary duty, bad faith waste, gross
negligence, declaratory relief, equitable subordination, equitable
reformation, equitable estoppel, and aiding and abetting breach of
fiduciary duty.  HDC moved to dismiss, and Judge Carlson ruled in
HDC's favor.  HDC is represented by Jeremy Rosenthal, Esq., and
Ryan Sandrock, Esq., at Sidley Austin LLP.


CONEXANT SYSTEMS: Nets $21.2 Million in Common Stock Offering
-------------------------------------------------------------
Conexant Systems, Inc., said the underwriter of its recently
concluded public offering of 7,000,000 shares of common stock
exercised its over-allotment option to purchase an additional
1,050,000 shares of the company's common stock, bringing the total
shares sold to 8,050,000 at a price of $2.85 per share.  The
offering of 7,000,000 shares closed on September 29, 2009.  Net
proceeds to Conexant from the sale of the 8,050,000 shares of
common stock, after deducting the underwriting discount and
estimated offering expenses, were roughly $21.2 million.
Oppenheimer & Co. Inc. acted as sole underwriter in the offering.

The company intends to use the net proceeds from the offering for
general corporate purposes including, but not limited to,
repaying, redeeming, or repurchasing existing debt, and for
working capital, capital expenditures, and acquisitions.

The offering was made pursuant to the company's shelf registration
statement on Form S-3 filed with and declared effective by the
Securities and Exchange Commission.

Copies of the final prospectus relating to the offering may be
obtained from Oppenheimer & Co. Inc., Attention: Syndicate
Prospectus Department, 300 Madison Avenue, 5th Floor, New York,
NY, 10017, by telephone at (212) 667-8563, or via email at
EquityProspectus@opco.com

                      About Conexant Systems

Headquartered in Newport Beach, California, Conexant Systems, Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- has a comprehensive
portfolio of innovative semiconductor solutions which includes
products for Internet connectivity, digital imaging, and media
processing applications.  Outside the United States, the company
has subsidiaries in Northern Ireland, China, Barbados, Korea,
Mauritius, Hong Kong, France, Germany, the United Kingdom,
Iceland, India, Israel, Japan, Netherlands, Singapore, and Israel.

At July 3, 2009, the Company had $399.9 million in total
assets and $561.9 million in total liabilities, resulting in
$161.9 million in shareholders' deficit.


CONSECO INC: Prices $293MM of 7.0% Convertible Senior Debentures
-----------------------------------------------------------------
Conseco, Inc., entered into an agreement to sell up to
$293.0 million aggregate principal amount of its 7.0% Convertible
Senior Debentures due 2016 in a private offering that is exempt
from the registration requirements of the Securities Act of 1933,
as amended.

Conseco was advised that the initial purchaser in the private
offering offered to resell the new convertible debentures to a
number of qualified institutional buyers.  Conseco was informed by
the initial purchaser that Paulson & Co. Inc., on behalf of the
several investment funds and accounts managed by it, entered into
an agreement with the initial purchaser to purchase up to
$200.0 million aggregate principal amount of the new convertible
debentures.

Interest on the convertible debentures will be payable semi-
annually on June 30 and December 30 at a rate of 7.0% per year,
and the convertible debentures will mature on Dec. 30, 2016.  The
convertible debentures will not be convertible prior to June 30,
2013, except under limited circumstances.  Commencing on June 30,
2013, the convertible debentures will be convertible into common
stock at the option of the holder at any time, subject to certain
exceptions, based on an initial conversion rate of 182.1494 shares
of common stock per $1,000 principal amount of convertible
debentures, which is equivalent to an initial conversion price of
$5.49 per share of common stock, which represents a 10% premium to
the closing sale price of the common stock on the New York Stock
Exchange on Oct. 13, 2009.

In addition holders of the convertible debentures will under
certain circumstances have the right to convert the convertible
debentures at an increased conversion rate.

Conseco will issue the convertible debentures in an aggregate
principal amount equal to the sum of (1) the aggregate principal
amount of Conseco's existing 3.50% Convertible Debentures due
Sept. 30, 2035, tendered in the cash tender offer for such
existing convertible debentures that it intends to commence in the
near future for its existing convertible debentures, (2) the
aggregate principal amount of existing convertible debentures that
Conseco is required to repurchase on Sept. 30, 2010, if any, and
(3) the aggregate principal amount of existing convertible
debentures that Conseco redeems on Oct. 5, 2010, if any, in each
case to finance the repurchase or redemption, as applicable, of
the existing convertible debentures.

Conseco expects the closing of the private convertible debenture
offering, which is subject to satisfaction of certain conditions,
to occur on one or more dates, with the earliest to occur at the
time of settlement of the intended cash tender offer for its
existing convertible debentures and the latest to occur on Oct. 5,
2010, the date on which the Company may redeem any existing
convertible debentures that remain outstanding.  The net proceeds
from the private convertible debenture offering will be used to
fund a substantial portion of (1) the purchase price of the
existing convertible debentures in the intended tender offer, (2)
the repurchase price of any of Conseco's existing convertible
debentures on Sept. 30, 2010 that Conseco is required by the
holders thereof to repurchase, if any, and (3) the redemption
price of any of Conseco's existing convertible debentures on
Oct. 5, 2010, if any existing convertible debentures remain
outstanding at that time and Conseco elects to redeem such
existing convertible debentures.

As reported in the Troubled Company Reporter on Oct. 19, 2009,
Conseco, Inc. commenced a cash tender offer to repurchase any and
all of its outstanding 3.50% Convertible Debentures due September
30, 2035 (CUSIP Nos. 208464BH9 and 208464BG1).  As of the date
hereof, there are $293.0 million aggregate principal amount of
Debentures outstanding.

The tender offer will expire at 12:00 midnight, New York City
time, on Nov. 12, 2009, unless extended or earlier terminated
by Conseco.  Tendered Debentures may be withdrawn at any time
prior to the expiration date.

                       About Conseco Inc.

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

As of June 30, 2009, the Company had $29.4 billion in total assets
and $27.0 billion in total liabilities

                          *     *     *

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

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


CONTINENTAL AIRLINES: Posts $18 Million Q3 2009 Net Loss
--------------------------------------------------------
Continental Airlines reported a third quarter 2009 net loss of
$18 million ($0.14 diluted loss per share).  Excluding $20 million
of previously announced special charges, Continental recorded net
income of $2 million ($0.02 diluted earnings per share).

Third quarter results continued to be adversely affected by
significant declines in high yield traffic as business travelers
are flying less and purchasing lower yield economy tickets due to
the global recession.

"We had record operational performance thanks to the hard work of
my co-workers," said Larry Kellner, Continental's chairman and
chief executive officer.  "Their focus on customer service and
running an on-time operation continued to set us apart from the
competition.  We are well-positioned to take full advantage of
improvement in the economic environment."

Operating results for the third quarter improved $213 million
year-over-year, primarily driven by a $926 million decline in fuel
expense, which was largely offset by an $839 million decline in
revenue compared to the same period last year.

                Third Quarter Revenue and Capacity

Total revenue for the quarter was $3.3 billion, a decrease of
20.2% compared to the same period in 2008.  Passenger revenue for
the quarter fell 21.6% ($813 million) compared to the same period
last year due to lower fares and passenger traffic declines.

Consolidated revenue passenger miles (RPMs) for the third quarter
decreased 0.9% on a capacity (available seat mile, ASM) decrease
of 4.5% year-over-year.

Consolidated load factor in the third quarter was a record 85.1%,
3.1 points higher than the third quarter of 2008.  Consolidated
yield for the quarter decreased 20.9% year-over-year.  As a
result, third quarter 2009 consolidated revenue per available seat
mile (RASM) for the third quarter decreased 17.9% year-over-year.

Mainline RPMs in the third quarter of 2009 decreased 0.9% on a
mainline capacity decrease of 4.1% year-over-year.

Mainline load factor in the third quarter was a record 85.8%, up
2.9 points year-over-year.  Continental's mainline yield decreased
21.7% in the third quarter over the same period in 2008.  As a
result, third quarter 2009 mainline RASM was down 19.1% compared
to the third quarter of 2008.

Passenger revenue for the third quarter of 2009 and period-to-
period comparisons of related statistics by geographic region for
the company's mainline operations and regional operations are:

                          Percentage Increase (Decrease) in
                           Q3 2009 vs. Third Quarter 2008
           Passenger   --------------------------------------
           Revenue     Passenger
           ($ in MM)   Revenue        ASMs    RASM      Yield
           ---------   ---------      ----    ----      -----
Domestic      $1,177    (20.50%)    (5.8%)  (15.60%)  (19.50%)
Trans-
  Atlantic       649    (29.20%)  (10.50%)  (21.00%)  (24.70%)
Latin
  American       361    (22.40%)     2.4%   (24.30%)  (24.10%)
Pacific          255      (9.5%)    16.9%   (22.60%)  (21.00%)
Total
  Mainline    $2,442    (22.40%)    (4.1%)  (19.10%)  (21.70%)

Regional        $505    (17.70%)    (7.7%)  (10.90%)  (16.80%)

Consolidate   $2,947    (21.60%)    (4.5%)  (17.90%)  (20.90%)

Cargo revenue in the third quarter of 2009 decreased 28.7% ($37
million) compared to the same period in 2008, due to reduced
freight volume and lower pricing.

             Q3 Operations and Notable Accomplishments

During the quarter, employees earned $11 million in cash
incentives for finishing first in on-time performance, as reported
by the U.S. Department of Transportation, among the major network
carriers in August and September, and for finishing among the top
three major network carriers in July.  Continental recorded a DOT
on-time arrival rate of 82.8% and a systemwide mainline segment
completion factor of 99.7% during the third quarter.  The company
operated 32 days during the quarter without a single mainline
flight cancellation.

"My co-workers ran a superb operation under record passenger
loads," said Continental's president and chief operating officer
Jeff Smisek.  "While our financial results were disappointing, our
operational results were stellar."

During the quarter, Continental set Oct. 27, 2009 as the date for
joining Star Alliance.  The company will end its participation in
SkyTeam after its last scheduled flight on Oct. 24, 2009.
Continental's participation in Star Alliance will provide
significantly improved benefits to customers including access to
the world's largest airline network and reciprocal frequent flier
and airport lounge benefits with Star Alliance's 24 other member
airlines around the world.

To enhance connectivity with Star Alliance member carriers,
Continental will launch nonstop service between Houston and
Frankfurt, Germany on Nov. 1, 2009.  Also in connection with
joining Star Alliance, the company announced service to several
new destinations during the quarter, including nonstop service
between Houston and Edmonton, Canada, and daily nonstop service
from Houston and Cleveland to Washington Dulles International
Airport, both beginning Nov. 1, 2009.

In addition, Continental announced new service from Guam and
Honolulu to Nadi, Fiji starting Dec. 18, 2009, and new flights
between Orange County and Honolulu starting March 7, 2010.

Continental continued to install DIRECTV(R) on its aircraft during
the quarter, with the new service now offered on 30 aircraft.
DIRECTV(R) gives customers the choice of 77 channels of live
television programming -- more channels than any other carrier --
including live sports, news, weather and children's shows.  The
company expects to complete installation of DIRECTV(R) on its
fleet of Boeing 737 Next-Generation and Boeing 757-300 aircraft by
the end of the first quarter of 2011.

During the third quarter, Continental contributed $40 million to
its defined benefit pension plans.  Continental contributed an
additional $36 million to its plans in October, bringing its total
year-to-date contribution to its defined benefit pension plans to
$176 million.

                       Third Quarter Costs

Due primarily to significantly lower jet fuel costs, Continental's
mainline cost per available seat mile (CASM) decreased 21.1% in
the third quarter compared to the same period last year.  The
average mainline price of a gallon of fuel dropped 48.4% year-
over-year and mainline fuel consumption fell by 5.1%.  Holding
fuel rate constant and excluding special items, third quarter 2009
mainline CASM increased 1.0% compared to the third quarter of
2008, on a mainline ASM decline of 4.1%.

"Companywide, everyone has been doing an impressive job managing
costs and looking for additional ways to increase revenue," said
Zane Rowe, Continental's executive vice president and chief
financial officer.

Fuel expense for the quarter declined $926 million (51.2%)
compared to the same period last year as a result of a decrease in
fuel prices and lower volumes.

           Fleet Changes Continue to Improve Efficiency

Continental continued to improve fuel efficiency during the
quarter by retiring older aircraft and adding modern, fuel-
efficient aircraft.  During the quarter, Continental took delivery
of six new Boeing 737-900ERs and removed from service 13 Boeing
737-300s and six Boeing 737-500s.

Having received certification from the Federal Aviation
Administration for the world's first blended 757-300 winglet,
Continental began installing winglets on its entire 757-300 fleet.
The move is estimated to save approximately $7 million in fuel
costs on an annual run-rate basis for its fleet of 757-300
aircraft at current fuel prices.  All of the company's 737-500s,
700s, 800s, 900s and 757-200s have winglets.  The company expects
to complete installation of winglets on its entire narrowbody
fleet by the end of the second quarter of 2010.

                        Cash and Liquidity

Continental ended the third quarter with $2.54 billion in
unrestricted cash, cash equivalents and short-term investments.
At September 30, 2009, Continental had $12.5 billion in total
assets against total current liabilities of $4.26 billion, long-
term debt and capital leases of $5.29 billion, deferred income
taxes of $180 million, accrued pension liability of $1.36 billion,
accrued retiree medical benefits of $241 million, and other
liabilities of $806 million; against stockholders' equity of $446
million.

Maturities of long-term debt due before December 31, 2009, and for
the next four years are:

     October 1, 2009 through
        December 31, 2009             $62,000,000
     Year ending December 31,
        2010                         $968,000,000
        2011                       $1,143,000,000
        2012                         $581,000,000
        2013                         $647,000,000

During the quarter, Continental completed a public offering of
14.4 million shares of its common stock, raising net proceeds of
$158 million.

On July 1, 2009, Continental completed the sale of $390 million of
Pass Through Certificates to be secured by a total of 17 owned
aircraft.  During the third quarter of 2009, the company received
from this sale proceeds of $249 million for general corporate
purposes and $113 million to finance the purchase of four new
Boeing 737-900ER aircraft delivered in the third quarter.  One
remaining new Boeing 737-900ER aircraft will be financed through
this issuance when delivered in the fourth quarter of 2009.

In addition, Continental obtained financing for two new Boeing
737-900ER aircraft, both of which were delivered and financed in
July 2009.  The company has financing commitments for all of its
new aircraft deliveries this year and has backstop financing
available for all of its new aircraft deliveries in 2010.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4736

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,500 daily departures
throughout the Americas, Europe and Asia, serving 133 domestic and
134 international destinations.  With more than 41,000 employees,
Continental has hubs serving New York, Houston, Cleveland and
Guam, and together with its regional partners, carries
approximately 63 million passengers per year.

                           *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.


COYOTES HOCKEY: Sponsor Seeks Rule 2004 Probe in Ch. 11 Case
------------------------------------------------------------
Law360 reports that RideNow Management LLC, which runs a network
of recreational vehicle dealerships, has moved for an examination
under Rule 2004 of the Federal Rules of Bankruptcy Procedure of
Coyotes Hockey and LLC based on the Coyotes hockey team's
inclusion of a sponsorship agreement with the company in a list of
contracts that may be assigned once the team is sold.

The Bankruptcy Court held hearings to consider the winning bidder
for the Coyotes Hockey.  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, which bid $242.5 million, failed
to convince Judge Baum that the NHL's rights could be protected if
he bought the team.  The NHL bid -- which is $100 million lower
than Balsillie's -- was also rejected because it doesn't treat
creditors equally.  The ruling, however, allows the NHL to modify
its bid to address the concerns.  Another hearing on the sale is
scheduled for October 26.

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.


CRACKER BARREL: Moody's Affirms 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Cracker Barrel
Old Country Store, Inc., including its Ba3 Corporate Family Rating
and Probability of Default Rating and Ba3 senior secured rating.
In addition, the outlook for CBRL was changed to stable from
negative.

"The change in outlook to stable from negative reflects Moody's
view that CBRL's debt protection measures should remain adequate
for its current ratings despite persistently weak consumer
spending trends due in large part to lower debt levels" stated
Bill Fahy, Senior Analyst.  In the fourth quarter of fiscal year
2009 the company reduced outstanding debt by approximately
$140 million which was funded with proceeds from sale/leaseback
transactions and internal cash flow.  "The stable outlook also
reflects Moody's belief that the company will continue to focus on
cost reductions and maintain good liquidity" stated Fahy.

Affirmation of CBRL's Ba3 Corporate Family Rating reflects the
company's strong brand recognition, reasonable scale, adequate
debt protection measures, good liquidity, and material real estate
ownership.  Factors constraining the ratings include weak consumer
spending trends that will continue to pressure operating
performance over the intermediate term.  As a result, any material
improvement in debt protection metrics will likely be driven by
lower debt levels versus stronger operating performance.

Moody's last rating action for CBRL occurred on September 2, 2008,
when Moody's downgraded the company's Corporate Family Rating to
Ba3 from Ba2 with a negative outlook.

Cracker Barrel Old Country Store Inc, headquartered in Tennessee,
owns and operates the Cracker Barrel Old Country Store restaurant
and retail concept with approximately 590 restaurants in 41
states.  Annual revenues are approximately $2.4 billion.


CROWN CASTLE: Moody's Assigns 'B1' Rating on $500 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new
$500 million senior notes issued by Crown Castle International
Corp.  The proceeds of the notes are expected to be utilized
towards partial repayment of the outstanding 2005 Tower Revenue
Notes issued by the company's special purpose securitization
vehicles and which mature in June 2035 (but under certain
conditions, start amortizing in June 2010).  With this new issue
essentially a debt-for-debt transaction and hence neutral to
CCIC's overall credit profile, the Ba2 corporate family and
probability of default ratings are affirmed.

In rating CCIC's senior unsecured debt instruments, Moody's has
taken a forward look with respect to the composition of the
company's debt obligations.  As CCIC's securitization facilities
become due, or face mandatory amortization traps it is highly
probable that more traditional debt financing will continue to be
used to repay the securitizations.  As a result, the individual
debt instruments are subject to potential near-term variability
especially if they are in close proximity of the expected loss
assumptions underlying the rating breakpoints under Moody's Loss
Given Default framework.  Consequently, the new $500 million
senior notes being issued by CCIC are rated B1 (LGD5-86%) and rank
equivalent to the $900 million of debt issued by CCIC in January
2009, reflecting their ranking behind the secured debts that enjoy
a fully secured position in the company's asset pool.  The B1
rating is one notch lower than the LGD methodology-implied rating,
due to Moody's expectation that CCIC will add more traditional
debt in the future to repay the securitizations.

Concurrent with the completion of this senior unsecured note
offering Moody's also upgraded the company's short-term liquidity
rating to SGL-1 (indicating very good liquidity) from SGL-2
(indicating good liquidity) reflecting improved liquidity,
including healthy internal cash flow generation, higher cash
balances and refinancing initiatives that have successfully
addressed looming debt maturities.

Assignments:

Issuer: Crown Castle International Corp.

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1 LGD5,
     86%

Upgrades:

Issuer: CC Holdings GS V LLC

  -- Senior Secured Regular Bond/Debenture, Upgraded to Baa3 LGD2,
     13% from Baa3 LGD2, 16%

Issuer: Crown Castle International Corp.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-2

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1 LGD5,
     86% from B1 LGD5, 89%

Issuer: Crown Castle Operating Company

  -- Senior Secured Bank Credit Facility, Upgraded to Ba2 LGD4,
     50% from Ba2 LGD4, 59%

Moody's most recent rating action was on 5 October 2009, at which
time Moody's upgraded CCIC's CFR to Ba2 from Ba3 reflecting
continued strength in CCIC's financial and operational performance
resulting in expectations of an improved credit profile, including
Moody's adjusted Debt/EBITDA leverage falling below 7.0x.

Based in Houston, Texas, Crown Castle International Corp (NYSE:
CCI) is a wireless tower operator.


CROWN CASTLE: S&P Affirms Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Crown Castle International Corp. The
outlook is stable.

Standard & Poor's also affirmed its 'B+' unsecured debt issue
ratings on Crown Castle.  The '4' recovery rating on the debt
remains unchanged.

S&P also assigned a 'B+' rating to the company's proposed
$500 million of new senior unsecured notes, with a '4' recovery
rating, denoting S&P's expectation of average (30%-50%) recovery
in the event of a payment default.

"The ratings reflect the company's very aggressive financial
policy, given its historical use of debt and excess cash flow to
fund significant stock repurchases," said Standard & Poor's credit
analyst Catherine Cosentino.  As a result, leverage is high, at
8.9x for the 12 months ended June 30, 2009, including redeemable
preferred stock, overshadowing its strong business profile as one
of the largest independent tower operators in the U.S., with a
total portfolio of about 23,000 towers.

The cash flows generated by the business have a very high degree
of stability, given the long-term nature of the carrier contracts
and high contract renewal rates.  In addition, there has been a
trend toward longer term contracts in this business and no ability
to terminate early without fully honoring the contract.  Typical
of the tower leasing industry, the high operating leverage of the
business also contributes to extremely healthy tower gross profit
and overall EBITDA margins, which were 67.2% and 57.9%,
respectively, for the three months ended June 30, 2009.  A high
percentage of the business' EBITDA can translate into
discretionary free cash flow, given very modest maintenance
capital expenditures.  However, the company's historically
aggressive buyback of common stock has limited leverage
improvement over the past few years.  Since the beginning of 2009,
the company has moderated its share repurchases, given capital
market conditions, but long term, as credit markets improve the
company may be more aggressive in its stock repurchase activities.

S&P expects the high degree of stability of the tower leasing
business' cash flows to continue to support the 'B+' rating over
the next year despite high leverage.  Continued build-out by the
wireless carriers of fourth-generation network upgrades, coupled
with tower leasing escalators, provides good growth prospects.
However, the company's intermediate-term refinancing risks and
aggressive leverage-prompted largely by historically aggressive
stock repurchase activities-tempers prospects for improvement in
its financial profile and outlook over the next year.  However, if
leverage rises significantly more than 10x, S&P could revise the
outlook to negative.


CUPERTINO SQUARE: Being Liquidated; Claims to Be Heard on Nov. 12
-----------------------------------------------------------------
Matt Wilson at San Jose Mercury News reports that the Cupertino
Square shopping mall is being liquidated and a court-appointed
trustee overseeing the liquidation of the mall's assets is
distributing appropriate funds to the owed creditors.  A hearing
is set for November 12 to determine whether some claims should be
sent back to Santa Clara County Superior Court or if the cases
should be consolidated and settled in bankruptcy court, Mercury
News reports.  According to the report, a status review of
Cupertino Square's case against Gramercy Warehouse Funding I LLC,
which owns the property at 1023 Wolfe Road, is set for
December 17.  Cupertino Square sued Gramercy in Superior Court for
breach of contract in 2008.  Gramercy countersued for mall
mismanagement and began foreclosure proceedings.  A portion of the
case relating to claims by and against guarantors of the loan in
the case was remanded back to Superior Court in June 2009.

Headquartered in Cupertino, California, Cupertino Square LLC
operates shopping centers.  The company and its affiliate, Vallco
International Shopping Center LLC, filed for Chapter 11 protection
on Sept. 2, 2008 (Bankr. N.D. Calif. Lead Case No.08-54897).
Richard A. Lapping, Esq., at Thelen LLP, represents the Debtors in
their restructuring efforts.  The U.S. Trustee for Region 17
appointed creditor to serve on an Official Committee of Unsecured
Creditors.  Marianne Dickson, Esq., and Scott H. McNutt, Esq., at
McNutt Law Group, represent the Committee. When the Debtors filed
for protection from their creditors, they listed assets and debts
between $100 million and $500 million each.


DBSD NORTH AMERICA: Sprint to Appeal Nixed $1.9B Claim
------------------------------------------------------
Law360 reports that Sprint Nextel Corp. has laid out the grounds
for an appeal of its dismissed bid to hold DBSD North America Inc.
and its debtor-affiliates jointly liable for $1.9 billion to cover
reimbursements for clearing spectrum band.

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-
13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus, Esq.,
at Kirkland & Ellis LLP, in New York; and Marc J. Carmel, Esq.,
Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago, serve
as the Debtors' counsel.  Jefferies & Company is the proposed
financial advisors to the Debtors.  The Garden City Group Inc. is
the court-appointed claims agent for the Debtors.  When the
Debtors sought for protection from their creditors, they listed
between $500 million and $1 billion each in assets and debts.


DEBT RESOLVE: Raises $985,000 from Private Financing
----------------------------------------------------
Debt Resolve, Inc. on October 20 said it has completed a non-
brokered private financing round raising $984,959.

According to David Rainey, President and Interim CEO of Debt
Resolve, "This financing round has enabled Debt Resolve to
significantly restructure our balance sheet and initiate software
upgrades to our system.  We are on plan with our 2009 goals as
outlined in our October 8, 2009 press release.  Lenders and
consumers are actively seeking solutions offered by companies like
Debt Resolve, and the work we have done this year will help enable
us to meet that demand."

On October 8, 2009, the Company had announced a successful initial
restructuring of its balance sheet, reducing approximately 41% of
the liabilities of continuing operations.

                        About Debt Resolve

Headquartered in White Plains, New York, Debt Resolve Inc. --
http://www.debtresolve.com/-- provides lenders, collection
agencies, debt buyers and utilities with a patented online bidding
system for the resolution and settlement of consumer debt and a
collections and skip tracing solution that is effective at every
stage of collection and recovery.  Through its subsidiary, DRV
Capital LLC, the company is actively engaged in the purchase and
collections of distressed accounts receivable using its own
collections solutions.  Through its subsidiary, First Performance
Corporation, the company is actively engaged in operating a
collection agency for the benefit of its clients, which include
banks, finance companies and purchasers of distressed accounts
receivable.

                       Going Concern Doubt

The Company recorded net losses of $10,459,172 in 2008 and
$12,595,917 in 2007.  RBSM LLP, which audited the 2008 results,
notes the Company has incurred significant losses since inception.
This raises substantial doubt about the Company's ability to
continue as a going concern, the auditor said.

As of Dec. 31, 2008, assets total $306,061 while debts total
$8,823,534.


DECODE GENETICS: Maturity of Promissory Note Extended to Friday
---------------------------------------------------------------
Effective October 15, 2009, the secured promissory note dated
September 11, 2009, among deCODE genetics, Inc., MediChem Life
Sciences, Inc., deCODE Biostructures, Inc. and Saga Investments
LLC, as amended on September 25, 2009, October 1, 2009 and
October 9, 2009, was further amended to increase the principal
amount thereof to $3,520,000 and to provide that the maturity date
thereunder is October 23, 2009.

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

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

                       Going Concern Doubt

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

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

                      About deCODE Genetics

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


DHP HOLDINGS: Court Moves Excl. Plan Filing Deadline to Dec. 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
DHP Holdings II Corporation, et al.'s exclusive period to file a
plan until Dec. 24, 2009, and their exclusive period to solicit
acceptances thereof until Feb. 23, 2010.

This is the second extension of the Debtors' exclusive periods.

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors proposed AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company, along with
its non-debtor subsidiaries and affiliates, had assets of
$132.5 million and liabilities of $133.2 million.


DHP HOLDINGS: Creditors Committee Wants Case Converted to Ch. 7
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of DHP Holdings II Corporation, et al., asks the U.S.
Bankruptcy Court for the District of Delaware to convert the
Debtors' bankruptcy cases to liquidation under Chapter 7.

The Committee said that the Debtors seem to have difficulty paying
its business expenses.  The Committee added that the Debtors do
not meet their obligations and function under a negative
postpetition cash flow.

The Committee relates that the conversion is in the best interest
of the estate, creditors and parties-in-interest.

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors proposed AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company, along with
its non-debtor subsidiaries and affiliates, had assets of
$132.5 million and liabilities of $133.2 million.


DINWIDDIE MEMORIAL: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dinwiddie Memorial Park, Inc.
        P.O. Box 1053
        Petersburg, VA 23804

Bankruptcy Case No.: 09-36805

Chapter 11 Petition Date: October 19, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Chief Judge Douglas O. Tice Jr.

Debtor's Counsel: Robert S. Westermann, Esq.
                  Hirschler Fleischer, P.C.
                  2100 East Cary Street
                  The Edgeworth Building
                  Richmond, VA 23223
                  Tel: (804) 771-5610
                  Fax: (804) 644-0957
                  Email: rwestermann@hf-law.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
11 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-36805.pdf

The petition was signed by Ronald D. Hess, president of the
Company.


DRAGON PHARMACEUTICAL: Chang Lee Replaces E&Y as Auditors
---------------------------------------------------------
Dragon Pharmaceutical Inc. reports that on October 9, 2009, it
decided not to reappoint Ernst & Young LLP as its independent
accountant for the year ending December 31, 2009.

On October 14, 2009, Dragon Pharmaceutical engaged Chang Lee LLP
to serve as its independent registered public accounting firm for
its fiscal year ending December 31, 2009.

E&Y's report on Dragon Pharmaceutical's consolidated balance
sheets as of December 31, 2008 and 2007, and the related
consolidated statements of operations and comprehensive income,
stockholders' equity (deficit) and cash flows for the years then
ended, did not contain an adverse opinion, and was not modified as
to uncertainty, audit scope or accounting principles.

Dragon Pharmaceutical says the decision to change independent
accountants was made and approved by its Audit Committee on
October 9, 2009, which is comprised of independent directors who
serve on the Company's Board of Directors.

During Dragon Pharmaceutical's most recent fiscal years ended
December 31, 2008 and 2007, through the subsequent interim periods
ended March 31, 2009, June 30, 2009 and September 30, 2009, and
further through October 9, 2009, there have been no disagreements
with E&Y on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to the satisfaction of E&Y,
would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its report.

Dragon Pharmaceutical also notes that during its most recent
fiscal years ended December 31, 2008 and 2007, through the
subsequent interim periods ended March 31, 2009, June 30, 2009 and
September 30, 2009, and further through October 9, 2009, E&Y did
not advise Dragon Pharmaceutical on any matter set forth in Item
304(a)(1)(v)(A) through (D) of Regulation S-K.

During its most recent fiscal years ended December 31, 2008 and
2007, and through the subsequent interim periods ended March 31,
2009, June 30, 2009 and September 30, 2009, up until their date of
engagement, Dragon Pharmaceutical did not consult with Chang Lee
LLP regarding (i) the application of accounting principles to a
specific transaction, either completed or contemplated, or the
type of audit opinion that might be rendered on its financial
statements, and no written report or oral advice was provided to
Dragon Pharmaceutical that was an important factor to be
considered by the Company in reaching a decision as to an
accounting, auditing or financial reporting issue; or (ii) any
matter that was either the subject of a disagreement (as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K).

                    About Dragon Pharmaceutical

Dragon Pharmaceutical Inc. (TSX: DDD; OTCBB: DRUG; BBSE: DRP) --
http://www.dragonpharma.com/-- incorporated in Florida and
headquartered in Vancouver, Canada, manufactures and distributes a
broad line of antibiotic products including Clavulanic Acid and 7-
ACA, a key intermediate to produce cephalosporin antibiotics and
formulated drugs.  Dragon Pharma is the third largest 7-ACA
producer and the dominant manufacturer and market leader of
Clavulanic Acid products in China.  Dragon Pharma utilizes its
nationwide sales distribution network, close customer
relationships, understanding of local markets and customer needs
and low cost structure to outperform its international and
domestic peers.  With an annual capacity of 780 tons, Dragon
Pharma is the largest exporter of 7-ACA in China.

As of June 30, 2009, the Company had $150.5 million in total
assets and $89.6 million in total liabilities.  The Company has a
working capital deficiency of $36.6 million as at June 30, 2009.
However, the Company has developed and is implementing a plan to
decrease its debt and increase its working capital which will
allow the Company to continue operations.

The Company plans to seek additional equity through the conversion
of some of its liabilities and expects to raise funds through
private placements to support existing operations and expand the
range and scope of its business.  The Company has also
significantly increased production levels which is expected to
generate additional cash flow.  In addition, the Company intends
to continue to renegotiate and extend loans, as required, when
they become due, as has been done in the past.

"There is no assurance that additional funds will be available for
the Company on acceptable terms, if at all, or that the Company
will be able to renegotiate and extend the loans.  If adequate
funds are not available or not available on acceptable terms or
the Company is unable to renegotiate or extend its loans, the
Company may be required to scale back or abandon some activities.
Management believes that actions presently taken provide the
opportunity for the Company to continue as a going concern.  The
Company's ability to achieve these objectives cannot be determined
at this time.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its Form 10-Q report with the U.S. Securities and Exchange
Commission.


DTD ENTERPRISES: To Pay for Class-Action Beneficiary Notification
-----------------------------------------------------------------
Henry Gottlieb at New Jersey Law Journal reports that New Jersey
Judge Nicholas Stroumtsos Jr. ruled that DTD Enterprises, Inc.,
which was sued for consumer fraud, should pay the cost of
notifying up to 1,600 potential class-action beneficiaries.

Law Journal notes that three U.S. Supreme Court justices have
criticized the New Jersey judge's use of a means test that led to
the ruling.

Law Journal quoted Justice Anthony Kennedy, Sonia Sotomayor, and
Chief Justice John Roberts Jr., as saying, "To the extent that New
Jersey law allows a trial court to impose the onerous costs of
class notification on a defendant simply because of the relative
wealth of the defendant and without any consideration of the
underlying merits of the suit, a serious due process question is
raised."

According to Law Journal, Judge Kennedy said, "Where a court has
concluded that a plaintiff lacks the means to pay for class
certification, the defendant has little hope of recovering its
expenditures later if the suit proves meritless.  And there is
considerable force to the argument that a hearing in which the
trial court does not consider the underlying merits of the class-
action suit is not consistent with due process because it is not
sufficient, or appropriate, to protect the property interest at
stake."

Law Journal relates that the three justices agreed with the
Court's decision not to hear the case, on procedural grounds.  No
state appeals court had reviewed the ruling by Superior Court
Judge Stroumtsos Jr. and the defendant has filed for bankruptcy,
which automatically stayed proceedings in other courts, according
to the report.

The cost of the notification became an issue because DTD
Enterprises didn't conduct in-house review of the records that
Judge Stroumtsos ordered, which would have been a lot less
expensive than the outside audit that eventually had to be
performed, Law Journal states, citing the plaintiffs' class
lawyer, Andrew Wolf of Galex & Wolf.

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


DUKE INVESTMENTS LLC: Files for Ch 11, Won't Close Restaurants
--------------------------------------------------------------
Duke Investments LLC, after filing for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court in Alaska, doesn't plan to
close its restaurants.  Duke Investments said that it expects no
restaurant closures or layoffs during the financial
reorganization, ktuu.com relates.

Duke Investments LLC, dba Chili's Grill & Bar, is based in
Anchorage, Alaska.


EDSCHA BIRMINGHAM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Edscha Birmingham
           dba Edscha USA, Inc.
           dba Edscha Jackson, Inc.
        Suite 438B, 401 South Old Woodward
        Birmingham, MI 48009

Bankruptcy Case No.: 09-39055

Chapter 11 Petition Date: October 19, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Michael L. Gesas, Esq.
                  Arnstein & Lehr, LLP
                  120 South Riverside Plaza, 1200
                  Chicago, IL 60606-3910
                  Tel: (312) 876-7125
                  Fax: (312) 876-6260
                  Email: mlgesas@arnstein.com

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

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

According to the schedules, the Company has assets of at least
$6,438,346, and total debts of $672,357,563.

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/ilnb09-39055.pdf

The petition was signed by Darlene Knight, president of the
Company.


EMDEON BUSINESS: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Nashville-based Emdeon Business
Services LLC to 'BB-' from 'B+'.  The outlook is stable.  At the
same time, S&P raised both the issue-level rating on the company's
first-lien facility one notch to 'BB' from 'BB-' and the issue-
level rating on the $170 million second-lien term loan to 'B' from
'B-' as a result of the upgrade of the corporate credit rating.

"The upgrade reflects positive operating and credit trends and
enhanced liquidity as a result of the company's recent IPO, as
well as better clarity on its growth strategy and financial
policy," said Standard & Poor's credit analyst Jennifer Pepper.
In the past two years, Emdeon has reduced debt to EBITDA to 3.7x
from 5.3x, and S&P expects this metric to improve further to the
low-3x area in the next four quarters despite ongoing moderate-
sized acquisitions.  The outlook is stable.


ENERGY FUTURE: Q3 Results Conference Call Scheduled for October 30
------------------------------------------------------------------
Energy Future Holdings Corp. it has scheduled a conference call to
discuss its third quarter financial and operating results on
Friday, October 30, 2009.  EFH plans to release its third quarter
results in its Quarterly Report on Form 10-Q, which is expected to
be filed with the U.S. Securities and Exchange Commission no later
than 8:00 a.m. Eastern on October 30, 2009.

At 10:00 a.m. Central (11:00 a.m. Eastern) on Friday, October 30,
2009, EFH will host a conference call to discuss its third quarter
results with its investors.  The conference call will be webcast
live at www.energyfutureholdings.com in the Investor Relations
section.  A replay will be available on the website later that day
for those unable to participate in the live event.

The following information is provided for investors who would like
to participate in the conference call:

United States & Canada:    (888) 825-4458
International:             (973) 638-3323
Conference ID:             33735303
Moderator:                 Tim Hogan

                        About Energy Future

Energy Future Holdings Corp. is a diversified energy holding
company with a portfolio of competitive and regulated energy
businesses in Texas.  Oncor, an 80%-owned entity within the EFH
group, is the largest regulated transmission and distribution
utility in Texas.  The company delivers electricity to
approximately three million delivery points in and around Dallas-
Fort Worth.

                           *     *     *

In October 2009, Moody's Investors Service downgraded the
probability of default rating for Energy Future to 'Ca' from
'Caa1' and affirmed the 'Caa1' corporate family rating following a
recent debt exchange which Moody's believes was a distressed
exchange.  Fitch Ratings has affirmed an issuer default rating of
'B', with negative outlook, for Energy Future


ENERGY FUTURE: Early Tender Date of Exchange Offers Extended
------------------------------------------------------------
Energy Future Holdings Corp., its direct, wholly owned subsidiary,
Energy Future Intermediate Holding Company LLC, and EFIH's direct,
wholly owned subsidiary, EFIH Finance Inc., announced October 20
extensions of (i) the early tender date for their previously
announced exchange offers to exchange certain outstanding debt
securities for up to $4.0 billion of new senior secured notes to
be issued by EFH Corp. and/or the EFIH Offerors and (ii) the
consent date for the related consent solicitations from holders of
certain Old Notes to certain proposed amendments to the related
indentures, in each case upon the terms and subject to the
conditions set forth in the prospectus relating to the Exchange
Offers and the Consent Solicitations and the related Consent and
Letter of Transmittal, as amended hereby.  The Old Notes that are
the subject of the Exchange Offers are the 5.55% Series P Senior
Notes due 2014, the 6.50% Series Q Senior Notes due 2024, the
6.55% Series R Senior Notes due 2034, the 11.250%/12.000% Senior
Toggle Notes due 2017 and the 10.875% Senior Notes due 2017, in
each case issued by EFH Corp., and the 10.25% Senior Notes due
2015 and the 10.25% Senior Notes due 2015, Series B, in each case
issued by Texas Competitive Electric Holdings Company LLC and TCEH
Finance, Inc.

The Early Tender Date and the Consent Date have each been extended
to 5:00 p.m., New York City time, on October 23, 2009, unless
either of them is further extended.

Except for the extensions of the Early Tender Date and the Consent
Date, all of the terms and conditions of the Exchange Offers and
Consent Solicitations set forth in the Prospectus and the related
Consent and Letter of Transmittal remain unchanged.

The Exchange Offers are not conditioned on any minimum principal
amount of Old Notes being tendered or the issuance of a minimum
principal amount of New Senior Secured Notes offered in the
Exchange Offers.  However, the Exchange Offers are subject to
certain other conditions, including the conditions (which cannot
be waived) that the Registration Statement, of which the
Prospectus forms a part, has been declared effective by the
Securities and Exchange Commission and that each series of the New
Senior Secured Notes to be issued in the Exchange Offers is
approved for listing on the New York Stock Exchange, subject to
notice of issuance, each as more fully described in the
Prospectus.

Subject to applicable law, EFH Corp. and the EFIH Offerors have
the right to amend, at any time and for any reason, and may
terminate or withdraw any of the Exchange Offers and the Consent
Solicitations if any of the conditions to the Exchange Offers are
not satisfied or waived.

EFH Corp. and the EFIH Offerors filed a registration statement on
Form S-4 relating to the Exchange Offers and the Consent
Solicitations with the SEC on October 5, 2009.  The Registration
Statement has not yet become effective, and the New Senior Secured
Notes may not be issued, nor may the Exchange Offers be completed,
until such time as the Registration Statement has been declared
effective by the SEC and is not subject to a stop order or any
proceedings for that purpose.

Copies of the preliminary Prospectus relating to the Exchange
Offers and the Consent Solicitations and the related Consent and
Letter of Transmittal will be made available to all holders of Old
Notes free of charge and may be obtained from Global Bondholder
Services Corporation, the Information Agent for the Exchange
Offers, at (866) 387-1500 (U.S. toll free) or (212) 430-3774.
Citigroup Global Markets Inc. and Goldman, Sachs & Co. are acting
as the lead dealer managers in connection with the Exchange Offers
and the lead solicitation agents in connection with the Consent
Solicitations, and Banc of America Securities LLC, Credit Suisse
Securities (USA) LLC, J.P. Morgan Securities Inc., KKR Capital
Markets LLC and Morgan Stanley & Co. Incorporated are also acting
as dealer managers and solicitation agents, in each case, as
described in the Prospectus.  For additional information, you may
contact Citigroup Global Markets Inc. at (800) 558-3745 (U.S. toll
free) or (212) 723-6106 (collect) or Goldman, Sachs & Co. at (800)
828-3182 (U.S. toll free) or (212) 357-4692 (collect). The
Prospectus and the related Consent and Letter of Transmittal are
also available free of charge at the SEC's website at www.sec.gov.

                        About Energy Future

Energy Future Holdings Corp. is a diversified energy holding
company with a portfolio of competitive and regulated energy
businesses in Texas.  Oncor, an 80%-owned entity within the EFH
group, is the largest regulated transmission and distribution
utility in Texas.  The company delivers electricity to
approximately three million delivery points in and around Dallas-
Fort Worth.

                           *     *     *

In October 2009, Moody's Investors Service downgraded the
probability of default rating for Energy Future to 'Ca' from
'Caa1' and affirmed the 'Caa1' corporate family rating following a
recent debt exchange which Moody's believes was a distressed
exchange.  Fitch Ratings has affirmed an issuer default rating of
'B', with negative outlook, for Energy Future


ERICKSON RETIREMENT: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Erickson Retirement Communities, LLC
        701 Maiden Choice Lane
        Baltimore, MD 21228

Bankruptcy Case No.: 09-37010

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Ashburn Campus, LLC                                09-37018
Columbus Campus, LLC                               09-37019
Concord Campus GP, LLC                             09-27021
Concord Campus, LP                                 09-37020
Dallas Campus GP, LLC                              09-37013
Dallas Campus, LP                                  09-37012
Erickson Construction, LLC                         09-37016
Erickson Group, LLC                                09-37015
Houston Campus, LP                                 09-37022
Kansas Campus, LLC                                 09-37024
Littleton Campus, LLC                              09-37023
Novi Campus, LLC                                   09-37025
Senior Campus Services, LLC                        09-37017
Warminster Campus GP, LLC                          09-37027
Warminster Campus, LP                              09-37026

Type of Business: 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.  The communities have 23,000
                  residents in total.

                  See http://www.ericksonliving.com/

Chapter 11 Petition Date: October 19, 2009

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtors' Counsel:  Vincent P. Slusher, Esq.
                   Thomas R. Califano, Esq.
                   Jeremy R. Johnson, Esq.
                   DLA Piper LLP (US)
                   1717 Main Street, Suite 4600
                   Dallas, Texas 75201
                   Tel: (214) 743-4572
                   Fax: (972) 813-6267

Debtors'
Investment Banker
and Financial
Consultant:        Houlihan, Lokey, Howard & Zoukin, Inc.

Debtors'
Restructuring
Adviser:           Alvarez & Marsal

Debtors'
Claims Agent:      BMC Group Inc.
                   18750 Lake Drive East
                   Chanhassen, MN 55317

Total assets: $2.7 billion as of Sept. 30, 2009

Total debts: $3.0 billion as of Sept. 30, 2009

Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Braun Construction Group, Inc. Trade             $4,663,730
39395 W. 12 Mile Rd., Suite 100
Farmington Hills, MI 48331

Microsoft Licensing GP         Trade             $1,655,906
c/o Bank of America
1950 N Stemmons Fwy, Suite 5010
Dallas, TX 75207

PHD                            Trade             $1,427,480
220 East 42nd Street
New York, NY 10017

BBDO                           Trade             $940,839
1285 Avenue of the Americas
New York, NY 10019

Northwest Electric             Trade             $737,455
12442 Owings Mills Blvd.
PO Box 37
Reistertown, MD 21136

Regional Construction          Trade             $657,559
Resources Inc.
5600 NW Central, Suite 100
Houston, TX 77092

Becker Electrical Group, Inc   Trade             $580,376
4210 43rd Ave.
Kenosha, WI 53114

Westside Mechanical, Inc.      Trade             $549,435
2007 Corporate Lane
Naperville, IL 60563

Dorsky Hodgson Parrish Yue     Trade             $374,390

W.H. Boyer, Inc.               Trade             $333,231

Worth & Company, Inc.          Trade             $281,114

Sherman Mechanical, Inc.       Trade             $268,512

Welch Drywall                  Trade             $266,343

Cavan Construction Company     Trade             $258,455
Inc.

Commercial Carpet Consultants  Trade             $242,819
Inc

William A. Hazel, Inc.         Trade             $234,637

South Shore Ironworks Inc.     Trade             $223,611

Ascher Brothers Co., Inc.      Trade             $208,228

Fiore & Sons, Inc              Trade             $206,485

Belfast Valley Contractor      Trade             $206,139

Prate Installations, Inc.      Trade             $205,213

Northern Mechanical            Trade             $199,943
Contractors Inc.

Price Modern                   Trade             $197,169

Saul Ewing LLP                 Trade             $194,893

Key Equipment Finance or       Trade             $192,017
Oracle Credit

Health Medx                    Trade             $174,580

McKesson Medical-Surgical      Trade             $167,687

G W Thiel, Inc.                Trade             $165,994

Hajoca Coporation              Trade             $160,000

Whirlpool Corporation          Trade             $152,612

The petition was signed by Guy Sansone, chief restructuring
officer.


ERICKSON RETIREMENT: NorthBay Excluded in Bankruptcy
----------------------------------------------------
Cheryl Mattix at cecilwhig.com reports that NorthBay won't be
affected by Erickson Retirement Communities LLC's bankruptcy
filing.  Erickson Retirement wants to restructure more than
$1 billion in debt and sell its struggling real estate development
arm to Redwood Capital Investments LLC, the report says.

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.


ERICKSON RETIREMENT: Names BMC Group as Claims and Noticing Agent
-----------------------------------------------------------------
Erickson Retirement Communities LLC and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Northern District of Texas for
permission to employ BMC Group Inc. as their noticing, claims and
balloting agent.

The firm has agreed to, among other things, assist the Debtors
with the compilation, administration, evaluation and production of
documents and information necessary to support a restructuring
effort.

Papers filed with the Court did not disclose the firm's standard
hourly rates.

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

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
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.


ERICKSON RETIREMENT: Seeks Dec. 18 Extension for Schedules
----------------------------------------------------------
Erickson Retirement Communities LLC and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Northern District of Texas to
extend, until Dec. 18, 2009, the period within which they can file
their schedules of assets and liabilities, and statements of
financial affairs.

The requested extension of time, the Debtors say, will provide
sufficient time to prepare and file the schedules and statements.

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.


FIA CARD: Moody's Confirms 'D+' Bank Financial Strength Rating
--------------------------------------------------------------
Moody's Investors Service confirmed the Bank Financial Strength
Rating of FIA Card Services, N.A. at D+, but lowered the
associated baseline credit assessment by one notch to Ba1 from
Baa3.  (A BFSR of D+ translates to a BCA of either Baa3 or Ba1.)
FIA's long-term debt and deposit ratings were affirmed at Aa3, and
the company's short-term ratings were affirmed at Prime-1.  The
rating outlook on the BFSR is negative, while the rating outlook
on the debt and deposit ratings is stable.

The rating action concludes the review of FIA's BFSR/BCA initiated
on July 22, 2009.  FIA, an indirect wholly owned U.S. bank
subsidiary of Bank of America Corp., is the legal entity for BAC's
U.S., Canada, and U.K. credit card businesses.

Moody's lowering of FIA's BCA reflects a number of fundamental
credit challenges FIA is facing as a result of a cyclically weak
economic environment as well as structural changes in the credit
card industry.  These challenges include heightened pressure on
asset quality and increased loan loss provisioning that Moody's
expects will cause the company to record sizable net losses in
2009 and 2010.  Additionally, the provisions of new credit card
legislation (Credit CARD Act) and regulations (Regulation AA or
UDAP - Unfair or Deceptive Acts or Practices), when fully
implemented in 2010, will further constrain revenues and place
additional pressures on profitability.

In response to these issues, Moody's expects FIA and BAC to make
changes to their credit card strategy.  Any strategy shift will
likely take time to implement and entail considerable execution
risk and uncertainty, particularly given the presence of large,
entrenched competitors.  On balance, this combination of factors
results in a somewhat diminished level of intrinsic credit
quality, in Moody's view.

Positively, FIA has undertaken a series of steps to help mitigate
its risks.  These include recent portfolio re-pricing actions,
tightened credit and collections initiatives, positive liquidity
and funding actions including the transfer to FIA on an ongoing
basis of Merrill Lynch private client cash deposits formerly swept
into Merrill Lynch Bank USA, and substantial capital infusions
from its parent company.  These initiatives serve to temper the
downside risk to the firm and its creditors.

Notwithstanding the pressure on FIA's stand-alone financial
position, Moody's believes that FIA benefits from a very high
likelihood of support from its parent and affiliates,which in turn
benefit from a very high level of support from the U.S.
government.  Moody's affirmation of FIA's debt and deposit ratings
at Aa3/Prime-1 with a stable outlook reflects this view.  In
addition, the affirmation incorporates the benefit that FIA's
creditors obtain from the FDIC cross guarantee provisions, which
in Moody's view creates a very strong incentive for Bank of
America, N.A. to support FIA.  The bank deposit and senior debt
ratings of FIA therefore match those of Bank of America's lead
bank.  Debt and deposit ratings also reflect the fact that Moody's
support assumptions have increased for systemically important
institutions during the global financial crisis.

Moody's BFSR represents Moody's opinion of a bank's intrinsic
safety and soundness and, as such, excludes external credit
support elements, such as support from a parent or government.

The last rating action on FIA was on July 22, 2009, when Moody's
placed FIA's BFSR on review for possible downgrade.

FIA Card Services, N.A., based in Wilmington, Delaware, reported
total assets of $143.7 billion as of June 30, 2009.  FIA, an
indirect wholly owned U.S. bank subsidiary of BAC, is the legal
entity for BAC's U.S., Canada, and U.K. credit card businesses.


FINLAY ENTERPRISES: Creditors Have Until Dec. 1 to File Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set Dec. 1, 2009, as the deadline for creditors -- except
governmental units -- to file proofs of claim against Finlay
Enterprises Inc. and its debtor-affiliates.  Governmental units
are required to send in their proofs of claim by Feb. 1, 2010.

Each proof of claim must be sent to:

a) If by overnight mail, to:

   Finlay Enterprises, Inc. Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   757 Third Avenue, 3rd Floor
   New York, New York 10017

b) If by first-class mail, to:

   Finlay Enterprises, Inc. Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   FDR Station, P.O. Box 5285
   New York, New York 10150-5285

c) If by hand delivery, to:

   Finlay Enterprises, Inc. Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   757 Third Avenue, 3rd Floor
   New York, New York 10017

     -- or --

   Clerk of the United States Bankruptcy Court
   Attn: Finlay Enterprises, Inc. Claims Processing
   One Bowling Green
   New York, New York 10004

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008.  The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S.D.N.Y. Case No. 09-14873).  Weil, Gotshal & Manges
LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.

On September 25, 2009, the Bankruptcy Court appointed Gordon
Brothers Retail Partners, LLC, as agent for Finlay Enterprises and
its affiliates and subsidiaries to conduct "store closing" or
similar sales of merchandise located at all of the Company's
retail store locations and the Company's two distribution centers.
The transaction is expected to be completed by February 28, 2010.
Gordon Brothers bid 85.75 cents on the dollar for inventory valued
at an estimated $116 million for closings sales of 49 Finlay
stores.  Gordon had a prepetition contract to conduct store
closings sales for 55 other stores.


CATHOLIC CHURCH: Delaware Diocese Wants Suits vs. Priests Stayed
----------------------------------------------------------------
The Catholic Diocese of Wilmington Inc. filed for Chapter 11 on
October 18, automatically staying the sexual abuse lawsuits
against it.  Because the automatic stay doesn't apply to non-
debtor defendants, the Diocese, according Bill Rochelle at
Bloomberg News, has asked the Bankruptcy Court to enter an order
freezing state court suits against other defendants such as
parishes, the diocese's vicar general, a former bishop and a
priest accused of abuse.

The diocese filed for Chapter 11 protection the day before the
first of seven suits was scheduled for jury trial in Delaware
state court.  Jury trials in six other cases were to proceed at
10-day intervals until completed.

A lawyer for a sexual abuse victim has already filed a motion with
Bankruptcy Court asking for relief from stay to allow a November
16 state court trial against the Diocese 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.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  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.

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 filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000.


FORD MOTOR: Intellectual Property Hampers Geely, Volvo Talks
------------------------------------------------------------
Keith Naughton and Cathy Chan at Bloomberg News report that talks
over the sale of Ford Motor Co.'s Volvo unit to Geely Holding
Group Co. could collapse without an agreement on intellectual
property.

According to Bloomberg, two people familiar with the talks said
Geely and Ford officials are meeting in London this week to try to
resolve the U.S. automaker's concerns about sharing technology and
future product plans.

Bloomberg relates the people said without an accord, Ford may opt
to keep the Swedish unit, where losses are narrowing and sales are
improving.

                          About Volvo Cars

Based in Gothenburg, Sweden, Volvo Car Corporation --
http://www.volvocars.com/-- since 1999, has been 100% owned by
Ford Motor Company.  The 'Volvo' name is the property of Volvo
Trademark Holding AB, which is owned jointly by Volvo Car
Corporation and the company's former owner, AB Volvo.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The Company provides
financial services through Ford Motor Credit Company.  The Company
has operations in Japan in the Asia Pacific region.  In Europe,
the Company maintains a presence in Sweden, and the United
Kingdom.  The Company also distributes its brands in various
Latin-American regions, including Argentina and Brazil.

As reported in the Troubled Company Reporter on Sept. 7, 2009,
Moody's upgraded the Corporate Family Rating of Ford Motor Company
to Caa1 from Caa3, and also raised the company's Speculative Grade
Liquidity rating to SGL-3 from SGL-4.  The rating outlook was
changed to Stable from Negative.  Ford's Probability of Default
Rating remains at Caa3.  In a related action, Moody's placed the
Caa1 senior unsecured rating of Ford Motor Credit Company LLC on
review for possible upgrade.


FORUM HEALTH: Hearing on Ex-CEO's Pay, Interim CEO Hiring Oct. 27
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing October 27 to consider
proposals by Forum Health to bring back former CEO Walter Pishkur
as consultant and ink a deal with FTI Consulting to provide an
interim CEO.

To recall, Mr. Pishkur was asked to leave the Company as part of a
negotiated resolution of certain disputes between the Debtors and
the holders of, trustees for and insurers of, bonds issued
prepetition by the Debtors.  However, the Company has elected to
bring back Mr. Pishkur as consultant in order to minimize
disruption to the Debtors' businesses while they are finalizing a
reorganization plan.  It is in this context that it becomes
necessary for the Debtors to ensure that Mr. Pishkur's inside
knowledge, expertise and familiarity with the Debtors' businesses,
their operations, and the cost-savings initiatives and
restructuring projects currently underway or planned for the
future remain available to the Debtors and the new chief executive
officer.

Forum Health is also seeking approval to hire Charles Neumann of
FTI Consulting as interim CEO. Mr. Neumann's firm, FTI Consulting
Inc., would be paid $75,000 per month for Mr. Neumann's services
plus  "reasonable" out-of-pocket expenses.  Mr. Neumann will fill
in the void left by Mr. Pishkur, who was forced to leave the
Company in September. In his capacity as CEO, Mr. Neumann will
have authority consistent with the authority of a chief executive
officer of a large hospital system.

The SEIU Local 1199 union is objecting to the engagement with the
former CEO, noting that Mr. Piskur would be paid $9,000 a week
compared to his previous $6,9000 weekly salary as CEO.

The Creditors Committee has echoed the sentiments, saying that it
would not satisfy "sound business judgment" to give Mr. Pishkur a
raise when in essence Mr. Pishkur was asked to resign after less
than a year at his position as CEO.  The Committee doubts about
the alleged irreplaceable "knowledge, expertise and familiarity"
that Mr. Pishkur acquired in only seven months as CEO.

No objections to the proposed hiring of Mr. Neumann as Interim CEO
have been on file as of October 20.

                         About Forum health

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.


FORUM HEALTH: Has Deal for Cash Collateral Use Until January
------------------------------------------------------------
George Nelson at Business Journal Daily reports that Forum
Health's lawyer, Matthew Salerno, said in a hearing on the
Company's motion to extend its use of cash collateral, which ended
on October 20, that his client had reached a "major agreement"
with its lenders on a consensual use of cash collateral through
January 14, 2010, and that he expected to submit a proposed order
to that effect later on October 20 or early October 21.

The Debtors' actions in their Chapter 11 cases previously met
opposition from holders of, trustees for and insurers of, bonds
issued prepetition by the Debtors.  The secured lenders had
objected to the extension of the Debtors' exclusive periods, had
likewise objected to the Debtors' terms for use of cash
collateral, had threatened to trigger the Disposition Plan2 with
respect to Northside Medical Center and had indicated an intention
to file a motion for the appointment of a chapter 11 trustee.  One
of the themes of the secured lenders' various arguments was a loss
of confidence in the senior-most management of the Debtors.

Following negotiations, CEO Walter Pishkur was asked to leave the
Company as part of a negotiated resolution of certain disputes
with the secured lenders.  The lenders also agreed to the use of
cash collateral until October 20.

According to the report, Mr. Salerno said it should be clear by
the end of November whether Forum Health's Chapter 11 case will
end in reorganization or a sale of its assets

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.


FOUNTAIN POWERBOAT: Rejects $8.75 Million Credit Bid for Assets
----------------------------------------------------------------
Fountain Powerboats Inc. put itself up for sale and only attracted
a $8.75 million credit bid from the secured lender FB Investments
LLC, Bloomberg News' Bill Rochelle reported.  According to the
report, Fountain rejected the offer, saying it will be more
beneficial to obtain financing for a reorganization plan from
Liberty Associates LC. Terms weren't disclosed.

Fountain Powerboats, Inc., a subsidiary of Fountain Powerboat
Industries, Inc., of Washington, North Carolina, has its executive
offices and manufacturing facilities along the Pamlico River in
Beaufort County, North Carolina.  The Company designs,
manufactures and sells offshore sport boats, sport fishing boats
and express cruisers that target the segment of the recreational
power boat market where speed, performance, safety and quality are
the main criteria for purchase.  These recreational boats are
based upon an innovative, award-winning design enabling world
class performance while using standard reliable power.  There are
currently 12 buildings located on 65 acres totaling over 237,000
square feet accommodating 40 to 45 boats in various stages of
construction at any one time.  The present plant site can also
accommodate up to 300,000 square feet of additional manufacturing
space.  The land and buildings are wholly owned by Fountain
Powerboat Industries, Inc., and its subsidiary, Fountain
Powerboats.

Fountain Powerboat Industries filed for Chapter 11 bankruptcy
protection on August 24, 2009 (Bankr. E.D. N.C. Case No. 09-
07132).  The Company's affiliates -- Fountain Powerboats, Inc.,
Fountain Dealers' Factory Superstore, Inc., and Baja by Fountain,
Inc., also filed for bankruptcy.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, assist
Fountain Powerboat in its restructuring efforts.  Fountain
Powerboat listed $3 in assets and $19,619,331 in liabilitie


FRED HUDSON: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Fred Hudson and his four companies have filed for Chapter 11
bankruptcy protection.  Sandra Pedicini at Orlando Sentinel
reports that Mr. Hudson was threatened with foreclosure on his
several stores.  Scott Shuker, Mr. Hudson's lawyer, said that a
bank had started foreclosure proceedings against the affected
locations and was seeking to evict the stores, Orlando Sentinel
relates.  Orlando Sentinel says that the bankruptcy filings don't
affect Mr. Hudson's Furniture Showroom as a whole and stores would
remain open.

Fred Hudson is the founder of Sanford-based Hudson's Furniture
Showroom, which owns 15 stores in Central Florida, Tampa Bay, and
North Carolina.


GANNETT CO: Reports $73.8 Million Third Quarter Net Income
----------------------------------------------------------
Gannett Co., Inc., reported that net income was $73.8 million in
the third quarter 2009.

Russell Adams at The Wall Street Journal notes that Gannett's
recent profits have been driven largely by reductions in newsprint
and other expenses.  The Company recorded workforce restructuring
charges of $2.3 million in the third quarter of 2009 and
$23.0 million in the third quarter of 2008.  The Company also
recorded facility consolidation and asset impairment charges
totaling $39.2 million in the third quarter of 2009 which included
accelerated depreciation expense.  Impairment charges totaling
$5.4 million were also recorded in the third quarter of 2009
related to an equity method investment.

According to The Journal, options for additional cuts are
dwindling, raising pressure on Gannett to show investors that its
small to midsize papers remain in marketers' mix as ad spending
returns.  The Journal quoted Fitch Ratings analyst Mike Simonton
as saying, "Their cost cutting has been impressive and has
exceeded our expectations.  But looking forward, it could get
tough as they roll up on comparable periods where they were
already running pretty lean."

Gannett's 2009 third quarter earnings per diluted share were $0.31
compared to earnings per share of $0.69 for the third quarter of
2008.  Earnings per diluted share for the third quarter of 2009,
excluding special items, were $0.44. On a comparable basis,
earnings per diluted share for the third quarter of 2008 were
$0.76.

Results for the third quarter of 2009 include $44.7 million of
pre-tax non-cash charges associated primarily with facility
consolidations and asset impairments ($28.9 million after-tax or
$0.12 per share) and $2.3 million in pre-tax costs covering
workforce restructuring ($1.4 million after-tax or $0.01 per
share).  Results for the third quarter of 2008 included
$23.0 million in pre-tax workforce restructuring expenses
($14.4 million after-tax or $0.07 per share).

"We finished the quarter on a stronger note with better than
anticipated results due primarily to better trends in advertising
and greater efficiencies across all of our business segments.  Our
results for the quarter exceeded the high end of previously
announced estimate ranges for revenue, operating cash flow, and
earnings per share.  Although recessions in the U.S. and UK
continued to temper ad demand and revenue growth during the
quarter, we are encouraged by the revenue trends.  Third quarter
year-over-year comparisons of publishing advertising revenue were
a few percentage points better than year-over-year comparisons for
the second quarter and September was our best comparison month of
the year.  We've seen improvements in our Broadcasting segment as
well.  Excluding Olympic and political ad spending, core revenue
comparisons were better in the third quarter than the second
quarter.  Operating profits in our digital segment, on a pro forma
basis, were substantially higher this quarter relative to the
third quarter last year," said Craig Dubow, Gannett chairman,
president and chief executive officer.

"Our operating expenses were significantly lower in the quarter
reflecting substantially lower newsprint expense as well as our
continued success in lowering costs across all of our businesses.
We continued to opportunistically manage our capital structure in
the quarter and reduce our overall debt.  Our bond financing was
very well received in the capital markets as we successfully
raised $500 million in two $250 million tranches with maturities
in 2014 and 2017.  In addition, we paid down $197 million in debt
in the quarter and the year-to-date debt reduction totaled
$504 million despite the challenging economic environment.  We now
have almost 25 percent of our debt maturing in the fourth quarter
of 2014 or beyond," Mr. Dubow continued.

The weak economies in the U.S. and UK continued to pressure
advertising demand.  Total reported operating revenues for the
company were $1.3 billion in the third quarter compared to
$1.6 billion in the third quarter of 2008.  Digital segment
revenues were 84.2 percent higher driven by the consolidation of
CareerBuilder for the full quarter in 2009.  On a pro forma basis,
total revenue comparisons year-over-year in the third quarter,
while down, improved relative to year-over-year comparisons for
the first quarter and the second quarter.  The exit of a
commercial printing business announced last quarter resulted in
the absence of about $21 million of revenues for our Publishing
segment compared to the third quarter last year.

Reported operating expenses were 14.4 percent lower in the quarter
and totaled $1.2 billion.  The significantly lower expense level
reflects efficiency efforts that resulted in workforce
restructuring and facility consolidations in the current period
and prior periods, in addition to sharply lower newsprint expense.
The decline in expense was partially offset by the consolidation
of CareerBuilder for the full quarter this year. On a pro forma
basis, operating expenses, excluding special items in both
quarters, were 20.2 percent lower.

Operating cash flow was $255.5 million for the quarter.

Gannett's Chairman, President and Chief Executive Officer Craig
Dubow has returned also from his temporary medical leave of
absence following back surgery June 15, 2009.

                     About Gannett Co. Inc.

Headquartered in McLean, Virginia, Gannett Co. Inc. (NYSE:GCI) --
http://www.gannett.com/-- is an international news and
information company.  In the United States, the Company publishes
85 daily newspapers, including USA TODAY, and nearly 900 non-daily
publications.  Along with each of its daily newspapers, the
company operates Websites offering news, information and
advertising that is customized for the market served and
integrated with its publishing operations.  Newspaper publishing
operations in the United Kingdom, operating as Newsquest, include
17 paid-for daily newspapers, almost 300 non-daily publications,
locally integrated Websites and classified business Websites with
national reach.  The Company has two segments: newspaper
publishing and broadcasting.

Gannett early this year disclosed plans to cease publication of
the Tucson (AZ) Citizen, The Birmingham, West Bloomfield, Troy,
and Rochester due to declining revenues.

Gannett carries a 'Ba2' issuer rating and 'Ba1' long term
corporate rating, with negative outlook, from Moody's Investors
Service.  It carries 'BB' issuer credit ratings, with negative
outlook, from Standard & Poor's


GENERAL COMMUNICATION: Moody's Puts 'B2' Rating on $400 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to General
Communication Inc.'s proposed $400 million issuance of senior
unsecured notes.  Proceeds of the new debt issue will be used
primarily to repay approximately $387 million of outstanding
indebtedness under an existing senior secured credit facility.
Consequently, the transaction is deemed to be essentially neutral
to GCI's overall debt levels and credit profile, and the B1
Corporate Family Rating has been affirmed.  Since the new debt
replaces senior secured debt, however, the existing $320 million
of senior notes due 2014 that are currently rated B3 and are pari-
passu with the new debt have been upgraded to B2.  As part of this
rating action, Moody's has affirmed all other ratings, including
the SGL-2 liquidity rating.  The rating outlook remains stable.

Upgrades:

Issuer: GCI, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2,
     LGD4, 60% from B3, LGD5, 84%

Assignments:

Issuer: GCI, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned a range of
     60 - LGD4 to B2

  -- Senior Unsecured Regular Bond/Debenture, Assigned B2

GCI's B1 corporate family rating is supported by the company's
position as Alaska's largest telecommunications provider (by
revenue).  The company enjoys market-leading positions in video
and high-speed data and is expanding its ability to offer a "quad-
play" bundled product offering (wireline voice, video, high-speed
data and wireless).  However, competition, especially in wireless
services, is expected to remain intense.  Consequently, Moody's
expect revenues to grow in the mid-single digit range and
anticipate that margins will remain relatively flat.

The stable outlook reflect Moody's expectation that over the
rating horizon, elevated growth related capital expenditures will
result in modestly negative to breakeven free cash flow generation
which will limit debt repayment capacity.  As a consequence,
despite some EBITDA growth-led de-leveraging, GCI's absolute debt
level (pro-forma for the current transaction) is likely to remain
largely unchanged.

With cash on hand of $28 million (pro-forma for the current
transaction), full access to a new 5 year $75 million committed
revolving credit facility (reduced from $100 million) and debt
amortizations of roughly $10 million as the only significant
committed use of cash over the rolling 4-quarter liquidity horizon
through December 31, 2010, liquidity is deemed to be good and the
company's SGL-2 speculative grade liquidity rating is therefore
affirmed.

Moody's most recent rating action was taken on 12 November 2008,
at which time Moody's affirmed GCI's B1 CFR and PDR along with the
stable rating outlook.  In addition, an SGL-2 liquidity rating
(indicating good liquidity) was also assigned.

GCI is a leading integrated, facilities-based communications
provider based in Anchorage, Alaska, offering local and long-
distance voice, cable video, data and Internet services to
consumer and commercial customers throughout most of the State of
Alaska.


GOTTSCHALKS INC: Plan Filing Period Extended Until November 16
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware extended Gottschalks Inc.'s exclusive periods to file
a plan of reorganization and solicit acceptances thereof until
Nov. 16, 2009, and Jan. 15, 2010.

This is the second extension of the Debtors' exclusive periods.

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

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


GREAT ATLANTIC: CEO Claus' Stepdown Won't Affect S&P's 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that there is no immediate
impact on its ratings or outlook for Great Atlantic & Pacific Tea
(B-/Stable/--) following the company's announcement that president
and CEO Eric Claus has separated from the company, effective
immediately.  Despite continued weak operating performance, a
highly leveraged balance sheet, and the generation of
$29.5 million in negative free operating cash flow for the first
half of the year, S&P believes A&P's liquidity will remain
adequate over the next year, with $299 million in cash (net of
book overdrafts) available under its credit agreement as of
Sept. 12, 2009.

Christian Haub, executive chairman of the board of directors (and
a former CEO of A&P), has been appointed the interim CEO.  The
search for a successor has begun.


GREEKTOWN HOLDINGS: Gets Nod to Assume International Union CBA
--------------------------------------------------------------
Greektown Holdings LLC previously entered into a collective
bargaining agreement with the International Union, Security,
Police, Fire Professionals of America Union, which is the
exclusive bargaining representative for all of the Debtors' non-
supervisory security team members, which include all hourly paid
security officers, outside security guards, hotel security
officers, security EMT officers and night club security officers.

According to Daniel J. Weiner, Esq., at Schafer and Weiner PLLC,
in Bloomfield Hills, Michigan, the continued existence of the
International Union CBA is critical to the Debtors' ability to
secure the continued services of its workforce and to maintain
normal operations.

Recognizing the current economic challenges facing the Debtors,
parties to the International Union CBA entered into a memorandum
of understanding on June 11, 2009, which modified certain terms
and conditions of the CBA, including permission for the Debtors
to defer wage increases to certain Security Team Members due
under the CBA.

A full-text copy of the CBA Parties' MOU is available for free
at http://bankrupt.com/misc/GrktnSPFPACBA.pdf

At the behest of the Debtors, the Bankruptcy Court authorized
Greektown and its units to assume their CBA with the International
Union, as modified by the June 2009 Memorandum of Understanding.

                      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: Panel Retention of Edelman Facing Objections
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Greektown
Holdings Casino LLC is seeking the Court's permission to retain
Charles S. Edelman LLC as its valuation consultant and expert
witness in the Debtors' Chapter 11 cases nunc pro tunc to
September 1, 2009.

The Committee says they believe in Edelman LLC's expertise
valuations and substantial experience in the gaming industry.

The Committee tells the Court that it needs the assistance of
Edelman LLC to:

  -- evaluate the Debtors' enterprise value and appropriate
     capital structure;

  -- assess valuation issues and options concerning the Debtors'
     Plan and Luna Greektown LLC's Alternative Plan;

  -- provide testimony in court and in depositions, if
     necessary; and

  -- provide any other service the Committee and Edelman LLC
     mutually deem to be necessary and appropriate.

The Committee proposes that Edelman LLC be paid for the
additional service $150,000 per month for a minimum of three
months.  The firm will also be reimbursed for its actual and
necessary out-of-pocket business expenses related to the
engagement.

The Committee seeks that the Monthly Fee and any reimbursement of
expenses will be paid by the Debtors to Edelman LLC in full on
the first of each month, notwithstanding any order, rule or
statute to the contrary.

Either party may terminate Edelman LLC's engagement upon two
weeks' prior written notice.  In the event that the engagement is
terminated by the Committee before the conclusion of the Minimum
Period, Edelman LLC will be entitled to receive its Monthly Fees
for entire the Minimum Period.  If the engagement is terminated
after the completion of the Minimum Period, but prior to the 15th
of any month after completion of the Minimum Period, Edelman LLC
will return one-half of the Monthly Fee for that month to the
Debtors' estates.

Charles Edelman, a member of Edelman LLC, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                        Committee OKs Firm

The Office of the United States Trustee has reviewed the Official
Committee of Unsecured Creditors' application to retain Charles
S. Edelman LLC as valuation consultant and expert witness, as
well as the corresponding affidavit of disinterestedness
submitted by Charles S. Edelman.  Accordingly, the U.S. Trustee
odes not object to the employment of Mr. Edelman.

                    Debtors and Agent Object

The Debtors and Merrill Lynch Capital Corporation, as
administrative agent for the prepetition lenders and the DIP
lenders, ask the Court to deny the application arguing that
Moelis & Company LLC performs the same function as Mr. Edelman.

Moelis, while employed by the Debtors, was engaged pursuant to an
agreement by several parties-in-interest in the Chapter 11 cases,
including the Committee; and has been valuing the Debtors' assets
and engaging in a sale process for nearly a year, Daniel J.
Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield Hills,
Michigan, points out.  He adds that the Committee has already
engaged the services of XRoads Solutions Group LLC as its
financial advisor and has been using the services and analyses
performed by XRoads to dispute the valuation that serves as the
basis of the Debtors' Plan of Reorganization.

Mr. Weiner also contends that the proposed fee structure for Mr.
Edelman is excessive and inappropriate because even if the
engagement is terminated before three months, Mr. Edelman is
entitled to receive $450,000.  That particular provision permits
Mr. Edelman to receive excessive compensation disproportionate to
his actual contributions, Mr. Weiner notes.

The Debtors believe that the Committee intends to use Mr.
Edelman's work product and analyses in preparation for litigation
over the confirmation of the Plans and that the Mr. Edelman's
monthly bills will be paid by the Debtors' estates.  Mr. Weiner
argues that the Cash Collateral prohibits its amounts to be used
by the Committee in contesting or objecting the validity of the
DIP Facility or any DIP loan documents or causes of action
against the postpetition agent, the DIP Lender or any prepetition
secured party.

                       Committee Responds

Joel D. Applebaum, Esq., at Clark Hill PLC, in Birmingham,
Michigan, contends that the Debtors' objection is "nothing more
than a transparent attempt to prevent the Committee from
retaining a well-qualified valuation consultant and expert
witness to dispute the valuation prepared by the Debtors'
investment banker, Moelis & Company in order to impair the
Committee's ability to prosecute its objections to confirmation
of the Debtors' and Merrill Lynch's Second Amended Joint Plans of
Reorganization and to prevent the Court from hearing evidence
that contradicts the Plan Proponents' unduly low valuation."

Mr. Applebaum disputes the Debtors' assertions (1) that the
retention of Mr. Edelman will duplicate the services provided by
XRoads, (2) that the terms of the Edelman retention are
inappropriate, and (3) that Cash Collateral may not be used to
pay Mr. Edelman's compensation as simply wrong.  He says that
sustaining the Debtors' Objection will severely prejudice the
Committee and will potentially harm the Committee's efforts to
maximize value for the Debtors' unsecured creditors.

"XRoads and Edelman LLC have different skill sets and have been
retained for different functions, not unlike how the Debtors have
employed both Conway MacKenzie & Dunleavy and Moelis," Mr.
Applebaum maintains.

With regard to Mr. Edelman's fees, Mr. Applebaum emphasizes that
reimbursement of his legal fees and expenses are consistent with
the U.S. Trustee's Guidelines and the terms of the Moe1is
engagement and the U.S. Trustee has signed off on the Edelman
Application.

                      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: Sept. 2009 Revenues Total $28.1MM, MGCB Says
----------------------------------------------------------------
The Michigan Gaming Control Board stated in its Web site that
Greektown Casino's aggregated revenues for September 2009 is
$28,196,948.  Of this revenue, Greektown Casino's state wagering
tax is $3,411,830.

The Gaming Board also released the September 2009 revenues of two
other Detroit casinos, MGM Grand Detroit and MotorCity Casino.
The Board notes that MGM Grand Detroit earned $41,894,202 in
September 2009 and MotorCity Casino had $33,465,389 in revenues
for the same period.

                      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)


GREENS AT REDMOND: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Greens at Redmond, LLC
        an Oregon limited liability company
          fdba The Greens at Redmond,
          an Oregon General Partnership
        7767 S.W. Cirrus Drive
        Beaverton, OR 97008

Bankruptcy Case No.: 09-38610

Chapter 11 Petition Date: October 19, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Trish M. Brown

Debtor's Counsel: Neil T. Jorgenson, Esq.
                  520 SW 6th Ave #820
                  Portland, OR 97204-1514
                  Tel: (503) 224-2823
                  Email: ntj@jorlaw.com

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

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

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

             http://bankrupt.com/misc/orb09-38610.pdf

The petition was signed by O.M. "Pete" Wilson, manager of the
Company.


GREGORY SCOTT: Court Denies Appointment of Chapter 11 Trustee
-------------------------------------------------------------
E. Thomas Wood at NashvillePost.com reports that U.S. Bankruptcy
Court Judge Marian F. Harrison has denied Auerbach Acquisition
Associates Inc.'s request to put an outside trustee in charge of
Gregory Scott Daily's assets, with the authority to sue his
friends and family members over assets he has conveyed to them.

Auerbach Acquisition is a California firm that holds a
$350 million legal judgment against Mr. Daily and is run by
investor Douglas Shooker that won the huge verdict against Mr.
Daily in a Los Angeles court in May over an abortive investment in
iPayment, leading to Mr. Daily's bankruptcy filing.

According to NashvillePost.com, Judge Harrison did impose new
restrictions on what Mr. Daily can do with his fortune, saying
that "the court remains concerned about the debtor's conduct"
after learning that he had "significantly undervalued some
properties" in filings with the court and that "some interests in
property may not have been properly acknowledged" in the
documents.

NashvillePost.com quoted Judge Harrison as saying, "Admittedly,
the Debtor is not required to completely alter his lifestyle.
However, he must be conscientious of the responsibilities that
come with invoking the protection of the bankruptcy court."
NashvillePost.com relates that Judge Harrison ordered Mr. Daily
to:

     -- file monthly budgets with the court,

     -- start funding a trust from which creditors would be paid
        if his recent appeal against the Auerbach judgment fails,
        and

     -- not to make further gifts and "to refrain from buying art,
        automobiles, and other nonessential items without further
        order of the court."

Nashville, Tennessee-based Gregory Scott Daily filed for
Chapter 11 on May 11, 2009 (Bankr. M. D. Tenn. Case No. 09-05337).
William L. Norton, Esq., at Bradley Arant Boult Cummings LLP
represents the Debtor in its restructuring efforts.  The Debtor
listed $10,000,001 to $50,000,000 in assets and $100,000,001 to
$500,000,000 in debts.


HAWAIIAN TELCOM: U.S. Trustee Opposes Lazard's Monthly Fees
-----------------------------------------------------------
The U.S. Trustee in Hawaii has objected to the fees sought by
Lazard Freres & Co. for worked rendered in the Chapter 11 cases of
Hawaiian Telcom Communications Inc.

Lazard Freres, as financial advisor to Hawaiian Telcom, is seeking
allowance of $600,000 in fees and $47,436 in expenses for the fee
period from April 1, 2009 through June 30, 2009.  Lazard was hired
beginning in December under an arrangement calling for a
$4 million restructuring fee plus $200,000 a month and expenses.
The monthly retainer is to be a credit against the $4 million fee.

The U.S. Trustee, however, noted that Lazard has logged in only
237.4 hours of work, thus representing an hourly charge exceeding
$2,500.  The $200,000 monthly fee "appears to have contemplated a
greater level of participation by Lazard than has actually
occurred," the U.S. Trustee said in a court document.  The charge
is "even more unreasonable" because almost half the work was
performed by less experienced associates and analysts, the U.S.
Trustee said.

The U.S. Trustee insinuated that it may later object to Lazard's
final request for approval of the $4 million fee.

Hawaiian Telcom and the opposition are in the middle of pre-trial
discovery leading up to a contested Nov. 9 confirmation hearing
for approval of the reorganization plan.

Hawaiian Telcom's plan provides for these terms:

  -- Senior secured creditors will recover 75% to 80% of their
     claims through the conversion of $590 million of senior
     secured debt into a $300 million secured term loan and all of
     the new stock.

  -- Senior noteholders, owed $350 million, would recover 2% to 3%
     though warrants for 12.75% of the new stock and subscription
     rights to buy as much as $50 million more.

  -- Subordinated noteholders owed $150 million are to receive
     nothing while existing stock is to be canceled.

  -- General unsecured creditors with claims aggregating up to
     $40 million are to receive a cash recovery amounting to 1% to
     2%.

Hawaiian Telcom had said that in a Chapter 7 liquidation,
administrative claimants who will recover 100% of their claims
under the Plan will recover as low as 84 cents, senior secured
creditors will only recover 56% to 65% of their claims, while
unsecured creditors will recover only 0% to 0.6% of their allowed
claims.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HIRSCH INTERNATIONAL: Stockholders Back Going-Private Transaction
-----------------------------------------------------------------
Hirsch International Corp. announced that its stockholders voted
at a special meeting held October 20 to approve the merger
agreement entered into on July 2, 2009, providing for the
acquisition of Hirsch by an affiliate of Paul Gallagher, Hirsch's
President, Chief Executive Officer and Chief Operating Officer.
Pursuant to the terms of the merger agreement, Hirsch stockholders
(other than Mr. Gallagher, certain of his related parties, and
stockholders that properly exercised their dissenter' rights under
Delaware law), are entitled to receive $0.31 in cash, without
interest and less any applicable withholding taxes, for each share
of common stock they owned immediately prior to the effective time
of the merger.

The transaction is expected to close by the end of October 2009
and remains subject to the satisfaction or waiver of certain
closing conditions, including the receipt of debt financing.
There can be no assurance that such debt financing will be
obtained.

Hirsch International Corp. (NASDAQ:HRSH) is a provider of
equipment and education and support services to the decorated
apparel industry.  The Company represents the decorated apparel
industry's brands, including Tajima embroidery equipment, MHM
screen printing equipment, SEIT textile bridge lasers, Pulse
Microsystems digitizing and design software, Kornit and Mimaki
digital printers.  Through its distribution agreements with Tajima
Industries, Ltd., Hirsch offers a line of single- and multi-head
embroidery machines, application software, and a line of
embroidery parts.

The Company has said that there is substantial doubt about its
ability to continue as a going concern.  The Company noted that it
incurred a significant loss in 2008 and in the first six months of
2009 and has not during that time frame generated positive cash
flows from operations.


HOFFCO-COMET: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Hoffco-Comet has filed for Chapter 11 bankruptcy protection.
Hoffco had been borrowing money on a weekly basis to stay open
after it lost a John Deere contract, Inside Indiana Business
relates, citing a source.  Hoffco-Comet CEO John Bratt said that
the Company has closed, Mike Bennett at pal-item.com relates.
pal-item.com says that the business took a devastating hit in
October 2009 in the midst of the economic downturn.

Hoffco-Comet produced lawn and graden equipment, like tillers,
while the Comet brand produced clutches, torque converters and
other items for industrial and commercial applications.  It is
owned by Tenax Corp. of Indianapolis.


HOLLEY PERFORMANCE: Schedules & Statements Due October 28
---------------------------------------------------------
Holley Performance Products Inc. and its debtor-affiliates have
until October 28, 2009 to file their schedules of assets and
debts, and statements of financial affairs.

The Schedules and Statements were originally due October 8.  But
the Debtors sought an extension saying that they won't be able to
complete the documents by the deadline.

Holley Performance and its affiliates are leading suppliers of
performance automotive products.  The Company designs,
manufactures, and markets a diversified line of performance
automotive products, including carburetors, fuel pumps, fuel
injection systems, nitrous oxide injection systems, superchargers,
exhaust headers, mufflers, and automotive performance plumbing
products,  The Company designs its performance automotive products
to enhance street, off-road, recreational, and competitive vehicle
performance through increased horsepower, torque, and drivability,
In addition to the automotive performance line, Holley Performance
remanufactures carburetors and manufactures performance products
for thc powersport, marine, and motorcycle markets, Holley
Performance also formerly supplied selected products to certain
industrial (non-automotive) original equipment manufacturers.

Holley Performance and its affiliates filed for Chapter 11 on
September 28, 2009 (Bankr. D. Del. Case No. 09-13333).  Pepper
Hamilton LLP represents the Debtors in their restructuring effort.
Ropes & Gray LLP is corporate counsel.  Epiq Bankruptcy Solutions
LLC serves as claims and notice agent.  The Debtors' cases have
been assigned to Judge Peter J. Walsh.  The petition says assets
and debts are between $100 million and $500 million.

Holley Performance returned to bankruptcy 19 months after winning
court approval of its last reorganization plan


HR&M COMPRESSORS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: HR&M Compressors, Inc.
        2405 Highway 45 S.
        Jackson, TN 38301

Bankruptcy Case No.: 09-14292

Chapter 11 Petition Date: October 19, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Michael T. Tabor, Esq.
                  203 S. Shannon
                  P.O. Box 2877
                  Jackson, TN 38302-2877
                  Tel: (731) 424-3074
                  Email: marissav@bellsouth.net

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

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

According to the schedules, the Company has assets of at least
$1,724,250, and total debts of $3,192,268.

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/tnwb09-14292.pdf

The petition was signed by Cynthia A. Grice, president and
director of the Company.


INDALEX HOLDINGS: Ch. 7 Trustee to Probe for Suit vs. Sun Capital
-----------------------------------------------------------------
As reported by the TCR on Oct. 21, 2009, 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 Bill Rochelle at Bloomberg News, the Creditors
Committee sought a Chapter 7 liquidation as the best method for
suing the owner, Sun Capital Partners Inc.  The Chapter 7 trustee
will have one month from the conversion date to investigate and
bring a lawsuit against Sun Capital.

According to the Troubled Company Reporter on Sept. 28, 2009,
the Committee, in its bid for conversion, said that the Debtors,
which are non-operating entities and insider Sun Capital Partners
Inc. have postured the Chapter 11 cases to eliminate any remaining
chance of another creditor -- other than Sun Capital -- receiving
a distribution from these Chapter 11 cases.  While there are
Chapter 11 cases that primarily benefit only secured creditors, in
the present matter the purported secured creditor, Sun, is an
insider that has received in excess of $80 million in potentially
avoidable transactions and now seeks, among other things, waivers
of those very actions in exchange for these cases continuing
another few months, which continued period will result in a
projected net loss to the bankruptcy estates of $761,000.
According to the Committee, potential value can be derived for the
benefit of creditors in these cases but only if the Court
immediately converts these cases to Chapter 7.

Sun Capital, through an affiliate, bought all of the outstanding
capital stock of the Debtor Indalex Inc. and Canadian non-Debtor
Indalex Limited from Honeywell International Inc. in a highly
leveraged transaction on Feb. 2, 2006, it infused Sun Capital
personnel throughout the Indalex organization and made certain
that it maintained control going forward, said Michael J.
Roeschenthaler, Esq., at McGuirewoods LLP in Pittsburgh,
Pennsylvania, on behalf of the Committee.

The Committee sees recovery from, or avoidance of, (i) the $76.6
million dividend paid to stockholders in May 2007 following the
$151 million sale of an interest in an Asian business, (ii) $10
million in management fees paid to Sun Capital, and (iii) $15
million in liens held by Sun Capital.

                      About Indalex Holdings

Indalex Holdings Corp., a wholly owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America.  The Company's aluminum extrusion
products are widely used throughout industrial, commercial, and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

Indalex is indirectly controlled by private-equity investor Sun
Capital Partners Inc.  Sun Capital purchased Indalex in 2005 from
Honeywell International Inc. for $425 million.  Indalex is the
12th investment by Boca Raton, Florida-based Sun Capital to file
in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on
March 20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J.
Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, has been tapped as counsel.  Epiq Bankruptcy
Solutions LLC is the claims and noticing agent.  In its bankruptcy
petition, Indalex listed assets of $356 million against debt
totalling $456 million.

As reported in the TCR on July 28, 2009, the Bankruptcy Court has
authorized Indalex to sell its business to Sapa Holding AB.  Sapa
offered to pay (i) $90.1 million in cash and for the Debtors' U.S.
assets; and (ii) $31.7 million in cash for the Canadian assets.


ION MEDIA: Creditors Want Cyrus Suit Out of District Court
----------------------------------------------------------
Law360 reports that the official committee of unsecured creditors
in Ion Media Networks Inc.'s bankruptcy has urged the District
Court not to take on a dispute between Ion and its second-lien
lender Cyrus Select Opportunities Master Fund Ltd. over Ion's
debtor-in-possession financing.

After filing for bankruptcy, ION Media Networks, Inc., and its
affiliates sought approval of a $300 million debtor-in-possession
financing from holders of a majority of the Debtors' first lien
debt.  Due to a competing proposal by holders of minority of the
first lien debt, the DIP financing was modified so as to exclude
the $150 million roll-up and the 10% equity fee in case the DIP
financing was converted to equity.  On July 6, the Bankruptcy
Court approved the financing.

At the hearings on the DIP financing the Debtors were able to
resolve objections by the official committee of unsecured and
holders of the minority of the first lien debt.  An outstanding
objection was that of Cyrus Select Opportunities Master Fund Ltd.

Cyrus argued that certain of ION's subsidiaries that are the
holders of broadcasting and other licenses, authorizations,
waivers and permits issued from to time to time by the Federal
Communications Commission should not be authorized to enter into
or otherwise guaranty the proposed DIP Financing because, as
nonoperating special purpose entities established for the sole
purpose of holding FCC licenses, the License Subsidiaries would
not receive any benefit from the use of proceeds made available
under the proposed DIP facility.

The Debtors pointed out that Cyrus ignored several provisions of
the Security Agreement that restrict, among other things, any
Second Lien Holders' ability to challenge the validity of any lien
or oppose or object to (a) any First Lien Holder obtaining a lien
as adequate protection or (b) any postpetition financing provided
or supported by any First Lien Holder.  As to the merits, the
Debtors pointed out that the Security Agreement granted the First
Lien Holders a perfected senior security interest in the right to
receive proceeds generated from the sale of the FCC licenses.

On August 19, 2009, ION filed a complaint against Cyrus seeking a
declaratory judgment enforcing the terms of the Security Agreement
and Intercreditor Agreement regarding the priority and validity of
the First Priority Secured Parties' liens and claims.

                        The Chapter 11 Plan

As reported by the TCR on October 2, 2009, Ion Media will present
its reorganization plan for confirmation at a hearing scheduled
for November 3, 2009.

The Plan is supported by holders of over 70% of Ion Media's first
lien secured debt, who also served as the source of Ion's
$150 million debtor in possession financing facility, as well as
the statutory committee of unsecured creditors appointed in the
chapter 11 cases.  As previously reported, the Plan
contemplates a complete extinguishment of over $2.7 billion in
legacy indebtedness and preferred stock claims.
Ion Media Networks Inc. has filed with the Bankruptcy Court a
Chapter 11 reorganization plan that says first lien lenders would
recover 16.6% of their claims based on the 37.5% of the stock of
reorganized Ion that will be distributed to them.  Holders of DIP
facility claims will receive 62.5% of the new stock.

Cyrus Select Opportunities Master Fund, a New York-based investor
in Ion's notes due 2013, had raised objections to the Plan,
specifically with respect to the proposed recovery provided to the
first lien lenders.  Cyrus, a holder of the second lien debt,
argues that the Plan gives too much to first-lien lenders, based
on a premise that their claims are secured by Federal
Communications Commission operating licenses.  Cyrus said that FCC
licensees can't legally grant liens on the licenses and that the
issue should be heard in the District Court.  Cyrus has commenced
an adversary proceeding against Ion Media seeking a declaration
regarding the validity and enforceability of any security
interests in broadcasting and other licenses, authorizations,
waivers and permits issued by the FCC to certain subsidiaries of
Ion Media.

Ion Media asserts that the first lien lenders -- the majority of
who have provided $150 million of the DIP financing -- hold a
perfected senior security interest in the right to receive
proceeds generated from the sale of the FCC Licenses.  Ion Media
has commenced an adversary proceeding against Cyrus seeking a
declaratory judgment enforcing the terms of a security agreement
and an intercreditor agreement.  According to Ion Media, the
agreements provide that (i) the first priority secured parties'
liens are senior to those of the second priority secured parties,
including Cyrus, and (ii) the second lien lenders are barred from
challenging the validity of the liens of the first lien lenders
and objecting to a reorganization plan.

A copy of the Plan, as modified, is available for free at:

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

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

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

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

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


IRIDIUM SATELLITE: Moody's Withdraws 'Ba3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Iridium
Satellite LLC, including the Ba3 corporate family rating, the Ba3
probability of default rating, along with the ratings of the bank
facility as listed below, following the completion of the
acquisition of Iridium by GHL Acquisition Corp, and repayment of
all outstanding debt.

Moody's has taken these ratings actions:

Outlook Actions:

Issuer: Iridium Satellite LLC

  -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: Iridium Satellite LLC

  -- Probability of Default Rating, Withdrawn, previously Ba3

  -- Speculative Grade Liquidity Rating, Withdrawn, previously
     SGL-1

  -- Corporate Family Rating, Withdrawn, previously Ba3

  -- Senior Secured Bank Credit Facility 1st Lien Term Loan,
     Withdrawn, previously Ba2 (LGD3, 35%)

  -- Senior Secured Bank Credit Facility 2nd Lien Term Loan,
     Withdrawn, previously B2 (LGD5, 87%)

Moody's most recent rating action on Iridium was on February 26,
2009, at which time Moody's upgraded the company's corporate
family rating to Ba3 from B2, probability of default rating to Ba3
from B1 and changed the outlook to stable from developing due to
the company's improved credit metrics.

Headquartered in Bethesda, Maryland, Iridium Satellite LLC is a
mobile satellite services company that provides global
telecommunication services to government and commercial customers.


JEFFREY HEBDITCH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Jeffrey A. Hebditch
               Caroline E. Falls-Hebditch
               PO Box 1118
               Brooklandville, MD 21022

Bankruptcy Case No.: 09-30014

Chapter 11 Petition Date: October 19, 2009

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

Judge: Duncan W. Keir

Debtors' Counsel: Howard M. Heneson, Esq.
                  Howard M. Heneson, P.A.
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389
                  Email: hheneson@bankruptcymd.com

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

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

According to the schedules, the Company has assets of at least
$2,393,380, and total debts of $3,657,060.

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/mdb09-30014.pdf

The petition was signed by the Joint Debtors.


JERRY HARDISON: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Jerry Franklin Hardison
                  dba Hardison Dragline Services
               Mary Taylor Hardison
               14630 NC HWY 125
               Oak City, NC 27857

Bankruptcy Case No.: 09-09103

Chapter 11 Petition Date: October 19, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtors' Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  PO Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  Email: efile@oliverandfriesen.com

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

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

A full-text copy of the Debtors' petition, including a list of
their 8 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nceb09-09103.pdf

The petition was signed by the Joint Debtors.


JOHN DICKENS MCNAMARA: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Joint Debtors: John Dickens McNamara
                  aka John McNamara
                  aka John D McNamara
                  mem BJT Holdings, LLC
                  fmem Double Black Diamond Holdings, LLC
                  mem Precision West Signs, LLC
                  mem Roser Partnership, LLC
               Martha S. McNamara
                  aka Martha McNamara
                  mem Precision West Signs, LLC
                  fmem Double Black Diamond Holdings, LLC
               4974 Christensen Drive
               Littleton, CO 80123

Bankruptcy Case No.: 09-32036

Chapter 11 Petition Date: October 19, 2009

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

Judge: Howard R. Tallman

Debtors' Counsel: Guy B. Humphries, Esq.
                  1801 Broadway, Suite 1100
                  Denver, CO 80202
                  Tel: (303) 832-0029
                  Fax: (303) 382-4165
                  Email: guyhumphries@msn.com

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

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

According to the schedules, the Company has assets of at least
$1,147,260, and total debts of $1,618,138.

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.


JOHNSON BROADCASTING: Court OKs $3MM DIP Loan from Richland Towers
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Johnson Broadcasting, Inc., and Johnson Broadcasting of
Dallas, Inc., to:

   -- obtain $3 million in principal amount of postpetition
      financing from Richland Towers, LLC, or its affiliates;

   -- grant the lender liens on, and security interests in, all of
      the Debtors' assets and superpriority administrative expense
      claim except for the InterCompany loan claim of Merril Lynch
      Commercial Finance Corp., as adequate protection.

The Debtor will use the financing to begin construction of a
digital television transmission facility.

The Debtors relate that they were unable to obtain unsecured
credit.

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Johnson Broadcasting Inc. and Johnson Broadcasting of
Dallas Inc. filed separate petitions for Chapter 11 relief on
Oct. 13, 2008 (Bankr. S.D. Texas Case No. 08-36583 and 08-36585,
respectively).  John James Sparacino, Esq., and Timothy Alvin
Davidson, II, Esq., at Andrews and Kurth, represents the Debtors
as counsel.  In its schedules, Johnson Broadcasting Inc. listed
total assets of $7,759,501 and total debts of $14,232,988.


JOHNSON MEMORIAL: Two Firms Want to Renew Bid for Assets
--------------------------------------------------------
The Eastern Connecticut Health Network said that it wants to
revive its bid for Johnson Memorial Hospital, Inc., "if the right
opportunity presents itself", Don Michak at Journal Inquirer
reports.  A Connecticut consulting company whose plan to buy
Johnson Memorial was rejected by the Company's board of directors
last summer has also submitted a new bid to the creditors'
committee, Journal Inquirer relates, citing a top administrator at
the Stafford hospital.

Stafford Springs, Connecticut-based Johnson Memorial Hospital,
Inc., filed for Chapter 11 bankruptcy protection on November 4,
2008 (Bankr. D. Conn. Case No. 08-22187) after its affiliates,
Johnson Memorial Corporation Connecticut and The Johnson Evergreen
Corp. Connecticut, filed for bankruptcy protection on October 31,
2008.  Eric A. Henzy, Esq., at Reid and Riege, P.C., assists
Johnson Memorial Hospital in its restructuring efforts.  Johnson
Memorial Hospital listed up to $50,000 in assets and $10,000,000
to $50,000,000 in liabilities.


LANDAMERICA FINANCIAL: Sells OneStop Assets to UnitedTech
---------------------------------------------------------
Carrie Bay at DSnews.com reports that UnitedTech Lender Services
said that it has acquired LandAmerica Financial Group, Inc. unit
LandAmerica OneStop's default services division and end-to-end
default servicing technology platform BackInTheBlack.  Citing
UTLS, DSnews.com relates that the units will be renamed as UTLS
Default Services and UTLS BackInTheBlack.  The terms of the deal
weren't disclosed, says DSnews.com.

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)


LEAR CORP: Wants Plan Exclusivity Until January 31
--------------------------------------------------
Lear Corp. is scheduled to present its bankruptcy plan for
confirmation on November 5.  However, out of an abundance of
caution, it is seeking a Jan. 31 extension of its exclusive right
to propose a Chapter 11 plan, Bloomberg News' Bill Rochelle
reported.

The Official Committee of Unsecured Creditors is supporting the
Plan.

The Plan proposes to (i) pay trade claims in full, (ii) provide a
meaningful recovery for other unsecured creditors (especially
compared to the treatment in many other automotive chapter 11
cases), and (iii) assume and honor pension obligations, domestic
collective bargaining agreements, and retiree benefits without
modification.

A full-text copy of the latest version of the Disclosure Statement
is available at http://bankrupt.com/misc/Lear_Sep18DS.pdf

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEHMAN BROTHERS: Deutsche Can Enforce Rights Under ISDA Pact
------------------------------------------------------------
Lehman Brothers Special Financing Inc., has negotiated an ISDA
master agreement, as may be amended from time to time, with
Deutsche Bank AG, pursuant to which Hedging Transactions will
occur from time to time.  LBSF has agreed to post collateral with
Deutsche Bank under the Agreement.

Deutsche Bank has requested that the automatic stay extant
pursuant to Section 362(a) of the Bankruptcy Code be modified, to
the extent necessary, for the limited purpose of permitting it to
exercise certain rights.

In light of this, LBSF and Deutsche Bank have agreed, subject to
the Court's approval, to modify the automatic stay for the
limited purpose of permitting Deutsche Bank to exercise its
rights under the Agreement and with respect to the Collateral
posted in connection with the Agreement.  The other terms of the
Stipulation include:

  (a) LBSF waives the right to seek to invalidate the Agreement
      pursuant to Section 549 of the Bankruptcy Code or invoke
      Section 362 of the Bankruptcy Code with respect to the
      Agreement.

  (b) Except as expressly provided in the Stipulation,
      Agreement, and order, no claims, counterclaims, rights,
      defenses, objections, challenges, or any other rights of
      the parties under or in connection with the Agreement will
      be affected by the Stipulation, Agreement, and order.

                       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: Eurohypo Can Enforce Rights Under Agreement
------------------------------------------------------------
Eurohypo AG, New York Branch, is administrative agent for lenders
in a senior construction loan agreement, dated December 24, 2006,
pursuant to which the Senior Lenders agreed to make a loan to
Montelucia Hotel, LLC, Montelucia Suites, LLC, Montelucia
Casitas, LLC, Montelucia Villas, LLC, Montelucia Resort & Spa,
LLC, for the construction and development costs of a resort and
spa project.  The Senior Loan is secured by, inter alia, a deed
of trust, assignment of leases and rents, security agreement and
fixture filing encumbering the real property owned by the
Borrower on which the Project is situated.

Debtor Lehman Brothers Holdings, Inc., extended mezzanine
financing on the Project to Montelucia Holdings, LLC, and the
sole member of the Borrower.  The Mezzanine Loan is secured by,
inter alia, 100% of the Mezzanine Borrower's membership interests
in Borrower.

Eurohypo, in its capacity as administrative agent for the Senior
Lenders, and LBHI are parties to an Intercreditor Agreement,
dated January 9, 2007, pursuant to which all of LBHI's rights,
title and interests in and to the collateral securing the
Mezzanine Loan are subordinated to all of Eurohypo's and the
Senior Lenders' rights, title and interests in and to the
collateral securing the Senior Loan.

Eurohypo asserts that prior to the Petition Date, the Borrower
defaulted on the Senior Loan and, accordingly, Eurohypo is
entitled to and seeks to foreclose on the Senior Collateral.

Pursuant to the Intercreditor Agreement, Eurohypo is required to
provide LBHI with copies of all notices of default in connection
with the Senior Loan, and LBHI has the right to cure any default
by the Borrower.  Pursuant to the Intercreditor Agreement, LBHI
also has an option to purchase the Senior Loan, which option, if
not sooner terminated, will terminate on a foreclosure of the
Project under the deed of trust.  Eurohypo delivered the required
notices in accordance with the provisions of the Intercreditor
Agreement commencing in July and August 2008, prior to the
Petition Date.  LBHI did not elect to exercise its rights to cure
the Borrower's alleged default or exercise its option to purchase
the Senior Loan.

To consensually resolve certain issues that may arise in
connection with Eurohypo's exercise of its rights and remedies
with respect to the Borrower's alleged default in connection with
the Senior Loan, Eurohypo and LBHI agreed, in a stipulation, to
these terms:

  (a) The automatic stay extant is modified solely to the extent
      necessary to permit Eurohypo to exercise its rights,
      solely with respect to the Senior Collateral, under the
      Senior Loan Documents and applicable law, including
      foreclosure on the Senior Collateral constituting real
      property and any other enforcement action, solely as
      against third parties other than the Debtors, including
      the Borrower and any guarantor of indebtedness under the
      Senior Loan, and the Automatic Stay will further be
      modified so that all acts previously taken by Eurohypo in
      connection with the exercise of such rights, including
      without limitation its prior notification to LBHI of the
      Borrower's default and LBHI's opportunity to exercise its
      rights in connection therewith, are deemed to have been
      permitted.

  (b) The Automatic Stay remains in full force and effect
      including, without limitation, those provisions
      prohibiting any act to collect, assess, or recover a claim
      that arose prior to the Petition Date from the Debtors,
      the Debtors' estates and/or to exercise control over
      assets or property of the Debtors or the Debtors' estates.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Europe Plans $90B Claim Against Other Units
------------------------------------------------------------
According to Law360, PricewaterhouseCoopers LLP, the administrator
for Lehman Brothers International Europe, said Tuesday that it
intended to file a $90 billion claim this month against Lehman's
other units -- bringing its total claims against the units to
around $208 billion.

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: MidFirst Can Enforce Rights Under Agreement
------------------------------------------------------------
Prior to its bankruptcy filing, Lehman Brothers Holdings Inc.
inked an intercreditor agreement with MidFirst Bank in connection
with the loans they provided to Riverwalk Square Development III
LLC for its condominium project.

Pursuant to the agreement dated May 15, 2006, LBHI agreed that
all of its rights, title and interests in and to collateral
securing the loan it provided to RSD III will be subordinate to
all of MidFirst's rights, title and interest in and to collateral
securing the bank's own loan.  Under the Intercreditor Agreement,
MidFirst is required to provide notices of default under its loan
to LBHI, and LBHI has the right to cure any default by RSD III.

LBHI extended mezzanine financing for RSD's condominium project
while MidFirst loaned off more than $16.8 million to fund the
acquisition and development costs of Phase II of the project.

LBHI's loan is secured by 100% of the direct and indirect
membership interests in RSD III of Riverwalk Square Development
IV LLC, Riverwalk Square Development IV Holdings LLC, WC
Riverwalk II LLC, Brothers Company LLC and Vanguard City Home LLC
as well as by their respective constituent members.  Meanwhile,
MidFirst's loan is secured by a deed of trust and other documents
and is guaranteed by James Nunemacher, Michael Trailor, Anthony
Camberlango and Terry Camberlango, Brothers Company LLC, and A
Company of Brothers.

Subsequent to the petition date, RSD III allegedly defaulted on
the loan it availed from MidFirst because of its failure to pay
the loan on or before its June 1, 2009 maturity date.  This
prompted MidFirst to seek foreclosure of the collateral securing
its loan.  The bank recorded a notice of trustee's sale of the
project, setting the sale for September 30, 2009.  LBHI, on the
other hand, did not elect to exercise its right to cure the
alleged default.

To resolve issues in connection with MidFirst's exercise of its
rights and remedies with respect to the alleged default, MidFirst
and LBHI agreed to sign a stipulation providing these terms:

  (1) The automatic stay will not be lifted or modified during
      the 14-day period commencing upon entry of the court order
      approving the stipulation.  During the period, MidFirst
      will not take further action to foreclose any security
      instrument, take any action against the guarantors or
      exercise any remedies that may adversely impact the
      collateral securing LBHI's loan.  MidFirst, however, may
      take such action to protect the project or the bank's lien
      and otherwise maintain the status quo during the period by
      continuing its pending trustee's sale to a future date.

  (2) Upon expiration of the 14-day period, the automatic stay
      will be modified solely to permit MidFirst to provide
      additional notices of its rights and remedies under its
      loan to LBHI.

The stipulation will be presented for approval to the U.S.
Bankruptcy Court for the Southern District of New York on
October 21, 2009.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

                International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: PwC Has 1st report on LB Finance AG
----------------------------------------------------
PricewaterhouseCoopers AG, the appointed liquidator of Lehman
Brothers Finance AG, filed in the U.S. Bankruptcy Court for the
Southern District of New York its first report to give creditors
an overview of the status of the Lehman unit.

LBF is a Zurich-based unit of Lehman Brothers Holdings Inc.,
which was put under bankruptcy proceedings on December 22, 2008,
by the Swiss Financial Market Supervisory Authority.  The
proceedings were recognized by the U.S. Bankruptcy Court under
Chapter 15 of the Bankruptcy Code by virtue of an order dated
March 11, 2009.

                Assets of the Bankruptcy Estate

PWC reported that LBF had cash assets of about CHF473 million as
of August 31, 2009.

The Lehman unit's main assets comprise of securities, which were
held by U.K.-based Lehman Brothers International (Europe) as
global custodian.  As of September 25, 2009, LBIE has not
acknowledged the ownership title of LBF to those securities and
has submitted some legal questions in this regard to the English
courts.

"Because of the disputed issue of ownership and the fact that, on
the one hand, it has not yet been possible to carry out a mutual
reconciliation of the assets and, on the other hand, LBF is not
currently able to dispose of the assets, their value cannot be
reliably ascertained for the foreseeable future," PWC said in the
report.  A considerable part of the securities claimed by LBF was
issued by other Lehman Group companies that are now insolvent,
the firm further said.

PWC also reported that there are claims from terminated over-the-
counter derivatives transactions.  A few contractual partners
have recognized claims by LBF to the amount of about
CHF130 million but have not yet paid them.  There are also non-
terminated OTC derivatives transactions, most of which show a
positive market value for LBF based on PWC's own assessment.

"For any assignment of the transaction, new contractual partners
must be found ho would pay LBF an appropriate counter-performance
for the transaction," PWC said.

                      Bankruptcy Claims

Creditors outside the Lehman Group have registered claims
amounting to approximately CHF3.1 billion from derivatives
transactions based on the creditors' own valuation.

Before May 2007, LBF also issued warrants and certificates.  In
connection with these, creditors have registered claims in the
sum of CHF38 million, according to PWC's report.

        Claims & Liabilities Vis-a-Vis Group Companies

Other companies of the Lehman Group have registered claims of
approximately CHF49.5 billion based on those group companies' own
calculation.  According to LBF documents, very large claims exist
for the bankrupt estate against those group companies as well as
liabilities.

The largest claims by LBF exists against Lehman Brothers
Securities N.V., Curacao, and Lehman Brothers Treasury BV,
Amsterdam, which are derived from equity derivatives and
warehousing transactions.  LBF has also registered other claims
in insolvency proceedings with respect to other group companies,
which are all under insolvency proceedings, according to the
report.

PWC said it cannot yet assess whether the claims will retain
their value and that the issue is under review as to whether a
guarantee undertaking by LBHI for liabilities of the group
companies can be asserted.

In the LBF bankruptcy proceedings, LBIE has submitted a claim of
about CHF33.4 billion, indicating that the registered claim is a
gross claim.  The basis stated for the largest part of the gross
claim registered by LBIE, approximately US$18.9 billion, are
securities lending transactions.  LBIE has also registered a
gross claim of about US$8.7 billion from derivative transactions,
in which transactions with a positive market value for LBF have
been disregarded.

LBHI has registered a claim of approximately CHF14.9 billion.
Complex legal issues are raised by the financing of LBF by LBHI
and the organizational and decision-making structures of the
Lehman Group.

New York-based Lehman Brothers Special Financing, New York, has
also registered a claim of approximately CHF414 million while
Tokyo-based Lehman Brothers Japan Inc. has a claim of about
CHF659 million in LBF 's bankruptcy proceedings.  Other group
companies have also registered claims, according to PWC's report.

A full-text copy of PWC's report on LBF is available without
charge at http://bankrupt.com/misc/Lehman1stReportPWC_LBF.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)


LEWIS EQUIPMENT: Examiner to Probe Dealings with Equipment
----------------------------------------------------------
The Bankruptcy Court has appointed an examiner to probe whether
Lewis Equipment Co. improperly dealt with secured lenders'
collateral, Bill Rochelle at Bloomberg News reported.  The lenders
requesting the examiner were Fifth Third Bank and Wachovia
Financial Services Inc.

As reported by the TCR on Oct. 21, 2009, secured lender Fifth
Third Bank has asked 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 cranes aren't necessary for reorganization.

Lewis Equipment is also in dispute with another equipment owner.
Lewis has obtained a court ruling that 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.  The judge has assessed Apple with damages
for refusing to heed to the order.

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.


LIFE SCIENCES: Nov. 16 Stockholders' Meeting Set for Lion Merger
----------------------------------------------------------------
A special meeting of stockholders of Life Sciences Research, Inc.,
will be held on November 16, 2009, commencing at 10:00 A.M., local
time, at 53 Street Urbanizacion Obarrio, Panama, Republic of
Panama, to consider and vote upon a proposal to approve the merger
of Lion Merger Corp. with and into the Company pursuant to the
terms of the Agreement and Plan of Merger, dated as of July 8,
2009, among Lion Holdings, Inc., Lion Merger Corp. and the
Company.

Pursuant to the merger agreement, at the effective time of the
merger, each issued and outstanding share of the voting common
stock, par value $0.01 per share, of the Company (other than
shares owned by Lion Holdings, Lion Merger or any other direct or
indirect wholly owned subsidiary of Lion Holdings -- including
shares to be directly or indirectly contributed to Lion Holdings
by Andrew H. Baker and his affiliate, Focused Healthcare Partners,
L.L.C., prior to the effective time of the merger -- and any
shares owned by a direct or indirect wholly owned subsidiary of
the Company) will be converted into the right to receive $8.50 in
cash, without interest, less any applicable withholding taxes.

Lion Holdings has informed the Company that, prior to the
completion of the merger, 2,326,116 shares of the Company's voting
common stock held by Mr. Baker, the Chairman and Chief Executive
Officer of the Company, and Focused Healthcare Partners, L.L.C.,
an entity controlled by Mr. Baker, as well as "in the money"
options held by Mr. Baker to purchase 55,500 shares will be
directly or indirectly contributed to Lion Holdings in exchange
for equity securities of Lion Holdings or one of its affiliates.
The $8.50 per share merger consideration will not be paid with
respect to any shares or options to purchase shares of the
Company's voting common stock that are exchanged for equity
securities of Lion Holdings or one of its affiliates.

A special committee of the board of directors consisting solely of
the Company's non-employee, independent directors unanimously
recommended approval of the merger.  Based upon this
recommendation, the Company's board of directors, with Mr. Baker
and Brian Cass abstaining, has unanimously determined that the
merger and the transactions contemplated by the merger agreement
are in the best interests of the Company and its stockholders and
that the Merger is substantively and procedurally fair to the
Company's unaffiliated stockholders, and has unanimously approved
the merger.  The board of directors, with Messrs. Baker and Cass
abstaining, recommends approval of the merger.

Only holders of record of shares of the Company's voting common
stock at the close of business on October 1, 2009, the record
date, are entitled to notice of, and to vote at, the special
meeting or any adjournments or postponements thereof.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?4731


                    About Life Sciences Research

Headquartered in East Millstone, New Jersey, Life Sciences
Research Inc. (NYSE Arca: LSR) -- http://www.lsrinc.net/-- is a
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR operates research facilities in the
United States and the United Kingdom.

As of June 30, 2009, the Company had $183,594,000 in total assets
and $191,293,000 in total liabilities, resulting in $7,699,000 in
stockholders' deficit.


LINEAR TECHNOLOGY: Posts $60.7MM Net Income for Sept. 27 Quarter
----------------------------------------------------------------
Milpitas, California-based Linear Technology Corporation booked
revenue of $236.1 million for the first quarter of fiscal year
2010 -- quarter ended September 27, 2009 -- an increase of
$28.1 million or 14% compared to the previous quarter's revenue
of $208.0 million and decreased $74.2 million or 24% from
$310.4 million reported in the first quarter of fiscal year 2009.
Net income of $60.7 million increased $9.3 million or 18% over the
fourth quarter of fiscal year 2009 and decreased $41.6 million or
41% from the first quarter of fiscal year 2009 which in addition
to higher revenue had a lower tax rate of 24% compared to 28% this
quarter.

Diluted earnings per share increased $0.04 cents per share over
the adjusted fourth quarter fiscal year 2009 results.  Diluted EPS
of $0.27 in the first quarter of fiscal year 2010 was calculated
in accordance with U.S. Generally Accepted Accounting Principles
and included $7.2 million ($0.02 per share) of non-cash interest
expense related to the amortization of the debt discount on the
Company's Convertible Senior Notes in accordance with Financial
Accounting Standards Board Staff Position No. APB 14-1, which the
Company adopted during the first quarter of fiscal year 2010.

FSP APB 14-1 requires that issuers of debt instruments, such as
the Company's Convertible Senior Notes, must separately account
for the liability and equity components in a manner that reflects
the entity's nonconvertible debt borrowing rate.  The resulting
non-cash interest expense will never be paid by the Company.  All
adjustments were made retrospectively as of the April 24, 2007
issuance of the Convertible Senior Notes and, therefore, all prior
quarters and years have been adjusted accordingly.

In addition, during the first quarter of fiscal 2010 the Company
adopted EITF 03-6-1 which caused basic and diluted shares used in
the Diluted EPS calculation to increase by roughly 4.0 million
shares ($0.005 per share) to include non vested restricted stock
grants that receive a dividend.  Diluted EPS was also negatively
impacted by the return of the Company's quarterly tax rate to 28%
as compared to the previous quarter's tax rate of 21%, which was
favorably impacted by discrete items.

As of September 27, 2009, the Company has $1.46 billion in total
assets against $149.1 million in total current liabilities,
$1.27 billion in convertible senior notes and $202.8 million in
deferred tax and other long-term liabilities, resulting in
$163.7 million in stockholders' deficit.

During the September quarter the Company's cash, cash equivalents
and marketable securities balance increased by $40.8 million to
$909.5 million.  A cash dividend of $0.22 per share will be paid
on November 25, 2009, to stockholders of record on November 13,
2009.

Bookings for the quarter grew in all of the Company's major end-
markets, except cell phones, and the largest increases were in the
automotive and industrial end-markets.

According to Lothar Maier, CEO, "This was a strong quarter in both
revenue and profit growth.  We were pleased by the acceleration of
customer orders during the latter half of the quarter as each of
our end-markets except cell phone improved, in particular the
automotive and industrial markets.  As a result, revenues
significantly improved over the previous quarter as we grew sales
14%, beating the top end of our guidance.  In addition, our
operating income grew by 26% and now represents 42% of sales.  I
would also like to recognize our dedicated employees who are
helping us work successfully through these challenging times.

"Notwithstanding the high rate of growth we achieved during the
first quarter, we still remain somewhat cautious looking ahead to
the December quarter.  The financial effects of the global
recession are certainly not over and continue to impact many of
our customers.  Customer orders continue to call for short lead
times and turns business, or bookings that are recorded and
shipped during the quarter, remains at a high level. While there
are some concerns that recent improvements in the overall
marketplace are at least partially attributable to a replenishment
of inventory stock, we continue to experience bookings
improvement. Therefore, based upon the strength of our positive
book to bill ratio and the recovery we appear to be witnessing in
our automotive and industrial end-markets, we are forecasting
revenue growth for our second fiscal quarter in the range of 2% to
5% over our first quarter."

Linear Technology Corporation (NASDAQ-LLTC) --
http://www.linear.com/-- a manufacturer of high performance
linear integrated circuits, was founded in 1981, became a public
company in 1986 and joined the S&P 500 index of major public
companies in 2000.  Linear Technology products include high
performance amplifiers, comparators, voltage references,
monolithic filters, linear regulators, DC-DC converters, battery
chargers, data converters, communications interface circuits, RF
signal conditioning circuits, uModuleO products, and many other
analog functions.  Applications for Linear Technology's high
performance circuits include telecommunications, cellular
telephones, networking products such as optical switches, notebook
and desktop computers, computer peripherals, video/multimedia,
industrial instrumentation, security monitoring devices, high-end
consumer products such as digital cameras and MP3 players, complex
medical devices, automotive electronics, factory automation,
process control, and military and space systems.


LOYAL FEATHERSTONE CONSTRUCTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------------------
Debtor: Loyal Featherstone Construction, Inc.
        3317 Kirby Parkway
        Memphis, TN 38115

Bankruptcy Case No.: 09-31557

Chapter 11 Petition Date: October 19, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Ted I. Jones, Esq.
                  Suite 1928, 100 North Main Bldg.
                  Memphis, TN 38103
                  Tel: (901) 526-4249
                  Email: dtedijones@aol.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Loyal Featherstone, president of the
Company.


LYONDELL CHEMICAL: Court Approves New Supply Pact with Evolution
----------------------------------------------------------------
Debtor Basell USA Inc. obtained approval from the Bankruptcy Court
to entry into a contract for sale of polymers with Evolution
Sorbent Products, LLP, nunc pro tunc to September 1, 2009.

During June and July 2008, Evolution Sorbent accumulated a debt
of $542,749 owed to Basell on unpaid invoices for the purchase of
polypropylene.  Pursuant to the Agreement, Basell has agreed to
forgive $271,374 owed by Evolution Sorbent in exchange for (i)
immediate payment of the remaining $271,374 and (ii) Evolution
Sorbent's agreement to purchase all of its polypropylene
requirements from Basell for the next two years.  Basell can
terminate the Agreement on 30 days' notice if it determines that
the Agreement is not to its benefit.  If the Agreement is
terminated or ceases to be in effect prior to August 31, 2011,
for any reason other than Basell's termination or material breach
of the Agreement, Basell's forgiveness of $271,374 of Evolution
Sorbent's prepetition debt will be nullified and that amount will
immediately become due under the Agreement on September 2, 2009.

While the Debtors believe that Basell's entry into the Agreement
is in the ordinary course of Basell's business.  The Debtors seek
approval of the Agreement out of abundance of caution.  Moreover,
Basell's management projects that the exclusive supply provision
of the Agreement will provide substantial value to Basell, in
addition to the $271,374 that Basell will receive on account of
the amounts currently owed by Evolution Sorbent.

                       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: Equistar to Abandon Property in Chocolate Bayou
------------------------------------------------------------------
Lyondell Chemical Co. and its units seek the Court's authority to
abandon certain property currently situated at Debtor Equistar
Chemicals, LP's olefins facility found in Chocolate Bayou plant,
in Alvin, Texas, nunc pro tunc to October 16, 2009.  A schedule of
the Property to be abandoned is available for free at:

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

David F. Williams, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that Equistar has been engaged in recent months
in decontaminating, cleaning and idling the Facility and its
equipment pursuant to an order authorizing long-term idling of
the Facility entered on March 13, 2009, under applicable
environmental laws.  In a supporting declaration, Deborah W.
Kryak, director of retained liabilities and remediation of the
Debtors, confirmed that Equistar has spent $25 million for
decontaminating and idling work at the Facility, which work
includes:

* Olefins Unit: Equistar rendered the unit "hydrocarbon-free'
   by cleaning it with steam and nitrogen.  This process reduced
   traces of hydrocarbons remaining in the unit to below the
   concentrations that would require continuation of the Leak
   Detection and Repair monitoring program under applicable Clean
   Air Act requirements.

* Hydro Unit: Equistar removed volatile organic compounds from
   piping and vessels to below applicable LDAR limits, and purged
   the unit with nitrogen.  Equistar placed a nitrogen pad on 18
   pieces of equipment and associated piping where pyrophoric
   solids might be present in the Hydro Unit.  Equistar cleaned
   all tanks inside the Hydro unit with flushing or steaming.

* Distribution Tanks: In its initial Transition Plan, Equistar
   stated that it expected to remove material from six of the
   Distribution Tanks, and between June 8 and July 30, 2009,
   Equistar removed 3 million gallons of material from these
   tanks.  Sixteen tanks are classified as "out of service," and
   five are empty or nearly empty.  Distribution Tanks are worth
   $12.5 million.  Equistar estimates, however, that the cost to
   fully de-inventory and clean its Distribution Tanks, including
   removal and disposal of the residual chemical materials in the
   tanks, would cost $40 million.  Equistar does not propose to
   undertake that removal action, which would place a substantial
   financial burden on the estate, is not required by any
   regulation and is not necessary to protect health, safety or
   the environment.

Moreover, Mr. Williams says that Equistar has worked diligently
to keep federal and state regulators apprised of its idling and
environmental activities at the Facility.  Equistar has worked
with the Environmental Protection Agency and the Texas Commission
on Environmental Quality to ensure compliance with applicable
environmental laws as it prepares to vacate the Facility, and
neither agency has expressed any formal opposition to the
Transition Plan, he notes.  Equistar has also maintained a plant
personnel force of 25 employees and 10 contractors to maintain
the status quo at the Facility effective through November 30,
2009.  The Equistar Facility currently is idle, with the
exception of two utility boilers operated solely in connection
with pretreatment of wastewater at the Chocolate Bayou Plant and
two cooling tower structures in which water is being circulated
to keep the tower components wet.  All chemical products at the
Equistar Facility are contained in receptacles; none are loose in
the environment, he adds.

Against this backdrop, Mr. Williams points out that the Property
to be abandoned is property of Equistar's estate.  The Property -
- although potentially valuable to an ongoing chemical producer
operating at the Chocolate Bayou Plant -- is burdensome and of
inconsequential value to Equistar's estate going forward, he
asserts.  He discloses that as part of Solutia, Inc.'s sale of
the Chocolate Bayou Plant to Ascend Performance Materials, LLC
effective June 1, 2009, Solutia and Ascend agreed to allocate
among themselves any cleanup costs for the Facility that they
incur following Equistar's exit.  He further argues that the
abandonment of the Property is permitted under Midlantic Nat'l
Bank v. New Jersey Dep't of Env'tl Protection, 474 U.S. at 507,
which provided that abandonment may not occur in violation of a
state statute or regulation that is reasonably designed to
protect the public health or safety from identified hazards.  He
insists that the Court has recognized in its bench order dated
September 9, 2009, that the Facility is not environmentally
contaminated and does not pose a hazard in the immediate or
foreseeable future, so long as prudent precautionary measures are
maintained.  The Debtors' expert witness, Michael McLaughlin, has
concluded that Equistar's proposed abandonment of the Facility
does not present any foreseeable risk of harm to people or the
environment -- much less the "imminent and identifiable harm"
that would need to be present to preclude abandonment, he says.

The Debtors plan to present Ms. Kryak and Mr. McLaughlin as the
Debtors' witnesses at a proposed November 19, 2009 hearing.

                   Parties Agree on Schedule

In a Court-approved stipulation, Equistar, Solutia and Ascend
agreed to this schedule with respect to the Abandonment Motion:

* October 20, 2009         Completion of discovery.

* October 30, 2009         Deadline for Solutia and Ascend to
                            serve any fact and witness
                            declarations.  Each party will serve
                            a list of fact and expert witnesses
                            they will call on at the evidentiary
                            hearing on the Abandonment Motion.

* November 5, 6, 9, 2009   Parties will take fact and expert
                            Depositions.  By November 2, 2009,
                            the Parties will exchange lists of
                            the documents considered by their
                            experts in forming their opinions,
                            and will produce to the other
                            parties documents on lists that have
                            not been produced.

* November 11, 2009        Deadline for Solutia and Ascend to
                            file objections to the Abandonment
                            Motion.

* November 16, 2009        Equistar will file any reply brief
                            in support of the Abandonment
                            Motion.  Equistar will make any
                            rebuttal witnesses available for
                            deposition on November 17, 2009.

The Parties agree that written discovery of experts will be
limited to the production of documents, data or other information
considered by an expert in forming his or her opinion; however,
these materials will not be discoverable: (a) drafts of expert
affidavits, reports or written direct examinations, (b) e-mails
or other communications between or among a testifying expert,
counsel for the Parties, the Parties or their employees, or
people who work for the testifying expert, and (c) any notes
prepared by the testifying expert or individuals who work for
that testifying expert.

                  Court Grants Motion to Clarify

With respect to Solutia Inc. and Ascend Performance Materials,
LLC's request to clarify an order dated March 13, 2009,
authorizing (i) Debtor Equistar Chemicals, LP's rejection of a
ground lease; and (ii) Equistar's long-term idling of its olefins
facility located at Chocolate Bayou plant, in Alvin, Texas, Judge
Gerber had opined that clarification or enforcement of the March
13 Order is neither necessary or appropriate.

However, in a bench decision entered on September 9, 2009, Judge
Gerber granted Solutia and Ascend's Motion to Clarify the March
13 Order by holding that:

  (a) the Debtors did not give notice of abandonment when they
      sought the March 13 Order, and the March 13 Order did not
      speak to the extent to which personal property on the
      premises of a ground lease between Solutia and Equistar
      could be abandoned;

  (b) the rejected ground lease did not provide for a "put" in
      favor of the lessee with respect to any personal property
      on the premises, and even if it did, the lessee could not
      exercise that put upon rejecting the ground lease; and

  (c) where personal property left behind upon a lease rejection
      raises potential environmental issues, the requirements of
      the Bankruptcy Code and Federal Rules of Bankruptcy
      Procedure for notice and opportunity to object must be
      complied with before that property can be abandoned.

Judge Gerber reserved his ruling on disputed matters if and when
notice of abandonment is made.

A full-text copy of Judge Gerber's Bench Decision dated
September 9, 2009, is available for free at:

     http://bankrupt.com/misc/Lyondell_Sept9BenchDecision.pdf

Prior to entry of the Court's order on September 9, 2009, Solutia
and Ascend asked the Court to (i) extend the rejection date of
the Ground Lease from August 4, 2009, to at least two weeks and
(ii) provide that the status quo be maintained at the Chocolate
Bayou Olefins Facility and under the agreements during that time
to allow whatever decision the Court may issue to be reviewed and
discussed by the parties.

Subsequently, Judge Gerber ordered that status quo was to be
maintained through August 7, 2009.  Parties were directed to
arrange for a conference call on August 5.

                       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: Law Debenture Seeks Standing to Pursue Claims
----------------------------------------------------------------
Law Debenture Trust Company of New York, as trustee for 7.625%
Senior Unsecured Notes due 2026 by Debtor Millennium America,
Inc., asks the Court for standing to commence an adversary
proceeding on behalf of the estates of Debtors Millennium
America, Inc.; Millennium Chemicals, Inc.; Millennium US Op Co.
LLC; Millennium Worldwide Holdings I, Inc.; Millennium Specialty
Chemicals Inc.; Millennium America Holdings Inc.; Millennium
Petrochemicals GP LLC; Millennium Petrochemicals Partners, LP;
and Millennium Petrochemicals Inc. to avoid as fraudulent
conveyances over $1 billion of guaranty claims.

Pursuant to the December 20, 2007 acquisition of Lyondell
Chemical Company by Basell AF S.C.A., the Millennium Guarantors
became restricted subsidiaries of Basell and became joint and
several guarantors of the payment of obligations under their
guarantees of 8.375% Senior Notes due 2015 issued by Nell AF
S.a.r.l. pursuant to a Fourth Supplemental Indenture dated
December 20, 2007.

Thus, Law Debenture's proposed complaint seeks to recover
fraudulent transfers, to equitably subordinate certain secured
claims, to avoid preferential transfers, and to recover damages
for breach of fiduciary duty and breach of contract from
Wilmington Trust Company, as indenture trustee for the Nell
Noteholders.  A full-text copy of the proposed complaint is
available for free at:

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

Douglas L. Furth, Esq., at Golenbock Eiseman Assor Bell & Peskoe
LLP, in New York, notes that while the Official Committee of
Unsecured Creditors initiated a complaint seeking fraudulent
conveyances against the Debtors' prepetition lenders and the
directors, the Committee however did not seek fraudulent
conveyances relating to the guarantees executed by the Millennium
Guarantors pursuant to the Merger.  Absent Law Debenture's
proposed complaint, the claims of unsecured creditors of the
Millennium Guarantors could be diluted by over $1 billion of
claims by the holders of the Nell Guaranties, he says.

Mr. Furth assures the Court that the Law Debenture Complaint will
easily withstand a motion to dismiss and satisfy the colorable
standard used by the bankruptcy courts.  Since the potential
recoveries for the Millennium Guarantors are enormous, the cost
of prosecution relatively modest and the Millennium Guarantors
have waived their right to bring claims relating to the Merger,
the Court's decision to confer standing on Law Debenture to
prosecute its claims on behalf of the Millennium Guarantors is
appropriate, he maintains.

The Court will consider Law Debenture's Motion for Standing on
November 4, 2009.  Objections are due October 29.

                       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: Parties Oppose Rejection of 502(e)(1)(B) Claims
------------------------------------------------------------------
Pursuant to Section 502(e)(1)(B) of the Bankruptcy Code, Lyondell
Chemical Co. and its units object to 56 parties' claims relating
to environmental liability.  A schedule of the 102 claims is
available for free at:

    http://bankrupt.com/misc/Lyondell_ObjectedSec502Claims.pdf

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, asserts that the Claims are claims for
reimbursement or contribution which is contingent, and pursuant
to Section 502(e)(1)(B), should be disallowed.  Particularly, he
points out that 76 of the Claims, aggregating more than
$1 billion and asserted by private entities, are duplicative of
claims already filed by federal environmental agencies.  A full-
text copy of the Duplicate Claims is available for free at:

   http://bankrupt.com/misc/Lyondell_DuplicateSec502Claims.pdf

With respect to the claims of California Department of Toxic
Substances Control, the California Regional Water Quality Board
and the California State Water Resources Control Board, the
Debtors ask the Court to clarify whether injunctive obligations
under various federal and California state statutes to perform
work at environmental sites neither owned or operated by the
Debtors constitute "claims" under Section 101(5) of the
Bankruptcy Code.

                    Parties Object

Nineteen parties ask the Court to deny the Debtors' disallowance
of their claims under Section 502(e)(1)(B) of the Bankruptcy
Code, and instead, allow their claims.

Akzo Nobel Paints LLC's predecessor-in-interest purchased assets
from Debtor Millennium Holdings, LLC pursuant to a purchase
agreement, as amended.  The APA is an executory contract that
includes indemnification provisions that have not expired.  The
objection is premature.  Thus, Akzo Nobel points out that if
Millennium Holdings assumes the APA, then Akzo Nobel's indemnity
claims pursuant to the APA will be administrative claims and will
not be subject to Section 502(e)(1)(B).  Akzo Nobel further
argues that portions of its claims that seek to enforce
contractual indemnities against environmental liabilities are not
contingent claims for reimbursement and, thus, are not subject to
Section 502(e)(1)(B).  Akzo Nobel contends that portions of its
claims seeking indemnification for legal fees and expenses are
direct claims that belong solely to ANP.  Akzo Nobel adds that
certain of the primary claims identified by Millennium Holdings
as duplicative of Akzo Nobel's claims do not represent claims for
which Akzo Nobel and Millennium Holdings are co-liable.

The Lower Passaic River Study Area Cooperating Parties Group
filed a proof of claim seeking total payment from the Debtors of
an undetermined amount representing the Debtors' alloted share of
the expenses relating to a study of certain environmental
contamination for the Lower Passaic River Study Area portion of
the Alkali Superfund Site in New Jersey.  Although the Claim
appears to have the characteristics of a Comprehensive
Environmental Response, Compensation and Liability Act, it is a
non-contingent, contractual claim.

In separate filings, Givaudan Fragrances Corporation, The Stanley
Works, Teval Corporation, Dial Corporation, Ashland, Inc., and
Mallincklrodt, Inc., members of the Lower Passaic River Study
Area Cooperating Parties Group, join in the LPRSA Group's
objection.

Curtiss-Wright Corporation; Superior MPM, LLC, Norpak
Corporation, Spectraserv Inc.; Bayonne Industries, Inc.; IMTT-
Bayonne; Hexion Specialty Chemicals Inc.; and ISP Environmental
Services Inc. filed Claim Nos. 8265 and 12152 seeking total
payment from the Debtors' share of the expenses relating to
environmental remediation to the LPRSA.  Curtiss-Wright, et al.
insist that their Claims do not duplicate the U.S. Environmental
Protection Agency's Claim Nos. 12969, 12971 and 12973 or the
claim made by the New Jersey Department of Environmental
Protection's Claim No. 7818 as those agencies are seeking costs
that they have incurred and will incur.

The Non-Public Third Party Joint Defense Group in NJDEP v.
Occidental Chemical Corp. et al. filed Claim No. 7781 against the
Debtors for the Debtors' allocated share of the expenses relating
to investigation and remediation of LPRSA.  The JDG argues that
since the nature and extent of the various parties' liability for
the investigation and remediation costs has yet to be
established, it is impossible to determine if amounts owed to the
JDG by the Debtors are included in the claims filed by the EPA
and the state of New Jersey in the Debtors' bankruptcy cases.
Instead of disallowed, the Claim should be estimated, in
conjunction with the claims of the EPA and the State of New
Jersey, the JDG urges the Court.

Stanley Works, a member of the JDG, and Dial Corporation
separately adopt the JDG Group's Response.

The LWD PRP Group filed Claim No. 3323 against Lyondell; Claim
No. 3322 against Millennium Petrochemicals, Inc.; and Claim No.
3321 against Equistar Chemicals, LP, relating to cleanup of LWD,
Inc., in Calvert City, Kentucky.  The LWD PRP points out that its
Claims are direct contractual claims against the Debtors, not
claims for contribution or reimbursement, for environmental
cleanup costs actually incurred by the LWD PRP Group pursuant to
an agreement with the Debtors and not for future cleanup costs,
and not for costs owed to the EPA or costs for which the LWD PRP
Group is liable to the EPA along with the Debtors.

Givaudan, as member of the LWD CERCLA Site PRP Group, adopts the
LWD PRP Group's response.

The MDI Site Joint Defense Group made up of Akzo Nobel Inc.,
Ashland Inc., Chevron U.S.A. Inc., ConocoPhillips Company,
Eurecat U.S. Incorporated, Exxon Mobil Corporation, Flint Hills
Resources, LP, and Irving Oil Corporation filed Claim no. 5270
and 6301 relating to the environmental liability of the Debtors
from the disposal of hazardous substances at the Many Diversified
Interests, Inc. Superfund Site in Houston, Texas.  The MDI Group
asserts that its claims against the Debtors are not contingent
and should thus be allowed.

Maxus Energy Corporation and Tierra Solutions, Inc., assert claims
against the Debtors, seeking costs that Maxus and Tierra incurred
in connection with the environmental conditions of Newark Bay
Complex, as well as claims against Lyondell for environmental
costs associated with the French Limited Superfund Site in Texas.
Maxus and Tierra insist that they have incurred direct, out-of-
pocket costs to redress environmental contamination resulting
from the Debtors' operations; and that they have a legal right to
recover those out-of-pocket costs from the Debtors under
applicable environmental statutes.

FLTG, Inc. asserts Claim No. 7986 against Lyondell Chemical
Company for $2,680,000, representing Lyondell's 40% allocated
share of remediation costs associated with the French Limited
Superfund Site in Houston, Texas.  FLTG argues that Section
502(e)(1)(B) does not apply to the Claim because (i) FLTG is not
liable with Lyondell on the claim of any creditor; (ii) the Claim
is not contingent; and (iii) the Claim and the EPA's Claim No.
12974 for $4.8 million;, and the Texas Commission on
Environmental Quality's Claim No. 8182 relating to the Site are
not duplicative.

Weyerhaeuser Company has filed proofs of claim for recovery from
the Debtors of environmental response costs arising from the
investigation and remediation of cleanup of part of the Allied
Paper/Portage Creek/Kalamazoo River Superfund Site.  Weyerhaeuser
contends that the Debtors' objection to its claims must fail
because Weyerhaeuser is seeking to recover response costs it has
already incurred and will incur itself, not to recover in
contribution based on co-liability to any third party.

Georgia-Pacific, LLC asserts a proof of claim no. 7070 to recover
Debtor Millennium Holdings, Inc.'s allocated share of costs
relating to the investigation and remediation actions at the
Kalamazoo River Superfund Site.  Georgia-Pacific argues that it
has incurred $7,008,421 in past response costs under the CERCLA,
and Millennium Holdings is directly liable to it for (i)
$3,865,460 under an allocation agreement and (ii) $3,119,602
under an assignment agreement.  In this light, Georgia-Pacific
asserts Millennium Holdings does not and can not argue that any
amounts Georgia-Pacific has actually paid can or should be
disallowed.

Route 21 Associates of Belleville, LLC filed a Claim No. 4982
seeking (i) payment of a contracted amount between Lyondell and
Route 21 for $1,049,497; and (ii) for continued payment for
remediation costs incurred at $6.6 million, which by contract
with Lyondell requires payment of $1.65 million.  Route 21
insists that its Claim is a direct claim and not contingent.

Berk's Landfill Qualified Settlement Trust Fund filed a proof of
claim for payments owed by Lyondell pursuant to an agreement
relating to Berk's Landfill site.  Berk's Landfill contends that
its claim is not only for reimbursement or contribution under
CERCLA but is a direct, contingent claim against Lyondell which
is allowable as the future costs and responsibilities of each
potentially responsible party to remedy the Site.  Moreover,
Berk's Landfill asserts that a portion of the claim relating to
its payment to the EPA for $124,136 should be allowed.

                Creditors' Committee Supports
         Debtors' Objection to Private Contribution Claims

For its part, the Official Committee of Unsecured Creditors
supports the Debtors' objection to contribution claims asserted
by private claimants, a schedule of which is available for free
at http://bankrupt.com/misc/Lyondell_PrivContributionClaims.pdf

Steven D. Pohl, Esq., at Brown Rudnick LLP, in New York, points
out that under Section 502(e)(1)(B), a claim is disallowed if it
is a claim for reimbursement or contribution; the private
claimant is co-liable with one or more of the debtors to a
federal or state environmental agency; and the creditor's claim
is contingent.  He insists that this provision was enacted by
Congress to ensure that primary and secondary creditors were not
seeking to recoup the same claims from the limited assets in the
Debtors' estates, and to prevent contingent claims from delaying
the resolution of the bankruptcy proceedings.  The Debtors can
demonstrate that the Contribution Claims are contingent because a
large portion of the private claimants' Contribution Claims are
based on future remediation and cleanups that have not yet
occurred and thus the claimants have not yet incurred the costs
they are seeking contribution for, he asserts.  Thus, the Debtors
are not legally bound to pay any of the Contribution Claims until
liability is proven by the claimants, he maintains.

The Committee, hence, asks the Court to disallow the Contribution
Claims.

The Court will consider the Debtors' Motion to Disallow the
Section 502(e)(1)(B) Claims on November 4, 2009.  Objections were
due October 14.

                       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: Commission Worried on Outcome of Auction
-------------------------------------------------------------
Sandra McKee at The Baltimore Sun reports that the Maryland Racing
Commission is worried for the bankruptcy auction of Magna
Entertainment Corp.'s three racing properties Pimlico Race Course,
Laurel Park, and the Bowie Training Center in the state.

The Sun quoted Maryland Racing Commission executive director Mike
Hopkins as saying, "The most pressing concern, is No. 1, that
whoever purchases the racetracks certainly abides by the will that
the Preakness continues to run and never leaves.  And No. 2, they
would all feel much more relaxed if whoever purchases the
properties purchases all three of them and that they not be sold
separately."  The Sun relates that the Commission approved racing
dates for Ocean Downs for 40 days of live racing between January 1
and December 31, 2010, while dates for Maryland's thoroughbred
tracks are to be finalized at the Commission's November 10
meeting.

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 through a
court-sanctioned auction process.

                     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.


MDC PARTNER: Note Upsizing Cues S&P's Rating Downgrade to 'B+'
--------------------------------------------------------------
Following the upsizing of MDC Partner Inc.'s proposed senior
unsecured note offering due 2016 to $225 million from
$200 million, Standard & Poor's has revised its ratings on this
debt.  S&P has revised its recovery rating on the notes to '5',
indicating S&P's expectation of modest (10% to 30%) recovery for
noteholders in the event of a payment default, from '4'.  S&P also
lowered the issue-level rating on the notes to 'B+' (one notch
lower than the 'BB-' corporate credit rating on the company) from
'BB-', in accordance with S&P's notching criteria for a '5'
recovery rating.  Although the upsizing was modest in size, S&P's
previous recovery rating on this debt assumed no expansion of the
offering, and the additional debt modestly reduces recovery
prospects for unsecured creditors under S&P's simulated default
scenario.

The corporate credit rating remains at 'BB-', and the rating
outlook is stable.  Pro forma lease-adjusted debt (including earn-
outs and put obligations) to EBITDA (adjusted to include imputed
interest, put obligations, and minority interest expense) was 4.9x
as of June 30, 2009.  The company has roughly $52 million of earn-
out payments due in 2010 related to its two key agencies, which
MDC can meet with cash.  Pro forma for the repayment of these
earn-outs, fully adjusted leverage declines to about 4.2x as of
June 30, 2009.  The rating and outlook are predicated on the
company reducing and maintaining fully adjusted leverage at less
than 4x.  The corporate credit rating does not assume any
additional upsizing of this offering from $225 million.

                           Ratings List

                         MDC Partners Inc.

           Corporate Credit Rating         BB-/Stable/--

                          Ratings Revised

                         MDC Partners Inc.

                                           To      From
                                           --      ----
           $225M sr unsecd nts due 2016    B+      BB-
             Recovery Rating               5       4


METALDYNE CORP: Buyer Says BDC Appeal Of Sale Spurious
------------------------------------------------------
According to Law360, MD Investment Corp. has accused BDC Finance
LLC of trying to muddy the waters in BDC's appeal of the
Bankruptcy Court's decision approving the sale of most of
Metaldyne Corp.'s assets to MDI by painting the auction process as
unfair.

Metaldyne announced October 16 it has completed the sale of
substantially all of its assets to MD Investors Corporation, an
entity formed by private-equity firms Carlyle Group and Solus
Investment Funds.

MD Investors purchased certain assets related to Metaldyne's
Sintered Products, Vibration Controls Products, European Forging
Products and Powertrain Products Groups, including its balance
shaft module, driveline machining and assembly, and tubular
products operations.  In addition, certain chassis-related assets
were acquired.

The purchase was made under a court supervised 11 U.S.C. Sec. 363
auction process.  MD Investors paid approximately $40 million in
cash subject to adjustments under the asset purchase agreement,
plus the assumption of certain debt and liabilities, and credit
bid more than $425 million of secured term debt.  The new company
will operate under the name Metaldyne, LLC.

                       About Metaldyne Corp.

Metaldyne was previously a wholly-owned subsidiary of Asahi Tec, a
Shizuoka, Japan-based chassis and powertrain component supplier in
the passenger car/light truck and medium/heavy truck segments.
Asahi Tec is listed on the Tokyo Stock Exchange.

Metaldyne Corporation and its affiliates filed for Chapter 11
protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).
The filing did not include the company's non-U.S. entities or
operations.  Richard H. Engman, Esq., at Jones Day represents the
Debtors in their restructuring efforts.  Judy A. O'Neill, Esq., at
Foley & Lardner LLP serves as conflicts counsel; Lazard Freres &
Co. LLC and AlixPartners LLP as financial advisors; and BMC Group
Inc. as claims agent.  A committee of Metaldyne creditors is
represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne,
Esq., at Reed Smith LLP, and the committee tapped Huron Consulting
Services, LLC, as its financial advisor.  For the fiscal year
ended March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the company had assets of US$977 million and
liabilities of US$927 million.  Judge Glenn approved the sale of
substantially all assets to Carlyle Group earlier this month for
approximately $496.5 million.

Metaldyne is a leading global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain applications including engine, transmission/transfer
case, driveline, and noise and vibration control products to the
motor vehicle industry.  The new Metaldyne company has
approximately $650 million in revenue with 26 facilities in 12
countries.  For more information go to http://www.metaldyne.com/


MERCURY COMPANIES: Wants Plan Filing Deadline Extended to Jan. 4
----------------------------------------------------------------
Mercury Companies Inc., et al. ask the U.S. Bankruptcy Court for
the District of Colorado to extend their exclusive right to file a
plan of reorganization until Jan. 4, 2010, and the date by which
each class of impaired creditors must accept the plan until
March 5, 2010.

The Debtors say that claims review and resolution is crucial to
the structure of a plan.  The Debtors add that they are well into
the claims review and objection process and have had discussion
and concluded negotiations with some of their large creditors to
resolve potential objections.

The Debtors also relate that they are in the final stages of their
asset liquidations.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

Mercury Companies filed for Chapter 11 protection on August 28,
2008.  Two months later, six subsidiaries, namely Arizona Title
Agency, Inc., Financial Title Company, Lenders Choice Title
Company, Lenders First Choice Agency, Inc., Texas United Title,
Inc., dba United Title of Texas and Title Guaranty Agency of
Arizona, Inc., also filed voluntary Chapter 11 petitions.  The
units' cases are jointly administered with Mercury's (Bankr. D.
Colo. Lead Case No. 08-23125).  Daniel J. Garfield, Esq., and
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck;
Kathleen A. Odle, Esq., at Sherman & Howard; and Vikki L. Vander
Woude, Esq., at Manatt Phelps & Phillips, represent the Debtors as
counsel.  Lars H. Fuller, Esq., at Baker Hostetler, serves as the
official committee of unsecured creditors' counsel.


MERUELO MADDUX: BofA Rails Against Meruelo's Cash-Sharing
---------------------------------------------------------
According to Law360, Bank of America N.A. is opposing Meruelo
Maddux Properties Inc.'s bid for continued use of cash collateral,
contending the Debtor cannot use money generated from properties
securing the bank's loans to pay the claims of a related estate.

In September, the Debtor sold two Southern California properties
for $5 million.  However, the Debtor has been unable to access the
proceeds pending the resolution of a dispute with secured
creditors.

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Peter C. Anderson, the
United States Trustee for Region 16, appointed five creditors to
serve on the Creditors Committee.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Professional Corporation, represent the Creditors Committee as
counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


METROMEDIA INT'L: Wants Excl. Plan Filing Extended Until Feb. 16
-----------------------------------------------------------------
MIG Inc., formerly known as Metromedia International Group, Inc.,
asks the U.S. Bankruptcy Court for the District of Delaware to
extend the exclusive periods to file a plan of reorganization and
solicit acceptances of the plan until Feb. 16, 2009, and April 16,
2009, respectively.

The Debtor said that it is in the final stage of the business plan
and the valuation of its assets to support the plan.  The Debtor
added that the plan is designed to satisfy any final judgment and
preserve value for the Debtor's other creditors and interest
holders.

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 $100 million to
$500 million in assets and $100 million to $500 million in debts.
In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


MGM MIRAGE: Kirk Kerkorian Mulls "Alternatives" for 37% Stake
-------------------------------------------------------------
Alexandra Berzon at The Wall Street Journal reports that MGM
Mirage's biggest shareholder Kirk Kerkorian, could further reduce
his stake in the casino company he built, after the Company
disclosed a $955 million write-down on the value of its CityCenter
construction project.

Mr. Kerkorian's investment company Tracinda Corp. said in a
statement that Mr. Kerkorian is looking for new "strategic
partnerships or other alternatives" for his 37% stake in MGM
Mirage, but he will wait until after City Center opens at year-end
before actively seeking a deal.  According to Tracinda's
statement, it believes that MGM Mirage and City Center are
undervalued by investors and that Mr. Kerkorian sees "substantial
unrecognized value in MGM and City Center that is not reflected in
the market value of MGM Mirage's stock".

MGM Mirage said in a statement that it revised its operating
forecasts for City Center late in the third quarter based on
third-party consultation and decided that its 50% stake was worth
approximately $2.44 billion as of the end of September, which
means the whole project is worth about $5 billion.  The Journal
relates that costs for the project are estimated at $8.5 billion,
reflecting a $955 million write-down on the asset as well as a
$348 million write-down for its condo units because it previously
said it was cutting the unit prices by 30% after condo owners
threatened to walk away from their units.

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MGM MIRAGE: To Record $955MM CityCenter Pre-tax Non-Cash Charge
---------------------------------------------------------------
MGM MIRAGE expects to record a pre-tax non-cash impairment charge
of approximately $955 million related to its investment in
CityCenter; such charge will be reflected in the Company's
statement of operations for the third quarter.

In addition, CityCenter, the Company's 50/50 joint venture with
Infinity World Development Corp, is expected to recognize a
$348 million non-cash impairment charge related to its residential
real estate under development.

MGM MIRAGE will recognize 50% of such impairment charge, adjusted
by certain basis differences, as a part of its income (loss) from
unconsolidated affiliates for the third quarter of 2009.  The net
pre-tax impact of the CityCenter residential charge to the
Company's third quarter operating results is expected to be
approximately $200 million.

MGM MIRAGE evaluates its joint venture investments for impairment
whenever events or changes in circumstances indicate that the
carrying value of its investment may have experienced an other-
than-temporary decline in value.  Based on revised operating
forecasts developed by CityCenter late in the third quarter, MGM
MIRAGE has now determined that the carrying value of the Company's
50% investment is greater than its fair value and an impairment is
indicated.  The Company, based in part on consultations with third
party valuation specialists, estimates the fair value of its 50%
investment to be approximately $2.44 billion as of September 30,
2009.

CityCenter was required to review its residential inventory under
development for impairment as of September 30, 2009, mainly due to
CityCenter's September 2009 decision to discount the prices of its
residential inventory by 30%.  This decision and related market
conditions led to the conclusion that the carrying value of the
residential inventory is not recoverable.

MGM MIRAGE will release its financial results for the third
quarter ended September 30, 2009 prior to the market open on
Thursday, November 5, 2009, followed by a conference call at 11:00
a.m. Eastern Standard Time.  The conference call will include a
brief discussion of third quarter results followed by a question
and answer period.  The call will be accessible via the Internet
through http://www.mgmmirage.com/and
http://www.companyboardroom.com/or by calling 1-800-526-8531 for
Domestic callers and 1-706-758-3659 for International callers.
The conference call access code is 35345375.

A replay of the call will be available through November 11, 2009.
The replay may be accessed by dialing 1-800-642-1687 or 1-706-645-
9291.  The replay access code is 35345375. The call will also be
archived at http://www.mgmmirage.com/and at:

                  http://www.companyboardroom.com/

                         About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi and
Michigan, and has investments in three other properties in Nevada,
New Jersey and Illinois.

At June 30, 2009, the Company had $22.4 billion in total assets,
including $1.07 billion in total current assets; $1.23 billion in
total current liabilities, $3.58 billion in deferred income taxes,
$12.3 billion in long-term debt, $186.7 million in other long-term
obligations; and $5.04 billion in stockholders' equity.

                           *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MHF OF FREEBORN: Files for Chapter 11 in St. Paul, Minn.
--------------------------------------------------------
MHF of Freeborn County Inc. filed for Chapter 11 in St. Paul,
Minnesota on October 19, 2009 (Bankr. D. Minn. Case No. 09-37320).

MHF owes $8.7 million to two secured creditors.

MHF of Freeborn owns a hog farm in Austin, Minnesota.  Closely
held MHF has 6,800 breeding sows and a finishing herd of 56,300
hogs.  The finishing herd is in the possession of 20 farmers
raising the animals under contract.

According to Bill Rochelle at Bloomberg News, MHF's sales in 2008
of $15.6 million were depressed by an attack from the porcine
circovirus.  Revenue so far this year increased to $16 million.
In addition to the disease, which reduced the herd from 80,000,
hog farmers have suffered from high feed costs, oversupply and a
decline in demand from consumers worried about contracting so-
called swine flu.


MIDWAY GAMES: Gets Exclusivity Extension Until Oct. 30
------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Midway Games Inc.
received an extension of the exclusive right to propose a
liquidating Chapter 11 plan until Oct. 30.  Midway sold the
assets, leaving $43 million cash and no substantial secured
claims.

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is roughly $49 million,
including the assumption of certain liabilities.  Midway is
disposing of its remaining assets.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.  A full-text copy of the
Debtors' monthly operating report for the month ended June 30, is
available at http://researcharchives.com/t/s?41c1


MIRANT CORP: Names Julia Houston as General Counsel
---------------------------------------------------
Claire Zillman at Law.com reports that Mirant Corp. has appointed
Julia Houston as its general counsel.

Law.com relates that Ms. Houston, who joined Mirant in 2004, has
been one of the legal architects of Mirant's turnaround.  She was
promoted as senior VP, GC, chief compliance officer, and corporate
secretary after serving as deputy general counsel and corporate
secretary for the company.  According to Law.com, Ms. Houston
succeeds S. Linn Williams, who retired in May.  She leads Mirant's
legal team and oversees its legislative and regulatory affairs,
says Law.com.  Law.com relates that as chief compliance officer,
Ms. Houston designs and operates the company's legal compliance
and ethics program.  Ms. Houston, before joining Mirant, was a
security and finance attorney at Delta Airlines, Inc., and worked
at King & Spalding as an associate in corporate practice group.
Ms. Houston's practice has primarily focused on securities
offerings, mergers and acquisitions, and corporate governance,
Law.com states.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  Mirant Corp. and certain affiliates emerged from
bankruptcy on Jan. 3, 2006. On March 7, 2007, the Court entered a
final decree closing 46 Mirant cases.  Mirant NY-Gen LLC, Mirant
NY-Gen emerged from Chapter 11 on May 7, 2007.  On Sept. 19, 2007,
the court confirmed a Chapter 11 plan for Mirant Lovett.

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

                           *     *     *

In October 2009, Moody's Investors Service affirmed the ratings of
reorganized Mirant Corporation (B1 Corporate Family Rating) and
its subsidiaries Mirant Mid-Atlantic, LLC (Ba1 pass through trust
certificates), Mirant North America, LLC (Ba2 senior secured and
B1 senior unsecured) and Mirant Americas Generation, LLC (B3
senior unsecured).


MOBUI CORP: Addresses Teletouch's Default Notice
------------------------------------------------
Teletouch Communications, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission that in October 2008,
it agreed to provide certain financing to Mobui Corporation, a
privately held Washington corporation, in exchange for a minority
equity position in the company.

On October 3, 2008, Teletouch loaned to Mobui an initial $60,000
in return for a promissory note payable bearing an annual interest
rate of 14% with all principal and accrued interest payable due
upon demand of Teletouch anytime after November 2, 2008.  The Note
is secured by substantially all of the assets of Mobui, excluding
certain intellectual property, and by personal guarantee from the
founder of Mobui.

The Company agreed to amend the Mobui Note on six different
occasions due to additional financing requests by Mobui in the
second and third quarter of fiscal year 2009.

On January 15, 2009, Teletouch amended the Mobui Note for a final
time to reflect an additional funding of $60,000 to Mobui.  The
sixth amended Mobui note revised the total Mobui Note amount to
$415,000 and provided for the repayment of $165,000 in principal
and any unpaid accrued interest by July 15, 2009.  The remaining
principal and interest is due on December 22, 2009.  Since
Teletouch agreed to enter into a sixth amended Mobui Note, Mobui
issued additional shares of its common stock to the Company, which
increased Teletouch's minority equity position in Mobui.

On August 6, 2009, the Company noticed Mobui of its payment
default and various other defaults under the Note and demanded
payment in full.  On August 17, 2009, the Company received a
$415,000 payment from Mobui which was applied against the Note's
principal balance.

As of August 31, 2009, the total unpaid accrued interest due under
the Mobui Note is roughly $37,000, which is reported as a current
asset under the caption Notes receivable on the Company's balance
sheet.  The Note continues to be secured by all of the assets of
Mobui and by a personal guaranty of the founder of Mobui.  Based
on the fair value of the collateral securing the Note, the Company
has not recorded a reserve against the remaining balance due under
the Note and believes this balance is fully collectible with the
next 12 months.

For over 40 years, Teletouch -- http://www.teletouch.com/-- has
offered a comprehensive suite of telecommunications products and
services including cellular, two-way radio, GPS-telemetry,
wireless messaging and public safety/emergency response vehicle
products and services throughout the U.S.  With over 80,000
wireless customers, Teletouch's wholly-owned subsidiary,
Progressive Concepts, Inc. (PCI), is a leading provider of ATT
Mobility(R) (NYSE: T) services (voice, data and entertainment), as
well as other mobile, portable and personal electronics products
and services to individuals, businesses and government agencies.

Mobui was founded in July 2008 and is an advanced mobile
applications development and content delivery company with a
growing catalogue of proprietary mobile applications, content and
delivery platforms, including those for the Apple, Inc.'s iPhone,
Research In Motion Ltd.'s Blackberry devices, the new Google, Inc.
Android G1, among hundreds of other handset types from virtually
all leading manufacturers.


NAVISTAR INTERNATIONAL: Fitch Puts 'BB-' Rating on $1 Bil. Notes
----------------------------------------------------------------
Fitch Ratings expects to assign a 'BB- 'rating to Navistar
International Corporation's new $1 billion senior unsecured 12-
year notes and a 'B' rating to NAV's $500 million senior
subordinated convertible five-year notes.  Proceeds will be used
to pay off the entire amount outstanding under NAV's senior
unsecured credit facility ($1.33 billion as of July 31, 2009),
increase liquidity, and support general corporate purposes.  The
rating on the subordinated convertible notes is notched two levels
below NAV's Issuer Default Rating due to contractual subordination
and Fitch's estimate of recoveries in a distressed scenario.
Fitch plans to withdraw its ratings on NAV's senior unsecured bank
facility with the cancellation of the facility.

Fitch has also affirmed the IDRs and Senior unsecured bank
facility ratings for NAV and Navistar Financial Corp.:

Navistar International Corp.

  -- IDR at 'BB-';
  -- Senior unsecured bank facility at 'BB-'.

Navistar Financial Corp.

  -- IDR at 'BB-';
  -- Senior unsecured bank lines at 'BB-'.

The Rating Outlook remains Negative.

The ratings cover approximately $1.8 billion of outstanding debt
at NAV and $3.4 billion of outstanding debt at NFC as of July 31,
2009.  Due to the close operating relationship and importance to
the parent, NFC's ratings are directly linked to those of the
ultimate parent.  The relationship is governed by an agreement,
referenced in the NFC credit agreement, that requires Navistar,
Inc. and NAV to own 100% of NFC's equity at all times.

The ratings reflect NAV's solid credit metrics for the 'BB-'
category, adequate liquidity position, U.S. and Canada market
share leadership in Class 6-8 trucks and school buses, competitive
engine portfolio, strong North American distribution network,
significant military business, and potential future success with
several business initiatives including the Mahindra & Mahindra
joint venture, Caterpillar joint venture, and Monaco RV business.

Credit concerns include continued weakness in the truck market,
significant pension liabilities, future cash pension
contributions, material accounting weaknesses, and several
concerns related to NFC, as discussed below.  NAV also remains
geographically dependent on North America, with approximately 92%
of its 2008 fiscal-year revenue from this region.  Fitch is also
concerned about the possibility of restructuring costs related to
the currently idled Chatham, Ontario plant.

The Negative Outlook is based primarily on concerns at NFC,
particularly $1.9 billion of refinancing risk in 2010 and
capitalization levels.  Fitch also expects NFC's operating
performance and asset quality to remain pressured.  The risk of
continued weak truck and engine markets also contributes to the
Negative Outlook.

NAV stated in its Prospectus Supplement that it has 'engaged in
discussions with multiple parties regarding a strategic alliance
involving NFC that would ensure funding and liquidity, reduce the
need for capital, and reduce overall leverage at NFC.' While no
agreement has been announced or completed, Fitch believes that
such a strategic arrangement could address many of the credit
concerns regarding NFC, and Fitch would likely consider such an
arrangement to be a positive factor for the Outlook and/or
ratings.

NFC has renewed and is pursuing financing transactions to improve
its liquidity position and extend near-term maturities.  NFC
renewed a dealer floorplan funding facility and extended its
retail receivables securitization facility.  NFC is currently in
the early stages of renewing its bank facilities and planning a
retail securitization or asset sale in excess of $300 million.

At the end of NAV's latest third quarter (ending July 31, 2009),
Fitch calculates NAV (excluding NFC) had a liquidity position of
approximately $875 million, consisting of $751 million of cash and
equivalents and $341 million in aggregate credit facility
capacity, less $217 million of current maturities of long-term
debt.  NAV's $1.7 billion of credit facilities consist of a
$200 million secured asset-backed revolving credit facility,
unsecured $1.1 billion term loan and unsecured $400 million
synthetic revolving credit facility.  NAV's $200 million secured
asset-backed credit facility due June 2012 has a $10 million
liquidity block against it and has never been borrowed against.

Although Fitch considers NAV's credit metrics to be solid for its
current rating, the metrics have weakened this year and Fitch
expects them to decline further in 2010 before strengthening again
in the 2011 timeframe.  NAV's latest 12-months debt-to-EBITDA
ratio was 2.4 times compared to 1.7x in fiscal 2008 (but still
much better than NAV's fiscal 2007, when leverage was 5.8x).  The
company's LTM EBITDA-to-interest coverage decreased to 6.4x versus
7.2x in fiscal 2008.  NAV's LTM EBITDA margins have contracted to
6.3% compared to 7.7% for fiscal 2008.  The company's LTM EBITDA
was $743 million compared to $1.1 billion in fiscal 2008.  NAV's
debt as of July 31, 2009 was $1.806 billion or about flat versus
fiscal 2008 when it was $1.834 billion.

The continued weak U.S. and Canadian medium- and heavy-truck
market has pressured NAV's manufacturing operations this year but
they remain profitable and continue to generate positive cash flow
in part due to NAV's ability to grow market share in each of its
major truck segments.  Fitch expects a modest rebound in industry
truck sales in 2010 but believes margins and positive free cash
flow will contract at NAV due to less U.S. military business, the
loss of most of its business with Ford, and increased competitive
pressures related to the emissions standard change.

NFC has shown improved profitability metrics, as the company
reported net income of $21.8 million for the nine months ended
July 31, 2009, versus a loss of $13.2 million for the comparable
period in 2008.  Improved profitability was driven by reduced
borrowing costs, as weighted average interest rates were 2.3% for
the nine months ended July 31, 2009, versus 4.8% in 2008.  Fitch
expects future earnings to be lower versus historical returns
because credit losses will remain relatively high due to the
economic environment.  Asset quality continues to show
deterioration in 2009 and delinquencies rose in conjunction with
the general weakness in the economy and reduced demand for trucks.
The increase in fuel prices, particularly diesel fuel, had a
significant adverse impact on the owner/operator segment of the
trucking industry.

Fitch sees increasing risk at NFC, mainly due to weak capital
levels, although leverage did show improvement to 9.63x at
July 31, 2009, from 13.48x at Oct. 31, 2008.  Given the large
retained interest of $220 million, or 70% of equity, and changed
market dynamics for such assets, NFC might need to write-down its
retained interest, placing further pressure on capital levels.
Due to weak levels of capital at NFC, Fitch views capital levels
in conjunction with NAV for the current rating.

Fitch expects NAV will be able to end the current fiscal year with
cash balances at least as high as at the end of fiscal 2008, and
the company should be able to generate positive free cash flow
even with the significant industry downturn and increases in
capital expenditures.  The $250 million to $350 million capital
expenditures NAV is forecasting is higher than NAV's last fiscal
year in part to prepare for the 2010 emission standards change.
Other uses of cash in NAV's current fiscal year include pension
contributions of $37 million, a value that will balloon in 2010,
and restructuring cash charges of at least $65 million related to
the closing of its Indianapolis plants.  Fitch believes
restructuring cash costs could increase depending on the outcome
of the Chatham, Ontario decision.

Fitch estimates cash interest expense will be approximately
$105 million this year.  NAV expects its professional fees to
decline to between $30 million and $40 million this year, a
significant improvement from 2008.  Fitch expects NAV's
investments in its Mahindra & Mahindra and CAT joint ventures this
year to be substantial as the company launches its first joint
products with Mahindra & Mahindra and possibly with CAT by year-
end.  NAV also acquired certain assets of Monaco Coach for
$47 million this year and could invest in a joint venture with
Modec Ltd by 2009 fiscal year end.

In the first nine months of NAV's fiscal year 2009, manufacturing
revenue has declined 23.8% and manufacturing segment profit margin
has contracted to 7.0% from 7.8% (before eliminations).  The
company expects sales for its entire fiscal year to decline 22%
and for its manufacturing segment profit to contract 20.7% (or 36%
if the $175 million positive impact from the Ford settlement is
eliminated).  Sales pressures in 2009 are driven by the depressed
North American truck industry, which is experiencing the lowest
industry volume in decades, a $1.2 billion/33% contraction in
military business this year, and engines sales that are expected
to be off 18%.  Supporting margins this year has been a shift of
high-margin Class 8 trucks that are built in Mexico versus Canada,
reduction of low-margin Ford engine business, still substantial
military business, expansion of NAV's high-margin parts business
and a 13% reduction in SG&A costs.  The end of 2009 could see a
positive improvement in industry sales related to pre-buying ahead
of the 2010 emissions standards change, but this will have little
impact on NAV's 2009 results.

Fitch calculates NAV's pension fund plan asset balance lost 36.6%
of its value in fiscal 2008, leading to year-end funded status of
74.8% ($763 million underfunded) compared with 94.8% in 2007.  NAV
contributed $108 million to its pension fund in 2008 and estimates
contributions in 2009 will be $37 million.  Based on current
forecasts NAV estimates that it may need to contribute
approximately $150 million in 2010 and approximately $300 million
per year in 2011 and 2012 to comply with existing U.S. pension
plan funding regulations.  At Oct. 31, 2008, equities accounted
for 74% of NAV's pension plan assets including 8% in the company's
own stock, exposing NAV to additional market and diversification
risk.


NCI BUILDING: Closes $250MM Equity Investment by CD&R Funds
-----------------------------------------------------------
NCI Building Systems, Inc., and Clayton, Dubilier & Rice, Inc. on
Tuesday completed the $250 million equity investment in the
Company by CD&R-managed funds.  The CD&R-managed funds acquired
newly issued preferred stock resulting in an ownership position in
the Company of roughly 68.5% on an as-converted basis.

Simultaneous with the closing of the CD&R investment, NCI:

     -- Completed its exchange offer to acquire its existing
        convertible notes in exchange for a combination of $500 in
        cash and 390 shares of NCI common stock for each $1,000 of
        convertible notes tendered and not withdrawn, with
        roughly 99.9% of the outstanding convertible notes
        tendered and not withdrawn as of the expiration of the
        offer and subsequently accepted by the Company;

     -- Refinanced its existing term loan by repaying
        roughly $143 million and modified the terms and
        maturity of the remaining $150 million of debt; and

     -- Entered into a $125 million asset-based revolving credit
        facility, which was undrawn at closing.

On October 16, 2009, NCI entered a fourth amendment to the
Investment Agreement, dated as of August 14, 2009, with Clayton,
Dubilier & Rice Fund VIII, L.P.  In the Investment Agreement, and
subject to the terms and conditions set forth therein, the Company
agreed to issue and sell to the CD&R Fund, and the CD&R Fund
agreed to purchase from the Company, for an aggregate purchase
price of $250 million, 250,000 shares of a newly created class of
preferred stock, par value $1.00 per share, of the Company to be
designated the Series B Cumulative Convertible Participating
Preferred Stock.  The closing of the Equity Investment was subject
to the satisfaction or waiver of a number of closing conditions
set forth in the Investment Agreement, including, among others:

    * the consummation of an exchange offer by the Company to
      acquire all of the Company's existing 2.125% convertible
      notes due 2024 in exchange for a combination of cash and
      shares of common stock, par value $0.01 per share, of the
      Company, which exchange offer was subject to a number of
      conditions, including the tender of at least 95% of the
      aggregate principal amount of such convertible notes;

    * the refinancing of the Company's existing credit agreement,
      including the partial prepayment of roughly $143 million in
      principal amount of the existing $293 million in principal
      amount of outstanding term loans thereunder and a
      modification of the terms and an amendment and extension of
      the maturity of the remaining $150 million outstanding
      balance of the term loans; and

    * entry into a new $125 million asset-based revolving credit
      facility.

Amendment No. 4 amended the form of the credit agreement that
would be executed in connection with the refinancing of the
Company's existing credit agreement such that the maturity date of
the term loans under the new credit agreement, which previously
was the fifth anniversary of the closing of the Equity Investment,
would be four years and six months from the closing date.

On October 16, NCI announced that the major milestones for the
completion of its investment agreement with CD&R have been
achieved.  NCI reported that as of 5:00 p.m. on October 16, 2009:

     -- Holders of more than 99% of the aggregate principal amount
        of its outstanding 2.125% Convertible Senior Subordinated
        Notes due 2024 have delivered valid tenders, which exceeds
        the threshold of 95% minimum condition to the offer; and

     -- The Company has obtained or expects shortly to obtain the
        consent of lenders representing 100% of the Company's
        secured debt for the refinancing of its existing credit
        facility.  100% consent is a requirement of the CD&R
        investment.  In connection with obtaining this support,
        the maturity on the refinanced credit facility is to be
        modified to 4-1/2 years from 5 years.

"We have gained the resources to ride out the economic downturn
and re-start our growth strategy," said Norman C. Chambers,
Chairman, President and Chief Executive Officer.  "NCI now has a
stronger balance sheet, which will provide us with significant
resources to deal with challenging business conditions, and the
financial flexibility to respond to and support market-driven
growth initiatives.  Additionally, cost reduction programs
implemented over the past 12 months have better aligned our
manufacturing infrastructure with anticipated demand."

With the refinancing complete, NCI plans to move ahead with its
strategic plan, which includes building market share through:

     -- Greater investments in technology and systems to support
        its builder network, while reducing costs and delivery
        times;

     -- Continued emphasis on developing new products and
        expanding end markets; and

     -- Selective acquisitions.

"CD&R is widely respected as a long-term investor and business
builder and brings both financial and operating resources to NCI,"
Mr. Chambers said. "This significant investment is a strong
endorsement of our business, growth strategy and our future
prospects."

Nathan K. Sleeper, the CD&R partner who led the transaction for
the CD&R Fund, stated, "NCI has a very attractive business model
and is one with which our firm has a great deal of prior
experience.  The Company is a clear market leader serving a broad
customer base within the nonresidential construction market.
NCI's leading brand position among builders, combined with its
unique manufacturing and distribution system, gives the Company a
very strong competitive position.  We look forward to working
closely with the NCI management team to build long-term value for
the Company's customers, employees and shareholders."

In connection with the completion of the transaction, NCI's Board
of Directors will be reconfigured.  Among other changes, Mr.
Sleeper will join the Board and James G. Berges, a CD&R Operating
Partner, will be designated Chairman of the Executive Committee.
Other directors are expected to be added in the near future.  In
addition, the Board will have at least two independent directors
not appointed by or affiliated with the CD&R Fund.  Mr. Chambers
will remain Chairman, President and CEO.

Greenhill & Co acted as financial advisor and Wachtell, Lipton,
Rosen & Katz acted as legal advisor to NCI Building Systems.
Sagent Advisors Inc. acted as financial advisor and Debevoise &
Plimpton LLP acted as legal advisor to the CD&R Fund.

A full-text copy of NCI Building's PROSPECTUS/DISCLOSURE
STATEMENT dated October 19, 2009, is available at no charge at:

               http://ResearchArchives.com/t/s?4730

Clayton, Dubilier & Rice, Inc. -- http://www.cdr-inc.com/-- is a
private equity firm with an investment strategy predicated on
producing superior financial returns through building stronger,
more profitable businesses.  The Firm's professionals include a
combination of financial and operating executives.  Since
inception, CD&R has managed the investment of more than
$12 billion in 43 U.S. and European businesses representing a
broad range of industries with an aggregate transaction value of
roughly $70 billion and revenues of nearly $100 billion.  The Firm
based in New York and London, recently announced an agreement to
acquire a 46% equity interest in JohnsonDiversey, Inc. as part of
a broader recapitalization transaction valued at $2.6 billion.

                        About NCI Building

NCI Building Systems, Inc. (NYSE: NCS) is one of North America's
largest integrated manufacturers of metal products for the
nonresidential building industry.  NCI is comprised of a family of
companies operating manufacturing facilities across the United
States and Mexico, with additional sales and distribution offices
throughout the United States and Canada.

NCI is proposing a financial restructuring to address an
immediate need for liquidity in light of a potentially imminent
default under, and acceleration of, its existing credit facility,
which may occur as early as November 6, 2009 (which may, in turn,
also lead to a default under, and acceleration of, its other
indebtedness, including the $180.0 million in principal amount of
2.125% Convertible Senior Subordinated Notes due 2024, and the
high likelihood that it will be required to repurchase the
convertible notes on November 15, 2009, the first scheduled
mandatory repurchase date under the convertible notes indenture

A copy of NCI's  Preliminary Prospectus/Disclosure Statement is
available at no charge at http://ResearchArchives.com/t/s?4626

As of August 2, 2009, the Company had $627.63 million in total
assets; and $624.23 million in total current liabilities and
$21.62 million in total long-term liabilities.


NCI BUILDING: S&P Downgrades Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based NCI Building Systems to 'SD' (selective
default) from 'CC'.  At the same time, S&P withdrew the 'B-'
issue-level rating on the company's $400 million term loan B due
2010 and the '2' recovery rating on this debt.  S&P removed the
issue-level rating from CreditWatch, where it was placed with
developing implications on July 16, 2009.

"The rating actions follow the completion of NCI's exchange offer
for its $180 million 2.125% senior subordinated convertible notes
for a combination of cash and equity," said Standard & Poor's
credit analyst Thomas Nadramia.  The 'SD' rating reflects S&P's
view that the exchange of the 2015 convertible notes transaction
was a distressed offer that was tantamount to default, as failure
to receive consents from less than 100% of lenders and 95% of
noteholders, respectively, would have effected this plan on the
same terms via a prepackaged Chapter 11 bankruptcy.

The exchange is part of a larger recapitalization plan in which a
fund managed by Clayton, Dublier & Rice invested $250 million in
the company in the form of preferred equity to reduce absolute
debt levels.  In addition, NCI entered into a new $150 million
five-year term loan.  Finally, the company also entered into a
$125 million five-year asset-based revolving credit agreement,
which S&P expects to be unfunded.

Based on the outcome of the offer and broader recapitalization,
whereby the company reduced approximately $320 million of debt,
S&P expects to raise its corporate credit rating on NCI to 'B+',
with a stable outlook within the next several days.  This takes
into account the company's significantly reduced debt to EBITDA
leverage, sufficient coverage of interest charges as measured by
EBITDA to interest expense, and adequate liquidity in the form of
cash balances and availability under the new asset-based lending
(ABL) facility.  In addition, S&P expects to affirm its 'B+'
issue-level (the same as the expected corporate credit rating)
rating on the new $150 million term loan.  S&P expects to keep the
recovery rating at '3', indicating its expectation for meaningful
(50%-70%) recovery for lenders in the event of a payment default.


NELSON ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Nelson Engineering, Inc.
        11600 Monarch Street
        Garden Grove, CA 92841

Bankruptcy Case No.: 09-21340

Chapter 11 Petition Date: October 19, 2009

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

Judge: Erithe A. Smith

Debtor's Counsel: Robert E. Opera, Esq.
                  660 Newport Center Dr., Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Email: pj@winthropcouchot.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/cacb09-21340.pdf

The petition was signed by Adam P. Nelson, chief executive officer
of the Company.


NEXMED INC: Nasdaq to Hear Delisting Request on November 12
-----------------------------------------------------------
NexMed, Inc., on October 20 said that it has heard back from the
Nasdaq Listing Qualifications Department regarding its request for
a hearing concerning its possible delisting from the Nasdaq
Capital Market, and that a hearing has been scheduled for
Thursday, November 12, 2009.  NexMed's stock will continue to
trade on the Nasdaq Capital Market pending a final decision by
Nasdaq, which typically occurs within four to five weeks after the
completion of the formal hearing.

As announced on October 14, 2009, NexMed received a notice from
Nasdaq indicating that it did not comply with the minimum
$2.5 million stockholders' equity requirement for continued
listing set forth in Marketplace Rule 5550(b).  In the event that
NexMed is unable to successfully appeal the delisting from Nasdaq
Capital Market, NexMed's stock will be traded on the OTC Bulletin
Board.

As of June 30, 2009, the date of the most recently filed financial
statements, the Company's total stockholders' equity was
$1,700,553.  In order to comply with the $2.5 million
stockholders' equity criteria, the Company would need to increase
its stockholders' equity through an equity financing and/or
increased net income.  The Company also remains on notice for
maintaining the minimum $1 bid requirement as set forth in
Marketplace Rule 5550(a)(2).  However, because Nasdaq has
temporarily suspended enforcement of this requirement, the Company
now has until January 25, 2010 to meet that requirement.

                           About NexMed

NexMed Inc.'s pipeline includes a late stage terbinafine treatment
for onychomycosis, a late stage alprostadil treatment for erectile
dysfunction, a Phase 2 alprostadil treatment for female sexual
arousal disorder, and an early stage treatment for psoriasis.  On
the Net: http://www.nexmed.com/


NEXSTAR FINANCE: Moody's Upgrades Speculative Liquidity Rating
--------------------------------------------------------------
Moody's Investors Service upgraded Nexstar Finance Holdings,
Inc.'s speculative-grade liquidity rating to SGL-3 from SGL-4
following the company's disclosure that it completed an amendment
to its senior secured credit facility to provide additional
covenant headroom through March 2011.  Nexstar's Caa1 Corporate
Family Rating, Caa2 Probability of Default Rating, debt instrument
ratings and negative rating outlook are not affected.

Details of the rating action are:

Upgrades:

Issuer: Nexstar Finance Holdings, Inc.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

Nexstar recently announced that it had completed an amendment
dated October 8, 2009 to its senior secured credit facilities
(including the Mission Broadcasting, Inc. facility) that most
notably loosened the total leverage and senior leverage financial
ratio maintenance tests through March 2011.  The amendment also
provided a limited one-time waiver of any covenant breach for the
period from July 1, 2009 through the amendment effective date and
permits the incurrence of new first lien and second lien secured
notes as long as proceeds are used to repay the current term loan
and revolver.

Nexstar's total leverage and senior leverage covenants will loosen
progressively to 10.25x and 7.5x in June 2010, respectively,
before tightening thereafter and returning to pre-amendment levels
in April 2011.  The amendment has allayed Moody's concerns that
the company would otherwise violate its covenants in 2009.
Nonetheless, Moody's still considers covenant default risk will
become elevated once covenant levels begin to tighten and return
to pre-amendment levels.  The liquidity rating would likely be
lowered to SGL-4 again if the prospect of a covenant breach within
the roughly 12-month liquidity window were to increase.

Nexstar's Caa1 CFR continues to reflect Nexstar's high debt-to-
EBITDA leverage (approximately 8.4x LTM June 2009 incorporating
Moody's standard adjustments) and modest liquidity profile, and
Moody's view that Nexstar is dependent upon a rebound in the
economy to avoid a restructuring over the next two years.

The last rating action for Nexstar was on April 2, 2009, when
Moody's affirmed its Caa1 CFR and changed its PDR to Caa2/LD from
Ca.

Nexstar, based in Irving, Texas, owns, operates, programs or
provides sales and other services to 63 television stations in 34
markets, including 16 stations through a local marketing agreement
with Mission Broadcasting, Inc.  The company generated revenues of
approximately $268 million for the twelve months ended June 30,
2009.


NORTEL NETWORKS: ASM Capital Buys $5.1-Mil. in Claims
-----------------------------------------------------
The Office of the Clerk of the Bankruptcy Court received six
notices of transfer of claims in the Debtors' Chapter 11 cases
for the period from October 6 to 9, 2009.  They are:

                                               Claim     Claim
Transferee          Transferor                Number    Amount
----------          ----------                ------  ----------
ASM Capital LP      Academic Benchmarks Inc.    1992      $8,000
                   Primo Microphones Inc.      2079      $6,274
                   Government Tech. Executive    --      $4,000
                   Translations.com              --     $80,274

ASM Capital III LP  Seal Consulting Inc.         744  $5,053,631

Corre Opportunities Globalware Solutions          --      $2,250
Fund L.P.                                         --     $32,251
                                                 --     $40,163

                      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: Former CEO Zafirovski Seeks $12 Mil. in Payouts
----------------------------------------------------------------
Former Nortel Chief Executive Mike Zafirovski has sought from
Nortel more than $12 million in pay and benefits, according to an
October 9 report by Triangle Business Journal.  Mr. Zafirovski
has vacated his post in Nortel in August 2009.

Mr. Zafirovski's claim consists of $2.4 million, which is
equivalent to 24 months' base pay; $3.8 million in bonuses under
the company's SUCCESS Incentive Award Plan; $50,000 in insurance
benefits; and $6 million in pension benefits, the report said.
The Zafirovski Claim will be considered along with those filed by
other former employees and pensioners, suppliers and other
creditors.

Mr. Zafirovski's move came as a shock to Nortel pensioners and
former employees, the Canadian Press noted in a separate report.

"I was amazed and I'm frankly staggered by his effrontery,"
Canadian Press quoted Tony Marsh as saying.  "It's just an
extraordinary thing to do."  Mr. Marsh is the spokesman for a
group called Nortel Retirees and former employees Protection
Canada (NRPC).

Mr. Marsh said he believes Mr. Zafirovski and his fellow
executives did "enormous damage" to Nortel, who are attempting
"to claim something from the carcass of the company that they
destroyed."

                      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: Teamsters Backs Retiree Plea for Pension Plans
---------------------------------------------------------------
The Teamsters Union is going to help the Nortel Retirees'
Protection Committee (NRPC) so that its views are heard at a
demonstration on October 21 on Parliament Hill, in Ottawa.  The
NRPC's fight is aimed mainly at ensuring the sustainability of
defined benefit pension plans of companies in bankruptcy like
Nortel.

"Other bankrupt Canadian companies are anxiously waiting to see
what the courts will decide before determining if they, in turn,
will abandon their responsibilities to their retirees," explained
Robert Bouvier, President of Teamsters Canada.  "Nortel's case is
vital to the rights of Canadian retirees."

The sustainability of defined benefit pension plans is ensured in
the United States through the Pension Benefit Guarantee
Corporation and in Britain through the Pension Protection Fund.
Both guarantee pension payments to a maximum of $5,000 a month.
In Canada, Ontario is the only jurisdiction that provides such a
guarantee, although it is limited to $1000 a month.

Workers from Flextronics, a Montreal plant that used to be part of
Nortel, are going to come and support their fellow workers from
Nortel.  Flextronics workers have been fighting as well in order
to make their former employer fulfill its obligations under the
Retiring Allowance Plan.

"We feel that the two battles are similar because the workers once
again are the ones suffering the consequences of the mess Nortel
has caused," added Robert Bouvier.  The elected officials must
take note and act to protect the interests of Canadian workers."

The Teamsters Union will intensify its efforts to make the federal
and provincial elected representatives aware of the situation
faced by Nortel retirees and pre-retirement pensioners from
Flextronics.

The Teamsters Union represents 125,000 members in Canada in all
trades.  The International Brotherhood of Teamsters, with which
Teamsters Canada is affiliated, has 1.4 million members in North
America.

                      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)


NOWAUTO GROUP: Posts $2.2 Million Net Loss for Fiscal 2009
----------------------------------------------------------
NowAuto Group, Inc., reported revenue of $5.4 million and a net
loss of $0.24 per diluted share for its fiscal year ended June 30,
2009, versus revenue of approximately $4.5 million and a net loss
of $0.21 per diluted share in the prior fiscal year.  The increase
in revenue in fiscal 2009 was due to improved sales.  Gross margin
increased during fiscal 2008 to 45% up from 42% (restated) in the
prior year as a result of the new enterprise system that is more
efficient at capturing cost and incorporating them in the sales
price.

The Company posted a net loss of $2,231,531 for fiscal 2009
compared to a net loss of $2,102,634 for fiscal 2008.

Contract receivables, including deferred revenue from lease
contracts, increased 27% from the prior year.

The Company's liabilities exceeded its assets by $6,518,584 at
June 30, 2009.  At June 30, 2008, the Company's assets exceeded
liabilities by $4,272,054.

At June 30, 2009, the Company had $3,857,876 in total assets
against $10,376,460 in total liabilities.  Cash and cash
equivalents at June 30, 2009, was roughly $41,000 versus cash of
$33,000 at June 30, 2008.

The deterioration in the Company's financial condition at June 30,
2009 versus June 30, 2008 resulted primarily from the Company's
Net Loss during the 12-month period.

At June 30, 2009, the Company had a $9,996,319 line of credit
balance under a $10.5 million line of credit agreement with a
privately held, independent finance company.  Interest rate on the
line of credit agreement is at prime plus 6% (9.25% at June 30,
2009).  The line of credit agreement has two covenants, neither of
which the Company is in compliance with as of June 30, 2009.  The
Company must maintain a tangible net worth of at least $2,000,000
and a leverage ratio that total liabilities cannot exceed four
times the tangible net worth.

Management believes they have a positive relationship with the
independent finance company and does not expect any collection
activity as a result of the defaults.  The original line of credit
with the lender at its inception in 2006 was $3,000,000 and the
lender has periodically and consistently increased the limit as
the need arose.

In its audit report dated October 16, 2009, Semple, Marchal &
Cooper, LLP, noted the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.

Construction is the largest industry in the Phoenix area.  The
crisis in the financial and mortgage industries has hit
construction especially hard.  As a result, the Company's Bad Debt
expense increased 36% from fiscal 2008.  Administrative costs
increased because of increase in staff, additional costs due to
the new system, and an increase in health care benefits.

"The present condition of the sub-prime and below sub-prime market
has continued to impact our industry and our company" said CEO
Scott Miller.  "While our emphasis is always on collections, our
challenge in the current environment is to maximize sales while
aggressively work with our customer to maintain active contracts.
New finance programs and changes in marketing and advertising
yielded positive sales results this fiscal year.  Nevertheless, we
expect a difficult environment for the foreseeable future. Our
commitment to customers and shareholders alike remains; NowAuto
will do whatever it can to maintain productive contracts without
placing imprudent demands on our customers," Mr. Miller said.

"[T]here have been unexpected changes in auditor.  This has posed
some significant challenges for us", said Faith Forbis, CFO.
"However, the filing of this report marks the successful end of
the audit.  We look forward to working with the new audit firm of
Semple, Marchal, and Cooper."

NowAuto Group has been forced to change auditors twice in the past
60 days and then required to re-audited the year ending June 30,
2008.

"At the end of September, the Corporate office and Service
Department relocated to the same facility. This new location
significantly expands the Service Department, makes it more
efficient, and gives Officers better oversight of operations" said
Chief Operating Officer Tino Valenzuela.

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?4733

                        About NowAuto Group

Based in Tempe, Arizona, NowAuto Group, Inc. (NAUG:BB and NWAU.PK)
operates three buy-here-pay-here used vehicle dealerships in
Arizona.  The Company manages all of its installment finance
contracts and purchases installment finance contracts from a
select number of other independent used vehicle dealerships.
Through its subsidiary, NavicomGPS, Inc. the company markets GPS
tracking devices, primarily to independent used vehicle
dealerships.


NTK HOLDINGS: Files Chapter 11 with Prepackaged Plan
----------------------------------------------------
NTK Holdings Inc. and 36 affiliates have filed for Chapter 11 with
a plan fully supported by creditors (Bankr. D. Del. Case No. 09-
13611).

The Plan aims to eliminate about $1.3 billion in debt.  According
to the disclosure statement, the Plan provides for these projected
recoveries:

     -- holders of NTK 10-3/4% Notes Claims and NTK Holdings
        Senior Unsecured Loan Claims may receive 0.5% to 1.9%
        recovery;

     -- holders of Nortek 8-1/2% Notes Claims and Nortek 9-7/8%
        Notes Claims may receive 24% to 66% or 25% to 69%
        recovery;

     -- holders of general unsecured claims in the Debtors will
        receive 100% of their claims; and

     -- holders of equity interests are out of the money.

Impaired classes were entitled to vote on the Plan.

NTK Holdings, Inc. and Nortek, Inc. disclosed that they have
received votes accepting their prepackaged plans of reorganization
from all voting classes of Nortek creditors and one voting class
of NTK creditors.

A full-text copy of the Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?4526

The Company had funded debt at July 4, 2009 of $2.27 billion,
consisting of:

                                                (in millions)
                                                -------------
    NTK Holdings' 10 3/4% Senior Discount Notes
    due 2014, net of unamortized discount of
    approximately $6.9 million                      $396.1

    NTK Holdings' senior unsecured loan facility
    due 2014, including approximately
    $69.9 million of debt accretion related to
    the PIK option                                   271.7

    Nortek's 10% Senior Secured Notes due 2013,
    net of unamortized discount of $6.5 million      743.5

    Nortek's 8 1/2% Senior Subordinated Notes
    due 2014                                         625.0

    Nortek's ABL Facility                            165.0

    Nortek's long-term notes, mortgage notes
    and other indebtedness                            36.9

    Nortek's short-term bank obligations              18.4

    Nortek's 9 7/8% Senior Subordinated Notes
    due 2011, including unamortized premium           10.0
                                                 ---------
         Consolidated debt at July 4, 2009        $2,266.6

According to the Disclosure Statement, the Company is being
advised by:

     WEIL, GOTSHAL & MANGES LLP
     Attorneys for Debtors
     767 Fifth Avenue
     New York, New York 10153
     Telephone:  (212) 310-8000

     -- and --

     RICHARDS, LAYTON & FINGER, P.A.
     Attorneys for Debtors
     One Rodney Square
     P.O. Box 551
     Wilmington, Delaware 19899
     Telephone:  (302) 651-7700

An Ad Hoc Committee of Nortek noteholders is being represented by
Andrew N. Rosenberg, Esq., and Brian N. Hermann, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP; and William Derrough,
Esq., and Adam Keil, Esq., at Moelis & Company.

                     About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products.  NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.  The Company will file its bankruptcy
petition, together with a pre-packaged Chapter 11 plan following
the conclusion of the solicitation period.  The Company has tapped
Blackstone Group and Weil, Gotshal & Manges to aid in its
restructuring effort.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.


NTK HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: NTK Holdings Inc.
        50 Kennedy Plaza
        Providence, RI 02903

Bankruptcy Case No.: 09-13611

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Magenta Research Ltd.                              09-13612
Broan-NuTone Storage Solutions LP                  09-13613
Pacific Zephyr Range Hood, Inc.                    09-13614
NORDYNE International, Inc.                        09-13615
Panamax Inc.                                       09-13616
Zephyr Corporation                                 09-13617
Lite Touch, Inc.                                   09-13618
Gefen, Inc.                                        09-13619
Secure Wireless, Inc.                              09-13620
Broan-Nu Tone LLC                                  09-13621
Operator Specialty Company, Inc.                   09-13622
Omnimount Systems, Inc.                            09-13623
CES International Ltd.                             09-13624
Linear LLC                                         09-13625
SpeakerCraft, Inc.                                 09-13626
Governair Corporation                              09-13627
Nortek International, Inc.                         09-13628
NuTone LLC                                         09-13629
Nordyne Inc.                                       09-13630
GTO, Inc.                                          09-13631
Nortek Holdings, Inc.                              09-13632
Linear H.K. LLC                                    09-13633
Xantech Corporation                                09-13634
Niles Audio Corporation                            09-13635
Mammoth-Webco, Inc.                                09-13636
Huntair, Inc.                                      09-13637
CES Group, Inc.                                    09-13638
HC Installations, Inc.                             09-13639
Rangaire LP, Inc.                                  09-13640
Cleanpak International, Inc.                       09-13641
Elan Home Systems, L.L.C.                          09-13642
Temtrol, Inc.                                      09-13643
Broan-Mexico Holdings, Inc.                        09-13644
International Electronics, LLC                     09-13645
Rangaire GP, Inc.                                  09-13646
Nortek, Inc.                                       09-13647
Aigis Mechtronics, Inc.                            09-13648

Type of Business: The Debtors make and distribute building
                  products for residential, light commercial, and
                  commercial application.

                  See http://nortek-inc.com/

Chapter 11 Petition Date: October 21, 2009

Court: District of Delaware (Delaware)

Debtors' Counsel: Weil, Gotshal & Manges LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310 8000
                  Fax: (212) 310 8007
                  http://www.weil.com/

Local Counsel:    Mark D. Collins, Esq.
                  Richards Layton & Finger P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: collins@RLF.com

Financial
Advisor:          Blackstone Advisory Services LP
                  The Blackstone Group
                  Tel: (212) 583 5000
                  Fax: (212) 583 5712
                  http://ir.blackstone.com/

The Debtors' financial condition as of July 4, 2009:

Total Assets: $1,652,300,000

Total Debts: $2,778,100,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
U.S. Bank                      8.5% Notes        $650,972,222
SDS 12-2302 P.O. Box 86
Minneapolis, MN 55486-2302
Attn: Vemice Ziga
Tel: (617) 603-6613

Cindy Woodward
Tel: (651) 495-3907
Fax: (651) 495-8100
cindy.woodward@usbankcom

U.S. Bank                      10.75% Notes      $406,610,215
SDS 12-2302 P.O. Box 86
Minneapolis, MN 55486-2302
Attn: Vemice Ziga
Tel: (617) 603-6613

Cindy Woodward
Tel: (651) 495-3907
Fax: (651) 495-8100
cindy.woodward@usbankcom

Goldman Sachs Credit           NTK Holdings      $281,418,674
Partners L.P.                  Unsecured Loan
30 Hudson Street, 36th Floor
Jersey City, NJ 07302
Attn: Andrew Caditz
Fax No.: (212) 357-4597
         (212) 428-1243

U.S. Bank                      9.875% Notes      $10,159,075
SDS 12-2302 P.O. Box 86
Minneapolis, MN 55486-2302
Attn: Vemice Ziga
Tel: (617) 603-6613

Cindy Woodward
Tel: (651) 495-3907
Fax: (651) 495-8100
cindy.woodward@usbankcom

Emerson Climate                Trade             $6,064,105
Technologies
Box 70156
525 West Monroe 7th Floor Mail
Chicago, 1L60661
Attn: Ronald Niekamp
Tel: (937) 498-3093
Fax: (937) 913-5328

Linear Manufacturing  Ltd.     Trade             $3,637,925
Hk 904, 19/F Honour Industrial
Centre
6 Sun Yip Street
Hong Kong
judyk@linear.com.hk
852-255-71133
Fax No.: 852-289-78584

Mcttuhe Sdn.                   Trade             $3,390,728
Bhd. Company
P.O. Box 7286
40710 Shah Alam
Selangor Darul Ehsan Malaysia
Attn: Francisco Esquivel
Tel: (201) 905-3331
Fax: (011) 603-5191-5405

Broad-Ocean Motor Co.          Trade             $3,386,085
#3 Industry Area Shalang Town
West District Zhongshan City
Guangdong Province China 52841
Attn: Sunny Ouyang
Tel: 0760-88555361
Fax: 86-760-88559031

Pacesetter Steel               Trade             $3,064,737
Serv
P.O. Box 100007
Kennesaw, GA 30156
Attn: Jessiea Clare
Tel: (770) 919-8000
Fax: (770) 420-0962

China Fob:                     Trade             $2,699,394
Sunrise Thailand
Sfc Fasteners (Thailand) Co.
Ltd.
6/l94 Crinakarin Road,
Co Bangmuang, Maung
Samutprakan
10270 Thailand
Attn: Shim Chia
Tel: 86-512-55138170
Fax: 86-512-55129161

CPR: CD Great                   Trade            $2,112,492
5f1., No.7, Alley 16, Lane 235
Bao- Chiao Road
Hsin-Tien City, Taipei Hsien,
Taiwan 231
Attn: Vicky Wen
Tel: 886-2-2917-2225
Fax: 886-2-2917-0741

A OSmith-China                  Trade            $1,695,698
531 N.Fourth Street
P.O. Box 74440
Tipp City, Ohio 45371
Attn: Chester Loughman
Tel: (937) 667-2431 X2583
Fax: (937) 669-4921

Danfoss/Sanhua                  Trade            $1,535,251
#60 21st Street
Hangzhou Economic Development
Area
Zhejiang 310018
Attn: Hongyong Li
Fax: (931) 276-2353

Regal Beloit                    Trade            $1,468,542
Eleelrie Motors
BIN #88159
Milwaukee, WI 53288
Attn: Karla Lokker
Tel: (715) 675-8210
Fax: (715) 675-8057

Galanz (Zhongsha) Electrical    Trade            $1,354,618
Appliances Ltd.
Attn: Lincoln Lin
# 3 Xingpu Rd East, Huangsu
Tel: 86-760-2330-6983
Fax: 0086-760-2330-6330

Elytone Electronic Co., Ltd.    Product          $1,013,980
Ofe 9, Lane 210
Wen Chang St Manufacturer
Taipei l Oo-Taiwan, R.O.C.
Republic Of China
TWN
Attn: AMBER KAO
Tel: 011-886-2267-12071
Fax: 011-886-2267-23775

China Fob: Fnchia               Trade            $981,899

Rexam Sussex                    Trade            $952,136

Salem Capital                   Note payable     $942,488

Fast Technologies Inc           Product          $913,067

Leyant                          Trade            $858,636

UT Electronic Controls          Trade            $770,038

Cerro Flow Products Inc.        Trade            $767,786

Audio Components Int'l          Product          $720,912

Hk Sun Technique Co. Ltd.       Trade            $634,262

Oam Partners LLC                Trade            $630,593

Smart Tech & Suites Investment  Trade            $586,398
Ltd.

Marubeni America Corp.          Trade            $565,873

Cato Industrial Co. Ltd.        Trade            $539,929

Silora Television &             Trade            $535,078
Electronics

The petition was signed by Richard L. Bready, president and chief
executive officer.


OPUS WEST: Court OKs Lakepointe Lien Claim Procedures
-----------------------------------------------------
Bankruptcy Judge Harlin D. Hale has approved the Opus West
Debtors' procedures for resolving for the resolution of
mechanic's, materialmen's, and supplier liens with regard to the
121 Lakepointe Crossing I and II real estate development project.

The 121 Lakepointe Project consists of 1,254,248 sq. ft. of
space, contained in three industrial buildings, located on more
than 60 acres of land in Lewisville, Texas.  To finance the
acquisition, construction and operation of the 121 Lakepointe
Project, one of the Opus West Debtors, as borrower, entered into
a loan agreement with Guaranty Bank.  As of the Petition Date,
the total debt outstanding on the loans was approximately
$18,922,173.  The Guaranty Bank Loans were secured by various
collateral, including certain deeds of trust and assignments of
leases and rents.

The 121 Lakepointe Project was among the Opus West Debtors'
assets that the Court authorized to be sold.  The Debtors note
that they received several qualified bids with respect to the 121
Lakepointe Project and an auction was held August 27, 2009.  PCCP
LLC submitted the highest and best offer and was ultimately
selected as the winning bidder.

The sale of the 121 Lakepointe Project to PCCP for $29 million
was approved by the Court at an August 31, 2009 hearing, and was
closed on September 2, 2009.  PCCP purchased the 121 Lakepointe
Project, free and clear of all liens and claims, including
mechanic lien claims.

During the construction and development of the 121 Lakepointe
Project, the Debtors relied on a number of third-party
contractors, subcontractors and suppliers who have or may be able
to assert liens against the 121 Lakepointe Project to secure
payment for certain prepetition goods and services provided to
the Debtors, Clifton R. Jessup, Jr., Esq., at Greenberg Traurig
LLP, in Dallas, Texas, tells the Court.

Although a more thorough analysis is being conducted, a
preliminary investigation by the Debtors and the Official
Committee of Unsecured Creditors has indicated that there is
approximately $10 million in potential Mechanic's and
Materialmen's Lien Claims against the 121 Lakepointe Project, Mr.
Jessup says.

Mr. Jessup contends that establishing uniform procedures for the
resolution of M&M Lien Claims will protect the rights of parties
asserting M&M Liens, facilitate an orderly resolution of the M&M
Lien Claims, and ensure that the funds available to satisfy the
amounts owed will be distributed in an equitable fashion.  He
adds that a significant financial and administrative burden will
be lessened by allowing the Debtors to address and resolve the
M&M Lien Claims as efficiently and economically as possible.

To help ensure the prompt resolution of lien disputes and
satisfaction of all valid M&M Lien Claims, the Debtors propose
that these M&M Lien Procedures be implemented:

  (a) Any M&M Claimant who believes it has a valid M&M Lien
      Claim against the 121 Lakepointe Project may send to
      the Committee counsel a written demand (i) stating the
      amount of its asserted claim(s), (ii) describing, with
      particularity, the reason the M&M Claimant believes it
      has a valid M&M Lien Claim against the 121 Lakepointe
      Project, and (iii) attaching these documentation:

         (i) Proof that an affidavit was filed pursuant to
             Section 53.052 of the Texas Property Code;
        (ii) A copy of the filed affidavit;
       (iii) A copy of any notice of the filed affidavit;
        (iv) A copy of any notice of unpaid balance; and
         (v) A copy of any notice of retainage agreement; and
        (vi) A copy of any notice for specially fabricated items
             to demonstrate that a valid M&M Lien Claim existed
             as of the closing date.

  (b) Any Demand must be mailed to counsel for the Committee,
      Gardere Wynne Sewell LLP, Attn: Deirdre B. Ruckman, 1601
      Elm Street, Suite 3000, Dallas, Texas, 75201 so that it
      is received no later than 5:00 p.m. on October 26, 2009.

  (c) The Debtors must respond to each Demand within 15 business
      days after receipt.  If the Debtors dispute the validity
      or extent of a M&M Lien Claim asserted in a Demand, the
      parties will negotiate in good faith to resolve the
      dispute.

  (d) If the dispute is not resolved within 30 business days
      after receipt of the Demand seeking a determination from
      the Court as to the validity and extent of the underlying
      M&M Lien; provided, however, that if the Debtors determine
      during the Resolution Period that the Demand is not likely
      to be resolved, the Debtors may file a Demand Resolution
      Motion at any time before the expiration of the Resolution
      Period and may seek an expedited hearing.

  (e) Each M&M Lien Claimant will bear the burden of proof with
      respect to proving the extent, validity, perfection,
      priority and amount of its M&M Lien Claim.

  (f) After receipt of the timely filed M&M Lien Claim by a M&M
      Lien Claimant and no later than November 30, 2009, the
      Debtors will jointly file with the Court a notice (i)
      listing all the timely filed and perfected M&M Lien
      Claims, (ii) the amount, if any, that the Debtors have
      determined to be valid for each M&M Lien Claim, (iii) the
      proposed distribution to be made to the Valid M&M Lien
      Claims from the Lakepointe Sale Proceeds, and (iv) a
      deadline by which a notice of objection must be filed.

      To determine if an M&M Lien Claim is valid, the Debtors,
      will among other things, analyze whether the M&M Lien
      Claim was properly filed in accordance with state law and
      compare their records with the records provided by each
      M&M Lien Claimant.  The Debtors will serve the Notice on
      (i) all M&M Lien Claimants claiming a lien on the 121
      Lakepointe Project, (ii) the U.S. Trustee for the Northern
      District of Texas, and (iii) members of the Creditors
      Committee.

      No distributions to Valid M&M Lien Claimants will be made
      until the validity of all M&M Lien Claims on the 121
      Lakepointe Project are determined.  Any M&M Lien Claimant
      included in the Notice as a holder of a Valid M&M Lien
      Claim will be deemed an Allowed M&M Lien Claim and
      resolved in the manner provided in the Notice.

      M&M Lien Claimants will have the right and opportunity to
      object to the proposed resolution or priority of any Valid
      M&M Lien Claim listed in the Notice.  All Notice
      Objections must be timely filed with the Court and served
      on these persons:

           Clifton R. Jessup, Jr.
           Greenberg Traurig LLP
           2200 Ross Avenue, Suite 5200
           Dallas, Texas 75201

           Peter Franklin
           Franklin Skierski Lovall Hayward LLP
           10501 N. Central Expressway, Suite 106
           Dallas, Texas 75231

           Deirdre B. Ruckman
           Gardere Wynne Sewell LLP
           3000 Thanksgiving Tower
           1601 Elm Street
           Dallas, Texas 75201-4761

  (g) If no Notice Objections are timely filed, the Debtors will
      be authorized to make the distributions set forth in the
      Notice.  If a Notice Objection is timely filed, it will be
      addressed in accordance with further orders of the Court.

  (h) The Court may enter additional orders from time to time as
      may be required to implement these M&M Lien Procedures.

Before the Court entered its ruling, Jarmon Services, Inc. d/b/a
GFS, sought clarification that the Procedures allow for lien
claims asserted pursuant to Article XVI, Section 37 of the Texas
Constitution, in addition to statutory liens.

The Court's ruling did not indicate whether GFS' request was
overruled or not.

                     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 to Release $54MM Lakepointe Prop. Lien
----------------------------------------------------------
Before the Petition Date the Opus West Corp. and its units entered
into a Deed of Trust, Assignment, Security Agreement and Fixture
Filing, wherein Opus West L.P. granted a $54,400,000 lien on their
property known as "the Lakepointe property" to Opus West
Corporation.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that the purpose of the Deed of Trust was
to secure financing to fund the costs of constructing
improvements on the Lakepointe Property and certain other costs
and expenses.  He notes that as of October 6, 2009, no funds have
been advanced from OWC to OWLP under the documents secured by the
Deed of Trust.

By this motion, the Opus West Debtors ask the Court to authorize
the release of the lien contained in the Deed of Trust.

Since no amounts were advanced by OWC to OWLP pursuant to the
loan documents, OWC and OWLP each seek the Court's authority
pursuant to Sections 105 and 363 of the Bankruptcy Code to
release the lien on the Lakepointe Property as it secures no
debt.

Mr. Jessup asserts that the release of the lien is equitable
because it allows the creditors of the estates to properly
benefit from the sale of the assets of each estate without
competing with potential inter-debtor claims.

                     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 EAST: Trustee Gets Nod to Hire Real Estate Consultant
----------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code, Jeoffrey L.
Burtch, the Chapter 7 Trustee of Opus East LLC and its units,
obtained the U.S. Bankruptcy Court for the District of Delaware's
authority to employ The Land Partners, Inc., as real estate
consultant nunc pro tunc to July 23, 2009, to analyze and value
the real property of the Opus East Debtors' Chapter 7 cases.

The Land Partners is a company which has been involved in the
real estate industry for over five years.  Ray Fox is the Vice
President of Land Partners and will be the primary professional
involved in this engagement, the Chapter 7 Trustee tells the
Court.  He submits that Ray Fox has been active in the real
estate industry since 1979 as a broker and development and
investment consultant.

The Debtors will pay Land Partners $300 per hour and reimburse
all actual, reasonable and necessary expenses and other charges
incurred during the performance of its duties.

Mr. Fox assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                          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)


OSCIENT PHARMA: Court Sets December 2 as Claims Bar Date
--------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts has set Dec. 2, 2009, as the last day
for creditors in Oscient Pharmaceuticals Corporation and its
debtor-affiliates' Chapter 11 cases to file proofs of claim.

Governmental units have until Jan. 11, 2010, to file proofs of
claim against the Debtors.

For more information, contact the Company's claims agent at:

     The Garden City Group, Inc.
     Attn: Oscient Pharmaceuticals Corporation, et.al.
     5151 Blazer Parkway, Suite A
     Dublin, OH 43017

                   About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation (OSCIQ.PK) -- http://www.antararx.com/and
http://www.factive.com/-- marketed two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Company also has
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, Oscient's audited consolidated financial
statements reflected total assets of $174 million and total
liabilities of $255 million.

Oscient Pharmaceuticals together with an affiliate filed for
Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No. 09-16576).
Judge Henry J. Boroff presides over the case.  Charles A. Dale
III, Esq., at K&L Gates LLP, represents the Debtors.  The Debtors
also hired Ropes & Gray LLP as special litigation counsel, and
Broadpoint Capital Inc. as financial advisor.  In its petition,
Oscient listed assets ranging from $50,000,001 to $100,000,000,
and debts ranging from $100,000,001 to $500,000,000.

In September 2009, Oscient obtained Court approval to sell its
cholesterol-lowering drug Antara to Lupin Ltd. for $38.6 million.
Lupin, an Indian generic drugmaker, outbid Akrimax Pharmaceuticals
LLC at a court-supervised auction.  Oscient also won approval from
the Bankruptcy Court to sell commercial rights to antibiotic
Factive to Cornerstone Therapeutics Inc. for $5,000,000 plus an
amount for purchased inventory.


OSCIENT PHARMA: Wants Sale of De Minimis Assets Approved
--------------------------------------------------------
Oscient Pharmaceuticals Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Massachusetts to
approve (i) two specific dispositions of certain de minimis assets
of the Debtors' estates; and (ii) assume, assume and assign, or
reject related executory contracts or unexpired leases.

The Debtors related that these assets are no longer necessary for
the continued operation of their businesses.  The de minimis
assets consist of intellectual property, fixtures, furniture, and
equipment.

The Debtors propose to sell or otherwise transfer de minimis
assets in an individual transaction or series of related
transactions to a single buyer or group of related buyers with a
net selling price equal to or less than $100,000, free and clear
of all liens, claims.

The Debtors intend to sell the patents and certain related
intellectual property to MaxThera, Inc.  MaxThera is the current
licensee for the Oscient IP.  The Debtors also propose to assume
and assign a certain License and Option Agreement, dated Jan. 8,
2003, by and between ArQule, Inc., as licensor, and Oscient, as
licensee, to Biota Scientific Management Pty Ltd., an affiliate of
MaxThera.  Oscient currently sublicenses rights under the ArQule
License to MaxThera.

The Debtors propose to sell certain equipment related to FACTIVE
to Cornerstone "as is, where is" for a purchase price of $47,179,
and to pay the fees and costs.  The FACTIVE Equipment is located
at Patheon Inc., a supplier to the Debtors pursuant to a contract
that has been assumed and assigned to Cornerstone BioPharma Inc.

                   About Oscient Pharmaceuticals

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation (OSCIQ.PK) -- http://www.antararx.com/and
http://www.factive.com/-- marketed two FDA-approved products in
the United States: ANTARA(R) (fenofibrate) capsules, a
cardiovascular product and FACTIVE(R) (gemifloxacin mesylate)
tablets, a fluoroquinolone antibiotic.  ANTARA is indicated for
the adjunct treatment of hypercholesterolemia (high blood
cholesterol) and hypertriglyceridemia (high triglycerides) in
combination with diet.  FACTIVE is approved for the treatment of
acute bacterial exacerbations of chronic bronchitis and community-
acquired pneumonia of mild to moderate severity.  ANTARA accountsi
for over 80% of the Debtors' 2008 revenues.  The Company also has
a late-stage antibiotic candidate, Ramoplanin, for the treatment
of Clostridium difficile-associated disease.

As of December 31, 2008, Oscient's audited consolidated financial
statements reflected total assets of $174 million and total
liabilities of $255 million.

Oscient Pharmaceuticals together with an affiliate filed for
Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No. 09-16576).
Judge Henry J. Boroff presides over the case.  Charles A. Dale
III, Esq., at K&L Gates LLP, represents the Debtors.  The Debtors
also hired Ropes & Gray LLP as special litigation counsel, and
Broadpoint Capital Inc. as financial advisor.  In its petition,
Oscient listed assets ranging from $50,000,001 to $100,000,000,
and debts ranging from $100,000,001 to $500,000,000.

In September 2009, Oscient obtained Court approval to sell its
cholesterol-lowering drug Antara to Lupin Ltd. for $38.6 million.
Lupin, an Indian generic drugmaker, outbid Akrimax Pharmaceuticals
LLC at a court-supervised auction.  Oscient also won approval from
the Bankruptcy Court to sell commercial rights to antibiotic
Factive to Cornerstone Therapeutics Inc. for $5,000,000 plus an
amount for purchased inventory.


PATCH ENERGY: Proposal Gets Approval from Alberta Court
-------------------------------------------------------
Patch International Inc. disclosed that the proposal of wholly-
owned subsidiary Patch Energy Inc. made under the Bankruptcy &
Insolvency Act (Canada) was approved by the Court of Queen's Bench
of Alberta.

As contemplated in the Proposal, Patch Energy has successfully
completed the transactions contemplated therein and relating to
the sale of all of its assets to its working interest partner and
its working interest partner's joint venture partner for CAD$
6,000,000.  The proceeds from this sale will be used to satisfy
all claims against Patch Energy in accordance with the Proposal.
Under the terms of the Proposal, the Corporation will receive
approximately CAD$ 4.4 million from Patch Energy as a result of a
distribution of cash under the Proposal in respect of outstanding
intercorporate debt.  The final distributions to be made under the
Proposal are expected to be made by RSM Richter Inc., the proposal
trustee in approximately 60 days.

The proposal process of Patch Energy commenced with the filing by
Patch Energy of a notice of intention to make a proposal to its
creditors under the BIA.  On August 20, 2009, the Trustee filed
the Proposal with the Office of the Superintendent of Bankruptcy.
On August 27, 2009 the Trustee gave notice to Patch Energy, and to
every creditor affected by the Proposal of the calling of a
meeting of creditors to be held on September 9, 2009.  At the
meeting of the creditors of Patch Energy held on September 9,
2009, which was presided over by the Trustee, all creditors of
Patch Energy who proved their claims and lodged a proxy with the
Trustee approved the Proposal.

                 About Patch International Inc.

Patch International Inc. is an emerging oil sands company
dedicated through its subsidiary Patch Energy Inc. to the
exploitation and production of its resources in the Athabasca oil
sands area in Alberta, Canada.  Patch International's strategy has
been to engage top quality staff and consultants to exploit and
produce its high quality oil sands assets.


PILGRIM'S PRIDE: Updates JBS-Backed Chapter 11 Plan
---------------------------------------------------
Pilgrim's Pride Corporation and six debtor-affiliates filed a
joint plan of reorganization built upon a sale of the stock of the
reorganized Pilgrim's to JBS SA.

On Oct. 19, the Debtors filed an amended plan and related
disclosure statement to update creditors of recent developments
related to their Chapter 11 cases.  The updates include (a) an
October 9 class action lawsuit filed by David Simmons, Carla
Simmons, Patty L. Funkhouser, and Dickie L. Funkhouser for
breaches of fiduciary duties connection with a 401(k) plan, (b)
the filing by the IRS of a tax claim asserting unsecured priority
claims that total, in the aggregate, approximately $135.2 million,
and unsecured general claims that total approximately $10.8
million, (c) the entry of an anti-trust clearance of a takeover by
JBS, and (d) approval of the bankruptcy court of a deal that would
grant JBS a $50 million break-up fee if it is outbid.

In addition, according to the disclosure statement to the Amended
Plan, Black Horse Capital Management LLC, an alleged holder of
approximately 3 million shares of PPC Common Stock and of
approximately $12.6 million of the Senior Notes, believes that
because of the Mandatory Exchange Transaction (the right of JBS to
convert New PPC Common Stock into equity interests in JBS), the
JBS transaction is a disguised takeover, for which JBS is not
paying a takeover premium for the MET.  Black Horse also alleges,
among other things, that (i) the transaction should be tested
through an 11 U.S.C. Sec. 363 sale process, (ii) a fairness
opinion should have been rendered, (iii) a stand-alone option
should have been pursued, and (iv) the Debtors may have been
motivated to structure the JBS transaction as exit financing to
enable the Chief Executive Officer to receive certain cash and
stock awards under his employment agreement.  The Debtors disagree
with each of the allegations.  The Debtors' investment banker,
Lazard Freres, has been actively marketing the Debtors' assets and
the Plan Sponsor Transaction is subject to higher or better offers
pursuant to the terms of the SPA until approved by the Bankruptcy
Court as part of the Plan.  No better or higher offers have yet
been presented to the Debtors and its professionals.

The Amended Plan also provides that unsecured creditors will be
paid in full in Cash with postpetition interest from the
Commencement Date through the Effective Date at either the federal
judgment rate, the contract rate, or the postjudgment rate, as
applicable, or such other rate as determined by the Bankruptcy
Court to be necessary to satisfy the requirements of Section 1124
of the Bankruptcy Code; provided, however, that if a holder of a
General Unsecured Claim believes that it is entitled to contract
rate interest, it must have attached the relevant contract to its
Proof of Claim.

A copy of the Amended Plan is available for free at:

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

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

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

                 Distributions Under Ch. 11 Plan

The Plan will be financed in part by the sale of 64% of the stock
to JBS for US$800 million, leaving the remaining 36% of the stock,
presumptively worth US$450 million, for existing equity holders.
All creditors will be paid fully either in cash or through
issuance of new debt.

Proceeds from the sale of the new common stock of the reorganized
Pilgrim's Pride to JBS will be used to fund cash distributions to
allowed claims under the plan.  Under the terms of the plan, all
creditors of the Debtors holding allowed claims will be paid in
full.  The Amended Plan also offers to pay priority tax claims
with postpetition interest, if applicable.

All existing Pilgrim's Pride common stock will be cancelled
and existing stockholders will receive the same number of new
common stock shares, representing 36% of the reorganized Pilgrim's
Pride in aggregate.  The plan also calls for an exit facility for
senior secured financing in an aggregate principal amount of at
least US$1.65 billion.

Since the proposed plan of reorganization represents a
"100% plan," with creditors being repaid in full, shareholders
represent the only impaired class and will be the only group
entitled to vote on the plan of reorganization.

The Equity Committee supports the Plan, noting that the Plan
results in an initial recovery to equity holders valued at upwards
of $450 million, with the potential to enjoy further appreciation
of their interests in the Reorganized Debtors (or a successor)
should their businesses continue to prosper.

                     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: 20 Trade Creditors Sell Claims Totaling $212,095
-----------------------------------------------------------------
For the period starting October 5 to October 15, 2009, 20 trade
creditors, transferred claims totaling $212,095 to:

Transferee                                        Amount
----------                                        ------
Argo Partners                                    $54,339
ASM Capital, L.P                                 $46,435
Blue Heron Micro Opportunities Fund, LLP          $1,485
Contrarian Funds, LLC                            $65,965
Debt Acquisition Company of America V, LLC        $5,333
Fair Harbor Capital, LLC                          $5,432
Liquidity Solutions Inc.                         $33,106

A list of the transferors for this period is available for free
at http://bankrupt.com/misc/PPC_ClaimsTransfrslstOct5_oct15.pdf

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


PILGRIM'S PRIDE: Gets Nod of Agreements With Labor Unions
---------------------------------------------------------
Pilgrim's Pride Corp. and its units obtained the Court's approval
of terms of certain agreements, which modify the terms of the
Debtors' collective bargaining agreements with the United Food and
Commercial Workers International Union and various local
affiliates, including the Retail, Wholesale, and Department Store;
the United Steel workers International Union and its local union
15120; and the Baker, Confectionery, tobacco workers and Grain
Millers International Union and its local union 42.  The Debtors
also seek the Court's authority to perform their obligations with
respect to the agreements.

The Debtors are in the process of developing a business plan that
will serve as the basis of their reorganization, which plan
depends on some modifications with respect to the terms of the
CBAs.  The Debtors believe that entry into modified and successor
agreements with respect to all CBAs would result in increased
stability with respect to both labor and costs during the post-
bankruptcy period to the benefit of the Debtors' businesses and,
thereby, all parties-in-interest.

The Unions, according to Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, in Dallas, Texas, are willing to agree to
the proposed modifications of the terms of the CBAs in exchange
for, among other things, an agreement by the Debtors to seek
approval of the same and to waive their right to seek further
modifications or rejection of the CBAs pursuant to section 1113
of the Bankruptcy Code.  The Unions have also sought assurances
that these agreements will be assumed under a plan of
reorganization.

The salient terms of the Agreements are:

(a) Modifications of the obligations of PPC and its
     union-represented workers with regard to hours of work and
     payment of overtime;

(b) Modifications of PPC's obligations with regard to providing
     health and welfare benefits;

(c) Standardization of the work week to 12:01 a.m. Sunday
     through the following Saturday at midnight;

(d) Temporary suspension of the cash component of PPC's driver
     recognition program;

(e) Suspension of PPC's tuition reimbursement program until the
     plan of reorganization becomes effective;

(f) Implementation of an "E-Payroll" system;

(g) Standardization of the number of paid holidays;

(h) Provision for certain raises over the course of the
     Agreements, or, in certain cases of the Open CBAs, provide
     certain retroactive raises, $100,000 in fees for the
     Union's professional advisors subject to review of invoices
     by PPC, with all current agreements expiring during the
     remainder of 2009 and 2010 extended for an additional two
     years from expiration;

(i) Provision for a waiver of PPC's right to seek rejection or
     modification of any of the Agreements pursuant to any
     provision of the Bankruptcy Code including Section 1113;
     and

(j) Provision that any plan of reorganization will provide for
     the assumption of the Agreements as they modify the current
     CBAs and exculpation provisions for the unions equivalent
     to those provided for the Debtors and their employees,
     officers, etc.; that the Agreements will become effective
     immediately upon approval by the Bankruptcy Court; that
     any plan of reorganization for the Debtors will provide
     for assumption of the Agreements as they modify the current
     CBAs; and the Debtors agree that they will not file,
     sponsor or support confirmation of a plan of reorganization
     that does not provide for assumption of the Agreements.

The terms of PPC's settlement with the UFCW are memorialized in
an agreement dated June 30, 2009, a full-text copy of which is
available for free at:

        http://www.bankrupt.com/misc/PPC_UFCW_stlmnt.pdf

At PPC's Batesville, Arkansas facility, certain employees are
represented by the IBT.  The terms and conditions of employment
for the IBT-represented employees are governed by a joint CBA
that applies both to IBT-represented employees and UFCW-
represented employees.  However, the IBT-represented employees
have failed to ratify the modifications agreed to by the UFCW to
their joint UFCW/IBT CBA.

The modifications agreed to by the UFCW will not be applied to
the IBT-represented employees at this time.

The terms of PPCs settlement with the USW are memorialized in an
agreement dated July 2, 2009, a full-text copy of which is
available for free at:

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

The terms of PPC's settlement with the BCTW are memorialized in
an agreement dated August 21, 2009 a full-text copy of which is
available for free at:

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

As a result of the Debtors' proposed modifications, the Debtors
anticipate annual cost savings of approximately $23,400,000.
Approximately half of this estimated annual cost savings is
directly attributable to the modified CBAs, Mr. Youngman tells
the Court.  The remaining half is attributable to company-wide
changes to PPC's health benefits which are made possible by the
modified CBAs with the Unions.

                     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)


POWERMATE CORP: Court Confirms Liquidating Ch. 11 Plan
------------------------------------------------------
Powermate Corp. has obtained confirmation of its liquidating
Chapter 11 plan, Bill Rochelle at Bloomberg News said.

On or after the Plan's effective date, a Plan administrator will
wind up the Debtors' affairs and liquidate any remaining estate
assets.  The Debtors estimate that they will have approximately
$7,000,000 in cash and a book value of $1 million in uncollected
accounts receivable on or about the effective date.

Under the Plan, unsecured creditors are splitting $4.7 million
cash.  Equity interests will not receive or retain any property
under the Plan.

As of the petition date, Powermate Corp. had total outstanding
secured debt in the approximate principal sum of $40.0 million.
Roughly $11.9 million is owed to Wachovia Bank, N.A.  As a result
of the sales of the Debtors' assets since the petition date,
Wachovia has been paid in full.

Other secured creditors are expected to recover their collateral.

Copies of the Disclosure Statement and Plan are available at:

     http://bankrupt.com/misc/powermate.ch11plan.pdf
     http://bankrupt.com/misc/powermate.ds.pdf

Headquartered in Aurora, Illinois, Powermate Holding Corp.,
Powermate Corp., and Powermate International, Inc. --
http://www.powermate.com/-- were, prior to the petition date, one
on the world's leading manufacturers of portable and standby
electric generators, pressure washers and accessories.  Prior to
the sale of a portion of their business in March 2008, the Debtors
also were a leading supplier of air compressors and air tools.
Products were distributed through mass retailers, home centers,
specialty store chains, industry buying co-operatives, on-line e-
Dealers, and independent hardware retailers.

Powermate Holding is the 100% owner of Powermate Corp. and two
non-debtor entities, Powermate Canada, Inc., a Canadian
corporation, and Powermate S. de R.L. de C.V., a Mexican
corporation.  Powermate Corp., in turn is the 100% owner of
Powermate International.

The three companies filed for Chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Neil Herman, Esq.,
at Morgan, Lewis & Bokius, represents the Debtors as counsel.
Kenneth Enos, Esq., and Michael Nestor, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as local counsel.  Monika
J. Machen, Esq., at Sonnenschein Nath Rosenthal LLP, represents
the official committee of unsecured creditors as counsel.
Charlene D. Davis, Esq., Eric M. Sutty, Esq., and Daniel A.
O'Brien, Esq., at Bayard P.A., represent the Creditors Committee
as local counsel.  In its schedules filed with the Bankruptcy
Court on May 23, 2008, Powermate Corporation disclosed assets of
$60,139,442 against debts of $85,700,759.


POWERMATE CORP: PBGC Protects Underfunded Pension Plan
------------------------------------------------------
The Pension Benefit Guaranty Corp. has assumed responsibility for
the underfunded pension plan covering 600 former workers and
retirees of Powermate Corporation, a manufacturer of portable
generators, air compressors and pressure washers based in Aurora,
Ill.

The PBGC stepped in because the Powermate Consolidated Pension
Plan faced abandonment because the company is liquidating all of
its assets under bankruptcy proceedings, and there would be no
entity left to finance or administer the plan.

Powermate retirees will continue to receive their monthly benefit
checks without interruption, and other workers will receive their
pensions when they are eligible to retire.

The Powermate Consolidated Pension Plan is 76 percent funded with
assets of $6.9 million to cover $9.1 million in benefit
liabilities, according to PBGC estimates. The agency expects to be
responsible for the entire $2.2 million shortfall.

The PBGC will take over the assets and use insurance funds to pay
guaranteed benefits earned under the plan, which ended on June 1,
2008.  Powermate's plan was frozen on Jan. 31, 2004.

Within the next several weeks, the PBGC will send notification
letters to all participants in the Powermate pension plan. Under
provisions of the Pension Protection Act of 2006, the maximum
guaranteed pension the PBGC can pay is determined by the legal
limits in force on the date of the plan sponsor's bankruptcy.
Therefore, participants in the plan are subject to the limits in
effect on March 17, 2008, which set a maximum guaranteed amount of
$51,750 a year for a 65-year-old. The agency became trustee of the
plan on Oct. 13, 2009.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits. In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Powermate began as Coleman Powermate Inc. in 1965.  The name was
changed to Powermate Corporation in 2004. The decline in business
was spurred by poor sales in the backup power industry, rising
commodity prices and series of underperforming contracts. The
company filed for Chapter 11 protection on March 17, 2008 in the
U.S. Bankruptcy Court in Wilmington, Del.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.  For
TTY/TDD users, call the federal relay service toll-free at 1-800-
877-8339 and ask for 800-400-7242.

Powermate retirees who draw a benefit from the PBGC may be
eligible for the federal Health Coverage Tax Credit.  Further
information may be found on the PBGC Web site at
http://www.pbgc.gov/workers-retirees/benefits-
information/content/page13692.html

Assumption of the plan's unfunded liabilities will have no
significant effect on the PBGC's financial statements because an
estimate of the claim was previously included in the agency's
fiscal year 2009 financial statements, in accordance with
generally accepted accounting principles.

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans. The agency receives no funds from
general tax revenues. Operations are financed largely by insurance
premiums paid by companies that sponsor pension plans and by
investment returns.

Headquartered in Aurora, Illinois, Powermate Holding Corp.,
Powermate Corp., and Powermate International, Inc. --
http://www.powermate.com/-- were, prior to the petition date, one
on the world's leading manufacturers of portable and standby
electric generators, pressure washers and accessories.  Prior to
the sale of a portion of their business in March 2008, the Debtors
also were a leading supplier of air compressors and air tools.
Products were distributed through mass retailers, home centers,
specialty store chains, industry buying co-operatives, on-line e-
Dealers, and independent hardware retailers.

Powermate Holding is the 100% owner of Powermate Corp. and two
non-debtor entities, Powermate Canada, Inc., a Canadian
corporation, and Powermate S. de R.L. de C.V., a Mexican
corporation.  Powermate Corp., in turn is the 100% owner of
Powermate International.

The three companies filed for Chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Neil Herman, Esq.,
at Morgan, Lewis & Bokius, represents the Debtors as counsel.
Kenneth Enos, Esq., and Michael Nestor, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as local counsel.  Monika
J. Machen, Esq., at Sonnenschein Nath Rosenthal LLP, represents
the official committee of unsecured creditors as counsel.
Charlene D. Davis, Esq., Eric M. Sutty, Esq., and Daniel A.
O'Brien, Esq., at Bayard P.A., represent the Creditors Committee
as local counsel.  In its schedules filed with the Bankruptcy
Court on May 23, 2008, Powermate Corporation disclosed assets of
$60,139,442 against debts of $85,700,759.


PRECISION PARTS: Court Sets December 15 as Claims Bar Date
-----------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has set Dec. 15, 2009 at 4:00 p.m., Prevailing Eastern
Time, as the deadline for creditors in the Chapter 11 cases of
Precision Parts International Services Corp., et. al.

For more information, contact the Company's claims agent: Kurtzman
Carson Consultants LLC.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  PPI and its units operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on their behalf by Intermex Manufactura de Chihuahua under a
shelter and logistics agreement.

The Company and eight of its affiliates filed for Chapter 11
protection on December 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Attorneys at Pepper Hamilton LLP are bankruptcy
counsel to the Debtors.  Alvarez & Marsal North America LLC is the
Debtor's financial advisors and Kurtzman Carson Consultants LLC is
the claims, noticing and balloting agent.  When PPI Holdings, Inc.
filed for protection from its creditors, it listed assets of
between $100 million and $500 million, and the same range of debt.


PRIMEDIA INC: To Report Q3 2009 Results on November 5
-----------------------------------------------------
PRIMEDIA Inc. will release its third quarter results before market
open on Thursday, November 5, 2009, to be followed by a conference
call at 10:00 a.m. (Eastern Time).

Investors and interested parties may listen to a Webcast of the
presentation by visiting the Company's Web site at
http://www.primedia.com/under the Investor Relations section.

To participate in the call, please dial 1-877-941-8418 if in the
U.S., or 1-480-629-9809 if outside the U.S.  The conference ID is
4171912.  Dial in at least five minutes prior to the start of the
call.

A recorded version will be available after the conference call at
1-800-406-7325 in the U.S., or 1-303-590-3030, if outside the U.S.
The replay ID is 4171912.  The recorded version will be available
shortly after the completion of the call until midnight, Eastern
Time, November 12, 2009.

The live and replay versions of the conference call will be
available at http://www.primedia.com/

As reported by the Troubled Company Reporter on August 10, 2009,
PRIMEDIA swung to a net loss of $11.7 million for the three months
ended June 30, 2009, compared to a net income of $1.93 million for
the same period a year ago.  PRIMEDIA posted a net loss of $11.3
million for the six months ended June 30, 2009, compared to a net
income of $15.5 million for the same period a year ago.

As of June 30, 2009, the Company posted $244.5 million in total
assets and $357.7 million in total liabilities, resulting in
$113.2 million in stockholders' deficiency.   As of June 30, the
Company's cash and cash equivalent balance was $2.1 million,
versus $6.8 million as of June 30, 2008.  The Company had debt,
net of cash, of $231.0 million at June 30, 2009, compared to net
debt of $247.1 million at June 30, 2008.  In addition to the
required quarterly repayment under the Company's Term Loan
Facility and repayment of $4.4 million outstanding under the
revolving credit facility, the Company used excess cash to retire
an incremental $14.0 million of its Term Loan B Facility.

                          About PRIMEDIA

Headquartered in Atlanta, PRIMEDIA Inc. (NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.
operation, is a provider of advertising-supported consumer guides
for the apartment and new home industries.  Consumer Source
publishes and distributes more than 38 million guides such as
Apartment Guide and New Home Guide to roughly 60,000 U.S.
locations each year through its proprietary distribution network,
DistribuTech.  The Company also distributes category-specific
content on its leading Web sites, including
http://www.ApartmentGuide.com/,http://www.NewHomeGuide.com/,and
http://www.Rentals.com/,a comprehensive single unit real estate
rental site.

As reported by the Troubled Company Reporter on June 30, 2009,
Standard & Poor's Rating Services lowered its corporate credit
rating on Norcross, Georgia-based PRIMEDIA Inc. to 'B+' from
'BB-', reflecting S&P's expectation of continued operating
weakness at the new homes and distribution segments in 2009, which
is more than offsetting relatively flat performance at the
apartment segment.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on PRIMEDIA's
secured debt to 'B+' (the same level as the corporate credit
rating) from 'BB-'.  The recovery rating of '3' remains unchanged,
reflecting S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.


PROVIDENCE SERVICE: Moody's Retains 'B2' Rating on Prepayment
-------------------------------------------------------------
Moody's Investors Service said Providence Service Corporation's
ratings remain unchanged following Providence's announcement that
its Board of Directors has authorized a voluntary prepayment of
$20 million of its senior debt.

The previous rating action on Providence was the July 21, 2009,
confirmation of the B2 corporate family rating and change in
outlook to negative.

Providence Service Corporation, headquartered in Tucson, Arizona,
is a provider and manager of government sponsored social services
including home and community based social services and non-
emergency transportation services management.  The company
reported revenues of $723 million for the last twelve month period
ended June 30, 2009.


RADIOSHACK CORPORATION: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed these ratings for RadioShack
Corporation:

  -- Long-term Issuer Default Rating at 'BB';
  -- Bank credit facility at 'BB';
  -- Senior unsecured notes at 'BB'.

RadioShack had $720.1 million in debt outstanding at June 30,
2009.  The Rating Outlook has been revised to Stable from
Negative.

The Outlook revision and ratings reflect RadioShack's strong
liquidity and Fitch's expectation that the company's operating
results and credit metrics will remain relatively steady in the
near term despite the soft sales trends in some of the company's
business segments.  The ratings also consider the company's cost-
cutting efforts, positive free cash flow generation, and large and
geographically diverse store base.  In addition, the rating
reflects concerns about RadioShack's long-term ability to grow
revenues and earnings given the highly competitive operating
environment.

Fitch expects RadioShack's credit metrics to remain relatively
stable over the intermediate term as the company reduces costs,
strengthens its product mix, and reduces debt.  The company's
ongoing efforts to lower labor and rental expense, improve
inventory management and offer popular products, such as iPods and
iPod accessories, should help it maintain operating profit levels
and generate positive free cash flow in 2009 and 2010.

In addition, RadioShack's strong liquidity will allow it to meet
upcoming capital and debt service requirements.  As of June 30,
2009, the company had cash of $931 million and availability of
around $291 million under its senior unsecured credit facility.
RadioShack has no debt maturities until 2011 when the 7.375%
senior unsecured notes mature.  Upon maturity, Fitch expects
RadioShack will repay the $307 million outstanding on the notes
(after the $43 million of investor interest received in the recent
tender offer) with cash, and to remain prudent as to the amount of
share repurchases to be executed under its current $290 million
authorization.  In the last 12 months ending June 30, 2009,
operating EBIT was $356 million compared to $325 million in 2008.
The LTM total adjusted debt/EBITDAR was 4.2 times versus 4.4x in
2008 and LTM EBITDAR-to-interest plus rent remained flat at 2.2x
during the comparable time period.

Longer term, Fitch expects sales growth to be challenging and same
store sales to remain in the negative low-single digits given the
fierce competition in the consumer electronics and wireless
businesses from national big-box retailers and discounters as well
as wireless carriers and other new wireless distribution channels.
These retailers offer a wide selection of consumer electronics and
wireless products and, as they expand their store bases, they
become more convenient.  Nonetheless, in Fitch's view,
RadioShack's large store base of 4,450 stores across the United
States as of June 30, 2009, will continue to provide a convenient
shopping experience for customers.


READER'S DIGEST: Files Bankruptcy Rule 2015.3 Report
----------------------------------------------------
The Reader's Digest Association, Inc., and its affiliated debtors
filed in Court a report on the value, operations and profitability
of those companies in which they hold a substantial or controlling
interest as of June 30, 2009, as required by Rule 2015.3 of the
Federal Rules of Bankruptcy Procedure.

A full-text copy of the periodic report can be obtained for free
at http://bankrupt.com/misc/RDA_PeriodicReport_092509.pdf

Susana D'Emic, Reader's Digest's vice president and corporate
controller, informs the Court that the Periodic Report contains,
among other things:

    (i) valuation estimate for entities held by Reader's Digest
        and its affiliates as of a date not more than two years
        prior to June 30, 2009, and the valuation method used;

   (ii) balance sheets and statements of income or loss as of
        and for the six month period ended June 30, 2009, along
        with summarized footnotes; and

  (iii) description of the entities' business operations.

Ms. D'Emic notes that with respect to the valuation report, it
would be prohibitively expensive, unduly burdensome, and an
inefficient use of estate assets for the Debtors to obtain current
market valuations of the non-debtors in which the Debtors hold a
direct interest of 20% or more.  Therefore, she says, the net book
value of the assets of the entities is the basis for the
valuation.

"In addition it would be unduly burdensome to prepare the net book
value for each entity as the general ledger is maintained in each
country's local currency," Ms. D'Emic tells Judge Drain.  "These
local currencies are then translated to U.S. Dollars at an
aggregated level which we have reported," she continues.

The balance sheets and statements of income have been included for
all of the non-debtor affiliates, however, statements of cash flow
and statements of changes in shareholders' or partners' equity are
not prepared for each entity but rather only at the consolidated
level, Ms. D'Emic further reveals.  She explains that system and
resource constraints preclude the Debtors from preparing the
statements at the entity level.

               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: Panel Gets Nod for Trenwith as Inv. Banker
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in The Reader's
Digest Association Inc.'s cases won approval of an amended
application to retain Trenwith Securities, LLP, nunc pro tunc to
September 1, 2009, as investment banker.

Trenwith, as investment banker, has agreed to:

  (a) advise the Creditors' Committee on plan and sale
      strategies proposed by the Debtors' professionals,
      including presentations, scope, and compensation proposed
      by Debtors' investment bankers;

  (b) establish criteria for the Creditors' Committee to
      consider alternative strategies;

  (c) prepare certain valuation analyses using various
      methodologies on the Debtors' assets, including Debtor and
      Non-Debtor entities around the world;

  (d) prepare alternative business projections relating to the
      valuation of the Debtors' business enterprise;

  (e) evaluate financing proposals and alternatives proposed by
      the Debtors for debtor-in-possession financing, exit
      financing, any plan of reorganization, and other analyses;

  (f) attend meetings of creditors and conferences with
      representatives of the creditor groups and their counsel;
      and

  (g) support the Creditors' Committee in matters as the
      Creditors Committee will request from time to time.

The original application was amended to correct certain languages,
including Trenwith's hourly billing rates:

        Position               Hourly Rate
        --------               -----------
        Managing Directors     $600 - $700
        Principals             $450 - $550
        Vice Presidents        $250 - $350
        Associates             $200 - $250
        Analysts & Staff       $150 - $200

               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: Panel Wins Nod for BDO as Fin'l Advisor
--------------------------------------------------------
The Official Committee of Unsecured Creditors of The Reader's
Digest Association, Inc., et al., won approval of an amended
application to retain BDO Seidman, LLP, as financial advisor, nunc
pro tunc to September 1, 2009.

In the amended application, the Creditors' Committee tells Judge
Drain that BDO has agreed to:

  -- analyze the financial operations of the Debtors
     postpetition, as necessary;

  -- analyze the Debtors' business plans, cash flow projections,
     selling and general administrative structure, key employee
     retention programs or employee incentive plans, and other
     reports or analyses prepared by the Debtors or their
     professionals in order to advise the Creditors Committee on
     the reorganization process, methodology being utilized and
     anticipated results;

  -- analyze the financial ramifications of any proposed
     transactions for which the Debtors seek Court approval
     including, postpetition financing, sale of all or a portion
     of the Debtors' assets, management compensation and
     employee incentive, retention and severance plans;

  -- perform any required or requested claims analysis for the
     Creditors Committee;

  -- verify material assets and liabilities, as necessary;

  -- assist the Creditors Committee in its review of monthly
     statements of operations to be submitted by the Debtors;

  -- assist the Creditors Committee in its evaluation of cash
     flow and other projections prepared by the Debtors;

  -- scrutinize cash disbursements on an on-going basis for the
     period subsequent to the commencement of the bankruptcy
     cases;

  -- analyze historical financial information;

  -- conduct any forensic investigations requested or required,
     including investigations regarding the prepetition
     activities of the Debtors, analysis of intercompany
     transfers, and any potential fraudulent transfer or
     preference actions;

  -- analyze transactions with insiders, related and affiliated
     companies;

  -- analyze transactions with the Debtors' financing
     institutions;

  -- analyze the Debtors' real property interests, including
     lease assumptions and rejections, and potential real
     property asset sales;

  -- attend meetings of creditors and conferences with
     representatives of the creditor groups and their counsel;

  -- prepare and submit reports to the Creditors Committee to
     aid it in evaluating any proposed plan of reorganization;

  -- assist the Creditors Committee in its review of the
     financial aspects of a plan of reorganization submitted by
     the Debtors, or in arriving at a separate proposed plan and
     perform any related analyses, specifically including
     liquidation analyses; and

  -- if applicable, monitor the sale of the company, and perform
     reviews of the value of bids received.

BDO's hourly billing rates are also amended to reflect these:

        Position                    Hourly Rate
        --------                    -----------
        Partners                   $500 to $850
        Directors & Sr. Managers   $300 to $600
        Managers                   $290 to $375
        Seniors                    $200 to $295
        Staff                      $150 to $225

               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: Panel Wins Nod for Otterbourg as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of The Reader's
Digest Inc. obtained the Court's permission to retain Otterbourg,
Steindler, Houston & Rosen, P.C., nunc pro tunc to August 31,
2009, as counsel to the Creditors' Committee.

The Court ruled that if at any time during the pendency of the
Debtors' Chapter 11 cases OSH&R increases the rates for its
services to the Creditors Committee, OSH&R will file a
supplemental declaration with the Court describing the increases
and provide notice to the United States Trustee and the Debtors.

As counsel, Otterbourg has agreed to:

  (a) assist and advise the Creditors' Committee in its
      consultation with the Debtors relative to the
      administration of the cases;

  (b) attend meetings and negotiate with the representatives of
      the Debtors;

  (c) assist and advise the Creditors' Committee in its
      examination and analysis of the conduct of the Debtors'
      affairs;

  (d) to assist the Creditors' Committee in the review, analysis
      and negotiation of any plans of reorganization, including
      the plan support agreement entered into prepetition
      between the Debtors and certain of their prepetition
      lenders, and to assist the Creditors' Committee in the
      review, analysis and negotiation of the corresponding
      disclosure statements;

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

  (f) take all necessary action to protect and preserve the
      interests of the Creditors' Committee, including possible
      prosecution of actions on its behalf, negotiations
      concerning all litigation in which the Debtors are
      involved, and review and analysis of claims filed against
      the Debtors' bankruptcy estates;

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

  (h) appear before the Court, the Appellate Courts, and the
      United States Trustee, and to protect the interests of the
      Creditors' Committee before those courts and before the
      United States Trustee.

Otterbourg will be paid for its legal services on an hourly basis
in accordance with its ordinary and customary hourly rates in
effect on the date the services are rendered and for its actual,
reasonable and necessary out-of-pocket disbursements.
Otterbourg's hourly rates are:

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

Scott L. Hazan, a member of Otterbourg, assures Judge Drain that
his firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


RICHARD AUSTRIA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Richard Austria
        304 Hoffman St
        Colma, CA 94014-2876

Bankruptcy Case No.: 09-33219

Chapter 11 Petition Date: October 19, 2009

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

Debtor's Counsel: Sydney Jay Hall, Esq.
                  Law Offices of Sydney Jay Hall
                  1308 Bayshore Hwy. #220
                  Burlingame, CA 94010
                  Tel: (650) 342-1830
                  Email: sydneyhalllawoffice@yahoo.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. Austria.


RITE AID: To Raise $250MM in Senior Secured Notes Offering
----------------------------------------------------------
Camp Hill, Pennsylvania-based Rite Aid Corporation intends to
offer $250 million aggregate principal amount of senior secured
notes due 2019.  The notes will be unsecured, unsubordinated
obligations of Rite Aid and will be guaranteed by substantially
all of Rite Aid's subsidiaries.  The guarantees will be secured on
a second lien basis.

The notes offering is part of a comprehensive plan to refinance
Rite Aid's first lien accounts receivable securitization facility
and second lien accounts receivable securitization facility due
September 2010.  As of October 16, 2009, there was $475 million
outstanding under the securitization facilities.

Also included in the refinancing is an increase in borrowing under
Rite Aid's existing $525 million senior secured term loan due June
2015 by $125 million to $650 million.  Rite Aid also intends to
enter into an amendment to its senior secured credit facility
which will increase the maximum borrowing capacity under Rite
Aid's existing senior secured revolving credit facility from $1.0
billion to $1.175 billion.  Rite Aid intends to use the net
proceeds from the offering of the notes, together with the
proceeds from the increased term loan and borrowings under the
revolving credit facility, to repay and cancel Rite Aid's accounts
receivable securitization facilities, and to fund related fees and
expenses.  Upon successful completion of the comprehensive plan,
Rite Aid will have refinanced all of its September 2010 debt
maturities.

The notes offering is subject to market and other customary
conditions and conditioned upon Rite Aid's substantially
concurrent consummation of the other components of the refinancing
transactions in substantially the form described above.

The notes and the related subsidiary guarantees will be offered in
the United States to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended, and
outside the United States pursuant to Regulation S under the
Securities Act.  The notes and the related subsidiary guarantees
have not been registered under the Securities Act and may not be
offered or sold in the United States without registration or an
applicable exemption from the registration requirements.

In connection with the offering of $250 million aggregate
principal amount of senior secured notes due 2019, Rite Aid
presented information to investors regarding estimated cost
savings for fiscal 2010 under certain operating initiatives.

Rite Aid estimates that its segmentation initiatives, which apply
tailored operating strategies to Rite Aid's high and low volume
stores will result in cost savings of approximately $150 million
in fiscal 2010.  Rite Aid also estimates that its "all-store"
initiatives, which include a focus on growing prescription count,
controlling labor costs, reducing shrink expense, reducing supply
chain costs, increasing private brand penetration and reducing
working capital, will result in cost savings of approximately $200
million in fiscal 2010.

The Company considered the impact of these savings when developing
its current guidance for fiscal 2010.  The Company expects the
positive impact of these savings to be offset by reductions in
pharmacy gross margin, caused by reimbursement rate pressures,
fewer new generics and the impact of recently implemented AWP cost
adjustments on its Medicaid business, and increases in labor rates
and benefit costs.

Full-text copies of certain of the slides presented to investors
in connection with Rite Aid's offering of the Notes are available
at no charge at http://ResearchArchives.com/t/s?4737

                     About Rite Aid Corporation

Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- is
one of the nation's leading drugstore chains.  On September 26,
2009, the company operated 4,809 stores compared to 4,922 stores
in the like period a year ago.  Rite Aid had fiscal 2009 annual
sales of more than $26.3 billion.

At August 29, 2009, the Company had $8,052,678,000 in total assets
against $9,453,207,000 in total liabilities, resulting in
$1,400,529,000 in stockholders' deficit.

                           *     *     *

Rite Aid carries a 'Caa2' probability of default and corporate
family ratings from Moody's, 'B-' issuer default rating from
Fitch, and 'B-' corporate credit and issuer credit ratings from
Standard & Poor's.


RITE AID: Fitch Affirms Issuer Default Rating at 'B-'
-----------------------------------------------------
Fitch Ratings has affirmed Rite Aid's Issuer Default Rating at
'B-' following the refinancing announcements on Oct. 19, 2009.
The Rating Outlook is Stable.

Fitch has assigned 'BB-/RR1' ratings to Rite Aid's recently issued
$270 million 10.25% senior second lien secured notes due 2019.
Rite Aid also expects to increase the size of its $1 billion
revolving credit facility by $175 million to $1.175 billion and
increase borrowings under its $525 million term loan due June
2015 by $125 million to $650 million.  The $570 million in gross
proceeds will be used to refinance the off balance sheet
$345 million first lien accounts receivable securitization
facility, which was due to mature in January 2010, and the
$225 million second priority accounts receivable securitization
term loan due to mature in September 2010, addressing the only
major remaining debt maturities over the next three years.  The
recent issuances follow the June refinancings, when Rite Aid put
in place a new $1 billion credit facility, issued $525 million in
term loans and $410 million in senior first lien secured high
yield notes to replace its existing $1.75 billion credit facility
and a $145 million term loan that were due to mature in September
2010.

Fitch has also affirmed these ratings:

  -- Secured revolving credit facility and term loans at 'BB-
     /RR1';

  -- Second lien senior secured notes at 'BB-/RR1';

  -- Guaranteed senior unsecured notes at 'CCC/RR5';

  -- Non-guaranteed senior unsecured notes at 'CC/RR6'.

The Stable Outlook reflects Rite Aid's completion of 2010
refinancing activities, thus near term liquidity concerns are
alleviated.  The ratings continue to consider Rite Aid's
significant high leverage and limited capital for investment;
operating statistics that significantly trail its two major
competitors; and the ongoing risk of improving operations at the
acquired Brooks Eckerd stores.  In the near term, a decline in
front-end same store sales could stall operating improvement at
both core Rite Aid and Brooks Eckerd stores.  The ratings also
reflect Rite Aid's strong market share position as the third
largest U.S. drug retailer and management's concerted efforts to
improve the productivity of its store base and manage liquidity
through working capital reductions and other cost cutting
initiatives.

With the refinancings successfully completed, Fitch anticipates
management can turn its full focus on improving core operations,
and rating movements will largely depend on Rite Aid's top line
and profitability.  Rite Aid's operating metrics significantly lag
those of its large and well capitalized competitors, CVS Caremark
and Walgreen.  The latter two retailers have been gaining share
through organic growth and by folding in regional retailers, in
the case of CVS Caremark in many of Rite Aid's markets.  If Rite
Aid is unable to improve average weekly prescriptions per store
(which have been flat at around 1,150 for the last few years
versus Walgreen at 1,835 and CVS Caremark at 1,630 in their most
current fiscal years) or gain traction at the Brooks Eckerd stores
acquired in June 2007, EBITDA margins are likely to remain
pressured on weak top line growth and market share losses.  Rite
Aid's EBITDA margin at 3.8% (excluding non-cash and merger related
expenses) for the latest 12 months ended Aug. 29, 2009, is
significantly below its two leading competitors' margins in the
range of 7% to 8.5%.

In the near term, Fitch expects anemic pharmacy same store sales
and a decline in higher margin front-end same store sales could
pressure gross margins, as seen in its second quarter results when
adjusted FIFO gross margin declined 70 bp year over year with a
front-end same store decline of 4.9%.  As a result, free cash flow
is expected to be in the $50-$100 million range in FY2010 (takes
into account modest improvement in working capital) and adjusted
debt/EBITDAR for FY2010 and FY2011 is expected to remain at or be
slightly above the 7.4x reported for FY2009.  Rite Aid's ability
to appropriately invest in its stores given its current free cash
flow levels and indebtedness remain a concern as Fitch views the
projected $250 million in capital spending for FY2010 below levels
required to remain competitive.

The issue ratings shown above are derived from the IDR and the
relevant Recovery Rating.  The revolving credit facility due
September 2012, term loans and the $410 million senior secured
notes due June 2016 have a first lien on the company's cash,
accounts receivable, investment property, inventory and scrip
lists, and are guaranteed by Rite Aid's subsidiaries giving them
an outstanding recovery (91%-100%).  With the paydown of the off-
balance sheet securitization facilities, a total of $1 billion in
receivables ($621 million on-balance sheet and $400 million off-
balance sheet that were backing the A/R facility outstandings at
the end of the second quarter) will now become part of the general
collateral pool that will secure the first and second lien notes.
Rite Aid's senior secured notes that have a second lien on the
same collateral and are guaranteed by Rite Aid's subsidiaries are
also expected to have outstanding recovery prospects.  Given the
amount of secured debt in the company's capital structure, the
unsecured guaranteed notes are assumed to have below average
recovery prospects (11%-30%) and unsecured notes and convertible
bonds are assumed to have poor recovery prospects (0%-10%) in a
distressed scenario.  Fitch's recovery analysis assumes a
liquidation value under a distressed scenario of $6.2 billion on
inventory, receivables, owned real estate and prescription files.


RURAL/METRO CORP: Commences Credit Facility Refinancing
-------------------------------------------------------
Rural/Metro Corporation on October 20 announced that it is
commencing a refinancing of its credit facility.  It also
announced that it expects to launch a tender offer and consent
solicitation for its 12.75% Senior Discount Notes due 2016 and a
consent solicitation for its 9.875% Senior Subordinated Notes due
2015.

The Company intends to offer to purchase any and all of its
outstanding 2016 Notes.  The Company also intends to solicit
consents to certain proposed amendments to the indenture governing
the 2016 Notes.

Holders of 2016 Notes that validly tender prior to a consent date
which will be established for the offer are expected to be offered
total consideration of 104% of the accreted value of the 2016
Notes as of the payment date for each $1,000 principal amount at
maturity of 2016 Notes tendered, which includes a consent payment
of 1% of the accreted value as of the payment date for each $1,000
principal amount at maturity.

Holders of 2016 Notes that are tendered after the consent date,
but on or prior to the expiration date are expected to be offered
tender consideration of 103% of the accreted value of the 2016
Notes as of the payment date for each $1,000 principal amount at
maturity of 2016 Notes tendered.  Holders of 2016 Notes tendered
after the consent date will not receive the consent payment.

The proposed amendments to the 2016 Notes would eliminate or
modify substantially all of the restrictive covenants, certain
events of default, and certain other provisions contained in the
indenture governing the 2016 Notes.  Noteholders who tender the
2016 Notes will be required to consent to the proposed amendments,
and noteholders who consent to the proposed amendments will be
required to tender their 2016 Notes.

The tender offer and the consent solicitation are expected to be
contingent upon the tender of at least a majority of the
outstanding principal amount of 2016 Notes, the refinancing of the
Company's credit facility due 2011 and the success of a concurrent
consent solicitation for the 2015 Notes.

The Company intends to launch a solicitation for consents to a
proposed amendment to the indenture governing its 2015 Notes.  The
proposed amendment to the 2015 Notes would modify the restricted
payment covenant governing the indenture, allowing for a dividend
payment to Rural/Metro Corporation in an amount sufficient to
repurchase the 2016 Notes.  In order to repurchase its 2016 Notes,
the Company also intends to refinance its current credit facility
due 2011.

Rural/Metro expects to offer a consent fee of $50.00 for each
$1,000 in principal amount of 2015 Notes as to which the holder
provides a consent.  Approval of the proposed amendment with
respect to the 2015 Notes requires the consent of holders of at
least a majority in principal amount of the outstanding 2015
Notes.

If consents are received from the requisite majority of holders of
the 2015 Notes, Rural/Metro will execute a supplemental indenture
and thereafter the consents may not be revoked unless Rural/Metro
fails to pay the required consent fee.

The consent solicitation relating to the 2015 Notes is expected to
be contingent upon the tender in the concurrent tender offer of,
and the receipt in the consent solicitation for the 2016 Notes by
holders of, not less than a majority of the outstanding 2016
Notes.

                         About Rural/Metro

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation
(Nasdaq:RURL) -- http://www.ruralmetro.com/-- provides emergency
and non-emergency ambulance services and private fire protection
services in 22 states and approximately 400 communities throughout
the United States.


RURAL/METRO CORP: S&P Puts 'B' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Rating Services said it placed its ratings on
Scottsdale, Arizona-based Rural/Metro Corp. and its subsidiary,
Rural/Metro LLC, including the 'B' corporate credit rating on
Rural/Metro Corp., on CreditWatch positive with positive
implications.

"The CreditWatch listing is prompted by the plans of Rural/Metro
Corp. to refinance its credit facility due 2011, including its
revolver due 2010, and to launch a tender offer for its 12.75%
senior discount notes due 2016.

"The refinancing will likely extend the maturity of the credit
facility and give the company the ability to continue to use its
free cash flow to prepay debt," said Standard & Poor's credit
analyst Rivka Gertzulin.  Since 2005, the company has used
$64 million of internally generated funds to reduce its senior
secured debt.  Additionally, the tender offer of the senior
discount notes, which convert to cash-pay in March 2010, reduces
the complexity of the capital structure by eliminating the
restricted payments basket associated with that debt.  Moreover,
the refinancing of the high-cost senior discount notes would
likely reduce the company's annual cash interest expense.

"If the proposed refinancing and tender offer are successful, S&P
believes Rural/Metro's financial risk profile could improve,"
added Ms. Gertzulin.  In addition, since Medicare (41% of revenue)
has extended its rate increases over the next two years, there is
some stability in the reimbursement environment over the near
term.


SEMGROUP LP: CCAA Stay Extended Until Nov. 10 & Dec. 1
------------------------------------------------------
At the behest of SemCanada Crude Company; SemCAMS ULC; SemCanada
Energy Company; A.E. Sharp, Ltd.; CEG Energy Options, Inc.;
319278 Nova Scotia Company; and 1380331 Alberta ULC; the
Honorable Madame Justice Romaine in the Court of Queen's Bench of
Alberta, in the Judicial District of Calgary, Canada, extended
the stay period prohibiting creditors and parties-in-interest
from commencing or continuing any action against the CCAA
Applications, through and including

  -- November 10, 2009, for SemCAMs; and

  -- December 1, 2009, for SemCanada Energy Company, A.E. Sharp,
     CEG Energy, and SemCanada Crude.

SemGroup, L.P. President and Chief Executive Officer Terrence
Ronan, informed the Honourable Court that SemCanada Crude's
suppliers are required to forecast or nominate during the first
week of October 2009, the volumes that they will be providing to
SemCanada Crude in November 2009.  Given that suppliers are
required to nominate their November 2009 crude volumes by early
October 2009, an extension of SemCanada Crude's Stay Period
through to and including December 1, 2009, will allow SemCanada
Crude's operations to continue in the normal course of business
through the proposed implementation date of SemCanada Crude's
Amended CCAA Plan, he noted.

More importantly, the extension of the Stay Periods will have
afforded SemCAMs, SemCanada Crude, SemCanada Energy, A.E. Sharp,
and CEG Energy enough time to (i) hold and conduct the Canadian
Creditors' Meetings on October 8, 2009; (ii) if the requisite
approval of the Amended CCAA Plans and the Fourth Amended Plan
are received in Canada and the U.S. to hold a coordinated
confirmation and sanction hearing in the U.S. Debtors' Chapter 11
cases and the CCAA Proceedings on October 26, 2009; and (iii) if
the Amended CCAA Plans and the Fourth Amended Plan are sanctioned
in Canada and the U.S., implement the Amended CCAA Plans in
conjunction with the Fourth Amended Plan on November 6, 2009.

                      About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Gets Canadian Court Nod to Amend CCAA Plans
--------------------------------------------------------
At SemCAMS ULC, SemCanada Nova Scotia, SemCanada Energy, A.E.
Sharp, and CEG Energy Options, Inc.'s behest, Honourable Justice
B.E.C. Romaine of the Court of Queen's Bench of Alberta, in the
Judicial District of Calgary, Canada authorized on September 29,
2009, the filing of an (i) amended SemCAMS ULC Plan, (ii) amended
SemCanada Nova Scotia Plan, and (iii) amended SemCanada Energy
Plan.

Essentially, the Amended CCAA Plans removed the implementation of
SemEnergy, AES, and CEG's Energy Distribution Plan as a condition
precedent to the implementation of the Amended SemCanada Crude
Plan and the Amended SemCAMs Plan on the implementation date of
the CCAA Plans.  Specific amendments to the CCAA Plans are
available for free at:

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

                        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)


SHEARIN FAMILY: Condo Buyers Keep Right to Purchase in Bankruptcy
-----------------------------------------------------------------
U.S. Bankruptcy Judge J. Rich Leonard issued a ruling with respect
to 10 individuals contracted to buy 15 units of a North Carolina
condominium built by Shearin Family Investments LLC.

According to Bill Rochelle at Bloomberg News, the claimants, which
have paid in full for the purchase price of the units, although
not held in an escrow account before the company went into Chapter
11, contended that they had the equivalent of secured claims under
theories known as resulting trust, constructive trust and
equitable lien.

Mr. Rochelle relates that Judge Leonard ruled against the buyers
on all their theories, concluding that they only have unsecured
claims if they seek to recover money damages.  Leonard went on to
rule that the buyers are entitled to specific performance under
North Carolina law.  With regard to real estate, state law says a
buyer is able to force a seller to transfer property in the event
of breach and isn't required to accept money damages.  Leonard
also concluded that the right to specific performance isn't a
claim wiped out by the bankruptcy.  In addition, he decided that
the buyers fully performed their half of the purchase agreements,
leaving the developer unable to terminate the contracts as
executory contracts.

Judge Leonard ruled noted that there is a secured lender with a
lien on all assets.  Judge Leonard said he will decide later
whether the lenders or the buyers come out on top.

The outcome of the dispute will determine the recovery by the
buyers.  The Chapter 11 plan submitted by Shearin to the Court
offers to pay secured claims in full while unsecured claims will
only have a recovery of less than 1%.

A full-text copy of the Debtor's Chapter 11 Plan of
Reorganization, dated Feb. 11, 2009, is available at:

     http://bankrupt.com/misc/ShearinFamilyChapter11Plan.pdf

A full-text copy of the Debtor's Disclosure Statement, dated
Feb. 11, 2009, in support of its Chapter 11 Plan of Reorganization
is available at:

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

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Amy M. Faber,
Esq., at Stubbs & Perdue, P.A., and Trawick H. Stubbs, Jr., Esq.,
at Stubbs & Perdue, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of $46,327,546 and debts of $49,260,007.


SINCLAIR BROADCAST: Upsizes 2nd Lien Notes Offering to $500.0MM
---------------------------------------------------------------
Sinclair Broadcast Group, Inc., said its wholly owned subsidiary,
Sinclair Television Group, Inc., has priced its previously
announced private offering of senior secured second lien notes due
2017.  The offering was upsized to $500.0 million from the
original $430.0 million.  The Notes were priced at 97.264% of
their par value and will bear interest at a rate of 9.25% per
annum payable semi-annually on May 1 and November 1, commencing on
May 1, 2010.  The Second Lien Notes will mature on November 1,
2017.

Sinclair intends to use the net proceeds from the offering to fund
the tender offers for Sinclair's 3% Senior Convertible Notes and
4.875% Senior Convertible Notes, to pay amounts under STG's senior
secured bank credit facility and to pay fees and expenses related
to the Bank Credit Facility and the transactions contemplated by
the Memorandum of Understanding with Cunningham Broadcasting
Corporation.  The offering of the Notes is conditioned upon the
concurrent amendment and restatement of the Bank Credit Facility.

STG seeks to purchase for cash any and all of the $294.3 million
aggregate principal amount outstanding of 3.0% Convertible Senior
Notes due 2027 at a price of $980 per $1,000 in principal amount,
and the $143.5 million aggregate principal amount outstanding of
4.875% Convertible Senior Notes due 2018 at a price of $980 per
$1,000 in principal amount, of the Company's parent, Sinclair
Broadcast Group, Inc.

The proceeds from the offering of Second Lien Notes are expected
to be sufficient to cover any and all of the Securities accepted
for payment in the tender offers and no funds are expected to be
drawn from any facility under the Bank Credit Agreement, as the
same may be amended or restated from time to time.

The tender offers for the Convertible Notes expire at 12:00
midnight, New York City time on Thursday, November 5, 2009 unless
extended or earlier terminated by STG and are being made pursuant
to the Offer to Purchase, dated October 8, 2009, previously filed
with the Securities and Exchange Commission.

The Notes will not be registered under the Securities Act of 1933
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

                  About Sinclair Broadcast Group

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

As of June 30, 2009, the Company had $1.60 billion in total assets
and $1.75 billion in total liabilities.

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


SIX FLAGS: Disclosure Statement Hearing on November 5
-----------------------------------------------------
Six Flags Inc. and its affiliates will ask approval of the
disclosure statement explaining their proposed Chapter 11 plan of
reorganization on November 5, 2009.

Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, asserts the Disclosure Statement contains
adequate information to provide information that is "reasonably
practicable" to permit an "informed judgment" by creditors and
interest holders entitled to vote to accept or reject the Plan of
Reorganization.

Objections to the adequacy of the information in the Disclosure
Statement is due October 29.

At the hearing, the Debtors will also seek approval of the plan
solicitation procedures.

The Debtors propose November 5, 2009, as the record date for
purposes of determining (a) creditors or equity interest holders
entitled to receive Solicitation Packages or Rejecting Class
Notices as applicable and (b) creditors entitled to vote to accept
or reject the Plan.

The Debtors propose a December 11, 2009, at 4:00 p.m., deadline by
which all ballots will be received by the Debtors' voting agent,
Kurtzman Carson Consultants, which will perform all services
relating to the solicitation of votes on the Plan.

The Debtors contemplate a December 22, 2009 confirmation hearing
for the Plan.

                         Six Flags Plan

As previously reported by the TCR, Six Flags, Inc., Premier
International Holdings, Inc., and their debtor affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware a first amended joint plan of reorganization and an
accompanying disclosure statement, dated August 20, 2009.

Under the Plan, the holders of Prepetition Credit Agreement
Claims against Six Flags Theme Parks Inc. and certain of its
wholly-owned domestic subsidiaries will convert those Claims into
(i) approximately 92% of the New Common Stock to be issued by
Reorganized SFI, subject to dilution by the Long-Term Incentive
Plan, and (ii) a new term loan in the aggregate amount of
$600 million.

Based on the Debtors' estimate of Allowed Claims as of an assumed
December 31, 2009 Plan Effective Date in these Reorganization
Cases, the First Amended Plan provides for a recovery of:

  -- approximately 92.2% to 112.8% to holders of Six Flags Theme
     Parks, Inc. Prepetition Credit Agreement Claims;

  -- a 100% recovery for the holders of all Other Secured
     Claims;

  -- a 100% recovery for the holders of Unsecured Claims against
     all Debtors other than SFO and SFI;

  -- 8.2% to 12.4% to holders of Unsecured SFO Claims;

  -- 0.4% to 0.6% to holders of Unsecured SFI Claims; and

  -- no recovery for holders of Funtime, Inc. Claims,
     Subordination Securities Claims and Pre-confirmation Equity
     Interests in SFI.

A blacklined version of the First Amended Disclosure Statement is
available for free at:

       http://bankrupt.com/misc/sixf_1stplanblackline.pdf

A blacklined version of the First Amended Chapter 11 Plan is
available for free at:

       http://bankrupt.com/misc/sixf_1stdsblackline.pdf

                        Two Competing Plans

Resilient Capital Management LLC, which holds an undisclosed
number of Six Flags, Inc.'s redeemable shares, and a group of
noteholders have asked the Bankruptcy Court to terminate Six
Flags' plan exclusivity so that they could present their own
"superior" plans for the Debtors.

An informal committee of holders of 12.25% Senior Notes Due 2016
issued by Debtor Six Flags Operations, Inc., intends to file a
plan, which would provides creditors with more than 375% more
value in enhanced recoveries:

* Six Flags, Inc. Noteholders -- While the Debtors' Plan
   provides SFI Noteholders with merely 1.0% of the New Common
   Stock, the Alternative Plan provides SFI Noteholders with (i)
   3.6% of the New Common Stock, (ii) warrants to purchase up to
   an additional 5.0% of the New Common Stock, and (iii) rights
   to participate in the equity offering to purchase up to an
   additional 6.1% of the New Common Stock.

* SFO Noteholders -- While the Management Plan provides SFO
   Noteholders with only 7% of the New Common Stock, the
   Alternative Plan provides SFO Noteholders with (i)
   approximately 28% of the New Common Stock, and (ii) rights to
   participate in the equity offering to purchase up to an
   additional 61.7% to 69.4% of the New Common Stock.

* Lenders -- While the Debtors' Plan provides Lenders with
   92% of the New Common Stock, the Alternative Plan pays off
   the Lenders in full in cash and gives them the opportunity to
   participate in the New Term Loan.

Both the Noteholders Plan and Management Plan would wipe out
shareholders and holders of PIERS, mandatorily redeemable
preferred obligations.  Under the absolute priority rule of the
Bankruptcy Code, shareholders won't receive any recovery until all
creditors are paid in full.

Resilient says it is prepared to propose an alternative plan of
reorganization that provides a 100% recovery for all of Debtors'
creditor constituencies, including holders of PIERS.  Under
Resilient's Plan:

    -- Holders of secured term loans and revolving loans
       aggregating $1.11 billion will receive a new secured
       convertible note paying a 5% interest rate, plus warrants
       to purchase 1.5 million shares at $85 per share and
       warrants to purchase 2 million shares at $100 per share.

    -- Holders of SFO 2016 Notes aggregating $400 million will
       receive new SFO notes paying a 6% interest rate plus
       warrants to purchase 1 million shares at $85 per share and
       warrants to purchase 2 million shares at $100 per share.

    -- Holders of SFO 2015 Notes will have the maturity date
       extended on the notes to 2099 and will continue to bear
       interest at 4.5%.  They will also receive warrants to
       purchase 1.5 million shares at $85 per share and warrants
       to purchase 2 million shares at $100 per share.

    -- Holders of SFO 2010 Notes, SFI 2013 Notes, SFI 2014 Notes
       aggregating $588 million will receive Series A Perpetual
       Convertible Shares with dividend at 6%.  They will also
       receive warrants to purchase 1.5 million shares at $85 per
       share and warrants to purchase 2 million shares at $100 per
       share.

    -- Holders of PIERS totaling $287.5 million plus accrued and
       unpaid dividends of $31.3 million will receive Series B
       Perpetual Convertible Preferred Shares, which are
       subordinated to the Series A Perpetual Convertible
       Preferred Shares with dividends at the rate of 6%.  These
       shares will be convertible into 3,500,000 common shares of
       NEW SIX FLAGS.  They will also receive warrants to purchase
       1.0 million shares at $85 per share and warrants to
       purchase 2.0 million shares at $125 per share.

    -- Holders of 98,273,546 shares of common stock currently
       outstanding will receive 1,500,000 common shares of NEW SIX
       FLAGS.  They will also receive warrants to purchase
       1.5 million shares at $85 per share and warrants to
       purchase 2.0 million shares at $100 per share.

    -- Management will receive 500,000 common shares of NEW SIX
       FLAGS.  Management will also receive ten-year options to
       purchase 2.0 million shares of NEW SIX FLAGS common stock
       at a price of $85 per share.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: SFI Noteholders Doesn't Support Competing Plan
---------------------------------------------------------
Resilient Capital Management LLC, which holds an undisclosed
number of Six Flags, Inc.'s redeemable shares, and a group of
noteholders have asked the Bankruptcy Court to terminate Six
Flags' plan exclusivity so that they could present their own
"superior" plans for the Debtors.

The Debtors have filed a Chapter 11 plan.  But the informal
committee of holders of 12.25% Senior Notes Due 2016 issued by
Debtor Six Flags Operations, Inc., says it intends to file a plan,
which would provides creditors with more than 375% more value in
enhanced recoveries:

* Six Flags, Inc. Noteholders -- While the Debtors' Plan
   provides SFI Noteholders with merely 1.0% of the New Common
   Stock, the Alternative Plan provides SFI Noteholders with (i)
   3.6% of the New Common Stock, (ii) warrants to purchase up to
   an additional 5.0% of the New Common Stock, and (iii) rights
   to participate in the equity offering to purchase up to an
   additional 6.1% of the New Common Stock.

* SFO Noteholders -- While the Management Plan provides SFO
   Noteholders with only 7% of the New Common Stock, the
   Alternative Plan provides SFO Noteholders with (i)
   approximately 28% of the New Common Stock, and (ii) rights to
   participate in the equity offering to purchase up to an
   additional 61.7% to 69.4% of the New Common Stock.

* Lenders -- While the Debtors' Plan provides Lenders with
   92% of the New Common Stock, the Alternative Plan pays off
   the Lenders in full in cash and gives them the opportunity to
   participate in the New Term Loan.

Both the Noteholders Plan and Management Plan would wipe out
shareholders and holders of PIERS, mandatorily redeemable
preferred obligations.  Under the absolute priority rule of the
Bankruptcy Code, shareholders won't receive any recovery until all
creditors are paid in full.

Resilient says it is prepared to propose an alternative plan of
reorganization that provides a 100% recovery for all of Debtors'
creditor constituencies, including holders of PIERS.  Under
Resilient's Plan:

    -- Holders of secured term loans and revolving loans
       aggregating $1.11 billion will receive a new secured
       convertible note paying a 5% interest rate, plus warrants
       to purchase 1.5 million shares at $85 per share and
       warrants to purchase 2 million shares at $100 per share.

    -- Holders of SFO 2016 Notes aggregating $400 million will
       receive new SFO notes paying a 6% interest rate plus
       warrants to purchase 1 million shares at $85 per share and
       warrants to purchase 2 million shares at $100 per share.

    -- Holders of SFO 2015 Notes will have the maturity date
       extended on the notes to 2099 and will continue to bear
       interest at 4.5%.  They will also receive warrants to
       purchase 1.5 million shares at $85 per share and warrants
       to purchase 2 million shares at $100 per share.

    -- Holders of SFO 2010 Notes, SFI 2013 Notes, SFI 2014 Notes
       aggregating $588 million will receive Series A Perpetual
       Convertible Shares with dividend at 6%.  They will also
       receive warrants to purchase 1.5 million shares at $85 per
       share and warrants to purchase 2 million shares at $100 per
       share.

    -- Holders of PIERS totaling $287.5 million plus accrued and
       unpaid dividends of $31.3 million will receive Series B
       Perpetual Convertible Preferred Shares, which are
       subordinated to the Series A Perpetual Convertible
       Preferred Shares with dividends at the rate of 6%.  These
       shares will be convertible into 3,500,000 common shares of
       NEW SIX FLAGS.  They will also receive warrants to purchase
       1.0 million shares at $85 per share and warrants to
       purchase 2.0 million shares at $125 per share.

    -- Holders of 98,273,546 shares of common stock currently
       outstanding will receive 1,500,000 common shares of NEW SIX
       FLAGS.  They will also receive warrants to purchase
       1.5 million shares at $85 per share and warrants to
       purchase 2.0 million shares at $100 per share.

    -- Management will receive 500,000 common shares of NEW SIX
       FLAGS.  Management will also receive ten-year options to
       purchase 2.0 million shares of NEW SIX FLAGS common stock
       at a price of $85 per share.

                    SFI Noteholders Object

A group of holders of more than $230 million of the more than
$870,000,000 notes issued by Six Flags, Inc., opposes the
Emergency Motion filed by the Informal Committee of Noteholders
of Six Flags Operations, Inc., to terminate exclusivity and
propose an alternative plan complaining that the SFO Noteholders'
Proposed Plan is also patently unconfirmable as its formulation
did not involve any negotiations with any fiduciary or
unconflicted SFI creditor constituency.

As a result, Neil B. Glassman, Esq., at Bayard, P.A., in
Wilmington, Delaware, points out, the SFO Noteholders' Plan
suffers many flaws that are contained in the Debtors' current
Plan, like its reliance on the premise that SFI should be forced
to contribute the SFI Assets for the benefit of the Debtors'
other creditors.  For these reasons, the SFI Noteholders assert
that the SFO Noteholders' Motion to Terminate should be denied.

Hearing on this issue will be continued to a date to be
determined, according to the Debtors' counsel, Zachary I.
Shapiro, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware.

                 Debtors Request for Depositions

In separate filings, the Debtors inform the Court that took the
depositions of these individuals with regards to the Informal
Committee of SFO Noteholders' Emergency Motion to terminate the
Debtors' Exclusivity Periods:

Name                           Deposition Date & Time
----                          ----------------------
Michael Elkins                October 14, 2009, 12:00 p.m.
Marc Lasry                    October 15, 2009, 9:00 a.m.
Mark Shapiro                  October 15, 2009, 12:00 p.m.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Time to Decide on Leases Extended Until Jan. 9
---------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware granted Six Flags Inc. and its
units' request for an extension until January 9, 2010, of the time
for the Debtors to determine whether they must assume or reject
their real property leases.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SMURFIT-STONE: Bankruptcy Court Okays Union Arbitration Fight
-------------------------------------------------------------
Law360 reports that a federal judge has signed off on an agreement
between Smurfit-Stone Container Corp. and a union, allowing
litigation over an employment arbitration award to proceed.

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
Previously asked the Bankruptcy Court to lift the automatic stay
to allow litigation to continue in USW's civil action against the
Debtors.

According to Susan E. Kaufman, Esq., at Cooch and Taylor P.A., in
Wilmington, Delaware, USW and the Debtors are parties to a
collective bargaining agreement governing the Debtors'
manufacturing facility in Atlanta, Georgia.  On September 15,
2005, the Debtors terminated Clifford Adams and accordingly, the
USW filed a grievance under the CBA protesting the Debtors'
termination of Mr. Adams.  Arbitrator Joe D. Woodward found that
the discharge of Mr. Adams violated the CBA and ordered that Mr.
Adams be "immediately reinstated with such accommodations as are
necessary to employ Mr. Adams in a comparable position, as nearly
as possible, to the one from which he was discharged.  However,
Ms. Kaufman tells the Court that the Debtors have not
reinstated Mr. Adams and have not paid his back wages.

Prior to the Petition Date, USW and its Local Union No. 703 filed
a complaint against the Debtors in the United States District
Court for the Northern District of Georgia.  In the complaint,
USW sought an order compelling the Debtors to comply with the
Award.  The Debtors subsequently filed an answer to the
complaint.

Ms. Kaufman contends that "good cause" exists to modify the
automatic stay.  She notes that discovery in the Civil Action
will be minimal given the extremely limited grounds for refusing
to comply with a labor arbitration award.

                          About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOUTHEAST WAFFLES: Counsel Want Reimbursement of Almost $188,000
----------------------------------------------------------------
E. Thomas Wood at NashvillePost.com reports that Harwell Howard
Hyne Gabbert & Manner, SouthEast Waffles LLC's bankruptcy counsel,
is seeking the Bankruptcy Court's approval for a final installment
of almost $188,000 in fees and expenses, now that Waffle House
Inc. has acquired the Company's restaurants.  NashvillePost.com
relates that the combined with interim payments awarded to the
firm over the past year, the last installment will bring Harwell
Howard's total compensation on the case to over $737,000.

Headquartered in Nashville, Tennessee, SouthEast Waffles, LLC dba
Waffle House -- http://www.southeastwaffles.com/-- operates
restaurants.  The Company filed for Chapter 11 protection on
August 25, 2008 (Bankr. M.D. Tenn. Case No. 08-07552).  Barbara
Dale Holmes, Esq., David Phillip Canas, Esq., Glenn Benton Rose,
Esq., and Tracy M. Lujan, Esq., at Harwell Howard Hyne Gabbert &
Manner represent the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
assets and debt of between $10 million and $50 million each.


STALLION OILFIED: WTC Serving as Agent to Lenders Owed $259MM
-------------------------------------------------------------
Wilmington Trust said it is serving as administrative agent for
the credit facility, not extending credit, in a transaction that
provides financing to Stallion Oilfield Services Ltd., which filed
for Chapter 11 protection in the United States Bankruptcy Court
for the District of Delaware.

News reports may have implied that Wilmington Trust is providing
$259.3 million in credit to Stallion Oilfield Services.  In fact,
Wilmington Trust is not a lender to Stallion Oilfield Services.
The bankruptcy filing of Stallion Oilfield Services poses no
credit or investment risk to Wilmington Trust, nor does it affect
Wilmington Trust's balance sheet.  Wilmington Trust represents the
lenders as an agent, providing loan administrative services, such
as maintaining the register of lenders, receiving borrower
payments and making lender payments, and receiving and
disseminating covenant and other information to lenders, among
other duties.  Wilmington Trust is paid a fee for providing these
services.

Wilmington Trust's CCS business offers institutional trustee,
agency, asset management, retirement plan, and administrative
services for clients worldwide who use capital market financing
structures, as well as those who seek to establish or maintain
nexus, or legal residency, for special purpose entities. Because
Wilmington Trust does not underwrite securities offerings or
provide investment banking services, it is able to deliver
corporate trust services that are conflict-free.

                   About Wilmington Trust

Wilmington Trust Corporation is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory Services for high-net-worth
clients in 36 countries, and Corporate Client Services for
institutional clients in 88 countries.  Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey,
New York, Pennsylvania, South Carolina, Vermont, the Cayman
Islands, the Channel Islands, London, Dublin, Frankfurt,
Luxembourg, and Amsterdam.

                    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.

Stallion Oilfield, in its petition, listed both assets and debts
between $500 million and $1 billion.


STALLION OILFIELD: Hopes to Emerge from Chapter 11 by Year's End
----------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, a lawyer for
Stallion Oilfield Services Ltd., told the Bankruptcy Court at a
hearing on October 19 that the Company plans to emerge from
reorganization by the year's end.

Stallion Oilfield Services Ltd. and its debtor-affiliates have
delivered to the Bankruptcy Court a proposed Chapter 11 plan
negotiated with lenders prepetition.

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.

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.

Stallion Oilfield listed both assets and debts between $500
million and $1 billion in its petition.


STARS & STRIPES PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Stars & Stripes Properties, LLC
        an Arizona limited liability company
        3139 E. Linda Lane
        Gilbert, AZ 85234

Case No.: 09-26342

Type of Business: The Debtor operates storage units.

Chapter 11 Petition Date: October 19, 2009

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Michael W. Baldwin, Esq.
                  Law Offices Of Michael Baldwin PLC
                  P.O. Box 35487
                  Tucson, AZ 85740-5487
                  Tel: (520) 792-3600
                  Fax: (520) 792-8616
                  Email: michael.baldwin@azbar.org

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

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.


STATE OF CALIFORNIA: Sues State Street for Alleged Overcharging
---------------------------------------------------------------
California's Attorney General Jerry Brown said that the state has
filed a lawsuit against State Street Corp. for allegedly
defrauding the state's two largest pension funds, Stu Woo and
Jennifer Levitz at The Wall Street Journal report.

The state of California is seeking more than $200 million in
damages, The Journal says.

According to The Journal, the lawsuit was filed in a state
Superior Court in Sacramento in 2008 and unsealed Tuesday and
alleges that State Street illegally overcharged the California
Public Employees' Retirement System, or CalPERS, and the
California State Teachers' Retirement System, or CaLSTRS, by
$56.6 million by improperly executing foreign-currency trades
since 2001.

The Journal relates that State Street denies any allegations of
wrong-doing, but Mr. Brown alleged that the bank breached its
contracts with the $200 billion CalPERS and the $130 billion
CalSTRS.


STATION CASINOS: Committee Gets Nod to Tap Fried Frank as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Station Casinos
Inc.'s cases obtained the Court's permission to retain Fried,
Frank, Harris, Shriver & Jacobson LLP as counsel, effective as of
August 19, 2009.

As counsel to the Committee, Fried Frank will provide these
services:

  (a) Advise the Committee of its rights and obligations and
      performance of its duties during the administration of
      the Chapter 11 cases, including in the performance of its
      duties as set forth in Section 1103 of the Bankruptcy
      Code;

  (b) Attend meetings and negotiations with the Debtors and
      other parties-in-interest in the Cases;

  (c) Take all necessary action to protect and preserve the
      Debtors' estates for the benefit of the Creditors'
      Committee and unsecured creditors generally, including:
      the prosecution of actions on the Committee's behalf, the
      defense of actions taken against the Committee,
      negotiations concerning litigation in which the Committee
      is involved, and objecting to claims filed against the
      estate which are believed to be inaccurate;

  (d) Negotiate and prepare, on the Committee's behalf, any
      revisions, objections or necessary changes to any proposed
      plan of reorganization and related papers;

  (e) Represent the Committee in proceedings before the Court
      or other courts of jurisdiction over the Cases,
      including: preparing and reviewing motions, answers and
      orders necessary to protect the interests of the
      Committee;

  (f) Assist the Committee and its professionals in developing
      legal positions and strategies with respect to all facets
      of the Cases;

  (g) Provide other counsel and advice as the Committee or its
      professionals may require in connection with the Cases;
      and

  (h) Perform any other legal services requested by the
      Committee in connection with the Cases and the
      confirmation and implementation of a plan reorganization.

The Debtors will pay and reimburse Fried Frank for fees and out-
of-pocket expenses it incurred in the Chapter 11 case.

Fried Frank's hourly rates are:

Professional            Hourly Rate
------------            -----------
Partners                $735 - $1,100
Of Counsel              $735 - $950
Special Counsel         $665 - $690
Associates              $360 - $600
Legal Assistants        $180 - $265

These professionals are expected to take a lead in the
representing the Committee in the Debtors' cases:

Professional            Hourly Rate
------------            -----------
Brad Eric Scheler         $1,100
Bonnie Steingart            $880
Marissa Soto                $500
Melissa Weiss               $470
E.J. Shane                  $235

Bonnie Steingart, Esq., a member of Fried, Frank, Harris, Shriver
& Jacobson LLP, assures the Court that his firm (a) is not a
creditor or insider of the Debtors; (b) does not hold or
represent an interest adverse to the Committee or the Debtors;
(c) is a "disinterested person" as defined by Section 101(14) and
used in Section 328(c); (d) does not represent any other
creditor, party in interest, or entity in the Cases; and
(e) has no connection with the Committee the Debtors, their
creditors, or other parties in interest in the Cases.

Fried Frank is located at One New York Plaza, in New York.

                       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 Wins OK for Greenberg as Nevada Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors obtained the Court's
permission to retain Greenberg Traurig, LLP, as Nevada bankruptcy
counsel, effective as of the Petition Date.

Before the Petition Date, GT was asked to represent the ad hoc
committee of senior and subordinated noteholders of Debtor
Station Casinos, Inc.  On or around July 27, 2009, GT received a
retainer from SCI totaling $150,000 for GT's representation of
the AHC and in anticipation that the representation would convert
to the representation of an official committee of unsecured
creditors once one was appointed by the Office of the United
States Trustee.  GT has provided services to the AHC prior to the
Petition Date and to the AHC and the Committee since the Petition
Date; including, commencing negotiations with Debtors' lenders,
preparing for the filing of the Chapter 11 cases, and advising
the AHC, and later the Committee, regarding the Debtors' first
day motions.

Several members serving on the Committee were formerly member of,
and served on, the AHC.

The Committee formally engaged GT to represent the Committee as
Nevada bankruptcy counsel during the pendency of the Cases, which
engagement is subject to approval of the Court.  GT anticipates
that the $150,000 Advance Payment Retainer will be applied to the
first of the awards.

GT will represent the Committee solely as Nevada local bankruptcy
counsel and is expected to provide a supporting role in the
Cases, together with Quinn Emanuel Urquhart Oliver & Hedges, LLP,
special litigation counsel and Fried, Frank, Harris, Shriver &
Jacobson, LLP, as lead counsel.  GT and Quinn Emmanuel will
assist Fried Frank where necessary in each phase of the work
Fried Frank does as lead counsel on behalf of the Committee.  The
Committee has been assured that the services of GT and Quinn
Emanuel will not be unnecessarily duplicative of the services to
be provided by Fried Frank and that all three firms will
cooperate with one another to provide the most efficient
representation possible.

The professional services that GT will render to the Committee
will include:

  (a) Serving as local bankruptcy counsel to the Committee and
      its professionals, including assisting Fried Frank and
      Quinn Emmanuel, as requested;

  (b) Advising the Committee of its rights and obligations and
      performance of its duties during administration of the
      Cases, including in the performance of its duties as set
      forth Section 1103 of the Bankruptcy Code;

  (c) Attend meetings and negotiations with the Debtors and
      other parties-in-interest in the Cases;

  (d) Taking all necessary action to protect and preserve the
      Debtors' estates for the benefit of the Committee and
      unsecured creditors generally, including: the prosecution
      of actions on the Committee's behalf, the defense of any
      actions taken against the Committee, negotiations
      concerning all litigation in which the Committee is
      involved, and objecting to claims filed against the estate
      which are believed to be inaccurate;

  (e) Negotiating and preparing, on the Committee's behalf, any
      revisions, objections or necessary changes to any proposed
      plan of reorganization and its related papers;

  (f) Representing the Committee in all proceedings before the
      Court or other courts of jurisdiction over the Cases;
      including, preparing or reviewing all motions, answers and
      orders necessary to protect the interests of the Committee
      and ensuring that the pleadings are in compliance with the
      Court's local practice and Local Rules;

  (g) Assisting the Committee and its professionals in
      developing legal positions and strategies with respect to
      all facets of the Cases;

  (h) Providing other counsel and advice as the Committee or its
      professionals may require in connection with the Cases;
      and

  (i) Working closely with, while taking care not to duplicate
      services of, lead counsel for the Committee, and other
      professionals the Committee may retain, in the Cases.

The Debtors will pay and reimburse GT for fees and out-of-pocket
expenses it in the Chapter 11 cases.

GT's current hourly rates applicable to the principal attorneys
and paraprofessionals proposed to represent the Committee are:

  Professional                         Hourly Rate
  ------------                         -----------
  Brett A. Axelrod - Shareholder           $575
  Anne M. Loraditch - Associate            $425
  Micaela Rustia - Associate               $370
  Shauna L. Welsh - Associate              $230
  Patricia M. Kois - Paralegal             $205

Other attorneys and paraprofessionals will render services to the
Committee, as needed.  Generally, GT's hourly rates are in these
ranges:

  Professional                         Hourly Rate
  ------------                         -----------
  Shareholders                        $335 - $1,050
  Of Counsel/Special Counsel           $350 - $900
  Associates                           $175 - $565
  Legal Assistants/Paralegals           $65 - $310

Brett Axelrod, Esq., a shareholder of Greenberg Traurig, LLP,
tells the Court that to of his knowledge, GT, its shareholders,
of counsel and associates:

  (a) Are not creditors or insiders of Debtors;

  (c) Are not and were not, within two years before the Petition
      Date, a director, officer, or employee of Debtors; and

  (c) Do not hold an interest materially adverse to the interest
      of the estate or of any class of creditors or equity
      holders.

A full-text copy of the Retention Agreement entered into by and
between the Committee and GT, accompanied with lists of of
current and former clients of GT which have direct or indirect
connection with the Debtors, is available for free at:

     http://bankrupt.com/misc/SC_GTAgreement&ClientDisc.pdf

Greenberg Traurig, LLP, is located at Suite 400 North, at 3773
Howard Hughes Parkway, in Las Vegas, Nevada.

                       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: Lukevich Suit Can't Continue Until Emergence
-------------------------------------------------------------
Josh Lukevich, Cathy Scott and Julie St. Cyr, individually and on
behalf of all others similarly situated will have to wait until at
least April 2010 to continue their class suit against Station
Casinos Inc. and non-debtor defendants, the Las Vegas Review-
Journal reported on October 6, 2009.

According to report, Judge Gregg Zive modified the automatic stay
to prevent the former employees' lawsuit from proceeding to trial
until SCI emerged from Chapter 11 bankruptcy.  Judge Zive's
ruling extends the stay for another 180 days, the report said.

"I do not believe the 180 days causes any prejudice to the
plaintiffs other than a short delay in going to trial," Las Vegas
Review-Journal quoted Judge Zive as saying.  "I believe that (the
180 days) provides the debtor entities with more than sufficient
time to engage in the reorganization effort and not to be
distracted by this case because obviously, the discovery will be
aimed, to some degree at the debtor entities," the news agency
further quoted Judge Zive as saying.

                            The Motion

Josh Lukevich, Cathy Scott and Julie St. Cyr, individually and on
behalf of all others similarly situated ask the United States
Bankrupty Court for the District of Nevada to enter an order:

  (1) lifting the automatic stay of Section 362(a)(1) of the
      Bankruptcy Code to allow an action pending in the Eight
      Judicial District Court for the State of Nevada, in and of
      Clark County, entitled Lukevich, Scott and St. Cyr v.
      Station Casino, Inc., Charleston Station, LLC, Palace
      Station Hotel & Casino, Inc., Boulder Station, Inc., Santa
      Fe Station, Inc., Rancho Station, LLC, Tropicana Station,
      Inc., Texas Station, LLC, Sunset Station, Inc., Fiesta
      Station, Inc., Lake Mead Station, Inc., Magic Star
      Station, LLC and Gold Rush Station, LLC, Case No.
      A-09-595614-C, Dept. No. V, to proceed to judgment and any
      post-judgment litigation; and

  (2) abstaining in favor of the State Court to adjudicate the
      Class Action.

The State Court Action asserts claims for earned and unpaid wages
on behalf of Mr. Lukevich and other 20,000 or so hourly employees
working for SCI and the named defendants.

Cecilia Lee, Esq., at Cecilia Lee, Ltd., in Reno, Nevada,
complains that both SCI and the Non-debtor Defendants desire an
indefinite stay of the entire Class Action without regard to the
requirements imposed on SCI by Chapter 11 of the Bankruptcy Code.

Ms. Lee and Charles Jones, Esq., at Mcinerney & Jones, in Reno,
Nevada, filed declarations in support of the Motion.

In a declaration filed with the Court, counsel for SCI, Luanne
Sacks, Esq., at DLA Piper LLP (US), in San Francisco California,
discloses that she reviewed the Station Companies' insurance
coverage and determined that they do not have insurance to cover
Lukevich, et al., claims alleged in the Lukevich action.  As a
result, the Station Companies will carry the burden of the
expense of their defense.

According to Ms. Sacks, the Station Subsidiaries will file a
dispositive motion in the Nevada state court based on a recently-
published opinion, Baldonado v. Wynn Las Vegas, 194 P.3d 96 (Nev.
2008). In Baldonado, the Nevada Supreme Court ruled that the
plaintiffs in that case could not prosecute their class claims
based on purported violations of subsections of Nevada's labor
laws because the legislature intended that the Nevada Labor
Commissioner would have the sole authority to prosecute the
alleged violations.

Ms. Sacks relates that taking into account discovery, discovery
disputes, pleading, certification and summary judgment motions,
and related interlocutory writs and appeals, it is likely that
the recently filed state court action will proceed for another
three to four years before trial, with attendant attorneys fees
and costs in excess of $3,000,000.

Ms. Sacks tells the Court that since December 2006, Station
Casinos has rounded hourly employees' punch-in and punch-out
times up to seven minutes.  As a result, for payroll purposes,
Station Casinos rounded an hourly employee's time to the hour in
the event that that employee clocked in within seven minutes
before or after the hour, and the same is true regarding the
employee's clock out time.   The Station Companies contend that
they "round" employees' clock in and clock out times for a
variety of reasons.  Rounding is intended to provide employees
with time to enter and exit their work locations in an orderly
manner, so they can engage in activities like walking to and from
their work stations, using the restroom, stopping by their
lockers, and checking their appearance. The policy is also
intended to provide parameters within which employees know when
they may properly dock in and/or out and arrive at their work
stations on time and prepared.

The Station Companies expect Lukevich, et al.'s claims for
alleged violations of Nevada's wage and hour and other state laws
to fail, Ms. Sacks says.

                     SCI Opposes Motion

Debtor Station Casinos, Inc. opposes to the Motion asserting that
its Chapter 11 case not an "eve of trial" case where courts in
the Ninth Circuit traditionally grant relief from the automatic
stay to enable long pending state court cases to go to trial.
Rather, SCI says, the state court case will inevitably require
several years for pre-trial discovery and motion practice to even
get to trial.  Therefore, the rebuttable presumption in the Ninth
Circuit, that a chapter 11 debtor is entitled to the breathing
room provided by the automatic stay to allow it to focus on
reorganization, applies, and Lukevich, et al., have provided no
compelling argument to overcome that presumption.

Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
Los Angeles, California, tells the Court that Lukevich, et al.,
state court case will likely take three to four years to get to
trial.  According to Mr. Aronzon, the Bankruptcy Court already
knows enough about the Chapter 11 case to reasonably conclude
that there will be a confirmed plan long before three years are
up, and that, therefore, three years cannot possibly be
considered timely adjudication of Lukevich, et al.,'s claims.
Clearly, Mr. Aronzon asserts, abstention is not the issue, indeed
it is nothing more than a red herring.  SCI is entitled by clear
statutory and caselaw authority to the benefit of the automatic
stay, and proving that abstention might apply to Lukevich, et
al.,'s claims is a meaningless and unconvincing exercise, Mr.
Aronzon relates.

                       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)


STEVEN LEROY AYRES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Steven Leroy Ayres
               Janine Ayres
               1505 Mendota Drive
               Boulder City, NV 89005

Bankruptcy Case No.: 09-29651

Chapter 11 Petition Date: October 19, 2009

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

Judge: Mike K. Nakagawa

Debtors' Counsel: C Andrew Wariner, Esq.
                  823 Las Vegas Blvd So, Suite 500
                  Las Vegas, NV 89101
                  Tel: (702) 953-0404
                  Fax: 702-989-5388
                  Email: awariner@lvbklaw.com

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

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

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

            http://bankrupt.com/misc/nvb09-29651.pdf

The petition was signed by the Joint Debtors.


SUN MICROSYSTEMS: Will Lay Off 3,000 Employees
----------------------------------------------
Ben Worthen at The Wall Street Journal reports that Sun
Microsystems Inc. said it will lay off 3,000 workers, or about 10%
of its work force, due to delays in the closing of its purchase by
Oracle Corp.  The Journal notes that that deal was originally
expected to close over the summer, but a review by European
regulators has been holding up the transactions.

Sun Microsystems was losing $100 million a month, The Journal
says, citing Oracle CEO Larry Ellison.

Effective October 20, 2009, the Board of Directors of Sun
Microsystems approved a plan to better align the Company's
resources with its strategic business objectives, including
reducing its workforce across the North America, EMEA, APAC, and
Emerging Markets regions by up to 3,000 employees over the next 12
months.  The Company expects to incur total charges ranging from
$75 million to $125 million over the next several quarters in
connection with the Restructuring Plan, the majority of which
relates to cash severance costs and is expected to be incurred in
the second and third quarters of the fiscal year ending June 30,
2010.

The cuts are already under way, The Journal states, citing a Sun
Microsystems spokesperson.

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: JAVA) -- http://sun.com/-- provides network computing
infrastructure product and service solutions worldwide.  Sun
Microsystems conducts business in 100 countries around the
globe, including Brazil, Argentina, India, Hungary, United
Kingdom, among others.

                          *     *     *

As reported by the Troubled Company Reporter on April 22, 2009,
Moody's placed the Ba1 corporate family and probability of
default ratings of Sun Microsystems, Inc., on review for possible
upgrade following the company's announcement that it has entered
into a definitive agreement to be purchased by Oracle for $9.50
per share or approximately $7.4 billion in cash ($5.6 billion net
of the company's cash and debt).  The transaction, which has been
approved by Sun's board of directors, is expected to close this
summer, subject to shareholder and regulatory approval as well as
standard closing conditions.

According to the TCR on April 22, 2009, Standard & Poor's Ratings
Services said that it revised its CreditWatch listing, including
that for its  'BB+' corporate credit rating, on Santa Clara,
California-based Sun Microsystems Inc. to CreditWatch with
positive implications from CreditWatch with developing
implications.


SWIFT CORP: S&P Affirms Corporate Credit Rating at 'CCC+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Phoenix-based Swift Corp., including the 'CCC+' long-
term corporate credit rating on the company.  Swift is the holding
company for Swift Transportation Co. Inc., one of the largest
truckload carriers in the U.S.  S&P also removed the ratings from
CreditWatch, where S&P had placed them with negative implications
on Feb. 10, 2009.  The outlook is stable.

"The rating action reflects Swift's improved liquidity position
following an amendment to its covenants, reduced capital
expenditures, and modest debt maturities over the next few years,"
said Standard & Poor's credit analyst Anita Ogbara.

Standard & Poor's expects modest improvement in credit metrics and
liquidity position over the next few quarters, as Swift continues
to implement cost-saving initiatives, and as freight volumes
improve.

"Still, earnings and cash flow will likely remain under pressure
in the near term, given the weak operating environment in the
truckload sector," Ms. Ogbara added.

The ratings on Swift reflect its participation in the highly
fragmented, cyclical, and capital-intensive TL trucking segment,
the company's highly leveraged financial profile, and its limited
liquidity.  The company's position as one of the largest TL
carriers in the U.S. and growing positions in the intermodal and
dedicated trucking businesses somewhat offset these factors.

Standard & Poor's expects Swift's operating results, credit
measures, and liquidity position to strengthen by early 2010.  S&P
could raise the ratings if earnings improvement bolsters liquidity
and the company consistently maintains total debt to EBITDA at
less than 7x.  Alternatively, S&P could lower the ratings if the
company's liquidity position becomes constrained due to covenant
pressures under its amended credit facility.


TEKNI-PLEX INC: European Unit Acquires Top-Seals Business
---------------------------------------------------------
Tekni-Plex, Inc., said its European subsidiary, Tekni-Plex Europe
NV, had acquired substantially all the assets of Top-Seals
Dichtungseinlagen GmbH. Top Seals, located near Hannover, Germany,
is a producer of liners and gaskets for the closure industry,
selling primarily into the European market.  Top Seals has been
operating for twenty years and has established a solid reputation
for providing excellent customer value through its products and
associated services.

Tekni-Plex Europe NV, with operations in Belgium, Italy and
Northern Ireland, supplies the packaging, pharmaceutical and
medical device markets under the names Action Technology,
Tri-Seal(R), Natvar(R), Tekni-Films and Colorite(R).

Luc Vercruyssen, Managing Director of Tekni-Plex Europe NV,
stated: "The addition of Top-Seals GmbH will strengthen our
position as a global, top-class supplier of liners and gaskets to
the packaging industry.  We expect that linking the manufacturing
technologies of Top-Seals and Tri-Seal(R) will enhance our
business development activities, and the synergy between the two
companies will enhance our growth prospects as we provide
reliable, high-quality manufacturing, technologically innovative
products and a focus on customer service and solutions.  Through
the world-wide organization of Tekni-Plex, Inc. we will bring
these offerings not only to our European customers, but also to
customers around the globe."

Paul Young, CEO of Tekni-Plex, Inc., stated: "We have long admired
the Top-Seals business and are happy to add it to our portfolio of
European businesses."

The acquired company will operate under the name Top-Seals GmbH.

                         About Tekni-Plex

Tekni-Plex, Inc. -- http://www.tekni-plex.com/-- is a global,
diversified manufacturer of packaging, packaging products and
materials, as well as tubing products.  The Company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
The Company has operations in the United States, Europe, China,
Argentina and Canada.

The Company's operations are aligned under two business segments:
Packaging and Tubing Products.  Representative product lines in
the Packaging segment include foam egg cartons; pharmaceutical
blister films; poultry and meat processor trays; closure liners;
aerosol and pump packaging components; and foam plates.
Representative product lines in the Tubing Products segment
include garden and irrigation hose; medical tubing; and aeration
hose.  The Company also manufactures other products that do not
fit in either of these segments, including vinyl compounds.

Tekni-Plex has not filed financial reports in 2009.  On June 27,
2008, Tekni-Plex said it had initiated an internal investigation
regarding the Company's financial records.

                           *     *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Moody's Investors Service withdrew the ratings for Tekni-Plex due
to a lack of sufficient information to assess the creditworthiness
of the company.  The Company is a voluntary filer and has obtained
waivers from its lenders allowing it until December 31, 2009, to
file the required statements.  Although the Company has
successfully restructured and reduced its debt and secured
financing to continue operating, the lack of published financial
data leaves insufficient information to assess effectively the
creditworthiness of the issuer, Moody's said.  The Company has
also declined to provide any information to Moody's to facilitate
the continuation of ratings coverage.

These ratings were withdrawn:

  -- $150 million 10.87% sr. secured notes due 2012, Caa1 (LGD2,
     16%)

  -- $275 million 12-3/4% sr. subordinated notes due 2010, C
     (LGD5, 85%)

  -- $40 million 12-3/4% sr. subordinated notes due 2010, C (LGD5,
     85%)

  -- $275 million 8.75% sr. secured second lien notes due 2013,
     Caa3 (LGD3, 46%)

  -- Caa3 Corporate Family Rating

  -- Caa3/LD Probability of Default Rating


TELETOUCH COMMUNICATIONS: In Talks with Promissory Note Holders
---------------------------------------------------------------
Teletouch Communications, Inc., reports that its debt obligations
for the next 12 months are roughly $1.4 million but the Company is
currently in negotiation with the holders of certain promissory
notes issued to redeem certain redeemable common stock warrants
that accounts for roughly $1.1 million of its current debt
obligations.

Even if the Company is unsuccessful in negotiating an extension of
these warrant redemption notes payable, the Company believes it
has sufficient cash to meet its obligations for at least the next
12 months.

Last week, the Company reported $0 net income on $6,659,000 in
service, rent and maintenance revenue and $4,800,000 in product
sales revenue for the three months ended August 31, 2009.  For the
same period in 2008, the Company posted a net loss of $446,000 on
$7,001,000 in service, rent and maintenance revenue and $5,885,000
in product sales revenue.

As of August 31, 2009, the Company has $22,081,000 in total assets
against $32,432,000 in total liabilities, resulting in $10,351,000
in shareholders' deficit.  As of August 31, 2009, the Company has
$3,756,000 cash on hand and available borrowings under its current
credit facilities of up to $4,497,000 against future accounts
receivable and $1,714,000 that can be borrowed against purchases
of assets, other than accounts receivable.

For 2010, the Company expects its operations to continue to
improve and believes that it has sufficient cash and cash
available under its current financing facilities to meet its
obligations in the upcoming 12 months.

The Company has said the impact of the expiration of the
distribution agreement with AT&T for the Dallas/Fort Worth market
is not expected to have a significant negative impact on
operations during the next 12 months.  The Company is in the
process of finalizing new distribution agreements with other
cellular and related service carriers and providers and expects to
launch these new products and services beginning in the second
quarter of fiscal 2010.

The Company will continue to manage expenses to align with any
continued reductions in revenues, if it is not able to offset
these declines with its new revenue initiatives. During fiscal
2008 and 2009 and continuing through the first quarter ended
August 31, 2009, the Company has demonstrated its ability to
manage expenses to drive material improvement in its operating
results.  For the remainder of 2010, the Company is prepared to
continue reducing expenses, if necessary, to maintain stability in
its operating results.  Certain non-recurring expenses are
expected to be incurred throughout the remainder of 2010, but the
Company believes these will be manageable and will not impact its
ability to service any of its payment obligations for the next 12
months.

A full-text copy of the Company's quarterly report is available at
no charge at http://ResearchArchives.com/t/s?472a

For over 40 years, Teletouch Communications, Inc. --
http://www.Teletouch.com/-- has offered a comprehensive suite of
telecommunications products and services including cellular, two-
way radio, GPS-telemetry, wireless messaging and public
safety/emergency response vehicle products and services throughout
the U.S.  With over 80,000 wireless customers, Teletouch's wholly-
owned subsidiary, Progressive Concepts, Inc. (PCI), is a leading
provider of ATT Mobility(R) (NYSE: T) services (voice, data and
entertainment), as well as other mobile, portable and personal
electronics products and services to individuals, businesses and
government agencies.


THIELE MANUFACTURING: Checks for Employees Cleared
--------------------------------------------------
WJACTV.com reports that checks for some of Thiele Manufacturing's
Somerset County workers have been cleared days after leaders told
them to hold off on cashing their checks.  According to
WJACTV.com, Thiele Manufacturing employees said on Monday that
their checks hadn't yet cleared and the union is still trying to
find out more information.

Pittsburgh, Pennsylvania-based Thiele Manufacturing, LLC, filed
for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court
for the Western District of Pennsylvania on December 19, 2008
(Bankr. W.D. Pa. Case No. 08-28469).  Richard R. Tarantine, Esq.,
who has an office in Pittsburgh, Pennsylvania, assists the company
in its restructuring effort.  The company listed $1,000,001 to
$10,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


TOWNSEND LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Townsend, LLC
        309 S Willow Ave
        Tampa, FL 33606

Bankruptcy Case No.: 09-35760

Chapter 11 Petition Date: October 19, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair, Jr.

Debtor's Counsel: Paul N. Rudolph, Esq.
                  Suite 316, 222 2nd Avenue N
                  Nashville, TN 37201-1658
                  Tel: (615) 256-5354
                  Email: paulrudolph@bellsouth.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 E. William Henry, chief manager of the
Company.


TRUE TEMPER: U.S. Trustee Couldn't Form Creditors' Committee
------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, said
that she was unable to appoint creditors to serve on the Official
Committee of Unsecured Creditors for True Temper Sports Inc. and
its debtor-affiliates due to insufficient response to the United
States Trustee communication for service on the committee.

True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world.  True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.

As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.

True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446).  Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort.  Logan & Company serves as claims and notice
agent.  Bankruptcy Judge Peter J. Walsh handles the case.


TRUMP ENTERTAINMENT: Donald Trump Discloses 8.28% Equity Stake
--------------------------------------------------------------
Donald J. Trump discloses holding 2,745,758 shares or roughly
8.28% of the common stock of Trump Entertainment Resorts, Inc.

Ace Entertainment Holdings Inc., a New Jersey corporation wholly
owned by Mr. Trump and formerly known as Trump Casinos, Inc.,
discloses holding 1,407 TER shares.

On October 7, 2009, Trump Entertainment Resorts Holdings, L.P. --
Restructured Partnership -- formerly known as Trump Hotels &
Casino Resorts Holdings, L.P. -- Former Partnership; Trump
Entertainment Resorts, Inc. -- Restructured Company -- formerly
known as Trump Hotels & Casino Resorts, Inc. -- Former Company;
BNAC Inc., an affiliate of Beal Bank Nevada; and Mr. Trump entered
into an Amendment dated as of October 5 to the 2009 Purchase
Agreement.

The 2009 Purchase Agreement Amendment amends the 2009 Purchase
Agreement to provide that, subject to the terms and conditions set
forth therein and in connection with the 2009 Plan, BNAC and Mr.
Trump will contribute additional capital of $13,937,300 to the
Restructured Partnership for the purpose of funding the payment of
such amount to holders of claims under the 8-1/2% Senior Secured
Notes due 2015 issued by the Restructured Partnership and Trump
Entertainment Resorts Funding, Inc.

As a result of the additional capital contribution provided in the
2009 Purchase Agreement Amendment, a total of $113,937,300 in new
capital will be contributed by BNAC and Mr. Trump to the
Restructured Partnership, subject to the terms and conditions set
forth in the Amended 2009 Purchase Agreement and pursuant to the
consummation of the Debtors' joint chapter 11 plan of
reorganization filed on August 3, 2009, which capital
contributions will be made as follows:

     (i) BNAC will contribute or cause to be contributed, through
         certain intermediary entities, $56,980,043 in cash to the
         Restructured Partnership, and

    (ii) Mr. Trump will contribute or cause to be contributed,
         directly and through certain intermediary entities,
         $56,957,257 in cash to the Restructured Partnership.

The consideration to be received by BNAC and Mr. Trump in
connection with the Amended 2009 Purchase Agreement shall remain
the same as that provided for in the 2009 Purchase Agreement, such
that, after the consummation of the transactions contemplated
thereby, Mr. Trump will own, directly and through certain
intermediary entities -- including the Restructured Company; Ace;
TCI 2 Holdings, LLC, a wholly owned subsidiary of Trump Hotels &
Casino Resorts, the Former Company; and certain entities owned by
Mr. Trump and BNAC -- 49.99% of the outstanding 2009 Partnership
Interests and BNAC will own, through certain entities owned by Mr.
Trump and BNAC, 50.01% of the outstanding 2009 Partnership
Interests.

The 2009 Purchase Agreement Amendment also amends the
"Confirmation Order Deadline", which is the date after which BNAC
or Mr. Trump may terminate the Amended 2009 Purchase Agreement if
a confirmation order, in form and substance acceptable to BNAC,
Mr. Trump and the Restructured Partnership, related to the 2009
Plan has not been entered by the Bankruptcy Court and become a
final order by such date, from 105 days after the 2009 Plan was
filed with the Bankruptcy Court to a fixed date of January 15,
2010.

In addition, the 2009 Purchase Agreement Amendment amends the
"Partnership Confirmation Order Deadline", which is the date after
which the Restructured Partnership may terminate the Amended 2009
Purchase Agreement if a confirmation order, in form and substance
acceptable to BNAC, Mr. Trump and the Restructured Partnership,
related to the 2009 Plan has not been entered by the Bankruptcy
Court and become a final order by such date, from 180 days after
the 2009 Plan was filed with the Bankruptcy Court to a fixed date
of March 1, 2010.

The consummation of the transactions contemplated by the Amended
2009 Purchase Agreement is subject to the satisfaction of certain
closing conditions and the receipt of necessary approvals as well
as the restructuring and recapitalization of the 2009 Debtors
pursuant to, and subject to, the consummation of the 2009 Plan.

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TVI CORP: Plan Confirmation Hearing on December 8
-------------------------------------------------
TVI Corp. will present its Chapter 11 plan for confirmation at a
hearing on December 8, 2009, Bill Rochelle at Bloomberg News
reported.

The Plan contemplates, among other things: (i) the sale of
Signature Special Event Services, Inc., as a going concern or
the sale of substantially all of Signature's assets; (ii) the
merger of all subsidiaries into the Company, which shall emerge as
the reorganized debtor; and (iii) the payment in cash to holders
of (a) allowed administrative claims, (b) allowed priority tax
claims, (c) allowed priority non-tax claims, (d) other allowed
secured claims, and (e) allowed general unsecured claims.  The
Plan further contemplates distribution of shares representing an
aggregate of 100% of the issued equity interests in the Company to
the Branch Banking & Trust Company on account of the Lender's
secured claim.

BB&T has committed to provide $19 million of loans to fund the
Chapter 11 case.

                      About TVI Corporation

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.

The Company and two of its affiliates filed for Chapter 11
protection on April 1, 2009 (Bankr. D. Md. Lead Case No.
09-15677).  Christopher William Mahoney, Esq., Jeffrey W. Spear,
Esq., and Joel M. Walker, Esq., at Duane Morris LLP, represent the
Debtors in their restructuring efforts.  Alan M. Grochal, Esq.,
and Maria Ellena Chavez-Ruark, Esq., at Tydings and Rosenberg,
serve as counsel to the official committee of unsecured creditors.
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


TVIA INC: Plan Proposes to Repay Creditors in Full, With Interest
-----------------------------------------------------------------
On October 20, 2009, the United States Bankruptcy Court for the
Northern District of California, approved the disclosure statement
explaining the second amended Chapter 11 plan of reorganization
proposed by the official committee of equity security holders of
Tvia, Inc.  The Plan proposes an orderly dissolution of its
assets, payment of all creditors' claims in full, in cash, with
interest, and distributing excess proceeds to shareholders.

A copy of the Committee's Plan is available at:

http://www.sec.gov/Archives/edgar/data/1109279/000095012309051680/
c91252exv2w1.htm

and a copy of the Committee's Disclosure Statement explaining the
plan is available at:

http://www.sec.gov/Archives/edgar/data/1109279/000095012309051680/
c91252exv99w1.htm

The Committee is represented by:

         Michael H. Ahrens, Esq.
         Ori Katz, Esq.
         Robert K. Sahyan, Esq.
         SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
         Four Embarcadero Center, 17th Floor
         San Francisco, CA 94111-4106
         Telephone: 415-434-9100

The Bankruptcy Court has fixed October 28, 2009, as the record
date to determine which stockholders of Tvia, Inc., are eligible
to vote to accept or reject the Plan.  The Record Date is
important because (i) only stockholders who own shares as of the
Record Date will have the right to vote on the Plan, and (ii) only
stockholders who own 15,000 or more shares of common stock on the
Record Date will have the right to elect to retain shares in the
reorganized company if the Plan is confirmed by the Court.
Stockholders who own less than 15,000 shares of common stock on
the Record Date shall not be entitled to retain ownership in the
reorganized company, and if the Plan is confirmed will instead
receive cash to be distributed through a proportionate beneficial
interest in a liquidating trust or disbursement escrow.
Consequently, stockholders who are interested in retaining an
ownership interest in the reorganized company must make sure that
they own 15,000 or more shares of common stock on the Record Date,
and continue to own such common stock after the record date and
comply with the other conditions of the Plan.

The Disclosure Statement, including the Plan and ballots for
voting to accept or reject the Plan are expected to be mailed to
stockholders on or before October 30, 2009.  Ballots accepting or
rejecting the Plan must be completed and returned so that they are
received by the Committee's counsel for tabulation no later than
5:00 p.m. (Pacific Time) on November 25, 2009.  The confirmation
hearing for the Plan is fixed for December 11, 2009, at 10:00 a.m.
(Pacific Time). If the Court confirms the Plan, it will be binding
on all stockholders and creditors regardless of whether the
particular stockholder or creditor voted to accept the Plan.

TVIA, Inc. (OTC: TVIAQ.PK), headquartered in Santa Clara,
California, with a wholly owned subsidiary in China, is a fabless
semiconductor company that designed, developed, marketed digital
video image display processors and other related products.

The company filed for Chapter 11 protections on Oct. 15, 2008
(Bankr. N.D. Calif. Case No. 08-55860).  John Walshe Murray, Esq.,
at the Law Offices of Murray and Murray, represents the Debtor.
When the Debtor filed for protection from its creditors,
it listed total assets of $5,577,657 and total debts of
$1,077,966.


TXCO RESOURCES: Committee Taps Grant Thornton Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of TXCO Resources
Inc. and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Western District of Texas for authority to employ Grant
Thornton LLP as its financial advisor.

The firm has agreed to, among other things:

   a) analyze the Debtors' business strategies, cash flow
      projections, and other reports or analyses prepared by the
      Debtors or their professionals in order to assess the
      viability of the continuing operations and the
      reasonableness of the projections and underlying
      assumptions;

   b) analyze and assess the business models and projections
      prepared by the Debtors or their financial advisors, FTI
      Consulting, Inc., including but not limited to the prices,
      decline curves, new drilling costs, general and
      administrative expenses, and any other valuations provided
      therein;

   c) assist in the development of a plan of reorganization,
      should the Committee decide to file one;

   d) Assess and analyze the economic ramifications of proposed
      transactions for which the Debtors seek Court approval;

   e) review the financial statements prepared either
      internally by the Debtors or by FTI;

The firm will be paid $35,000 per month for this engagement.

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

                       About TXCO Resources

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities


UAL CORP: Posts $63 Million Net Loss for Third Quarter
------------------------------------------------------
UAL Corporation reported results for the third quarter ended
Sept. 30, 2009.  The company:

    --  Reported a net loss of $63 million, or $0.43 per basic
        share, excluding non-cash, net mark-to-market hedge gains
        and certain accounting charges as outlined in note 6 of
        the attached statement of consolidated operations,
        narrowing its net loss by $202 million compared to the
        third quarter of 2008.  The company reported a GAAP net
        loss of $57 million, or $0.39 per basic share.

    --  Reported a year-over-year decline in consolidated
        passenger revenue per available seat mile (PRASM) of
        14.7%, a 2.5-percentage-point improvement compared to the
        17.2% decline in the second quarter of 2009.

    --  Delivered a third consecutive quarter of non-fuel unit
        cost reduction, with mainline unit cost per available seat
        mile (CASM) for the quarter down 1.6% year-over-year,
        excluding fuel and certain accounting charges, despite a
        reduction in mainline capacity of 8.2% year-over-year.
        Mainline CASM, including fuel and excluding non-cash, net
        mark-to-market fuel hedge gains and certain accounting
        charges, was down 20.3% year-over-year.  GAAP mainline
        unit cost, including these items, was down 24.8%.

    --  Closed the quarter with total cash of $2.8 billion,
        unrestricted cash of more than $2.5 billion, and
        restricted cash of $309 million.

    --  Completed financings totaling more than $1.5 billion,
        including $270 million in the third quarter and nearly
        $1.3 billion early in the fourth quarter, raising roughly
        $1 billion in new liquidity.  Through these financings,
        the company also reduced its debt and net capital lease
        obligations for 2010 by $215 million and for 2011 by
        $100 million.

    --  As a part of the $1.3 billion in early fourth quarter
        financings, the company completed a $129 million financing
        with SkyWest, Inc., one of its regional flying partners.
        The agreement includes a contract extension on 40 existing
        aircraft as well as commitments for a small number of
        additional aircraft.

    --  Ranked No. 2 in on-time arrivals among the major network
        carriers year-to-date through September, trailing the
        leader by less than one half of one percentage point.

    --  Continued to improve the quality of its products and
        services, with customer satisfaction scores significantly
        improving across the board compared to last year.

"Against a challenging environment, our people are delivering
improvements across the business.  With the work we have done and
the strength of our network, we are poised to see better year-
over-year unit revenue performance as economies begin to recover
and business travel returns," said Glenn Tilton, UAL Corporation
chairman, president and CEO.  "We are again demonstrating that we
can improve customer satisfaction and on-time performance even
while reducing our unit costs."

              Unit Revenue Pressure Moderates
                  From Second Quarter 2009

For the third quarter, consolidated PRASM declined 14.7%, an
improvement of 2.5 percentage points compared to the second
quarter of 2009.  Consolidated yield declined 17.1% and
consolidated load factor increased 2.5 points year-over-year.
During the quarter, the company recorded a favorable $36 million
adjustment to revenue due to certain tax adjustments.

                           3Q 2009   Passenger
                          Passenger   Revenue %   PRASM %     ASM(1) %
                           Revenue   Inc./(Dec.) Inc./(Dec.) Inc./(Dec.)
    Geographic Area       (millions) vs. 3Q 2008 vs. 3Q 2008 vs. 3Q 2008
    ---------------       ---------- ---------- ---------- ----------
    Domestic               $1,951     (22.9%)    (14.2%)    (10.2%)

    Pacific                   606     (30.0%)    (23.9%)     (7.9%)
    Atlantic                  635     (16.3%)    (16.1%)     (0.3%)
    Latin America              75     (40.2%)    (26.7%)    (18.4%)
                          ---------- ---------- ---------- ----------
    International          $1,316     (24.8%)    (20.3%)     (5.6%)

    Mainline               $3,267     (23.7%)    (16.8%)     (8.2%)

    Regional
     Affiliates               844       1.2%     (12.3%)     15.3%
                          ---------- ---------- ---------- ----------

    Consolidated           $4,111     (19.6%)    (14.7%)     (5.7%)

    (1) ASM: Available Seat Miles

Cargo revenue for the quarter decreased 43% year-over-year as a
result of lower volumes and continued pressure on yields due to
the weak economy.  United's significant presence in the Pacific
export markets, which have been particularly impacted by the
weakness in the global economy, continues to disproportionately
affect its cargo revenue.

          Non-Fuel Unit Costs Declined Year-Over-Year
               for the Third Consecutive Quarter

Total consolidated expense, including fuel, was down $1.4 billion
year-over-year in the third quarter, excluding non-cash, net mark-
to-market hedge gains and certain accounting charges.
Consolidated expense, excluding fuel and certain accounting
charges, was down $214 million or 6.7%, as the company continued
its success in reducing costs as capacity declined.  Total GAAP
consolidated expense, including these items, was down $1.7 billion
for the quarter.

Mainline CASM, excluding fuel and certain accounting charges,
decreased 1.6% in the third quarter, despite an 8.2% decline in
mainline capacity.  This CASM reduction is about one percentage
point better than the guidance provided by the company in
September.

Consolidated CASM, excluding fuel and certain accounting charges,
decreased 1.0% despite a 5.7% decline in consolidated capacity.
GAAP mainline and consolidated CASM, including these items, was
down 24.8% and 23.9% respectively, compared to the year-ago
quarter.

            Fuel Hedge Collateral Returns Offset
                     Cash Hedge Losses

The company recorded $131 million in cash losses on fuel hedges
that settled in the quarter. I n addition, the company also
recorded non-cash, net mark-to-market gains on its fuel hedges of
$59 million.  The cash losses on the contracts that settled during
the quarter were offset by $123 million in cash collateral that
was returned during the quarter.  The table below details hedge
impacts for the quarter:

    Fuel Hedge Impacts                   Three Months Ending Sept. 30, 2009
                                                   (in millions)

                                                     Included
                                        Included      in Non-
                                         in Fuel     Operating
                                         Expense      Expense        Total
                                         -------      -------        ------
    Non-Cash Net Mark-to-Market
     Net Gain                             $25           $34           $59
    Cash Net Loss on Settled
     Contracts                            (92)          (39)         (131)
                                         -------      -------        ------
    Total Recorded Net Loss              $(67)          $(5)         $(72)

    Return of Hedge Collateral                                       $123

For the fourth quarter, the company has hedged 55% of its
estimated consolidated fuel consumption at an average price of $75
per barrel.  Excluding the legacy positions put in place in 2008,
the company has hedged 43% of estimated consumption at an average
price of $63 per barrel.  For the full year 2010, the company has
hedged 16% of its estimated consolidated fuel consumption at an
average price of $74 per barrel, including hedge coverage of 43%
of estimated first quarter 2010 consumption at an average price of
$74 per barrel.

Raised $1.5 Billion in New Financing, Including Nearly
$1.0 Billion in New Liquidity

The company ended the quarter with a total cash balance of
$2.8 billion, an unrestricted cash balance of more than
$2.5 billion and restricted cash of $309 million.

The company raised approximately $270 million in the third quarter
including $155 million from the spare parts financing previously
announced in July 2009, $27 million from issuances of common
equity to complete the December 2008 offering, $70 million from
aircraft secured financings and approximately $20 million from
asset sales.

Early in the fourth quarter, the company raised an additional
$1.3 billion.  This includes $345 million from a convertible debt
offering, $138 million from the issuance of common equity,
$129 million from a financing with SkyWest, Inc., and $659 million
from refinancing an enhanced equipment trust certificate (EETC),
resulting in $90 million of incremental liquidity between closing
and repayment of the existing secured notes.  In addition to
generating incremental liquidity, the EETC refinancing also
reduced the company's debt amortization for 2010 by $215 million
and for 2011 by $100 million.

During the third quarter, the company generated $56 million of
positive operating cash flow and $4 million of negative free cash
flow, defined as operating cash flow less capital expenditures.
The company had scheduled debt and net capital lease payments of
$264 million during the third quarter and non-aircraft capital
expenditures of $60 million.

"We have made significant progress relative to last year,
reporting an operating profit of $123 million excluding charges,
and generating what we believe will again be leading cost control
among our peers, reducing our mainline unit costs even as we
reduce capacity," said Kathryn Mikells, UAL Corporation's chief
financial officer. " We continue to take action to improve our
liquidity, and after successfully executing about $1.5 billion in
transactions over the last four months, our unrestricted cash
balance today stands at more than $3.1 billion, with only about
$90 million in debt payments remaining this year."

Strong On-Time Performance and Customer Satisfaction Improvements
Continue

United ranked second among the five U.S. network carriers in year-
to-date 2009 on-time arrival performance through September,
falling just one half of one percentage point behind the No. 1
spot.  For the third quarter of 2009, United ranked third in on-
time arrival performance, trailing the top spot by less than one
percentage point.

The company continues to improve its key customer satisfaction
measures among its best customers, with a significant improvement
for the fourth consecutive quarter.  Improvements were achieved
across the travel experience, including aircraft cleanliness, seat
and entertainment product workability, and employee courtesy.

Business Highlights

    --  UAL Corporation announced that Jane C. Garvey, former
        administrator of the Federal Aviation Administration, has
        joined the UAL Board of Directors.

    --  United announced it will be moving its Operations Center
        to Willis Tower in downtown Chicago.  The City of Chicago
        and United have agreed to an economically viable incentive
        program that will ensure the city is competitive with
        other locations and that will make financial sense for
        United.  The package, including tax incentives, grants and
        job training programs, will be used to offset United's
        capital and facility build-out costs.

    --  United announced that it will begin offering unlimited
        domestic upgrades to Mileage Plus members with elite
        status starting in the second quarter of 2010.  In
        addition, Mileage Plus frequent flyers may now use their
        miles to book hotel stays worldwide and car rentals in the
        United States and Canada through a simple online booking
        process at united.com/hotelandcarawards.

    --  United announced the introductory launch of Premier
        Baggage, the latest addition to the Travel Options by
        United(SM) portfolio, enabling customers to pay a flat
        price to check two standard bags at no additional cost
        every time they fly on a United- or United Express-
        operated flight in a year.

    --  United completed conversion of all of its B747s and B767s
        to its new international premium class configuration.
        Beginning in February 2010, the company will begin
        conversion of its B777s.

                      2009 Outlook

The company expects mainline CASM, excluding fuel, profit sharing
and certain accounting charges for the full year 2009 to be down
0.5% to flat year-over-year.  Since the company's original
guidance in January, it has reduced its projected full year
mainline non-fuel costs by more than $350 million.

The company expects scheduled debt and capital lease payments of
$215 million and capital expenditures of approximately $70 million
for the fourth quarter 2009.  Complete details on United's outlook
can be found in the Investor Update, available at united.com/ir.

A full-text copy of UAL's earnings release is available at no
charge at http://ResearchArchives.com/t/s?4734

On October 20, 2009, UAL provided an investor update related to
its financial and operational outlook for the forth quarter and
full year of 2009.  A full-text copy of the investor update is
available at no charge at http://ResearchArchives.com/t/s?4729

                        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: Pushes Through With Code Share Pact With Aer Lingus
-------------------------------------------------------------
Despite Aer Lingus' costs reduction initiatives, United Air
Lines, Inc., is pushing through with its announced codeshare
agreement with Aer Lingus, wherein Aer Lingus will operate
flights from Madrid to the U.S. on behalf of United but using Aer
Lingus' planes, Anne Keeton of Dow Jones Newswires reported on
October 7, 2009.

Dow Jones disclosed that Aer Lingus intends to eliminate a sixth
of its workforce and is placing its longhaul operation under
review to reduce costs.  However, Aer Lingus said that it is
recruiting separate pilots and cabin crew for the venture, Dow
Jones added.

United noted that Aer Lingus' moves neither affected the joint
initiative nor its relationship with Aer Lingus, Dow Jones said.

                          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: Three Directors Acquire 5,600 Shares of Stock
-------------------------------------------------------
In separate filings with the Securities and Exchange Commission,
three directors of UAL Corp. disclosed that between September 22
and September 30, 2009, they acquired these shares of UAL common
stock:

                              No. of          No. of Shares
   Director               Shares Acquired    Currently Owned
   --------               ---------------    ---------------
   Jane C. Garvey,             2,676              2,676
   Richard J. Almeida          1,103             13,558
   Walter Isaacson             1,821             15,407

Mr. Almeida elected to defer $10,000 of retainer and meeting fees
for the third quarter of 2009 in exchange for share units.  The
number of share units was determined by dividing $10,000 by
$9.06, the average of the high and low sale prices of a share of
UAL's common stock on September 30, 2009.

Mr. Isaacson elected to defer $16,500 of retainer and meeting
fees for the third quarter of 2009 in exchange for share units.
The number of share units was determined by dividing $16,500 by
$9.06, the average of the high and low sale prices of a share of
UAL's common stock on September 30, 2009.

Each share unit represents the economic equivalent of one share
of common stock.  At the time of distribution, the Directors will
receive a cash payment equal to the number of share units
multiplied by the average of the high and low sale prices of a
share of UAL's common stock on the date of distribution.

Additional share units accrue when and as dividends are paid on
UAL's common stock.  The number of share units will be equal to
the dollar amount of dividends that would be payable if the share
units were actual shares of common stock, divided by the average
of the high and low sale prices of a share of UAL's common stock
on the date dividends are paid.

Delivery of a cash payment in settlement of the share units will
be made in January of the year following the year in which the
Directors cease to be a director of UAL.

In a related filing with the SEC, UAL said that the grant of
2,676 shares of UAL common stock to Ms. Garvey is pursuant to the
UAL Corporation 2006 Director Equity Incentive Plan.

                          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: To Get $35 Mil. Incentive for Moving to Willis Tower
--------------------------------------------------------------
The city of Chicago's Community Development Commission is
offering United Air Lines an incentive package of $35.8 million
to make the move to Willis Tower, Chicago Tribune disclosed on
October 6, 2009.

In exchange, United must employ at least 2,500 people at Willis
Tower for the next 10 years, William Eager, deputy commissioner
at the Community Development Department told Tribune.

Specifically, United would receive $25.8 million in special
taxing district funds over a 10-year period, which will be broken
down to: (i) $1.5 million for job training and (ii) $24.3 million
for rehabilitation of 400,000 square feet of space on eight of
nine floors of Willis Tower, Tribune said.  The City will also
give United $10 million in five $2 million installments starting
2012 as an incentive to make the move to Willis Tower, payable at
$2 million per year, Tribune added.

Mr. Eager confirmed to Tribune that the City will earn
$44.5 million in net revenue during a period of 10 years because
of the move, and if United stays in Willis Tower for 15 years, the
City will earn $101.4 million.

                          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


ULTIMATE URGENT CARE CENTERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Ultimate Urgent Care Centers, LLC
        7727 West Deer Valley Road, #210
        Peoria, AZ 85382

Bankruptcy Case No.: 09-26355

Chapter 11 Petition Date: October 19, 2009

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

Judge: George B. Nielsen Jr.

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

The petition was signed by David C. Welch, managing member of the
Company.


U.S. ACQUISITION: Court Delays SIST Bankruptcy Dismissal
--------------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross is granting a temporary stay of
any civil action against the Samanta Roy Institute of Science and
Technology, after dismissing the bankruptcy case in September.
According Jeff Thelen at wsaw.com, SIST filed asked the court for
a stay of any other legal action while the appeal is pending and
outlined the case it expects to make when the appeal is heard.
Judge Gross, wsaw.com relates, said that he's issuing the stay --
which puts a temporary hold on the Order for Dismissal Gross
issued September 21 -- despite very slim chances of SIST
successfully appealing.

Shawano, Wisconsin-based U.S. Acquisitions & Oil, Inc., and its
affiliates operate gasoline service stations.  They filed for
Chapter 11 bankruptcy protection on March 16, 2009 (Bankr. D. Del.
Case No. 09-10875).  Eric J. Monzo, Esq., at Cohen Seglias Pallas
Greenhall Furman PC, assisted the Debtors in their restructuring
effort.  U.S. Acquisitions listed $10 million to $50 million in
assets and $1 million to $10 million in liabilities.  Debtor-
affiliates that filed Chapter 11 petitions include:

     -- Dr. R.C. Samanta Roy Institute of Science & Techno;
     -- Midwest Oil of Wisconsin, LLC;
     -- Midwest Oil of Minnesota, LLC;
     -- Midwest Oil of Shawano, LLC;
     -- Midwest Properties of Shawano, LLC; and
     -- Midwest Hotels & Motels of Shawano, LLC


UTGR INC: Wants to Hire PWC as Accountant and Advisor
-----------------------------------------------------
UTGR Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the District of Rhode Island for permission to employ
PricewaterhouseCoopers LLP as their independent accountant and tax
advisor.

The firm has agreed to, among other things:

   a) review and sign as preparer, the U.S. Corporation Income Tax
      Return and the state and local tax returns for BLB Worldwide
      Holdings, Inc. & Subsidiaries for the taxable year ended
      Dec. 31, 2009;

   b) provide tax consulting services to the Debtors;

   c) audit the consolidated financial statement of the Debtors at
      Dec. 31, 2009, and for the year then ending.

The firm's standard hourly rates are:

      Partner                     $560-$640
      Managing Director/Director  $350-$530
      Manager                       $275
      Senior Associate              $200
      Associate                     $125

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

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  Donlin Recano has
been tapped as claims and notice agent.  In its bankruptcy
petition, the Company estimated assets of less than $500 million
and debt exceeding $500 million.


VERASUN ENERGY: Agrees to Remit $8.8 Mil. to Fagen Inc.
-------------------------------------------------------
VeraSun Energy Corp. previously asked the Court to disallow a
claim by Fagen Inc. which was assumed and assigned to the buyers
of substantially all of VeraSun's assets.

The Debtors and Fagen, Inc., in a Court-approved stipulation
agreed that in full and final satisfaction of all Fagen's claims,
the Debtors will remit $8,854,620 to Fagen within five business
days.

Upon the full and final honoring of the Fagen Payment the Fagen
Proofs of Claim will be deemed satisfied and the claims agent may
make notations as may be appropriate on the claims register.

Fagen will be deemed to have unconditionally released the Fagen
Claims, with prejudice and will be permanently enjoined from
commencing or recommencing the prosecution of the Fagen Claims.

                    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: Assigns More Contracts to Valero
------------------------------------------------
Pursuant to the order approving the sale of substantially all the
Debtors' assets to Valero Renewable Fuels Company LLC, the
Debtors notify parties-in-interest that they intend to assume and
assign these contracts to Valero:

  -- a joint track agreement with AG Partners LLC;

  -- an access agreement concerning the right to access trackage
     owned by AG Partners;

  -- new jobs and income program agreement with Buena Vista
     County, Iowa; and

  -- an agreement for private development.

                    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: Provista Proposes to Net Amounts of Final True-Ups
------------------------------------------------------------------
In July and August 2006, predecessors-in-interest to Provista
Renewable Fuels Marketing LLC and predecessors-in-interest to
VeraSun Marketing LLC, one of the Debtors, entered into a set of
four forward contracts for the sale and marketing of ethanol.

On or about June 26, 2008, Provista received notice of the
anticipated termination of the Contracts, to be effective
August 31, 2008.  On August 13, 2008, all four Contracts were
assigned to VeraSun Marketing.

Notwithstanding that the Contracts were "terminated" effective
August 31, 2008, the Contracts provided for certain continuing,
post-termination obligations by both parties to the Contracts.
In accordance with its post-termination obligations under the
Contracts and related purchase agreements, between August 31,
2008, and the Petition Date, and postpetition, VeraSun Marketing
continued to supply ethanol to Provista.

After the entry of the Contract Rejection Order, Provista filed a
proof of claim, which along with accompanying attachments,
details Provista's cumulative netted secured claim as a result of
"True Ups" as permitted under the Contracts.

Based on applicable bankruptcy law and non-bankruptcy law in
respect of settlements, setoffs, recoupments and forward
contracts, the cumulative netting of items by Provista, in making
its payment to VeraSun Marketing, is unaffected by the Debtors'
bankruptcy filings, Stephen M. Miller, Esq., at Morris James LLP,
in Wilmington, Delaware, relates.

Nonetheless, Provista does not want to expose itself to a
potential challenge and to a resulting risk, however unwarranted,
if it were to make a present-day netted payment to VeraSun
Marketing as calculated in Provista's Proof of Claim, Mr. Miller
adds.

By this motion and in conjunction with its making any present,
netted payment to VeraSun Marketing, Provista seeks recognition
from the Court that it is entitled to net out the sums of the
final True-ups against each other, as Provista has done in the
ordinary course of business, whether characterized as recoupment
or the exercise of rights under forward contracts.  In the
alternative, Provista seeks relief from the automatic stay to
enable it to perform its cumulative True Ups.

                    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).


VELOCITY EXPRESS: Equity Holder Balks At ComVest Sale
-----------------------------------------------------
Law360 reports that TH Lee Putnam Ventures LP, the holder of the
largest equity stake in Velocity Express Corp., has objected to
the sale of the bulk of the bankrupt package delivery company to
private equity firm ComVest Investment Partners III LP.

ComVest Group's ComVest Velocity Acquisition I LLC, owner 98% of
senior notes of the Debtors, is under contract to purchase all of
the Debtors' assets for about $9.7 million, absent higher and
better bids at the auction.  ComVest will be paid $1 million
comprised of a $750,000 break-up fee and $250,000 expense
reimbursement, if the Debtors consummate the sale to another
party.

This month, Maitland, Florida-based ComVest was authorized to buy
the business from Cynergy Data LLC, a credit-card processor that
filed under Chapter 11 on Sept. 1.

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294). The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VERMILLION INC: Has Final Approval for $1.5-Mil. Loan
-----------------------------------------------------
According to Bill Rochelle at Bloomberg News, Vermillion Inc. won
final approval from the Bankruptcy Court for a $1.5 million
bankruptcy loan from Quest Diagnostics Inc.  It also obtained
authorization to assume a pre-bankruptcy agreement under which
Quest has the exclusive right for three years to market OVA1, the
first blood test to detect ovarian cancer.

Mr. Rochelle relates that after Vermillion filed under Chapter 11
in March, its stock had been trading for a few cents.  Following
announcement of FDA approval for the test on Sept. 11, the stock
climbed above $13 and since then continued to rise, closing at
$18.90 on October 20, down $1.35 in over-the-counter trading.

Headquartered in Fremont, California, Vermillion, Inc. --
http://www.vermillion.com/-- engages in the development and
commercialization of diagnostic tests to aid physicians diagnose
and treat results for patients. The Company filed for Chapter 11
on March 30, 2009 (Bankr. D. Del. Case No. 09-11091).  Francis A.
Monaco Jr., Esq., and Mark L. Desgrosseilliers, Esq., at Womble
Carlyle Sandridge & Rie, PLLC, represent the Debtor as counsel.
At September 30, 2008, the Debtor had $7,150,000 in total assets
and $32,015,000 in total liabilities.


VELOCITY EXPRESS: Sale to ComVest Scheduled for Nov. 2 Hearing
--------------------------------------------------------------
Velocity Express Corp. has obtained approval from the Bankruptcy
Court to conduct a ComVest Group-led auction for its business.

The Court-approved bid procedures provide for an October 27
deadline for competing bids and an auction on October 29 if bids
are received.  The Debtors will seek approval of the results of
the auction at a hearing on November 2.

ComVest Group's ComVest Velocity Acquisition I LLC, owner 98% of
senior notes of the Debtors, is under contract to purchase all of
the Debtors' assets for about $9.7 million, absent higher and
better bids at the auction.  ComVest will be paid $1 million
comprised of a $750,000 break-up fee and $250,000 expense
reimbursement, if the Debtors consummate the sale to another
party.

This month, Maitland, Florida-based ComVest was authorized to buy
the business from Cynergy Data LLC, a credit-card processor that
filed under Chapter 11 on Sept. 1.

                      About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294). The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.  Lowenstein Sandler PC has been tapped as counsel.
PricewaterhouseCoopers is serving as financial advisors.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VIASAT INC: Note Upsizing Won't Affect S&P's 'B' Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings and
outlook on Carlsbad, California-based communications networking
systems provider ViaSat Inc. (B/Stable/--) are not affected by the
recent upsizing of the company's note issue to $275 million from
$250 million.

The 'B' issue-level and '3' recovery ratings are likewise not
affected.  Upsizing the issue by $25 million provides the company
only modest improvement in liquidity, given the substantial cash
requirements associated with its planned satellite launch and
pending acquisition of WildBlue Holding Inc., and, given the
relatively small amount of additional debt, the recovery rating
remains unchanged.


VITESSE SEMICONDUCTOR: Expects Up to $39.5MM in Q4 2009 Revenues
----------------------------------------------------------------
In connection with its debt restructuring negotiations, Vitesse
Semiconductor Corporation provided holders of its 1.5% Convertible
Subordinated Debentures due 2024 that participated in the
restructuring with limited unaudited financial information and
limited operating metrics for the three months ended September 30,
2009:

     -- Revenue for the fourth quarter of fiscal year 2009 is
        expected to be in the range of $38.5 million to
        $39.5 million.

     -- The Company's fourth quarter fiscal year 2009 book-to-bill
        ratio was greater than 1:1 and greater than the ratio for
        the third quarter fiscal year 2009.

     -- Cash was $57.5 million as of September 30, 2009.

     -- Inventory continued its trend of quarter-over-quarter
        reduction.

     -- Accounts receivables and accounts payables were consistent
        with, or slightly down from, the third quarter of fiscal
        year 2009.

     -- Operating expenditures are also consistent with the third
        quarter of fiscal year 2009, with the exception of
        extraordinary items related to the restructuring of the
        Company's 2024 Debentures and $30 million senior secured
        loan, the return of a significant withholding tax payment
        and items disclosed in the Company's quarterly report on
        Form 10-Q for the third quarter of fiscal year 2009.

The information was provided to the holders of 2024 Debentures
participating in the debt restructuring under non-disclosure
agreements between the Company and such holders.  The provision of
the information to the holders of the 2024 Debentures
participating was as a condition of proceeding with the
transaction.  The Company is furnishing the limited disclosure of
unaudited financial information and operating metric information
solely for the purpose of providing the Company's stockholders
with substantially the same information regarding the Company's
operating performance during this period as provided to the
holders of 2024 Debentures participating in the debt
restructuring.

Although the information reflects management's good faith belief
as of October 19, 2009, the information has not been reviewed or
audited by the Company's auditors, and is subject to adjustment as
the Company completes compilation, review and reporting process
for the three months and year ended September 30, 2009.  There can
be no assurance that during the preparation of the Company's
financial statements for the fiscal year ended September 30, 2009
that the Company will not discover additional information that
results in substantial changes in such information.  Similarly,
there can be no assurance that as part of the review and audit of
the Company's financial information that the Company will not
determine that adjustments to such information are necessary in
accordance with GAAP and the federal securities laws.

                   About Vitesse Semiconductor

Vitesse Semiconductor Corporation (Pink Sheets: VTSS) --
http://www.vitesse.com/-- designs, develops and markets a diverse
portfolio of high-performance, cost-competitive semiconductor
solutions for Carrier and Enterprise networks worldwide.
Engineering excellence and dedicated customer service distinguish
Vitesse as an industry leader in Gigabit Ethernet, Ethernet-over-
SONET, Optical Transport, and other applications. Additional
company and product information is available at

Vitesse is a registered trademark in the United States and/or
other jurisdictions of Vitesse Semiconductor Corporation. All
other trademarks or registered trademarks mentioned herein are the
property of their respective holders.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.


VITESSE SEMICONDUCTOR: To File for Bankruptcy if Debt Deal Fails
----------------------------------------------------------------
Vitesse Semiconductor Corporation on Monday warned it intends to
explore other available restructuring and reorganization
alternatives, including a voluntary filing for reorganization
under Chapter 11 of the U.S. Bankruptcy Code, in the event it is
unable to consummate the debt restructuring transaction
contemplated by its Debt Conversion Agreement with the beneficial
owners of more than 96.7% of its 1.5% Convertible Subordinated
Debentures due 2024.

As reported by the Troubled Company Reporter, Vitesse, effective
October 16, 2009, entered into a Debt Conversion Agreement
Noteholders as well as an amendment to the loan agreement with the
lender of the Company's $30.0 million senior secured loan to
facilitate the debt restructuring.

A summary of the material agreements related to the debt
restructuring and a description of the process related to
the debt restructuring is available at no charge at:

               http://ResearchArchives.com/t/s?4732

According to the TCR, holders of more than 96.7% of the Company's
2024 Debentures will exchange their 2024 Debentures for a
combination of cash, equity securities, and secured convertible
debentures.

The Noteholders include AQR Absolute Return Master Account, L.P.,
Aristeia Master, L.P., Aristeia Partners, L.P., CNH Master
Account, L.P., Linden Capital L.P., Whitebox Advisors, LLC, Tonga
Partners, L.P., Tonga Partners QP, L.P., Anegada Master Fund,
LTD., Cuttyhunk Master Portfolio and ABN AMRO Bank N.V.

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.

                         Voting & Lock-Up

As of October 16, 2009, in connection with the Company's entry
into the Conversion Agreement, the Company entered into a Voting
and Lock Agreement with each of the Noteholders.  Pursuant to the
terms of the Lock-Up Agreement, for a period beginning October 16,
2009 and ending on the earlier of (i) November 15, 2009, (ii) the
record date for the Special Meeting or (iii) the date that is
three weeks from the issuance of the New Securities, each
Noteholder agreed, not to sell or transfer any shares of Common
Stock issued to it pursuant to the Conversion Agreement, subject
to specified exceptions.  Additionally, each Noteholder has agreed
to vote all shares of Common Stock that they beneficially own at
the Special Meeting to approve the proposal to increase the number
of authorized shares of the Company's common stock so that there
is a sufficient number of authorized and unissued shares available
to reserve shares of Common Stock for issuance upon conversion of
the New Notes.

On October 16, 2009 the Company and Computershare Trust Company
N.A. (formerly known as Equiserve Trust Company, N.A.) entered
into a Second Amendment to Rights Agreement in respect of the
Rights Agreement dated as of March 3, 2003 between the Company and
Equiserve Trust Company, N.A.

The Rights Agreement Amendment changes the date for expiration of
the rights issued pursuant to the Rights Agreement from
February 7, 2013, to October 15, 2009.  Accordingly, the Rights
have expired, and the Rights Agreement has been terminated.

                   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.


WASHINGTON MUTUAL: Plan Managers Seek Appeal in ERISA Action
------------------------------------------------------------
Law360 reports that members of the committees that oversaw
Washington Mutual Inc.'s employee savings plan are challenging a
judge's order denying their bid to toss a class action claim that
they mismanaged the plan's assets by investing in WaMus' own
stock.

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).


WHITTAKER BUILDERS: Lenders Refuse to Renew Loan; Files for Ch 11
-----------------------------------------------------------------
Whittaker Builders, Inc., has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Eastern District
of Missouri, after two of its seven lenders -- including First
Bank -- refused to renew a $90 million development loan, Betsey
Bruce at FOX2now.com reports.  According to FOX2now.com, Whittaker
Vice President Tim Busse said that the Company exhausted efforts
to secure new financing or to get the original loan renewed.
Citing Mr. Busse, FOX2now.com relates that the Company had cut
expenses by 70% and paid off three million dollars of the
principle without missing any interest payments.  Whittaker
Builders, according to the report, has set aside cash to cover
home warranties and is promising to complete home construction on
schedule and expects to return to profitability by 2011.

According to Bill Rochelle at Bloomberg, Whittaker has $1 million
in debtor-in-possession financing from owner Gregory G. Whittaker.

Saint Charles, Missouri-based Whittaker Builders, Inc. -- dba
Whittaker Homes and New Town Ice Rink -- is developing six
communities including New Town, a mixed use urban village.
Whittaker has eight projects in Illinois and Missouri.
Revenue had averaged $70 million for five years.


WINSTAR COMMS: 3rd Circuit Court Includes Lucent as "Insider"
-------------------------------------------------------------
ExpertClick reports that David Nolte at Fulcrum Financial Inquiry
LLP said that the Third Circuit Court has expanded the definition
of an "insider" in Winstar Communications Inc.'s case to include a
creditor with a "close relationship" to the Debtor, as Lucent
Technologies Inc., the lender, was found to have overstepped and
abused its relationship with the Debtor, (i) the time for
potential bankruptcy preference actions was lengthened so a large
preference payment needed to be returned, and (ii) the entire
creditor claim was given a lower payment priority, which made the
entire claim worthless.

Lucent Technologies was a vendor/supplier who granted credit as a
secured lender.

According to ExpertClick, the lender was ruled to be an insider
for preference actions.  A trustee may recover preferential
payments made by the debtor within 90 days of the filing of its
bankruptcy petition, but the Bankruptcy Code extends this recovery
period to one year after the bankruptcy filing if the creditor
meets the definition of an "insider".  The Third Circuit ruled
that "under the statute, "[t]he term 'insider' includes . . . (B)
if the debtor is a corporation -- (i) director of the debtor; (ii)
officer of the debtor; (iii) person in control of the debtor; (iv)
partnership in which the debtor is a general partner; (v) general
partner of the debtor; or (vi) relative of a general partner,
director, officer, or person in control of the debtor" 11 U.S.C.
Section 101(31)(B).

ExpertClick relates that Lucent Technologies said that for a
creditor to constitute an "insider" as either a "person in
control" or a non-statutory insider, that creditor must exercise
"actual managerial control over the Debtor's day-to-day
operations".  According to the report, Lucent Technologies said
that the term "person in control" and the scope of the non-
statutory insider category "should be interpreted in light of the
other statutorily enumerated 'insiders'" such that "the evidence
would have to demonstrate that Lucent exercised the type of
authority over Winstar that an officer, director, or general
partner exercises -- actual managerial control over the debtor's
day-to-day operations"

ExpertClick says that Lucent Technologies' secured and unsecured
claims were then subordinated to the claims of other unsecured
creditors.

Based in New York, Winstar Communications, Inc., provides
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On January 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a Chapter 7 liquidation proceeding .  Christine C.
Shubert serves as the Debtors' Chapter 7 trustee.  The Chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

The Debtors are currently embroiled in a legal battle before the
U.S. Court of Appeals for the Third Circuit to recover about
$200 million in payments made to Lucent Technologies.  The parties
also allege breach of contract claims.

(Winstar Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


* Bankruptcy Filings in Florida Up 48% in First Nine Months
-----------------------------------------------------------
Automated Access to Court Electronic Records show that the number
of bankruptcy filings in Florida increased 48% to 70,799 from
January to September 2009, compared to the same period of time in
2008, Miami Herald reports.  Miami Herald says that 68,186, or
majority of the bankruptcy filings, were by individuals.  Miami
Herald states that most of those are Chapter 7 bankruptcies.
Lance Piper at Bills.com notes that home prices and unemployment
are pushing up bankruptcy rates in the state.


* Producer Prices Down, Housing Starts Below Forecast
-----------------------------------------------------
According to Bill Rochelle at Bloomberg News, housing starts rose
fractionally to 590,000 in September from 587,000 in August, an
increase less than surveyed economists were expecting.  Producer
prices declined for the second time in three months.  The housing
report was from the Commerce Department while the producer price
index is produced by the Labor Department.


* Recession Forces Businesses to Slice Budgets, Analyst Says
------------------------------------------------------------
The economy isn't getting better. It's simply "less bad."  That's
the news from the latest round of economic statistics that show 73
percent of the Standard and Poor's 500 Index companies beating
their revenue expectations, but an overall view that the S & P 500
is still down 27.3 percent since last year.  In August, 216,000
jobs were lost, slightly fewer than the 276,000 lost in July, but
the overall losses over the last 20 months of recession represent
a still-abysmal job market.

As the economic drain wears on, companies aren't simply concerned
about cutting their costs to stay in business, but where to cut
those costs.

"These are not easy choices," said Arkady Kleyner, Co-Founder of
Intricity, LLC (http://www.intricity.com/),a leading provider of
Business Intelligence and Data Warehousing services and solutions.
"Many large companies have had the recent experience of being
forced to cut back and simplify their internal processes in order
to emerge from slow economic times which have led to bankruptcy
and financial restructuring.  Executives need to be able to get a
bird's-eye view of their business in order to know where they can
afford to cut -- as well as where they can't."

Mr. Kleyner believes that good IT infrastructure and data
management can be the key to making a company's operations easily
understandable and transparent.

"Good data management has the power to simplify complexity, to
break down a company into its component parts, so executives can
examine them individually, as well as how they work together," Mr.
Kleyner added.  "Slower times force us to look inwards.  This
applies to large corporations as much as it does to personal
budgets and home finances.  When the orders were flowing, we threw
tools and people at the problems until a workable solution
appeared to emerge.  Efficiency, automation and integration fall
behind agility in priority.  This is normal because agility is
often what gets new business.  And without new business, the
organization stagnates and ultimately fails."

                       About Arkady Kleyner

Intricity Co-Founder Arkady Kleyner is responsible for the overall
technology focus, company direction and the management of delivery
capability and personnel of Intricity. He has more than 20 years
of experience in engineering/architecting, developing and
deploying the most intricate enterprise business solutions,
focusing strongly on the financial, pharmaceutical and all IT
organizations.


* Rhode Island Bankruptcy Filings Drop in Third Quarter
-------------------------------------------------------
Providence Business News reports that bankruptcy filings in Rhode
Island declined in the third quarter 2009, compared to the second
quarter 2009.  PBN notes that Chapter 7 bankruptcies for the first
three quarters of 2009 remain ahead of 2008's pace.  According to
PBN, The Warren Group said that Rhode Islanders filed 1,041
Chapter 7 bankruptcies during the third quarter 2009, down from
1,148 during the second quarter 2009, but year-to-date filings
total 2,977 so far this year, well ahead of the 2,103 filed by the
same period in 2008.


* Baker Hostetler Continues to Strengthen New York Office
---------------------------------------------------------
Baker Hostetler announced today the continued expansion of its New
York office with the addition of Partners Mark A. Kornfeld,
Deborah H. Renner and Gonzalo S. Zeballos, and Counsel Timothy
Pfeifer.

"We are thrilled to welcome these four outstanding lawyers to
Baker Hostetler," said Steven Kestner, Executive Partner of the
Firm. "Even in these challenging economic times, we have continued
to recruit the highest caliber attorneys to strategically expand,
both in New York and across the country."

In addition to deepening the Firm's expertise in class action
defense, international litigation and securities litigation, the
new lawyers will work on litigation matters representing Irving
Picard, the court-appointed Trustee under the Securities Investor
Protection Act for the liquidation of Bernard L. Madoff Investment
Securities LLC.  "The addition of these attorneys greatly enhances
our commercial litigation practice," added George Stamboulidis,
New York Office Managing Partner.  Stamboulidis noted that "the
new hires push the number of lawyers in the office over 90,
continuing an annual attorney growth rate in excess of 30
percent."

"Adding these lawyers to our Litigation Group deepens the ability
of the group to handle the most difficult and complex litigations
throughout the country," said Ray Whitman, Group Chair of the
Firm's national Litigation Group.

Mr. Kornfeld has experience in the areas of complex commercial
litigation, including accounting liability, construction,
environmental credits, real estate, and securities and shareholder
class actions.  Mr. Kornfeld has also successfully resolved
commercial disputes via alternative dispute resolution forums such
as private mediation and the American Arbitration Association. Mr.
Kornfeld regularly appears in both state and federal courts, and
has represented companies in a wide range of industries.
Mr. Kornfeld also regularly represents individual corporate
officers and directors.  Mr. Kornfeld earned his J.D., magna cum
laude, from Brooklyn Law School.

Ms. Renner focuses her practice on complex commercial litigation,
including consumer fraud and securities class actions. She has
successfully represented companies in nationwide and state class
actions and in other complex commercial matters in bankruptcy
courts and other courts throughout the country.  Ms. Renner also
has experience defending insurance companies in litigation
concerning increased long-term care rates, "vanishing premiums,"
as well as in other suits concerning insurance pricing.  Ms.
Renner earned her J.D. from Harvard Law School.

Mr. Zeballos, who is a native Spanish speaker and also speaks
Portuguese, is a seasoned international litigator whose experience
spans five continents and more than 25 jurisdictions worldwide.
His practice includes general commercial litigation, international
arbitration, international antitrust, multinational civil and
criminal regulatory investigations, alien tort claims act, foreign
securities litigation, and internal investigations including
Foreign Corrupt Practices Act violations.  His experience also
includes international discovery disputes with a focus on
ediscovery.  Mr. Zeballos earned his J.D. from Columbia University
School of Law, and holds two advanced degrees from the University
of Chicago relating to the study of Latin American history and
politics.

Mr. Pfeifer's areas of practice include complex and multi-district
commercial litigation, securities litigation, bankruptcy
litigation, litigation involving foreign sovereigns and their
state-owned entities, litigation involving issues of public
international law, and white collar regulatory and transactional
matters including numerous internal investigations on behalf of
international companies regarding Foreign Corrupt Practices Act
violations.  He also has particular experience with the emerging
economies of Eastern Europe and the Balkans, the former Soviet
Union, and the Russian Federation.  Mr. Pfeifer earned his J.D.
from Howard University School of Law.

Baker Hostetler has recently taken on more space at 45 Rockefeller
Plaza to allow it to actively recruit additional high quality
lateral attorneys across all its practice areas.

Prior to joining Baker Hostetler, Mr. Kornfeld was a partner with
Hogan & Hartson, Ms. Renner was a partner with Sonnenschein Nath &
Rosenthal LLP, Mr. Zeballos was Assistant General Counsel for
American International Group, Inc., and Mr. Pfeifer was with White
& Case LLP.

                   About Baker Hostetler

Founded almost 100 years ago in 1916, Baker Hostetler --
http://www.bakerlaw.com/-- is among the nation's 100 largest law
firms with 600 attorneys coast to coast.  The firm has offices in
Cincinnati, Cleveland, Columbus, Costa Mesa, Denver, Houston, Los
Angeles, New York, Orlando and Washington, D.C. Its five primary
practice groups are Business, Employment, Intellectual Property,
Litigation and Tax.


* Butzel Long Attorneys Included in New York Super Lawyers
----------------------------------------------------------
Butzel Long shareholders Robert D. Piliero, Martin E. Karlinsky
and Barry N. Seidel have been included in New York Super Lawyers,
a listing of outstanding lawyers from more than 70 practice areas
who have attained a high degree of peer recognition and
professional achievement.

"Our New York office is growing and has earned a reputation for
skillful attorneys who understand our clients' businesses, how the
current economic and regulatory climate is affecting them and how
to navigate these challenging times.  This peer driven affirmation
of our focus on quality is particularly rewarding," said Phillip
Kessler, the firm's Chairman.

Mr. Piliero focuses his practice on commercial litigation and the
representation of corporate and individual clients.  Mr. Piliero
has extensive trial and appellate experience in both the
prosecution and defense of mid-sized and large companies in state
and federal courts and in arbitration tribunals both domestically
and abroad.  Mr. Piliero is actively engaged in a number of
matters arising out of the turmoil in the credit markets, and is
consistently involved in high-stakes litigation and arbitration
over the ownership and control of businesses, the failure of asset
and stock purchases, the employment and compensation of corporate
officials, ownership and use of trademarks and other intellectual
property, allegations of antitrust violations, and the
enforceability of D&O policies.

A graduate of the Wharton School of Finance and Commerce at the
University of Pennsylvania, Mr. Piliero received a J.D. from
Georgetown University Law Center, where he served as editor-in-
chief of "Law and Policy in International Business."

Mr. Karlinsky, who leads Butzel Long's New York litigation group,
specializes in complex civil litigation, both business-related and
private client.  Over the course of his 33 year career, his
experience has encompassed trial and appellate advocacy in
business and business tort, contract and commercial, securities,
corporate, employment, trusts and estates, partnership, real
estate, and constitutional litigation and arbitration, and
governmental and self-regulatory organization investigations and
proceedings.  He has represented clients across a wide range of
industries including securities and commodities, banking,
investment and investment banking, real estate, technology,
franchising, retail, construction, public relations and
communications and hotel and leisure.

Mr. Karlinsky received a J.D. from the University of San Francisco
School of Law, where he was managing editor of the Moot Court
Board.

Mr. Seidel, a member of the restructuring group, has played an
active role in the representation of many of the largest Chapter
11 debtors, and his experience goes well beyond debtor
representations. He has represented commercial lenders in
connection with the restructuring of their pre-default loans as
well as in connection with their DIP financing activities.  He has
represented official and unofficial creditors' committees, formed
for the purpose of representing the interests of trade, bondholder
or bank creditors.  Mr. Seidel also has advised numerous clients
as to deal structure and strategy for the acquisition of
businesses and assets from financially distressed sellers, both in
and out of bankruptcy court.  His bankruptcy experience
encompasses the representation of bankruptcy fiduciaries.

Since joining the firm, Mr. Seidel has been engaged by the
Committee of Unsecured Creditors of General Motors Corporation to
serve as special counsel.  He was also appointed by the Delphi
Plan Administrator to oversee the implementation of Delphi
Corporation's confirmed chapter 11 plan.

Mr. Seidel received his J.D., cum laude, from the University of
Michigan.

                      About Butzel Long

Butzel Long -- http://www.butzel.com/-- is one of America's
leading law firms, with 240 attorneys and offices in Detroit,
Bloomfield Hills, Lansing and Ann Arbor, Michigan, New York City,
Washington, D.C., Boca Raton and Palm Beach, Florida, as well as
Alliance offices in Beijing, Shanghai, Mexico City and Monterrey.
The firm is also a member of the Washington, D.C. law firm Butzel
Long Tighe Patton. Butzel Long represents clients from diverse
industries on a regional, national and multi-national level and is
a member of Lex Mundi, a global association of 160 independent law
firms.


* Estate Planning and Tax Attorney Joins Hoge Fenton Jones & Appel
------------------------------------------------------------------
Hoge Fenton Jones & Appel disclosed that Robert J. Browning, J.D.,
LL.M., an experienced estate planning and taxation attorney, has
joined the firm.  Browning will be based in the firm's Silicon
Valley office.

Rob Browning counsels clients in complex tax and wealth planning,
estate planning, and trust administration matters.  Mr. Browning's
practice is primarily focused on developing and implementing
creative solutions for his high net worth clients' complex tax
issues, including creating the structures necessary to effect
their wealth planning objectives.

Many of Mr. Browning's clients are multi-generational families
with significant businesses with whom he has worked to create
effective succession plans. Complex family dynamics often come
into play in this area of practice.  Older generations understand
and appreciate Mr. Browning's high level of skill and experience,
while younger generations find it easy to relate to him because he
is a relatively young practitioner in the field. Mr. Browning's
broad tax knowledge and his effective communication skills allow
him to provide his clients with guidance in areas besides estate
planning, as well.

A graduate of Georgetown University, Pepperdine University School
of Law, and the University of Utah, Mr. Browning is a an active
member of the estate planning, trusts and estates, and tax
sections of the American Bar Association, California State Bar,
Santa Clara County Bar, and the Silicon Valley Bar Association.
Mr. Browning also is proud to serve as a member of the Board of
Directors of Hope Services and as a member of the Board of
Trustees of the Foundation for Hope.

"I'm thrilled to be at Hoge Fenton," said Mr. Browning.  "My
clients and I will benefit from the resources and expertise
offered by this larger platform, while enjoying the client service
and environment typically associated with a smaller firm.  I'm
looking forward to working with my new colleagues in other areas
of practice who are so well respected in the legal community."

Steven D. Siner, the firm's Managing Shareholder, added, "Mr.
Browning's arrival is a real boon for our firm as he brings that
enviable mix of skill, experience and dedication which is so
important in estate and wealth planning.  Mr. Browning adds
quality and depth to an already esteemed Estate Planning & Wealth
Management Group.  Mr. Browning's sterling reputation coupled with
his significant abilities make him a wonderful addition to our
firm. Rob's presence will enhance our ability to provide first
rate service to our high net worth clients and businesses."

                       About Hoge Fenton

Since 1952 Hoge Fenton has been synonymous with excellence in
advocacy representation.  Today the firm  provide a single source
of outstanding legal service to businesses and individuals for
their most important needs, including business formation and
transactions, bankruptcy, mergers and acquisitions, intellectual
property, real estate and land use, labor and employment law,
estate planning and wealth management, complex family law matters,
and pretrial, trial, and appellate representation in all areas of
law.


* Dr. Kai-Ching Lin Joins Houlihan Lokey as a Managing Director
---------------------------------------------------------------
Houlihan Lokey disclosed that Dr. Kai-Ching Lin, Ph.D. has joined
the firm's New York office as a Managing Director, specializing in
the valuation of complex securities including structured products
and derivatives.  Prior to joining the firm, Dr. Lin was a
managing director in the Financial Engineering practice of Duff &
Phelps, LLC.  Earlier, he was the global head of quantitative
methodology in the valuation risk group at Credit Suisse, where he
was responsible for developing valuation risk methodology for the
trading of derivatives tied to products such as: equities,
interest rates, credit, mortgages, commodities and life insurance.

Commenting on the hire, Michael A. Fazio, Managing Director and
Global Head of Portfolio Valuation & Advisory Services, said, "We
are excited that Dr. Lin has chosen to join Houlihan Lokey's
platform, and even more excited to be able to offer his expertise
to our clients.  Dr. Lin has more than 12 years of experience in
financial consulting in addition to his academic tenure and deep
experience valuing the complex securities currently held by many
financial institutions. We look forward to having Dr. Lin as part
of our team."

Dr. Lin added, "Houlihan Lokey has established itself as an
authority in the valuation of complex securities and derivatives
on behalf of hedge funds, other financial institutions and even
government entities.  As institutions continue to struggle with
the valuation of these instruments, particularly in light of
evolving standards for mark-to-market accounting, Houlihan Lokey
is well-positioned to help clients face these challenges.  I am
delighted to join the firm."

Dr. Lin received his B.S. from National Taiwan University and a
Ph.D. in mathematics from UCLA.  He taught and conducted research
at various academic institutions, including the University of
Chicago, the University of Wisconsin, UCLA, the Mathematical
Science Research Institute and the University of Alabama.  He was
also Associate Editor of Financial Analysts Journal (FAJ), a
publication for Chartered Financial Analysts.

Houlihan Lokey's Portfolio Valuation & Advisory Services provide
hedge funds, private equity firms, other investment managers and
financial institutions with independent third-party valuation and
advisory services for their illiquid assets.  The firm values a
broad range of securities and instruments including: illiquid debt
and equity securities, mortgage-backed securities, collateralized
debt obligations, collateralized loan obligations and complex
derivative instruments.  The firm's expertise in the valuation of
complex securities and instruments has been particularly relevant
in its advisory roles to creditors of both Lehman Brothers
Holdings and CIT Group.  In June 2009, the firm was appointed to a
new expert group formed by the International Valuation Standards
Committee on the valuation of financial assets and liabilities.

                      About Houlihan Lokey

Houlihan Lokey, an international investment bank, provides a wide
range of advisory services in the areas of mergers and
acquisitions, financing, financial restructuring, and valuation.
The firm was ranked the No. 1 M&A advisor for U.S. transactions
under $2 billion in 2008 and the No. 1 U.S. fairness opinion
advisor over the past 10 years by Thomson Reuters. In addition,
the firm advised on more than 500 restructuring transactions
valued in excess of $1.25 trillion over the past 10 years. Notable
engagements cover numerous sectors and virtually all of the
largest U.S. corporate bankruptcies, including Lehman Brothers,
General Motors, WorldCom and Enron. The firm has more than 800
employees in 14 offices in the United States, Europe and Asia.
Each year we serve more than 1,000 clients ranging from closely
held companies to Global 500 corporations.


* Judge Jaroslovsky Warns Lawyers on Individual Ch 11 Filings
-------------------------------------------------------------
The Honorable Alan Jaroslovsky has warned lawyers in the Northern
District of California about inappropriate individual Chapter 11
filings.

Judge Jaroslovsky posted this notice at
http://www.canb.uscourts.gov/files/notice%20re%20chapter%2011.pdf
saying:

"There has been a recent spate of individual Chapter 11 cases
filed by attorneys who have neither the experience nor the
education nor the competence to venture into Chapter 11.  I
believe that there are very few bankruptcy lawyers other than
State Bar certified specialists who should be contemplating
representation of Chapter 11 debtors in possession.

"I see rampant errors being made in issues relating to cash
collateral, conflicts of interest, and compensation.

"The use of cash collateral without permission, even for necessary
expenses, is usually fatal to Chapter 11 cases.  There are
procedures in place to obtain emergency permission to use cash
collateral.  If you don't know them, you should not be taking
Chapter 11 cases.

"A Chapter 11 is not just a big Chapter 13.  If you represent a
Chapter 11 debtor in possession, your client is the estate, not
the debtor personally.  Failure to understand this results in
serious liability exposure.

"Forget about trying to fix your compensation.  You will be paid
what I allow, period.  I suggest you not spend retainers until
your fees are allowed to avoid having to return money you have
already spent.

"I see frequent malpractice in individual Chapter 11 cases and I
am quick to note it on the record.  Your employment will not be
approved unless you have substantial current malpractice
insurance.  If you are going 'bare', don't even think about taking
a Chapter 11 case."


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

In Re Kelley Septic Tank & Backhoe Service, Inc.
   Bankr. N.D. Ala. Case No. 09-84177
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/alnb09-84177.pdf

In Re BLACK KNIGHTS LLC
   Bankr. D. Ariz. Case No. 09-25787
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/azb09-25787.pdf

In Re CHRIS HANSON
   Bankr. D. Ariz. Case No. 09-25749
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/azb09-25749.pdf

In Re Todd Malan
   Bankr. D. Ariz. Case No. 09-25679
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/azb09-25679.pdf

In Re MM Group Corporation
   Bankr. C.D. Calif. Case No. 09-37889
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/cacb09-37889.pdf

In Re 3060 Main, LLC
   Bankr. D. Conn. Case No. 09-52040
      Chapter 11 Petition filed October 13, 2009
         Filed as Pro Se

In Re The Deli Den, LLC
   Bankr. S.D. Fla. Case No. 09-32072
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/flsb09-32072.pdf

In Re Bernhard Groth, Inc.
   Bankr. N.D. Ill. Case No. 09-38087
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/ilnb09-38087.pdf

In Re Azar Holdings LLC
   Bankr. N.D. Ill. Case No. 09-38170
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/ilnb09-38170.pdf

In Re All-Pro Services, Inc.
   Bankr. D. Kans. Case No. 09-41721
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/ksb09-41721.pdf

In Re Stephen E. Labate
      Rebecca Labate
   Bankr. N.D. Ohio Case No. 09-64245
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/ohnb09-64245.pdf

In Re Trans National Bus and Coach
   Bankr. E.D. Okla. Case No. 09-81761
      Chapter 11 Petition filed October 13, 2009
         Filed as Pro Se

In Re MARCIAS BAKERY INC.
   Bankr. D. P.R. Case No. 09-08709
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/prb09-08709.pdf

In Re Amore Beauty & Spa, Inc
       dba A Relax Me Beauty And Spa
   Bankr. S.D.N.Y. Case No. 09-16107
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/nysb09-16107.pdf

In Re Brauer Properties, Inc.
   Bankr. S.D.N.Y. Case No. 09-37811
      Chapter 11 Petition filed October 13, 2009
         See http://bankrupt.com/misc/nysb09-37811.pdf

In Re Luis Augusto Barajas, Jr.
   Bankr. C.D. Calif. Case No. 09-37986
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/cacb09-37986.pdf

In Re Janice Pine
       aka Janice Brooks Pine
   Bankr. C.D. Calif. Case No. 09-38118
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/cacb09-38118.pdf

In Re Benedicte deVeleschauwer
   Bankr. S.D. Calif. Case No. 09-15559
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/casb09-15559.pdf

In Re Deep Sea Ventures at Lakeside, LLC
       d/b/a Fish City Grill
   Bankr. M.D. Fla. Case No. 09-23253
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/flmb09-23253.pdf

In Re Douglass Roofing, Inc
   Bankr. S.D. Fla. Case No. 09-32153
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/flsb09-32153.pdf

In Re Imperial Trailer Manufacturing, Inc.
   Bankr. S.D. Ill. Case No. 09-60724
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/ilsb09-60724.pdf

In Re AMA Q1, LLC
       dba Quizno's
   Bankr. E.D. Mich. Case No. 09-71753
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/mieb09-71753.pdf

In Re DE Holdings Plus, LLC
   Bankr. D. Minn. Case No. 09-46888
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/mnb09-46888.pdf

In Re Direct Properties LLC
   Bankr. D. Minn. Case No. 09-46894
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/mnb09-46894.pdf

In Re L Frumusa Family Enterprise P1 LLC
   Bankr. W.D. N.Y. Case No. 09-22698
      Chapter 11 Petition filed October 14, 2009
         Filed as Pro Se

In Re Motor City, Inc.
   Bankr. W.D. Pa. Case No. 09-27562
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/pawb09-27562.pdf

In Re Ronald E. Layher
   Bankr. E.D. Tenn. Case No. 09-52822
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/tneb09-52822.pdf

In Re Randall Duane Reed
      Crystal Dawn Reed
   Bankr. M.D. Tenn. Case No. 09-11796
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/tnmb09-11796.pdf

In Re Mountain Vista Valley Development Co., LLC
   Bankr. W.D. Tenn. Case No. 09-31394
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/tnwb09-31394.pdf

In Re Planetary Subsurface Utilities Inc.
       aka Planetary Subsurface Utilities Contractors, LLP
   Bankr. N.D. Tex. Case No. 09-36933
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/txnb09-36933.pdf

In Re Kurt Boccanegra Fischer
   Bankr. E.D. Va. Case No. 09-18456
      Chapter 11 Petition filed October 14, 2009
         See http://bankrupt.com/misc/vaeb09-18456.pdf

In Re Pacific West Partners
   Bankr. N.D. Calif. Case No. 09-58836
      Chapter 11 Petition filed October 15, 2009
         See http://bankrupt.com/misc/canb09-58836.pdf

In Re Commons at Ponce, LLC
   Bankr. N.D. Ga. Case No. 09-87361
      Chapter 11 Petition filed October 15, 2009
         See http://bankrupt.com/misc/ganb09-87361.pdf

In Re Smokebear Transportation, Inc.
   Bankr. D. N.J. Case No. 37442
      Chapter 11 Petition filed October 15, 2009
         See http://bankrupt.com/misc/njb09-37442.pdf

In Re OSA STRATEGIC ASSETS, LLC
   Bankr. D. Nev. Case No. 09-29490
      Chapter 11 Petition filed October 15, 2009
         See http://bankrupt.com/misc/nvb09-29490.pdf

In Re Prevention I, Inc.
   Bankr. E.D.N.Y. Case No. 09-49040
      Chapter 11 Petition filed October 15, 2009
         See http://bankrupt.com/misc/nyeb09-49040.pdf

In Re STONY ACQUISTIONS, INC.
      C/O SONIX MEDICAL RESOURCES INC.
   Bankr. E.D.N.Y. Case No. 09-77787
      Chapter 11 Petition filed October 15, 2009
         See http://bankrupt.com/misc/nyeb09-77787.pdf

   In Re CHATMONHAD RESOURCES, INC.
         C/O SONIX MEDICAL RESOURCES INC.
      Bankr. E.D.N.Y. Case No. 09-77788
         Chapter 11 Petition filed October 15, 2009
            See http://bankrupt.com/misc/nyeb09-77788.pdf

   In Re ENGLEWOOD RESOURCES, INC.
         C/O SONIX MEDICAL RESOURCES INC.
      Bankr. E.D.N.Y. Case No. 09-77789
         Chapter 11 Petition filed October 15, 2009
            See http://bankrupt.com/misc/nyeb09-77789.pdf

In Re MAGALI FEBLES MORETA
       dba MAGALI FEBLES SALON
   Bankr. D. P.R. Case No. 09-08760
      Chapter 11 Petition filed October 15, 2009
         See http://bankrupt.com/misc/prb09-08760.pdf

In Re Richard W. Evans
       dba The Best Little Post House in Hollywood
   Bankr. C.D. Calif. Case No. 09-38443
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/cacb09-38443.pdf

In Re Amir Bahador
   Bankr. S.D. Calif. Case No. 09-15721
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/casb09-15721.pdf

In Re RLJ Sales Service & Maintenance LLC
   Bankr. D. Conn. Case No. 09-52076
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/ctb09-52076.pdf

In Re JRL LLC
   Bankr. D. Conn. Case No. 09- 52077
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/ctb09-52077.pdf

In Re Gulfcoast Ear Nose & Throat Associates, P.A.
   Bankr. M.D. Fla. Case No. 09-23454
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/flmb09-23454.pdf

In Re Jose Alberto Berrios
      Maureen Jennifer Berrios
   Bankr. M.D. Fla. Case No. 09-23457
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/flmb09-23457.pdf

In Re JNC Materials, LLC
   Bankr. D. N.J. Case No. 09-37532
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/njb09-37532.pdf

In Re WESTERN FOOT AND ANKLE CENTER, LLC
   Bankr. D. Nev. Case No. 09-53663
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/nvb09-53663.pdf

In Re TIMOTHY M. MOONEY
   Bankr. D. Nev. Case No. 09-53664
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/nvb09-53664.pdf

In Re Joseph F. Ewa, M.D., P.C.
   Bankr. E.D.N.Y. Case No. 09-49095
      Chapter 11 Petition filed October 16, 2009
         Filed as Pro Se

In Re Richard R. Kitchin, Jr.
      Donna Kitchin
   Bankr. E.D. Pa. Case No. 09-17891
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/paeb09-17891.pdf

In Re MANUEL R. PRATS VEGA
       aka MANUEL RAMON PRATS VEGA
       dba GUAYNABO 3D CT & MRI CENTER
   Bankr. D. P.R. Case No. 09-08785
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/prb09-08785.pdf

In Re Savannah Lina Robinson
       dba Law Office of Savannah Robinson
   Bankr. S.D. Tex. Case No. 09-20715
      Chapter 11 Petition filed October 16, 2009
         See http://bankrupt.com/misc/txsb09-20715.pdf



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **