TCR_Public/091023.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 23, 2009, Vol. 13, No. 293

                            Headlines

ACCURIDE CORP: U.S. Trustee Forms 5-Member Creditors' Committee
ACCURIDE CORP: Selects Deloitte as Tax Services Provider
ACCREDITED HOME: Wants Excl. Plan Filing Extended Until Oct. 30
ADAMS DAIRY: Wants to Hire Berman DeLeve as Attorney
AGRIPROCESSORS INC: Feldman Testifies in Rubashkin's Fraud Trial

ALEKSANDR VILCHITSA: Voluntary Chapter 11 Case Summary
AIR INDUSTRIES: Files Form 15 to Suspend SEC Reporting Obligations
AIRBORNE HEALTH: Moody's Withdraws 'Ca' Corporate Family Rating
ALIXPARTNERS LLP: S&P Raises Corporate Credit Rating to 'BB'
AMERICAN INT'L: Pay Czar to Cut Compensation at Bailed-Out Firms

ANDERLEE INC: Case Summary & 8 Largest Unsecured Creditors
ASSET RESOLUTION: Files Schedules of Assets & Liabilities
ASARCO LLC: Halcyon Seeks Allowances of Subs. Contribution claims
ASARCO LLC: Judge Hanen to Hold Hearing on Parent & Union Dispute
ASARCO LLC: Opposes Renewed Request for Stay on SCC Reimbursements

ATLAS TRAFFIC: Case Summary & 20 Largest Unsecured Creditors
BANK OF AMERICA: Pay Czar to Half Average Pay for Select Employees
BERNIE KOSAR: Rejoins Cleveland Browns as Consultant
BRIGHAM EXPLORATION: S&P Raises Corporate Credit Rating to 'B-'
BSC DEV'T: New Buffalo Statler Stops Payment on Good Faith Check

BUILDING MATERIALS: Begins Soliciting Votes on Plan
CABI DOWNTOWN: Condo Buyers File Suit over Contract Deposits
CALIFORNIA COASTAL: Misses $760,000 Interest Payments Due Oct. 14
CANWEST GLOBAL: Canadian Court Sets Nov. 19 Claims Bar Date
CANWEST GLOBAL: Sees Plan Implementation by Mid-April

CANWEST GLOBAL: Recapitalization Milestone Extended
CANWEST GLOBAL: U.S. Court's Preliminary Injunction Order
CATHOLIC CHURCH: 8 Claimants Seek Lift Stay to Pursue Alaska Trial
CATHOLIC CHURCH: Committee Commences Avoidance Action vs. CTNA
CATHOLIC CHURCH: Fairbanks Committee Sues CBNA & Parishes

CATHOLIC CHURCH: Catholics Support Wilmington Bankruptcy Filing
CATHOLIC CHURCH: Wilmington's First-Day Motions Approved
CATHOLIC CHURCH: Wilmington Plans to Have Abuse Mediations
CHEMTURA CORP: Notifies Ex-Witco Employees of Bar Date
CHEMTURA CORP: Various Parties Object to Professional Fees

CIT GROUP: Bond Exchange May 'Burn' Investors, Analyst Says
CITIGROUP INC: Registers 3 Securities with NYSE Arca
CITIGROUP INC: Pay Czar to Reduce Compensation at Bailed Out Firms
CITIZEN REPUBLIC: Posts Third Quarter 2009 Results
CLARENS JUNIOR GELIN: Case Summary & 16 Largest Unsec. Creditors

CMR MORTGAGE: Files Disclosure Statement to Chapter 11 Plan
COCKROFT DAIRY: Files for Chapter 11 Bankruptcy Protection
COMMUNITY AZTEC LIMOUSINE: Voluntary Chapter 11 Case Summary
COOPER-STANDARD: Committee Proposes Protocol for Access to Info
COOPER-STANDARD: Proposes Dec. 4 General Claims Bar Date

COOPER-STANDARD: Warren H. Smith Appointed as Fee Auditor
COYOTES HOCKEY: NHL Awaits Guidance From Court on Revision of Bid
DAEWOO LOGISTICS: Wins Chapter 15 Relief in United States
DANIEL RAY MOXLEY: Case Summary & 20 Largest Unsecured Creditors
DDJ DISPOSAL #1: Case Summary & 5 Largest Unsecured Creditors

DOCTORS COMMUNITY: Arent Settles With Builders Over Defense Fees
DOMARK INT'L: Posts $275,830 Net Loss in Quarter Ended Aug. 31
EASTMAN KODAK: Closes Tender Offer; 98% of Notes Validly Tendered
EDDIE BAUER: Google Seeks Bilked Funds From Eddie Bauer Sale
EDSCHA NORTH AMERICA: Halting Production

EDUCATION MANAGEMENT: Moody's Affirms 'B1' Corporate Family Rating
EMISPHERE TECHNOLOGIES: Restates Reports to Reflect MHR Warrants
EMISPHERE TECHNOLOGIES: Mulls Options on $1.03MM Goldberg Judgment
EPIX PHARMACEUTICALS: Joseph Finn Assignee for Creditor's Benefit
FAIRPOINT COMMUNICATIONS: May Ask for Union Concessions

FATBURGER RESTAURANTS: Closing Eight Restaurants
FONTAINEBLEAU LV: Has Lenders' Consent to $583,000 Cash Collateral
FORD MOTOR: Plans to Make SUV in Kentucky to Export to Europe
FRASER PAPERS: CCAA Stay Extended Through December 4
FRED LEIGHTON: Merrill Cries Foul Over Professional Fees

GALLERIA USA: Todd Neilson Appointed as Chapter 11 Trustee
GATEWAY ETHANOL: Has Until Nov. 29 to File Plan of Reorganization
GATEWAY ETHANOL: DIP Facility Now Requires Asset Sale by Oct. 31
GMAC INC: Pay Czar Cuts Compensation at Bailed-Out Firms
GRANDVIEW WATER: Case Summary & 20 Largest Unsecured Creditors

GREEKTOWN HOLDINGS: Luna/Plainfield Files Motion to Withdraw Plan
HOLLY CORP: Moody's Assigns 'B1' Rating on $100 Mil. Notes
HOLLY CORP: S&P Affirms Corporate Credit Rating at 'BB'
IGOURMET.COM: Sales Drop, Failure to Secure Credit Cause Ch 11
INFOLOGIX INC: Forbearance Pact Extended to November 12

IPCS INC: Signs Deal to be Merged with Sprint Nextel Unit
IPCS INC: Shuman Probes Board for Breach of Fiduciary Duty
IRVINE SENSORS: Issues 5-Year Warrant to Investment Banker
JABIL CIRCUIT: Moody's Affirms Corporate Family Rating at 'Ba1'
JOSE LEON: Voluntary Chapter 11 Case Summary

LAKE AT LAS VEGAS: DIP Facility Extended to December 31
LAS VEGAS SANDS: Seeks Funding to Revive Macau Casino Expansion
LEHMAN BROTHERS: Ex-Bankers Assert $100 Mil. Claims in Lost Pay
LEHMAN BROTHERS: Goldman Sachs, CBI Buy Claims
LEHMAN BROTHERS: HKMA Updates on Minibond Cases

LEHMAN BROTHERS: MAS Welcomes Deal on Minibond Notes
LINENS 'N THINGS: Noteholders Clash with Gardere Over Budget
LYONDELL CHEMICAL: Air Products Amends 503(b)(9) Claims
M.J. MILLER INC: Voluntary Chapter 11 Case Summary
MELODY HOWARTH: Case Summary & 8 Largest Unsecured Creditors

MERIDIAN RESOURCE: Fortis Forbearance Extended to November 15
MERISANT WORLDWIDE: Seeks Dec. 19 Extension of Plan Exclusivity
MERRILL LYNCH: Documents Raise Skepticism on BofA Execs.
MGM MIRAGE: Says Kerkorian Moove an Effort to Boost Stock Value
MORRIS PUBLISHING: Restates $136.5MM Loan; Tranche Buys Bank Debt

NAVISTAR INT'L: Unveils $1.5 Billion Debt Offerings
NAVISTAR INT'L: Has Deal With SEC Over Restatement of Financials
NAVISTAR INT'L: Sees FY2009 Net Income at Lower End of Guidance
NAVISTAR INT'L: Moody's Assigns 'B1' Corporate Family Rating
NAVISTAR INT'L: S&P Assigns 'BB-' Rating on $1 Bil. Bonds

NTK HOLDINGS: Files Prepackaged Plans of Reorganization
OPUS WEST: Gets Nod to Reject Phoenix HQ Office Lease
OPUS WEST: Proposes to Reject Phoenix Equipment Lease
OPUS WEST: Proposes to Reject Sacramento Office Lease
P & M INDUSTRIES INC: Case Summary & 20 Largest Unsec. Creditors

PCS EDVENTURES: Receives "Wells Notice" From Sec Staff
PHILADELPHIA NEWSPAPERS: Bruce Toll Sweetens Bid by $20 Million
PILGRIM'S PRIDE: Shareholders to Vote on JBS-Backed Plan
PTC ALLIANCE: Bankruptcy to Cost Hannibal $45,000
QUANTUM GROUP: Receives Delisting Notice From Amex

READER'S DIGEST: Interactive Division Head to Resign
READER'S DIGEST: Trustee Wants More Info on Funds
REAL MEX: Michael Linn Gives Board Seat to Anthony Polazzi
REBECCA ENGLE: Tries to Fight Securities Fraud Lawsuit
RED RIVER ENERGY: Dist. Ct. Won't Review Shareholder Duty Decision

R.H. DONNELLEY: Further Tweaks Plan & Disclosure Statement
R.H. DONNELLEY: Says Committee Trading May Affect Playing Field
R.H. DONNELLEY: Set to Solicit Votes on Chapter 11 Plan
RIVERVIEW VENTURES: Voluntary Chapter 11 Case Summary
ROBERT GRIMSLEY: Voluntary Chapter 11 Case Summary

ROCKWELL DIAMONDS: Posts C$6.6MM Loss in 6 Months Ended Aug. 31
RURAL/METRO OPERATING: Moody's Puts 'Ba3' Rating on $40 Mil. Loan
SASY HOLDINGS LLC: Voluntary Chapter 11 Case Summary
SEMGROUP LP: Facing Objections to Plan at Oct. 26 Hearing
SEMGROUP LP: Gets Court Nod to Use Cash Collateral Until Dec. 18

SEMGROUP LP: Nov. 30 Extension of DIP Loan Okayed on Final Basis
SEMGROUP LP: Proposes Settlement Pact With J. Aron
SIX FLAGS: Citigroup Discloses 6.4% Equity Stake
SIX FLAGS: Court OKs Houlihan Lokey as Advisor
SIX FLAGS: Gets Court Nod to Settle New Orleans Issues

SOUTH COLLINS: Case Summary & 11 Largest Unsecured Creditors
SPRINT NEXTEL: Signs Deal to Acquire iPCS Inc. for $831-Mil.
STEVEN LEROY AYRES: Case Summary & 20 Largest Unsecured Creditors
SQUIRES MOTEL: Court Dismisses "New Debtor Syndrome" Case
STANT PARENT: Holdings Files Amended Schedules of Assets & Debts

STANT PARENT: Milestone Deadline under DIP Facility on Oct. 24
STANT PARENT: Court OKs Sale of All Assets to Vapor Acquisition
STARTRANS INC: Files Schedules of Assets and Liabilities
STARTRANS INC: Pushes to Sell Non-cash Assets for $24 Million
STARTRANS INC: Wants to Hire McCarth Law as Counsel

STRATEGIC RESOURCE: Provides Default Statuts Report
SUNRISE SENIOR: Annual Stockholders' Meeting on November 18
TAVERN ON THE GREEN: NY City Claims Ownership of Name
TETON ENERGY: JPMorgan-Led Lenders Extend Forbearance to Nov. 6
TIGER PACIFIC: Completes Forbearance and Loan Transaction

TIMOTHY CORCORAN: Case Summary & 19 Largest Unsecured Creditors
TISHMAN SPEYER: Moves Closer to Default After Losing Court Ruling
TOUSA INC: Banks Seek Stay of Fraudulent Transfer Judgment
TRICOM SA: Set to Exit Chapter 11 After Plan Gets OK
TROY ELEVATOR: Propose Bradshaw Fowler sa General Counsel

TXCO RESOURCES: Creditors Agree to Two More Weeks Exclusivity
UAL CORP: Enters into Funding Agreement with SkyWest
UAL CORP: Provides Financial Projections for 4th Quarter
UAL CORP: Reports September 2009 Traffic Results
UAL CORP: United MEC Selects Wendy Morse as Chairman

UNIVERSAL ENERGY: Converts Remaining Debt Into Common Shares
US DEVELOPMENT: Names Polsinelli Shughart as Counsel
WESTERN LIBERTY: Receives Delisting Notice From NYSE Amex
WHITEHALL JEWELERS: Proposes Plan Exclusivity Until Dec. 23
WILLIAM WISE: Case Summary & 14 Largest Unsecured Creditors

* 264 Companies Remain Vulnerable to Default, S&P Says
* Speculative-Grade Spread Tightens Marginally to 706 Bps
* U.S. Default Rate Expected to Drop to 6.9% in Sept. 2010

* Chemicals Industry Showing Resilience to Economic Challenges
* Geithner Says Core TARP Programs Ending
* Senate Panel Considers Bill to Ease Bankruptcy Requirements

* BOOK REVIEW: Calling a Halt to Mindless Change - A Plea for
               Commonsense Management

                            *********

ACCURIDE CORP: U.S. Trustee Forms 5-Member Creditors' Committee
---------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors of Accuride Corporation and its debtor-
affiliates.

The members of the Committee:

   1) The Bank of New York Mellon Trust Company, N.A.
      Attn: Dennis Roemlein
      601 Travis Street, 16 Floor
      Houston, TX 77002
      Tel: (713) 483-6531
      Fax: (713) 483-6979

   2) Ryerson
      Attn: James Doseck
      440 Peachtree Industrial Blvd.
      Norcross, GA 30071
      Tel: (678) 291-4162
      Fax: (678) 291-4163

   3) Dawlen Corporation
      Attn: Faith Small
      2029 Micor Drive
      PO Box 884
      Jackson, MI 49204
      Tel: (517) 787-2200
      Fax: (517) 768-1766

   4) B&D Thread Rolling, Inc.
      Attn: Scott Sanderson
      25000 Brest Rd.
      Taylor, MI 48180
      Tel: (734) 728-7070
      Fax: (734) 946-0776

   5) Church Electric
      Attn: Thomas H. Church, Jr.
      7605 Old French Rd.
      Erie, PA 16509,
      Tel: (814) 868-1858
      Fax: (814) 866-6387

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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

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

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

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


ACCURIDE CORP: Selects Deloitte as Tax Services Provider
--------------------------------------------------------
Accuride Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Deloitte Tax LLP as their tax services provider.

The firm has agreed to provide various bankruptcy tax and other
ordinary course tax services. The firm's standard hourly rates:

   Partner/Principal/Director         $680
   Senior Manager                     $550
   Manager                            $460
   Senior                             $360
   Other Professional Personnel       $300

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

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

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

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

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


ACCREDITED HOME: Wants Excl. Plan Filing Extended Until Oct. 30
---------------------------------------------------------------
Accredited Home Lenders Holding Co. and its affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend the
period during which the Debtors have the exclusive right to
(i) file a plan of reorganization through Oct. 30, 2009, and (ii)
solicit acceptances of the plan through Dec. 31, 2009.

This was the second request by Accredited Home for an extension.

The Court is set to consider the Debtor's motion on Oct. 30, 2009,
at 10:30 a.m., prevailing Eastern Time.  Objections, if any are
due on Oct. 23, 2009 at 4:00 p.m., prevailng Eastern Time.

The Debtors relate that they have commenced negotiations on a plan
of reorganization with the Committee, and have had several
meetings with the Committee and its professionals.  The Debtors
have been evaluating and drafting a liquidating plan and
disclosure statement, and attendant documents as a liquidation
analysis.  The Debtors hope to be able to confirm a consensual
plan, and intend to cooperate with the Committee to carve at a
plan that will preserve the rights of all parties while allowing
the remaining assets of the Debtors estates to be liquidated and
distributed to creditors.

Accredited Home Lenders Holding Co. -- http://www.accredhome.com/
-- is a mortgage banker servicing U.S. markets for conforming and
non-prime residential mortgage loans operating throughout the U.S.
and in Canada.  Founded in 1990, the company is headquartered in
San Diego.  The Company was acquired by Lone Star Funds for
$300 million in October 2007.  Lone Star also owns Bruno's
Supermarkets LLC and Bi-Lo LLC, two grocery retailers in
Chapter 11.

Accredited Home and its affiliates filed for Chapter 11 on May 1,
2009 (Bankr. D. Del. Lead Case No. 09-11516).  Gregory G. Hesse,
Esq., Lynnette R. Warman, Esq., and Jesse T. Moore, Esq., at
Hunton & William LLP, represent the Debtors as counsel.  Laura
Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP, serve as Delaware
counsel.  Kurtzman Carson Consultants is the Debtors' claims
agent.  Andrew I Silfen, Esq., Schuyler G. Carroll, Esq., Robert
M. Hirsch, Esq., at Arent Fox LLP in New York, and Jeffrey N.
Rothleder, Esq., at Arent Fox LLP in Washington, DC, represent the
official committee of unsecured creditors as co-counsel.  Neil R.
Lapinski, Esq., and Shelley A. Kinsella, Esq., at Elliott
Greenleaf, represent the Committee as Delaware and conflicts
counsel.

According to its bankruptcy petition, Accredited Home's assets
range from $10 million to $50 million and its debts from
$100 million to $500 million.


ADAMS DAIRY: Wants to Hire Berman DeLeve as Attorney
----------------------------------------------------
Adams Dairy Development LLC asks the U.S. Bankruptcy Court for the
Western District of Missouri for permission to employ Berman,
DeLeve, Kuchan & Chapman LC as its attorney.

The firm has agreed to:

   a) advise the Debtor with respect to its rights and obligations
      as Debtor and Debtor-in-Possession and regarding compliance
      with the Bankruptcy Code;

   b) prepare and file any and all petitions, schedules, statement
      of affairs, motions, applications, plan of reorganization
      and any and all other pleadings and documents which may be
      required in this proceeding;

   c) represent the Debtor at the meeting of creditors,
      confirmation, and related hearings and any continued or
      adjourned hearings thereof;

   d) solicit consents to the Debtor's proposed plan of
      reorganization; disclosures and communications with
      creditors relating thereto; and securing confirmation of
      said plan;

   e) represent the Debtor with respect to any matters that may
      arise in connection with the Debtor's reorganization
      proceeding and the conduct and operation of the Debtor's
      business; and

   f) examine claims of creditors in order to determine their
      validity, priority, and amount; giving advice and counsel to
      the applicants in connection with legal problems, including
      securing Debtor-in-Possession financing, the use of cash
      collateral, the sale of property of the estate, the
      assumption and rejection of unexpired leases and executory
      contracts, and the protection of the Debtor's interests with
      respect to any contested or adversary matters.

Ronald S. Weiss, Esq., attorney at the firm, charges $250 per hour
for this engagement.  The firm's other attorneys bill between $125
and $200 per hour, and paralegals bill between $60 and $75 per
hour.

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

Headquartered in Grain Valley, Missouri, Adams Dairy Development,
L.L.C., filed for Chapter 11 protection on Oct. 1, 2009 (Bankr.
W.D. Miss Case No. 09-44821).  In its petition, the Debtor listed
both assets and debts between $10 million and $50 million.


AGRIPROCESSORS INC: Feldman Testifies in Rubashkin's Fraud Trial
----------------------------------------------------------------
Former Agriprocessors Inc. manager Sholom Rubashkin said after an
immigration raid in May 2008 that he intentionally diverted money
meant to pay off a bank loan back into the plant's operating
budget, The Associated Press reports, citing Bernard Feldman, who
replaced Mr. Rubashkin.  According to The AP, Mr. Feldman
testified in the fraud trial on Wednesday.  Mr. Rubashkin faces 91
financial fraud charges, including bank fraud, mail and wire fraud
and money laundering.  He has pleaded not guilty, according to The
Associated Press.  The report says that prosecutors claim that
Agriprocessors intentionally defrauded First Bank on a revolving
$35 million loan by faking invoices from meat dealers.

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


ALEKSANDR VILCHITSA: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Joint Debtors: Aleksandr Vilchitsa
                  dba Gutters Plus
                  dba Quality Custom Builders
                  dba AV Contracting
               Alla A. Vilchitsa
               5100 Auburn Folsom Rd
               Granite Bay, CA 95746

Bankruptcy Case No.: 09-42658

Chapter 11 Petition Date: October 19, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtors' Counsel: Ravi Sakthivel, Esq.
                  4568 Feather River Dr #A
                  Stockton, CA 95219
                  Tel: (209) 476-1010

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

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

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

The petition was signed by the Joint Debtors.


AIR INDUSTRIES: Files Form 15 to Suspend SEC Reporting Obligations
------------------------------------------------------------------
Air Industries Group, Inc., on October 21 said it has completed
and filed with the United States Securities and Exchange
Commission its Annual Report on Form 10-KA for the Fiscal Year
Ended December 2007, and its Annual Report on Form 10-K for the
fiscal year ended December 2008, together with its Quarterly
Reports for the three-month periods ending March and June 2009.

In addition the Company has voluntarily filed a Form 15 with the
SEC to suspend the Company's reporting obligations.  Upon the
filing of the Form 15, the Company's obligation to file periodic
and current reports with the SEC, including Forms 10-K, 10-Q and
8-K, will be immediately suspended.  The Company expects the
registration of its common stock will be terminated within 90
days.  As a result of deregistration, the Company's securities
will not be eligible for trading on any national exchange or the
OTC Bulletin Board; however, the Company's securities may remain
eligible for quotation on the Pink Sheets, as they are now.

Mr. Michael Taglich, Chairman of the Board of Air Industries
Group, Inc., commented: "The past twelve months have been very
eventful for the Company and much has been accomplished to return
Air Industries to the consistently cash flow positive, customer
centric enterprise that it is [Wednes]day, starting with a
critical $6 million subordinated debt and equity financing late
last year.  The $6 million allowed the Company the flexibility to
restore a financially overstretched supply chain.  With adequate
working capital, our management was allowed to do what it does
best, focus on making critical, difficult-to-make aircraft parts.
I would like to thank our President, Peter Rettaliata, our
divisional Presidents, Dario Peragallo and Gary Settoducato, and
our other hardworking officers and employees, heroes of which
there are many; they dialed it up together as a team and made it
happen.

"In October 2008, our subsidiary Sigma Metals, Inc., reduced its
operations and sold certain intangible and some minor tangible
assets to the former owners of Sigma.  The other assets of Sigma,
principally inventory and accounts receivable, were and continue
to be sold with the proceeds reducing Sigma's debt.

"After completion of the $6 million subordinated debt financing
management at Air Industries Group, Inc., was able to focus on
other goals for the balance of 2008 and 2009.  These goals
included:

   1.  Improving Air Industries Machining, Corp.'s relationships
       with its customers,

   2.  Improving our relationships with our many vendors, and
       with its customers,

   3.  Reducing our overhead costs,

   4.  Renegotiating our Loan covenants to eliminate existing
       defaults with our Senior and Subordinated Lenders, and

   5.  Continuing the growth of our core business at our Air
       Industries Machining, Corp. subsidiary and accelerating the
       growth of our Welding Metallurgy, Inc. subsidiary.

"All of these initiatives have a singular goal -- returning the
Company to profitability.

"We are very pleased that Air Industries Group, Inc. has enjoyed
sales increases at both operating subsidiaries and has had
positive cash flow in each month of our current fiscal year.

"I am pleased to report that we have made significant progress.
Our relationships with our major customers have improved as we
have been able to deliver products to them in a more timely
manner.  Similarly our improved financial condition has enabled us
to restore our vendor relationships to more normal terms. We have
embarked on a significant firm-wide cost reduction program and
have been able to accomplish a high percentage of our planned
savings.  We have completed the renegotiation of our loan
agreements and believe that our relationship with our lenders is
much improved from what it was one year ago.  We have also made
significant investments in machinery and equipment for our
manufacturing facility to improve efficiency and reduce costs."

Mr. Taglich continued: "The Board of Directors has decided to file
a Form 15 with the SEC to suspend our obligation to file periodic
and current reports.  We have done this to reduce the demands on
our financial reporting staff enabling them to focus their energy
entirely on improving our internal operations, and to reduce the
legal and accounting fees associated with external reporting
obligations.

"I am also pleased to announce that Air Industries Group, Inc.
will be scheduling an annual meeting of stockholders for late
January or early February of 2010.  While we will not be filing a
proxy statement with the SEC, we will be sending information that
is substantially equivalent to a proxy statement to shareholders
prior to the meeting."

                      About Air Industries

Air Industries Group, Inc. (PINKSHEETS: AIRI) is an integrated
manufacturer of precision components for the aerospace and defense
industry.  The Company designs and manufactures structural parts
and assemblies that focus on flight safety, including landing
gear, arresting gear, engine mounts and flight controls.  Air
Industries Group, through its Welding Metallurgy subsidiary, also
provides sheet metal fabrication, such as oil tanks and aircraft
engine inlet ducts, tube bending, and welding services, as well as
distributing specialty metals that are a critical component in the
aerospace supply chain.


AIRBORNE HEALTH: Moody's Withdraws 'Ca' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service withdrew the debt ratings of Airborne
Health, Inc., in light of the acquisition of the assets of
Airborne by a new entity formed by GF Capital Private Equity Fund,
LP, a New York City based private equity firm.  Details of the
transaction were not disclosed.  The ratings were withdrawn
because the rated entity's assets have been sold and the entity is
being wound down.

Moody's withdrew these ratings:

* Corporate Family Rating of Ca;

* Probability of Default Rating of D;

* $20 million first lien secured revolving credit facility due
  2012, rated Ca (LGD 4, 64%); and

* $135 million first lien secured term loan due 2012, rated Ca
  (LGD 4, 64%).

On February 9, 2009, Airborne's corporate family rating was
downgraded to Ca, following covenant violations and Airborne's
failure to pay a principal installment.

Airborne Health, Inc, headquartered in Bonita Springs, Florida,
markets the "Airborne" effervescent health formula that is
designed to support the immune system.  The company's products are
distributed nationwide through about 70,000 supermarkets,
drugstores, discounters, club stores, and other retail locations.


ALIXPARTNERS LLP: S&P Raises Corporate Credit Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
issue-level ratings on Southfield, Michigan-based AlixPartners LLP
by one notch.  The corporate credit rating was raised to 'BB' from
'BB-'.  These ratings were removed from CreditWatch, where they
were placed with positive implications s1, 2009.  The rating
outlook is stable.  AlixPartners had total debt outstanding of
$371 million as of June 30, 2009.

"The ratings upgrade is based on AlixPartners' solid operating
performance and improving financial measures," said Standard &
Poor's credit analyst Andy Liu.

The 'BB' rating reflects the company's size relative to peers, the
competitive market for consulting services, and some business
cycle exposure, especially as the company gains scale.
AlixPartners' somewhat flexible cost structure, strong margins,
and good discretionary cash flow partially offset these factors.

AlixPartners' main practice areas are financial advisory,
enterprise improvement, information management services, and
turnaround and restructuring.  The company's expert-driven model,
with a 1-to-5 ratio of managing directors to staff, has enabled
the company to enjoy higher-than-average billing rates and to
achieve very high average consultant utilization.

For the quarter ended June 30, 2009, AlixPartners' revenues and
EBITDA increased 20% over the prior-year period.  The performance
at the firm's information management services and turnaround and
restructuring practices were particularly strong.  This partially
contributed to the significant improvement in credit measures.
For the 12 months ended June 30, 2009, lease-adjusted EBITDA
coverage of interest and lease-adjusted total debt to EBITDA were
6.1x and 3.0x, respectively.  The corresponding ratios at the end
of 2006 were 2.7x and 4.5x, respectively.  AlixPartners typically
generates healthy discretionary cash flow.  Depending on the
timing of bonus payments to staff and managing directors, the
level of discretionary cash flow can vary.  Working capital and
capital expenditure needs of the firm are modest and should not
impede discretionary cash flow generation.  For the 12 months
ended June 30, 2009, the company's EBITDA margin was 20.6%,
broadly in line with 20.4% at the end of 2008.


AMERICAN INT'L: Pay Czar to Cut Compensation at Bailed-Out Firms
----------------------------------------------------------------
Kenneth Feinberg, the Treasury Department's special master for
compensation, will cut in half the average compensation for 175
employees at firms receiving large sums of government aid, Deborah
Solomon and Dan Fitzpatrick at The Wall Street Journal relates,
citing people familiar with the matter.

The firms under Mr. Feinberg's authority are American
International Group, Bank of America, Citigroup Inc., General
Motors Co., GMAC Inc., Chrysler Group LLC, and Chrysler Financial.

According to The Journal, the sources said that majority of
salaries will come in under $500,000.  The Journal says that the
biggest cut will be to salaries, which will drop by 90% on
average.  The Journal relates that Bank of America CEO Ken Lewis
won't receive any salary for 2009, sources say that Citigroup Inc.
is telling employees that the net impact of Mr. Feinberg's rulings
will be minimal because the cut salary will be shifted from cash
to longer-term stock grants.

The Journal says that some of the toughest pay restrictions will
come at American International Group Inc.'s financial-products
unit of American International Group Inc.  According to The
Journal, people familiar with the matter said that no employee
within that unit will get compensation of more than $200,000.

The Journal reports that Mr. Feinberg will also demand a host of
corporate governance changes at those firms, including:

     -- splitting the chairman and CEO positions,

     -- requiring boards of directors to create "risk" committees,
        and

     -- eliminate staggered board elections.

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

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

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


ANDERLEE INC: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Anderlee, Inc.
        333 Broadway, Suite 401
        Saratoga Springs, NY 12866

Bankruptcy Case No.: 09-13925

Chapter 11 Petition Date: October 20, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Judge: Chief Judge Robert E. Littlefield Jr.

Debtor's Counsel: Richard H. Weiskopf, Esq.
                  O'Connell & Aronowitz
                  54 State Street, 9th Floor
                  Albany, NY 12207
                  Tel: (518) 462-5601
                  Fax: (518) 462-2670
                  Email: rweiskopf@oalaw.com

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

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

According to the schedules, the Company has assets of $243,295,
and total debts of $1,268,082.

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

             http://bankrupt.com/misc/nynb09-13925.pdf

The petition was signed by Sara Lee Stefanishin, president of the
Company.


ASSET RESOLUTION: Files Schedules of Assets & Liabilities
---------------------------------------------------------
Asset Resolution LLC delivered to the U.S. Bankruptcy Court for
the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,641,166
  B. Personal Property          $412,856,836
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $22,642,531
                                ------------      -----------
        TOTAL                   $423,498,002      $22,642,531

Headquartered in New York, Asset Resolution LLC 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.


ASARCO LLC: Halcyon Seeks Allowances of Subs. Contribution claims
-----------------------------------------------------------------
Halcyon Master Fund L.P. and DK Acquisition Partners, L.P., ask
the Court:

  (a) pursuant to Section 503(b)(4) of the Bankruptcy Code, to
      grant them an allowed administrative expense claim in the
      Debtors' Chapter 11 cases in an amount no greater than
      $500,000, as reasonable compensation for professional
      services rendered by their attorneys with respect to their
      bid to purchase certain interests in the SCC Litigation
      Trust;

  (b) pursuant to Section 503(b)(3)(D), to grant them an allowed
      direct administrative expense claim for $1.875 million;
      and

  (c) to authorize and direct the Debtors to pay the Substantial
      Contribution Claims in full within 10 business days after
      the claims are allowed.

Darrell L. Barger, Esq., at Hartline, Dacus, Barger, Dreyer &
Kern, L.L.P., in Corpus Christi, Texas, relates that Halcyon and
DK Acquisition participated in the Debtors' process for
soliciting offers from third parties to act as a "stalking horse"
bidder for some or all of the SCC Litigation Trust Interests from
the judgment against Americas Mining Corporation in the
litigation relating to shares of Southern Peru Copper Company,
now known as Southern Copper Corporation.  He avers that Halcyon
and DK spent significant time, money and other resources, both
internally and through outside counsel, valuing the SCC
Litigation Trust Interests and formulating an offer to act as
stalking horse bidder.

To protect that investment of resources, the Halcyon and DK
conditioned their offer on two criteria common to these types of
offers:

  (1) They obtained promises from the Debtors and otherwise made
      clear that their offer was to be kept strictly
      confidential unless and until it was accepted by the
      Debtors as a stalking horse bid for the SCC Litigation
      Trust Interests; and

  (2) They conditioned use of their offer as a stalking horse
      bid on the Debtors agreeing to, and obtaining Court
      approval for, standard "stalking horse protections,"
      including a break-up fee and expense reimbursement, that
      would adequately compensate Halcyon and DK should the
      Debtors use their offer to generate value for the Debtors'
      bankruptcy estates by spurring a third party to pay a
      higher amount for the SCC Litigation Trust Interests than
      that offered by Halcyon and DK.

Notwithstanding the confidentiality provisions, upon obtaining
Halcyon and DK's offer, Mr. Barger asserts that the Debtors
publicly disclosed that offer, thereby setting the baseline for
and spurring other parties to bid on the SCC Litigation Trust
Interests and effectively using the offer as a stalking horse bid
to provide a substantial contribution to the estates.

As both the Court and the Debtors have expressly stated, the
value the Debtors' estates and creditors will receive as a result
of Halcyon and DK's offer and the bidding it prompted is
significant, and likely enough to satisfy all creditors in full,
Mr. Barger contends.  He also notes that in the Court's report
recommending the Parent's Plan, Judge Schmidt stated that "the
[i]nitiation of the auction process [for the SCC Litigation Trust
Interests] brought tangible benefits to the Debtor's estate and
was perhaps the final impetus needed to encourage the Parent to
file its plan which pays creditors in full."

As Halcyon and DK's offer was the only timely submitted binding
offer that provided a fixed price for the SCC Litigation Trust
Interests, the benefits are directly attributable to Halcyon and
DK's offer and the resources they dedicated to formulating and
submitting that offer, Mr. Barger insists.

Accordingly, Halcyon and DK contend that the Court should allow
their Substantial Contribution Claims to compensate them for
their actual, necessary expenses and reasonable professional fees
incurred in preparing and submitting their offer, and for making
a substantial contribution to the Chapter 11 cases.

                         About Asarco LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Judge Hanen to Hold Hearing on Parent & Union Dispute
-----------------------------------------------------------------
The final battle for the ownership of ASARCO LLC has begun before
Judge Andrew S. Hanen of the U.S. District Court for the Southern
District of Texas.  Judge Hanen commenced a hearing October 19,
2009, to consider final arguments from key parties-in-interest as
to whose plan of reorganization should be approved for ASARCO
LLC, Southern Peru Holdings, LLC, AR Sacaton, LLC, and ASARCO
Master, Inc.

At the October 19 hearing, Judge Hanen indicated that he would
consider a broad array of issues before ruling on the Competing
Plans, including environmental and labor issues with ASARCO's
workers and Grupo Mexico SAB de C.V.'s previous performance as
ASARCO's owner, according to The Wall Street Journal.

Judge Hanen has also urged Grupo Mexico to come up with a labor
agreement with ASARCO's union.  "That does not mean you will sit
down with the union, singing Kumbaya . . . But maybe since July,
no one has really sat down and really crunched these things
down," Judge Hanen is quoted by Reuters as saying.

On behalf of Grupo Mexico, Robert Jay Moore, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in Los Angeles, California, asked the
District Court during opening statements to confirm the
Bankruptcy Court's recommendation, and reject Sterlite (USA),
Inc.'s amended bid for ASARCO, WSJ reports.  He also insisted
that the United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
AFL-CIO's opinions should not be considered because the Union is
not a creditor of the bankruptcy estates.

Judge Hanen, however, has allowed Sterlite to argue its amended
bid, and has maintained that Union's objections will be
considered, WSJ's Joel Millman says.

As previously reported, Judge Hanen commenced on October 19 the
hearings to consider the objections of several key parties of the
Debtors' bankruptcy cases against Bankruptcy Court Judge Richard
S. Schmidt's report and recommendation for the District Court (i)
not to consider the Post-Recommendation Plan of Reorganization
filed by the Debtors on September 10, 2009, or (ii) in the
alternative, if the District Court considers the Post-
Recommendation Plan, to confirm the Plan proposed by Asarco
Incorporated and Americas Mining Corporation.  The objecting
parties include ASARCO LLC and its Subsidiary Debtors; Sterlite
(USA), Inc., and Sterlite Industries (India) Ltd.; the state of
Arizona; and the Union.

In answer to the objections, the Parent filed responses insisting
that Judge Hanen should confirm the Parent's Plan, as recommended
by Judge Schmidt.  The Parent also filed a surreply to the
Bankruptcy Court's order to show cause why the Debtors' Post-
Confirmation Plan should be considered, insisting that Sterlite's
assertion that it is releasing the Parent from over $8 billion of
liability is "nothing but smoke and mirrors."

Judge Hanen has said that anyone who wishes to be heard with
respect to the confirmation of the Competing Plans must be in
present in court because the District Court will not allow
telephonic participation.  He is expected to issue the final
judgment on which Chapter 11 Plan is feasible and best for the
reorganization of the Debtors' bankruptcy estates by November
2009.

In a separate order, Judge Hanen directed each of the Union and
the Parent to have these individuals appear at his courtroom:

  (1) the person most familiar with the negotiations between AMC
      and the Union that have taken place in the last 12 months;
      and

  (2) the person or persons with the authority to negotiate a
      binding labor agreement.

As widely reported, Judge Schmidt has recommended the
confirmation of the Parent Plan, saying that it achieves good
objective consequences because it provides a cash recovery in
full satisfaction of creditor's claims, the greatest immediate
recovery to various constituencies, and certainty of funding.
The Parent's Plan, valued at $3.6 billion, complies with all of
the requirements of the Bankruptcy Code and should be confirmed,
Judge Schmidt opined in a 137-page report and recommendation
dated August 31, 2009.

              Grupo Mexico could still Get ASARCO

The Parent's ultimate parent, Grupo Mexico SAB de C.V., could
still take control of ASARCO regardless of the threats from
company workers that they will strike if the Mexican miner
regains control of ASARCO, Reuters quoted analysts as saying.

Mica Rosenberg of Reuters related analysts infer that the Union's
threat will probably not sway Judge Hanen's upcoming November
decision as to which will take control of ASARCO, Grupo Mexico or
Sterlite.

The Union has backed the Debtors' Plan, and has said that it
would go on strike if it cannot reach a labor agreement with
Grupo Mexico.  "We have said all along if we don't have an
agreement and Grupo was to be the successful bid, we will not
work without an agreement.  We will strike," Manuel Armenta from
the United Steel Workers Union told Reuters.  The Union worries
that if Grupo Mexico wins, it will bring its fraught labor
relations in Mexico to Arizona.  "We know exactly what they have
done to the workers in Mexico," Mr. Armenta added.

Many of ASARCO's creditors, including the U.S. government and the
state of Arizona, support the Debtors' Sterlite-backed Plan, and
file separate objections against the Parent's Plan.

"If this opposition was having an important effect we would have
seen it in the judgment of Richard Schmidt . . . We think that
Grupo Mexico has a big chance of winning," Reuters quoted Rodrigo
Heredia as saying.  Mr. Heredia is an analyst at the Mexican
brokerage firm Ixe.

                         About Asarco LLC

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

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

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

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

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

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

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

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


ASARCO LLC: Opposes Renewed Request for Stay on SCC Reimbursements
------------------------------------------------------------------
Americas Mining Corporation and Asarco Incorporated have renewed
their request to stay, pending appeal, the order entered on
April 15, 2009, by the U.S. District Court for the Southern
District of Texas, Brownsville Division, approving the expense
reimbursement in connection with the auction and proposed sale in
favor of ASARCO LLC, in the litigation against AMC relating to
shares of Southern Peru Copper Company, now known as Southern
Copper Corporation.

On September 17, 2009, the District Court ruled "that all
appellate briefing is stayed pending entry of a Final Confirmation
Order" in the Debtors' bankruptcy cases.  The Parent now requests
that the stay of the Reimbursement Order be extended through the
pendency of its appeal of the Reimbursement Order -- as originally
contemplated in the Original Stay Motion.  In the alternative, the
Parent seeks that the stay be extended pending entry of a Final
Confirmation Order.

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, relates that since the Original Stay Motion was
approved, Judge Schmidt has entered reports all recommending that
the District Court enter a Final Confirmation Order confirming the
Parent's Plan.

For the same reasons that the Bankruptcy Court entered the initial
Stay Order and the renewed Stay Order, a further stay of the
Reimbursement Order is warranted, Mr. Beckham contends.  "Such a
stay would be consistent with the District Court's order staying
all appellate briefing pending entry of a Final Confirmation
Order," he points out.

            ASARCO Objects to 2nd Renewed Stay Request

ASARCO LLC filed a response to the second renewed Motion for Stay
Pending Appeal filed by Asarco Incorporated and Americas Mining
Corporation, seeking to stay ASARCO's payment of fees pursuant to
the Court Order approving the expense reimbursement in connection
with the auction and proposed sale of the SCC Judgment.

ASARCO says it strongly disagrees with the Parent's contention
that since the Bankruptcy Court has entered a Report and
Recommendation recommending confirmation of the Parent's proposed
plan of reorganization, "there is no reason to begin paying third
party bidders for the SCC Judgment if the Parent's Plan is
confirmed."

ASARCO instead says it agrees with the Bankruptcy Court's
observation that "[i]nitiation of the auction process brought
tangible benefit to the Debtor's estate and was perhaps the final
impetus needed to encourage the Parent to file its plan which
pays creditors in full."

Following the expiration of the stay of the Reimbursement Order,
ASARCO is now technically allowed to reimburse bidders for
eligible due diligence expenses and work fees in accordance with
the Reimbursement Order.  Nevertheless, in an abundance of
caution and in light of the Parent's pending Motion to Stay and
the prior Court orders staying the Reimbursement Order, ASARCO
asks Judge Schmidt for a formal ruling denying the Parent's
Motion to Stay prior to making any payments to the bidders under
the Reimbursement Agreements.

In the alternative, ASARCO asks the Court to set an expedited
hearing to consider the Motion to Stay and ASARCO's response to
it.

                         About Asarco LLC

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

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

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

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

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

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

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

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


ATLAS TRAFFIC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Atlas Traffic Management Systems, LLC
        2801 SW 46TH AVENUE
        Fort Lauderdale, FL 33314

Bankruptcy Case No.: 09-32677

Chapter 11 Petition Date: October 20, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Robert A. Schatzman, Esq.
                  1221 Brickell Ave #1600
                  Miami, FL 33131
                  Tel: (305) 416-6880
                  Fax: (305) 416-6887
                  Email: robert.schatzman@gray-robinson.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/flsb09-32677.pdf

The petition was signed by Benjamin G. Mayer, authorized
representative of the Company.


BANK OF AMERICA: Pay Czar to Half Average Pay for Select Employees
------------------------------------------------------------------
Kenneth Feinberg, the Treasury Department's special master for
compensation, will cut in half the average compensation for 175
employees at firms receiving large sums of government aid, Deborah
Solomon and Dan Fitzpatrick at The Wall Street Journal relates,
citing people familiar with the matter.

The firms under Mr. Feinberg's authority are American
International Group, Bank of America, Citigroup Inc., General
Motors Co., GMAC Inc., Chrysler Group LLC, and Chrysler Financial.

According to The Journal, the sources said that majority of
salaries will come in under $500,000.  The Journal says that the
biggest cut will be to salaries, which will drop by 90% on
average.  The Journal relates that Bank of America CEO Ken Lewis
won't receive any salary for 2009, sources say that Citigroup Inc.
is telling employees that the net impact of Mr. Feinberg's rulings
will be minimal because the cut salary will be shifted from cash
to longer-term stock grants.

The Journal says that some of the toughest pay restrictions will
come at American International Group Inc.'s financial-products
unit of American International Group Inc.  According to The
Journal, people familiar with the matter said that no employee
within that unit will get compensation of more than $200,000.

The Journal reports that Mr. Feinberg will also demand a host of
corporate governance changes at those firms, including:

     -- splitting the chairman and CEO positions,

     -- requiring boards of directors to create "risk" committees,
        and

     -- eliminate staggered board elections.

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

BofA sought government backing in completing its acquisition of
Merrill Lynch.  Merrill Lynch & Co. Inc. -- http://www.ml.com/--
is a wealth management, capital markets and advisory companies
with offices in 40 countries and territories.

                           *     *     *

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

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

Bank of America reported a third-quarter 2009 net loss of $1.0
billion.  After deducting preferred dividends of $1.2 billion,
including $893 million related to dividends paid to the U.S.
government, the diluted loss per share was $0.26.


BERNIE KOSAR: Rejoins Cleveland Browns as Consultant
----------------------------------------------------
Aaron Kuriloff at Bloomberg News reports that Bernie Kosar has
rejoined the National Football League team Cleveland Browns as a
consultant a week after U.S. Bankruptcy Judge Raymond B. Ray in
Fort Lauderdale appointed a trustee to take over his bankruptcy
case.

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


BRIGHAM EXPLORATION: S&P Raises Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on oil and gas exploration and production company Brigham
Exploration Co. to 'B-' from 'CCC+'.  The outlook is stable.  At
the same time, S&P raised the issue-level rating on Brigham's
$160 million 9.625% senior notes due 2014 to 'CCC+' from 'CCC'.
The recovery rating on these notes remains at '5', indicating
expectations of modest (10% to 30%) recovery.

"The rating actions follow Brigham's announcement of an equity
offering, which should improve liquidity," said Standard & Poor's
credit analyst Patrick Y.  Lee.  With the equity offering, Brigham
seeks to raise $137 million in net proceeds, which the company
ultimately plans to use to accelerate its drilling program in the
Williston Basin.  Pending use of the proceeds, Brigham will use a
portion to pay down its senior revolving credit facility.  As of
September 30, 2009, $110 million was outstanding under this
revolver.  The remainder of the proceeds will be added to
Brigham's cash balance and will help fund capital expenditures in
the near future, well into 2010.

In conjunction with the equity announcement, the company stated
that it expects to spend $175.8 million on exploration and
development in 2010, which would likely outstrip expected cash
flow and pro forma outstanding cash.  Consequently, Brigham will
draw down on its revolver as needed to fund the additional capital
expenditures necessary for accelerated development of its
Williston Basin acreage.  Nevertheless, S&P expects pro forma the
equity offering and debt paydown that the company will have
sufficient funds in the next 12 months to support its proposed
capital expenditures and debt payments as they come due.

The ratings on Austin-based Brigham reflect its small reserve
base, high debt leverage, tight liquidity, and weak interest
coverage.  The ratings also reflect its improved liquidity as a
result of the equity offering and growth prospects in the
Williston Basin.

The stable outlook is based on S&P's expectations that Brigham
will have sufficient liquidity over the next year to fund capital
expenditures and to repay debt.  S&P could take a positive rating
action if the company improves its business profile in terms of
scale and scope, is able to maintain adequate liquidity levels,
and improves cash flow to support capital expenditures and debt
payments for an extended period of time.  S&P could lower the
rating if Brigham's liquidity deteriorates from current levels
through a substantial borrowing base reduction, a considerable
increase in capital spending, or lower commodity prices causing a
drop in expected cash flow.


BSC DEV'T: New Buffalo Statler Stops Payment on Good Faith Check
----------------------------------------------------------------
James Fink at Business First of Buffalo reports that New Buffalo
Statler Redevelopment LLC, the local group which in August
submitted the highest bid for Statler Towers, has stopped payment
on a $261,000 good faith check.  Business First relates that the
check has been returned.

According to Business First, the payment was promised on September
29 by New Buffalo Statler's lawyers.  Business First states that
the deal was scheduled to close on August 28 and the closing date
has twice been postponed, now until November 30.  New Buffalo
Statler Redevelopment, which bid $1.3 million for Statler Towers,
has already made more than $300,000 in advance payments towards
the closing, and has been paying the building's weekly operating
costs since early September, the report says.

Business First states that U.S. Bankruptcy Court Judge Carl Bucki
agreed to hold a closed-door status conference on Tuesday, but
said that the outcome of the private meeting will be discussed in
open court following the conference.

Business First relates that court-appointed trustee Morris
Horowitz thinks that New Buffalo Statler will be able to meet the
November 30 closing date.

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).


BUILDING MATERIALS: Begins Soliciting Votes on Plan
---------------------------------------------------
Building Materials Holding Corporation has received approval from
the U.S. Bankruptcy Court in Delaware of the disclosure statement
explaining its proposed Chapter 11 plan of reorganization.  It
also received approval to begin soliciting approvals of the Plan
from the requisite creditor groups.

With these developments, BMHC remains on track to complete its
financial restructuring and emerge from Chapter 11 by the end of
2009.

The deadline for ballots to be received by the voting agent is
November 25, 2009.  A court hearing to confirm the Plan is
scheduled to be held December 10, 2009.

"We are pleased that BMHC has reached another important milestone
in executing our balance sheet restructuring and putting our
Company in a financially stronger position for the future," said
Robert E. Mellor, Chairman and Chief Executive Officer.  "Our Plan
has the support of our secured lender group; we have obtained a
commitment for $103.5 million in exit financing; and, with today's
court ruling, we can now move forward to complete the
restructuring process.  With far less debt and a healthier capital
structure, BMHC will enjoy new opportunities ahead, while
remaining as committed as always to our customers and partners."
As previously announced, on June 16, 2009, BMHC and all of its
subsidiaries voluntarily initiated reorganization cases in
Delaware under Chapter 11 of the U.S. Bankruptcy Code.  Pursuant
to the bankruptcy plan, BMHC's existing common shares held by
shareholders will be extinguished and these shareholders will not
receive any distributions.

                         The Chapter 11 Plan

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

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

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

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

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

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

                     About Building Materials

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

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


CABI DOWNTOWN: Condo Buyers File Suit over Contract Deposits
------------------------------------------------------------
Cabi Downtown LLC was sued by 67 individuals who signed contracts
to buy units and made deposits into escrow before the bankruptcy
filing, Bill Rochelle at Bloomberg News reported.  According to
the report, the buyers, who all refused to complete the purchases,
contend that Cabi was in default, entitling them to the return of
their deposits.  Even if they should have completed the purchases,
the lawsuit seeks a declaration that the purchasers are entitled
to a return of some of the deposits under the contracts and
Florida law.

Aventura, Florida-based Cabi Downtown, LLC, operates a real estate
Business and owns the 49-story Everglades on the Bay condominium
in Miami.  The condominium project has 849 units in two towers,
with 60,000 square feet of retail space.  The Company is owed by
GICSA, which says it is the largest and most profitable real
estate developer in Mexico.

The Company filed for Chapter 11 on Aug. 18, 2009 (Bankr. S.D.
Fla. Case No. 09-27168).  Mindy A. Mora, Esq., represents the
Debtor in its restructuring efforts.  In its petition, the Debtor
listed assets and debts both ranging from $100,000,001 to
$500,000,000.


CALIFORNIA COASTAL: Misses $760,000 Interest Payments Due Oct. 14
-----------------------------------------------------------------
California Coastal Communities, Inc., on October 14, 2009,
declined to make a $266,460 interest payment that was due under
its Senior Secured Revolving Credit Agreement dated as of
September 15, 2006, and a $492,558 interest payment that was
due under its Senior Secured Term Loan Agreement dated as of
September 15, 2006.  As of October 14, 2009, roughly $81.9 million
of principal and accrued and unpaid interest was outstanding under
the Revolving Loan Agreement, and roughly $100.3 million of
principal and accrued and unpaid interest was outstanding under
the Term Loan Agreement.

As a result of not having made the interest payments under the
Revolving Loan Agreement and the Term Loan Agreement, a triggering
event has occurred which could give rise to the immediate
acceleration of the payment of all outstanding principal and
accrued interest under the Loan Agreements.  The non-payment of
interest also constitutes termination events with regard to the
previously announced forbearance agreements that California
Coastal entered into with its lenders with respect to the non-
payment of $1.7 million in principal under the Revolving Loan
Agreement that was due on September 30, 2009.

California Coastal is continuing to negotiate with its lenders in
an effort to obtain a consensual restructuring of its obligations
under the Loan Agreements to provide full repayments on
amortization schedules that would coincide with the receipt of
revenues from anticipated future home sales.  In the event that
these negotiations are not successful, California Coastal believes
that any efforts to attempt to enforce the payment obligations or
otherwise accelerate the indebtedness under either of the Loan
Agreements would be automatically stayed under Chapter 11 of Title
11 of the United States Bankruptcy Code in the event that
California Coastal elects to file for protection under such laws.

As reported by the Troubled Company Reporter, California Coastal
on October 1, 2009, entered into:

   (i) a Senior Secured Revolving Loan Forbearance Agreement
       with KeyBank National Association as a lender and as
       syndication agent under that certain Senior Secured
       Revolving Credit Agreement dated as of September 15, 2006
       as amended from time to time; and

  (ii) a Senior Secured Term Loan Forbearance Agreement with
       KeyBank as a lender and as syndication agent under that
       certain Senior Secured Term Loan Agreement dated as of
       September 15, 2006 as amended from time to time.

KeyBank has advised the Company that it has received the consent
of various other lenders, who together with KeyBank hold over
66.66% of the principal amount outstanding under each of the Loan
Agreements, to enter into the forbearance contained in the
Forbearance Agreements.

The Forbearance Agreements terminate on November 1, 2009 or upon
such earlier date as any further defaults may occur.

                     About California Coastal

California Coastal Communities, Inc. is a residential land
development and homebuilding company with properties owned or
controlled primarily in Orange County, California, and also in two
other Southern California counties (Los Angeles and Riverside).
The Company's principal activities include obtaining zoning and
other entitlements for land that it owns; improving the land for
residential development, and designing, constructing and selling
single-family homes in Southern California. The Company's primary
asset is a 356-home luxury coastal community known as Brightwater.
The Company's homebuilding operations include projects in the
Huntington Beach, the Inland Empire (Beaumont), and Lancaster
areas of Southern California. During the year ended December 31,
2008, the Company delivered 55 homes. Its homebuilding subsidiary,
Hearthside Homes, Inc., has delivered over 2,100 homes to families
throughout Southern California.

As of June 30, 2009, California Coastal had $290.6 million in
total assets, including $10.0 million in cash and cash
equivalents, against $231.2 million in total liabilities.


CANWEST GLOBAL: Canadian Court Sets Nov. 19 Claims Bar Date
-----------------------------------------------------------
Canwest Global Communications Corp. and the other applicants and
partnerships -- the CMI Entities -- sought and obtained from the
Ontario Superior Court of Justice an order:

  (a) establishing 5:00 p.m. (Toronto Time), November 19, 2009,
      as the deadline for all creditors of the Applicants
      to file proof or proofs claims; and

  (b) approving a claims procedure for the determination of
      affected creditors' voting and distribution rights under a
      plan of arrangement or compromise to be proposed by the
      Applicants and the partnerships.

In order to hold a meeting of creditors to approve a plan of
arrangement within the timeframe contemplated in a Term Sheet,
and to establish the procedure for identifying and valuing
creditor claims for voting and distribution purposes at a
meeting, the Applicants say it is necessary to implement a claims
process and bar procedure.

The Honorable Madam Justice Sarah E. Pepall, ordered that any
Claims denominated in a foreign currency will be converted to
Canadian dollars for purposes of any Plan on the basis of the
average Bank of Canada United States/Canadian dollar noon
exchange rate in effect over the 10-day period preceding the
filing of a Plan.

The Honorable Ed Saunders, the Honorable Jack Ground, the
Honorable Coulter Osborne, and other Persons as may be appointed
by the Court from time to time on application of the CMI
Entities, or other Persons designated by the CMI Entities and
consented to by the FTI Consulting Monitor, Inc., the Court-
appointed Monitor, are appointed as Claims Officers for the
claims procedure.

Subject to the discretion of the Court, a Claims Officer will
determine the validity and amount of disputed Claims in
accordance with the Claims Procedure Order and to the extent
necessary may determine whether any Claim or part thereof
constitutes an Excluded Claim.  A Claims Officer will determine
all procedural matters which may arise in respect of his or her
determination of these matters, including the manner in which any
evidence may be adduced.  A Claims Officer will have the
discretion to determine by whom and to what extent the costs of
any hearing before a Claims Officer will be paid.

FTI Consulting Canada Inc., the court-appointed CCAA monitor,
will assist the CMI Entities in connection with the
administration of the claims procedure provided, including the
determination of Claims of Creditors and the referral of a
particular Claim to a Claims Officer, as requested by the CMI
Entities from time to time, and is directed and empowered to take
other actions and fulfill other roles as are contemplated by the
Claims Procedure Order.  The Monitor will file a report with the
Court by October 31, 2009, detailing the nature and quantum of
the Canwest Intercompany Claims.

The Claims Procedure contemplates the identification and final
determination of all "Claims", which include:

  (a) claims of any person against one or more of the CMI
      Entities, whether or not asserted, in connection with any
      indebtedness, liability or obligation of one or more CMI
      Entities on October 6, 2009, including on account of Wages
      and Benefits, which indebtedness, liability or obligation
      is based in whole or in part on facts which existed prior
      to the Filing Date;

  (b) claims of any person against one or more of the CMI
      Entities, whether or not asserted, in connection with any
      indebtedness, liability or obligation owed by one or more
      of the CMI Entities to the person arising out of the
      restructuring, repudiation, termination or breach on or
      after the Filing Date of any contract, lease or other
      agreement, whether written or oral, and whether the
      restructuring, repudiation, termination or breach took
      place or takes place before or after the date on which
      the Canadian Court grants the Claims Procedure Order; and

  (c) any claim against the Directors or Officers that relate to
      a Pre-Filing Claim or a Restructuring Period Claim for
      which the Directors or Officers are by law liable to pay
      in their capacity as Directors or Officers or in any other
      capacity.

For greater certainty, it is contemplated that these claims will
not be compromised by the CMI Entities as part of the Plan and,
therefore, will not be entitled to vote in respect of the Plan:

  (a) claims secured by any of the charges, as defined in the
      Initial Order,

  (b) any claim against a Director that cannot be compromised
      due to the provisions of subsection 5.1(2) of the CCAA,
      and

  (c) that portion of a Claim arising from a cause of action for
      which the applicable CMI Entities are fully insured.

              Claims Procedure For CMI Noteholders

The CMI Entities will not be required to send to a CMI Noteholder
a CMI General Notice of Claim and neither the CMI Noteholders nor
the CMI Noteholder Trustee will be required to file a CMI Proof
of Claim in respect of Claims pertaining to the CMI Notes.
Within 15 Calendar Days of the Filing Date, the CMI Entities will
send to the CMI Noteholder Trustee a notice stating the accrued
amounts owing directly by each of the CMI Entities under the CMI
Noteholder Trust Indenture and the guarantees executed by the CMI
Entities in respect of the CMI Notes up to the Filing Date.

The CMI Noteholder Trustee will confirm whether the amounts are
accurate to the Monitor within 15 Calendar Days of receipt of the
CMI Entities' notice.  If the amounts are confirmed by the CMI
Noteholder Trustee, or in the absence of any response by the CMI
Noteholder Trustee within 15 Calendar Days of receipt of the CMI
Entities' notice, the amounts will be deemed to be the accrued
amounts owing directly by each of the CMI Entities under the CMI
Noteholder Trust Indenture and the guarantees executed by the CMI
Entities in respect of the CMI Notes for the purposes of voting
and for purposes of distributions under the Plan, unless the
amounts of the Claims are otherwise agreed to in writing by the
applicable CMI Entities, the Ad Hoc Committee, and the CMI
Noteholder Trustee, in which case the agreement will govern.

If the CMI Noteholder Trustee indicates that it cannot confirm
the accrued amounts owing directly by each of the CMI Entities
under the CMI Noteholder Trust Indenture and the guarantees
executed by the CMI Entities in respect of the CMI Notes, the
amounts will be determined by the Court for the purposes of
voting and distributions under the Plan, unless the amount of the
Claims are otherwise agreed to in writing by the applicable CMI
Entities, the Ad Hoc Committee and the CMI Noteholder Trustee, in
which case the agreement will govern.

            Claims Procedure for CMI Known Creditors

To expedite the Claims Procedure so as to ensure compliance with
the Key Dates and time frames contemplated in the Support
Agreement between the CMI Entities holders of 8% Senior
Subordinated Notes, the CMI Entities will send a Notice of Claim
form to each of the known creditors of the CMI Entities setting
out the quantum of the CMI Known Creditor's claim as determined
by the books and records of the CMI Entities.

(a) Calling of Claims

The CMI Entities will be required to deliver a CMI General Notice
of Claim, a CMI Instruction Letter and a blank CMI Notice of
Dispute of Claim, to each of the CMI Known Creditors -- other
than current employees of the CMI Entities as of the Filing Date
-- by ordinary mail to the last recorded address as set out in
the books and records of the CMI Entities, by no later than
11:59 p.m., on October 22, 2009.

The CMI General Notice of Claims will set out the CMI Known
Creditor's claim for voting purposes and distribution purposes as
valued by the CMI Entities on consultation with the CMI chief
restructuring advisor, Harold (Hap) Stephen, as applicable, based
on the books and records of the CMI Entities. The CMI Instruction
Letter will explain the Claims Procedure and will provide general
instructions for completing the CMI Notice of Dispute of Claims
form.  The CMI Instruction Letter will also direct CMI Known
Creditors as to where to send notices.

The Claims Procedure contemplates a separate claims package being
delivered to the CMI Employees.  Given that it is the CMI
Entities' intention to pay wages and benefits in the ordinary
course during the CCAA proceeding, and given that the Initial
Order allows the CMI Entities to do so, it is unlikely that any
of the CMI Employees will have a claim for wages and benefits and
therefore the value of most of the CMI Employees' Claims will be
zero.

However, to give the CMI Employees comfort in light of the CCAA
proceedings, and to ensure that the CMI Employees have the
ability to dispute any valuation that is done by the CMI Entities
in respect of their claims or to add a Claim that is not
identified by the CMI Entities, the CMI Entities will deliver a
claims package to all CMI Employees, by ordinary mail to the last
recorded address as set out in the books and records of the CMI
Entities, by no later than October 22, 2009.

In terms of calling for intercompany claims, the Claims Procedure
requires the CMI Entities to provide a CMI Claims Package to any
of the CMI Entities that have one or more claims against any of
the other CMI Entities with respect to each CMI Intercompany
Claim that appears on the books and records of the CMI Entities,
by no later than October 22, 2009.

(b) Adjudication of Claims

In the event that a CMI Known Creditor disputes the amount set
out on the CMI General Notice of Claim or a CMI Employee disputes
the amount set out in his or her CMI Employee Notice of Claim or
believes that he has a Claim other than in respect of Wages and
Benefits, the Claims Procedure requires the CMI Known Creditor or
the CMI Employee to deliver a CMI Notice of Dispute of Claim
which must be received by the CMI Entities by no later than
November 19, 2009.

(c) Resolution of Disputed Claims

The Claims Procedure provides that in the event that a CMI
Entity, with the assistance of the Monitor and on consultation
with the CMI CRA, is unable to resolve a dispute in respect of a
CMI Known Creditor Claim for voting purposes or for distribution
purposes, the CMI Entity may refer the dispute to the Court or a
Claims Officer for adjudication.

In the event that a CMI Known Creditor Claim cannot be resolved
by the CMI Entities and the dispute is therefore referred to the
Court or a Claims Officer for adjudication, the Claims Procedure
provides that the Court or a Claims Officer is to resolve all
disputes and is required to notify the CMI Entity and the CMI
Known Creditor and the Monitor by no later than two days prior to
the date of the meeting of creditors called for the purpose of
considering and voting in respect of the Plan, of the
determination of the value of the CMI Known Creditor Claim for
voting purposes and for distribution purposes.  However, if the
Court or a Claims Officer has not finally determined the value of
a CMI Known Creditor Voting Claim by the date of the Meeting, the
relevant CMI Entity will be required to either:

  (a) accept the CMI Known Creditor's determination of the value
      of the CMI Known Creditor Voting Claim and conduct the
      vote of the Creditors on that basis subject to a final
      determination of the CMI Known Creditor's Voting Claim and
      in that case the Monitor will record separately the value
      of the CMI Known Creditor's Voting Claim and whether the
      CMI Known Creditor voted in favor of or against the Plan;

  (b) adjourn the Meeting until a final determination of the CMI
      Known Creditor Voting Claim is made; or

  (c) deal with the matter as the Court may otherwise direct or
      as the relevant CMI Entity, the Monitor and the CMI Known
      Creditor may otherwise agree.

A CMI Known Creditor or a CMI Entity may, within seven days of
notification of the Claims Officer's determination of the value
of a CMI Known Creditor Voting Claim or CMI Known Creditor
Distribution Claim, appeal the determination to the Court, and
the appeal will be initially returnable within 10 days of the
filing of the notice of appeal.

           Claims Procedure for CMI Unknown Creditors

In addition to creditors who can be identified based on the
information contained in the books and records of the CMI
Entities, there may be other creditors who are, at present,
unknown to the CMI Entities but who may have valid Claims against
one or more of the CMI Entities or Directors and Officers and
therefore ought to be entitled to vote at the Meeting and receive
distributions from any Plan.

Accordingly, the Claims Procedure includes a process for
identifying Claims from unknown creditors of the CMI Entities or
the Directors and Officers.

The process, which involves placing notices in several major
English and French newspapers in North America, is designed to
alert any CMI Unknown Creditors of the Claims Procedure Order and
put them on notice of the fact that certain claims against the
CMI Entities or the Directors and Officers are being called for
in the CCAA proceedings.

The Monitor will also post the CMI Notice to Creditors and a
Proof of Claim Form on the Monitor's Web site at:

               http://cfcanada.fticonsulting.comlcmi

(a) Notice to Creditors

The Claims Procedure will require the CMI Entities or the Monitor
to place a notice to creditors, in The Globe and Mail (National
Edition), the National Post, La Presse and The Wall Street
Journal.

All CMI Unknown Creditors who believe they have a claim against
the CMI Entities will be required to return a completed Proof of
Claim form to the CMI Entities by the Claims Bar Date.  If a
Proof of Claim Form is not received by the Claims Bar Date, the
CMI Unknown Creditor will not be entitled to attend or vote at
the Meeting and will not be entitled to receive any distribution
from any Plan and its Claim will be forever extinguished and
barred without any further act or notification by the CMI
Entities.

(b) Adjudication of Claims

The CMI Entities, with the assistance of the Monitor and on
consultation with the CMI CRA, will be required to review all of
the CMI Proof of Claims that are received from CMI Unknown
Creditors on or before the Claims Bar Date and will accept,
revise or reject the amount of each Claim for voting or
distribution purposes.

The CMI Entities will be required to notify each CMI Unknown
Creditor who has delivered a Proof of Claim by no later than
11:59 p.m., on November 30, 2009, as to whether the amount of the
CMI Unknown Creditor's Claim has been accepted, revised or
rejected for voting purposes.

Any CMI Unknown Creditor who intends to dispute a Notice of
Revision or Disallowance will be required under the Claims
Procedure to deliver a CMI Notice of Dispute of Revision or
Disallowance by no later than 5:00 p.m., on December 10, 2009.

(c) Resolution of Disputed Claims

In the event that a CMI Entity, with the assistance of the
Monitor and on consultation with the CMI CRA, is unable to
resolve a dispute in respect of a CMI Unknown Creditor Voting
Claim, the applicable CMI Entity may refer the dispute to the
Court or to a Claims Officer for adjudication.

If a CMI Unknown Creditor Voting Claim cannot be resolved by the
CMI Entities and the dispute is therefore referred to the Court
or a Claims Officer for adjudication, the Claims Procedure
provides that the Court or the Claims Officer, as the case may
be, is to resolve the dispute and, in any event, will, by no
later than 2 days prior to the Meeting, notify the CMI Entity and
the CMI Unknown Creditor and the Monitor of the determination of
the value of the CMI Unknown Creditor Claim for voting purposes
and for distribution purposes.  However, if the Court or a Claims
Officer has not finally determined the value of a CMI Unknown
Creditor Voting Claim by the date of the Meeting, the applicable
CMI Entity will be required to either:

  (a) accept the CMI Unknown Creditor's determination of the
      value of the CMI Unknown Creditor Voting Claim and conduct
      the vote of the Creditors on that basis subject to a final
      determination of the CMI Unknown Creditor's Voting Claim
      and in that case the Monitor will record separately the
      value of the CMI Unknown Creditor's Voting Claim and
      whether the CMI Known Creditor voted in favor of or
      against the Plan;

  (b) adjourn the Meeting until a final determination of the CMI
      Unknown Creditor Voting Claim is made; or

  (c) deal with the matter as the Court may otherwise direct or
      as the relevant CMI Entity, the Monitor and the CMI
      Unknown Creditor may otherwise agree.

The Claims Procedure will permit a CMI Unknown Creditor or a CMI
Entity, within seven days of notification of the Claims Officer's
determination of the value of a CMI Unknown Creditor Voting Claim
or a CMI Unknown Creditor Distribution Claim, appeal the
determination to the Court, and the appeal will be initially
returnable within 10 days of the filing of the notice of appeal.

                     Other Key Provisions

Other key provisions in the Claims Procedure Order include, among
others,:

(a) in respect of any Claim that exceeds $15 million, the CMI
    Entities must consult with the CMI CRA prior to: accepting,
    admitting, settling, resolving, valuing, revising or
    rejecting the Claim; referring the determination of the
    Claim to a Claims Officer or the Court; appealing any
    determination of the Claim by a Claims Officer; or
    adjourning any Meeting on account of a dispute with respect
    to the Claim; and

(e) the CMI Entities may set-off against payments or other
    distributions to be made pursuant to the Plan to any
    Creditor or any claims of any nature whatsoever that any of
    the CMI Entities may have against the Creditor, however,
    neither the failure to do so nor the allowance of any Claim
    will constitute a waiver or release by the CMI Entities of
    any claim that the CMI Entities may have against the
    Creditor.

Any notice or communication required to be provided or delivered
by a Creditor to the Monitor or the CMI Entities under the Claims
Procedure Order will be in writing in substantially the form, if
any, provided for in the Claims Procedure Order and will be
sufficiently given only if delivered by prepaid registered mail,
courier, personal delivery, facsimile transmission or e-mail
addressed to:

  FTI Consulting Canada Inc.,
  Court-appointed Monitor of Canwest Global
  Communications Corp. et al
  Claims Process

  Suite 2733, TD Canada Trust Tower
  161 Bay Street
  Toronto ON
  M5J 2S1

  Attention: Anna-Liisa Sisask
  Telephone: 1-888-318-4018
  Fax: 416-572-4068
  Email: anna.sisask@fticonsulting.com

Any notice or communication delivered by a Creditor will be
deemed to be received upon actual receipt by the Monitor during
normal business hours on a Business Day or if delivered outside
of normal business hours, the next Business Day.

A full-text copy of the Claims Procedures Order, with
accompanying exhibits, is available for free at:

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

                      About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Sees Plan Implementation by Mid-April
-----------------------------------------------------
In a statement dated October 13, 2009, the Honorable Madam
Justice Sarah E. Pepall disclosed her reasons for the approval of
Canwest Global Communications Corp.'s applicants' request for
relief under the Companies' Creditors Arrangement Act.

Madam Justice Pepall said that the applicants qualify as debtor
companies under the CCAA.  Their chief place of business is in
Ontario; the applicants are affiliated debtor companies with
total claims against them exceeding $5 million; the CMI Entities
are in default of their obligations; CMI does not have the
necessary liquidity to make an interest payment in the amount of
US$30.4 million that was due on September 15, 2009, and none of
the other CMI Entities who are all guarantors are able to make a
payment either, said the Judge.  The assets of the CMI Entities
are insufficient to discharge all of the liabilities.  The CMI
Entities are unable to satisfy their debts as they come due and
they are insolvent.  They are insolvent both under the Bankruptcy
and Insolvency Act definition and under the more expansive
definition of insolvency used in Re Stelco, she said.  According
to Madam Justice Pepall, absent these CCAA proceedings, the
applicants would lack liquidity and would be unable to continue
as going concerns.

Under Section 11 of the CCAA, the Canadian Court has broad
jurisdiction to grant a stay of proceedings and to give a debtor
company a chance to develop a plan of compromise or arrangement.
Madam Justice Pepall averred that given the facts outlined, a
stay is necessary to create stability and to allow the CMI
Entities to pursue their restructuring.

In addition, the applicants seek to extend the stay of
proceedings and other relief to the partnerships:

  1. Canwest Television Limited Partnership
  2. Fox Sports World Canada Partnership
  3. The National Post Company/La Publication National Post

The partnerships are intertwined with the applicants' ongoing
operations, she said.  They own the National Post daily newspaper
and Canadian free-to-air television assets and certain of its
specialty television channels and some other television assets.
Madam Justice Pepall pointed out that these businesses constitute
a significant portion of the overall enterprise value of the CMI
Entities.  The partnerships are also guarantors of the 8% senior
subordinated notes.

While the CCAA definition of a company does not include a
partnership or limited partnership, courts have repeatedly
exercised their inherent jurisdiction to extend the scope of CCAA
proceedings to encompass them.  In this case, Madam Justice
Pepall said, the partnerships carry on operations that are
integral and closely interrelated to the business of the
applicants.  The operations and obligations of the partnerships
are so intertwined with those of the applicants that irreparable
harm would ensue if the requested stay were not granted.
Accordingly, the Judge ruled, it is just and convenient to grant
he relief requested with respect to the partnerships.

With regards the DIP charge, the Canadian Court must determine
that the amount of the DIP is appropriate and required having
regard to the debtors' cash-flow statement.  The DIP charge is
for up to $100 million.

Prior to entering into a senior secured revolving asset-based loan
facility in the maximum amount of $75 million with CIT Business
Credit Canada Inc., the CMI Entities sought proposals from other
third party lenders for a credit facility that would convert to a
DIP facility should the CMI Entities be required to file for
protection under the CCAA.

According to Madam Justice Pepall, the CIT facility was the best
proposal submitted.

It is contemplated that implementation of the plan will occur no
later than April 15, 2010.  The total amount of cash on hand is
expected to be down to approximately $10 million by late December
2009, based on the cash flow forecast.  The applicants have
stated that this is an insufficient cushion for an enterprise
with a magnitude similar to theirs.  The cash-flow statements
project the need for the liquidity provided by the DIP facility
for the recapitalization transaction to be finalized, she said.
The facility is to accommodate additional liquidity requirements
during the CCAA proceedings.  It will enable the CMI Entities to
operate as going concerns while pursuing the implementation and
completion of a viable plan and will provide creditors with
assurances of same.  Madam Justice Pepall also noted that the
proposed facility is simply a conversion of the pre-existing CIT
facility and it is expected that there would be no material
prejudice to any of the creditors of the CMI Entities that arises
from the granting of the DIP charge.  With these facts, Madam
Justice Pepall was persuaded that the amount is appropriate and
required.

FTI Consulting Canada Inc., the court-appointed CCAA monitor, had
informed the Court that a $20 million D&O charge was estimated
taking into consideration the existing Directors and Officers
insurance and the potential liabilities which may attach
including certain employee related and tax related obligations.
The amount was negotiated with the DIP lender and the Ad Hoc
Committee.  The order proposed speaks of indemnification relating
to the failure of any of the CMI Entities, after the date of the
order, to make certain payments.  It also excludes gross
negligence and willful misconduct.  The D&O insurance provides
for $30 million in coverage and $10 million in excess coverage
for a total of $40 million.  It will expire in a matter of weeks
and Canwest Global has been unable to obtain additional or
replacement coverage.   Madam Justice Pepall was also advised
that the D&O insurance also extends to others in the Canwest
enterprise and not just to the CMI Entities.  The directors have
indicated that they cannot continue in the restructuring effort
unless the order includes the requested directors' charge.

Retaining the current directors and officers of the Applicants
would avoid destabilization and would assist in the
restructuring, Madam Justice Pepall held.  The proposed charge
would enable the Applicants to keep the experienced board of
directors supported by experienced senior management.  The
Monitor believes that the charge is required and is reasonable in
the circumstances and also observes that it will not cover all of
the directors' and officers' liabilities in the worst case
scenario.  In all of these circumstances, Madam Justice Pepall
granted the request.

                      About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Recapitalization Milestone Extended
---------------------------------------------------
Canwest Global Communications Corp announced that its subsidiary,
Canwest Media Inc, has agreed with the members of the ad hoc
committee of 8% senior subordinated noteholders of CMI pursuant to
the terms of their Support Agreement to extend to
October 22, 2009, the date by which CMI must enter into a
definitive agreement with Canwest Limited Partnership in respect
of the transfer of the business operated by the National Post.

                      About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: U.S. Court's Preliminary Injunction Order
---------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York granted CanWest Global
Communications Inc. and its affiliates a preliminary injunction
to protect it from creditor actions or lawsuits in the U.S. as it
reorganizes in its main bankruptcy in Toronto, Canada.

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

The Canadian court issued an injunction that would also shield
non-bankrupt units, and the U.S. court may be able to "grant
comity" to Canadian law, said Judge Bernstein, notes Bloomberg.
Chapter 15 of the U.S. Bankruptcy Code protects companies from
lawsuits and U.S. creditors as a company reorganizes in a foreign
court.

Judge Bernstein's order dated October 15, 2009, stated that any
individual, firm, corporation, or any other entity, and all those
acting for or on their behalf, are hereby enjoined and prohibited
from taking these actions in the United States and its
territories:

  (a) Taking any action to obtain possession of property of the
      estates of Canwest Global Communications Corp. and its
      debtor-affiliates or of property from the estate or to
      exercise control over the Debtors, their estates, or
      their businesses, pending further order of the U.S. Court;
      and

  (b) Discontinuing, altering, failing to honor, interfering
      with, repudiating, ceasing to perform, or terminating any
      oral or written agreement, contract, license, or permit
      with a Chapter 15 Entity or statutory or regulatory
      mandate for the supply of goods or services, including all
      programming supply, computer software, communication and
      other data services, centralized banking services, payroll
      services, insurance, transportation services, utility or
      other services to the Debtors' businesses or a Chapter 15
      Entity, on the basis of, or as a result of, the filing of
      the Chapter 15 cases, the Canadian Proceedings or any
      amounts outstanding as of the filing of the Chapter 15
      cases, and the Chapter 15 Entities will be entitled to the
      continued use of their current premises, telephone
      numbers, facsimile numbers, internet addresses and domain
      names; provided, in each case, that the contractual prices
      or charges for all the goods or services received after
      the date of the Initial CCAA Order are paid by the
      Chapter 15 Entities in accordance with normal payment
      practices of the Chapter 15 Entities or other practices as
      may be agreed upon by the supplier or service provider,
      the relevant Chapter 15 Entity and the Monitor, or as may
      be ordered by the Court.

Pursuant to Rule 7065 of the Federal Rules Bankruptcy Procedure,
the security provisions of Rule 65(c) of the Federal Rules are
waived, the U.S. Court held.

FTI Consulting Canada Inc., in connection with its appointment as
the Debtors' monitor and foreign representative, and the Debtors,
are entitled to the full protections and rights available
pursuant to Section 1519(a) of the Bankruptcy Code.

Moreover, the U.S. Court ruled that the stay of actions and
proceedings against the Chapter 15 Entities will exist until the
hearing on the Foreign Representative's request for recognition,
currently scheduled for November 3, 2009, unless otherwise
ordered by the U.S. Court.

                      About Canwest Global

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

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

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

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

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

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


CATHOLIC CHURCH: 8 Claimants Seek Lift Stay to Pursue Alaska Trial
------------------------------------------------------------------
Eight creditors, who filed claims of sexual abuse in the
bankruptcy case of the Catholic Bishop of Northern Alaska, ask the
U.S. Bankruptcy Court for the District of Alaska for relief from
automatic stay pursuant to Section 362(d) of the Bankruptcy Code
to allow their pending actions in the Superior Court for the State
of Alaska to proceed to trial and judgment.

In another request, the Creditors sought and obtained the Court's
authority to file under seal Exhibits B-1 to B-8 to their request,
which exhibits contain confidential information.

John C. Manly, Esq., at Manly, McGuire & Stewart, in Newport
Beach, California, relates that based on prepetition and
postpetition settlement conferences and multiple mediation
sessions, he believes that two fundamental impediments to the
Debtor's reorganization can be resolved by granting relief from
the automatic stay to allow the Creditors' state court cases to
proceed to trial: (i) across the board disagreement about the
value of the sex abuse cases, and (ii) disagreement over whether
the Creditors suffered "personal injuries" or "bodily injury"
during the policy periods of Catholic Mutual Group's or Travelers
Casualty and Surety Company's umbrella liability insurance
policies.

CBNA's amended plan or reorganization attempts to break the
impasses, to the detriment of timely compensation to survivors, by
deferring their resolution to a post-confirmation litigation
process, Mr. Manly asserts.  The Creditors, however, assert that
today, as opposed to unspecified months and years ahead, is the
time to overcome the impediments, and resolve the Chapter 11 case.

As indicated in the Debtor's First Amended Plan, CBNA has been
interested for some time in assigning its rights under its various
insurance policies directly or indirectly to the survivors of
childhood sexual abuse, Mr. Manly relates.  However, he tells the
Court that he is considering a variation of the Debtor's insurance
proposal colloquially known as a "Great Divide Agreement" based on
the Alaska Supreme Court case, Great Divide Insurance Co. v.
Carpenter, 79 P.3d 599 (2003).

The Great Divide decision confirmed the enforceability of an
agreement between the insured and an injured party in
circumstances involving a carrier's material breach of the
carrier's contractual obligations to the insured, like an
unreasonable failure to settle within policy limits, and the
consequent relief from the insured's corresponding covenant to
cooperate with the carrier in the defense of the claim, Mr. Manly
explains.  Freed of the consequences of breaching the cooperation
covenant, an insured defendant is free to confess to judgment in
exchange for a covenant to restrict execution against the
insured's assets and assigns the insured's rights against the
carrier.  The carrier is not bound by the exact amount of the
confession of judgment but it is limited to a defense that the
amount of the confession is not reasonable.

Mr. Manly recommends a reorganization plan that includes a Great
Divide Agreement for all abuse claimants provided that the
Creditors obtain sum assurance that their settlement positions are
reasonable and, conversely, that CBNA's carriers are unreasonably
refusing to settle the claims.  If a jury verdict determines that
the Creditors are reasonable in their demands, either the
insurance carriers will come to the settlement table at reasonable
amounts or the Creditors will support the concept of a Great
Divide Agreement for incorporation into a plan, he asserts.  If a
jury verdict demonstrates, however, that the Creditors are
unreasonable in their demands, the Creditors will be compelled to
re-evaluate their demands, obviously enhancing the prospects of a
global settlement, he adds.

Cause exists to grant to the Creditors relief from stay because
the parties and the trial court have recognized that permitting a
sampling of test cases to proceed to trial will result in
judgments and settlements that may be used as benchmarks in the
valuation of other cases, Mr. Manly contends.  He points out that
permitting the Creditors' cases to go to trial will lead to a
speedier conclusion of the bankruptcy process and sooner payment
to grievously injured creditors.

The Official Committee of Unsecured Creditors joins in and
supports the request.

James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California, contends that the eight Creditors, who will
receive no advantage over other survivors by virtue of having
their claims valued, are subjecting themselves to an enormous
emotional and physical toll by going through the inevitable
depositions, medical examinations and public trials for the
benefit of all survivors.  He adds that the Creditors Committee
salutes the Creditors' courage in "the face of the dogged denials
of the Debtor and its insurance carriers."

                         CBNA Objects

Kasey C. Nye, Esq., at Quarles & Brady LLP, in Tucson, Arizona,
reminds Judge MacDonald that tort claimants' sexual abuse claims
are at the heart of the Diocese's reorganization case.  She notes
that CBNA filed for bankruptcy in order to pay just compensation
to victims of sexual abuse, and to provide that compensation
through a plan of reorganization that will also restructure CBNA's
financial affairs to preserve and develop its ministries and
missions.

The request should be denied because it seeks, in essence, to
ignore the Chapter 11 process and pointlessly seeks to liquidate
the Creditors' claims in a costly jury trial, Mr. Nye argues.  He
contends that the request fails to disclose that none of CBNA's
insurers are providing a defense, even under a reservation of
rights, for the Creditors' claims.  As a result, he asserts, the
bankruptcy estate, which the request candidly admits is extremely
limited, will bear the expense of the unnecessary litigation
alone.

Contrary to the allegations in the request, granting stay relief
and permitting jury trials will hurt rather than help CBNA's
ability to marshal insurance assets to benefit Tort Claimants
under a "Great Divide Agreement" that assigns CBNA's claims
against breaching insurers, Mr. Nye asserts, among other things.

                    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: Committee Commences Avoidance Action vs. CTNA
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Catholic
Bishop of Northern Alaska commenced an adversary proceeding
against the Catholic Trust of Northern Alaska, certain schools and
numerous parishes under the Diocese of Fairbanks.  The U.S.
Bankruptcy Court for the District of Alaska has previously allowed
the Creditors Committee to sue CTNA, but not the Holy See.

James I. Stang, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California, relates that the Creditors Committee
commenced the adversary proceeding to remedy a number of harms
that CBNA, its officers, directors, employees, and related
entities have all perpetuated at the expense of the men and women,
who have claims against the Diocese for childhood sexual and
physical abuse.  He says that in the period leading up to the
Debtor's filing for chapter 11 on March 1, 2008, CBNA attempted to
hide its assets from the Survivors, whose claims CBNA long knew
constituted the vast bulk of its liabilities.

"The Diocese, its Bishop, and its Director of Finance took a
lesson from bankruptcy cases of other dioceses to divest, shield,
and lessen the availability of resources for these Survivors," Mr.
Stang alleges.  He tells the Court that they did this by amending
the Debtor's Articles of Incorporation on April 4, 2007, which is
less than one year prior to the commencement of the bankruptcy
case, to assert that CBNA -- the owner of all of the property
located at each parish in the Diocese -- only held that property
for the benefit of the parishes, missions, schools and other
"public juridic persons".

Mr. Stang also points out that certain settlors created a trust --
Catholic Trust of Northern Alaska -- for the benefit of the
defendants into which CBNA funneled $3 million from its own
accounts.  Hence, he says, the Creditors Committee brings the
complaint seeking to (i) avoid CBNA's transfer of substantial cash
to CTNA pursuant to Sections 544 and 548 of the Bankruptcy Code,
and Section 34-40-010 of the Alaska Statutes, and (ii) recover the
transfers, or the value thereof under Section 550 of the
Bankruptcy Code.

                    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 Committee Sues CBNA & Parishes
---------------------------------------------------------
The Official Committee of Unsecured Creditors of the Catholic
Bishop of Northern Alaska commenced another adversary proceeding
against CBNA, Monroe Foundation and CBNA's parishes regarding
ownership of real and personal property, and substantive
consolidation of the defendants.

Aside from alleging that CBNA attempted to hide its assets from
its creditors-survivors, James I. Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Los Angeles, California, alleges that the
Diocese of Fairbanks, its bishop, and its director of finance
caused the filing of "notices of beneficial ownership" to further
the charade that Diocese-owned real property belongs to its
Parishes.  He adds that the Diocese has and continued to transfer
its funds to its Parishes through the Catholic Trust of Northern
Alaska.

"Underlying all of these attempts to divest, shield, and lessen
assets is a great sham.  The Diocese maintains that its parishes
are legal entities separate from the Diocese and not
unincorporated divisions of the Diocese," Mr. Stang says.  "This
contention is contradicted by the 2,000-year history of the
Catholic Church, and the Diocese's own history, practices and
procedures," he continues.

The Creditors Committee, hence, brings the complaint seeking
declaratory relief concerning the ownership of real property and
personal property within the Diocese, and seeking declaratory
relief to substantively consolidate the Diocese and the Parishes.

On March 2, 2008, the Diocese filed its statement of financial
affairs, on which it sets forth at Line 14 its designation of
"property held for another person."  In April 2008, the Diocese
filed, among other things, an Amended Schedule B for its Schedules
of Assets and Liabilities, which sets forth certain personal
property, which the Diocese contends, is restricted and that the
Diocese allegedly cannot use for general purposes.

The Creditors Committee alleges that the real property identified
in Line 14 as belonging to Parishes and the real property where
all of the Parishes are located is, in fact, owned by the Diocese.
The Creditors Committee also alleges that all of the personal
property that the Parishes claim to own and that is located at or
on the Disputed Real Property is, in fact, owned by the Diocese.
The Disputed Personal Property includes appurtenances to the
Disputed Real Property, furniture, books, relics, artwork,
vestments, cash, bank accounts, investments, trusts, estates,
endowment funds and custodial funds.

Specifically, the Creditors Committee alleges that the Disputed
Personal Property includes these personal properties, some of
which is listed on Line 14, Schedule B and Amended Schedule B, and
the Diocese's Web site:

  (a) The Endowment established in 1980 and various pooled
      investments of funds relating to the Endowment;

  (b) The Diocese's Operating Account 7466, held at First
      National Bank of Alaska;

  (c) Catholic School o Fairbanks' Operating Account 7557, held
      at First National Bank of Alaska;

  (d) All amounts listed on the Diocese's Amended Schedule B
      that are unspecified but that the Diocese contends are
      allegedly "temporarily restricted by donors";

  (e) Current Fund Investments;

  (f) Renewal and Replacement Fund Investments;

  (g) Accumulated retained earnings from Endowment trust funds
      held in a pooled investment portfolio;

  (h) Alleged custodial funds that the Diocese contends, in
      Line 14 that it is holding for:

      * Diocesan Rice Bowl Reserve;
      * Third World Store;
      * Campaign for Human Development;
      * Bishop Kettler Funds
      * Lay Spirituality Religious Association; and
      * Aid to Latin America;

  (i) Diocesan Priest Retirement Trust, principal and retained
      income located in various pooled investments;

  (j) Monroe Foundation Endowment, principal and retained income
      located in various pooled investments; and

  (k) 102 relics located at Immaculate Conception Parish.

The Creditors Committee further alleges that:

   -- the Parishes are unincorporated divisions and
      instrumentalities of the Diocese, with no separate
      existence apart from the Diocese;

   -- the Diocese's affairs are so entangled with those of each
      of the Parishes that substantive consolidation of the
      Diocese and each of the Parishes will benefit the
      Creditors Committee and all of the Diocese's creditors;
      and

   -- no harm will come to the Diocese or the Parishes should
      the Court enter an order of substantive consolidation
      because the entities are already so entirely entangled.

Mr. Stang points out that substantive consolidation will allow a
truly equitable distribution of assets among the Diocese's
creditors by treating the Diocese and the Parishes as a single
entity.  Hence, the Creditors Committee asks the Court for an
order determining that the Parishes have no separate existence
apart from the Diocese or, in the alternative, ordering
substantive consolidation, of the Diocese's bankruptcy estate with
the Parishes.

The Creditors Committee also seeks judgment declaring that the
Disputed Real Property and the Disputed Personal Property are
property of the estate under Section 541(a)(1) of the Bankruptcy
Code as of March 1, 2008.

                    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: Catholics Support Wilmington Bankruptcy Filing
---------------------------------------------------------------
Catholics in Wilmington, Del., have agreed with Bishop W. Frances
Malooly's decision to put the diocese in Chapter 11 protection.

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.


CATHOLIC CHURCH: Wilmington's First-Day Motions Approved
--------------------------------------------------------
Law360 reports that the Catholic Diocese of Wilmington Inc. has
won court approval to access its cash management system, pay
employee wages and appoint a claims agent.

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.


CATHOLIC CHURCH: Wilmington Plans to Have Abuse Mediations
----------------------------------------------------------
The Catholic Diocese of Wilmington Inc. told the Bankruptcy Court
at a hearing October 21 that it plans on setting up a mediation
process to resolve sexual abuse claims, Bill Rochelle at Bloomberg
reported.

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
proposal is scheduled for hearing November 2.  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.

As reported by the TCR on October 22, the Diocese's filing 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 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.

                  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.


CHEMTURA CORP: Notifies Ex-Witco Employees of Bar Date
------------------------------------------------------
Chemtura Corporation, through its counsel, Kirkland & Ellis LLP,
has sent notices of the October 30, 2009 civil suit deadline to
former employees of Witco Chemical plant, an asset bought by
Chemtura in 1996, Warren County News reports.

After the Plant shut down, Chemtura was charged by the New Jersey
Department of Environmental Protection to clean the area.
Currently, the cleaning process in only 80% done.

According to the report, residents are worried that Chemtura will
shed the Plant as part of its reorganization efforts.

                       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: Various Parties Object to Professional Fees
----------------------------------------------------------
Thirteen professionals, in separate filings, submitted to the
Court applications for the allowance of fees for professional
services rendered and reimbursement of the incurrence of
reasonable expenses:

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

Akin Gump Strauss Hauer   March 29 to       2,474,449     69,639
& Feld LLP                June 30, 2009

Deloitte Tax LLP          March 18 to       1,396,457     32,731
                           June 30, 2009

KPMG LLP                  March 18 to       1,107,935          0
                           June 30, 2009

Lazard Freres & Co. LLC   March 18 to         862,903     31,797
                           June 30, 2009

Duane Morris LLP          April 13 to         392,085     13,450
                           June 30, 2009

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

DLA Piper LLP (US)        March 18 to         252,708     14,244
                           June 30, 2009

O'Melveny & Myers LLP     March 18 to         201,229        379
                           June 30, 2009

Allen & Overy LLP         March 18 to         393,876      6,274
                           June 30, 2009

Genetelli Consulting      March 18 to         593,752     10,165
Group                     June 30, 2009

Katten Muchin Rosenman    March 18 to         664,646     60,991
LLP                       June 30, 2009

Ogilvy Renault LLP        March 18 to         497,695     39,641
                           June 30, 2009

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

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

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

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

A. Company Stock Fund

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

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

B. DIP Lenders' Agent

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

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

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

C. U.S. Trustee

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

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

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

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

                 Akin Gump Responds, FTI Joins

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

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

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

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

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

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

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

                    Kirkland & Ellis Responds

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

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

                Ogilvy Renault Supplements Filing

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

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

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

                        J. Jacks Reacts

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

                       About Chemtura Corp.

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

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

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

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


CIT GROUP: Bond Exchange May 'Burn' Investors, Analyst Says
-----------------------------------------------------------
CIT Group Inc.'s revised debt exchange offer may "burn"
participating bondholders because the 101-year-old commercial
lender tweaked a provision in the terms, Covenant Review LLC said,
according to a report by Bloomberg's Bryan Keogh.

A change to the credit agreement eliminating a $3 billion cap on
future senior secured loans may have "cascading effects," allowing
CIT to issue new unsecured debt in exchange for notes held by
investors who don't participate or to repay them before maturity,
Covenant Review analyst Chris Chaice wrote in a report, according
to Bloomberg News.

"They made the covenants worse in a material way so people could
get potentially burned," Mr. Chaice, based in New York, said in a
telephone interview with Bloomberg. "If you held out, you could
get a better deal."

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

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

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

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

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

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

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

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

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

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

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

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

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

                       About CIT Group Inc.

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

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


CITIGROUP INC: Registers 3 Securities with NYSE Arca
----------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
three Form 8-A12Bs to register these securities with the NYSE Arca
pursuant to Section 12(b) of the Securities Exchange Act of 1934:

     -- Equity LinKed Securities (ELKS(R)) Based Upon the Common
        Stock of Schlumberger Limited Due 2010;

     -- Buffer Notes Based Upon the Dow Jones Industrial AverageSM
        Due 2011

     -- Equity LinKed Securities (ELKS(R)) Based Upon the Common
        Stock of Wells Fargo & Company Due 2010

                         About Citigroup

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

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

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

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


CITIGROUP INC: Pay Czar to Reduce Compensation at Bailed Out Firms
------------------------------------------------------------------
Kenneth Feinberg, the Treasury Department's special master for
compensation, will cut in half the average compensation for 175
employees at firms receiving large sums of government aid, Deborah
Solomon and Dan Fitzpatrick at The Wall Street Journal relates,
citing people familiar with the matter.

The firms under Mr. Feinberg's authority are American
International Group, Bank of America, Citigroup Inc., General
Motors Co., GMAC Inc., Chrysler Group LLC, and Chrysler Financial.

According to The Journal, the sources said that majority of
salaries will come in under $500,000.  The Journal says that the
biggest cut will be to salaries, which will drop by 90% on
average.  The Journal relates that Bank of America CEO Ken Lewis
won't receive any salary for 2009, sources say that Citigroup Inc.
is telling employees that the net impact of Mr. Feinberg's rulings
will be minimal because the cut salary will be shifted from cash
to longer-term stock grants.

The Journal says that some of the toughest pay restrictions will
come at American International Group Inc.'s financial-products
unit of American International Group Inc.  According to The
Journal, people familiar with the matter said that no employee
within that unit will get compensation of more than $200,000.

The Journal reports that Mr. Feinberg will also demand a host of
corporate governance changes at those firms, including:

     -- splitting the chairman and CEO positions,

     -- requiring boards of directors to create "risk" committees,
        and

     -- eliminate staggered board elections.

                         About Citigroup

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

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

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

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


CITIZEN REPUBLIC: Posts Third Quarter 2009 Results
--------------------------------------------------
Citizens Republic Bancorp, Inc., posted net loss of $56.9 million
for the three months ended September 30, 2009, compared with a net
loss of $347.4 million for the second quarter of 2009 and a net
loss of $7.2 million for the third quarter of 2008.  On
September 30, 2009, Citizens completed its exchange offers to
issue common stock in exchange for some of its outstanding debt,
which generated approximately $198.0 million of Tier 1 common
equity for Citizens.  The second quarter of 2009 included a non-
cash goodwill impairment charge of $266.5 million (which had no
impact on regulatory capital ratios or Citizens' overall
liquidity).  After incorporating the $5.2 million dividend paid to
the preferred shareholder, Citizens reported a net loss
attributable to common shareholders of $62.1 million for the three
months ended September 30, 2009.  Diluted net loss per share was
$0.48, compared with $2.81 for the second quarter of 2009 and
$0.20 for the third quarter of 2008.  Annualized returns on
average assets and average equity during the third quarter of 2009
were (1.86)% and (18.40)%, respectively, compared with (10.91)%
and (89.50)% for the second quarter of 2009 and (0.22)% and
(1.84)% for the third quarter of 2008.

"We are encouraged with our core operating results this quarter:
net interest margin improved, pre-tax pre-provision core earnings
increased, and core deposits rose for the third straight quarter,"
said Cathleen H. Nash, president and chief executive officer.  "As
we continue to work through the economic challenges in our
footprint, we are pleased by the considerable progress we made
this quarter to further strengthen our balance sheet.  We
bolstered our loan loss reserve to 4.13% of total loans at
September 30, 2009.  In our recent exchange offers, holders of
over 75% of the subject debt securities exchanged their securities
for common shares.  As a result of the completion of the recent
exchange offers, our capital ratios improved during the quarter
and continue to be well above the 'well-capitalized' regulatory
requirements.  We are very focused on maintaining strong liquidity
and capital levels as we manage through this recession," added Ms.
Nash.

Key Highlights in the Quarter:

    --  Net interest margin for the third quarter of 2009 was
        2.97% compared with 2.73% for the second quarter
        of 2009.  The increase in net interest margin over the
        second quarter of 2009 was primarily the result of
        expanding loan spreads, declining deposit costs, and a
        decrease in higher-cost brokered time deposit balances.

    --  The pre-tax pre-provision core operating earnings for
        the third quarter of 2009 totaled $30.5 million, an
        increase of $9.1 million or 42.4% over the second quarter
        of 2009.  The increase was primarily the result of a
        $5.3 million improvement in net interest income.

    --  Core deposits at September 30, 2009 increased
        $234.3 million or 4.8% over June 30, 2009, to
        $5.1 billion and increased $544.7 million or 12.0%
        over September 30, 2008.

    --  Citizens continues to hold short-term (liquid) assets
        at September 30,2009 of $533.5 million, a decrease of
        $27.2 million or 4.8% from June 30, 2009, and an increase
        of $531.0 million over September 30, 2008.

    --  Total nonperforming assets at September 30, 2009, were
        essentially unchanged from June 30, 2009, at
        $608.0 million.

    --  The allowance for loan losses at September 30, 2009,
        increased to $339.7 million or 4.13% of portfolio loans,
        compared with $333.4 million or 3.96% at June 30, 2009.
        The provision for loan losses for the third quarter of
        2009 was $77.8 million, compared with $100.0 million
        for the second quarter of 2009.  The decrease in the
        provision for loan losses was primarily due to more
        stable nonperforming loan levels.  Net charge-offs for
        the third quarter of 2009 totaled $71.5 million,
        compared with $49.2 million for the second quarter of
        2009.

    --  On September 16, 2009, Citizens' shareholders voted to
        approve the proposal to amend the company's Amended
        and Restated Articles of Incorporation to increase
        the number of authorized shares of common stock from
        150 million to 1.05 billion shares.

    --  On September 30, 2009, Citizens completed the settlement
        of its exchange offers to issue common stock in
        exchange for its outstanding 5.75% Subordinated Notes
        due 2013 (the "Subordinated Notes") and outstanding
        7.50% Enhanced Trust Preferred Securities (the "Trust
        Preferred Securities") of Citizens Funding Trust I (the
        "Exchange Offers").  In the aggregate, approximately
        268.2 million shares were issued in exchange for
        approximately $107.8 million principal amount of its
        Subordinated Notes and approximately $101.3 million
        aggregate liquidation amount of the Trust Preferred
        Securities.  The Exchange Offers generated approximately
        $198.0 million of Tier 1 common equity and a non-cash
        net loss on the early extinguishment of debt totaling
        $15.9 million.

    --  Citizens' regulatory capital ratios increased during
        the third quarter of 2009 due to the Exchange Offers
        and continue to exceed the "well-capitalized"
        designation.  As of September 30, 2009, Citizens'
        estimated capital ratios were:

        --  Tier 1 capital - 12.77%
        --  Total capital - 14.17%
        --  Tier 1 leverage - 9.62%
        --  Tier 1 common equity - 8.89%
        --  Tangible common equity to tangible assets - 6.74%
        --  Tangible equity to tangible assets - 9.02%

                          Balance Sheet

Total assets at September 30, 2009 were $12.1 billion, a decrease
of $216.6 million or 1.8% from June 30, 2009 and a decrease of
$1.0 billion or 8.0% from September 30, 2008.  The declines were
primarily due to reductions in total portfolio loans and the
second quarter of 2009 goodwill impairment, partially offset by
higher money market investments.

Money market investments at September 30, 2009, totaled
$533.5 million, a decrease of $27.2 million or 4.8% from June 30,
2009, and an increase of $531.0 million over September 30, 2008.
The decrease from June 30, 2009, was primarily the result of using
portfolio cash flow to reduce short-term borrowings.  The increase
over September 30, 2008, was primarily the result of holding
excess short-term funds with the Federal Reserve as a result of
continued deposit growth, coupled with a lack of demand for loans
from credit-worthy clients.

Investment securities at September 30, 2009, totaled $2.4 billion,
essentially unchanged from June 30, 2009, and an increase of
$213.9 million or 9.9% over September 30, 2008.  The increase over
September 30, 2008, was primarily the result of investing the
proceeds from the fourth quarter of 2008 participation in the TARP
Capital Purchase Program into securities that can be pledged as
collateral for funding of future loans, partially offset by the
effects of using portfolio cash flow to reduce short-term and
long-term borrowings.  Citizens did not have any other-than-
temporary impairment charges during the third quarter of 2009.

The following table displays the total commercial loan portfolio
by segment at quarter end for each of the last five quarters.  The
following definitions are provided to clarify the types of loans
included in each of the commercial real estate segments identified
in the table.  Land hold loans are secured by undeveloped land
which has been acquired for future development.  Land development
loans are secured by land undergoing infrastructure improvements
to create finished marketable lots for commercial or residential
construction.  Construction loans are secured by commercial,
retail and residential real estate in the construction phase with
the intent to be sold or become an income producing property.
Income producing loans are secured by non-owner occupied real
estate leased to one or more tenants. Owner occupied loans are
secured by real estate occupied by the owner for ongoing
operations.

    Commercial Loan Portfolio

    (in millions)            Sep 30    Jun 30    Mar 31    Dec 31    Sep 30
                              2009      2009      2009      2008      2008
                           --------  --------  --------  --------  --------

    Land Hold                 $52.0     $54.9     $54.2     $45.0     $48.3
    Land Development          129.7     123.1     121.2     132.7     125.0
    Construction              214.8     230.4     257.7     263.5     364.2
    Income Producing        1,509.7   1,534.5   1,558.2   1,556.2   1,533.2
    Owner-Occupied            992.4     979.5     953.0     967.3     999.6
                           --------  --------  --------  --------  --------
      Total Commercial
       Real Estate          2,898.6   2,922.4   2,944.3   2,964.7   3,070.3
    Commercial and
     Industrial             2,099.8   2,198.3   2,394.4   2,602.4   2,703.7
                           --------  --------  --------  --------  --------
      Total Commercial
       Loans               $4,998.4  $5,120.7  $5,338.7  $5,567.1  $5,774.0
                           ========  ========  ========  ========  ========

The decreases in total commercial loans were primarily the result
of a decline in customer demand from credit-worthy clients, normal
paydowns as a result of client activity, and charge-offs.

Residential mortgage loans at September 30, 2009 totaled
$1.1 billion, a decrease of $60.1 million or 5.3% from June 30,
2009, and a decrease of $194.8 million or 15.2% from September 30,
2008.  The declines were primarily the result of normal paydowns
as a result of client activity and new business not being retained
in the portfolio due to Citizens' strategy of selling more than
90% of new mortgage originations into the secondary market.

Direct consumer loans, which are primarily home equity loans, were
$1.3 billion at September 30, 2009, a decrease of $43.2 million or
3.2% from June 30, 2009, and a decrease of $173.1 million or 11.7%
from September 30, 2008.  The decreases were due to weaker
consumer demand. Indirect consumer loans, which are primarily
marine and recreational vehicle loans, totaled $825.3 million at
September 30, 2009, essentially unchanged from June 30, 2009, and
September 30, 2008.

Loans held for sale at September 30, 2009, were $61.4 million, a
decrease of $16.7 million or 21.4% from June 30, 2009, and a
decrease of $45.1 million or 42.3% from September 30, 2008.  The
decreases were primarily the result of a decline in commercial
loans held for sale due to customer paydowns, writedowns to
reflect market-value declines for the underlying collateral, and
transfers to ORE.

Goodwill at September 30, 2009, was $330.7 million, unchanged from
June 30, 2009, and a decrease of $266.5 million from September 30,
2008.  The decrease was due to a non-cash and non-tax-deductible
goodwill impairment charge recorded in the second quarter of 2009.
Citizens performed an evaluation to determine if events or
circumstances indicated additional goodwill impairment at
September 30, 2009.  As the key inputs and drivers remained
consistent with those at June 30, 2009, Citizens concluded that no
additional impairment was indicated.  There can be no assurance,
however, that future testing will not result in additional
material impairment charges due to further developments in the
banking industry or Citizens' markets.

Total deposits at September 30, 2009, were $8.8 billion, a
decrease of $121.6 million or 1.4% from June 30, 2009, and a
decrease of $214.2 million or 2.4% from September 30, 2008.  Core
deposits, which exclude all time deposits, totaled $5.1 billion at
September 30, 2009, an increase of $234.3 million or 4.8% over
June 30, 2009, and an increase of $544.7 million or 12.0% over
September 30, 2008.  The increases were primarily the result of
clients holding higher balances in transaction accounts and recent
changes in FDIC coverage thresholds.  Time deposits totaled
$3.7 billion at September 30, 2009, a decrease of $355.9 million
or 8.7% from June 30, 2009, and a decrease of $758.9 million or
17.0% from September 30, 2008.  The decreases in time deposits
were primarily the result of planned reductions in brokered
deposits and a shift in funding mix from customer time deposits to
core deposits.

Other interest-bearing liabilities, which include federal funds
purchased and securities sold under agreements to repurchase,
other short-term borrowings, and long-term debt, totaled
$1.7 billion at September 30, 2009, a decrease of $265.9 million
or 13.3% from June 30, 2009, and a decrease of $740.0 million or
30.0% from September 30, 2008.  The decreases were primarily the
result of exchanging $209.1 million in long-term debt
(approximately $107.8 million principal amount of its Subordinated
Notes and approximately $101.3 million aggregate liquidation
amount of the Trust Preferred Securities) for Citizens' common
stock in the third quarter of 2009 and applying the proceeds from
loan prepayments to reduce wholesale funding.

                  Capital Adequacy and Liquidity

Shareholders' equity at September 30, 2009, totaled $1.4 billion,
an increase of $178.3 million or 14.6% over June 30, 2009 and a
decrease of $133.3 million or 8.7% from September 30, 2008.  The
increase over June 30, 2009, was primarily the result of the
issuance of common shares upon consummation of the Exchange Offers
in the third quarter of 2009, partially offset by the net loss for
the third quarter of 2009.  The decrease from September 30, 2008
was primarily the result of the net losses incurred since the
third quarter of 2008, partially offset by the capital raised
during the fourth quarter of 2008 and the consummation of the
Exchange Offers in the third quarter of 2009.

On September 30, 2009, Citizens completed the Exchange Offers,
exchanging approximately 268.2 million shares of Citizens' common
stock for an aggregate of $209.1 million in long-term debt (or
approximately 76% of the outstanding securities that were subject
to the Exchange Offers).  The consummation of the Exchange Offers
strengthened Citizens' capital base by raising approximately
$198.0 million of Tier 1 common equity and also reduced the
interest expense associated with the Subordinated Notes and the
Trust Preferred Securities by approximately $13.8 million
annually.  The Exchange Offers generated a non-cash net loss on
the early extinguishment of debt totaling $15.9 million, which
represents the difference between the fair value of Citizens'
common stock issued (as of the expiration date of the Exchange
Offers) and the carrying amount of the retired debt.

Citizens continues to maintain a strong capital position, and its
regulatory capital ratios are above "well-capitalized" standards,
as evidenced by the following key capital ratios.

                      Regulatory
                      Minimum for                              Excess Capital
                       "Well-                                   over Minimum
                     Capitalized"  9/30/09  6/30/09  3/31/09    (in millions)
                     -----------   -------  -------  -------     -----------
    Tier 1 capital
     ratio*              6.00%     12.77%   11.81%   12.16%           $601.0
    Total capital
     ratio*             10.00%     14.17%   13.91%   14.21%           $370.2
    Tier 1 leverage
     ratio*              5.00%      9.62%    8.68%    9.32%           $544.5
    Tier 1 common
     ratio*                         8.89%    6.95%    7.52%
    Tangible common
     equity to
     tangible assets                6.74%    5.14%    5.58%
    Tangible equity
     to tangible
     assets                         9.02%    7.39%    7.74%

        * September 30, 2009 is an estimate
       ------------------------------------

Like many financial institutions across the United States,
Citizens has been impacted by deteriorating economic conditions.
Recent events such as bankruptcy filings by significant automotive
manufacturers and suppliers, as well as announced automotive plant
and dealer closings, affect the national economy in general and
the Michigan economy in particular.  As a result, to withstand the
effects of increased economic stress and uncertainty over the
coming months and years, as described in its recent SEC filings,
Citizens continues to evaluate a number of alternatives to raise
additional Tier 1 common equity to maintain and strengthen its
balance sheet.

Citizens maintains a strong liquidity position due to its on-
balance sheet liquidity sources and very stable funding base
comprised of approximately 73% deposits, 14% long-term debt, 12%
equity, and 1% short-term liabilities.  Citizens also has access
to high levels of untapped liquidity through collateral-based
borrowing capacity provided by portions of both the loan and
investment securities portfolios.  Additionally, money market
investments and securities available-for-sale could be sold for
cash to provide liquidity, if necessary.

                    Net Interest Margin and
                      Net Interest Income

Net interest margin was 2.97% for the third quarter of 2009
compared with 2.73% for the second quarter of 2009 and 3.09% for
the third quarter of 2008.  The increase in net interest margin
over the second quarter of 2009 was primarily the result of
expanding loan spreads, declining deposit costs, and a decrease in
higher-cost brokered time deposit balances.

The decrease in net interest margin from the third quarter of 2008
was primarily the result of deposit price competition, the
movement of loans to nonperforming status, and an increase in
short-term investments to provide additional on-balance sheet
liquidity, partially offset by expanding commercial and consumer
loan spreads and retail time deposits repricing to a lower rate.
For the nine months ended September 30, 2009, net interest margin
declined to 2.81% compared with 3.11% for the same period of 2008
as a result of the aforementioned factors.

Net interest income was $80.9 million for the third quarter of
2009, an increase of $5.3 million or 7.0% over the second quarter
of 2009, and a decrease of $6.4 million or 7.4% from the third
quarter of 2008.  The increase over the second quarter of 2009 was
due to the increase in net interest margin, partially offset by a
$345.6 million decrease in average earning assets.  The decrease
in average earning assets was primarily the result of a decrease
in loan portfolio balances due to lower demand in the current
Midwest economic environment, and a decrease in investment
securities balances due to maturing balances not being fully
reinvested.

The decrease in net interest income compared with the third
quarter of 2008 was due to the lower net interest margin and a
$492.3 million decrease in average earning assets.  The decrease
in average earning assets was the result of a decrease in loan
portfolio balances due to lower demand in the current Midwest
economic environment, partially offset by an increase in
investment securities and money market investments.  For the nine
months ended September 30, 2009, net interest income declined to
$233.4 million compared with $263.2 million for the same period of
2008 as a result of the lower net interest margin and a
$213.3 million decrease in average earning assets due to the
aforementioned factors.

                        Credit Quality

The quality of Citizens' loan portfolio is impacted by numerous
factors, including the economic environment in the markets in
which Citizens operates.  Citizens carefully monitors its loans in
an effort to identify and mitigate any potential credit quality
issues and losses in a proactive manner.  Citizens performs
quarterly reviews of the non-watch commercial credit portfolio
focusing on industry segments and asset classes that have or may
be expected to experience stress due to economic conditions.  This
process seeks to validate each such credit's risk rating,
underwriting structure and exposure management under current and
stressed economic scenarios while strengthening these
relationships and improving communication with these clients.

The following tables represent four qualitative aspects of the
loan portfolio that illustrate the overall level of quality and
risk inherent in the loan portfolio.

    --  Table 1 -- Delinquency Rates by Loan Portfolio --
        This table illustrates the loans where the contractual
        payment is 30 to 89 days past due and interest is still
        accruing.  While these loans are actively worked to
        bring them current, past due loan trends may be a
        leading indicator of potential future nonperforming loans
        and charge-offs.

    --  Table 2 -- Commercial Watchlist -- This table illustrates
        the commercial loans that, while still accruing
        interest, we believe may be at risk due to general
        economic conditions or changes in a borrower's
        financial status and therefore require increased
        oversight.  Watchlist loans that are in nonperforming
        status are included in Table 3 below.

    --  Table 3 -- Nonperforming Assets -- This table
        illustrates the loans that are in nonaccrual status,
        loans past due 90 days or more on which interest is
        still accruing, restructured loans, nonperforming
        loans that are held for sale, and other repossessed
        assets acquired.  The commercial loans included in
        this table are reviewed as part of the watchlist process
        in addition to the loans displayed in Table 2.

    --  Table 4 -- Net Charge-Offs -- This table illustrates
        the portion of loans that have been charged-off during
        each quarter.

    Table 1 -- Delinquency Rates By Loan Portfolio
    30 to 89 days Past Due

                        Sep 30, 2009       Jun 30, 2009         Mar 31, 2009
                        ------------       ------------         ------------
      (dollars in              % of              % of                % of
       millions)        $   Portfolio     $    Portfolio        $  Portfolio
                        -  ----------     -    ---------        -  ---------

      Land Hold        $1.4     2.61%     $3.5     6.38%       $3.7     6.83%
      Land Development 12.0     9.29       1.3     1.06        11.1     9.16
      Construction     12.1     5.64       1.7     0.74        16.7     6.48
      Income Producing 44.9     2.97      50.0     3.26        64.2     4.12
      Owner-Occupied   24.4     2.46      15.6     1.59        37.4     3.92
                       ----     ----      ----     ----        ----     ----
        Total
         Commercial
         Real Estate   94.8     3.27      72.1     2.47       133.1     4.52
      Commercial and
       Industrial      20.2     0.96      34.0     1.55        47.1     1.97
                       ----     ----      ----     ----        ----     ----
        Total
         Commercial
         Loans        115.0     2.30     106.1     2.07       180.2     3.38

      Residential
       Mortgage        30.3     2.80      27.7     2.42        25.9     2.14
      Direct Consumer  24.5     1.87      23.3     1.72        20.4     1.45
      Indirect
       Consumer        16.3     1.98      14.6     1.81        14.7     1.83
                       ----     ----      ----     ----        ----     ----
        Total Consumer
         Loans         71.1     2.21      65.6     1.98        61.0     1.79
        Total
         Delinquent
         Loans       $186.1     2.26%   $171.7     2.04%     $241.2      2.76%
                     ======             ======               ======

                                Dec 31, 2008           Sep 30, 2008
                                ------------           ------------

                               $        % of          $            % of
                                      Portfolio                  Portfolio
                              --     ----------      --          ---------

      Land Hold                $3.9         8.67%     $7.3        15.11  %
      Land Development          5.2         3.92      10.3         8.24
      Construction             27.3        10.36      26.1         7.17
      Income Producing         76.7         4.93      50.1         3.27
      Owner-Occupied           37.5         3.88      21.3         2.13
                               ----         ----      ----         ----
        Total Commercial
         Real Estate          150.6         5.08     115.1         3.75
      Commercial and
       Industrial              56.5         2.17      29.1         1.08
                               ----         ----      ----         ----
        Total Commercial
         Loans                207.1         3.72     144.2         2.50

      Residential Mortgage     39.5         3.13      37.7         2.95
      Direct Consumer          25.5         1.76      19.5         1.32
      Indirect Consumer        18.5         2.25      13.6         1.61
                               ----         ----      ----         ----
        Total Consumer
         Loans                 83.5         2.36      70.8         1.96
        Total Delinquent
         Loans               $290.6         3.19%   $215.0         2.29  %
                             ======                 ======

The increase in total delinquencies over June 30, 2009, was
primarily the result of longer than anticipated renewal efforts on
several large commercial real estate loans totaling $10.2 million
(which have since been renewed in the fourth quarter), partially
offset by a decrease in commercial and industrial delinquent
loans.  The decrease from September 30, 2008, was primarily due to
enhanced administrative renewal efforts.  However, the weak
economy in the Midwest and particularly in Michigan, continues to
significantly impact Citizens' commercial real estate portfolio.

As part of its overall credit underwriting and review process and
loss mitigation strategy, Citizens carefully monitors commercial
and commercial real estate credits that are current in terms of
principal and interest payments but may deteriorate in quality as
economic conditions decline.  Commercial relationship officers
monitor their clients' financial condition and initiate changes in
loan ratings based on their findings.  Loans that have migrated
within the loan rating system to a level that requires increased
oversight are considered watchlist loans (generally consistent
with the regulatory definition of special mention, substandard,
and doubtful loans) and include loans that are accruing (see Table
2) or nonperforming (see Table 3).  Citizens utilizes the
watchlist process as a proactive credit risk management practice
to help mitigate the migration of commercial loans to
nonperforming status and potential loss.  Once a loan is placed on
the watchlist, it is reviewed quarterly by the chief credit
officer, senior credit officers, senior market managers, and
commercial relationship officers to assess cash flows, collateral
valuations, guarantor liquidity, and other pertinent trends.
During these meetings, action plans are implemented or reviewed to
address emerging problem loans or to remove loans from the
portfolio.  Additionally, loans viewed as substandard or doubtful
are transferred to Citizens' special loans or small business
workout groups and are subjected to an even higher level of
monitoring and workout activity.

    Table 2 -- Commercial Watchlist
    Accruing loans only
                            Sep 30, 2009    Jun 30, 2009        Mar 31, 2009
                            ------------    ------------        ------------
      (dollars in
       millions)        $       % of        $    % of           $        % of
                              Portfolio          Portfolio           Portfolio
                       --     ---------    --    ---------     --    ---------
      Land Hold       $29.0    55.76%    $18.1     32.97%     $15.7    28.97%
      Land
       Development     93.6    72.12      83.6     67.91       62.4    51.49
      Construction     90.4    42.10      90.3     39.19       86.6    33.60
      Income
       Producing      519.6    34.42     458.9     29.91      421.9    27.08
      Owner-Occupied  277.3    27.94     274.4     28.01      224.2    23.53
                      -----    -----     -----     -----      -----    -----
        Total
         Commercial
         Real
         Estate     1,009.9    34.84     925.3     31.66      810.8     27.54
      Commercial and
       Industrial     510.3    24.30     532.9     24.24      479.7     20.03
                      -----     -----     -----     -----      -----     -----
        Total
         Watchlist
         Loans     $1,520.2     30.41% $1,458.2    28.48%  $1,290.5     24.17%
                   ========            ========            ========

                                Dec 31, 2008           Sep 30, 2008
                                ------------           ------------
                                        % of                     % of
                               $      Portfolio        $        Portfolio
                              --      ---------       --        ---------

      Land Hold               $18.5        41.11%    $20.7        42.86  %
      Land Development         49.3        37.15      51.8        41.44
      Construction             74.8        28.39     104.8        28.78
      Income Producing        401.0        25.77     290.3        18.93
      Owner-Occupied          178.4        18.44     167.0        16.71
                              -----        -----     -----        -----
        Total Commercial
         Real Estate          722.0        24.35     634.6        20.67
      Commercial and
       Industrial             436.8        16.78     431.2        15.95
                              -----        -----     -----        -----
        Total Watchlist
         Loans             $1,158.8        20.82% $1,065.8        18.46  %
                           ========               ========

The increases in accruing watchlist loans over June 30, 2009, and
September 30, 2008, were primarily the result of the
aforementioned non-watch commercial credit reviews as signs of
economic or business related stress indicate more credit oversight
and review is warranted.  Additionally, the increases were also
impacted by continuing commercial real estate deterioration in
Michigan and, as a way to help mitigate future losses, additional
proactive downgrades as Citizens closely monitors borrowers'
repayment capacity in this environment.

    Table 3 -- Nonperforming Assets

                       Sep 30, 2009       Jun 30, 2009      Mar 31, 2009
                      ----------------   --------------     -------------
      (dollars in              % of             % of             % of
       millions)       $     Portfolio   $    Portfolio     $   Portfolio
                      --     ---------   --   ---------     --  ---------

      Land Hold     $13.3     25.56%   $13.1   23.86%     $12.0    22.14%
      Land
       Development   13.7     10.52     15.1   12.27       14.6    12.05
      Construction   33.7     15.70     36.0   15.63       26.5    10.28
      Income
       Producing    126.7      8.39    139.4    9.08      116.3     7.46
      Owner-Occupied 70.2      7.07     72.0    7.35       66.5     6.98
                     ----      ----     ----    ----       ----     ----
        Total
         Commercial
         Real
         Estate     257.6      8.89    275.6    9.43      235.9     8.01
      Commercial
       and
       Industrial   111.5      5.31     91.8    4.18       83.7     3.50
                    -----      ----     ----    ----       ----     ----
        Total
         Nonaccruing
         Commercial
          Loans     369.1      7.38    367.4    7.17      319.6     5.99

      Residential
       Mortgage     106.5      9.82    103.3    9.02       84.6     7.00
      Direct
       Consumer      20.4      1.56     20.3    1.50       21.0     1.49
      Indirect
       Consumer       2.6      0.31      1.4    0.17        2.0     0.25
                      ---      ----      ---    ----        ---     ----
        Total
         Non-
         accruing
         Consumer
         Loans      129.5      4.03    125.0    3.78      107.6     3.15
          Total
           Non-
           accruing
           Loans    498.6      6.07    492.4    5.84      427.2     4.88
      Loans 90+
       days
       still
       accruing       0.6      0.01      0.8     0.01       1.0     0.01
      Restructured
       loans          2.3      0.03      2.5     0.03       0.4        -
                      ---      ----      ---     ----       ---       --
        Total
          Non-
          performing
          Portfolio
          Loans     501.5     6.10%    495.7     5.88%     428.6    4.90%
      Nonperforming
       Held
       for Sale      44.5               54.3                64.6
      Other
       Repossessed
       Assets
       Acquired      62.0               54.7                57.4
                     ----               ----                ----
        Total
         Non-
         performing
         Assets    $608.0             $604.7              $550.6
                   ======             ======              ======

                                Dec 31, 2008           Sep 30, 2008
                                ------------           ------------
                                        % of                 % of
                               $      Portfolio       $     Portfolio
                              --      ---------      --     ---------

      Land Hold               $10.4        23.11%    $11.0        22.77  %
      Land Development         23.4        17.63      20.6        16.48
      Construction             18.3         6.94      25.7         7.06
      Income Producing         78.6         5.05      57.6         3.76
      Owner-Occupied           31.8         3.29      17.7         1.77
                               ----         ----      ----         ----
        Total Commercial
         Real Estate          162.5         5.48     132.6         4.32
      Commercial and
       Industrial              64.6         2.48      38.2         1.41
                               ----         ----      ----         ----
        Total Nonaccruing
         Commercial Loans     227.1         4.08     170.8         2.96

      Residential Mortgage     59.5         4.71      40.2         3.14
      Direct Consumer          15.1         1.04      16.3         1.10
      Indirect Consumer         2.6         0.32       2.1         0.25
                                ---         ----       ---         ----
        Total Nonaccruing
         Consumer Loans        77.2         2.18      58.6         1.63
          Total Nonaccruing
           Loans              304.3         3.34     229.4         2.45
      Loans 90+ days
       still accruing           1.5         0.02       1.6         0.02
      Restructured loans        0.2            -       0.3            -
                                ---            -       ---
        Total Nonperforming
         Portfolio Loans      306.0         3.36%    231.3         2.47%
      Nonperforming Held
       for Sale                75.2                   86.6
      Other Repossessed
       Assets Acquired         58.0                   46.5
                               ----                   ----
        Total Nonperforming
         Assets              $439.2                 $364.4
                             ======                 ======

The increase in nonperforming assets over September 30, 2008, was
primarily the result of continued deterioration in the real estate
secured portfolios (particularly commercial) and general economic
deterioration in the Midwest.  Nonperforming assets at
September 30, 2009, represented 7.34% of total loans plus other
repossessed assets acquired compared with 7.13% at June 30, 2009,
and 3.87% at September 30, 2008.  Nonperforming commercial loan
inflows were $94.2 million in the third quarter of 2009 compared
with $133.3 million in the second quarter of 2009 and
$102.6 million in the third quarter of 2008.

Nonperforming commercial loan outflows were $93.0 million in the
third quarter of 2009 compared with $85.9 million in the second
quarter of 2009 and $38.5 million in the third quarter of 2008.
The third quarter of 2009 outflows included $7.3 million in loans
that returned to accruing status, $29.6 million in loan payoffs
and paydowns, $49.2 million in charged-off loans, and $6.9 million
transferred to other repossessed assets acquired.

    Table 4 -- Net
     Charge-Offs
                                           Three Months Ended
                                           ------------------
                          Sep 30, 2009      Jun 30, 2009      Mar 31, 2009
                          ------------      ------------      ------------
                                   % of            % of              % of
                           $     Portfolio   $   Portfolio      $  Portfolio
                          --     ---------  --   ---------     --  ---------
    Land Hold            $0.5      4.02%    $0.6    4.37%     $---     ---%
    Land Development      1.4      4.19      2.4    7.80       6.3    20.79
    Construction          0.9      1.63      5.8   10.07       2.0     3.10
    Income Producing     24.5      6.50     12.6    3.28       7.8     2.00
    Owner-Occupied        4.6      1.85      7.9    3.23       2.4     1.01
                          ---      ----      ---    ----       ---     ----
    Total Commercial
     Real Estate         31.9      4.40      29.3   4.01      18.5     2.51
    Commercial and
     Industrial          20.1      3.84       6.8   1.24       8.0     1.34
                         ----      ----       ---   ----       ---     ----
        Total Commercial
         Loans           52.0      4.16      36.1   2.82      26.5     1.99

      Residential
       Mortgage          10.0      3.67       2.2   0.77       0.8     0.26
      Direct Consumer     6.3      1.92       6.5   1.92       4.4     1.25
      Indirect Consumer   3.2      1.56       4.4   2.18       5.0     2.49
                          ---      ----       ---   ----       ---     ----
        Total Consumer
         Loans           19.5      2.42      13.1   1.59      10.2     1.19
        Total Net Charge-
         offs           $71.5      3.41%    $49.2    2.30%    $36.7     1.67%
                        =====               =====                      =====
        ** Represents
         an annualized
         rate.
      -----------------------------------

                                           Three Months Ended
                                           ------------------
                                Dec 31, 2008             Sep 30, 2008
                                ------------             ------------
                                       % of                    % of
                               $     Portfolio**        $      Portfolio**
                              --    ------------       --      -----------

      Land Hold                $4.6        40.89%     $1.7        14.08  %
      Land Development          5.8        17.48       6.9        22.08
      Construction             10.7        16.24       0.5         0.55
      Income Producing         21.7         5.58       4.4         1.15
      Owner-Occupied            3.1         1.28       1.3         0.52
                                ---         ----       ---         ----
        Total Commercial
         Real Estate           45.9         6.19      14.8         1.93
      Commercial and
       Industrial              21.9         3.37       0.4         0.06
                               ----         ----       ---         ----
        Total Commercial
         Loans                 67.8         4.87      15.2         1.05

      Residential Mortgage      1.6         0.51       0.5         0.16
      Direct Consumer           5.9         1.63       3.3         0.89
      Indirect Consumer         5.7         2.78       3.4         1.61
                                ---         ----       ---         ----
        Total Consumer
         Loans                 13.2         1.49       7.2         0.80
        Total Net Charge-
         offs                 $81.0         3.48%    $22.4         0.94  %
                              =====                  =====
        ** Represents an annualized rate.
      -----------------------------------

The increase in net charge-offs over the second quarter of 2009
was primarily the result of charging off four large commercial
real estate loans totaling $17.6 million and four large commercial
and industrial loans totaling $16.2 million (one of which was
related to real estate construction projects).  Additionally, the
increase in residential mortgage net charge-offs over the second
quarter of 2009 was primarily due to charging off one loan
totaling $2.1 million and an increase in the migration of
nonperforming loans through the disposition process, which was
expected.  The increase over the third quarter of 2008 was
primarily the result of continued deterioration in the real estate
secured portfolios (particularly commercial) and general economic
deterioration in the Midwest.

The allowance for loan losses was $339.7 million or 4.13% of
portfolio loans at September 30, 2009, compared with
$333.4 million or 3.96% at June 30, 2009, and $217.7 million or
2.32% at September 30, 2008.  The increases were primarily the
result of continued deterioration in commercial real estate loans
and an increase in the loss migration rates and extended duration
of residential mortgage and consumer loans.  Based on current
conditions and expectations, Citizens believes that the allowance
for loan losses is adequate to address the estimated loan losses
inherent in the existing loan portfolio at September 30, 2009.

After determining what Citizens believes is an adequate allowance
for loan losses based on the risk in the portfolio, the provision
for loan losses is calculated as a result of the net effect of the
quarterly change in the allowance for loan losses and the
quarterly net charge-offs.  The provision for loan losses was
$77.8 million in the third quarter of 2009, compared with
$100.0 million in the second quarter of 2009 and $58.4 million in
the third quarter of 2008.  The decrease from the second quarter
of 2009 was primarily due to more stable nonperforming loan levels
in the third quarter.  The increase over the third quarter of 2008
was primarily the result of higher net charge-offs and overall
migration of loans to nonperforming status.  This migration, and
evaluation of the underlying collateral supporting these loans,
caused an increase in the allowance for loan losses due to the
higher likelihood that portions of these loans may eventually be
charged-off.

                    Noninterest Income

Noninterest income for the third quarter of 2009 was
$11.8 million, a decrease of $9.1 million or 43.5% from the second
quarter of 2009 and a decrease of $16.2 million or 57.7% from the
third quarter of 2008.  Noninterest income for the first nine
months of 2009 totaled $52.0 million, a decrease of $33.9 million
or 39.5% from the same period of 2008.

The decrease in noninterest income from the second quarter of 2009
was primarily the result of the aforementioned net loss on the
extinguishment of debt in connection with the Exchange Offers
($15.9 million), partially offset by lower losses on loans held
for sale ($3.5 million), higher other income ($2.5 million), and
higher service charges on deposit accounts ($0.7 million).  The
decrease in losses on loans held for sale was primarily the result
of lower writedowns to reflect market-value declines for the
underlying collateral.  The increase in other income was primarily
the result of receiving the proceeds for an insurance claim on a
previous branch office, exiting the holding company's 2006 capital
investment in a limited partnership, and a higher rate on bank
owned life insurance.  The increase in service charges on deposit
accounts was primarily the result of higher customer transaction
volume.

The decrease in noninterest income from the third quarter of 2008
was primarily due to the aforementioned net loss on the
extinguishment of debt ($15.9 million) and, to a lesser extent,
lower service charges on deposit accounts ($0.7 million) and trust
fees ($0.6 million).  The decrease in service charges on deposit
accounts was primarily the result of a decline in customer
transaction volume.  The decline in trust fees was primarily the
result of negative market conditions.

The decrease in noninterest income from the first nine months of
2008 was primarily due to the aforementioned net loss on debt
extinguishment ($15.9 million), as well as higher net losses on
loans held for sale ($7.9 million), lower other income
($3.7 million), lower trust fees ($3.1 million), and lower service
charges on deposit accounts ($3.1 million) due to the
aforementioned factors.

                     Noninterest Expense

Noninterest expense for the third quarter of 2009 was
$83.6 million, a decrease of $271.8 million from the second
quarter of 2009 and an increase of $9.3 million over the third
quarter of 2008.  The second quarter of 2009 included a non-cash
non tax deductible goodwill impairment charge of $266.5 million.
Noninterest expense for the first nine months of 2009 totaled
$519.8 million, an increase of $107.7 million over the same period
of 2008.

The decrease in noninterest expense from the second quarter of
2009 was primarily the result of the aforementioned goodwill
impairment charge ($266.5 million), as well as lower other expense
($8.4 million), partially offset by higher salaries and employee
benefits ($2.5 million) and other real estate (ORE) expenses
($1.2 million).  The decrease in other expense was primarily the
result of a $5.6 million FDIC insurance premium incurred in the
second quarter of 2009 as a result of an industry-wide special
assessment.  The increase in salaries and employee benefits was
primarily the result of higher severance expense and benefits
related to those agreements.  The increase in ORE expenses was
primarily the result of higher carrying costs related to holding
the ORE properties and mark-to-market charges related to
additional declines in market value on ORE assets.

The increase in noninterest expense over the third quarter of
2008 was primarily the result of higher other loan expenses
($3.7 million), ORE expenses ($3.7 million) and other expense
($3.1 million), partially offset by lower salaries and employee
benefits ($1.3 million), as well as a net decline in all other
noninterest expense categories.  The increase in other loan
expense was primarily the result of higher foreclosure expenses
associated with repossessing collateral underlying commercial and
residential real estate loans.  The increase in ORE expenses was
primarily the result of the aforementioned factors.  The increase
in other expense was primarily the result of an increase in FDIC
insurance premiums due to an industry-wide rate increase.  The
decrease in salaries and employee benefits was primarily due to
lower staffing levels and suspending employer contributions to the
401(k) plan in 2009.  The net decline in all other noninterest
expense categories was primarily the result of various expense
management initiatives implemented throughout the company.

Salary costs included severance expense of $1.5 million for the
third quarter of 2009, compared with less than $0.1 million for
the second quarter of 2009, and $2.0 million for the third quarter
of 2008.  Citizens had 2,173 full-time equivalent employees at
September 30, 2009, compared with 2,157 at June 30, 2009, and
2,261 at September 30, 2008.

The increase in noninterest expense over the first nine months
of 2008 was primarily the result of a higher goodwill impairment
charge ($88.4 million), as well as higher other expense
($15.9 million), other loan expense ($11.3 million), and ORE
expense ($8.9 million), partially offset by lower salaries and
employee benefits ($12.7 million), and a net decline in all other
noninterest expense categories due to the aforementioned factors.

                      Income Tax Benefit

The income tax benefit for the third quarter of 2009 was
$11.7 million, compared with $11.4 million for the second quarter
of 2009 and $10.2 million for the third quarter of 2008.  For the
first nine months of 2009, the income tax benefit totaled
$26.6 million, a decrease of $2.0 million from the same period of
2008.  The variances were primarily due to the effect of higher
pre-tax losses and current period adjustments to other
comprehensive income.

             Reconciliation of Pre-Tax Pre-Provision
                    Core Operating Earnings

Citizens presents pre-tax pre-provision core operating earnings in
this release for purposes of additional analysis of our operating
results.  Pre-tax pre-provision core operating earnings, as
defined by management, represents net income (loss) excluding
income tax provision (benefit), the provision for loan losses, and
any impairment charges or special assessments (including goodwill,
credit writedowns, fair-value adjustments, and FDIC special
assessments).

The following table reconciles consolidated net loss, which is
presented in accordance with US generally accepted accounting
principles ("GAAP"), to pre-tax pre-provision core operating
earnings.  GAAP is the principal and most useful measure of
earnings and provides comparability of earnings with other
companies.  However, Citizens believes presenting pre-tax pre-
provision core operating earnings provides investors with the
ability to better understand Citizens' underlying operating trends
separate from the direct effects of the impairment charges, net
loss on debt extinguishment, credit issues, fair value
adjustments, challenges inherent in the real estate downturn and
other economic cycle issues and displays a consistent core
operating earnings trend before the impact of these challenges.
The credit quality section of this earnings release already
isolates all of the challenges and issues related to the credit
quality of Citizens' loan portfolio and its impact on Citizens'
earnings as reflected in the provision for loan losses.

    Pre-Tax Pre-Provision Core Operating
     Earnings                                Three Months Ended

                              Sep 30     Jun 30    Mar 31     Dec 31    Sep 30
     (in thousands)            2009       2009      2009       2008      2008
    ---------------           ------     ------    ------     ------    ------
    Net Loss                $(56,923) $(347,413) $(45,149) $(195,369) $(7,176)
    Income tax provision
     (benefit)               (11,747)   (11,415)   (3,467)    99,634  (10,192)
    Provision for loan
     losses                   77,783     99,962    64,017    118,565   58,390
    Goodwill impairment          ---    266,474       ---        ---      ---
    Net loss on debt
     extinguishment           15,929        ---       ---        ---      ---
    FDIC special assessment      ---      5,565       ---        ---      ---
    Fair-value writedown
     on loans held for sale      859      4,350     6,152      5,865    1,261
    Fair-value writedown
     on ORE                    3,934      3,306     7,985        602      675
    Fair-value (write-up)/
     writedown on bank
     owned life insurance       (360)       ---       235      2,896      551
    Loss on auction rate
     securities repurchase       ---        ---       ---      2,406      ---
    Mark-to-market on swaps    1,018        583    (2,444)     2,414   (2,894)
    Captive insurance
     impairment charge           ---        ---       ---      1,053      ---
                                 ---        ---       ---      -----      ---
    Pre-Tax Pre-Provision
     Core Operating
     Earnings                $30,493    $21,412   $27,329    $38,066  $40,615
                             =======    =======   =======    =======  =======

              Use of Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this
release includes non-GAAP financial measures such as those
included in the "Key Highlights in the Quarter" section, the
"Reconciliation of Pre-Tax Pre-Provision Core Operating Earnings"
section, the "Non-GAAP Performance Ratios" table, and the "Non-
GAAP Common Equity Ratios" table.  Citizens believes these non-
GAAP financial measures provide information useful to investors in
understanding the underlying operational performance of the
company, its business, and performance trends and facilitates
comparisons with the performance of others in the banking
industry.  Specifically, Citizens believes the exclusion of
restructuring and merger-related expenses, intangible asset
amortization, and the goodwill impairment to create "core
operating earnings" as well as the exclusion of related goodwill
and other intangible assets, net of applicable deferred tax
amounts, to create "average tangible assets" and "average tangible
equity" facilitates the comparison of results for ongoing business
operations.  Citizens' management internally assesses the
company's performance based, in part, on these non-GAAP financial
measures.  The tangible common equity ratio and Tier 1 common
equity ratio have become a focus of some investors and management
believes that these ratios may assist investors in analyzing our
capital position absent the effects of intangible assets and
preferred stock.  Because tangible common equity and Tier 1 common
equity are not formally defined by GAAP or codified in the federal
banking regulations, these measures are considered to be non-GAAP
financial measures.  Because analysts and banking regulators may
assess our capital adequacy using tangible common equity and Tier
1 common equity, the Company believes that it is useful to provide
investors the ability to assess our capital adequacy on these same
bases.

In accordance with industry standards, certain designated net
interest income amounts are presented on a taxable equivalent
basis, including the calculation of net interest margin and the
efficiency ratio displayed in the "Selected Quarterly Information"
and "Financial Summary and Comparison" tables.  Citizens believes
the presentation of net interest margin on a taxable equivalent
basis allows comparability of net interest margin with our
industry peers by eliminating the effect of the differences in
portfolios attributable to the proportion represented by both
taxable and tax-exempt investments.

Although Citizens believes the above non-GAAP financial measures
enhance investors' understanding of its business and performance,
these non-GAAP measures should not be considered a substitute for
GAAP basis financial measures.

                        Other News

             Citizens Receives Nasdaq Notice of
              Minimum Bid Price Non-Compliance

On September 25, 2009, Citizens received a notice from The Nasdaq
Stock Market stating that the minimum bid price for Citizens'
common stock was below $1.00 per share for 30 consecutive business
days and that Citizens was therefore not in compliance with Nasdaq
Marketplace Rule 5450(a)(1).  To regain compliance, the closing
bid price of Citizens' common stock must meet or exceed $1.00 per
share for at least ten consecutive business days.  Citizens has
until March 22, 2010, to regain compliance with the minimum
closing bid price requirement and is considering available options
to regain compliance.  The notification letter has no effect at
this time on the listing of Citizens' common stock on The Nasdaq
Global Select Market.

     Citizens Names Treasurer and Principal Accounting Officer

On October 8, 2009, Citizens announced that Brian D. J. Boike was
named senior vice president and treasurer and Joseph C. Czopek was
named senior vice president and principal accounting officer.
Boike will have responsibility for all treasury activities,
including management of the company's balance sheet, capital,
funding and liquidity.  In addition to his responsibilities as
corporate controller, Czopek will lead the daily activities of SEC
reporting and SOX compliance for the company.

                  About Citizens Republic

Citizens Republic Bancorp, Inc. -- http://www.citizensbanking.com/
-- is a diversified financial services company providing a wide
range of commercial, consumer, mortgage banking, trust and
financial planning services to a broad client base.  Citizens
serves communities in Michigan, Ohio, Wisconsin, and Indiana as
Citizens Bank and in Iowa as F&M Bank, with 232 offices and 267
ATMs. Citizens Republic Bancorp is the largest bank holding
company headquartered in Michigan with roots dating back to 1871
and is the 44(th) largest bank holding company headquartered in
the United States.

As reported by the TCR on Oct. 5, 2009, Moody's Investors Service
has confirmed the B2 long-term issuer rating of Citizens Republic
Bancorp, Inc., and the long-term ratings of its lead bank,
Citizens Bank, Michigan (bank financial strength of D-, deposits
of Ba3, issuer and other senior obligations of B1).  At the same
time, Moody's upgraded Citizens' subordinated debt rating to B3
from Caa2, but continued the review with direction uncertain on
the Caa2 trust preferred securities rating of Citizens Funding
Trust I.  The outlook on Citizens and its lead bank is negative.


CLARENS JUNIOR GELIN: Case Summary & 16 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Clarens Junior Gelin
                  aka Clarens Junior Gelin
               Marie Denise Destin
               4398 Chastain Dr.
               Melbourne, FL 32940

Bankruptcy Case No.: 09-15881

Chapter 11 Petition Date: October 20, 2009

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

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

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

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

According to the schedules, the Company has assets of $1,007,757,
and total debts of $1,263,565.

A full-text copy of the Debtors' petition, including a list of
their 16 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/flmb09-15881.pdf

The petition was signed by the Joint Debtors.


CMR MORTGAGE: Files Disclosure Statement to Chapter 11 Plan
-----------------------------------------------------------
CMR Mortgage Fund II, LLC, and CMR Mortgage Fund III, LLC, filed
with the U.S. Bankruptcy Court for the Northern District of
California a disclosure statement with respect to their Joint
Chapter 11 Plan of Reorganization.

The Plan provides that substantially all secured and unsecured
creditors will be paid in full over a maximum seven-year term,
members of the Debtors will retain their membership interests or
voluntarily exchange the interests for debt as provided for in the
Plan, and the Debtors will eventually begin to return capital to
members of the Debtors.

Distributions under the Plan will be funded by sales or Joint
Ventures of real property, loans secured by real property and
payoffs by borrowers.  There are only two secured claims against
assets held by CMR Fund II, which claims will be paid from the
proceeds of the sale or refinance of the underlying assets or
satisfied by forfeiture of the assets.  There are no secured
claims against assets held by CMR Fund III.

The Debtors intend to obtain DIP Financing in order to fund
business operations, however, the DIP Financing will not be used
to make distributions under the Plan.

The Plan further provides that the Debtors will restructure their
members' equity interests and reduce the number of members of each
Debtor to less than 300 in order to enable the Debtors to
terminate the requirement to register their securities with
Section 12(g)(4) of the Securities and Exchange Act of 1934 and to
file reports as a public company.

In order to accomplish the restructuring, the Debtors will offer
some or all members the option of exchanging their membership
interest for unsecured debt.

Imperial Capital Bank will retain its lien against the Sand City
Property.  CMR Fund II intends to sell or refinance the Sand City
Property and pay Imperial Capital Bank's Allowed Secured Claim in
full.  Imperial Capital Bank holds a first priority lien against
the Sand City Property.  In addition to the lien which was
foreclosed upon, CMR Fund II holds a second position lien against
the Sand City Property in the amount of $10,000,000.  A third
position lien against the Sand City Property in the amount of
$10,000,000 is jointly held by CMR Fund I (97%) and CMR Fund III
(3%).

The Plan also proposes that CMR Income Fund, LLC, a California
limited liability company, and Wells Fargo Foothill, Inc. will
retain their jointly-held lien against Fund II's lien against the
Wheatland Property and its membership interests in Wheatland
Holdings.  CMR Fund II intends to sell or refinance the Wheatland
Property and pay the Allowed Class 2A Claim in full.  Income Fund
and Wells Fargo Foothill, Inc. hold a lien in the amount of
$23,333,777 against CMR Fund II's lien against the Wheatland
Property and its membership interest in Wheatland Holdings.

The Court has not set a date to consider approval of the adequacy
of the information in the Disclosure Statement.

A full-text copy of the Debtor's Disclosure Statement is available
for free at:

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

A full-text copy of the Debtor's Joint Plan of Reorganization is
available for free at:

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

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

The Company and CMR Mortgage Fund III, LLC, filed for Chapter 11
protection on March 31, 2009 (Bankr. N. D. Calif. Case No. 09-
30788 and 09-30802).  Robert G. Harris, Esq., at the Law Offices
of Binder and Malter, represents the Debtor as counsel.  The
Debtor listed between $10 million and $50 million each in assets
and debts.


COCKROFT DAIRY: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Cockroft Dairy Farm of Kersey has filed for Chapter 11 bankruptcy
protection, listing $1 million to $10 million in assets against
$1 million to $10 million in debts owed to more than 60 creditors,
including the Greeley bank being liquidated by the Federal Deposit
Insurance Corp.  Miles Moffeit at The Denver Post relates that
Cockroft Dairy is among the hundreds of agricultural companies
that depended on the failed New Frontier Bank for financing.

Cockroft Dairy Farm of Kersey is a Colorado dairy.


COMMUNITY AZTEC LIMOUSINE: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Community Aztec Limousine Service, Inc.
        5617 Fern Valley Rd
        Louisville, KY 40228

Bankruptcy Case No.: 09-35400

Chapter 11 Petition Date: October 20, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: G. Denise Brown, Esq.
                  327 Guthrie Street
                  Louisville, Ky 40202
                  Tel: (502) 587-0331
                  Fax: (502) 587-0333
                  Email: denisebrown@4realdirection.com


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

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

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

The petition was signed by Frederick L. Moore, president of the
Company.


COOPER-STANDARD: Committee Proposes Protocol for Access to Info
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cooper-Standard
Holdings Inc. seeks court approval to implement a set of protocols
governing the sharing of information to unsecured creditors of
Cooper-Standard Holdings Inc. and its affiliated debtors.

Edwards, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, says the protocols would allow the
Creditors Committee to provide unsecured creditors access to
information pursuant to Section 1102 of the Bankruptcy Code,
while protecting the Debtors' confidential, privileged and
proprietary information.

Under the proposed protocols, the Creditors Committee is not
authorized to share non-public information disclosed to the panel
by the Debtors.  The Creditors Committee is also not allowed to
disclose information it generated for the use of the panel as
well as communications among members of the Creditors Committee.

The proposed protocols also require the Creditors Committee to
create and maintain an Internet-accessed Web site where the
unsecured creditors can access the information, and to retain
Epiq Bankruptcy Solutions to maintain the web site.

A copy of the document detailing the Creditors Committee's
proposed protocols is available without charge at:

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

The Court will hold a hearing on October 27, 2009, to consider
approval of the Debtors' request.  Creditors and other concerned
parties have until October 20, 2009, to file their objections.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: Proposes Dec. 4 General Claims Bar Date
--------------------------------------------------------
Cooper-Standard Holdings Inc. and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to set:

  (1) December 4, 2009, as the deadline for filing proofs of
      claim by creditors holding pre-bankruptcy claims; and

  (2) February 1, 2010, as the deadline for government units to
      file their proofs of claim.

For claims that stem from the rejection of their executory
contracts and leases, the Debtors propose that the deadline for
filing their proofs of claim be the later of December 4, 2009, or
30 days after court approval of the rejection.

The Debtors also ask the Court to allow claimants affected by any
amendment to their schedules of assets and liabilities to file
their proofs of claim until the later of December 4, 2009, or 20
days after receiving a notice of the amendment.

Creditors holding claims not listed in the Debtor's schedules or
are listed as disputed, contingent and unliquidated, and those
holding claims arising under section 503(b)(9) of the Bankruptcy
Code, are required to file proofs of claim.  Any creditor that
holds a claim that is improperly classified in the schedules,
listed in an incorrect amount or against the wrong Debtor, and
that desires to have its claim allowed in a classification or
amount other than that identified in the schedules is also
required to file a proof of claim.

The Debtors propose that Deutsche Bank Trust Company Americas,
the administrative agent under the December 23, 2004 Credit
Guaranty Agreement, be authorized to file one master proof of
claim on behalf of all the lenders under the agreement.

Meanwhile, these creditors are not required to file proofs of
claim:

  (1) any entity that has properly filed a proof of claim;

  (2) any holder of a claim which is not listed as disputed,
      contingent and unliquidated in the schedules, and that
      agrees with the nature, classification and amount of its
      claim as identified in the Schedules;

  (3) any entity whose claim against a Debtor had been
      allowed by or paid pursuant to a court order;

  (4) any Debtor that holds a claim against another Debtor;

  (5) non-debtor subsidiaries of any Debtor;

  (6) any holder of a claim allowable under Sections 503(b) and
      507(a) of the Bankruptcy Code as an expense of
      administration, except for holders of "503(b)(9) claims";

  (7) any entity that holds a claim against the Debtors' non-
      debtor affiliates; and

  (8) any holder of a claim that is limited exclusively to the
      repayment of principal, interest or other fees and charges
      that stemmed from any bond, note or debenture issued by
      the Debtors under the indenture executed in connection
      with the 7% Senior Notes due 2012, or the indenture
      executed in connection with the 8 3/8% Senior Subordinated
      Notes due 2014; provided that this exclusion (i) does not
      apply to the indenture trustees, and (ii) any former or
      current holder of a note claim wishing to assert a claim.

Claimants may submit their proofs of claim in person or by
courier service, hand delivery or mail.  Proofs of claim
submitted by facsimile or e-mail will be deemed not properly
filed.

The Debtors propose that any entity holding an interest in any of
the Debtors, which is based exclusively on the ownership of
common or preferred stock in a corporation, a membership interest
in a limited liability partnership, or warrants and rights to
purchase, sell and subscribe to the security or interest need not
file a proof of interest on or before the General Bar Date.
Holders of interest that wish to assert claims stemming from the
ownership or purchase of an interest including claims arising out
of or relating to the sale, issuance or distribution of the
interest, must file their proofs of claim.

Any creditor that fails to timely file a claim will be barred
from asserting its claim, will not be permitted to vote for or
against the plan, and will not receive any distribution under the
Debtors' Chapter 11 plan.

The Debtors intend to mail a notice of the Bar Dates to all
creditors and have it published in the Wall Street Journal, USA
Today, Detroit Free Press and other local newspapers 20 days
before December 4, 2009.

The Court will hold a hearing on October 27, 2009, to consider
approval of the Debtors' request.  Creditors and other concerned
parties have until October 20, 2009, to file their objections.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COOPER-STANDARD: Warren H. Smith Appointed as Fee Auditor
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware appointed
Warren H. Smith & Associates P.C. as fee auditor effective
October 6, 2009.

Warren will serve as the Court's special consultant in reviewing
and analyzing the fees of and expenses incurred by professionals
retained in the Chapter 11 cases of Cooper-Standard Holdings Inc.
and its affiliated debtors.

Pursuant to the Court's order dated October 16, 2009, Warren is
tasked to review all quarterly interim fee and final fee
applications filed by the professionals.  The firm is also
authorized to review any filed documents in the Debtors' cases
and communicate with the professionals if it has any questions
about the quarterly interim fee applications by providing an
initial report.

Warren is required to provide an initial report to the
professionals within 30 days after the latter of (i) the due date
of a quarterly interim fee application or (ii) service upon
Warren of that application.   Any professional that has received
an initial report may respond to the questions, issues or
disputes raised in the report within 10 days after the date of
that report.

Warren's fees and expenses will be subject to application and
review, and will be paid from the Debtors' estates as an
administrative expense.  The total fees paid to Warren will be
charged at the ordinary hourly rate of the firm.

In connection with the appointment, these procedures were also
established for the review, allowance and payment of fees and
expenses of the applications:

  (1) Warren is required to file a final report on each
      quarterly interim fee application within the latter of 30
      days after it provides an initial report to the
      professionals or 20 days after receiving response to the
      initial report.

  (2) Warren is required to provide the final report to the
      professionals and other concerned parties.

  (3) Within 15 days after the date of the final report, the
      concerned applicant may file in Court a response to the
      report.  Hearings to consider requests for approval of all
      quarterly interim fee applications for a particular period
      will be scheduled by the Court in consultation with the
      Debtors' counsel, after Warren either has filed final
      reports or has expressly stated that the hearing can go
      forward even without all the final reports being filed.

  (4) Should the professional fail to meet the deadlines for
      the review of a quarterly interim fee application, and, in
      the sole discretion of Warren, the professional's failure
      to meet these deadlines does not allow sufficient time for
      the review process to be completed, the quarterly interim
      fee application will be heard at a subsequent hearing
      date.

  (5) Warren should be available for deposition and cross-
      examination by the Debtors, the Creditors Committee, the
      United States Trustee and other concerned parties.

The Court clarified that the October 16 order does not affect the
provisions of its prior order approving the procedures governing
interim compensation of professionals, except that the
professionals are required to also provide a copy of their
monthly fee and quarterly interim fee applications to Warren.

The October 16 order does not apply to fees earned by
professionals that represent a percentage of a specified
transaction, and to ordinary course professionals employed by the
Debtors, the Court also clarified.

                       About Cooper-Standard

Cooper-Standard Automotive Inc. -- http://www.cooperstandard.com/
-- headquartered in Novi, Michigan, is a leading global automotive
supplier specializing in the manufacture and marketing of systems
and components for the automotive industry.  Products include body
sealing systems, fluid handling systems and NVH control systems.
The Company is one of the leading suppliers of chassis products in
North America, with about 14% of market share.  The Company's main
custoemrs include Ford Motor Company, General Motors, Chrysler,
Audi, Volkswagen, BMW, Fiat and Honda, among other automakers.
Cooper-Standard Automotive employs approximately 16,000 people
globally with more than 70 facilities throughout the world.

Cooper-Standard is a privately held portfolio company of The
Cypress Group and Goldman Sachs Capital Partners Funds.

Cooper-Standard Holdings Inc., together with affiliates, filed for
Chapter 11 on August 4, 2009 (Bankr. D. Del. Case No. 09-12743).
Attorneys at Fried, Frank, Harris, Shriver & Jacobson LLP and
Richards, Layton & Finger, P.A., will serve as bankruptcy counsel
to the Debtors.  Lazard Freres & Co. is serving as investment
banker while Alvarez & Marsal is financial advisor.  Kurtzman
Carson Consultants LLC is notice, claims and solicitation agent.
In its bankruptcy petition, the Company said that assets on a
consolidated basis total $1,733,017,000 while debts total
$1,785,039,000 as of March 31, 2009.

The Company's Canadian subsidiary, Cooper-Standard Automotive
Canada Limited, also sought relief under the Companies' Creditors
Arrangement Act in the Ontario Superior Court of Justice in
Toronto, Ontario, Canada.

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


COYOTES HOCKEY: NHL Awaits Guidance From Court on Revision of Bid
-----------------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that U.S.
Bankruptcy Court Judge Redfield Baum is waiting the National
Hockey League's revised $148 million bid for Phoenix Coyotes, but
the league is waiting on guidance from Judge Baum on how exactly
to revise its bid.

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

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

The Bankruptcy Court is scheduled to convene a hearing on October
26 to consider a revised offer by the NHL.

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.


DAEWOO LOGISTICS: Wins Chapter 15 Relief in United States
---------------------------------------------------------
Daewoo Logistics Corp was given permanent protection from
creditors' actions in the U.S. when the U.S. Bankruptcy Judge
Burton Lifland concluded that the insolvency process in South
Korea is the "foreign main proceeding."

According to Tiffany Kary at Bloomberg News, a preliminary
injunction granted Sept. 24 had given the Company a temporary
legal shield until the Company made its final request October 22,
showing that a reorganization in Seoul court is a "main
proceeding."

Under Chapter 15 of the U.S. Bankruptcy Code, companies win stays
against legal proceedings and can organize U.S. creditors in
support of a main proceeding in another country.

Established in June 1999, Daewoo Logistics Corp.  --
http://www.dwlogistics.co.kr/-- is a mid-sized South Korean
shipping and logistics company.  The company was spun off from the
bankrupt Daewoo conglomerate and bought by former Daewoo
executives in 1999.

On July 3, 2009, Daewoo Logistics filed for court receivership
before the Seoul District Court after struggling to pay back
maturing debts.  The filing came after the Company's rescue talks
with steelmaker Posco fell through.

Daewoo Logistics filed a Chapter 15 petition on September 15
(Bankr. S.D.N.Y. Case No. 09-15558).  It listed as much as US$500
million in debt and assets.  Jeremy O. Harwood, Esq., at Blank
Rome, LLP, represents Daewoo in the Chapter 15 case.


DANIEL RAY MOXLEY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Daniel Ray Moxley
               Deborah Oland Moxley
               5475 Raven Rock Park Road
               Sabillasville, MD 21780

Bankruptcy Case No.: 09-30134

Chapter 11 Petition Date: October 20, 2009

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

Judge: Wendelin I. Lipp

Debtors' Counsel: Stephen K. Carper, Esq.
                  Clapp and Carper LLC.
                  One West Church Street, 2nd Floor
                  Frederick, MD 21701
                  Tel: (301) 694-9700
                  Fax: (301) 694-5057
                  Email: stephen.carper@verizon.net

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

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

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

           http://bankrupt.com/misc/mdb09-30134.pdf

The petition was signed by the Joint Debtors.


DDJ DISPOSAL #1: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: DDJ Disposal #1, LLC
        1390 70 Rd
        Scandia, KS 66966

Bankruptcy Case No.: 09-46604

Chapter 11 Petition Date: October 20, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: St. Clair Newbern III, Esq.
                  Law Offices of St.Clair Newbern III, P.C
                  1701 River Run, Suite 1000
                  Fort Worth, TX 76107
                  Tel: (817) 870-2647
                  Email: filing@newbernlawoffice.com

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

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

According to the schedules, the Company has assets of $1,800,840,
and total debts of $1,453,442.

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

            http://bankrupt.com/misc/txnb09-46604.pdf

The petition was signed by Delton Robison, president of the
Company.


DOCTORS COMMUNITY: Arent Settles With Builders Over Defense Fees
----------------------------------------------------------------
Law360 reports that Arent Fox LLP has reached a settlement with
Gietz Master Builders ACC and Superior Home Services Inc. in a
breach of contract suit over more than $76,000 in unpaid legal
expenses stemming from the firm's defense efforts in a fraudulent
conveyance action initiated in the bankruptcy case of Doctors
Community Healthcare Corp.

Doctors Community Healthcare Corporation was a privately held,
investor-owned healthcare management company with hospitals across
the United States.

Doctors Community and five subsidiaries on November 20, 2002,
filed for Chapter 11 bankruptcy protection (Bankr. D.C. Case No.
02-2249).  The Company stated that the bankruptcy filing was
due to the bankruptcy of National Century Financial Enterprises
and affiliates, which resulted in NCFE halting payments to
health care providers, including Doctors Community.


DOMARK INT'L: Posts $275,830 Net Loss in Quarter Ended Aug. 31
--------------------------------------------------------------
DoMark International, Inc., reported a net loss of $257,830 on
revenue of $987,525 for the fiscal first quarter ended August 31,
2009, compared with a net loss of $959,368 on revenue of $452,336
in the comparable period last year.

At August 31, 2009, the Company's consolidated balance sheet
showed $1,723,603 in total assets, $1,020,394 in total
liabilities, and $703,209 in total stockholders' equity.

A full-text copy of the Company's consolidated financial
statements as of and for the three months ended August 31, 2009,
is available for free at http://researcharchives.com/t/s?4739

For the year ended May 31, 2009, the Company reported a net loss
of $13,416,046 on revenue of $6,617,175, compared with a net loss
of $1,419,170 on revenue of $15,750 for the year ended May 31,
2008.

At May 31, 2009, the Company's consolidated balance sheet showed
$5,887,668 in total assets, $1,411,629 in total liabilities, and
$4,476,039 in total stockholders' equity.

A full-text copy of the Company's consolidated financial
statements as of and for the year ended May 31, 2009, is available
for free at http://researcharchives.com/t/s?473a

                     Going Concern Doubt

Larry O'Donnell, CPA, P.C., expressed substantial doubt about
DoMark International, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements as of and for the years ended May 31, 2009 and 2008.
The auditor reported that the Company has operating and liquidity
concerns, and has incurred an accumulated deficit of approximately
$13,416,046 through the period ended May 31, 2009.

                 About Domark International

Based in Lake Mary, Florida, DoMark International, Inc., was
incorporated under the laws of the State of Nevada on March 30,
2006.  The Company was formed to engage in the acquisition and
refinishing of aged furniture using exotic materials and then
reselling it through interior decorators, high-end consignment
shops and online sales.  The Company abandoned its original
business of exotic furniture sales in May of 2008 and pursued the
acquisition of entities to best bring value to the company and its
shareholders.


EASTMAN KODAK: Closes Tender Offer; 98% of Notes Validly Tendered
-----------------------------------------------------------------
Eastman Kodak Company said Tuesday that the tender offer to
purchase for cash up to $575 million aggregate principal amount of
its outstanding 3.375% Convertible Senior Notes due 2033 expired
at 5:00 p.m. New York City time on October 19, 2009.

The aggregate principal amount of 2033 Notes validly tendered and
not withdrawn, was roughly $563.5 million, which represented
roughly 98% of the outstanding aggregate principal amount of the
2033 Notes.  Kodak has accepted for purchase all of the Tendered
Notes.  Payment of the Tendered Notes will be made promptly.
Holders of the Tendered Notes will receive $1,000 for each $1,000
principal amount for each note plus any accrued and unpaid
interest up to but not including the date of purchase.

Pursuant to the indenture for the 2033 Notes, holders of 2033
Notes can require Kodak to purchase the notes on October 15, 2010,
and at certain dates thereafter, subject to terms and conditions
contained in the indenture.  In addition, Kodak has the right to
call the outstanding 2033 Notes on or after October 15, 2010.
Kodak had placed $575 million in a restricted account solely for
the purpose of purchasing the 2033 Notes. The remaining balance in
this account after purchasing Tendered Notes, and available for
the settlement of the remaining outstanding 2033 Notes, will be
roughly $11.5 million.

Pursuant to the terms of the Offer, Notes not tendered, or
tendered and validly withdrawn, in the Offer will remain
outstanding, and the terms and conditions governing the Notes,
including the covenants and other provisions contained in the
indenture governing the Notes, will remain unchanged.

Kodak funded the purchase of the 2033 Notes with the proceeds of
its completed sale of senior secured notes and a private placement
of its convertible notes.

As reported by the Troubled Company Reporter, Eastman Kodak in
September 2009 completed its issuance to Kohlberg Kravis Roberts &
Co. L.P.-managed investment vehicles of $300 million in aggregate
principal amount of 10.50% Senior Secured Notes due 2017 and
warrants to purchase 40 million shares of Kodak common stock.

The KKR transaction, along with a separate private placement
transaction of $400 million aggregate principal amount of
Convertible Senior Notes due 2017, which closed on September 23,
was part of an overall $700 million financing transaction designed
to reinforce Kodak's strategic direction and strengthen the
company's financial position.

Under the terms of the agreement, and subject to certain
exceptions, the KKR group is required to hold the warrants and
shares issuable upon exercise of the warrants for a minimum of two
years.  So long as the KKR group holds warrants to purchase at
least 50% of the number of shares of Kodak common stock issuable
upon exercise of warrants purchased in the transaction (or at
least 50% of the shares issued upon exercise thereof), KKR will
have the right to nominate up to two members of Kodak's Board of
Directors.  If that warrant amount falls below 50%, but is at
least 25%, KKR will have the right to nominate one member of
Kodak's Board of Directors.  If that warrant amount falls below
25%, the KKR group will no longer have the right to nominate any
directors.

The net proceeds of the KKR transaction, along with the net
proceeds of the separate convertible senior note offering, are
being used in part by Kodak to repurchase the company's existing
3.375% Convertible Senior Notes due 2033, a move that will bolster
the company's balance sheet and free up capital for core
investments.  Excess proceeds will be used for general corporate
purposes.

                        About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Company --
http://www.kodak.com/-- provides imaging technology products and
services to the photographic and graphic communications markets.

Kodak'S balance sheet at June 30, 2009, showed total assets of
$7,106,000,000 and total liabilities of $7,215,000,000, resulting
in shareholders' deficit attributable to Kodak of $112,000,000.

The Troubled Company Reporter on September 22, 2009, said Fitch
Ratings affirmed Kodak's Issuer Default Rating at 'B-'; Senior
secured revolving credit facility at 'BB-/RR1'; and Senior
unsecured debt at 'B-/RR4'.

On Sept. 18, 2009, Standard & Poor's Ratings Services revised its
recovery rating on Eastman Kodak's senior unsecured debt to '6',
indicating S&P's expectation of negligible (0% to 10%) recovery in
the event of a payment default, from '5'.  S&P lowered the issue-
level rating to 'CCC' (two notches lower than the 'B-' corporate
credit rating on the company) from 'CCC+', in accordance with
S&P's notching criteria for a '6' recovery rating.


EDDIE BAUER: Google Seeks Bilked Funds From Eddie Bauer Sale
------------------------------------------------------------
Law360 reports that Google Affiliate Network Inc. has requested
that the cure order in the sale of Eddie Bauer Holdings Inc. be
amended to compensate the Google Inc. subsidiary for its affiliate
services provided to the retailer under a performance marketing
agreement.

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

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

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

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

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

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


EDSCHA NORTH AMERICA: Halting Production
----------------------------------------
Edscha North America Inc. is halting production as are affiliates
in Canada and Mexico, Bill Rochelle at Bloomberg News reported.
The cessation of production stems from the insolvency filing in
February by the German parent Edscha AG.

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

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

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

Edscha North America Inc., has filed for Chapter 11 reorganization
(Bankr. N.D. Ill. Case No. 09-39055), eight months after its
German parent filed for insolvency.  The company listed assets of
$6.44 million and liabilities of $672.4 million in its voluntary
Chapter 11 petition.


EDUCATION MANAGEMENT: Moody's Affirms 'B1' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
of Education Management LLC and changed the outlook to positive.
The rating action follows the company's recent Initial Public
Offering and application of the proceeds to retire about
$316 million of its 10.25% subordinated notes.  Moody's also
affirmed the company's SGL-1 speculative grade liquidity rating.
The company had previously been upgraded to B1 from B2 in July
2009, following continued reduction in financial leverage and
ongoing strength in demand for higher education.

"The IPO and the application of the proceeds to retire debt
solidify Education Management's positioning within the B1 rating
category," said Moody's analyst Costas Chrysostomou.  "The
positive outlook anticipates that continued strong operating
performance, accompanied by further reductions in financial
leverage could result in an upgrade."

The ratings are supported by stronger credit metrics, the recent
strength in enrollment trends, the predictability in revenues
associated with multi-year degree programs, and expectations of
very good liquidity.  The change in outlook also reflects Moody's
expectation that credit metrics are improving as the company
benefits from an environment where higher unemployment increases
the need for retraining and educational certifications/degrees for
high school graduates.

Despite the reduction in leverage and interest expense through the
recent retirement of the bulk of the company's subordinated notes,
the rating remains constrained by leverage in line with the B1
rating category and relatively low free cash flow generation net
of significant growth-oriented capital expenditures.  The rating
also reflects funding pressures in the private student loan market
and the fact that a very large portion of the company's revenues
and enrollments are predicated on students' ability to borrow.
Moody's also expects bad debt expense to continue to increase as
the company began to invest in loans to select students starting
in August 2008.  Although the government has stepped in to support
and enhance Title IV funding programs for student loans, details
of how direct lending would operate in practice would provide
further confirmation of the positive fundamentals for US for-
profit higher education.

Moody's affirmed these ratings:

* Corporate Family Rating of B1;

* Probability of Default Rating of B1;

* $443 million senior secured revolver due 2012, rated B1 (LGD3,
  43%);

* $1,127 million (originally $1,185 million) senior secured term
  loan C due 2013, rated B1 (LGD3, 43%);

* $375 million 8.75% senior unsecured notes due 2014, rated B2
  (LGD 5, 75%);

* $69 million (originally $385 million) 10.25% senior subordinated
  notes due 2016, rated B3 (LGD 6, 96%); and

* Speculative grade liquidity rating of SGL-1.

The outlook for the ratings was changed to positive from stable.

The last rating action on Education Management was taken on
July 24, 2009, when the corporate family rating was upgraded to B1
from B2.

Education Management LLC, based in Pittsburgh, Pennsylvania, is
one of the largest providers of private post-secondary education
in North America, based on student enrollment and revenue.
Education Management had revenues of approximately $2.0 billion
for its fiscal year 2009.


EMISPHERE TECHNOLOGIES: Restates Reports to Reflect MHR Warrants
----------------------------------------------------------------
Management of Emisphere Technologies, Inc., on October 15, 2009,
after consulting with the Audit Committee of the Board of
Directors, concluded that the Company's previously issued
financial statements included in its quarterly reports on Form
10-Q for the quarterly periods ended March 31, 2009 and June 30,
2009 should no longer be relied upon due to errors in the
application of accounting guidance regarding the determination of
whether a financial instrument is indexed to its own stock.

As the result of this misapplication, the financial statements did
not reflect the fair value of 600,000 warrants as a derivative
liability and the bifurcation of the conversion feature embedded
in the Company's 11% senior secured convertible notes in favor of
MHR Institutional Partners IIA due September 26, 2012, as a
derivative liability, and therefore, should not be continued to be
relied upon.  The Company's Audit Committee has discussed the
matters with its independent registered public accounting firm.

For the three months ended March 31, 2009, the Company understated
the change in the fair value of the warrant liability by $58
thousand and understated net loss by $324 thousand, or $0.01 per
basic and diluted share, which understatement included the effects
of the accretion of debt discount associated with the embedded
derivative associated with the MHR Convertible Note in the amount
of $382 thousand. For the three months ended June 30, 2009, the
Company understated the change in the fair value of the warrant
liability by $71 thousand and understated net loss by $483
thousand, or $0.02 per basic and diluted share, which
understatement included the effects of the accretion of debt
discount associated with the embedded derivative associated with
the MHR Convertible Note in the amount of $412 thousand.  For the
six months ended June 30, 2009, the Company understated the change
in the fair value of the warrant liability by $13 thousand and
understated net loss by $807 thousand, or $0.03 per basic and
diluted share, which understatement included the effects of the
accretion of debt discount associated with the embedded derivative
associated with the MHR Convertible Note in the amount of $794
thousand.

This reclassification and related charges to earnings have no
impact on the Company's cash position, its cash flows or its
future cash requirements.

On October 21, the Company filed with the Securities and Exchange
Commission:

     -- a Form 10-Q/A to amend the Company's unaudited financial
        statements for the three and six months ended June 30,
        2009.

        See http://ResearchArchives.com/t/s?4749

     -- a Form 10-Q/A to amend the Company's unaudited financial
        statements for the quarter ended March 31, 2009.

        See http://ResearchArchives.com/t/s?474a

As reported by the Troubled Company Reporter on August 18, the
Company anticipates that it will continue to generate significant
losses from operations for the foreseeable future, and that its
business will require substantial additional investment that it
has not yet secured.  The Company anticipates that its existing
cash resources will enable it to continue operations only through
approximately August 2009.

The TCR said August 24 that Emisphere completed a sale of
5,714,286 shares of its common stock and warrants to purchase up
to 2,685,714 additional shares of common stock in a registered
direct offering with two institutional investors -- BAM
Opportunity Fund LP and MOG Capital, LLC -- resulting in gross
proceeds of $4 million.

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on delivery of therapeutic
molecules or nutritional supplements using its Eligen(R)
Technology.

On March 16, 2009, PricewaterhouseCoopers LLP in New York City
expressed substantial doubt about its ability to continue as a
going concern after auditing the Company's financial results for
the fiscal years ended Dec. 31, 2008, and 2007.  The auditor
noted that the Company experienced recurring operating losses, has
limited capital resources and has significant future commitments.


EMISPHERE TECHNOLOGIES: Mulls Options on $1.03MM Goldberg Judgment
------------------------------------------------------------------
The former Chief Executive Officer of Emisphere Technologies,
Inc., Dr. Michael Goldberg, brought an arbitration asserting that
his termination was without cause following a change-in-control.
During the arbitration, Dr. Goldberg sought a total damage amount
of at least $9,223,646 plus interest.

On September 13, 2009, the arbitrator issued an interim award in
favor of Dr. Goldberg for a total amount of $1,030,891, plus
interest, which includes his claims for severance and certain
other items, but denied his claims relating to a change-in-control
benefit, options, bonuses and certain other claims.  The
arbitrator has not yet determined the amount, if any, of Dr.
Goldberg's attorney's fees that he is entitled to receive from the
Company.

The Company is evaluating its options with respect to the interim
awards.  If the awards are upheld and confirmed in court, the
Company will be required to pay the final amount due to Dr.
Goldberg.

As reported by the Troubled Company Reporter on August 18, the
Company anticipates that it will continue to generate significant
losses from operations for the foreseeable future, and that its
business will require substantial additional investment that it
has not yet secured.  The Company anticipates that its existing
cash resources will enable it to continue operations only through
approximately August 2009.

The TCR said August 24 that Emisphere completed a sale of
5,714,286 shares of its common stock and warrants to purchase up
to 2,685,714 additional shares of common stock in a registered
direct offering with two institutional investors -- BAM
Opportunity Fund LP and MOG Capital, LLC -- resulting in gross
proceeds of $4 million.

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on delivery of therapeutic
molecules or nutritional supplements using its Eligen(R)
Technology.

On March 16, 2009, PricewaterhouseCoopers LLP in New York City
expressed substantial doubt about its ability to continue as a
going concern after auditing the Company's financial results for
the fiscal years ended Dec. 31, 2008, and 2007.  The auditor
noted that the Company experienced recurring operating losses, has
limited capital resources and has significant future commitments.


EPIX PHARMACEUTICALS: Joseph Finn Assignee for Creditor's Benefit
-----------------------------------------------------------------
The previously disclosed auction of assets of EPIX
Pharmaceuticals, Inc., was conducted on October 21, 2009.  As of
today, claims filed against the estate far exceed the assets
available for distribution to creditors.  The Assignee will
continue to liquidate assets and review the claims filed against
the estate, but at this juncture, it does not appear that
creditors will be paid in full or that there will be any assets
available for distribution to shareholders of EPIX
Pharmaceuticals.

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

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

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

                   About EPIX Pharmaceuticals

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

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


FAIRPOINT COMMUNICATIONS: May Ask for Union Concessions
-------------------------------------------------------
Mike Spillane of the International Brotherhood of Electrical
workers union said that a meeting will be held with FairPoint
Communications in Boston to discuss a possible bankruptcy filing,
WCSH6 reports.  Mr. Spillane, according to WCSH5, said that he
expects Fairpoint to ask for union concessions during that
meeting, according to WCSH6.

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

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


FATBURGER RESTAURANTS: Closing Eight Restaurants
------------------------------------------------
Barbara Farfan at About.com reports that Fatburger Restaurants has
recently announced the closing of eight restaurants that were
collectively losing $1 million.

Sherman Oaks, California-based Fatburger Restaurants of California
Inc. and Fatburger Restaurants of Nevada Inc. filed for Chapter 11
bankruptcy protection on April 7, 2009 (Bankr. C.D. Calif. 09-
13964 and 09-13965).  Portland, Oregon-based Fog Cutter didn't
file for bankruptcy.


FONTAINEBLEAU LV: Has Lenders' Consent to $583,000 Cash Collateral
------------------------------------------------------------------
Fontainebleau Las Vegas Holdings LLC has obtained its prepetition
lenders' nod to use cash collateral totaling $583,000 for the week
ending October 25, 2009, Bill Rochelle at Bloomberg News reported.
The Debtor has been obtaining consent for cash collateral use one
week at a time.  The budget for the week ended Oct. 9 was only
$133,000.

According to the report, the larger cash requirement this week
results from the need to pay local taxes, in addition to the usual
payroll and costs of keeping the property secure and safe.
Fontainebleau says it's also incurring expenses resulting from
ongoing talks with Penn National Gaming Inc., a prospective buyer
who said it hopes to make the first bid at auction.

                  About Fontainebleau Las Vegas

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

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

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

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


FORD MOTOR: Plans to Make SUV in Kentucky to Export to Europe
-------------------------------------------------------------
Ford Motor Co. is moving production of a small sport-utility
vehicle from Europe to the U.S. to take advantage of lower labor
costs and the weaker dollar, Jeff Green and Keith Naughton at
Bloomberg reported, citing three people familiar with the plan.

According to the unidentified people, Ford in October 2011 will
shift the Kuga model to Louisville, Kentucky, from a factory in
Saarlouis, Germany.  As many as 80,000 a year will be exported to
Europe, one of the people said.  The dollar has fallen 18 percent
against the euro this year, lowering the cost of U.S.-made goods.

"This makes sense because western Europe is not a particularly
cheap place to make cars," said Barclays Capital auto analyst
Brian Johnson, who estimates Ford's labor costs in the U.S. could
be $10 an hour lower than in Germany.  Mr. Johnson, based in
Chicago, rates Ford "equal weight."  "Building a car with European
specifications on a U.S. assembly line also shows the benefits of
having common vehicle platforms."

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.


FRASER PAPERS: CCAA Stay Extended Through December 4
----------------------------------------------------
Fraser Papers Inc. said the Ontario Superior Court of Justice has
granted a further extension of the initial Order under which
Fraser Papers, together with its subsidiaries, was granted
creditor protection under the Companies' Creditors Arrangement Act
(Canada).  This extension is through December 4, 2009, and was
supported by PricewaterhouseCoopers Inc., the Court appointed
Monitor of the Company's CCAA process.

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S.
Bankruptcy Code.  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.  With
adequate financing to support continuing operations, Fraser says
it is developing a restructuring plan to present to its creditors
-- hopefully by Oct. 16, 2009 -- with the objective of emerging
with a sustainable and profitable specialty papers business.


FRED LEIGHTON: Merrill Cries Foul Over Professional Fees
--------------------------------------------------------
According to Law360, secured lender Merrill Lynch Mortgage Capital
Inc. has protested fees requested by law firms Herrick Feinstein
LLP and Phillips Nizer LLP in the bankruptcy of Fred Leighton
Holding Inc., contending that the firms have accomplished little
over the course of the proceedings apart from allowing an ex-owner
to plunder the estate.

Fred Leighton Holding, Inc. -- http://www.fredleighton.com/-- is
a New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.  It specializes in vintage jewelry from the 18th and 20th
centuries, including antique cushion-cut diamonds and antique and
estate brooches.  It also produces Fred Leighton signature
collection that combines past aura and the present materials and
craftmanship.

Fred Leighton and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code on April 15, 2008
(Bankr. S.D.N.Y., Case No. 08-11363).  Joshua Joseph Angel, Esq.,
and Frederick E. Schmidt, Esq., at Herrick, Feinstein LLP, in New
York, represent the Debtors.  The Official Committee of Unsecured
Creditors has retained Michael Z. Brownstein, Esq., and Rocco A.
Cavaliere, Esq., at Blank Rome LLP, as counsel.  Fred Leighton
listed total assets of $128,551,467 and total liabilities of
$134,814,367 in its schedules.


GALLERIA USA: Todd Neilson Appointed as Chapter 11 Trustee
----------------------------------------------------------
Peter Anderson, the United State Trustee for Region 16, appointed
R. Todd Neilson as Chapter 11 trustee for Galleria USA Inc.

Mr. Neilson assured the U.S. Bankruptcy Court for the Southern
District of California that he does have an interest materially
adverse to the interest of the Debtor's etstate.

Galleria (USA) manufactures home accents.  It filed for bankruptcy
in Santa Ana, California (Case No. 09-20651), following the filing
of affiliate Galleria (Hong Kong) Ltd.

Galleria (Hong Kong) Ltd. sought bankruptcy Sept. 29 (Bankr. C.D.
Calif. Case No. 09-20414).  Matthew A Lesnick, Esq., represents
the Debtor in its restructuring effort.  The petition says that
assets and debts are $100,000,001 to $500,000,000.

Bank of America filed a winding up petition against a company of
the same name and with the same address in Hong Kong in July,
Tiffany Kary at Bloomberg notes.


GATEWAY ETHANOL: Has Until Nov. 29 to File Plan of Reorganization
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas extended
Gateway Ethanol, L.L.C.'s exclusive periods to file a plan of
reorganization and solicit acceptances of the plan until Nov. 29,
2009, and Jan. 28, 2010, respectively.

Debtor related that the extension of the exclusive periods will
provide additional time to resolve pending objections to the asset
sale, close the sale, and develop a plan, if necessary.  The
Debtor added that since its sale of assets to its primary secured
lender, Dougherty Funding LLC, has not yet closed, it would be
premature to consider developing a plan that would serve the best
interests of Debtor, the estate, or creditors.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks., Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GATEWAY ETHANOL: DIP Facility Now Requires Asset Sale by Oct. 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas approved the
fifth amendment to the stipulated final order granting Gateway
Ethanol, L.L.C., authority to obtain secured postpetition
financing from Dougherty Funding LLC.

The amendments include a decrease in the maximum principal amount
from $7,894,000 to $7,844,000, and postponement to Oct. 31, 2009,
of the deadline to close the asset sale.

As reported by the Troubled Company Reporter on Nov 19, 2008,
pursuant to the DIP Loan terms, the financing terminates if
certain milestones are not achieved, including the completion of a
sale at a specified date.

Pratt, Kansas-based Gateway Ethanol, LLC, operates an ethanol
plant that has a capacity of 55 million gallons a year, according
to Orion Ethanol's Web site.  The Company filed for bankruptcy
protection on October 5, 2008 (Bankr. D. Ks., Case No. 08-22579).
Laurence M. Frazen, Esq., Megan J. Redmond, Esq., and Tammee E.
McVey, Esq., at Bryan Cave, LLP, represent the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed total
assets of $94,545,022, and total debts of $93,353,654.


GMAC INC: Pay Czar Cuts Compensation at Bailed-Out Firms
--------------------------------------------------------
Daniel Fitzpatrick at The Wall Street Journal reports that Kenneth
Feinberg, the Treasury Department's special master for
compensation, has decided to cut compensation at GMAC Financial
Services.  The Journal relates that GMAC initially proposed that
it compensate top executives with a split of 20% cash and 80%
stock, but people familiar with the matter said that Mr. Feinberg
pushed cash levels down so the cash-stock percentage mix now
stands at about 15-85.  According to The Journal, sources said
that overall compensation for GMAC's top 25 would decline by 50%
as a result of Mr. Feinberg's final ruling, and the top 25
executives at GMAC, with the exception of a few executives, will
make no more than $500,000 in base salary.

                        About GMAC Inc.

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

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

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

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

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

                         *     *     *

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

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

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


GRANDVIEW WATER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Grandview Water Disposal Services LP
        1390 70 Rd
        Scandia, KS 66966

Bankruptcy Case No.: 09-46603

Chapter 11 Petition Date: October 20, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: St. Clair Newbern III, Esq.
                  Law Offices of St.Clair Newbern III, P.C
                  1701 River Run, Suite 1000
                  Fort Worth, TX 76107
                  Tel: (817) 870-2647
                  Email: filing@newbernlawoffice.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 $7,679,870,
and total debts of $3,428,818.

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/txnb09-46603.pdf

The petition was signed by Delton Robison, general partner of the
Company.


GREEKTOWN HOLDINGS: Luna/Plainfield Files Motion to Withdraw Plan
-----------------------------------------------------------------
Luna Greektown and Plainfield Asset Management filed a motion with
the U.S. Bankruptcy Court to dismiss/withdraw the Chapter 11 plan
they previously proposed for Greektown Holdings.

BankruptcyData relates that the motion states, "The Luna Plan
Proponents have determined that, under the circumstances of this
case, the Luna Plan Proponents should not pursue confirmation of
the Luna Plan at this time.  Accordingly, the Luna Plan Proponents
request that the Luna Plan be withdrawn without prejudice in order
to limit the cost and expense of all parties going forward in the
confirmation process. Finally, the Luna Plan Proponents reserve
the right to re-file the Luna Plan or a modified plan in the event
that this Court does not confirm the Debtors' plan."

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

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

More details about the competing plans are available at:

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

                      About Greektown Casino

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

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

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


HOLLY CORP: Moody's Assigns 'B1' Rating on $100 Mil. Notes
----------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD 5, 70%) rating to
Holly Corporation's proposed $100 million senior unsecured note
add-on offering.  Moody's also affirmed its Ba3 Corporate Family
Rating, Ba3 Probability of Default Rating, and existing B1 (LGD 5,
70%) senior unsecured note rating in response to Holly's announced
pending acquisition of Sinclair Oil Corporation's (unrated) 75,000
barrel per day Tulsa refinery.  The Speculative Grade Liquidity
Rating of SGL-2 remains unchanged.  The outlook was moved up to
positive from stable.

Holly is also in negotiations to exercise the accordion feature in
its bank revolver to upsize the existing $300 million commitment
to provide larger working capital back-up funding after the
acquisition.

Note proceeds will repay bank debt incurred to pay approximately
$128.5 million ($54.5 million cash portion; $74 million Holly
equity) for the refinery and approximately $45 million for oil and
refined product inventories based on market prices at the time.
Borrowings for inventory will be refunded by accounts payable
build up over the course of the post-acquisition full working
capital cycle.  Sinclair also entered a 50,000 barrel per day
gasoline and diesel offtake agreement to supply its retail
marketing system.

Holly is not buying Sinclair's large inventory of upgrading
equipment that had been purchased for its aborted project to
convert the refinery into a unit that could run nearly 100% heavy
Canadian bitumen crude.

In spite of a negative refining sector outlook, the ratings and
positive outlook are supported by Holly's low pro-forma leverage,
historically conservative financial policies, adequate expected
cash flow during the sector's downturn relative to its low
leverage, Holly's reduced capital spending needs, and its greater
refining scale and diversification.  Holly will run three
refineries, two of which are of larger scale, one of which
operates in a strongly protected refined product market (Salt Lake
City), and one of which operates in a fairly protected market
(Navajo).  Sinclair's Tulsa refinery and Holly's existing Tulsa
plant will be run as one unit, increasing total nameplate capacity
by almost 20% to 256,000 bpd.  The combined Tulsa units
substantially boost the proportion of higher value product and
substantially reduce its need for higher cost light sweet crude
oil.

The ratings also reflect seasoned conservative management with a
strong operating and fiscal record and expected continued use of
suitable equity funding for acquisitions.  Holly is one of the
lowest leveraged s independent refiners.  While Holly has
performed relatively well during this industry down-cycle due to
its niche market positions in the Southwest and the Rockies.

However, the ratings are restrained by Holly's still modest size,
the still substantial inherent risk concentrations of a three
refinery portfolio, its limited track record with its existing
Tulsa unit and no operating history with the Sinclair unit, and
the inherent project completion, cost, and performance risks
associated with reconfiguring the two units to run optimally as
one.  The Sinclair unit was unprofitable during 2008 on a surge in
cost of sales relative to product prices.

In addition, during a potentially weak winter of 2009-10 refining
market and potentially still tepid 2010 refining market, Holly
will be funding almost $200 million in expansion capital spending.
It believes capital spending will be closer to $100 million for
2011.  Lastly, factoring in the leverage of Holly's sponsored
master limited partnership Holly Energy Partners (Ba3 CFR),
consolidated leverage is significantly higher.

Nevertheless, Moody's believe Holly's asset portfolio,
conservative financial policy and expected firmer (though not
robust) refining markets by 2011warrant the reasonable forward
view that a higher rating will be achieved.  Moody's would not
expect the business to get higher than a Ba2 CFR at the current
scale and diversification.

The Sinclair unit is only two miles from Holly's 85,000 bpd Tulsa
refinery (acquired this year from Sunoco) which faced roughly
$280 million in project spending for gas oil upgrading, de-
sulfurization, and benzene removal.  The existing Tulsa unit
generates over 10,000 bpd of low value gas oil.  Holly believes
the Sinclair unit replaces, at a much lower cost, the need to
build gas oil upgrading, and most of the de-sulfurization,
capacity at Tulsa.  The cash portion of the acquisition, roughly
$50 million of new integration, infrastructure, and hydrotreating
expansion costs, and $15 million of new benzene removal capacity
are substantially less than the existing $280 million Tulsa
upgrade plan.

The integration of the Sinclair refinery with the existing Tulsa
unit gives Holly increased desulphurization capacity and adds a
sufficiently large fluid catalytic cracker to upgrade all of
Holly's existing Tulsa gas oil stream.  After infrastructure
additions and the use of third-party pipelines, the Sinclair units
will take and upgrade the low value gas oil stream into high value
diesel and gasoline fuels and de-sulfurize a larger proportion of
Holly's existing total Tulsa product stream.  Holly believes the
optimal configuration that results in the most economic use of
each refinery's distillation, conversion, hydrotreating and other
capacities will be achieved by running a total of 125,000 bpd of
crude oil.

The SGL-2 liquidity rating reflects somewhat under $100 million of
cash balances, an undrawn revolver, but a potentially very weak
refining market at a time of significant expansion capital
funding.  Holly will also receive $40 million in cash from the
sale of oil storage and pipeline terminals assets to a third
party.  Moody's also anticipate periodic midstream asset sales
from Holly to HEP.

The last rating action on Holly was on June 2, 2009 when Moody's
assigned a first time Ba3 CFR and a B1 rating to Holly's proposed
senior unsecured note offering.

Moody's also rates Holly Energy Partners, L.P., a master limited
partnership with a Ba3 CFR, B1 senior unsecured note rating, and
stable outlook.  Sponsored and operated by Holly, HEP owns an
integrated system of refined petroleum product pipelines and
distribution terminals formerly owned by Holly, located primarily
in West Texas, New Mexico, Utah, and Arizona.  Holly indirectly
holds 41% of HEP's' equity (39% of HEP's limited partnership units
and HEP's 2% general partner interest).  HEP's outlook is not
changed due to its higher leverage and Moody's view that, given
its function as an acquirer of completed Holly midstream projects,
and the underlying need MLP's have for high levels of fixed coupon
capital, HEP will remain more leveraged than Holly.

Holly Corporation is headquartered in Dallas, Texas.


HOLLY CORP: S&P Affirms Corporate Credit Rating at 'BB'
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and senior unsecured ratings on Holly Corp. The outlook
remains stable.

The rating actions follow Holly Corp.'s announcement that it will
acquire Sinclair Oil Corp.'s 75,000 barrel per day refinery in
Tulsa, Okla., for roughly $129 million, plus costs to acquire
related inventory at the close of the transaction.  Additionally,
Holly has proposed a $100 million add-on to its existing
$200 million senior unsecured notes due 2017, which S&P rate 'BB',
with a '3' recovery rating, indicating expectations of meaningful
(50%-70%) recovery in the event of a payment default.

"We expect the transaction to be funded so that Holly maintains
above-average financial measures for its rating, such as debt
leverage below 3x at current weak margins," said Standard & Poor's
credit analyst Paul B. Harvey.

The Sinclair acquisition will benefit Holly by allowing it to
avoid about $125 million of near-term capital spending for
regulatory requirements at the recently acquired Sunoco plant,
through the integration of the Sinclair & Sunoco refineries via
existing and/or new pipelines.  The refineries are located two
miles apart, and S&P estimates them to have a combined operating
capacity of about 125,000 barrels per day (bpd) when fully
integrated.  Additionally, the acquisition of the Sinclair
refinery adds further asset diversification to Holly's growing
asset base, providing a greater cushion to unanticipated downtime
at its refineries.

Nevertheless, the benefits to credit quality are tempered by still
elevated capital spending, both regulatory and growth, over the
next 12 to 18 months during a period of weak and uncertain
margins.  Included is the approximately $100 million of spending
during 2010 related to Holly's 75% interest in the UNEV Pipeline.
At a time of weak industrywide margins, such spending levels make
Holly's liquidity more susceptible to lower-than-expected margins,
cost overruns, or extended outages in its refineries.

The ratings on Dallas-based Holly Corp. reflect the challenges it
faces as a small, independent oil refiner with limited cash flow
diversification among three refineries.  High near-term spending
to meet environmental regulations, benzene and ULSD, as well as
construction of the Salt Lake City to Las Vegas pipeline, tempers
otherwise above-average near-term financial measures for its
rating.

The stable outlook reflects expectations that Holly will maintain
adequate liquidity and solid financial measures, including debt
leverage below 3x.  S&P could lower the ratings if Holly
experiences significant cost overruns on the UNEV Pipeline, or if
debt leverage exceeds 3x without a near-term remedy.
Additionally, if liquidity falls below $150 million, S&P could
lower the ratings.  Given Holly's heavy spending and uncertain
industrywide margins, S&P does not expect a ratings upgrade in the
near term.


IGOURMET.COM: Sales Drop, Failure to Secure Credit Cause Ch 11
--------------------------------------------------------------
igourmet.com has filed for Chapter 11 bankruptcy protection.
igourmet.com founder Spencer Chesman said that sales slowed to
$10.4 million last year, down from $10.9 million in 2007, The
Times Leader relates.  Times Leader quoted Mr. Chesman as saying,
"We embarked on a very aggressive growth strategy at just the
wrong time," and when the economy turned sour and orders dropped,
"we couldn't cut costs fast enough."  Times Leader, citing Mr.
Chesman, states that igourmet.com was also unable to access the
credit it needed to operate.  According to Times Leader, Mr.
Chesman said that igourmet.com has cut its workforce to 15 from 47
in early 2008, but the Company continues to operate normally and
expects to emerge from Chapter 11 in a few months.

igourmet.com is an Internet specialty foods retailer that started
its business in 1997 and moved to West Pittston in 2004.


INFOLOGIX INC: Forbearance Pact Extended to November 12
-------------------------------------------------------
Effective as of October 15, 2009, InfoLogix, Inc. and its
subsidiaries and Hercules Technology Growth Capital, Inc. entered
into a fifth amendment to the Forbearance Agreement dated July 31,
2009, as amended August 14, 2009, August 20, 2009, September 23,
2009 and September 30, 2009, under which the Lender has agreed to
forbear from exercising its rights and remedies with respect to
certain events of default under the Loan and Security Agreement
between the Company and the Lender dated May 1, 2008, as amended.

The Lender agreed under the fifth amendment to reduce the amount
of unrestricted cash that the Company is required to maintain from
$1,500,000 to $750,000.  Pursuant to the Loan Agreement, the
Company was required to maintain unrestricted cash of not less
than $1,500,000.  During the period from July 31, 2009 through
October 9, 2009, the Company did not maintain the required amount
of unrestricted cash, and as a result, an event of default
occurred under the Loan Agreement.  Under the fifth amendment to
the Forbearance Agreement, the Lender also agreed to forbear from
exercising its rights and remedies under the Loan Agreement as a
result of this event of default for the period and subject to the
terms and conditions specified in the Forbearance Agreement.

The fifth amendment to the Forbearance Agreement extends the
forbearance period until the earlier of (i) November 12, 2009 and
(ii) the occurrence of a termination event under the Forbearance
Agreement, which includes, among other things, the occurrence of
another event of default under the Loan Agreement, subject to
specified exceptions.

                       About InfoLogix, Inc.

InfoLogix Inc. (NASDAQ: IFLG) -- http://www.infologix.com/--
provides enterprise mobility solutions for the healthcare and
commercial industries.  InfoLogix uses the industry's most
advanced technologies to increase the efficiency, accuracy, and
transparency of complex business and clinical processes.  With 19
issued patents, InfoLogix provides mobile managed solutions, on-
demand software applications, mobile infrastructure products, and
strategic consulting services to over 2,000 clients in North
America including Kraft Foods, Merck and Company, General
Electric, Kaiser Permanente, MultiCare Health System and Stanford
School of Medicine.

The Company has $45.06 million in assets against debts of $46.35
million as of June 30, 2009.


IPCS INC: Signs Deal to be Merged with Sprint Nextel Unit
---------------------------------------------------------
iPCS, Inc., and Ireland Acquisition Corporation, with its parent,
Sprint Nextel Corporation, on October 18, 2009, entered into an
Agreement and Plan of Merger pursuant to which, among other
things, Ireland Acquisition will commence a tender offer to
acquire all of iPCS's outstanding shares of common stock, par
value $0.01 per share, at a price of $24.00 per share in cash,
subject to required withholding taxes and without interest.  The
Merger Agreement also provides that following the consummation of
the Offer, the Purchaser will be merged with and into the Company
with the Company surviving the merger as a wholly owned subsidiary
of Parent.  At the effective time of the Merger, all remaining
outstanding Shares not tendered in the Offer, will be converted
into a cash amount of $24.00 per share on the terms and conditions
set forth in the Merger Agreement.

Sprint Nextel's unit will acquire iPCS for $831 million, including
$405 million of iPCS' net debt.

The Merger Agreement provides that IAC will commence, and Sprint
Nextel will cause IAC to commence, the Offer no later than
October 28, 2009.  Upon the consummation of the Offer, each Share
accepted by IAC in accordance with the terms of the Offer will be
exchanged for the right to receive the Offer Price.  The
Purchaser's obligation to accept for payment and pay for all
Shares validly tendered pursuant to the Offer is subject to (i)
the condition that the number of Shares validly tendered and not
withdrawn represents at least a majority of the total number of
Shares outstanding on a fully diluted basis and (ii) the
satisfaction or waiver of other customary closing conditions as
set forth in the Merger Agreement, including the receipt of
necessary regulatory approvals (including the expiration or
termination of the Hart-Scott-Rodino waiting period).  The initial
expiration date of the Offer will be 20 business days following
the commencement of the Offer. If all of the conditions to the
consummation of the Offer are not satisfied or waived upon the
scheduled expiration date of the Offer, the Purchaser may, and, if
requested by the Company, the Purchaser will, extend the Offer;
however the Purchaser will not be obligated to extend the Offer
beyond January 31, 2010, unless, as of such date, all of the
conditions to the consummation of the Offer are satisfied or
waived other than any condition relating to the receipt of certain
regulatory approvals, in which case, the Outside Date will be
March 15, 2010.

iPCS has granted IAC an irrevocable option, which IAC, subject to
certain conditions, may exercise up to five business days after
the consummation of the Offer, to purchase such number of newly
issued Shares at the Offer Price such that, when added to the
Shares already owned by Sprint Nextel and IAC and their affiliates
at the time of such exercise, constitutes one Share more than 90%
of the total number of Shares outstanding on a fully diluted
basis.  If IAC acquires more than 90% of the outstanding Shares,
in the Offer or through exercise of the Top-Up Option, it will
complete the Merger through the "short form" procedures available
under Delaware law, which would not require the Company to hold a
meeting of its stockholders to vote on the adoption of the Merger
Agreement.

Upon the consummation of the Offer, (i) each outstanding stock
option under the Company's equity incentive plans, whether vested
or unvested, will be canceled, and in exchange each holder thereof
will receive at the effective time of the Merger an amount in cash
equal to the excess (if any) of the Offer Price over the exercise
price per Share, multiplied by the number of Shares subject to
such stock option and (ii) each share of restricted stock under
the Company's equity incentive plans that is outstanding shall
become fully vested.

In addition, effective upon the consummation of the Offer, the
Purchaser will be entitled to designate a number of directors,
rounded up to the next whole number, on the Company's board of
directors equal to the product of (i) the total number of
directors on the Company's board of directors and (ii) the
percentage that the number of Shares beneficially owned by Parent
or the Purchaser bears to the number of Shares then outstanding;
however, Parent, the Purchaser and the Company shall use their
reasonable best efforts to ensure that after the consummation of
the Offer, at least two independent directors currently serving on
the Company's board of directors shall continue to be on the
Company's board of directors until the effective time of the
Merger.

The Merger Agreement contains customary representations and
warranties by the Company, the Purchaser and Parent. The Merger
Agreement also contains customary covenants and agreements,
including with respect to the operation of the business of the
Company and its subsidiaries between the signing of the Merger
Agreement and the closing of the Merger, restrictions on the
solicitation of alternative acquisition proposals by the Company,
governmental filings and approvals, and other matters. The Company
is permitted to enter into discussions with a third party that
makes an unsolicited proposal with respect to an alternative
transaction so long as certain terms and conditions are met,
including that the Company's board of directors makes a
determination that such proposal is reasonably likely to lead to a
proposal for a transaction that is more favorable to the Company's
stockholders than the Offer and the Merger.

The Merger Agreement provides certain termination rights for the
Company, the Purchaser and Parent, including in the event that the
Offer shall not be consummated by the Outside Date. In connection
with the termination of the Merger Agreement under specified
circumstances, the Company will be required to pay Parent a
termination fee equal to $12,500,000.

As inducement Sprint Nextel to enter into the Merger Agreement,
certain officers, directors and principal stockholders of the
Company have agreed to tender their shares of the Company in
connection with the Offer and to vote in favor of the Merger
pursuant to a Stockholders Agreement, dated October 18, 2009,
entered into with Parent.  In addition, such Tendering
Stockholders have agreed, subject to certain exceptions, to
refrain from disposing of their shares of the Company and
soliciting alternative acquisition proposals to the Offer and the
Merger.

In connection with the Merger Agreement, Parent, WirelessCo L.P.,
Sprint Spectrum L.P., SprintCom, Inc., Sprint Communications
Company, L.P., Nextel Communications, Inc., PhillieCo L.P. and APC
PCS LLC also entered into a Settlement Agreement and Mutual
Release, dated October 18, 2009.  Under the terms of the
Settlement Agreement, the Sprint Parties and the iPCS Parties have
agreed to stay all pending litigation between them, subject to
certain conditions, and not to sue each other during the pendency
of the transactions contemplated by the Merger Agreement, subject
to certain exceptions.  The stays of litigation and covenants not
to sue will terminate if the Merger Agreement is terminated or if
the Offer is not closed within the time period allowed by the
Merger Agreement and the party seeking to terminate the Merger
Agreement is unable to do so due to a court order or injunction
that prevents termination.  In addition, under the terms of the
Settlement Agreement, effective upon the closing of the Merger,
the Sprint Parties and the iPCS Parties will release each other
from all claims, except those arising under or relating to a
breach of the Merger Agreement or the Settlement Agreement, and
will jointly file all such documents that are necessary to effect
the dismissal with prejudice of all court orders and pending
lawsuits between the Sprint Parties and the iPCS Parties.

                           About iPCS Inc.

iPCS Inc. is a holding company that operates as a PCS Affiliate of
Parent through three wholly owned subsidiaries, iPCS Wireless,
Inc., Horizon Personal Communications, Inc. and Bright Personal
Communications Services, LLC, each having its own affiliation
agreements with Parent. Pursuant to these affiliation agreements
with Parent, the Company offers digital wireless personal
communications services using Parent's spectrum under the Sprint
brand name on a wireless network built and operated to Parent's
specifications at the Company's expense.  The Company owns and is
responsible for operating, managing and maintaining its wireless
network.

iPCS has assets totaling $553,866,000 against debts aggregating
$588,308,000 as of June 30, 2009.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.

                  About Sprint Nextel Corporation

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

Following the October 2009 announcement to acquire iPCS, Moody's
Investors Service affirmed Sprint Nextel Corp.'s Ba1
corporate family rating and negative outlook and placed iPCS,
Inc.'s ratings under review for possible upgrade in connection
with Sprint's announced plans to acquire iPCS for approximately
$831 million, including assumption of $405 million net debt.

Standard & Poor's Ratings Services said that its rating on
Overland Park, Kansas-based wireless carrier SprintNextel Corp.
(BB/Negative/--) is not affected by the company's definitive
agreement to acquire iPCS Inc.


IPCS INC: Shuman Probes Board for Breach of Fiduciary Duty
----------------------------------------------------------
The Shuman Law Firm announced that an investigation of the Board
of Directors of iPCS, Inc. (Nasdaq:IPCS) has been commenced by
multiple law firms.

The investigations indicate possible breaches of fiduciary in
connection with iPCS's attempt to sell the Company to Sprint-
Nextel Corp. Under the terms of the agreement, iPCS shareholders
will receive $24 in cash for each share of iPCS common stock they
own.

The investigation concerns "whether the consideration to be paid
to shareholders is grossly unfair, inadequate, and substantially
below the fair or inherent value of the Company and whether the
directors and special committee members may have breached their
fiduciary duties by not acting in the shareholders' best interests
in connection with the sale process."

The Shuman Law Firm represents investors throughout the nation,
concentrating its practice in securities class actions and
shareholder derivative actions.

                           About iPCS Inc.

iPCS Inc. is a holding company that operates as a PCS Affiliate of
Parent through three wholly owned subsidiaries, iPCS Wireless,
Inc., Horizon Personal Communications, Inc. and Bright Personal
Communications Services, LLC, each having its own affiliation
agreements with Parent. Pursuant to these affiliation agreements
with Parent, the Company offers digital wireless personal
communications services using Parent's spectrum under the Sprint
brand name on a wireless network built and operated to Parent's
specifications at the Company's expense.  The Company owns and is
responsible for operating, managing and maintaining its wireless
network.

iPCS has assets totaling $553,866,000 against debts aggregating
$588,308,000 as of June 30, 2009.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.

                  About Sprint Nextel Corporation

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

Following the October 2009 announcement to acquire iPCS, Moody's
Investors Service affirmed Sprint Nextel Corp.'s Ba1
corporate family rating and negative outlook and placed iPCS,
Inc.'s ratings under review for possible upgrade in connection
with Sprint's announced plans to acquire iPCS for approximately
$831 million, including assumption of $405 million net debt.

Standard & Poor's Ratings Services said that its rating on
Overland Park, Kansas-based wireless carrier SprintNextel Corp.
(BB/Negative/--) is not affected by the company's definitive
agreement to acquire iPCS Inc.


IRVINE SENSORS: Issues 5-Year Warrant to Investment Banker
----------------------------------------------------------
Irvine Sensors Corporation reports that on October 14, 2009, it
issued a five-year warrant to purchase 350,000 shares of common
stock at an exercise price of $0.44 per share to an accredited
investor, a financial advisory and investment banking firm that
the Company engaged to assist it to raise additional capital and
to provide financial advisory services.

The Company also issued 300,000 shares of common stock to an
accredited institutional investor upon such investor's conversion
on September 28, 2009 of $120,000 of the stated value of the
Series A-1 10% Cumulative Convertible Preferred Stock of the
Company.

As a result of the issuance on October 14, 2009, the Company has
issued more than 5% of its outstanding shares of common stock in
unregistered transactions in the aggregate.

The Warrant may be exercised in cash or pursuant to a net exercise
provision if the Company does not register the shares of common
stock issuable upon exercise of the Warrant on or prior to April
14, 2010.  The exercise price of the Warrant is subject to
adjustment for stock splits, stock dividends, recapitalizations
and the like.  The Warrant also is subject to a blocker that would
prevent the holder's common stock ownership at any given time from
exceeding 4.99% of the Company's outstanding common stock (which
percentage may increase but never above 9.99%).

The sales have been determined to be exempt from registration
under the Securities Act of 1933 in reliance on Section 4(2) of
the Securities Act and Rule 506 of Regulation D promulgated
thereunder, as transactions by an issuer not involving a public
offering, in which the investors are accredited and have acquired
the securities for investment purposes only and not with a view to
or for sale in connection with any distribution thereof.

                       About Irvine Sensors

Headquartered in Costa Mesa, California, Irvine Sensors
Corporation (NASDAQ: IRSN) -- http://www.irvine-sensors.com/-- is
a vision systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating such products and research and development
related to high density electronics, miniaturized sensors, optical
interconnection technology, high speed network security, image
processing and low-power analog and mixed-signal integrated
circuits for diverse systems applications.

As of June 28, 2009, Irvine Sensors had total assets of $6,627,800
and total liabilities of $11,999,000, resulting to stockholders'
deficit of $5,371,200.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

                           *     *     *

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


JABIL CIRCUIT: Moody's Affirms Corporate Family Rating at 'Ba1'
---------------------------------------------------------------
Moody's Investors Service affirmed Jabil Circuit, Inc.'s Ba1
corporate family, probability of default and senior unsecured
notes ratings, SGL-1 liquidity rating and changed the outlook to
stable from negative.

The outlook revision to stable reflects Jabil's recent improvement
in operating performance, enhanced year-over-year cash flow
generation and share gains as a result of good execution on
customer penetration, cost reductions and working capital
management, as well as an improved demand environment, which
Moody's expect to continue.  Operating margin (Moody's adjusted)
increased sequentially to 1.8% from a trough of 0.5% in the May
quarter due to cost savings from restructuring initiatives and
ramp of higher margin mandates with new and existing customers.
During the recent downturn and early recovery phase, Jabil
benefited from OEM supply chain consolidation as some customers
transitioned several programs from financially weaker EMS players
to Jabil.  Additionally, the company has demonstrated strong
performance relative to its rated EMS peer group due to offsetting
strength from new mandates in consumer electronics (fueled by
rapid adoption of mobile smart phones) and industrial/
instrumentation/medical segments, which helped to mute weakness in
Jabil's traditional EMS segments.

The stable rating outlook also anticipates that operating margin
and cash flow expansion will be aided by Jabil's planned
divestiture of its automotive business in Western Europe.
Moreover, the outlook reflects Moody's expectation that Jabil will
continue to trim reported debt levels and the credit profile will
benefit from the continued ramp of vertical, higher margin
programs, completion of the restructuring plan and solid free cash
flow generation.

The Ba1 corporate family rating is supported by Jabil's status as
a preferred Tier 1 EMS provider, with expanding core competencies
and increasing customer penetration across a broad mix of complex
products.  The rating also reflects a strong liquidity position
(rated SGL-1) bolstered by $876 million in cash (as of August
2009), full access to its $800 million revolver and improved
working capital management.  The rating is constrained by the
company's weak historical FCF compared to its EMS peers, past
volatility in operating performance, low ROA and temporary spikes
in Moody's adjusted leverage due to Jabil's use of A/R
securitizations to boost cash flow.  In addition, the Ba1 rating
reflects Jabil's smaller scale relative to larger and diversified
EMS players, limited demand visibility, significant customer
concentration and the high fixed costs associated with its
vertical operations.  It also considers Moody's expectation of
some near-term margin pressure in Jabil's computing/storage,
networking and telecom segments as global demand recovers slowly
and remains weak relative to historical levels.  Finally, the Ba1
rating captures the company's increasing exposure to the consumer
segment and heightened competition from Asian outsourcers, as well
as Moody's concern that Jabil may pursue debt-funded acquisitions
that would allow it to increase scale and compete more effectively
with larger vertically-integrated EMS rivals.

These ratings were affirmed:

* Corporate Family Rating - Ba1

* Probability of Default Rating - Ba1

* $5.1 Million (originally $300 Million) Senior Unsecured Notes
  due July 2010 -- Ba1 (LGD-4, 51%)

* $312 Million Senior Unsecured Notes due July 2016 - Ba1 (LGD-4,
  51%)

* $400 Million Senior Unsecured Global Notes due March 2018 - Ba1
  (LGD-4, 51%)

* Speculative Grade Liquidity Rating - SGL-1

The last rating action was on July 28, 2009, when Moody's affirmed
Jabil's Ba1 CFR and negative outlook, and assigned a Ba1 rating to
the new senior notes due 2016.

Headquartered in St. Petersburg, Florida, Jabil Circuit, Inc., is
an electronic product solutions company providing comprehensive
electronics design, manufacturing and product management services
to global electronics and technology companies in the networking,
telecommunications, computing and storage, peripherals, consumer
products, automotive and instrumentation and medical industries.
Revenues for the fiscal year ended August 31, 2009, were
$11.7 billion.


JOSE LEON: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Jose E. Leon
           dba The Jose E. Leon Revocable Trust
           dba The Jose E. Leon Declaration of Trust
           dba Jose E. Leon, Trustee of the Jose E. Leon
        11605 Meridian Market View, Suite 124 #307
        Falcon, CO 80831

Bankruptcy Case No.: 09-32205

Chapter 11 Petition Date: October 20, 2009

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

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

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

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


LAKE AT LAS VEGAS: DIP Facility Extended to December 31
-------------------------------------------------------
The Hon. Linda B. Riegle of U.S. Bankruptcy Court for the District
of Nevada granted Lake at Las Vegas Joint Venture, LLC, et al.,
authorization to enter into a seventh amendment to their DIP
Credit Agreement with Credit Suisse, Cayman Islands Branch, as
administrative agent and collateral agent for the lenders.

Pursuant to the amendments, the maturity and milestone dates under
the Primary DIP Facility with Credit Suisse, Cayman Islands Branch
will be extended from Aug. 7, 2009, to Dec. 31, 2009.

The purpose of the amendment to the Primary DIP Facility is to
provide a sufficient opportunity for the Debtors to obtain
approval of the disclosure statement, solicit acceptances to their
plan of reorganization, obtain confirmation of their plan of
reorganization, and effectuate their plan of reorganization.

Transcontental Corp. and Transcontinental Properties, Inc.'s
limited objection to the motion were overruled.

Full-text copies of the amendments to the DIP Documents is
available for free at:

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

Headquartered in Henderson, Nevada, Lake at Las Vegas Joint
Venture, LLC and 14 of its debtor-affiliates --
http://www.lakelasvegas.com/-- are owners and developers of
3,592-acre residential and resort destination Lake Las Vegas
Resort in Las Vegas, Nevada.  Centered around a 320-acre man-made
lake, Lake Las Vegas contains more than 9,000 residential units,
and also includes two luxury resort hotels (a Loews and a Ritz-
Carlton), a casino, a specialty retail village shopping area,
marinas, three signature golf courses and related clubhouses, and
other real property.

The Debtors filed separate petitions for Chapter 11 relief on
July 17, 2008 (Bankr. D. Nev. Lead Case No. 08-17814).  When Lake
at Las Vegas Joint Venture, LLC filed for protection from its
creditors, it listed assets of $100 million to $500 million, and
debts of $500 million to $1.0 billion.  Courtney E. Pozmantier,
Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern
LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney,
Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E.
Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent
the Debtors as counsel.  Kaaran E. Thomas, Esq., and Ryan J.
Works, Esq., at McDonald Carano Wilson LLP, represent the official
committee of unsecured creditors as counsel.


LAS VEGAS SANDS: Seeks Funding to Revive Macau Casino Expansion
---------------------------------------------------------------
Las Vegas Sands Corp. is seeking as much as $2 billion to restart
mothballed projects in Macau, Beth Jinks at Bloomberg reported,
citing Chief Operating Officer Michael Leven.

Las Vegas Sands aims to get commitments for project financing from
lenders by the end of the month to resume work on lots 5 and 6 of
its 21,000-room hotel and casino complex on Macau's Cotai Strip,
Mr. Leven said in an interview with Bloomberg in New York.

Las Vegas Sands, according to the report, is willing to contribute
additional equity in the project, on top of the $1.6 billion it
has already spent on the four hotels, Mr. Leven said, declining to
give an amount. He estimated the total cost at about $3.6 billion
and said it could be finished by June 2011.

Sheldon Adelson, the Company's chief executive officer, stopped
construction on the two-thirds-built structures last year as
credit markets froze, revenue growth slowed and the risk of loan
defaults swelled.

According to Bloomberg, separate from the construction financing,
Las Vegas Sands plans to sell a stake in its Macau business in an
initial public offering on the Hong Kong Stock Exchange.  Wynn
Macau Ltd., controlled by billionaire Steve Wynn, raised about
$1.6 billion selling a stake in its Macau unit this month in Hong
Kong.

In September, Las Vegas Sands said it has closed and funded its
previously announced $600 million pre-IPO financing transaction.
The Company said it has the flexibility to utilize the net
proceeds from the issuance of the bonds for general corporate
purposes.

                       About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.
The casino company is controlled by billionaire Sheldon Adelson.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


LEHMAN BROTHERS: Ex-Bankers Assert $100 Mil. Claims in Lost Pay
---------------------------------------------------------------
Nine Europe-based former bankers of Lehman Brothers Holdings,
Inc., filed claims totaling more than $100 million in lost
deferred compensation.  The claims were filed in LBHI's Chapter
11 cases, according to Wall Street Journal.

The former bankers and their claims, covering up to five years
prior to Lehman Brothers' collapse, are:

   * Riccardo Banchetti - $26.04 million
   * Georges Assi - $18.6 million
   * Christian Meissner - $17.3 million
   * Giancarlo Saronne - $12.88 million
   * Adrian Mee - $11.2 million
   * Harsh Shah - $10.95 million
   * Makram Azar -  $5.45 million
   * Fabrizio Cesario - $3 million
   * Calvert 'Gunner' Burkhart - $1 million

                       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: Goldman Sachs, CBI Buy Claims
----------------------------------------------
The Office of the Clerk of the Bankruptcy Court received more
than 30 notices of transfer of claims in Lehman Brothers Holdings
Inc.'s Chapter 11 cases from September 28 to October 13, 2009:

                                            Claim      Claim
Transferors             Transferees         Number     Amount
-----------             -----------         ------   ----------
Sunrise Partners        C.V.I G.V.F. (Lux)  21369    $16,226,337
Limited Partnership     Master S.a.r.l.

TPG-Axon Partners       Goldman Sachs       17602     $7,552,687
(Offshore), Ltd.        Lending Partners

                                            17603     $7,552,687

                                            29889    $46,360,344

                                            17599    $45,745,423

TPG-Axon Partners LP    Goldman Sachs       17604       $821,074
                       Lending Partners

                                            17600    $23,820,228

                                            30099    $24,120,008

                                            17601       $821,074

                                            21484       $821,074

Credit Bias Hub Fund    Goldman Sachs       23518     $4,487,124
Limited                 Lending Partners

                                            23517     $4,487,124

Select Credit Hub       Goldman Sachs       16745     $4,757,960
Fund Ltd.               Lending Partners

                                            16744     $4,757,960

Enhanced Credit Bias    Goldman Sachs       23519     $2,823,186
Hub Fund Ltd.

                                            23520     $2,823,186

Finance Ltd.            Goldman Sachs       23516    $31,421,626
                       Lending Partners

                                            23559    $31,421,626

Global Ltd.             Goldman Sachs       16743     $3,233,883
                       Lending Partners

                                            16742     $3,233,883

Relative Value Credit   Goldman Sachs       16739    $21,085,641
Strategies Hub Fund     Lending Partners

                                            16738    $21,085,641

Relative Value/Macro    Goldman Sachs       16741     $6,190,577
Hub Fund Ltd.           Lending Partners

                                            16740     $6,190,577

Chesapeake Energy Corp. Deutsche Bank AG    18966   $251,148,160
                       London Branch

                                            18969   $251,148,160

Southern Community      SPCP Group L.L.C.   22746       $325,000
Financial Corporation

                                            22367       $325,000

Southern Community      SPCP Group L.L.C.   25562       $875,000
Bank and Trust

                                            22282       $875,000

Aristeia International  Aristeia Master LP 100007     $2,586,113
Limited

                                            10008     $2,586,113

National Power Corp.    Power Sector Assets  9835     $3,461,590
                       & Liabilities
                       Management Corp.

Quinlan Private         C.V.I G.V.F. (Lux)  12558    $21,569,535
European Strategic      Master S.a.r.l.
Property Fund

Deutsche Pfandbriefbank C.V.I G.V.F. (Lux)  17543     $8,976,875
                       Master S.a.r.l.

                                             8721    $47,153,961

DEPFA BANK plc          C.V.I G.V.F. (Lux)   6943   $141,857,903
                       Master S.a.r.l.

JMG Triton Offshore     C.V.I G.V.F. (Lux)   9785     $5,225,952
Fund Limited            Master S.a.r.l.

                                             9788     $5,225,952

JMG Capital Partners    C.V.I G.V.F. (Lux)   9787     $3,984,952
                       Master S.a.r.l.

                                             9786     $3,984,952

Asian SBC Hedge Fund    Hain Capital Group   8669            N/A

Asian Special Finance   Hain Capital Group   8666     $1,298,689
Hedge Fund

Asian Multi Finance     Hain Capital Group   8667       $543,446
Hedge Fund

Asian CRC Hedge Fund    Hain Capital Group   8670     $1,007,064


Access Asia Investment  Hain Capital Group   8671       $935,221
Holdings (BVI) Ltd.

Axis-ACM Inc.           Hain Capital Group   8668       $210,261

Global Credit Hedge     Hain Capital Group   8665       $370,166
Fund

                       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: HKMA Updates on Minibond Cases
-----------------------------------------------
The Hong Kong Monetary Authority (HKMA) announced that there are
currently 520 Lehman- Brothers-related non-minibond cases under
disciplinary consideration.  These are cases which have gone
through detailed investigation by the HKMA.

Since 17 October 2008 the HKMA has referred a total of 334
Lehman-Brothers-related non-minibond cases to the Securities and
Futures Commission (SFC) for further action.  These cases have
been reviewed by the HKMA, which has determined that there are
sufficient grounds for referring them to the SFC to facilitate
its investigations into banks.

The HKMA has, up to 30 September 2009, received 21,712 complaints
concerning Lehman-Brothers-related products, of which 7,779 relate
to non-minibond products.  Of the Lehman-Brothers- related non-
minibond complaints, 7,689 cases have gone through the preliminary
assessment process and, as a result, the HKMA is currently
investigating 3,051 cases and seeking further information on 2,340
cases.  A total of 1,778 Lehman-Brothers- related non-minibond
complaints have been closed as there was no sufficient prima facie
evidence found after the preliminary assessment process or no
sufficient grounds and evidence found after detailed
investigations.  Of the minibond complaints, 13,009 cases are
eligible for the Lehman-Brothers Minibonds Repurchase Scheme or
the voluntary offer made by the distributing banks to customers
with whom they had reached settlements before the Scheme was
introduced.  Eight hundred and seventy-two minibond complaints
involving customers who are not eligible for,
or have indicated that they do not accept, the repurchase offer
under the Scheme or whose cases require clarification from the
banks will continue to be handled by the HKMA if the complaints
cannot be resolved by the enhanced complaint handling system
introduced by the distributing banks as agreed by the regulators.

Since 7 August 2009, 16 minibond distributing banks have begun the
issue of repurchase offer letters to eligible customers (about
25,000 customers) under the Scheme.  Up to 30 September 2009,
23,130 customers have responded to the repurchase offers, of whom
22,909 customers or 99.0% have accepted the offers.  About 80% of
these customers have already received payment from the banks
concerned while the remaining payments will be settled soon (in
any case no later than 30 days after having received the duly
completed acceptance forms from these customers).

"The repurchase offer is open for 60 days from the date of the
offer letter.  Depending on the date of individual offer letters,
the offer period will start to expire from 6 October 2009.
Nevertheless, eligible customers should consider carefully
the terms of the offer and his or her personal circumstances
before deciding whether to accept the offer from the distributing
banks," added the HKMA spokesperson.

                       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: MAS Welcomes Deal on Minibond Notes
----------------------------------------------------
The Monetary Authority of Singapore (MAS) welcomes the
announcement by the three partners of PricewaterhouseCoopers LLP
appointed as receivers for the Minibond notes, and HSBC
Institutional Trust Services (Singapore) Limited, the trustee for
the notes, that they have reached a settlement agreement with
Lehman Brothers Special Financing Inc., the swap counterparty for
the notes.  This is an important development which resolves the
legal complexities that had prevented the earlier unwinding of the
notes and gives noteholders greater certainty that they will be
able to receive the remaining value of their notes.

The obligations of the trustee and the receivers in this situation
are to act in the interest of noteholders.  The trustee and
receivers have kept MAS informed during the settlement
negotiations.  MAS understands that they have considered the
matter thoroughly and are both satisfied that the settlement and
liquidation of the underlying collateral are in the best interest
of noteholders.

The settlement with LBSF does not affect any claims investors are
making against the financial institutions from which they bought
the notes.  Investors who accepted partial settlement offers as
part of the dispute resolution process by the FI or the Financial
Industry Disputes Resolution Centre would have retained a portion
of the notes, and will get to keep the residual value arising from
those notes.  Investors who accepted full settlement offers would
have received 100% of their principal investment amount.  These
investors will not receive any residual value as they would have
transferred the notes to the FI.

                       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)


LINENS 'N THINGS: Noteholders Clash with Gardere Over Budget
------------------------------------------------------------
Law360 reports that in a festering fee dispute between Linens 'N
Things' noteholders and the debtor's special counsel Gardere Wynne
Sewell LLP, the noteholders have opposed the firm's continuing
demands for document production in connection with attempts to
tighten the debtor's wind-down budget and restrict payments to the
firm.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- was the second largest specialty retailer
of home textiles, housewares and home accessories in North
America. As of Sept. 30, 2008, Linens 'n Things operated 411
stores in 47 states and seven provinces across the United States
and Canada.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed Chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors'
restructuring management services provider is Conway Del Genio
Gries & Co., LLC.  The Debtors' CRO and Interim CEO is Michael F.
Gries, co-founder of Conways Del Genio Gries & Co., LLC.  The
Debtors' claims agent is Kurtzman Carson Consultants, LLC.  The
Debtors' consultants are Asset Disposition Advisors, LLC, and
Protivit, Inc.  The Debtors' investment bankers are Financo, Inc.,
and Genuity Capital Markets.


LYONDELL CHEMICAL: Air Products Amends 503(b)(9) Claims
-------------------------------------------------------
In an amended request, Air Products and Chemicals, Inc., and
Air Products LLC relate that 20 days before the Petition Date, it
delivered products, including gaseous and liquid hydrogen,
nitrogen and oxygen to certain Debtors in these amounts:

       Debtor                                 Amount
       ------                                 ------
    Houston Refining L.P                  $5,332,190
    Lyondell Chemical Company                501,538
    Equistar Chemicals, L.P.                 318,580
    Millennium Specialty Chemicals, Inc.     108,910
    Equistar Chemicals, L.P.                  68,260
    Millennium Chemicals Inc.                 49,069
    Basell USA Inc.                           18,169
    Houston Refining L.P.                      3,463

Air Products says that the products delivered to the Debtors
within the 20 days before the Petition Date were sold in the
ordinary course of business pursuant to Section 503(b)(9) of the
Bankruptcy Code.  Air Products add that the Products
provided to the Debtors were goods within the meaning of the
Uniform Commercial Code Article 2.

Accordingly, Air Products ask the Court to allow their
administrative expenses aggregating $6,400,224 against the
Debtors pursuant to Section 503(b)(9).

                       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)


M.J. MILLER INC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: M.J. Miller, Inc.
        PO Box 772503
        Steamboat Springs, CO 80477

Bankruptcy Case No.: 09-32194

Chapter 11 Petition Date: October 20, 2009

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

Judge: Elizabeth E. Brown

Debtor's Counsel: David M. Miller, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: dmm@kutnerlaw.com

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

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

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

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


MELODY HOWARTH: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Melody Howarth
        4455 Commonwealth Ave
        La Canada, CA 91011

Bankruptcy Case No.: 09-38778

Chapter 11 Petition Date: October 20, 2009

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

Judge: Thomas B. Donovan

Debtor's Counsel: Richard Gibson, Esq.
                  21800 Oxnard, St #310
                  Woodland Hills, CA 91367
                  Tel: (818) 716-7950

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

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

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

             http://bankrupt.com/misc/cacb09-38778.pdf

The petition was signed by Ms. Howarth.


MERIDIAN RESOURCE: Fortis Forbearance Extended to November 15
-------------------------------------------------------------
The Meridian Resource Corporation and certain of its subsidiaries
on October 20, 2009, entered into a Third Amendment to Forbearance
and Amendment Agreement, which extends to November 15 the date by
which the Fortis Forbearance Agreement will terminate if, by that
date, Meridian has not entered into a Transaction Agreement.

Meridian entered into the First Amendment to Forbearance and
Amendment Agreement, dated September 30, 2009, and the Second
Amendment to Forbearance and Amendment Agreement, dated October 2,
2009, each of which amend the Forbearance and Amendment Agreement
with Fortis Capital Corp., as administrative agent, and the other
lenders and agents party to the Company's Amended and Restated
Credit Agreement, dated as of December 23, 2004, as amended.

The First Forbearance Amendment extended from September 30 to
October 2, 2009, and the Second Forbearance Amendment further
extended to October 7, the date by which the Fortis Forbearance
Agreement will terminate if, by such date, Meridian has not
entered into a Transaction Agreement.  Subsequently, Meridian's
Lenders agreed to extend the date of termination to October 14,
and on that date agreed to further extend such date of termination
to October 16.  Subsequently, the Lenders agreed to further extend
the date of termination to October 20.

Under the Third Forbearance Amendment, Meridian will also be
required to pay to the Lenders on November 15 an amendment fee of
0.25% of the aggregate outstanding borrowings under the Amended
and Restated Credit Agreement.

The Fortis Forbearance Agreement will terminate if, by such date,
Meridian has not entered into (a) a merger agreement pursuant to
which Meridian will merge with or into or be acquired by or
transfer all or substantially all of our assets to another person;
(b) a capital infusion agreement pursuant to which one or more
persons will contribute subordinated debt or equity capital to
Meridian in an amount sufficient to enable Meridian to pay to the
Lenders an amount equal to 100% of Meridian's borrowing base
deficiency; or (c) a purchase and sale agreement pursuant to which
Meridian agrees to sell one or more oil and gas properties for net
proceeds sufficient to enable Meridian to pay to the Lenders an
amount equal to 100% of Meridian's borrowing base deficiency, plus
any incremental borrowing base deficiency resulting from such
sales.

Concurrently with the execution of the Fortis Forbearance
Agreement, Meridian entered into (a) a Forbearance Agreement with
Fortis Capital Corp. and Fortis Energy Marketing & Trading GP, (b)
a Forbearance and Amendment Agreement with The CIT Group/Equipment
Financing, Inc., and (c) a Forbearance and Amendment Agreement
with Orion Drilling Company, LLC.  The termination of the
forbearance period under the Fortis Forbearance Agreement will
also result in the termination of the forbearance periods under
each of the Hedge Forbearance Agreement, the CIT Forbearance
Agreement and the Orion Forbearance Agreement.

Meridian cannot give any assurance that, by the November 15
expiration of the forbearance periods, it will be able to enter
into a Transaction Agreement or that it will otherwise be able to
satisfy its obligations under the agreements to which the
forbearance agreements relate, nor can it give any assurance that
the Lenders will grant any further extensions under the Fortis
Forbearance Agreement.

A full-text copy of the THIRD AMENDMENT TO FORBEARANCE AND
AMENDMENT AGREEMENT is available at no charge at
http://ResearchArchives.com/t/s?4747

Members of the lending syndicate are:

     * FORTIS CAPITAL CORP., as Administrative Agent, Co-Lead
       Arranger, Bookrunner, Issuing Lender, and a Lender;

     * THE BANK OF NOVA SCOTIA, as Co-Lead Arranger, Syndication
       Agent, and a Lender;

     * COMERICA BANK, as a Lender;

     * U.S. BANK NATIONAL ASSOCIATION, as a Lender; and

     * ALLIED IRISH BANKS plc, as a Lender

                      About Meridian Resource

The Meridian Resource Corporation, incorporated in 1990, is an
independent oil and natural gas company. The Company explores for,
acquires and develops oil and natural gas properties. As of
December 31, 2008, it had proved reserves of 80 billion cubic feet
(Bcfe). Sixty-three percent of its proved reserves were natural
gas and approximately 64% were classified as proved developed. It
owns interests in 19 fields and 100 producing wells, and operated
approximately 96% of its total production during the year ended
December 31, 2008. The Company's wholly owned subsidiary, TMR
Drilling Corporation (TMRD), owns a rig which is used primarily to
drill wells operated by the Company.

At June 30, 2009, the Company's balance sheet showed total assets
of $207.77 million, total liabilities of $152.61 million and
stockholders' equity of $55.16 million.


MERISANT WORLDWIDE: Seeks Dec. 19 Extension of Plan Exclusivity
---------------------------------------------------------------
Merisant Worldwide Inc. has a Chapter 11 plan, but as a
precaution, is seeking a December 19 extension of its exclusive
period to propose a Chapter 11 plan, Bloomberg's Bill Rochelle
reported.

The disclosure statement explaining Merisant's plan is up for
approval at a hearing today.  Merisant will begin soliciting votes
on, then seek approval of, the Plan following approval of the
Disclosure Statement.

Pursuant to a backstop commitment and stock purchase agreement,
Newport has agreed to provide at least $10 million which will be
available to pay down secured bank debt when its reorganization
plan is effective.  Under the plan, Newport Global Advisors will
purchase $7.5 million in convertible preferred stock and backstop
$2.5 million out of a $5 million in a rights offering.

The Plan accomplishes a deleveraging of the Debtors' capital
structure by removing approximately $400 million in indebtedness,
including approximately $45 million of secured indebtedness, from
the Debtors' balance sheet.  Under the Plan, holders of bank
claims aggregating $205 million will recover 100% of their claims
in the form of new notes, cash and majority of the preferred
stock.  Holders of unsecured claims aggregating $235.3 million
against Merisant Company will recover 5.5% in the form of new
common stock of Reorganized Merisant and may participate in the
rights offering.  Holders of unsecured trade claims will receive
payment of 60% of the claim in cash.  Holders of unsecured claims
aggregating $137.1 million against Merisant Worldwide will receive
distributions in the form of "contingent value rights" if they
vote in favor of the Plan.

Merisant's Chapter 11 plan is supported by the Official Committee
of Unsecured Cerditors and Wayzata Investment Partners, which
controls two-thirds aggregate principal amount of loans
outstanding under Merisant Company's amended and restated credit
facility as well as a majority of the aggregate principal amount
of Merisant Company's 9.5% Senior Subordinated Notes due 2013.
Merisant anticipates that it will be able to obtain Bankruptcy
Court confirmation of the Plan and emerge from bankruptcy as early
as January 1, 2010.

An ad hoc committee of the Company's lenders and Nomura Corporate
Research & Asset Management Inc., the holder of 11% of the 9.5%
senior subordinated notes, have already conveyed objections to the
Plan.

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


MERRILL LYNCH: Documents Raise Skepticism on BofA Execs.
--------------------------------------------------------
ABI reports that congressional investigators think that internal
documents turned over by Bank of America last Friday show that its
executives were alarmed by mounting losses at Merrill Lynch well
before shareholders voted to approve the merger.

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

BofA sought government backing in completing its acquisition of
Merrill Lynch.  Merrill Lynch & Co. Inc. -- http://www.ml.com/--
is a wealth management, capital markets and advisory companies
with offices in 40 countries and territories.

                           *     *     *

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

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

Bank of America reported a third-quarter 2009 net loss of $1.0
billion.  After deducting preferred dividends of $1.2 billion,
including $893 million related to dividends paid to the U.S.
government, the diluted loss per share was $0.26.


MGM MIRAGE: Says Kerkorian Moove an Effort to Boost Stock Value
---------------------------------------------------------------
To recall, Kirk Kerkorian's Tracinda Corporation announced October
20 that it is exploring the possibility of strategic partnerships
or other alternatives with respect to its investment in MGM MIRAGE
(NYSE: MGM).  Tracinda stated it would not engage in any such
transaction until after CityCenter, the 67-acre city within a city
on the Las Vegas Strip which is 50% owned by MGM MIRAGE, has
successfully opened on December 16, 2009.

Tracinda believes there is substantial unrecognized value in MGM
MIRAGE and CityCenter that is not reflected in the market value of
MGM MIRAGE's stock.  Tracinda may decide not to pursue strategic
partnerships or other alternatives, and may not ultimately enter
into any such transactions.

MGM Mirage Chief Executive Officer James Murren, in response to
the announcement, said Mr. Kerkorian's move is an effort to boost
the stock's value as business improves in Las Vegas, Bloomberg
News reported.  "He feels there's a dislocation in value, and he's
going to shake the trees down and figure out how" to increase the
stock price, Mr. Murren said in an interview with Bloomberg in New
York.  "He's not going to come in and try to break the company up,
that's not his mindset."

                         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.


MORRIS PUBLISHING: Restates $136.5MM Loan; Tranche Buys Bank Debt
-----------------------------------------------------------------
Morris Publishing Group, LLC, as borrower, entered into an amended
and restated credit agreement on October 15, 2009, to amend and
restate its $136,500,000 senior secured credit agreement dated
December 14, 2005.

The amendment immediately followed the acquisition by Tranche
Holdings, LLC, an affiliate of ACON Investments LLC, of all
outstanding loans under the Original Credit Agreement.  The
Amended Credit Agreement converts all existing loans under the
Original Credit Agreement into the following three tranches of
term loans:

     $19,700,000 in Tranche A Term Loans,
     $6,800,000 in Tranche B Term Loans, and
     $110,000,000 in Tranche C Term Loans.

All $6,800,000 of the Tranche B Term Loans and all $110,000,000 of
the Tranche C Term Loans were acquired by two of Morris
Publishing's affiliates, MPG Revolver Holdings, LLC, and Morris
Communications Company, LLC.

The parties to the Amended Credit Agreement are Morris Publishing,
as borrower, all of its subsidiaries as subsidiary guarantors,
Morris Communications, and its wholly owned domestic subsidiaries
as affiliate guarantors, Tranche Manager, LLC as the new
Administrative Agent, and Tranche Holdings, MPG Revolver, and
Morris Communications as lenders.  Tranche Manager, LLC, an
affiliate of Tranche Holdings, replaced JPMorgan Chase Bank, N.A.,
as Administrative Agent.

The lenders party to the Original Credit Agreement were JPMorgan
Chase Bank, N.A., The Bank of New York, SunTrust Bank, Wachovia
Bank, N.A., Bank of America, N.A., General Electric Capital
Corporation, Allied Irish Banks, P.L.C., RBS Citizens, N.A.,
Comerica Bank, US Bank, National Association, First Tennessee
Bank, National Association, Webster Bank, National Association,
Keybank National Association, Sumitomo Mitsui Banking Corporation,
and Mizuho Corporate Bank, Ltd.

Under the Amended Credit Agreement, the Tranche A Term Loans bears
cash interest at the rate of 15% per annum.  The 5% interest rate
on the Tranche B Term Loans and the 15% interest rate on the
Tranche C Term Loans are required to be paid-in-kind (PIK) as an
addition to the principal amount rather than cash.  All tranches
of loans under the Amended Credit Agreement mature in two years,
with two six-month extension options during which extensions the
interest rate on the Tranche A Term Loans would increase to 17.5%
and 20%, respectively.  However, after the consummation of a
successful subordinated debt restructuring transaction as
described below, the Tranche A Term Loans will mature earlier on
the deadline for the required refinancing of the Tranche A Term
Loans (150 days after the consummation of the subordinated debt
restructuring transaction).

All principal payments on the senior debt will be applied first to
the Tranche A Term Loans until paid in full. Quarterly principal
payments are required from Morris Publishing's cash flow to reduce
the Tranche A Term Loans.  All three tranches of senior debt
remain senior to the $278,478,000 outstanding principal amount of
Morris Publishing's existing 7% Senior Subordinated Notes Due
2013; however, MPG Revolver and Morris Communications have
deposited all $110,000,000 of Tranche C Term Loans into an escrow
account for eventual cancellation upon successful consummation of
a proposed restructuring transaction supported by holders of over
seventy-five percent of the Existing Notes.

Morris Publishing entered into a binding restructuring term sheet
on September 23, 2009 with an ad hoc committee of holders of more
than 75% of the Existing Notes, subject to the final negotiation
and execution of the definitive legal documentation and other
closing conditions for the transactions contemplated thereby,
including the execution of a "Plan Support Agreement" on
reasonable and customary terms.  The Term Sheet provides, among
other things, for the restructuring of the Existing Notes through
an out-of-court exchange offer (if holders of at least 99% of the
Existing Notes participate) or a Chapter 11 filing and a plan of
reorganization confirmed under the United States Bankruptcy Code,
as amended.  If the Restructuring is approved, the holders of the
Existing Notes would exchange the Existing Notes (including
accrued interest) for $100,000,000 in principal amount of new
notes immediately upon the effective date of either (i) an out-of-
court exchange offer, or (ii) a confirmed plan of reorganization.
The New Notes will mature 4-1/2 years from the Effective Date.
The indenture for the New Notes will require that Morris
Publishing continue to file annual, quarterly and current reports
with the Securities and Exchange Commission.

The execution of the Amended Credit Agreement is part of the
"Senior Refinancing Transaction" contemplated by the Term Sheet,
which was a condition precedent to the Restructuring.  The members
of the ad hoc committee provided approvals for the consummation of
the Senior Refinancing Transaction under the indenture dated as of
August 7, 2003, for the Existing Notes between the issuers, the
subsidiary guarantors and Wilmington Trust, FSB (as successor
trustee), as Indenture Trustee, the Term Sheet and the Forbearance
Agreement.

Upon the exchange of the Existing Notes, the Morris Publishing
affiliates have agreed to cancel the Tranche C Term Loans in
repayment of approximately $25,000,000 of intercompany
indebtedness to Morris Publishing and as a contribution to capital
of approximately $85,000,000.

The loans under the Amended Credit Agreement continue to be
guaranteed by all subsidiaries of Morris Publishing, as well as
Morris Communications and all of its wholly-owned, domestic
subsidiaries, and secured by substantially all of the assets of
such guarantors and Morris Publishing.  In the case of the
security interests granted by Morris Communications and its
subsidiaries, the lenders are generally not permitted to exercise
collateral foreclosure remedies prior to May 15, 2010 so long as
all interest on the Tranche A Term Loans has been paid and certain
bankruptcy events have not occurred.

In connection with the Senior Refinancing Transaction, the equity
of MCC Outdoor, LLC (a former subsidiary of Morris Communications
engaged in the outdoor advertising business) was transferred to
FMO Holdings, LLC, and MCC Outdoor, LLC was released from its
guaranty, and its equity and assets no longer serve as security
for the obligations under the Amended Credit Agreement.  An
affiliate of Tranche Holdings (Magic Media, Inc.) is the
controlling member of FMO Holdings, LLC, and a subsidiary of
Morris Communications has a significant equity interest in FMO
Holdings, LLC.  Other than the relationships relating to FMO
Holdings, LLC and with respect to the Amended Credit Agreement,
Morris Publishing and its affiliates have no material relationship
with Tranche Holdings.

The Amended Credit Agreement contains various representations,
warranties and covenants generally consistent with the Original
Credit Agreement, but with certain additional limitations
applicable prior to the repayment in full of the Tranche A Term
Loans. Financial covenants in the Amended Credit Agreement require
Morris Publishing to meet certain financial tests on an on-going
basis, including minimum interest coverage ratio, minimum fixed
charge coverage ratio, and maximum cash flow ratios, based upon
the combined consolidated financial results of Morris Publishing
and Morris Communications.  However, until May 15, 2010, the
financial covenants will be calculated as if the Restructuring had
been completed.  An event of default will occur under the Amended
Credit Agreement if the Restructuring has not been completed by
May 15, 2010. Other new events of default include the Tranche A
Term Loans lender's determination that there has been a diminution
of value in the collateral, or that Morris Publishing is not
making adequate progress to consummate the Restructuring.

Unless refinanced prior to the Restructuring, the Tranche B Term
Loans remaining after the Restructuring will rank pari passu with
the New Notes and shall cease to be secured by the liens securing
the Amended Credit Agreement, and shall share in the same
collateral securing the New Notes on a second priority basis. On
or prior to 150 days from the date of the Restructuring, Morris
Publishing must refinance all of the remaining Tranche A and
Tranche B Term Loans (currently totaling $26,500,000) with an
unaffiliated commercial bank at an annual interest rate no greater
than LIBOR plus 970 basis points (assuming the definitive
documents relating to Restructuring require such a refinancing as
contemplated by the Term Sheet).  The refinanced debt, including
the refinanced debt attributable to the refinancing of the Tranche
B Term Loans, will be senior to the New Notes and will be secured
by a first lien in substantially all of Morris Publishing's
assets.

In the event of any prepayment of the Tranche A Term Loans prior
to the second anniversary of the closing date of October 15, 2009,
a prepayment fee shall become due:

     (1) during the first year of the loan, a fee equal to 7.5% of
         such prepayment amount less the aggregate amount of
         interest paid in cash on such amount during the period
         between the Closing Date and the date of such payment,
         and

     (2) during the second year of the loan, a fee equal to (a)
         the amount of interest which would have accrued in
         respect of such prepayment amount as if such amount had
         remained outstanding at all times during the second year
         of the loan less (b) the aggregate amount of interest
         paid in cash on such principal prepayment amount during
         the period between the first anniversary of the Closing
         Date and the date of such prepayment.

With respect to the Prepayment Fee, the obligation of Morris
Publishing is limited to an aggregate amount of not more than
$300,000, with any excess Prepayment Fee obligations being
liabilities of Morris Communications.

A full-text copy of the Amended Credit Agreement is available at
no charge at http://ResearchArchives.com/t/s?4746

Notices to Tranche must be sent to:

     ACON Investments, LLC
     1133 Connecticut Avenue, NW
     Washington, DC 20036
     Attn: Barry Johnson
     Tel: (202) 454-1100
     E-mail: bjohnson@aconinvestments.com

with copy to:

     ACON Investments, LLC
     1133 Connecticut Avenue, NW
     Washington, DC 20036
     Attn: Daniel Prawda
     Tel: (202) 454-1100
     E-mail: dprawda@aconinvestments.com

Notices to RSA FMO Holdings, LLC, must be sent to:

     RSA FMO Holdings, LLC
     201 South Union Street
     Montgomery, Alabama 36130
     Attn: M. Hunter Harrell
     Tel: (334) 517-7109
     Email: hunter.harrell@rsa-al.gov

with copy to:

     Haskell Slaughter Young & Rediker, LLC
     1400 Park Place Tower, 2001 Park Place North
     Birmingham, Alabama 35203
     Tel: (205) 254-1402
     Email: glw@hsy.com

                        Term Sheet Amendment

On October 15, 2009, Morris Publishing and Morris Publishing
Finance Co., as issuers, and all other subsidiaries of Morris
Publishing, as subsidiary guarantors entered into an amendment to
the Term Sheet with the holders, or investment advisors or
managers of more than 75% percent of the outstanding $278,478,000
aggregate principal amount of Existing Notes.  Under the
amendment, the deadline to execute a Plan Support Agreement was
extended until 5:00 p.m. EDT on October 23, 2009, and the
requirement to commence the solicitation of the exchange offer was
extended until 5:00 p.m. EDT on October 30, 2009.

On October 15, 2009, Morris Publishing and Morris Publishing
Finance Co., as issuers, and all other subsidiaries of Morris
Publishing, as subsidiary guarantors, and the holders, or
investment advisors or managers of more than 80% of the
outstanding $278,478,000 aggregate principal amount of Existing
Notes, entered into Amendment No. 14 to the Forbearance Agreement
dated as of February 26, 2009 with respect to the Indenture.
Morris Publishing failed to pay the $9,746,730 interest payment
due February 1, 2009 and the $9,746,730 interest payment due
August 3, 2009 on the Existing Notes.

Pursuant to Amendment No. 14, the holders of more than 80% of
outstanding principal amount of the Existing Notes agreed not to
take any action during the forbearance period as a result of the
Payment Defaults to enforce any of the rights and remedies
available to the Holders or the Indenture Trustee under the
Indenture or the Existing Notes, including any action to
accelerate, or join in any request for acceleration of, the
Existing Notes.  The Holders also agreed to request that the
Indenture Trustee not take any such remedial action with respect
to the Payment Defaults, including any action to accelerate the
Existing Notes during the Forbearance Period.

Under Amendment No. 14, the Forbearance Period generally means the
period ending at 5:00 p.m. EDT on December 11, 2009, but could be
terminated earlier for various reasons set forth in the
Forbearance Agreement including if the lenders under the Amended
Credit Agreement accelerate the maturity of the obligations under
the Amended Credit Agreement, upon the occurrence of any other
default under the Indenture, or if Morris Publishing files for
bankruptcy protection or breaches its covenants under the
Forbearance Agreement.  However, the Forbearance Period would
terminate earlier at 5:00 p.m. EDT on October 23, 2009 if Morris
Publishing has not entered into a Plan Support Agreement with the
ad hoc committee of holders of the Existing Notes, or at 5:00 p.m.
EDT on October 30, 2009 if Morris Publishing has not launched the
exchange offer solicitation process.

In the Forbearance Agreement, Morris Publishing agreed that it
would not enter into any transaction in connection with a
refinancing of its senior secured debt if, as a result, any
affiliate of Morris Publishing would become a lender or beneficial
owner of the senior secured debt.  Amendment No. 14 amends this
restriction to permit the acquisition of the senior secured debt
by Tranche Holdings and the amendment and acquisition of such
senior secured debt by Morris Communications and MPG Revolver
under the Senior Refinancing Transaction.

                      About Morris Publishing

Morris Publishing Group, LLC -- http://www.morrisrestructures.com/
-- is a privately held media company based in Augusta, Georgia.
Morris Publishing currently owns and operates 13 daily newspapers
as well as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


NAVISTAR INT'L: Unveils $1.5 Billion Debt Offerings
---------------------------------------------------
Navistar International Corporation plans to issue, subject to
market conditions, $1 billion of senior notes due 2021 and $500
million of senior subordinated convertible notes due 2014.  The
net proceeds will be used to repay in full amounts outstanding
under its $1.1 billion term loan and $400 million synthetic
revolver senior unsecured credit facilities, which expire in
January 2012, as well as other general corporate purposes.  In
connection with the convertible notes offering, Navistar will
grant the underwriters an over-allotment option to purchase an
additional $75 million of convertible notes.

Also in connection with the convertible notes offering, Navistar
may enter into convertible note hedge transactions with one or
more affiliates of the underwriters (the hedge counterparties) and
may also enter into warrant transactions with the hedge
counterparties.  The convertible note hedge transactions would be
expected to reduce the potential dilution to Navistar's common
stock upon conversion of the notes.  However, prior to maturity,
the warrant transactions could separately have a dilutive effect
on Navistar's earnings per share to the extent that the market
value per share of Navistar's common stock exceeds the applicable
strike price of the warrants.

If the underwriters exercise their overallotment option to
purchase additional notes, and if Navistar has entered into the
convertible note hedge and warrant transactions, Navistar may sell
additional warrants and use a portion of the net proceeds from the
sale of the additional notes and from the sale of additional
warrants to enter into additional convertible note hedge
transactions.

In connection with establishing their initial hedge of the
convertible note hedge and warrant transactions, the hedge
counterparties or their affiliates expect to enter into various
derivative transactions with respect to Navistar's common stock
concurrently with or shortly after the pricing of the notes.  This
activity could increase (or reduce the size of any decrease in)
the market price of Navistar's common stock or the notes at that
time.

In addition, the hedge counterparties or their affiliates may
modify their hedge positions by entering into or unwinding various
derivatives with respect to Navistar's common stock or purchasing
or selling Navistar's common stock in secondary market
transactions following the pricing of the notes and prior to the
maturity of the notes (and are likely to do so following
conversion of the notes and during any related observation
period).  This activity could also cause or avoid an increase or a
decrease in the market price of our common stock or the notes,
which could affect Navistar's ability to convert the notes and, to
the extent the activity occurs following conversion of the notes
and during any related observation period, could affect the number
of shares and value of the consideration that Navistar will
receive upon conversion of the notes.

The senior notes offering is being led by Credit Suisse, and the
convertible notes offering is being led by J.P. Morgan. These
notes will be offered and sold under the company's shelf
registration statement filed with the Securities and Exchange
Commission on Oct. 20, 2009, which was effective upon filing.  A
copy of the prospectus can be obtained for the senior notes by
contacting Credit Suisse at Attention: Prospectus Department, One
Madison Avenue, New York, NY 10171 (1-800-221-1037) and for the
convertible notes by contacting J.P.Morgan at Attention:
Prospectus Department, 4 Chase Metrotech Center, CS Level,
Brooklyn, NY 11245 (1-718-242-8002).

A full-text copy of the preliminary prospectus relating to the
proposed issuance of $500,000,000 in __% Senior Subordinated
Convertible Notes due 2014 is available at no charge at
http://ResearchArchives.com/t/s?4741

A full-text copy of the preliminary prospectus relating to the
proposed issuance of $1,000,000,000 in __% Senior Notes Due 2021
is available at no charge at http://ResearchArchives.com/t/s?4743

Also on Tuesday, Navistar filed an automatic shelf registration of
securities.  In connection with the filing of the registration
statement on Form S-3 and in accordance with Article 11 of
Regulation S-X, Navistar provided updated pro forma financial
information related to the June 2009 acquisition of additional
equity interest in Blue Diamond Parts for the nine month period
ended July 31, 2009.  A full-text copy of the updated pro forma
financial information is available at no charge at
http://ResearchArchives.com/t/s?4744

                          About Navistar

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                           *     *     *

Navistar carries Standard & Poor's Ratings Services' 'BB-'
corporate credit ratings and Fitch Ratings' 'BB-' Issuer Default
Ratings.


NAVISTAR INT'L: Has Deal With SEC Over Restatement of Financials
----------------------------------------------------------------
Navistar International Corporation has reached a tentative
settlement of the Securities and Exchange Commission's
investigation into the company's December 2007 restatement of its
financial results for 2002 through the first three quarters of
2005 that will fully resolve the matters under investigation.

The company said the events underlying the restatement have been
under investigation by the SEC since 2006 and were the subject of
an internal investigation completed by a special committee of the
Navistar board of directors in December 2007.

"This settlement will enable our company to put this matter behind
us and to continue our focus on building and sustaining our
positive momentum on behalf of our shareowners," said Daniel C.
Ustian, Navistar chairman, president and chief executive officer.

Navistar has been providing information to and fully cooperating
with the SEC in this investigation and the company and Mr. Ustian
have reached an agreement with the investigative staff of the SEC
that will fully resolve this matter.  Under the agreement, which
is subject to the approval of the commission, Navistar will
consent to the entry of an administrative settlement regarding its
pre-restatement accounting practices in specified areas. The
company will not pay any fines or penalties.

As part of this administrative settlement with the SEC, Mr. Ustian
has agreed to return some of his 2004 bonus, the only year in
which a bonus was paid during the period.  In addition, it is
anticipated that several former Navistar employees will agree to a
civil penalty.

Steven K. Covey, Navistar senior vice president and general
counsel, said Mr. Ustian and the company's board of directors
believe the settlement, which requires neither an admission nor a
denial of any wrongdoing "is in the best interest of our
shareholders and will avoid the expense and distraction of a
potential dispute with the SEC."  Mr. Covey also noted that the
company has invested heavily in systems and personnel to ensure
that events that led to the restatement will not occur in the
future.

                          About Navistar

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                           *     *     *

Navistar carries Standard & Poor's Ratings Services' 'BB-'
corporate credit ratings and Fitch Ratings' 'BB-' Issuer Default
Ratings.


NAVISTAR INT'L: Sees FY2009 Net Income at Lower End of Guidance
---------------------------------------------------------------
Andrew J. Cederoth, Chief Financial Officer of Navistar
International Corporation, says the company's guidance for net
income including and excluding a settlement with Ford Motor and
related charges for its fiscal year ending October 31, 2009, is
expected to be in the mid to low end of the range that was stated
on September 10, 2009, during the third quarter analyst call.

According to Mr. Cederoth, the softness in the U.S. and Canadian
truck and bus markets was also referenced on that third quarter
call and that continued softness has resulted in lower
manufacturing segment profit compared to the September 10, 2009
guidance that is expected to be offset by better than expected
performance in corporate SG&A and other below the line items.
Further, the current guidance does not include certain potential
asset impairments, such as those that may arise from developments
in the Company's Canadian operations or the potential write-off of
certain unamortized debt issuance costs from the company's 2007
term loan that will be triggered as a result of the refinancing.

As reported by the Troubled Company Reporter on September 11,
2009, based on projections for increased income tax expenses and
its forecast for the remainder of the year, Navistar lowered its
guidance for net income for its fiscal year ending Oct. 31, 2009,
to a revised range of $182 million, or $2.55 per diluted share, to
$207 million, or $2.85 per diluted share, excluding the Ford
settlement and related charges.  Including the impact of the Ford
settlement, net of related charges, earnings should be in the
range of $4.95 to $5.25 per diluted share.

                          About Navistar

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                           *     *     *

Navistar carries Standard & Poor's Ratings Services' 'BB-'
corporate credit ratings and Fitch Ratings' 'BB-' Issuer Default
Ratings.


NAVISTAR INT'L: Moody's Assigns 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned new ratings to Navistar
International Corporation.  The newly-assigned ratings include: B1
Corporate Family Rating, B1 Probability of Default; and SGL-2
Speculative Grade Liquidity rating.  Moody's also assigned a
rating of B1, LGD3, 49% to the company's $1 billion of senior
unsecured notes, and (P)B1 to its shelf registration of debt
securities.  The rating outlook is stable.

The proceeds from the note offering, along with funds raised from
an unrated $500 million convertible subordinated note offering
will be used to repay $1.33 billion outstanding under a revolving
credit and term loan facility that will be terminated subsequent
to the pay-down.

Navistar's B1 rating acknowledges the company's highly competitive
position in the North American class 6-8 truck market, its ongoing
operational initiatives to reduce its vulnerability to this
sector, and the manufacturing operation's sound liquidity.  These
operational initiatives include: expanding its military truck and
parts business, broadening its line of engine offerings, and
establishing engine-production joint ventures that will facilitate
its entry into truck markets outside of North America.  However,
the rating also reflects Moody's expectation that the company's
earnings, cash generation and credit metrics will weaken
considerably during 2010 as a result of several factors.  First,
the North American truck market remains mired in the most severe
cyclical downturn in over 45 years with unit shipments of 455,000
in 2006 falling steadily to about 175,000 in 2009.  Moody's expect
that shipments will increase by only 10% to 13% during 2010 --
with much of this increase occurring during the second-half of the
year.  However, Moody's expect that this 2010 recovery may be
offset by a decline in truck and part shipments associated with
sales to the US military.  Second, Navistar's engine supply
agreement with Ford is about to terminate, thereby eliminating a
historically important source of revenues.  Finally, the company's
2010 performance will not benefit from the $200 million cash
settlement payment that was received from Ford in 2009.  For the
LTM through July 2009, Navistar's performance reflected: an
operating margin of 5.3%; EBITA/interest of 2.3x; and debt/EBITDA
of 2.9x based on Moody's standard adjustments.  Moody's anticipate
that all of these metrics will weaken during 2010, and will be
reflective of a B1 rating.

The B1 rating also incorporates the uncertainties associated with
Navistar's sales to the US military and with market acceptance of
Navistar's EGR engine technology.  The sale of trucks and parts to
the US military are an important component of Navistar's strategy
for reducing its vulnerability to the North American commercial
truck market.  These profitable sales grew from $400 million in
2007 to almost $4 billion in 2008.  But, these revenues will
decline to about $3 billion in 2009, and could fall further to
approximately $2 billion in 2010.  The dramatic increase in
military sales during 2008 was the result of the US Marine's
urgent need for MRAP vehicles in the Middle East.  Navistar was
able to meet this need at a time when other suppliers were
capacity constrained, and the resulting sales helped to offset the
revenue and earnings decline associated with the cyclical decline
in the commercial truck market.  After fulfilling much of the MRAP
requirements during 2008, military sales could fall to what
Navistar believes is a minimum sustainable run-rate of $2 billion
per year in 2010.  However, military contracts are subject to
cancellation on short notice, demand for the products supplied by
Navistar can vary significantly from year-to-year as evidenced by
the $1 billion decline during 2009, and Navistar is in the early
stages of establishing the expertise needed to most effectively
compete for contracts in this area.  Moody's believe that
Navistar's need to build its expertise in the military contract
arena may be evidenced by its loss during mid-2009 of contracts to
provide MATV and FMTV trucks to the US armed services.  These
contracts could have generated revenue of $5 to $7 billion over
several years.

Most US truck manufacturers other than Navistar are embracing the
SCR engine technology to meet 2010 EPA emissions regulations.
Navistar is utilizing EGR technology to meet these requirements.
The company's extensive testing of EGR indicates that this
technology will be EPA-compliant, and that potential customers
will accept EGR engines to a degree that enables Navistar to
maintain its current market position.  Despite the positive nature
of Navistar's tests and of initial customer response, the ultimate
competitive standing and economics of Navistar's EGR technology
versus that of SCR is not likely to be clearly determined until
late in 2010.

Although Navistar could harvest material and sustainable strategic
benefits from its military contracts and EGR technology over the
longer-term, these initiatives represent areas of uncertainty and
potential business risk over the near term.

The stable outlook reflects Moody's expectation that Navistar will
maintain its competitive position in the North American class 6-8
truck market, where its share position has been growing and it
currently holds about 33% of the market.  Moreover, the strategic
initiatives the company has been pursuing should, over time, help
to reduce the company' vulnerability to the cycles in its core
market.  The stable outlook is also supported by the company's
prudent liquidity strategy.

Navistar's liquidity position is good and the principal sources of
liquidity are the $751 million in cash it held at July 31, 2009
and an unused $200 million ABL facility maturing in 2012.  In
addition, the company should continue to generate moderate levels
of free cash flow during the coming twelve months, although at a
lower pace than the $318 million generated for the LTM through
July.  These sources should enable the company to comfortably fund
all of its cash requirements during the coming twelve months.  The
liquidity profile is further supported by the lack of financial
covenants in the ABL facility and the company's considerable
amount of unencumbered assets that are available to be pledged to
potential lenders.  Navistar's principal liquidity requirement
will be the funding of approximately $217 million of maturing debt
and capital lease payments.

A potential contingent call on Navistar's liquidity could come
from its captive finance operation, Navistar Financial Corporation
(NFC), which has a $4 billion portfolio of receivables.  NFC
provides financing for a relatively modest 10% of Navistar's
retail sales, and for the majority of Navistar dealer inventory.
NFC benefits from a support agreement with Navistar that requires
the manufacturer to maintain the finance operation's fixed charge
coverage ratio at no less than 1.25x.  Navistar had to make a
$60 million payment to NFC under this agreement during 2008.
Moreover, should NFC have difficulty in renewing any of its
borrowing or ABS facilities, Navistar might choose to provide
liquidity to the finance operation.  However, the quality of NFC's
receivable portfolio is performing in line with that of other
captive finance companies in the capital goods and heavy equipment
sector.  Moreover, conditions in the ABS and bank markets indicate
that NFC should not encounter any major obstacles in its attempts
to renew its various facilities.  Nevertheless, NFC's funding
strategy could represent an area of liquidity risk for Navistar.

The B1 rating could improve during late 2010 if the North American
truck market remains on track for a sustained recovery into 2011,
and Navistar's operational initiatives to moderate its
vulnerability to the truck cycle show evidence of taking hold.
Progress in these initiatives would be demonstrated by growing its
military business and establishing solid market acceptance of its
EGR engines.  An improvement in the rating would also be supported
if the company's late 2010 operating performance is on track to
generate EBITA/interest approximating 2.5x, debt/EBITDA below 4x,
EBITA margin exceeding 5%, and a strong liquidity profile as
evidenced by a cash position and unused borrowing facilities in
excess of $900 million .

The rating could come under pressure if key elements of the
company's operational initiatives for reducing cyclicality stall,
or if the North American truck market does not begin recovering
during 2010.  Metrics of These levels would contribute to ratings
pressure: EBITA/interest below 1.25x and debt/EBITDA above 4.5x.

The last rating action on Navistar was a withdrawal of the
company's B1 rating on July 17, 2006, due to the lack of filing of
financial statements.


NAVISTAR INT'L: S&P Assigns 'BB-' Rating on $1 Bil. Bonds
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '4' recovery rating to Navistar International Corp.'s
proposed issuance of $1 billion in senior unsecured bonds.  The
'4' recovery rating indicates S&P's expectation that lenders would
receive average (30% to 50%) recovery in the event of a payment
default.

At the same time, S&P assigned its 'B' issue-level rating and '6'
recovery rating to Navistar's proposed $500 million convertible
subordinated notes.  The '6' recovery rating indicates S&P's
expectation of negligible (0 to 10%) recovery in the event of a
payment default.

In addition, S&P assigned its preliminary 'BB-' senior unsecured
and preliminary 'B' subordinated debt ratings to Navistar's
$3 billion shelf registration filed with the SEC.

S&P expects Navistar to use proceeds from the proposed bond and
note offerings to repay its $1.5 billion unrated bank credit
facility due 2012, which had about $1.33 billion outstanding as of
July 31, 2009.

The corporate credit ratings on Warrenville, Ill.-based Navistar
and subsidiary Navistar Financial Corp. remain 'BB-' and reflect
the severe cyclicality of the North American commercial-vehicle
industry, which has experienced an extended period of poor demand
because of the weak economy and low freight volumes.  The ratings
also reflect Navistar's high leverage, volatile cash flow
generation, and heavy schedule of debt maturing over the next few
years, although the proposed financings largely address this issue
for the parent company.

The corporate credit ratings also reflect S&P's assumption that
Navistar will be able to transition to a more diversified debt
structure as it refinances large amounts of private bank debt
maturing in the next three years: in addition to the current
proposed transactions, Navistar must also refinance an unrated
$1.4 billion facility maturing at the finance subsidiary in mid-
2010.  S&P views the currently proposed transactions as a positive
step for liquidity and financial flexibility.  Still, S&P's
negative outlook on the corporate credit rating reflects in part
the execution risk of what S&P consider significant remaining
refinancing requirements.

                           Ratings List

                   Navistar International Corp.

      Corporate Credit Rating                BB-/Negative/--

                            New Ratings

                   Navistar International Corp.

                         Senior Unsecured

            US$1 bil. sr unsecd bnds ser due 2021 BB-
             Recovery Rating                      4

                           Subordinated

            US$500 mil. convertible nts due 2014  B
             Recovery Rating                      6


NTK HOLDINGS: Files Prepackaged Plans of Reorganization
-------------------------------------------------------
Nortek, Inc., and its domestic subsidiaries have filed their
prepackaged Chapter 11 plan of reorganization.

Nortek completed its previously announced solicitation of votes
from creditors for the Prepackaged Plans on October 16, 2009. As a
result of the Solicitation, 100% of the votes cast by holders of
Nortek's 10% Senior Secured Notes due 2013, 100% of the votes cast
by holders of Nortek's 8-1/2% Senior Subordinated Notes due 2014,
and 100% of the votes cast by holders of Nortek's 9-7/8% Series A
and Series B Senior Subordinated Notes due 2011, each voted to
accept the Prepackaged Plans.

Nortek and its subsidiaries will continue to operate their
businesses in the ordinary course throughout the chapter 11
process while they seek confirmation of their prepackaged plans of
reorganization.

Nortek anticipates that cash on hand and cash from operating
activities will be adequate to fund its projected needs during the
chapter 11 process, including the payment of operating costs and
expenses.  At the time the chapter 11 petitions were filed,
Nortek, including its subsidiaries, had in excess of $125 million
cash on hand and, as previously announced, on October 9, 2009,
Nortek received a commitment for a $250 million asset-based
revolving credit facility that will be available upon emergence
from bankruptcy.  As a result, Nortek does not foresee any need
for debtor-in-possession financing.

Richard L. Bready, Nortek Chairman and Chief Executive Officer,
said, "We continue to believe that Nortek has fundamentally sound
businesses operating in established markets that are poised for
growth as economic conditions improve.  The chapter 11 process
will enable Nortek to emerge as an even stronger company with
substantially less debt.  Going forward, we anticipate no
disruption in product availability or delivery of products and
remain focused on meeting customer needs worldwide."

Nortek is requesting that the Bankruptcy Court approve motions to
permit it and its subsidiaries to continue paying suppliers and
vendors in full, without interruption, in the ordinary course of
business.  Additionally, Nortek has asked the Court to approve
motions that would permit it to continue paying employees' wages
and benefits and maintain its cash management systems.  Nortek and
its subsidiaries also expect to honor all customer programs and
product warranties in the ordinary course of business.

Nortek expects that the chapter 11 process will take approximately
two to three months to complete, but can give no assurance that
this time frame will be met. Nortek also stated that no management
changes are anticipated and it has no plans to sell any of its
subsidiaries.

Holders of NTK Holdings' 10-3/4% Senior Discount Notes due 2014
accepted the Prepackaged Plans and, although holders of
indebtedness under NTK Holdings' Senior Unsecured Credit Facility
did not accept the Prepackaged Plans, NTK Holdings intends to seek
confirmation of the Prepackaged Plans.

On its effective date, following its confirmation by the
Bankruptcy Court, the Prepackaged Plans provide for the following
distributions: holders of 10% Notes will receive new Nortek 11%
senior secured notes and 5% of the equity in the reorganized
Nortek; holders of 8-1/2% Notes and 9-7/8% Notes will receive 93%
of the equity in the reorganized Nortek, and holders of 10 3/4%
Notes and indebtedness under the NTK Credit Facility will receive
2% of the equity, and warrants to purchase additional equity, of
the reorganized Nortek.  All other creditors are unimpaired and,
if not previously paid, will be paid in full in the ordinary
course of business under the Prepackaged Plans.  Nortek and NTK
Holdings expect that the consummation of the Prepackaged Plans
will result in an approximate $1.3 billion reduction of their
outstanding indebtedness.

                        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.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and  Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  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.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.


OPUS WEST: Gets Nod to Reject Phoenix HQ Office Lease
-----------------------------------------------------
Opus West Corp. and its units obtained the Court's authority to
reject the unexpired real property lease of their main office in
Phoenix, Arizona, effective as of September 30, 2009.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that the Debtors will vacate the premises
no later than September 30, 2009, and as a result the Lease will
no longer benefit the Debtors' estates.

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 Reject Phoenix Equipment Lease
-----------------------------------------------------
Opus West Corp. and its units ask the Court for authority to
reject certain unexpired equipment leases, effective as of
September 30, 2009.

Debtor Opus West Corporation is a party to several unexpired
equipment leases, whereby it leases certain copy and facsimile
machines.  Clifton R. Jessup, Jr., Esq., at Greenberg Traurig
LLP, in Dallas, Texas, relates that the Equipment had been
located in the Debtors' former headquarters in Phoenix, Arizona.
The Debtors have sought and obtained authorization from the Court
to reject an unexpired real property lease for their
headquarters.

The Debtors tell the Court that after they vacated their
headquarters office space, they returned the Equipment to the
lessors and therefore, the Equipment has provided no benefit to
their bankruptcy estates since that date.

Mr. Jessup adds that the Equipment Leases have no value to the
Debtors' bankruptcy estate, and are not necessary for their
future business operations.  Against this backdrop, the Debtors
believe it is in their best interests to reject the Equipment
Leases effective September 30, 2009.

                     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 Reject Sacramento Office Lease
-----------------------------------------------------
Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that on May 1, 2007, the predecessor-in-
interest to Opus Real Estate CA VII SG, L.P., a Delaware limited
partnership, as landlord, and O.W. Construction, as tenant,
entered into an Office Lease Agreement concerning certain office
space in the building located at 180 Promenade Circle, in
Sacramento, California.

Before the Petition Date, O.W. Construction believed that it had
reached an agreement with the Landlord whereby the Sacramento
Office Lease was to be terminated prior to the Petition Date, Mr.
Jessup tells the Court.  Pursuant to O.W. Construction's
understanding of its agreement with the Landlord, O.W.
Construction vacated the Sacramento Office Space prior to the
Petition Date.  Mr. Jessup notes that O.W. Construction has not
received any benefit from the Sacramento Office Space or from the
Sacramento Office Lease since prior to the Petition Date.

Following the Petition Date, however, the Landlord informed O.W.
Construction that it did not believe the Sacramento Office Lease
had been terminated prior to the Petition Date.

By this motion, the Opus West Debtors ask the Court for authority
to reject the Office Lease effective as of the Petition Date.

                     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)


P & M INDUSTRIES INC: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: P & M Industries, Inc.
        P.O. Box 520
        Thorofare, NJ 08086

Bankruptcy Case No.: 09-37927

Chapter 11 Petition Date: October 20, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: David A. Kasen, Esq.
                  Kasen & Kasen
                  1874 East Route 70, Suite 3
                  Cherry Hill, NJ 08003
                  Tel: (856) 424-4144
                  Email: dkasen@kasenlaw.com

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

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

According to the schedules, the Company has assets of $964,122,
and total debts of $1,547,133.

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

             http://bankrupt.com/misc/njb09-37927.pdf

The petition was signed by John M. Monteith, president of the
Company.


PCS EDVENTURES: Receives "Wells Notice" From Sec Staff
------------------------------------------------------
PCS Edventures!.Com, Inc. has received a "Wells Notice" from the
Salt Lake regional office staff of the U.S. Securities and
Exchange Commission, informing PCS of the Staff's intention to
recommend to the Commission that the SEC bring a civil injunctive
action against PCS alleging that it violated Sections 10(b),
13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities Exchange Act
of 1934 and Rules 10b-5, 12b-20, 13a-1 and 13a-11 thereunder.

A Wells Notice does not itself initiate litigation, nor is it a
finding of wrongdoing by PCS or any individual.

PCS disagrees with the Staff's recommendation and will continue to
pursue a potential resolution of this matter before the Staff
makes its formal recommendation to the Commission.  PCS will
vigorously defend any action brought by the SEC, but cannot
predict the outcome or timing of this matter.

The Wells Notice was issued in connection with a previously
disclosed investigation into possible violations of federal
securities laws stemming from disclosures made by PCS in its 8-K
Current Report dated March 27, 2007 and in a related Press Release
that announced a License Agreement with Global Techniques dba PCS
Middle East, subsequent sales of PCS stock by certain PCS officers
and directors, book and record-keeping procedures and internal
controls relating to revenue recognition from the License
Agreement, and later disclosures concerning the License Agreement.
PCS has been informed that, as a result of the investigation,
Wells Notices were also issued to the Chairman of the Board/Chief
Executive Officer; the Executive Vice President/Chief Technology
Officer; a Director; and a former officer.

PCS has cooperated fully in providing information and
documentation to the Staff during the SEC's investigation.

In connection with the contemplated recommendation, the Staff may
seek remedies including, among other things, a permanent
injunction against future violations of federal securities laws,
civil monetary penalties and, in the case of the individual Wells
Notice recipients, disgorgement of PCS stock sale proceeds and a
bar against continued service as officers or directors of PCS.

Under a process established by the SEC, PCS and each of the other
recipients of the Wells Notices have the opportunity to submit any
reasons of law, policy or fact why they believe that a civil
injunctive action should not be brought before the Staff makes its
recommendation to the Commission regarding what action, if any,
should be brought.  PCS intends to make a Wells Submission and
will endeavor to reach a resolution with the Staff before any
action is filed, but cannot guarantee that it will be able to do
so.  There can be no assurance that the SEC will not decide to
bring an action against PCS or the officers and directors who have
also received Wells Notices.

Under its bylaws, PCS is obligated, subject to certain exceptions
and conditions, to indemnify and advance expenses to current and
former officers and directors in connection with the SEC
investigation and any subsequent SEC enforcement actions.  The
costs incurred by PCS in addressing the SEC investigation and
possible enforcement proceedings, including the anticipated costs
of indemnification of PCS' officers and directors, will likely
have a material adverse effect on PCS' business, financial
position, results of operations and cash flows (including its
liquidity and its plan of operation as outlined in management's
discussion and analysis in PCS' most recent 10-K and 10-Q
reports).  The investigation and possible enforcement proceedings
could result in adverse publicity and divert the efforts and
attention of PCS' executive management team from ordinary business
operations.

PCS' directors and officers insurance carrier has denied coverage
of any claims relating to the SEC investigation, including defense
costs, based on its contention that PCS did not give it timely
notice of the SEC's formal non-public order commencing the
investigation or the related issuance of subpoenas by the SEC.
PCS disagrees with the carrier's coverage position and is
continuing its efforts to require the insurer to satisfy its
contractual obligations.   There can be no assurance that the
insurer will reimburse the legal expenses associated with the SEC
investigation or any subsequent enforcement action that may be
commenced in the future.

The Company has noted it depends to a large extent on the
abilities of key management and technical personnel, in particular
Anthony A. Maher, its President and Chief Executive Officer, and
Robert O. Grover, its Executive Vice President and Chief
Technology Officer.  "The loss of any key employee or our
inability to attract or retain other qualified employees could
seriously impair our results of operations and financial
condition.  This risk is magnified as a result of the receipt by
Messrs. Maher and Grover of the SEC's Wells Notice dated October
16, 2009, because the SEC may seek a bar against continued service
as PCS officers and directors as one potential remedy in any
enforcement action that it may bring against these individuals,"
the Company has said.

                       About PCS Edventures!

Boise, Idaho-based PCS Edventures!.Com, Inc. (OTCBB: PCSV) --
http://www.edventures.com/-- designs, develops and delivers
educational learning labs bundled with related technologies and
programs to the K-12 market worldwide.  The PCS suite of products
ranges from hands-on learning labs in technology-rich topics in
Science, Technology, Engineering and Math (STEM) to services rich
in imagination, innovation, and creativity.  PCS programs operate
in over 6,000 sites in all 50 United States as well as in 17
countries Internationally.


PHILADELPHIA NEWSPAPERS: Bruce Toll Sweetens Bid by $20 Million
---------------------------------------------------------------
The group led by Bruce E. Toll, vice chairman of homebuilder Toll
Brothers Inc., raised its offer by $20 million to buy Philadelphia
Newspapers LLC, Bloomberg News reported.  According to the report,
The Toll group's offer would now give the secured lenders $86.5
million, including a $20 million note, $37 million cash, and real
estate worth $29.5 million.  In addition, the lenders would share
half of adjusted cash flow over five years.

The Toll group, which includes current investors in the Debtors'
newspapers, says its offer is now worth $112 million, plus a
$17 million letter of credit.  In addition to the payment for the
banks, the buyers would pay $25 million toward the costs of the
Chapter 11 exercise.

An auction for Philadelphia Newspapers is currently scheduled to
be held Nov. 18, with bids initially due two days before.
The Court-approved rules include a provision for credit bids of up
to $318.8 million.

As reported by the TCR on October 15, Philadelphia Newspapers lost
a ruling in bankruptcy court when the judge allowed secured
lenders to submit a credit bid. Philadelphia Newspapers opposed
a credit bid by lenders owed more than $400 million, saying that
it would have a "chilling effect" on competing bidders.  A credit
bid would easily top the offer by Bruce E. Toll.

Mr. Toll has sweetened its bid to win over opposition from the
lenders.

Mr. Toll, through entity Philly Papers, originally offered to pay
over $41,000,000, after payment of approximately $6,000,000 in
administrative and priority claims, and assume some debts.

The Associated Press quoted Philadelphia Newspapers spokesperson
Jay Devine as saying, "This is putting $20 million in debt on the
company, which we think is a doable amount.  It's a way for us to
. . . give (creditors) $20 million more, but not have to do it all
at once."

The group would be competing against senior lenders -- including
the Royal Bank of Scotland Group PLC, CIT Group Inc. and Angelo,
Gordon & Co., who have the right to use the $300 million in "IOUs"
they already hold from owners to bid and who want to replace
current management, including CEO Brian Tierney, The AP notes.
The auction, according to The AP, is on November 18.

The Debtors have filed a proposed Chapter 11 plan built around the
sale of the business to Mr. Toll or to the highest bidder.  A
hearing to approve the disclosure statement explaining the
newspapers' Chapter 11 plan is set for Oct. 28.  The Plan is
scheduled for a confirmation hearing on Dec. 4.

                     About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PILGRIM'S PRIDE: Shareholders to Vote on JBS-Backed Plan
--------------------------------------------------------
Pilgrim's Pride Corporation has received approval from the U.S.
Bankruptcy Court for the Northern District of Texas to begin
soliciting stockholder acceptance of the amended joint plan of
reorganization of the company and six of its subsidiaries that are
debtors and debtors in possession in the chapter 11 cases pending
before the Court.  The Company's creditors will not be voting on
the plan of reorganization as they are not considered to be an
impaired class and all will be fully repaid upon the company's
emergence from bankruptcy.

All stockholders of record on October 22, 2009, are entitled to
vote to accept the plan of reorganization. Copies of the plan of
reorganization and the amended disclosure statement will be mailed
shortly. The deadline for ballots to be received by the voting
agent is December 1, 2009.  A court hearing to confirm the plan of
reorganization is scheduled to be held December 8, 2009.

Pilgrim's Pride said it anticipates the plan of reorganization to
be confirmed by the Bankruptcy Court in time for the Debtors to
emerge from bankruptcy before the end of December.  Last month,
the Debtors filed a joint plan of reorganization and related
disclosure statement with the court. Under terms of the joint plan
of reorganization, Pilgrim's Pride has entered into an agreement
to sell 64% of the new common stock of the reorganized Pilgrim's
Pride to JBS U.S.A. for $800 million in cash.

                  Distributions Under Ch. 11 Plan

The Plan, as amended, October 19, 2009, 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.

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

                     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)


PTC ALLIANCE: Bankruptcy to Cost Hannibal $45,000
-------------------------------------------------
The bankruptcy filings by PTC Alliance Corp. and its affiliates in
Hannibal, Missouri, will cost the Hannibal Board of Public Works
around $45,000 in unpaid utility bills, Danny Henley at Hannibal
Courier-Post reports, citing Don Willis, general manager of the
BPW.

According to Courier-Post, the BPW has been budgeting more and
more to offset anticipated unpaid bills and Mr. Willis said, "It
used to be $60,000, then $90,000, but with the rates the way that
they are now we would have budgeted $150,000 for just normal
things, but now we've put in $200,000 . . . . We're seeing a lot
of $200, $300, $400 ones [unpaid bills] because by the time we
actually shut somebody off and they decide to move out of town or
do whatever they do, they are 60 days into us.  By the time
somebody gets into you 60 days with a $200 monthly bill, you've
got $400 in it easy."

PTC Alliance, says Courier-Post, has paid approximately
$1.2 million into a utility trust fund.  "What they've done is
voluntarily set up a deposit fund for all their utilities, which
is Internet, phone, and all those other things too.  That's for
the whole company, not just for Enduro.  That deposit fund is
supposed to guarantee they will pay their utilities from now on,"
the report quoted Mr. Willis as saying.

Headquartered in Wexford, Pennsylvania, PTC Alliance Corp. makes
welded and cold drawn mechanical steel tubing and tubular shapes,
chrome-plated bar products and precision components.  The Company
and its affiliates filed for Chapter 11 protection on October 1,
2009 (Bankr. D. Del. Lead Case No. 09-13395).  The Debtors
selected Reed Smith LLP as their counsel.  PTC Alliance listed,
in its petition, assets between $50 million and $100 million, and
debts between $100 million and $500 million.


QUANTUM GROUP: Receives Delisting Notice From Amex
--------------------------------------------------
The Quantum Group, Inc., on October 21 notified the NYSE Amex LLC
of its intent to file a Form 25 with the Securities and Exchange
Commission on or about November 2, 2009, and voluntarily delist
its common stock, Class A warrants and Class B warrants from Amex.
The Company anticipates that the delisting will be effective on or
about November 12, 2009, 10 days after the date of its filing of
the Form 25.  Upon delisting from Amex, the Company intends to
have its publicly traded securities quoted on the OTC Bulletin
Board following clearance by the Financial Industry Regulatory
Authority (FINRA) of a Form 211 application filed by a market
maker in Company securities.

The Company has previously reported its receipt of a deficiency
letter from Amex dated March 17, 2009, advising that the Company
was not in compliance with Section 1003(a)(iv) of the NYSE Company
Guide.  Specifically, the Company had sustained losses that were
so substantial in relation to its overall operations or its
existing financial resources, or its financial condition had
become so impaired that it appeared questionable, in the opinion
of Amex, whether the Company would be able to continue operations
and/or meet its obligations as they matured.  The Company
submitted a plan of compliance, accepted by Amex on May 28, 2009,
outlining its strategy to regain compliance with the continued
listing requirements by September 17, 2009.  By letter dated
October 15, 2009, Amex informed the Company of its determination
that the Company was unable to regain compliance with these
listing requirements and that it intended to strike the Securities
from Amex.  In addition, the letter cited the failure of the
Company to comply with Section 301 of the Company Guide.  Section
301 states that a listed company is not permitted to issue, or to
authorize its transfer agent or registrar to issue or register,
additional securities of a listed class until it has filed an
application for the listing of such additional securities and
received notification from the Exchange that the securities have
been approved for listing.  The letter also informed the Company
that it had the right to appeal the staff determination to delist
the Securities.

After considering the costs to the Company of compliance with the
continued listing requirements of Amex and other factors, the
Board determined that it was not in the best interests of the
Company and its shareholders to appeal the delisting of the
Company securities from Amex and approved the voluntary delisting
of the securities on October 19, 2009.

As reported by the Troubled Company Reporter on September 25,
2009, the Company said that there is substantial doubt about its
ability to continue as a going concern.  The Company noted that it
has negative cash flows from operating activities of $3,800,000
for the nine months ended July 31, 2009, and an accumulated
deficit of more than $50,200,000 at July 31, 2009.  For the
remainder of the year ending October 31, 2009, the Company will
need additional cash infusions to meet its operating expenses.
The Company related that if it does not obtain additional funding
within a short period of time, it may be required to substantially
curtail or cease operations altogether.

                  About The Quantum Group, Inc.

The Quantum Group, Inc. (AMEX:QGP) is a Healthcare Services
Organization, which provides business process solutions to the
healthcare industry, which include support services and leading-
edge technology.  The Company also provides other services and
products to healthcare providers in and outside of its network.
These services include medical billing and collection, purchasing,
technology and insurance products.  The operating divisions of the
Company are Renaissance Health Systems, Quantum Medical Support
Services and Quantum Innovations.  As of Oct. 31, 2008, the
Company's network included over 2,000 healthcare providers and
operated in 29 counties in central and southern Florida.


READER'S DIGEST: Interactive Division Head to Resign
----------------------------------------------------
Lara Bashkoff, president of the interactive division of The
Reader's Digest Association, Inc., has informed the Company that
she is leaving by the end of October 2009, Jason Fell of
FolioMag.com reports.

"RDA and I came to a mutual agreement, and I'm leaving the company
after a transition over the next month," Ms. Bashkoff told FOLIO
in a letter.  "I'm excited about the accomplishments we've
achieved here over the last three years, and the team is poised to
continue growing digital business within the realm of a
traditional media company," she added.

Reader's Digest recently announced a series of changes to its
United States business organization, including the interactive
division.

               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: Trustee Wants More Info on Funds
-------------------------------------------------
Law360 reports that U.S. Trustee Diana Adams is demanding that The
Reader's Digest Association Inc. provide more information about
funds squirreled away in various domestic and foreign bank
accounts amid worries about estate money potentially being kept in
institutions that are not authorized depositories.

The Debtors have sought the Court's permission to continue to
utilize certain foreign bank accounts in the ordinary course of
the Debtors' business.

On August 26, 2009, the Court granted the Debtors' request to
continue their existing cash management system on an interim
basis.

The Debtors' Cash Management System is comprised of 106 bank
accounts maintained at various banks throughout the United States,
Canada, the United Kingdom, Ireland and the Netherlands.  Although
not all, a vast majority of the Bank Accounts are located in banks
designated as authorized depositories by the Office of the United
States Trustee pursuant to the U.S. Trustee's Operating Guidelines
and Financial Reporting Requirements.

The Debtors' Bank Accounts include a series of accounts held at
foreign banks:

  -- Canadian Operating Accounts, which the Debtors maintain at
     Bank of Montreal, National Bank of Canada and Royal Bank of
     Canada.  As of October 2, 2009, the accounts collectively
     hold approximately $370,000;

  -- ABN AMRO Accounts, which the Debtors maintain 11 accounts
     with the ABN AMRO Group.  As of October 2, 2009, there are
     only nominal amounts in the ABN AMRO accounts; and

  -- National Westminster Bank Account, which account the
     Debtors are actively working to close.

Given the substantial economic scale and geographic reach of the
Debtors' business operations and the relatively modest amounts in
the accounts, the Debtors ask the Court, through a supplement, for
authority to continue to utilize the Foreign Bank Accounts in the
ordinary course of business.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, asserts that it is critical that the Cash Management System
remain intact to ensure seamless customer experiences and
continued collection of revenues for the Debtors' bankruptcy
estates.  He points out that the continued use of the ABN AMRO
Accounts is critical as the Debtors' netting program reduces the
number of intercompany transactions and foreign exchange
transactions required to be entered into by the netting
participants, as well as the associated costs for those
transactions.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


REAL MEX: Michael Linn Gives Board Seat to Anthony Polazzi
----------------------------------------------------------
Real Mex Restaurants, Inc., reports that effective October 14,
2009, Michael Linn, who represented a certain shareholder, has
resigned from the Company's Board of Directors in order to
accommodate the appointment of Anthony Polazzi, who represents
certain shareholders.

Real Mex Restaurants, Inc., owns and operates restaurants,
primarily under the names El Torito(R), Acapulco Mexican
Restaurant Y Cantina(R) and Chevys Fresh Mex(R).  At December 28,
2008, the Company, primarily through its major subsidiaries (El
Torito Restaurants, Inc., Chevys Restaurants LLC and Acapulco
Restaurants, Inc.), owned and operated 190 restaurants, of which
157 were in California and the remainder in 12 other states.  The
Company's other major subsidiary, Real Mex Foods, Inc., provides
internal production, purchasing and distribution services for the
restaurant operations and manufactures specialty products for
sales to outside customers.

At March 29, 2009, the company's balance sheet showed total assets
of $287.3 million, total liabilities of $272.9 million and
stockholders' equity of about $14.4 million.

The Company's Senior Secured Notes and senior unsecured credit
facility each mature in 2010 and the Company will require
additional financing to meet this obligation.  The Company is
currently evaluating its options to raise the necessary funds.  No
assurance can be given that the Company will be able to refinance
any of its indebtedness on commercially reasonable terms or at
all.

                           *     *     *

As reported by the Troubled Company Reporter on July 15, 2009,
Moody's Investors Service upgraded Real Mex Restaurant's
Speculative Grade Liquidity rating to SGL-3 from SGL-4,
recognizing its improved liquidity as a result of the recently
completed refinancing.  Moody's also revised the rating on the
company's newly issued $130 million 14% 2nd lien senior secured
notes due 2012 to B3 from the initial provisional rating of (P)B3,
upon closing of the transaction.  Proceeds from the issuance were
mainly used to refinance the 10% 2nd lien senior secured notes due
April 1, 2010.  The Caa2 Corporate Family Rating remains
unchanged, while the rating outlook is revised to stable from
developing.

The TCR said July 8, 2009, Standard & Poor's Ratings Services
affirmed the ratings on Real Mex Restaurants, including its 'B-'
corporate credit rating.  This action comes after the company
priced $130 million of the senior secured notes at a 17.98% yield
with a 14% coupon and 90% original issue discount.


REBECCA ENGLE: Tries to Fight Securities Fraud Lawsuit
------------------------------------------------------
Josh Funk at The Associated Press reports that Rebecca Engle and
Brian Schuster said that they shouldn't be prosecuted for
securities fraud because the investors who lost more than
$20 million acknowledged the risks in writing.  Ms. Engle and Mr.
Schuster are accused of defrauding more than 130 investors by
improperly selling risky investments in interrelated Florida
companies.  According to The AP, prosecutors claim that the
records don't tell the full story.

Citing special prosecutor Michael Guinan, The AP states that the
defendants' clients may have signed forms saying that they
understood the risks of the investments, but many say now they
weren't fully informed about the hazards.

The lawyers of Ms. Engle and Mr. Schuster argued at Monday's
hearing that prosecutors don't have enough evidence to proceed
with the fraud cases, The AP relates.  Written records made when
the money was invested contradict the version of events investors
told state officials several years later, and investigators led
investors to believe that the defendants acted improperly with a
suggestively worded survey they sent out, The AP says, citing Ms.
Engle's lawyer, Steve Achelpohl.

Rebecca Engle, a former Nebraska City broker, who is accused of
improperly selling risky investments in several interrelated
Florida companies filed for Chapter 11 bankruptcy protection
before the U.S. Bankruptcy for the District of Arizona on May 30,
2008.  Ms. Engle disclosed assets between $500,000 and $1 million,
and estimated debts between $10 million and $50 million.


RED RIVER ENERGY: Dist. Ct. Won't Review Shareholder Duty Decision
------------------------------------------------------------------
WestLaw reports that the proposed representatives of a Chapter 7
debtor-corporation failed to demonstrate the existence of grounds
for a substantial difference of opinion with respect to either of
the questions of controlling law on which they based their motion
for leave to appeal an interlocutory bankruptcy court order
designating one of them, a Cayman Islands company, as the primary
designee, and that company's principal as the individual
responsible for signing the debtor's schedules and statement of
financial affairs and appearing at the meeting of creditors.
Although the movants argued that there were no reported cases in
which a court, pursuant to F.R.B.P. 9001(5), had designated a
corporate entity to discharge a debtor's duties, or had named a
foreign resident in his personal capacity, without notice, to
discharge a debtor's duties, none of the cases cited involved
facts like those at issue in the instant case.  The movants thus
failed to show that any court had interpreted the relevant legal
principle differently under substantially similar circumstances.
They also failed to show that an immediate appeal would materially
advance the ultimate termination of the bankruptcy litigation.  In
re Red River Energy, Inc., --- B.R. ----, 2009 WL 2901192 (S.D.
Tex.).

The Troubled Company Reporter covered the bankruptcy court's
decision concerning the shareholders' duties on August 12, 2009.

On September 12, 2008, C & L Services, L.P.; Tommy's Machine
Works, Inc.; Rifle Hospitality, L.L.C.; and Jeffrey Davis filed
an involuntary Chapter 7 petition (Bankr. S.D. Tex. Case No.
08-36021) against the Red River Energy, Inc.  On January 13, 2009,
the Bankruptcy Court entered an order for relief.  On January 14,
2009, Ben B. Floyd was appointed to serve as the Chapter 7 Trustee
for this case.   On March 9, 2009, the Trustee filed a pleading
entitled "Motion to Designate Crestview Capital Master, LLC and
Rubicon Master Fund as the Entities Responsible to Discharge
Duties of the Debtor Under Federal Rule of Bankruptcy Procedure
9001(5)".  On March 17, 2009, Rubicon and Crestview filed their
Objection to the Motion.  Court records indicate that nearly
$4 million was transferred to insiders within the one-year period
prior to the Petition Date, and nearly $13 million was transferred
outside the ordinary course of business within the two-year period
prior to the Petition Date.


R.H. DONNELLEY: Further Tweaks Plan & Disclosure Statement
----------------------------------------------------------
R.H. Donnelley Corporation and its debtor affiliates, on
October 19, 2009, submitted with the U.S. Bankruptcy Court for
the District of Delaware a further amended Chapter 11 Plan of
Reorganization and a Disclosure Statement explaining the further
amended Plan.

The Debtors first submitted their Chapter 11 Plan and
accompanying Disclosure Statement on July 27, 2009.  They then
submitted amendments on September 18 and October 7, 2009.

The October 19 Plan deleted the indemnity provision present in
the previous versions.  Specifically, the October 19 Plan has
this language deleted:

  "In addition to the matters set forth in Section 10.8.1 and
  not by way of limitation thereof, as of the Effective Date,
  the Reorganized Debtors shall, and shall be deemed to,
  indemnify and hold harmless all persons who are or were
  officers or directors of any of the Debtors on the Petition
  Date or thereafter on account of and with respect to any
  damages, losses or liabilities of any nature whatsoever
  (including, without limitation, legal fees, costs and
  expenses) on account of any Claims or other obligations,
  suits, judgments, damages, debts, rights, remedies, causes of
  action or liabilities of any nature whatsoever (with the sole
  exception of Claims based upon willful misconduct or gross
  negligence of such officers or directors) threatened or
  asserted by any third party against any such officers or
  directors and that seek contribution, indemnity, equitable
  indemnity, or any similar claim, based upon or as the result
  of the assertion of primary claims against such third party by
  any representative of the Debtors' Estates.]"

            Payment of Notes Indenture Trustee Fees

The October 19 Plan provides that to the extent the Notes
Indenture Trustee Fees are not paid in accordance with the Plan,
the applicable Notes Indenture Trustee may assert the applicable
Notes Indenture Trustee Charging Lien.  The assertion of the
Notes Indenture Trustee Charging Lien may potentially result in
diluting and delaying distributions to the Noteholders.

                   Committee's Statement

The October 19 Disclosure Statement also includes the Official
Committee of Unsecured Creditors' statement in response to the
Disclosure Statement.

Specifically, the October 19 Disclosure Statement includes
certain information that the Committee believes is necessary for
the holders of claims to make an informed decision whether to
accept or reject the Plan.  The information is based on the
Committee's view that (i) credit markets have improved
considerably since May 21, 2009, when the Plan Support Agreements
were executed, (ii) the Reorganized Debtors have substantial
additional capacity to issue debt securities for the benefit of
all Holders of Noteholders Claims, and (iii) since 2004, the
Prepetition Lenders have failed to perfect their prepetition
liens on the Debtors' registered copyrights.

The Debtors disagree with the Committee's opinions and believe
that the Plan, which is predicated on (i) the Bank Support
Agreements executed by the Debtors and Prepetition Lenders
holding well in excess of two-thirds in principal amount and one-
half in number of claims under each of the RHDI, DME and DMW
Prepetition Credit Facilities and (ii) the Noteholders Support
Agreement executed by the Debtors and Noteholders holding in
excess of a majority of the aggregate principal amount of the
Prepetition Note Debt, provides optimal recoveries for all
creditors, including an estimated 100% recovery for trade
creditors, while substantially improving the Company's balance
sheet and creating the operating and financial flexibility
required to maximize the total value of the Company in a
challenging industry environment.

In addition, the Debtors believe that the Plan satisfies all of
the requirements for confirmation under Section 1129 of the
Bankruptcy Code and, is more advantageous to the Company than any
potential alternatives under Chapter 11 of the Bankruptcy Code,
including the potential alternatives that the Committee has
identified.

   Wilmington Trust's Statement on Subordination Provision

The October 19 Disclosure Statement added a statement by
Wilmington Trust Company, in its capacity as indenture trustee
under the Dex Media West Senior Notes Indenture, regarding its
belief that certain subordination provisions may under certain
circumstances have the effect of prohibiting the Holders of the
DMW Senior Subordinated Notes from receiving any recovery until
the DMW Senior Notes are paid in full as provided under the DMW
Senior Subordinated Notes Indenture.

Under the terms of the DMW Senior Subordinated Notes Indenture,
Holders of DMW Senior Subordinated Notes have agreed to
subordinate their right to payment to, inter alia, the prior
payment in full of the DMW Senior Notes.

The Debtors believe that, consistent with applicable law, the
Plan provides for a valid, enforceable and consensual waiver of
any subordination rights by the Holders of DMW Senior Notes in
the event the Class of Holders of DMW Senior Notes has accepted
the Plan, in which case any subordination rights in favor of the
Holders of DMW Senior Notes will not be enforced.

Wilmington Trust Company believes that, under the terms of the
DMW Senior Notes Indenture, the Debtors may be obligated,
pursuant to Section 510(a) of the Bankruptcy Code, to enforce
subordination agreements in accordance with applicable non-
bankruptcy law, and that acceptance of the Plan by the Class of
Holders of DMW Senior Notes Noteholders Claims may not waive
those rights under the Plan without the consent of each Holder of
DMW Senior Notes or over the objection of a Holder of DMW Senior
Notes.  The Debtors, however, do not believe that the statement
is consistent with prevailing bankruptcy law.  In the event that
the value of distributions made to Holders of DMW Senior Notes
Noteholders Claims under the Plan is less than 100% of the amount
of Allowed Claims, Wilmington Trust reserves the right to
enforce, subject to the terms of the DMW Senior Subordinated
Notes Indenture and applicable bankruptcy law, the subordination
provisions in connection with confirmation of the Plan or
otherwise oppose confirmation of the Plan.

        Debtors Address Disclosure Statement Objections

The October 19 Disclosure Statement provides resolutions of
objections filed by Maricopa County, Arizona, and Sharon K.
Jones, the Treasurer of Douglas County, Colorado.

The Objecting Parties separately argued that the Disclosure
Statement does not specify the treatment to which their claims
will be entitled under the Plan.

Maricopa County asserts that it holds an Other Secured Claim
against one of the Debtors for 2009 personal property taxes
amounting to $13,775.  Maricopa County further asserts that its
claim is secured by first priority liens on certain property of
the Debtors.  Douglas County asserts that it holds an Other
Secured Claim against certain of the Debtors for 2009 personal
property taxes amounting to $181,148.  Douglas County further
asserts that its claim is secured by a statutory lien on certain
personal property of the Debtors.

The Debtors relate that upon information and belief, the Maricopa
County Claim will not become due and payable under applicable
non-bankruptcy law until November 1, 2009, and the Douglas County
Claim until April 30, 2010.

In the October 19 Disclosure Statement, the Debtors say that they
have not had the opportunity to assess the merits of the
Objecting Parties' Claims and therefore reserve the right to
contest their allowance on any applicable grounds.  However,
assuming that the Claims are ultimately deemed to be "allowed,"
the Debtors note that the Claims will be treated as an Allowed
Other Secured Claim and will be paid in full in cash on, or as
soon as reasonably practicable after, the later to occur of (a)
the Effective Date of the Plan and (b) the date on which the
Claims become an Allowed Other Secured Claim that is due and
payable under applicable non-bankruptcy law.

A full-text copy of the October 19 Plan is available for free
at http://bankrupt.com/misc/RHDOct19Plan.pdf

A full-text copy of the October 19 Disclosure Statement is
available for free at http://bankrupt.com/misc/RHDOct19DS.pdf

A blacklined copy of the October 19 Plan is available for free
at http://bankrupt.com/misc/RHDOct19Plan-Blk.pdf

A blacklined copy of the October 19 Disclosure Statement is
available for free at http://bankrupt.com/misc/RHDOct19DS-Blk.pdf

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


R.H. DONNELLEY: Says Committee Trading May Affect Playing Field
---------------------------------------------------------------
R.H. Donnelley Corp. and its units tell the Court that they are
reserving their rights regarding the Official Committee of
Unsecured Creditors' request to allow its members to trade in the
Debtors' securities and bank debt upon the establishment and
implementation of "ethical walls".

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago,
Illinois, relates that the Debtors have had discussions with the
Committee's counsel regarding the nature, scope and timing of the
relief sought in the Committee's Request as well as the request's
potential impact upon the orderly administration of the Chapter
11 cases.

Mr. Conlan relates that the Debtors have made clear that their
primary objective is to ensure that the level playing field for
the Plan confirmation process is not inadvertently "skewed" as a
result of the relief asked by the Committee, while fairly
mitigating the risk of loss of a beneficial investment
opportunity asserted by the Committee.

In particular, the Debtors do not seek to preclude any Committee
member from pursuing its legitimate investment strategies or to
impose upon the member any incremental risk of loss of a
potential investment opportunity to which it has presumably been
subject for the last several months, Mr. Conlan tells the Court.

However, the Debtors wish to ensure that the relief asked by the
Committee is in the best interest of their estates as a whole,
Mr. Conlan says.

"For example, if, on the one hand, the Committee were merely
seeking to permit Committee members to engage in ordinary course
transactions through their respective trading desk in full
compliance with the information blocking procedures outlined in
the [Committee's Request0 in a manner that would not materially
impact any such member's role in these cases, then the relief may
not significantly impact the Debtors' estates," Mr. Conlan
explains.

If, on the other hand, after approval of the Committee's Request,
any Committee member were, hypothetically, to acquire additional
Securities in an attempt to block confirmation of the Plan, it
would in the Debtors' view be detrimental to the Debtors' best
interests, and the Debtors would expressly reserve all of their
rights and remedies notwithstanding the entry of an order
granting the Committee's Request, Mr. Conlan further explains.

Therefore, in order to provide some assurance that the Plan
confirmation process is not drastically altered at the current
stage of the proceedings, the Debtors proposed to the Committee
that entry of an order will be without prejudice to any rights or
remedies that the Debtors may have with respect to Plan voting
under applicable law.

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


R.H. DONNELLEY: Set to Solicit Votes on Chapter 11 Plan
-------------------------------------------------------
R.H. Donnelley Corp. won approval of the disclosure statement,
bringing the Debtor closer to realizing a Chapter 11
reorganization plan that aims to shed $6.4 billion in debt.

With the approval of the Disclosure Statement, the Debtors may now
begin sending soliciting packages to stakeholders entitled to vote
on the Plan.  The deadline to submit ballots is on December 17,
2009.  The record date for determining creditors and interest
holders receiving solicitation packages is October 30.

As scheduled, the Court will convene a hearing to consider
confirmation of the Plan on January 12.  Objections to
confirmation of the Plan are due December 17.

"The Plan of Reorganization will provide R.H. Donnelley with a
more sustainable capital structure and solidify our financial
foundation.  Today's approval keeps us on track to complete a
successful reorganization by the end of January 2010," said David
C. Swanson, chairman and CEO of R.H. Donnelley, in an October 22
statement.  "While we still must receive creditor and the court's
final approval of our Plan before we can emerge from Chapter 11
protection, our 3,700 employees continue to focus their energies
and efforts on helping local businesses address their marketing
needs in this challenging economic environment."

As previously announced, R.H. Donnelley reached an agreement on
the terms of the Plan with several creditor groups, including
noteholders and bank lenders, prior to filing for Chapter 11
protection on May 28, 2009.  The so-called "lock-up" agreements
between the Company and its bank lenders and noteholders remain in
place.

Under the terms of the Plan of Reorganization:

    * R.H. Donnelley would reduce its total debt by approximately
      $6.4 billion, including the repayment of $700 million of
      secured indebtedness

    * The approximately $6.0 billion of unsecured bond
      indebtedness would be exchanged for virtually all of the
      equity in the restructured Company and $300 million of
      unsecured notes issued by the Company; all existing equity
      in the Company would be extinguished

    * Total cash interest expense reduction of approximately
      $500 million annually

    * Post-restructuring secured and consolidated debt of
      approximately $3.1 billion and $3.4 billion, respectively,
      which represents approximately 2.9x and 3.2x net secured and
      net consolidated leverage, respectively

    * Post-restructuring cash balance of approximately
      $125 million.

Prior to the hearing, Sharon K. Jones, the Treasurer of Douglas
County, Colorado, filed an objection, saying that the Disclosure
Statement, as amended October 19, does not resolve Douglas
County's claim.  She added that the Plan does not contain the
language in the October 19 Disclosure Statement partially
addressing Douglas County's claim.


A full-text copy of the Plan, as amended October 19, is available
for free at:

          http://bankrupt.com/misc/RHDOct19Plan.pdf

A full-text copy of the explanatory Disclosure Statement, as
amended October 19, is available for free at:

          http://bankrupt.com/misc/RHDOct19DS.pdf

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RIVERVIEW VENTURES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Riverview Ventures, Inc.
           dba DeSears Appliance & Home Entertainment
           dba DeSears Appliance & Television
        6430 14th St. W.
        Bradenton, FL 34207

Bankruptcy Case No.: 09-23787

Chapter 11 Petition Date: October 20, 2009

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

Judge: Michael G. Williamson

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

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

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

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

The petition was signed by Donald F. Clarke, president of the
Company.


ROBERT GRIMSLEY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Robert F. Grimsley
               Frances F. Grimsley
               1611 Ranchette Rd.
               Zephryhills, FL 33543

Bankruptcy Case No.: 09-23717

Chapter 11 Petition Date: October 20, 2009

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

Judge: Caryl E. Delano

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

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

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

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

The petition was signed by the Joint Debtors.


ROCKWELL DIAMONDS: Posts C$6.6MM Loss in 6 Months Ended Aug. 31
---------------------------------------------------------------
Rockwell Diamonds Inc. disclosed last week its financial results
for the six months ending August 31, 2009.

The Company incurred a net loss of C$6.6 million for the six-month
period ending August 31, 2009, compared to a net loss of
C$3.1 million for the comparable period in the prior year.  The
Company said the loss was due to the collapse in the diamond
market and precipitous decline in diamond prices that commenced in
the fourth quarter of fiscal 2009 due to the ongoing global credit
crisis and economic recession, resulting in weakness of diamond
prices through the first two quarters of fiscal 2010.  According
to the Company, there has been an overall improvement in prices of
about 15 to 20% from the initial sharp fall of about 50% in the
last quarter of fiscal 2009.

During the six months ending August 31, 2009, the Company
generated revenue of C$9.8 million compared to revenue of
C$17.5 million for the comparable period in the prior year.  Rough
diamond sales were C$9.7 million and C$17.0 million in the six
months ended August 31, 2009, and 2008, respectively.

Including amortization and depletion charges, cost of sales for
the six months ending August 31, 2009, amounted to C$14.6 million,
compared with C$17.5 million for the six months ending August 31,
2008.

Operating loss was C$4.8 million for the six months ended
August 31, 2009, compared with an operating loss of C$7,344 for
the six months ended August 31, 2008.

Exploration expenses (excluding stock-based compensation)
decreased to C$59,916 for the six months ending August 31, 2009,
compared to $271,182 for the same period in the prior year.  The
Company attributed this decrease to lower engineering activities
performed and property assessment fees paid on the South African
diamond properties.

Administrative costs for the six months ending August 31, 2009,
decreased to C$1.5 million in comparison to C$1.8 million incurred
in for the same period in the prior year.  Travel and conference
expenses amounted to C$76,782 for the six months ending August 31,
2009, compared to C$319,709 for the same period in the previous
year.  Legal, accounting and audit expenses for the six months
ending August 31, 2009, amounted to C$493,009 compared to C776,895
incurred for the same period in the prior year, even though the
Company experienced significant legal costs due to the unsolicited
bid by Pala.

Stock-based compensation decreased to C$134,066 for the six months
ending August 31, 2009, in comparison to C$1,058,101 for the same
period in the previous year.

Interest expenses increased to C$480,349 for the six months ending
August 31, 2009, compared to C$248,831 for the six months ending
August 31, 2008, mainly due to the use of the credit facility to
maintain working capital.

President and CEO John Bristow commented, "Importantly, there has
been an improvement in both sentiment and prices in the diamond
market.  Rockwell is well positioned to benefit from further
improvements in diamond prices.  The Company has implemented
significant improvements to operating and costs structures in all
parts of its business, and management believes that these will
stand the Company in good stead for the future, providing the
foundation on which to proceed with growth and expansion plans."

The Company reported a net loss of C$2.5 million on revenue of
C$5.9 million for the three month period ending August 31, 2009,
compared to a net loss of C$2.2 million on revenue of
C$9.9 million for the comparable period in the prior year.

                         Balance Sheet

At August 31, 2009, the Company's consolidated balance sheet
showed C$107.7 million total assets, C$33.8 million in total
liabilities, C$1.6 million in non-controlling interest, and
C$72.3 million stockholders' equity.

The Company's consolidated balance sheet at August 31, 2009, also
showed strained liquidity with C$7.8 million in current assets
available to pay C$16.0 million in current liabilities.

A full-text copy of the Company's consolidated financial
statements as of and for the three and six months ended August 31,
2009, are available for free at:

              http://researcharchives.com/t/s?4738

                           Liquidity

At August 31, 2009, the Company had cash and equivalents of
C$866,770 and bank indebtedness of C$3.1 million, for a net
indebtedness of C$2.2 million. The Company also had a working
capital deficit of C$8.2 million, as compared to cash and
equivalents of C$4 million and bank indebtedness of $3.5 million,
for a net indebtedness of C$456,927, and working capital of
C$637,171 at February 28, 2009.  The Company had no long-term debt
at August 31, 2009, other than asset retirement obligations
relating to its Klipdam, Holpan, Wouterspan mines and Saxendrift
operations, and capital lease obligations relating to mining
equipment with three to four year lease agreements.

Cash used in operating activities for the six months ended
August 31, 2009, was C$642,703, compared with cash provided by
operating activities of C$2.2 million for the comparable period in
the previous year.

                          Going Concern

The Company incurred losses of C$6.6 million during the six months
ended August 31, 2009, and continues to incur losses subsequent to
the end of the second quarter.  The Company says that although it
has reduced costs substantially, sales prices of diamonds have
also decreased compared to fiscal 2009.  The risk that cash and
working capital will not be sufficient to fund the continuing
losses indicates that a material uncertainty exists which may cast
substantial doubt on the ability of the Company to continue as a
going concern.  The directors believe that the Company will
continue as a going concern for the next quarter as well as the
fiscal year ending on February 28, 2010.

Based in Vancouver, B.C., Rockwell Diamonds Inc. (TSX:RDI; JSE:
RDI, OTC BB: RDIAF) -- http://www.rockwelldiamonds.com/-- is
engaged in alluvial diamond production with focus on the mining
and development of alluvial diamond deposits that yield high value
gemstones.  The Company is currently active at three alluvial
operations: Holpan, Klipdam, and Saxendrift.  A fourth operation,
Wouterspan, is currently on care and maintenance.


RURAL/METRO OPERATING: Moody's Puts 'Ba3' Rating on $40 Mil. Loan
-----------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to the
proposed senior secured credit facility of Rural/Metro Operating
Company, LLC, a wholly-owned subsidiary of Rural/Metro
Corporation.  Moody's assigned a (P) Ba3 (LGD2, 24%) to the
proposed $150 million term loan and $40 million revolver which
will include a $25 million sub-limit for letters of credit.

Concurrently, Moody's placed the B2 (LGD4, 50%) rating on the
9.875% Senior Subordinated Notes under review for possible
downgrade due to the proposed changes in the capital structure.
Specifically, the proposed refinancing transaction would result in
a significant increase in senior secured debt ahead of the 9.875%
Notes and the removal of the 12.75% Senior Discount Notes from the
capital structure, which had provided significant first loss
cushion to the 9.875% Notes.  If the new $190 million credit
facility closes as proposed and all of the Senior Discount Notes
are tendered for or repaid, Moody's anticipates the 9.875% Sub
Notes would be downgraded to Caa1, in accordance with Moody's Loss
Given Default Methodology.

If the refinancing transactions close as proposed, Moody's would
withdraw the ratings on the existing senior secured credit
facility and the 12.75% Senior Discount Notes, assuming
substantially all the notes are tendered for.  LGD point estimates
are subject to change and all ratings are subject to review of
final documentation.

At the same time, Moody's affirmed Rural/Metro's B2 Corporate
Family Rating and changed the outlook to positive from stable.
The positive outlook reflects reduced refinancing risk as a result
of the proposed transaction and the expectation that leverage and
interest coverage will show further improvements as Rural/Metro
continues to reduce uncompensated care, increase average patient
charge and make repayments on the term loan.  If the company is
not able to complete the refinancing transaction as proposed, the
positive outlook could be at risk.

Following is a summary of Moody's rating actions.

Rural/Metro Operating Company, LLC

* Assigned proposed $40 million senior secured revolving credit
  facility due 2013 (P) Ba3, (LGD2, 24%)

* Assigned proposed $150 million senior secured Term Loan due 2014
  (P) Ba3, (LGD2, 24%)

* Affirmed existing $20 million senior secured revolving credit
  facility due 2010 at Ba2 (LGD1, 9%)

* Affirmed existing $45 million senior secured letter of credit
  facility due 2011 at Ba2 (LGD1, 9%)

* Affirmed existing $56 million senior secured Term Loan B due
  2011 at Ba2 (LGD1, 9%)

* Placed under review for downgrade 9.875% senior subordinated
  notes due 2015, B2 (LGD4, 50%)

Rural/Metro Corporation

* Affirmed 12.75% senior discount notes due 2016 at Caa1 (LGD5,
  88%)

* Affirmed Corporate Family Rating, B2

* Affirmed Probability of Default Rating, B2

The outlook was changed to positive from stable.

The last rating action was on February 12, 2009, when the outlook
was changed to stable from negative.

Rural Metro provides emergency and non-emergency medical
transportation, fire protection, airport fire and rescue and home
healthcare services in 22 states and approximately 400 communities
within the United States.  The services are provided under
contract with government entities, hospitals, healthcare
facilities and other healthcare organizations.  Net revenue for
the twelve months ended June 30, 2009, was approximately
$499 million.


SASY HOLDINGS LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sasy Holdings, LLC
        23020 Wrencrest Drive
        Calabasas, CA 91302

Bankruptcy Case No.: 09-23821

Chapter 11 Petition Date: October 20, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Raymond H. Aver, Esq.
                  Law Offices of Raymond H Aver APC
                  12424 Wilshire Blvd., Ste. 720
                  Los Angeles, CA 90025
                  Tel: (310) 571-3511
                  Fax: (310) 571-3512
                  Email: ray@averlaw.com

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

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

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

The petition was signed by Avraham Shemuelian, manager of the
Company.


SEMGROUP LP: Facing Objections to Plan at Oct. 26 Hearing
---------------------------------------------------------
SemGroup, L.P., and its debtor affiliates will present its Fourth
Amended Plan of Reorganization at a confirmation hearing on
October 26, 2009.

Thirtee additional parties-in-interest, in separate filings, ask
the Court to deny confirmation of the Debtors' Fourth Amended
Plan.

The Commonwealth of Pennsylvania, Department of Revenue asserts
that a default provision should be added in the Plan to ensure
that the Debtors and their successors will remain current in
filing and payment of postpetition and postconfirmation taxes.

Kinder Morgan Interstate Gas Transmission, LLC; Kinder Morgan
Natural Gas Pipeline Company of America; and Natural Gas Pipeline
Company of America; object to the proposed $0 cure amount with
respect to 15 contracts of Kinder Morgan Entities to be assumed
by the Debtors under the Plan.  The Kinder Morgan Entities thus
ask the Court to prohibit any assumption of the Contracts until
the Kinder Morgan Entities are given a 30-day period to resolve
the cure amounts with the Debtors.

Fortis Bank SA/NV and Fortis Capital Corp. say that in the event
the Court approves the settlement agreement they entered with the
Debtors, the Fortis Entities will withdraw their objection and
will accept the Plan.  If the Court disapproves the Settlement
Agreement, the Fortis Entities allege that the Plan (i)
discriminates against them by classifying their lender swap
obligation claims as Lender Deficiency Claims rather than as
General Unsecured Claims, and (ii) deprives Fortis Capital of the
right to recover on its claims against SemCanada Energy Company
and the Canadian guarantors under the swap contracts.

Other parties that have filed objections are Citation Oil & Gas
Corp., Crown Energy Company, Coffeyville Resources Refining &
Marketing, LLC, Jeffrey and Patti B. Rixleben, XTO Energy,
Bominflot Atlantic, L.L.C., Lucky Ace Petroleum LLC, Cardinal
Engineering, Inc., Transcanada Pipelines Limited, and Targa
Liquids Marketing and Trade and Targa Midstream Services Limited
Partnership.

Meanwhile, the Debtors filed with the Court on October 14, 2009,
an exhibit containing a schedule of contracts to be assumed
pursuant to their Fourth Amended Joint Plan of Reorganization.
The Schedule of the Contracts to be assumed is available for free
at http://bankrupt.com/misc/semgroup_oct14contractslist.pdf

Subsequently, the Debtors revised the schedule of contracts to be
assumed under the Plan on October 15, 2009.  The revised schedule
of the Contracts to be assumed is available for free at:

   http://bankrupt.com/misc/semgroup_oct15contractslist.pdf

                    The Fourth Amended Plan

SemGroup filed a fourth amended plan of reorganization to reflect
a settlement with the Official Producers Committee.  The plan is
already supported by the Official Committee of Unsecured Creditors
and the secured lenders.

A full-text copy of the September 25 Plan is available for free
at http://bankrupt.com/misc/semgroup_Sept25Plan.pdf

A full-text copy of the September 25 Disclosure Statement is
available for free at:

          http://bankrupt.com/misc/semgroup_Sept25DS.pdf

                        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 Court Nod to Use Cash Collateral Until Dec. 18
----------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon authorizes SemGroup LP,
on a final basis, to continue to use all cash collateral and
prepetition collateral, as well as the cash collateral in which
the producers assert an interest, securing their prepetition
indebtedness, until the DIP Facility Maturity Date on November 30,
2009.

Pursuant to the DIP Second Extension Amendment Order, the Debtors
will use the Cash Collateral according to an agreed budget for 17
weeks from September 4 to December 18, 2009.  A full-text copy of
the 17-Week Budget is available for free at:

   http://bankrupt.com/misc/semgroup_cashcoll17-weekbudget.pdf

The Debtors will also provide Bank of America, N.A., as
administrative agent for a consortium of lenders, the DIP Lenders
and the Prepetition Secured Lenders with any information relating
to the White Cliffs Project.

                        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: Nov. 30 Extension of DIP Loan Okayed on Final Basis
----------------------------------------------------------------
The Bankruptcy Court authorizes, on an final basis, SemGroup LP
and its units to amend the DIP Credit Agreement with Bank of
America, N.A., as administrative agent for a group of lenders, to,
among others, extend until November 30, 2009, the DIP Maturity
Date.

The relevant terms of the DIP Second Extension Amendment are:

Maturity Date:      November 30, 2009

Events of Default:  The Events of Default will be modified to
                    provide that:

                    (i) it will be an Event of Default and a
                        termination of the right to use Cash
                        Collateral if the Debtors fail to obtain
                        entry of a confirmation order with
                        respect to the Debtors' Third Amended
                        Joint Plan of Reorganization by
                        October 30, 2009; and

                   (ii) will not be an Event of Default if the
                        Chapter 11 case of Eaglwing, L.P., is
                        converted to a Chapter 7 case with prior
                        consent of the BofA.

A full-text copy of the DIP Second Extension Amendment is
available for free at:

  http://bankrupt.com/misc/semgroup_DIP2ndExtensionAgreement.pdf

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in
Dallas, Texas, said the extension was necessary given that the DIP
facility was scheduled to expire on September 30, 2009.  The
Debtors lack sufficient unencumbered funds with which to operate
their businesses on an ongoing basis without postpetition
financing, he asserts.  Absent extension of the DIP Credit
Agreement, the Debtors will be unable to continue to operate their
businesses, thwarting their efforts to successfully reorganize, he
stresses.  More importantly, the DIP Credit Agreement, as amended,
will allow the Debtors to meet all of their administrative
obligations going forward through the confirmation and
consummation of their Chapter 11 Plan, he maintains.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Proposes Settlement Pact With J. Aron
--------------------------------------------------
SemCrude, L.P., its parent, SemGroup, L.P., and certain direct
and indirect subsidiaries of SemGroup, and the Official Committee
of Unsecured Creditors jointly ask the Court to approve a
settlement agreement entered between the Debtors and J. Aron &
Company, and consented to by the Creditors' Committee and Bank of
America, N.A., as administrative agent for a consortium of
lenders.

As previously reported, the Official Committee of Unsecured
Creditors asked the Court to estimate J. Aron's claims at zero
because the claims are remote, speculative and recoverable under
a Trading Agreement between J. Aron and the Debtors.  J. Aron
says that without the Settlement, it would have opposed the
Creditors' Committee's Motion to Estimate.  Thus, to avoid the
costs and time associated with expensive, burdensome, and
protracted litigation regarding (i) an adversary proceeding
initiated by J. Aron against the Debtors, seeking judgment that
its tendering of $89,776,874 as net amount constitutes full
performance under the Trading Agreement; (ii) the Debtors' Motion
to Release $122 million in Escrowed Funds and the Creditors'
Committee's Motion to Estimate J. Aron's Claims; and (iii) other
disputes, the Debtors and J. Aron engaged in good-faith
negotiations ultimately resulting to the Settlement.

The salient terms of the Settlement are:

  (a) upon the occurrence of the Settlement's effective date,
      the Debtors will have full use of the Tendered Funds
      pursuant to Section 542 of the Bankruptcy Code;

  (b) the Debtors, the Reorganized Debtors and the
      Litigation Trust under the Debtors' Fourth Amended Joint
      Plan of Reorganization will be deemed to have released,
      and will be permanently enjoined from any prosecution of
      causes of action in connection with any commodity trades
      by J. Aron with the Debtors, the Trading Agreement or any
      related transactions against J. Aron and its affiliates;

  (c) BofA and the Prepetition Lenders will be deemed
      to have released, and will be permanently enjoined from
      any prosecution or attempted prosecution of causes of
      action arising from any commodity trades by J. Aron
      with the Debtors, the Trading Agreement or any related
      transactions against J. Aron and its affiliates;

  (d) J. Aron will retain a General Unsecured Claim against
      SemGroup, L.P., for any breach of warranty, indemnity, and
      attorneys' fees for which J. Aron would have a Claim
      against SemGroup under the Trading Agreement.  Pursuant to
      the Plan, the Debtors will not have to reserve more than
      an amount equal to the distributions made on account of a
      $10 million Preserved Claim;

  (e) the Debtors and the Reorganized Debtors will cooperate in
      any discovery, including preserving relevant documents and
      making relevant witnesses available with respect to the
      Tender Adversary, Third Party Producer Litigations and
      any other litigation by oil and gas producers against J.
      Aron relating to oil and gas J. Aron purchased from the
      Debtors.  Costs incurred from that discovery are to be
      borne by the parties according to applicable law;

  (f) the Settlement will become effective on the date that is
      the Effective Date of the Plan, provided that the
      Confirmation Order, among others, approves the Settlement,
      amends the Plan to incorporate the Settlement, and
      provides for the Bankruptcy Court to retain jurisdiction
      over all issues related to the Tender Adversary and the
      Third Party Producer Litigations; and

  (g) J. Aron will be deemed to have released, and will be
      permanently enjoined from any prosecution of all Causes of
      Action, if any, in connection with the Prepetition Credit
      Agreement against BofA or the Prepetition Lenders;

If the Settlement becomes effective, and J. Aron elects to
proceed with a J. Aron Contribution, J. Aron will pay to the
Producer Representative cash aggregating $3 million for
distribution solely to the Producers named as defendants in the
Tender Adversary that do not choose to opt out of the proposed
settlement between J. Aron and the Producer Defendants.  The J.
Aron Contribution will be distributed by the Producer
Representative on a pro rata basis only to those Producer
Defendants that do not choose to opt out of the J. Aron Producer
Settlement.  The receipt of any funds from the J. Aron
Contribution will constitute a representation that the
Participating Producer has not assigned its Claims.  In exchange
to the J. Aron Contribution, each Participating Producer will
release and be permanently enjoined from any prosecution of the
J. Aron Released Causes of Action against J. Aron and its
affiliates.

Thomas F. Driscoll III, Esq., at Bifferato LLC, in Wilmington,
Delaware, reminds the Court that litigation of the Tender
Adversary, the Third Party Producer Litigation, and the Potential
Third Party Producer Litigation would be extremely complex and
has already resulted in significant expense, inconvenience, and
delay to the Debtors' reorganization prospects.  Thus, the
Settlement, if approved, will result in a substantial recovery of
assets by the Debtors, which benefit will inure to their
creditors, including the Producers.  Absent the Settlement, the
Debtors' ability to obtain full use of the Tendered Funds would
remain subject to the delay, uncertainty, and risk inherent in
litigation, he insists.  He adds that the J. Aron Contribution
and concomitant Participating Producer Releases, while not a
condition to the Settlement, are important features of the
Settlement and will increase the recoveries to the Participating
Producers.

The Court will consider the Joint Motion to Approve J. Aron
Settlement on October 26, 2009.  Objections are due October 23.

                        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)


SIX FLAGS: Citigroup Discloses 6.4% Equity Stake
------------------------------------------------
In a Schedule 13G filing with the Securities and Exchange
Commission dated October 9, 2009, Douglas Turnbull, assistant
secretary of Citigroup Global Markets Holdings Inc. disclosed
that Citigroup Inc. beneficially owns 14,673 shares of Six Flags
Common Stock, representing 0% based on 97,769,169 shares of
Common Stock issued and outstanding as of June 30, 2009.

Citigroup is composed of these entities:

  -- Citigroup Global Markets Inc.
  -- Citigroup Financial Products Inc.
  -- Citigroup Global Markets Holdings Inc.
  -- Citigroup Inc.

In the same filing, Mr. Turnbull specified that:

* Citigroup Global Markets Inc. doesn't beneficially own any
   shares of Six Flags Common Stock;

* Citigroup beneficially owns 17,611 shares which includes
   shares held by other reporting persons.

                          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: Court OKs Houlihan Lokey as Advisor
----------------------------------------------
Six Flags Inc. and its units have asked the Court for permission
to employ Houlihan Lokey Howard & Zukin Capital, Inc., as their
investment banker and financial advisor nunc pro tunc to the
Petition Date.

The Debtors have proposed to pay Houlihan Lokey on these terms:

  (a) a Monthly Fee of $200,000, wherein 50% of each Monthly Fee
      earned and received by Houlihan Lokey following the sixth
      month will be credited against the Restructuring
      Transaction Fee;

  (b) reimbursement of all reasonable out-of-pocket expenses,
      including (i) reasonable fees of Houlihan Lokey's counsel,
      and (ii) reasonable disbursements of Houlihan Lokey's
      documented travel expenses, duplicating charges, computer
      charges, messenger services and long-distance telephone
      calls;

  (c) upon the date of confirmation of a plan of reorganization,
      a Restructuring Fee equal to $7,500,000.

The Creditors' Committee, filed an objection, saying the Court
should deny pre-approval of a $7,500,000 Transaction Fee to be
paid to Houlihan in the event of confirmation of any
reorganization plan regardless of Houlihan's role and regardless
of what distributions will be made under that Plan.  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, in Wilmington,
Delaware, says the Debtors' Plan is unconfirmable.  Furthermore,
the Creditors' Committee anticipates to sponsor an alternative
plan the Creditors' Committee expects to be confirmed, thereby
making uncertain Houlihan's role in the confirmed Plan.

The Debtors ask the Court to overrule the Creditors Committee's
objection to employ Houlihan Lokey, Howard and Zukin Capital,
Inc., as Financial Advisors and Investment Bankers, contending
that the terms of Houlihan Lokey's proposed employment are
reasonable, and the firm's Transaction Fee is well within the
market range.

In support of the Debtors' application to employ Houlihan Lokey,
Daniel J. DeFranceschi, Esq., at Richards, Layton and Finger,
P.A., in Wilmington, Delaware, relates that the Debtors' proposed
employment of the firm satisfies the requirement of
reasonableness standards of Section 330 of the Bankruptcy Code.

Moreover, Mr. DeFranceschi says the Debtors and Houlihan Lokey
have agreed that the United States Trustee for the District of
Delaware may review, pursuant to Section 330, Houlihan Lokey's
Transaction Fee of $7,500,000, eliminating the need for the
Creditors' Committee to perform the review.

Upon consideration of the Debtors' employment application and
related pleadings, Judge Sontchi approved the Application and
authorized the Debtors to employ Houlihan Lokey as their
financial advisor and investment banker effective nunc pro tunc
the Petition Date.

Judge Sontchi also gave authority to the United States Trustee
and the Creditors' Committee to review Houlihan Lokey's
Transaction Fee, but not the Monthly Fees in the event these fees
are credited against the Transaction Fee, pursuant to the
reasonableness Standards of Section 330 of the Bankruptcy Code.

Further, Judge Sontchi ruled that the number of hours spent by
Houlihan Lokey's personnel during its engagement or during any
given monthly period should not be the sole factor in itself as
to the reasonableness of the Transaction Fee or the Monthly Fee.

                          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: Gets Court Nod to Settle New Orleans Issues
------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Six Flags Inc. and its units obtained approval of a
settlement agreement and release among the Debtors, the Industrial
Development Board of the City of New Orleans, Louisiana, Inc.,
and the City of New Orleans.

Further, Judge Sontchi directed the City of New Orleans or the
Industrial Development Board of the City of New Orleans to pay
all outstanding fees and expenses of The Bank of New York Mellon
as trustee pursuant to the Indenture of Trust dated August 1,
2002 between the IDB, as issuer and BNYM, as trustee.

On August 23, 2002, Debtor SFJ Management Inc., the tenant, and
the New Orleans IDB entered into a Lease Agreement with respect
to Six Flags New Orleans, which lease was guaranteed by Six
Flags.  In addition, the Parties entered into various other
related agreements, including, but not limited to, the Master
Agreement by and among SFJ, Six Flags, the City of New Orleans,
the New Orleans IDB, and Jazzland, Inc., dated August 23, 2002,
and the Intercreditor, Payment Priority, Lien Priority,
Subordination and Non Disturbance Agreement, dated August 23,
2002.  In addition to the leased premises, a Debtor owns fee
simple title to parcels of undeveloped land located within close
proximity of the park.

In 2005, Six Flags New Orleans was severely damaged as a result
of Hurricane Katrina and thereafter was unable to open for
business.  As of August 22, 2009, although the Debtors continue
to make monthly rental payments as set forth in the Lease
Agreement, Six Flags New Orleans has not reopened.

The City alleges that the Debtors are liable for certain damages
under the Lease Agreement and Related Agreements in connection
with SFJ's failure to reopen Six Flags New Orleans and repair
damage incurred by the hurricane.  On May 12, 2009, the City
obtained a Temporary Restraining Order from the Civil District
Court for the Parish of Orleans prohibiting Six Flags from
removing any exhibits, rides or other assets at the site, as well
as requiring SFJ to provide additional security at the former
park.  On May 22, 2009, the City filed a civil action against SFJ
currently pending in the United States District for the Eastern
District of Louisiana, Civ. Action No. 09-3631.

To resolve all disputes between the parties, Six Flags, SFJ and
the City entered into the "Term Sheet Agreement" setting forth
the terms of the Settlement.  Upon the Court's approval of the
Motion and the terms of the Term Sheet, the parties will enter
into a final Settlement Agreement, substantially in accordance
with the terms of the Term Sheet.

The principal provisions of the Settlement are:

(1) The Lease Agreement and the Related Agreements will be
     deemed terminated;

(2) SFJ will vacate and deliver the leased premises to the
     City including improvements, in their current condition,
     "as is;"

(3) Within 35 days of the Court's final approval of the
     Settlement, Six Flags will make a cash payment to the City
     in the amount of $3,000,000;

(4) The Debtors will transfer to the City fee simple title in
     and to the Adjacent Parcels subject to Permitted Liens, as
     defined in the Term Sheet;

(5) The City will be entitled to receive 25% of any net
     insurance proceeds received by the Debtors with respect to
     its insurance claim for property damage caused by Hurricane
     Katrina to the extend the Debtors' recovery exceeds
     $65,000,000;

(6) The City will enter a stipulation dismissing, with
     prejudice, the action pending in the United States District
     Court for the Eastern District of Louisiana, Civ. Action
     No. 09-3631, and dissolving the Temporary Restraining Order
     from the Civil District Court for the Parish of New
     Orleans; and

(7) The Parties will enter into a mutual general release of all
     claims.  The City will not file any proof of claim or
     otherwise assert any entitlement to relief in these Chapter
     11 Cases.

The settlement, according to Zachary I. Shapiro, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, allows
the Debtors' estate to avoid costly and uncertain litigation by
fully resolving the City's potential claims under the Lease
Agreement.  Absent a settlement, the Debtors would expend
considerable time and money to litigate, with no guarantee that
the Debtors would prevail, or achieve a better result than
available under the Settlement, Mr. Shapiro contends.

A full-text copy of the Term Sheet Agreement is available for
free at http://bankrupt.com/misc/SixF_IDB_settlementagreement.pdf

                          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).


SOUTH COLLINS: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: South Collins Investments, Inc.
           dba Chevron Mart
        5700 S. Collins St.
        Arlington, TX 76018

Bankruptcy Case No.: 09-46609

Chapter 11 Petition Date: October 20, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Michael P. ODonnell, Esq.
                  3450 Hulen Street
                  Fort Worth, TX 76107-6142
                  Tel: (817)732-7590
                  Fax: (817)732-8903
                  Email: nfable@aol.com

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

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

According to the schedules, the Company has assets of $1,034,441,
and total debts of $1,678,604.

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/txnb09-46609.pdf

The petition was signed by Ned Pacer, president of the Company.


SPRINT NEXTEL: Signs Deal to Acquire iPCS Inc. for $831-Mil.
------------------------------------------------------------
iPCS, Inc., and Ireland Acquisition Corporation, with its parent,
Sprint Nextel Corporation, on October 18, 2009, entered into an
Agreement and Plan of Merger pursuant to which, among other
things, Ireland Acquisition will commence a tender offer to
acquire all of iPCS's outstanding shares of common stock, par
value $0.01 per share, at a price of $24.00 per share in cash,
subject to required withholding taxes and without interest.  The
Merger Agreement also provides that following the consummation of
the Offer, the Purchaser will be merged with and into the Company
with the Company surviving the merger as a wholly owned subsidiary
of Parent.  At the effective time of the Merger, all remaining
outstanding Shares not tendered in the Offer, will be converted
into a cash amount of $24.00 per share on the terms and conditions
set forth in the Merger Agreement.

Sprint Nextel's unit will acquire iPCS for $831 million, including
$405 million of iPCS' net debt.

The Merger Agreement provides that IAC will commence, and Sprint
Nextel will cause IAC to commence, the Offer no later than
October 28, 2009.  Upon the consummation of the Offer, each Share
accepted by IAC in accordance with the terms of the Offer will be
exchanged for the right to receive the Offer Price.  The
Purchaser's obligation to accept for payment and pay for all
Shares validly tendered pursuant to the Offer is subject to (i)
the condition that the number of Shares validly tendered and not
withdrawn represents at least a majority of the total number of
Shares outstanding on a fully diluted basis and (ii) the
satisfaction or waiver of other customary closing conditions as
set forth in the Merger Agreement, including the receipt of
necessary regulatory approvals (including the expiration or
termination of the Hart-Scott-Rodino waiting period).  The initial
expiration date of the Offer will be 20 business days following
the commencement of the Offer. If all of the conditions to the
consummation of the Offer are not satisfied or waived upon the
scheduled expiration date of the Offer, the Purchaser may, and, if
requested by the Company, the Purchaser will, extend the Offer;
however the Purchaser will not be obligated to extend the Offer
beyond January 31, 2010, unless, as of such date, all of the
conditions to the consummation of the Offer are satisfied or
waived other than any condition relating to the receipt of certain
regulatory approvals, in which case, the Outside Date will be
March 15, 2010.

iPCS has granted IAC an irrevocable option, which IAC, subject to
certain conditions, may exercise up to five business days after
the consummation of the Offer, to purchase such number of newly
issued Shares at the Offer Price such that, when added to the
Shares already owned by Sprint Nextel and IAC and their affiliates
at the time of such exercise, constitutes one Share more than 90%
of the total number of Shares outstanding on a fully diluted
basis.  If IAC acquires more than 90% of the outstanding Shares,
in the Offer or through exercise of the Top-Up Option, it will
complete the Merger through the "short form" procedures available
under Delaware law, which would not require the Company to hold a
meeting of its stockholders to vote on the adoption of the Merger
Agreement.

Upon the consummation of the Offer, (i) each outstanding stock
option under the Company's equity incentive plans, whether vested
or unvested, will be canceled, and in exchange each holder thereof
will receive at the effective time of the Merger an amount in cash
equal to the excess (if any) of the Offer Price over the exercise
price per Share, multiplied by the number of Shares subject to
such stock option and (ii) each share of restricted stock under
the Company's equity incentive plans that is outstanding shall
become fully vested.

In addition, effective upon the consummation of the Offer, the
Purchaser will be entitled to designate a number of directors,
rounded up to the next whole number, on the Company's board of
directors equal to the product of (i) the total number of
directors on the Company's board of directors and (ii) the
percentage that the number of Shares beneficially owned by Parent
or the Purchaser bears to the number of Shares then outstanding;
however, Parent, the Purchaser and the Company shall use their
reasonable best efforts to ensure that after the consummation of
the Offer, at least two independent directors currently serving on
the Company's board of directors shall continue to be on the
Company's board of directors until the effective time of the
Merger.

The Merger Agreement contains customary representations and
warranties by the Company, the Purchaser and Parent. The Merger
Agreement also contains customary covenants and agreements,
including with respect to the operation of the business of the
Company and its subsidiaries between the signing of the Merger
Agreement and the closing of the Merger, restrictions on the
solicitation of alternative acquisition proposals by the Company,
governmental filings and approvals, and other matters. The Company
is permitted to enter into discussions with a third party that
makes an unsolicited proposal with respect to an alternative
transaction so long as certain terms and conditions are met,
including that the Company's board of directors makes a
determination that such proposal is reasonably likely to lead to a
proposal for a transaction that is more favorable to the Company's
stockholders than the Offer and the Merger.

The Merger Agreement provides certain termination rights for the
Company, the Purchaser and Parent, including in the event that the
Offer shall not be consummated by the Outside Date. In connection
with the termination of the Merger Agreement under specified
circumstances, the Company will be required to pay Parent a
termination fee equal to $12,500,000.

As inducement Sprint Nextel to enter into the Merger Agreement,
certain officers, directors and principal stockholders of the
Company have agreed to tender their shares of the Company in
connection with the Offer and to vote in favor of the Merger
pursuant to a Stockholders Agreement, dated October 18, 2009,
entered into with Parent.  In addition, such Tendering
Stockholders have agreed, subject to certain exceptions, to
refrain from disposing of their shares of the Company and
soliciting alternative acquisition proposals to the Offer and the
Merger.

In connection with the Merger Agreement, Parent, WirelessCo L.P.,
Sprint Spectrum L.P., SprintCom, Inc., Sprint Communications
Company, L.P., Nextel Communications, Inc., PhillieCo L.P. and APC
PCS LLC also entered into a Settlement Agreement and Mutual
Release, dated October 18, 2009.  Under the terms of the
Settlement Agreement, the Sprint Parties and the iPCS Parties have
agreed to stay all pending litigation between them, subject to
certain conditions, and not to sue each other during the pendency
of the transactions contemplated by the Merger Agreement, subject
to certain exceptions.  The stays of litigation and covenants not
to sue will terminate if the Merger Agreement is terminated or if
the Offer is not closed within the time period allowed by the
Merger Agreement and the party seeking to terminate the Merger
Agreement is unable to do so due to a court order or injunction
that prevents termination.  In addition, under the terms of the
Settlement Agreement, effective upon the closing of the Merger,
the Sprint Parties and the iPCS Parties will release each other
from all claims, except those arising under or relating to a
breach of the Merger Agreement or the Settlement Agreement, and
will jointly file all such documents that are necessary to effect
the dismissal with prejudice of all court orders and pending
lawsuits between the Sprint Parties and the iPCS Parties.

                           About iPCS Inc.

iPCS Inc. is a holding company that operates as a PCS Affiliate of
Parent through three wholly owned subsidiaries, iPCS Wireless,
Inc., Horizon Personal Communications, Inc. and Bright Personal
Communications Services, LLC, each having its own affiliation
agreements with Parent. Pursuant to these affiliation agreements
with Parent, the Company offers digital wireless personal
communications services using Parent's spectrum under the Sprint
brand name on a wireless network built and operated to Parent's
specifications at the Company's expense.  The Company owns and is
responsible for operating, managing and maintaining its wireless
network.

iPCS has assets totaling $553,866,000 against debts aggregating
$588,308,000 as of June 30, 2009.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.

                  About Sprint Nextel Corporation

Sprint Nextel Corporation is a communications company offering a
comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses and government subscribers.
Sprint Nextel is the third largest wireless communications company
in the United States based on the number of wireless subscribers.
Sprint Nextel is also one of the largest providers of wireline
long distance services and one of the largest carriers of Internet
traffic in the nation.

Following the October 2009 announcement to acquire iPCS, Moody's
Investors Service affirmed Sprint Nextel Corp.'s Ba1
corporate family rating and negative outlook and placed iPCS,
Inc.'s ratings under review for possible upgrade in connection
with Sprint's announced plans to acquire iPCS for approximately
$831 million, including assumption of $405 million net debt.

Standard & Poor's Ratings Services said that its rating on
Overland Park, Kansas-based wireless carrier SprintNextel Corp.
(BB/Negative/--) is not affected by the company's definitive
agreement to acquire iPCS Inc.


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: Bruce A. Markell

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.


SQUIRES MOTEL: Court Dismisses "New Debtor Syndrome" Case
---------------------------------------------------------
WestLaw reports that the bad-faith filing of a Chapter 11 petition
by the debtor-limited liability company and the unlikelihood that
the debtor would be able to propose a confirmable plan warranted
the dismissal of the case.  There was no equity in the debtor's
properties to protect its mortgagee, who, except for taxing
authorities, was the debtor's only true creditor.  Moreover, the
mortgagee, which would be prejudiced by any delay, had indicated
that he would not vote for any plan that did not pay him the full
amount of the judgments of foreclosure previously obtained as to
the properties in state court, which would preclude plan
confirmation, especially if, due to the property taxes priming the
mortgages, the mortgagee became the estate's largest unsecured
creditor.  In re Squires Motel, LLC, --- B.R. ----, 2009 WL
2984171 (Bankr. N.D.N.Y.) (Davis, J.).

Southside Storage, LLC, a non-debtor entity related to Squires
Motel, LLC, owns approximately 30 properties in the Broome County
area, six of which were transferred to Squires Motel, LLC, on the
eve of its bankruptcy filing (Bankr. N.D.N.Y. Case No. 09-61416)
on May 20, 2009.  According to the Debtor's lawyers, Southside
transferred the properties to the Debtor to enable "those
particular distressed properties to reorganize efficiently and
without disturbing the operations of the remaining properties and
dragging unrelated creditors needlessly into a bankruptcy
proceeding."  Judge Davis says that this example of what's been
referred to by other courts as the "new debtor syndrome" is a
prima facie showing that Squires' petition was filed in bad faith.


STANT PARENT: Holdings Files Amended Schedules of Assets & Debts
----------------------------------------------------------------
Stant Holding Corporation, a debtor-affiliate of Stant Parent
Corp., filed with the U.S. Bankruptcy Court for the District of
Delaware its amended schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $51,186,099
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $87,325,199
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $12,125,751
                                 -----------      -----------
        TOTAL                    $51,186,099      $99,450,950

Stant Corp. is headquartered in Connersville, Indiana, and has
facilities in Pine Bluff, Arkansas, Mexico, China, and the Czech
Republic.  Founded in 1898, Stant has earned its reputation for
quality and innovation in the automotive industry.  Stant is
recognized as the world's leading supplier of automotive and
industrial fuel, oil and radiator caps, fuel vapor control valves
and thermostats for both the original equipment markets and the
automotive aftermarket.

Stant Corp. and five affiliated companies filed for Chapter 11
bankruptcy protection on July 27, 2009 (Bankr. D. Del 09-12647).
Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, serve as the Debtors'
counsel.  In its petition, Stant Corp. listed $50 million to $100
million in debts against $50 million to $100 million in assets.


STANT PARENT: Milestone Deadline under DIP Facility on Oct. 24
--------------------------------------------------------------
Stant Parent Corp. and its units have obtained an Oct. 24, 2009
extension of its "milestone deadline" under its DIP financing
agreement with lenders.  The extension was set forth in a
stipulation which extended the deadline for the third time.

As reported in the Troubled Company Reporter on Aug. 13, 2009,
the Debtors will use the proceeds of any loans and financial
accommodations under the DIP financing, the cash collateral for
the operations of the Debtors' business.

                  Salient Terms of DIP Financing

Borrowers:          The Debtors

Agent:              GMAC Commercial Finance, LLC

Lenders:            GMAC Commercial Financial, LLC, RBS Citizens,
                    National Assciation, ING Capital LLC, and the
                    HUntington National Bank

Commitment:          not to exceed $11,000,000

Milestone Deadline:  The date which is the earlier of (a)
                     October 30, 2009; (b) closing of the sale
                     of all or substantially all of the Borrowers'
                     assets; (c) the date that is 10 days after
                     the Bankruptcy Court's order approving the a
                     sale of all or substantially all of the
                     Borrowers' assets; and (d) the occurrence of
                     an event of default.

The liens and superpriority claims will be subject and subordinate
to the carve-out.

As adequate protection, the Debtors will grant the lenders
security interest in all of their owned and acquired property.
Additionally, the lenders will be granted replacement liens.

                        About Stant Parent

Stant Corp. is headquartered in Connersville, Indiana, and has
facilities in Pine Bluff, Arkansas, Mexico, China, and the Czech
Republic.  Founded in 1898, Stant has earned its reputation for
quality and innovation in the automotive industry.  Stant is
recognized as the world's leading supplier of automotive and
industrial fuel, oil and radiator caps, fuel vapor control valves
and thermostats for both the original equipment markets and the
automotive aftermarket.

Stant Corp. and five affiliated companies filed for Chapter 11
bankruptcy protection on July 27, 2009 (Bankr. D. Del 09-12647).
Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, serve as the Debtors'
counsel.  In its petition, Stant Corp. listed $50 million to $100
million in debts against $50 million to $100 million in assets.


STANT PARENT: Court OKs Sale of All Assets to Vapor Acquisition
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Stant Parent Corp. and its debtor-affiliates to:

   -- sell substantially all of their assets to Vapor Acquisition
      Corp., free and clear of all liens, claims, encumbrances and
      interests; and

   -- assume and assign certain executory contracts and unexpired
      leases to the purchaser.

As reported in the Troubled Company Reporter on Aug. 14, 2009,
Vapor Acquisition agreed to buy the Debtors' assets in exchange
for the assumption of all amounts under the debtor-in-possession
facility, senior prepetition loans, and liabilities.

In a document filed with the Court, Roberta A. DeAngelis, U.S.
Trustee for Region 3, pointed out, "the stalking-horse bidder is
an affiliate of H.I.G. Capital and the majority shareholder of the
Debtors"  According to the U.S. Trustee, the Debtors has 920,001
shares of common stock.  Of this total, 744,907 shares, or 80.97%,
are held by H.I.G. Capital or its affiliates -- H.I.G. Stant IV
LLC, Stant Partners and Vapour Investors LLC.  An affiliate of
H.I.G. Capital has obtained a majority participation the proposed
DIP facility.  At the first day hearing held on July 29, 2009,
representative of the Debtors and H.I.G. Capital disclosed the
amount of the participation as $6 million out of a proposed
$11 million DIP facility, the U.S. Trustee pointed out.

"The aggregate consideration for the sale and transfer of the
acquired assets will be an estimated $81 million," the U.S.
Trustee added.

Expenses incurred by the Debtors and the Committee after the
closing date and in aid of seeking confirmation of the Plan of
Reorganization will be funded through a wind-down fund of no more
than $250,000 pursuant to a wind-down budget to be agreed upon by
the purchaser, the Debtor's senior prepetition agent, as agent and
a DIP lender, the Debtor and the Committee.

                        About Stant Parent

Stant Corp. is headquartered in Connersville, Indiana, and has
facilities in Pine Bluff, Arkansas, Mexico, China, and the Czech
Republic.  Founded in 1898, Stant has earned its reputation for
quality and innovation in the automotive industry.  Stant is
recognized as the world's leading supplier of automotive and
industrial fuel, oil and radiator caps, fuel vapor control valves
and thermostats for both the original equipment markets and the
automotive aftermarket.

Stant Corp. and five affiliated companies filed for Chapter 11
bankruptcy protection on July 27, 2009 (Bankr. D. Del 09-12647).
Sandra G.M. Selzer, Esq., and Scott D. Cousins, Esq., at Greenberg
Traurig, LLP, in Wilmington, Delaware, serve as the Debtors'
counsel.  In its petition, Stant Corp. listed $50 million to $100
million in debts against $50 million to $100 million in assets.


STARTRANS INC: Files Schedules of Assets and Liabilities
--------------------------------------------------------
StarTrans Inc. delivered to the U.S. Bankruptcy Court for
the South Carolina its schedules of asset and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property           $27,920,880
  C. Property Claimed as
     Exempt
  D. Creditors Holding                            $36,783,590
     Secured Claims
  E. Creditors Holding                               $638,620
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,108,252
                                 -----------      -----------
        TOTAL                    $27,920,880      $39,530,463

Based in Holly Hill, South Carolina, StarTrans Inc. filed for
Chapter 11 protection on Oct. 5, 2009 (Bankr. D. S.C. Case No.
09-07468).  In its petition, the Debtor listed both assets and
debts between $10 million and $50 million.


STARTRANS INC: Pushes to Sell Non-cash Assets for $24 Million
-------------------------------------------------------------
StarTrans Inc. asks the U.S. Bankruptcy Court for the District of
South Carolina for authority to sell non-cash assets, including
the assumption and assignment of certain executory contracts, to
Trimac Dry Bulk Group Inc. for $24,995,657.

Under the transaction, the Debtors agreed to pay $2,821,955, from
the sale proceed, to its secured lender in exchange for the
release of all claims by lenders to their collateral.

Based in Holly Hill, South Carolina, StarTrans Inc. filed for
Chapter 11 protection on Oct. 5, 2009 (Bankr. D. S.C. Case No.
09-07468).  In its petition, the Debtor listed both assets and
debts between $10 million and $50 million.


STARTRANS INC: Wants to Hire McCarth Law as Counsel
---------------------------------------------------
StarTrans Inc. asks the U.S. Bankruptcy Court for the District of
South Carolina for authority to employ McCarthy Law Firm LLC as
its counsel for all bankruptcy related matters.

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

The Debtor assures the Court that the firm does not represent
an interest adverse to the Debtor or its estate, and is a
"disinterested person" within the meanin of Section 101(14) of
the Bankruptcy Code.

Based in Holly Hill, South Carolina, StarTrans Inc. filed for
Chapter 11 protection on Oct. 5, 2009 (Bankr. D. S.C. Case No.
09-07468).  In its petition, the Debtor listed both assets and
debts between $10 million and $50 million.


STRATEGIC RESOURCE: Provides Default Statuts Report
---------------------------------------------------
Strategic Resource Acquisition Corporation is providing this bi-
week default status report in accordance with National Policy 12-
203 - Cease Trade Orders for Continuous Disclosure Defaults.

In its initial default announcement of December 31, 2008, the
Company announced that it will not be filing its audited financial
statements for its fiscal year ended September 30, 2008, and its
management's discussion and the annual information form before the
prescribed deadline of December 29, 2008.

Due to Strategic not filing its Annual Required Financials, the
Ontario Securities Commission issued a temporary management cease
trade order, which imposed restrictions on all trading in and all
acquisitions of the securities of the Company by the Chief
Executive Officer and the Chief Financial Officer of the Company.

Strategic on September 18, 2009, filed their annual financial
statements for the year ended September 30, 2008, and the related
management discussion and analysis.  On September 23, 2009,
Strategic filed the 1st Quarter unaudited financial statements and
management discussion and analysis for the period ended
December 31, 2008, and on September 30, 2009, filed the 2nd
Quarter unaudited financial statements and management discussion
and analysis for the period ended March 31, 2009, and on
October 21, 2009, filed the 3rd Quarter unaudited financial
statements and management discussion and analysis for the period
ended June 30, 2009.  With the aforementioned filings the Company
is now up to date with its continuous disclosure obligations as
required by National Instrument 51-102 other than the AIF which is
under review.

                     About Strategic Resource

Strategic Resource Acquisition Corp. (NEX BOARD:SRZ.H) is a
Toronto-based mining company focused on zinc projects in
Tennessee.

Strategic Resources filed for Chapter 11 on Jan. 15, 2009 (Bankr.
M.D. Tenn. Case No. 09-00392).  B. Gail Reese, Esq., at
Wyatt, Tarrant & Combs, LLP, represents the Debtor in its
restructuring effort.  According to the petition, assets are
between $500,000 and $1,000,000 and debts are between $50,000,000
and $100,000,000.


SUNRISE SENIOR: Annual Stockholders' Meeting on November 18
-----------------------------------------------------------
The 2009 annual meeting of stockholders of Sunrise Senior Living,
Inc., will be held at the Hilton McLean, 7920 Jones Branch Drive,
McLean, Virginia on Wednesday, November 18, 2009 at 9:00 a.m.,
local time, for these purposes:

     (1) to elect six directors;

     (2) to ratify the appointment of Ernst & Young LLP as the
         Company's independent registered public accounting firm
         for the Company's fiscal year ending December 31, 2009;
         and

     (3) to transact such other business as may properly come
         before the meeting or any adjournments or postponements
         of the meeting.

The Board's nominees for election as directors are Glyn F. Aeppel,
Thomas J. Donohue, David I. Fuente, Stephen D. Harlan, J. Douglas
Holladay and William G. Little.

The Board of Directors has fixed the close of business on
September 25, 2009, as the record date for the determination of
stockholders entitled to notice of and to vote at the annual
meeting and any adjournments or postponements of the annual
meeting.  Accordingly, only stockholders of record at the close of
business on that date are entitled to notice of and to vote at the
annual meeting and any adjournments or postponements of the annual
meeting.  However, all stockholders are cordially invited to
attend the annual meeting.

In the event that there are not sufficient votes to constitute a
quorum at the time of the annual meeting, the annual meeting may
be adjourned or postponed to permit further solicitation of
proxies by the Company.

                   Amendment to Credit Facility

As reported by the Troubled Company Reporter, on October 19, 2009,
Sunrise entered into a Thirteenth Amendment to its Credit
Agreement, dated as of December 2, 2005, with lender parties and
Bank of America, N.A., as administrative agent and in its capacity
as Swingline Lender and letter of credit issuer.  The Amendment,
among other matters, extends the maturity date of the Credit
Agreement from December 2, 2009, to December 2, 2010, and provides
that the current aggregate commitments of roughly $92 million
(before giving effect to the $6 million principal repayment
discussed below) will be permanently reduced by any future
principal repayments or cancellations of letters of credit.

The Amendment also (i) provides that the principal payments
previously due on October 31, 2009 and November 30, 2009 are no
longer due; (ii) modifies the minimum liquidity covenant under the
Credit Agreement to require that not less than $10 million of
unrestricted cash be on hand on the last day of each month
(subject to a 15-day cure period) through the Extended Maturity
Date; and (iii) modifies a covenant restricting Sunrise's ability
to dispose of real estate, improvements or material assets of
Sunrise or its subsidiaries, to permit the disposition of certain
assets as long as 50% of the net sales proceeds are allocated to
the Lenders.

The sale of 21 wholly owned assisted living communities to an
affiliate of Brookdale Senior Living Inc. was conditioned upon
receiving consent to the transaction from the requisite Lenders
under the Credit Agreement by October 19, 2009.  In connection
with the Amendment, the requisite Lenders under the Credit
Agreement consented to the sale of the BLC Properties and Sunrise
agreed to make the BLC Closing Payment to the Administrative Agent
for the benefit of the Lenders on the BLC Closing Date.  Sunrise
also agreed to deposit on the BLC Closing Date $20 million of the
proceeds from the BLC Properties sale into a collateral account
held by and pledged to the Administrative Agent for the benefit of
the Lenders.  The requisite Lenders under the Credit Agreement
consented to the use of such BLC Additional Proceeds and the
disposition of various properties by the Company for the purpose
of settling claims of other creditors of the Company.

On the BLC Closing Date, Sunrise shall (a) make a $25 million
principal repayment to the Lenders and (b) either cause the return
of letters of credit in the aggregate face amount of roughly $3.7
million or make an additional principal repayment of roughly $3.7
million to the Lenders.  If the BLC Closing Date has not occurred
by June 30, 2010, Sunrise shall, on July 1, 2010, either (a) make
a payment equal to the BLC Closing Payment to the Lenders or (b)
(i) make a $5 million principal repayment to the Lenders, (ii) pay
a $1 million additional extension fee and (iii) either (1) grant
mortgage liens junior in lien priority only to existing mortgages
in 15 of the BLC Properties plus one additional property to the
Administrative Agent, for the ratable benefit of the Lenders, or
(2) if the requisite consents from existing mortgagees cannot be
obtained for the granting of such mortgage liens, grant the
Administrative Agent, for the ratable benefit of the Lenders, a
perfected first priority pledge of, and security interest in, 100%
of the equity interests in the entities owning such 16 properties.

If the BLC Closing Date has not occurred by December 31, 2009,
Sunrise shall commence good faith best efforts on January 4, 2010
to obtain the required approvals of the existing mortgagees of
such 16 properties to the grant of the junior mortgage liens to
the Administrative Agent, for the ratable benefit of the Lenders.
On the first business day of each of June 2010, August 2010 and
October 2010, Sunrise shall make a $1.5 million principal
repayment to the Lenders, provided that Sunrise's balance of
unrestricted cash on deposit with the Administrative Agent as of
the last day of the immediately preceding month is not less than
$30 million.

In connection with the execution of the Amendment, Sunrise made a
$6 million principal repayment to the Lenders, and agreed to pay
the Lenders an amendment fee of $500,000, of which $250,000 was
paid upon the execution of the Amendment. The remaining $250,000
will be paid on the earlier to occur of (a) the BLC Closing Date
and (b) January 4, 2010.

As of October 19, 2009, after the $6 million repayment, Sunrise
had outstanding borrowings of roughly $62.9 million under the
Credit Agreement and outstanding letters of credit of roughly
$23.1 million.

From time to time, Sunrise has had customary commercial banking
relationships with certain of the Lenders under the Credit
Agreement, including other commercial lending and banking
arrangements. In addition, Sunrise has engaged and may in the
future engage, from time to time, one or more of the Lenders or
their affiliates to provide investment banking and other advisory
and financial services to Sunrise.

A full-text copy of the Credit Agreement Amendment is available at
no charge at http://ResearchArchives.com/t/s?4745

Members of the lending consortium are:

     * BANK OF AMERICA, N.A., As Administrative Agent; as a
       Lender, L/C Issuer and Swing Line Lender in its own right
       and as successor by merger to LaSalle Bank National
       Association;

     * PNC BANK NATIONAL ASSOCIATION, as a Lender, in its own
       right and as successor by merger to Farmers & Merchants
       Bank;

     * WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender;

     * MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender in its
       own right and as successor by merger to First Horizon Bank,
       formerly a division of First Tennessee Bank, N.A.;

     * CHEVY CHASE BANK, A DIVISION OF CAPITAL ONE, N.A.; and

     * HSBC BANK USA, N.A., as a Lender

                        Bankruptcy Warning

Sunrise Senior Living said it has no borrowing availability under
its bank credit facility, and it has significant scheduled debt
maturities in 2009 and significant long-term debt that is in
default.  Sunrise is endeavoring to extend debt maturity dates,
re-finance debt and obtain waivers from applicable lenders.  It is
engaged in discussions with various venture partners and third
parties regarding the sale of certain assets with the purpose of
increasing liquidity and reducing obligations to enable the
Company to continue operations.  Sunrise expects that its cash
balances and expected cash flow are sufficient to enable it to
meet operating obligations through December 2, 2009.  If it is not
able to achieve these objectives, it will not have sufficient
financial resources to meet financial obligations and it could be
forced to seek reorganization under the U.S. Bankruptcy Code.

As of June 30, 2009, the Company had $1.14 billion in total assets
and $1.09 billion in total liabilities.  Sunrise had $37.0 million
and $29.5 million of unrestricted cash at June 30, 2009 and
December 31, 2008, respectively.  As of June 30, 2009, Sunrise and
its consolidated subsidiaries had debt of $614.5 million, of which
$99.1 million of debt is scheduled to mature in 2009, along with
$69.2 million of draws on the Bank Credit Facility.  Long-term
debt that is in default totals $360.4 million, including
$190.2 million of debt that is in default as a result of the
failure to pay principal and interest to the lenders of Sunrise's
German communities, and $170.2 million of debt that is in default
as a result of Sunrise's failure to meet certain financial
covenants.

                    About Sunrise Senior Living

Sunrise Senior Living, Inc., a McLean, Va.-based company --
http://www.sunriseseniorliving.com/-- employs roughly 40,000
people.  As of June 30, 2009, Sunrise operated 415 communities in
the United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of roughly 42,750 units.  Sunrise offers a
full range of personalized senior living services, including
independent living, assisted living, care for individuals with
Alzheimer's and other forms of memory loss, as well as nursing and
rehabilitative services.  Sunrise's senior living services are
delivered by staff trained to encourage the independence, preserve
the dignity, enable freedom of choice and protect the privacy of
residents.


TAVERN ON THE GREEN: NY City Claims Ownership of Name
-----------------------------------------------------
New York City filed a complaint against Tavern on the Green LP in
the Bankruptcy Court, to claim rights of the name to the Debtor's
famed restaurant in New York's Central Park.

According to Christopher Scinta at Bloomberg News, the city asked
for a judgment canceling the federal trademark registration for
the name obtained by the operators in 1981, or an order assigning
the trademark to the city.

Tavern on the Green LP has asked for a temporary restraining order
in U.S. Bankruptcy Court that would allow it to delay turnover of
the lease of its popular restaurant in Central Park, for 90 days
after January 1, 2010.  In August, New York awarded the lease for
20 years starting Jan. 1 to restaurateur Dean Poll, who runs the
Boathouse Restaurant in Central Park.

Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park. Tavern on the Green, the
second-highest grossing restaurant in the U.S. last year, was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.

The Company filed for Chapter 11 on September 9, 2009 (Bankr.
S.D.N.Y. Case No. 09-15450).  It listed assets and debts of as
much as $50 million each.


TETON ENERGY: JPMorgan-Led Lenders Extend Forbearance to Nov. 6
---------------------------------------------------------------
Effective as of October 16, 2009, Teton Energy Corporation entered
into a letter agreement with JPMorgan Chase Bank, N.A., as
administrative agent, and each of the financial institutions
identified therein amending the Third Amendment to the Second
Amended and Restated Credit Agreement and Forbearance Agreement
which was entered into effective as of August 26, 2009.

Under the terms of the Letter Agreement:

     (a) Section 2.1 of the Letter Agreement was amended by
         replacing each reference to "October 16, 2009" to
         "November 6, 2009" so that the amended Section reads as:

          "2.1 Forbearance. Upon and subject to the terms and
          conditions hereof, the Administrative Agent and the
          Lenders agree to forbear from exercising their rights
          and remedies as a result of the Specified Defaults [the
          Company's failure to repay the Borrowing Base Deficiency
          of $8,484,296 on August 25, 2009] under the Loan
          Documents, including any rights or remedies arising
          thereunder pursuant to applicable law, to (i) accelerate
          the outstanding principal balance of the Loans and (ii)
          commence foreclosure proceedings under the Security
          Instruments, during the period from the Amendment
          Effective Date to and including the earlier of (a) the
          occurrence of any Default or Event of Default other than
          the Specified Defaults, or (b) 5:00 p.m., November 6,
          2009 (Dallas, Texas time) (the "Forbearance Period").
          Upon the earlier of the occurrence of any Default or
          Event of Default other than the Specified Defaults, or
          November 6, 2009, the Administrative Agent's and the
          Lenders' agreement herein to forbear from exercising
          such rights and remedies available to them shall
          immediately terminate, and the Administrative Agent and
          the Lenders shall immediately be entitled to exercise
          any and all rights and remedies available to them,
          individually or collectively, under the Loan Documents,
          at law or in equity or otherwise, including, without
          limitation, the right (without prior notice or
          opportunity to cure of any kind) to accelerate the
          Loans, exercise rights of offset over all accounts of
          the Borrower and its Subsidiaries, commence foreclosure
          proceedings and/or seek the appointment of a receiver."

     (b) The Lenders agreed that the Company's financial
         statements for the quarter ended September 30, 2009, will
         be due to the Administrative Agent and each Lender no
         later than November 30, 2009.

The Company, from time to time, enters into commodity hedge
agreements to mitigate a portion of the potential exposure to
adverse market changes in the prices of oil and natural gas, with
JPMorgan Chase.  There are no other material relationships between
the Company or its affiliates and JPMorgan Chase or the lenders,
other than in respect to the Third Amendment, as amended.

A copy of the Letter Agreement amending Third Amendment to Second
Amended and Restated Credit Agreement and Forbearance Agreement is
available at no charge at http://ResearchArchives.com/t/s?4748

Members of the lending consortium are:

     * JPMORGAN CHASE BANK, N.A., as Administrative Agent and a
       Lender;

     * ROYAL BANK OF CANADA, as Syndication Agent and a Lender;

     * GUARANTY BANK AND TRUST COMPANY, as a Lender;

     * U.S. BANK NATIONAL ASSOCIATION, as a Lender

The Troubled Company Reporter said on October 9 the Company
intends to continue to work with the holders of the Debentures
towards a more permanent solution, however, there can be no
assurance that the Company will be successful in doing so, in
which case the Company may, among other options, be required to
seek protection under the United States Bankruptcy Code.

                         About Teton Energy

Teton Energy Corporation -- http://www.teton-energy.com/-- is an
independent oil and gas exploration and production company focused
on the acquisition, exploration and development of North American
properties.  The Company's current operations are concentrated in
the prolific Rocky Mountain and Mid-continent regions of the U.S.
Teton has leasehold interests in the Central Kansas Uplift,
eastern Denver-Julesburg Basin in Colorado and the Big Horn Basin
in Wyoming.  Teton is headquartered in Denver, Colorado.

The Company's balance sheet at June 30, 2009, showed total assets
of $60.00 million, total liabilities of $50.90 million and
stockholders' equity of about $9.10 million.


TIGER PACIFIC: Completes Forbearance and Loan Transaction
---------------------------------------------------------
Tiger Pacific Mining Corp. says it has completed its forbearance
and loan transaction with a director, a related party and a third
party.

Pursuant to the transaction, (i) the lenders extended the time for
repayment of existing indebtedness due to the lenders totalling
$592,165.63 until after two months from Tiger Pacific's
reinstatement on either the NEX exchange or the TSX Venture
Exchange; and (ii) the lenders agreed to lend an additional $3,000
to Tiger Pacific at 10 per cent per annum due on demand after two
months from the reinstatement.

Tiger Pacific on October 7 announced it has entered into a
forbearance and loan agreement with a director, a related party
and a third party.

Under the terms of the Agreement, (i) the Lenders agreed to extend
the time for repayment of existing indebtedness due to the Lenders
totaling $592,1656 until after two months from Tiger Pacific's
reinstatement on either the NEX Exchange or the TSX Venture
Exchange; and (ii) the Lenders agreed to lend an additional $3,000
to Tiger Pacific at 10% per annum due on demand after two months
from the Reinstatement.

Tiger Pacific will close the transaction as soon as possible
following receipt of NEX approval.  Tiger Pacific considers any
abridging of time requirements necessary and reasonable in the
circumstances because the new loans are de minimus in amount and
are required immediately to meet its ongoing financial
obligations, and the granting of security is a pre-condition to
the new loans.

In addition, Tiger Pacific has entered into a general security
agreement with the Lenders in respect of the above indebtedness
and its advisors for unpaid fees.

Tiger Pacific is a mining company engaged in the exploration and
development of metals and minerals.


TIMOTHY CORCORAN: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Timothy J. Corcoran
               Lisa A. Corcoran
               Po Box 3169
               Gilbert, AZ 85299

Bankruptcy Case No.: 09-26495

Chapter 11 Petition Date: October 20, 2009

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

Debtors' Counsel: Robert M. Cook, Esq.
                  Law Offices of Robert M. Cook PLLC
                  219 W Second St
                  Yuma, AZ 85364
                  Tel: (928) 782-7771
                  Fax: (928) 782-7778
                  Email: robertmcook@yahoo.com

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

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

According to the schedules, the Company has assets of $4,467,255,
and total debts of $3,996,901.

A full-text copy of the Debtors' petition, including a list of
their 19 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/azb09-26495.pdf

The petition was signed by the Joint Debtors.


TISHMAN SPEYER: Moves Closer to Default After Losing Court Ruling
-----------------------------------------------------------------
Tishman Speyer Properties LP and its partners moved closer to
defaulting on $3 billion in loans they used to purchase
Manhattan's largest apartment complex after a New York court ruled
that the owners illegally raised rents on thousands of tenants,
according to a report by Oshrat Carmiel and Patricia Hurtado at
Bloomberg News.

As widely reported, the New York Court of Appeals in Albany ruled
October 22 the rent increase on about 4,350 apartments at the
Stuyvesant Town-Peter Cooper Village complex violated the law
because it was built with city assistance and the owners received
tax breaks.

"In the lawsuit, nine plaintiff-tenants of Peter Cooper Village
and Stuyvesant Town, two adjoining Manhattan apartment complexes
comprising 110 buildings and occupying roughly 80 acres between
14th and 23rd Streets along the East River contend that defendants
Tishman Speyer Properties, L.P., and PCV ST Owner LP, and
Metropolitan Insurance and Annuity Company and Metropolitan Tower
Life Insurance Company, the current and former owners of the
properties, respectively, were not entitled to take advantage of
the luxury decontrol provisions of the Rent Stabilization Law
(RSL)1 while simultaneously receiving tax incentive benefits under
the City of New York's J-51 program," the court wrote.  "We
agree."

According to Bloomberg, the Albany court ruling upheld a decision
by a lower appeals court in Manhattan.  That Manhattan court ruled
in March that Tishman and the prior owner, MetLife Inc.,
wrongfully deregulated the apartments by raising the rents because
of a sale of the property in 2006.

"Bondholders potentially face a billion dollar loss, which would
be the largest loss in CMBS history," Steve Kuritz, senior vice
president at credit rating company Realpoint LLC, said in an
interview with Bloomberg. "It's a huge blow for Tishman and the
bondholders here.  Obviously that's going to substantially limit
the income growth that was the basis for the loan."

The court ruling "likely pushes the mortgage one step closer to
default," Aaron Bryson, an analyst at Barclays Capital, said in an
e-mail to Bloomberg.

The property now has a market value of about $1.99 billion and New
York-based Tishman and partners including BlackRock Realty LP owe
more to bondholders than the complex is worth, Kuritz said in a
recent report on the property.

The group bought the 80-acre, 11,200-unit developments for
$5.4 billion in 2006, near the top of the U.S. property market,
with plans to remodel and raise the cost of rent-regulated units
to market rates.  Soon after, the global credit crisis and the
recession hit, constraining the group's ability to raise rents.
Expenses to convert units were also higher than anticipated,
Standard & Poor's said in a report in October 2008.

A copy of the Albany court decision is available at:

            http://researcharchives.com/t/s?474c

Three judges concurred with the decision.  Two judges dissented.

The case is Roberts v. Tishman Speyer Properties LP, No. 131, New
York Court of Appeals (Albany).

                       About Tishman Speyer

Tishman Speyer Properties lays claim to two of the most famous
slices of the Big Apple -- New York City's Chrysler Building and
Rockefeller Center. The property company invests in, develops,
and/or operates commercial real estate.  Other well known holdings
include Berlin's Q 205 project (the first post-reunification
development in the city's center) and Chicago's Franklin Center
(one of the city's largest office properties).  The company owns
or has developed more than 115 million sq. ft. in Asia, Europe,
South America, and the US since it was founded in 1978. The
company also has projects in India, China, and Brazil, and owns
some 92,000 residential units around the world.


TOUSA INC: Banks Seek Stay of Fraudulent Transfer Judgment
----------------------------------------------------------
The first- and second-lien lenders of Tousa Inc. are asking the
Bankruptcy Court for a stay pending appeal from the Oct. 13 ruling
that a $500 million loan was a fraudulent transfer as to the Tousa
subsidiaries that pledged their assets while receiving minimal
benefit from the loan.  The lenders have scheduled an Oct. 26
hearing for their request.

Citicorp North America NA, the agent for the first-lien lenders,
asks Bankruptcy Judge John K. Olson to grant the stay without
requiring a bond because there is no risk of default.

In the alternative, Citicorp requests, pursuant to Rule 7062, that
the Court fix the amount of the supersedeas bond to be posted to
effectuate a stay as of right.  Although not binding on the Court,
the Southern District of Florida's local rules provide that "[a]
supersedeas bond staying execution of a money judgment shall be in
the amount of 110% of the judgment." S.D. Fla. Local R. 62.1(A).
Thus, if the Court requires a bond as a condition to staying the
judgment, Citicorp says the Court should grant the instant motion
pursuant to Rule 62(d) requiring each lender to post a bond in an
amount no greater than 110% of its individual portion of the
judgment, with such bond to be posted within 30 days.

As reported by the TCR on Oct. 15, 2009, Judge John K. Olson of
the U.S. Bankruptcy Court for the Southern District of Florida has
held that the loans Citicorp North America, as administrative
agent, and certain prepetition lenders extended to TOUSA Inc. and
its affiliates barely six months before the Petition Date were
fraudulent transfers.

TOUSA, Inc. caused certain of its subsidiaries to borrow in July
2007 from certain lenders (i) a $200 million first lien term loan
with Citicorp, as administrative agent under the parties' credit
agreement, and (ii) a $300 million second lien term loan with
Citicorp as administrative agent, as subsequently replaced by
Wells Fargo Bank.  To secure the Loans, the lenders were granted
liens on substantially all of TOUSA's assets.  The proceeds of the
Loans were used to settle a litigation initiated by Senior
Transeastern Lenders against TOUSA and its subsidiary, TOUSA Homes
LP, that arose from the default on debt incurred to finance the
Transeastern Joint Venture, a business venture that TOUSA
undertook in 2005.  Certain of TOUSA's affiliates, otherwise
referred to as the "Conveying Subsidiaries," which were not
defendants in the Transeastern litigation and were not liable to
the entities that financed the Transeastern Joint Venture,
nonetheless incurred liabilities and granted liens to secure the
resolution of TOUSA Inc.'s liabilities as their parent company.

In the Adversary Complaint the Official Committee of Unsecured
Creditors initiated in July 2008 against Citicorp, Wells Fargo and
the Senior Transeastern Lenders, the Committee sought (1) to avoid
and recover $500 million in liens granted pursuant to the July
2007 Loan Transaction; (2) to recover $420 million paid in cash to
prior lenders to other Debtors whose loans were paid out as part
of the same loan transaction in which the challenged liens were
granted; and (3) to avoid as preferential the grant of a security
interest in a $207 million tax refund which was perfected less
than 90 days before the Debtors' petitions were filed.

With respect to the first lien lenders, the Court ordered the
disgorgement by the first lien lenders of "any and all
principal, interest, costs, expenses and other fees or amounts
paid to, for the benefit of, or on behalf of, the First . . . Lien
Lenders or in respect of the First . . . Lien Lenders' asserted
claims or obligations against the Conveying Subsidiaries' estates.
According to Citicorp, the payments on the loan obligation subject
to the disgorgement order include the paydown amount of
$70,884,588, plus other amounts which continue to be calculated,
included but not limited to interest payments made pursuant to the
First Lien Term Loan.  The Court set October 23, 2009 as the
deadline to file an accounting of the amounts to be disgorged
subject to the disgorgement order.

A full-text copy of Judge Olson's 182-page Findings of Fact and
Conclusions of Law dated October 13, 2009, is available for free
at http://bankrupt.com/misc/TOUSA_JudgeOlsonOct13Findings.pdf

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRICOM SA: Set to Exit Chapter 11 After Plan Gets OK
----------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York on October 21 entered an order
confirming the prepackaged reorganization plan of Tricom S.A.,
Tricom U.S.A. Inc. and other affiliates.

The financial plan was approved by 99.95% of creditors that cast
their vote.  With the ratification of the plan, and after the
conclusion of the implementation phase in the Dominican Republic,
which includes, among other actions, INDOTEL's (Instituto
Dominicano de Las Telecomunicaciones) approval of the Plan, the
former creditors will become the new shareholders of the company,
changing their debt for shares, and substantially eliminating all
non-secured debts, which totaled over US$500 million.

"This invaluable vote of confidence in the future of our company,
due to our excellent performance over the last four years, is
something never seen before in our country," said Mr. Hector
Castro Noboa, Tricom's CEO.

Mr. Castro Noboa continued, "During the years in which the
restructuring process took place, Tricom has invested over US$160
million, and today marks the beginning of a new stage which will
allow us to fulfill our long-term investment plans. We will ensure
Tricom is at the head of the competitive pack and poised to
develop a new technological infrastructure.

"We greatly thank our customers, both residential and corporate,
as well as the passion and commitment of our employees, for the
confidence placed in our company during this process," said
Mr. Castro Noboa.

A status conference will be held December 17, 2009, at 10:00 a.m.
EST., when the Debtors will report on their progress in satisfying
the conditions precedent to the occurrence of the effective date
of the Plan.

                         Terms of the Plan

Upon the effective date of the plan, Credit Suisse and other
lenders will receive new secured debt in the aggregate principal
amount of $25,529,781.  Holders of "Unsecured Financial Claims"
will receive their pro rata share of 10 million shares of Holding
Company Stock to be issued by Holding Company, a new entity to be
formed that will own at a minimum approximately 97% of the equity
of Tricom and, directly or indirectly, approximately 97% of the
equity of TCN Dominicana, S.A., and Tricom USA.

All of the Debtors' secured and general unsecured creditors are
expected to recover 100%, and Unsecured Financial Creditors are
expected to get between 22% and 27%, under the Plan.

A full-text copy of the Plan, as amended October 19, is available
for free at:

      http://bankrupt.com/misc/Tricom_Oct09_Plan.pdf

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

      http://bankrupt.com/misc/Tricom_Oct09_DS.pdf

                         About Tricom SA

Tricom, S.A., was incorporated in the Dominican Republic on
January 25, 1988, as a Sociedad Anonima.  Tricom is one of the
pre-eminent full service communications services providers in
the Dominican Republic.  Headquartered in Santo Domingo, Tricom
offers local, long distance, and mobile telephone services,
cable television and broadband data transmission and Internet
services, which are provided to more than 729,000 customers.

Tricom's wireless network covers about 90% of the Dominican
Republic's population.  Tricom's local service network is 100%
digital.  The company also owns interests in undersea fiber-optic
cable networks that connect and transmit telecommunications
signals between Central America, the Caribbean, the United States
and Europe.

Tricom USA, Inc., a wholly owned subsidiary of Tricom, was
incorporated in Delaware in 1992, and at that time was known as
Domtel Communications.  A name change was effected in 1997 and
Domtel Communications formally became Tricom USA, Inc.  Tricom USA
originates, transports and terminates international long-distance
traffic using switching stations and other telecommunications
equipment located in New York and Florida.

Tricom S.A. and its U.S. affiliates filed for Chapter 11
protection on February 29, 2008 (Bankr. S.D.N.Y. Case No.
08-10720). The Debtors' legal advisors are Morrison & Foerster LLP
and their financial advisors are FTI Consulting, Inc. Kurtzman
Carson Consultants serves as claims and notice agent. An ad hoc
committee consisting of certain holders of Unsecured Financial
Claims is represented by Manatt, Phelps & Phillips LLP, as legal
advisors, and Chanin Capital Partners, as financial advisors. .
Affiliates of Tricom's largest shareholders are represented by
White & Case LLP, as legal advisors, and Broadspan Capital LLC, as
financial advisors.

When the Debtors' filed for protection from their creditors, they
listed total assets of US$327,600,000 and total debts of
US$764,600,000.


TROY ELEVATOR: Propose Bradshaw Fowler sa General Counsel
---------------------------------------------------------
Troy Elevator Inc. asks the U.S. Bankruptcy Court for the Southern
District of Iowa for permission to employ Bradshaw, Fowler,
Proctor & Fairgrave PC as its general reorganization counsel.

The firm has agreed to, among other things:

   a) advise and assist the debtor with respect to compliance wit
      the requirements of the United States Trustee;

   b) advise the Debtor regarding matters of bankruptcy law,
      including the rights and remedies of the Debtor with regard
      to its assets and with respect to the claims of creditors;
      and

   c) represent the Debtor in any proceedings or hearings in the
      Bankruptcy Court and in any action other court where the
      Debtor's right under the Bankruptcy Code may be litigated or
      affected.

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

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

Based in Bloomfield, Iowa, Troy Elevator, Inc., filed for Chapter
11 protection on September 30, 2009 (Bankr. S.D. Iowa Case No.
09-04785).  In its petition, the Debtor listed assets between
$10 million and $50 million, and debt between $1 million and
$10 million.


TXCO RESOURCES: Creditors Agree to Two More Weeks Exclusivity
-------------------------------------------------------------
TXCO Resources Inc. has obtained creditors' support for a November
12 extension of its exclusive period to file a Chapter 11 plan,
Bloomberg News' Bill Rochelle reported.

TXCO met opposition from the Official Committee of Unsecured
Creditors the last time it filed a request for an extension of its
plan filing deadline.  The Committee, Bloomberg relates, was
voicing opposition to a stranglehold the second-lien term loan
lenders allegedly held over the case from the looming maturity of
the $100 million loan.

                       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: Enters into Funding Agreement with SkyWest
----------------------------------------------------
SkyWest, Inc., announced that it has reached an agreement with
United Air Lines, Inc., that provides operational funding to
United, extends the current code-sharing relationship between
SkyWest Airlines, Inc., a wholly-owned subsidiary of SkyWest and
creates the opportunity to develop a new relationship with
Atlantic Southeast Airlines, Inc., another wholly-owned subsidiary
of SkyWest.

Under the terms of the various agreements executed between SkyWest
Airlines and United, SkyWest Airlines extended to United a secured
term loan in the original principal amount of $80 million.  The
term loan bears interest at a rate of 11%, with a ten-year
amortization period.  The term loan is secured by certain ground
equipment and airport slot rights held by United.  SkyWest
Airlines also agreed to defer certain amounts otherwise payable to
SkyWest Airlines under the existing United Express Agreement.  The
maximum deferral amount is $49 million and any amounts so deferred
accrue a deferral fee of 8%, payable weekly. United's right to
defer such payments is scheduled to terminate in ten years.

The agreements executed between SkyWest Airlines and United
extend SkyWest Airlines' existing rights to operate 40 regional
jet aircraft under the United Express Agreement until the end of
their current lease terms, which is an average of 8.4 years.
ASA will begin operating as a United Express carrier starting in
the first quarter of 2010.  All of the 13 regional jets are
intended to be in operations by May of 2010.  SkyWest anticipates
that ASA will operate these aircraft under a capacity purchase
agreement, for five years, and it is anticipated that they will
be compensated in similar fashion to the SkyWest Airlines current
agreement.

"This transaction is indicative of a productive and cooperative
relationship and partnership between United and SkyWest," said
Bradford R. Rich, SkyWest's Executive Vice President and CFO.  He
continued, "This is an opportunity to utilize the strengths of
both companies to create value for both of us."

SkyWest will answer questions and provide more detail regarding
these arrangements during its third quarter conference call, which
is scheduled for November 5, 2009.

                        About SkyWest

SkyWest Airlines, based in St. George, Utah, and ASA, based in
Atlanta, Georgia, are wholly owned subsidiaries of SkyWest, Inc.
SkyWest Airlines operates as United Express, Delta Connection and
Midwest Connect carriers under contractual agreements with United
Airlines, Delta Air Lines and Midwest Airlines.  ASA operates as a
Delta Connection carrier under a contractual agreement with Delta
Air Lines.  System-wide, SkyWest, Inc. serves a total of
approximately 207 cities in the United States, Canada, Mexico and
the Caribbean, with approximately 2,355daily departures.  This
press release and additional information regarding SkyWest, Inc.
can be accessed at http://www.skywest.com/

                        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: Provides Financial Projections for 4th Quarter
--------------------------------------------------------
UAL Corp, the holding company of United Air Lines, Inc., filed
with the U.S. Securities and Exchange Commission on October 20,
2009, an investor update related to its financial and operational
outlook for the fourth quarter of 2009.

                          Capacity

Kathryn A. Mikells, senior vice president and chief financial
officer of UAL, discloses that the fourth quarter consolidated
available seat miles are estimated to be down 3.2% to 4.2% year-
over-year.   She says that full year 2010 mainline ASMs are
expected to be down 0.5% to 1.5% and consolidted ASMs are
estimated to be down 0.5%.

                       Non-Fuel Expense

UAL expects mainline non-fuel price, including the
impact of cash settled hedges, to be $2.06 per gallon for both
the fourth quarter 2009 and the full year 2009.

                           Fuel Expense

UAL expects mainline fuel price, including the impact of cash
settled hedges, to be $2.20 per gallon for the third quarter and
$2.07 per gallon for the full year.  Ms. Mikells says that UAL
previously posted cash collateral with its fuel hedge
counterparties and this collateral will be used to cover hedge
losses as contract settle.

                    Non-Operating Income/Expense

Ms. Mikells explains that a portion of UAL's total fuel hedge
impact is recorded as non-operating expense, with the rest
recorded as fuel expense.  Based on October 14, 2009, closing
forward prices, UAL anticipates to recognize $35 million of cash
losses on settled hedge contracts reported in non-operating
expenses in the fourth quarter.  Excluding hedge impacts, Ms.
Mikells relates that non-operating expense is estimated to
be $145 million to $155 million for the fourth quarter and
$550 million for the full year.

                        Income Taxes

Ms. Mikells discloses that because of its net operating loss
carry-forwards, UAL expects to pay minimal cash taxes for the
future and is not recording incremental tax benefits at this
time.  UAL also expects an effective tax rate of 0% for the
fourth quarter of 2009 and full year 2009.

             Capital Spending and Scheduled Debt
                and Capital Lease Payments

Ms. Mikells says that of the planned $300 million in capital
expenditures for 2009, $70 million will be spent in the fourth
quarter.  UAL expects scheduled debt and capital lease payments
of $215 million for the fourth quarter of 2009.

               Fuel Hedge Positions and Collateral

For the fourth quarter 2009, UAL has hedged 55% of its estimated
consolidated fuel consumption at an average price of $75 per
barrel.  Ms. Mikells discloses that UAL has hedged 43% of
estimated consumption at an average price of $63 per barrel,
excluding the legal positions put in place in 2008.  She adds
that for the full year 2010, UAL has hedged 16% of its estimated
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.

UAL's estimated settled hedge impacts at certain crude oil
prices, based on the hedge portfolio as of October 14, 2009, are:

                   Cash Settled
  Crude Oil Price   Hedge Impact                 4Q09    FY09
  ---------------   ------------                 ----    ----
$100 per Barrel  Mainline Fuel
                 Price Excluding
                 Hedge($/gal)                $2.64   $1.94
                 Impact to Fuel
                 Expense($/gal)             ($0.29)  $0.19
                 Impact to Non-
                 Operating Expense
                 ($ millions)                 $13M   $228M

$90 per Barrel   Mainline Fuel
                 Price Excluding
                 Hedge($/gal)                $2.40   $1.89
                 Impact to Fuel
                 Expense ($/gal)            ($0.17)  $0.21
                 Impact to Non-
                 Operating Expense
                 ($ millions)                 $21M   $236M

$80 per Barrel   Mainline Fuel
                 Price Excluding
                 Hedge($/gal)                $2.17   $1.83
                 Impact to Fuel
                 Expense($/gal)             ($0.06)  $0.24
                 Impact to Non-
                 Operating Expense
                 ($ millions)                 $30M   $245M

$75.18 per       Mainline Fuel
Barrel           Price Excluding
                 Hedge($/gal)                $2.05   $1.80
                 Impact to Fuel
                 Expense($/gal)              $0.01   $0.26
                 Impact to Non-
                 Operating Expense
                 ($ millions)                 $35M   $250M

$70 per Barrel   Mainline Fuel
                 Price Excluding
                 Hedge ($/gal)               $1.93   $1.78
                 Impact to Fuel
                 Expense($/gal)              $0.05   $0.27
                 Impact to Non-
                 Operating Expense
                 ($ millions)                 $39M   $254M

$60 per Barrel   Mainline Fuel
                 Price Excluding
                 Hedge ($/gal)               $1.69   $1.72
                 Impact to Fuel
                 Expense($/gal)              $0.15   $0.29
                 Impact to Non-
                 Operating Expense
                 ($ millions)                 $48M   $263M

$50 per Barrel   Mainline Fuel
                 Price Excluding
                 Hedge($/gal)                $1.45   $1.66
                 Impact to Fuel
                 Expense($/gal)              $0.20   $0.30
                 Impact to Non-
                 Operating Expense
                 ($ millions)                 $56M   $271M

A full-text copy of UAL's Investor Update is available for free
at http://ResearchArchives.com/t/s?4729

                      Third Quarter Results

As reported by the TCR on October 21, 2009, UAL Corporation
(Nasdaq: UAUA) 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.

             UAL Corporation and Subsidiary Companies
         Unaudited Statement of Consolidated Operations
              Three Months Ended September 30, 2009
                          (In Millions)

Operating revenues:
Passenger - United Airlines                          $3,267
Passenger - Regional Affiliates                         844
Cargo                                                   125
Other operating revenues                                197
                                                  ----------
Total Operating Expenses                               4,433

Operating expenses:
Aircraft fuel                                         1,064
Salaries and related costs                              954
Regional affiliates                                     775
Purchased services                                      279
Aircraft maintenance materials and outside repairs      253
Landing fees and other rent                             226
Depreciation and amortization                           220
Distribution expenses                                   145
Aircraft rent                                            88
Cost of third party sales                                59
Other impairments and special items                      43
Other operating expenses                                239
                                                  ----------
Total Operating Expenses                               4,345

Earnings from operations                                  88

Other income (expense):
Interest expense                                       (146)
Interest income                                           3
Interest capitalized                                      3
Miscellaneous, net                                      (10)
                                                  ----------
                                                        (150)

Loss before income taxes
and equity in earnings of affiliates                    (62)

Income tax expense (benefit)                              (4)
                                                  ----------

Loss before equity in earnings of affiliates             (58)
Equity in earnings of affiliates, net of tax               1
                                                  ----------
NET LOSS                                                ($57)
                                                  ==========

             UAL Corporation and Subsidiary Companies
              Statements of Consolidated Cash Flows
              Three Months Ended September 30, 2009
                         (In Millions)

Cash flows provided (used) by operating activities:      $56

Cash flows provided (used) by investing activities:
Net sales of short-term investments                       -
Additions to property, equipment and deferred software  (60)
Decrease in restricted cash                             (57)
Proceeds from asset sale-leaseback                       41
Proceeds from litigation on advance deposits              -
Proceeds from the sale of property and equipment         31
Other, net                                                2
                                                  ----------
                                                         (43)
                                                  ----------

Cash flows provided (used) by investing activities:
Repayment of Credit Facility                             (9)
Repayment of other debt                                (229)
Special distribution to common shareholders               -
Principal payments under capital leases                 (26)
Decrease in capital lease deposits                        -
Increase in deferred financing costs                     (5)
Proceeds from issuance of long-term debt                187
Proceeds from the issuance of common stock               27
Other, net                                                1
                                                  ----------
                                                         (54)
                                                  ----------

Increase (decrease) in cash and cash equivalents
during the period                                       (41)
Cash and cash equivalents at beginning of the period   2,566
                                                  ----------
Cash and cash equivalents at end of the period        $2,525
                                                  ==========

Trading of UAL's common stock rose 8.8% at $7.90 per share in
line with UAL's narrower loss for this quarter, according to an
October 21, 2009, report by The Wall Street Journal.

                        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: Reports September 2009 Traffic Results
------------------------------------------------
United Air Lines, Inc., reported its preliminary consolidated
traffic results for September 2009.  The company reported a
September consolidated passenger load factor of 81.2 percent.
Total consolidated revenue passenger miles (RPMs) decreased in
September by 1.1 percent on a consolidated capacity decrease of
3.7 percent in available seat miles (ASMs) compared with the same
period in 2008.

                                 2009        2008   Percent
                                 Sept.       Sept.    Change
                                 -----       -----   -------

Revenue passenger miles ('000)
North America                4,484,005   4,772,889     (6.1%)
Pacific                      1,811,378   1,717,447      5.5%
Atlantic                     1,606,269   1,667,518     (3.7%)
Latin America                  191,086     209,723     (8.9%)
Total International          3,608,733   3,594,688      0.4%
Total Mainline               8,092,737   8,367,577     (3.3%)
Regional Affiliates          1,155,076     985,745     17.2%
Total Consolidated           9,247,813   9,353,322     (1.1%)

Available seat miles ('000)
North America                5,445,645   5,918,285     (8.0%)
Pacific                      2,291,510   2,298,651     (0.3%)
Atlantic                     1,868,738   1,981,231     (5.7%)
Latin America                  255,534     306,033    (16.5%)
Total International          4,415,782   4,585,915     (3.7%)
Total Mainline               9,861,426  10,504,200     (6.1%)
Regional Affiliates          1,530,288   1,321,787     15.8%
Total Consolidated          11,391,714  11,825,987     (3.7%)

Load factor
North America                    82.3%       80.6%   1.7 pts
Pacific                          79.0%       74.7%   4.3 pts
Atlantic                         86.0%       84.2%   1.8 pts
Latin America                    74.8%       68.5%   6.3 pts
Total International              81.7%       78.4%   3.3 pts
Total Mainline                   82.1%       79.7%   2.4 pts
Regional Affiliates              75.5%       74.6%   0.9 pts
Total Consolidated               81.2%       79.1%   2.1 pts

Revenue passengers boarded ('000)
Mainline                         4,425       4,852     (8.8%)
Regional Affiliates              2,132       1,900     12.2%
Total Consolidated               6,557       6,752     (2.9%)

Cargo ton miles ('000)
Freight                        131,174     134,226     (2.3%)
Mail                            14,672      22,904    (35.9%)
Total Mainline                 145,846     157,130     (7.2%)

                          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: United MEC Selects Wendy Morse as Chairman
----------------------------------------------------
Captain Wendy Morse, a 24-year veteran of United Air Lines, Inc.,
and a long-time representative of the pilots of United Airlines,
was elected Chairman of the United Master Executive Council of the
Air Line Pilots Association.

Captain Garry Kravit, another long-time aviator and ALPA
volunteer, was elected Vice Chairman.  Captain Joseph Genovese
was reelected Secretary/Treasurer.

The new slate of officers will begin their two-year term on
January 1, 2010.

Captain Morse, a 777 Captain based in Chicago, replaces Captain
Steve Wallach, who will complete his term as Chairman on
December 31.

"While there is a change in leadership, there is no change in our
collective resolve to bring about industry-leading career
security, wages and working conditions," said Captain Morse.

"It has been my privilege to have served the United pilot group
faithfully for the past 21 months," said Captain Wallach, a 30
year veteran of United.

Certain analysts say that the election of Ms. Morse as Chairman
of United MEC could mean that the pilots have realized that their
confrontational stance against United is not getting anywhere,
Businessweek reported on October 14, 2009.  Other analysts see it
as a sign of discontent among pilots with respect to the past
union leadership' initiatives in dealing with United during tough
contract negotiations, Businessweek added.

                          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


UNIVERSAL ENERGY: Converts Remaining Debt Into Common Shares
------------------------------------------------------------
During the Annual Meeting held on August 25, 2009, the
stockholders of Universal Energy Corp. approved an amendment to
the Company's Articles of Incorporation to increase the number of
authorized shares of common stock, par value $0.0001 per share, of
the Company to 100,000,000,000 shares.

On October 6, 2009, the Company announced that on September 30,
the Company automatically converted the outstanding principal
balance and interest amount of all of the Company's remaining debt
into shares of the Company's common stock at the applicable
conversion price on September 30, 2009.  Management took this
action to ensure the Company's ongoing viability as an operating
company and to protect the interests of the Company's
stakeholders.

As of October 20, 2009, the Company has 91,866,398,784 shares
issued and outstanding.

On September 1, 2009, Universal Energy was served with a verified
complaint captioned Roswell Capital Partners, LLC, as Collateral
Agent; BridgePointe Master Fund Ltd. vs. Universal Energy Corp.;
Universal Explorations Corp.; UT Holdings, Inc.; Universal Energy
Services Corp; and John Does 1-10.  The Complaint, which was filed
in the United States District Court for the Southern District of
New York, relates to the investment made BridgePointe during 2007
in convertible debentures of the Company.  The Debentures are
secured by certain assets of the Company and its subsidiaries.

In the lawsuit, BridgePointe alleges certain events of default by
the Company including failure to pay the "Monthly Redemption
Amounts" when due during 2009 and the failure to authorize and
reserve a sufficient number of shares of common stock as required
by the debenture agreements.

Under the terms of certain Debenture agreements, the Company is
obligated to maintain an adequate number of shares for debt
conversions.  On February 5, 2009, the Company notified its debt
holders that the authorized share limit had been reached and it
would begin the process, as defined in the Debenture agreements,
to attempt to authorize more shares.

The Company was unable to begin this process immediately, as it
wished to do, as the financial statements were being reviewed by
the Securities and Exchange Commission.  The financial information
of a company, and the accompanying financial statements, are an
integral and required component of a proxy statement.  As the
review related to potential material misstatements in the
financial statements of the company, the Company was unable to
file a preliminary proxy statement until the completion of their
review.  The SEC review which began on December 31, 2008 was
completed on March 31, 2009.

Subsequent to the completion of the SEC review of the financial
statements, the Company filed a preliminary proxy on April 30,
2009 to increase the number of authorized shares. On May 6, 2009,
the Company was informed by the SEC that its proxy was being
reviewed and filing a definitive proxy until that review was
complete would not be allowed. The review was completed on August
25, 2009.  Upon completion of the review, the Company filed its
definitive proxy on August 26, 2009 and set the meeting day for
September 23, 2009. At the stockholder meeting, the number of
authorized shares was increased.

On September 21, 2009, the Company received a three-week extension
of time to respond to the complaint filed by BridgePointe.  The
response was due October 12.

On September 24, 2009, the Company received a conversion notice
from BridgePointe in the amount of $40,000 on their unsecured
convertible debenture due April 30, 2010.

On September 30, 2009, the Company paid the "Monthly Redemption
Amounts" due totaling $1,644,692.77 in principal and $144,437.37
in interest, under the senior secured convertible debentures with
14,909,417,833 shares of the Company's common stock.  The Company
has a balance due to BridgePointe in the amount of $215,962.64 and
has reserved a sufficient number of shares to convert this
remaining balance upon notification by BridgePointe that they are
able to receive additional shares.

On September 30, 2009, the Company automatically converted the
outstanding principal balance and interest amount of all of the
Company's remaining debt into shares of the Company's common stock
at the applicable conversion price on September 30, 2009.
Management took this action to ensure the Company's ongoing
viability as an operating company and to protect the interests of
the Company's stakeholders.

The Company was to file its response to the BridgePointe complaint
prior to October 12, 2009.

As of June 30, 2009, the Company had $1,469,374 in total assets;
and $4,291,779 in total current liabilities and $6,773 in asset
retirement obligation; resulting in $2,829,178 stockholders'
deficit.

In its audit report dated July 21, 2009, Mark Bailey & Company,
Ltd., in Reno, Nevada -- its independent registered certified
public accounting firm -- said 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.  The Company said its ability to continue as a going
concern is heavily dependent upon its ability to obtain additional
capital to sustain operations.  Currently, the Company has no
commitments to obtain additional capital, and there can be no
assurance that financing will be available in amounts or on terms
acceptable to the Company, if at all.

                     About Universal Energy

Based in Lake Mary, Florida, Universal Energy Corp. --
http://www.universalenergycorp.info/-- is a small independent
energy company engaged in the acquisition and development of crude
oil and natural gas leases in the United States.  The Company
pursues oil and gas prospects in partnership with oil and gas
companies with exploration, development and production expertise.
Its prospect areas currently consist of land in Louisiana and
Texas.  Its common stock is quoted for trading on the OTC Bulletin
Board under the symbol UVSE.


US DEVELOPMENT: Names Polsinelli Shughart as Counsel
----------------------------------------------------
U.S. Development Land LLC asks the U.S. Bankruptcy Court for the
District of Arizona for permission to employ Polsinelli Shughart
PC as its counsel to assist the Debtor formulate and present a
Chapter 11 plan and disclosure statement, among other things.

The firm charges between $135 and $600 per hour for legal
services.

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

Based in Scootsdale, Arizona, U.S. Development Land LLC filed for
Chapter 11 protection on Oct. 6, 2009 (Bankr. D. Ariz. Case No.
09-25015).  In its petition, the Debtor listed assets between
$10 million and $50 million, and debts between $50 million and
$100 million.


WESTERN LIBERTY: Receives Delisting Notice From NYSE Amex
---------------------------------------------------------
Western Liberty Bancorp on October 21 received notice from the
staff of the NYSE Amex indicating that the Exchange believes that
WLBC no longer complies with the Exchange's continued listing
standards due to the recent amendments to WLBC's Amended and
Restated Certificate of Incorporation approved at WLBC's
stockholder meeting on October 7, 2009, and an insufficient number
of public shareholders of WLBC's common stock, as set forth in
Section 1003(c) of the Exchange's Company Guide, and that its
securities are, therefore, subject to being delisted from the
Exchange.

WLBC does not agree with the Exchange's belief that it should be
delisted and intends to appeal this determination and request a
hearing before a committee of the Exchange.  WLBC has seven days
to file its appeal.  There can be no assurance that WLBC's appeal
will be successful and WLBC will be permitted to continue to be
listed on the exchange.  The Exchange will continue listing WLBC's
securities until such time as a final determination is made
regarding WLBC's appeal.

In light of the Exchange's inquiry into WLBC's listing, WLBC has
applied to have its common stock and warrants quoted for trading
on the NASDAQ Stock Market.

Western Liberty Bancorp, formerly Global Consumer Acquisition
Corp. -- http://www.globalconsumeracquisition.com/-- is a blank
check company.  The Company was formed to consummate a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses.  The Company is in the process of identifying and
evaluating targets for an initial transaction.  It has not entered
into any definitive business combination agreement.  During the
year ended December 31, 2008, the Company did not generate any
operating revenues.


WHITEHALL JEWELERS: Proposes Plan Exclusivity Until Dec. 23
-----------------------------------------------------------
BankruptcyData reports that Whitehall Jewelers Holdings filed a
motion with the U.S. Bankruptcy Court for an order extending the
exclusive period during which only the Debtors may file a Chapter
11 plan and solicit acceptances thereof through and including
December 23, 2009, and February 23, 2010, respectively.

Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings,
Inc. -- http://www.whitehalljewellers.com/-- owns and operates
375 stores jewelry stores in 39 states.  Whitehall is owned by
hedge funds Prentice Capital Management and Millennium Partners
LP, both of New York, and Holtzman Opportunity Fund LP of Wilkes-
Barre, Pa.  The company operates stores in regional and regional
shopping malls under the names Whitehall and Lundstrom.  The
Debtors' retail stores operate under the names Whitehall (271
locations), Lundstrom (24 locations), Friedman's (56 locations,
and Crescent (22 locations).  As of June 23, 2008, the Debtors
have about 2,852 workers.

The company and its affiliate, Whitehall Jewelers Inc., filed for
Chapter 11 protection on June 23, 2008 (Bankr. D. Del. Lead Case
No. 08-11261).  James E. O'Neill, Esq., Kathleen P. Makowski,
Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, and Scott K. Rutsky, Esq., at Proskauer Rose LLP,
represent the Debtors in their restructuring efforts.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims, noticing
and balloting agent.  The U.S. Trustee for Region 3 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors.  Moses & Singer LLP and Bayard, P.A., represent the
Committee.


WILLIAM WISE: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: WILLIAM J. WISE
               MARILYN M. WISE
               310 W SAN PEDRO AVE
               GILBERT, AZ 85233

Bankruptcy Case No.: 09-26614

Chapter 11 Petition Date: October 20, 2009

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

Debtors' Counsel: Robert M. Cook, Esq.
                  Law Offices of Robert M. Cook PLLC
                  219 W Second St
                  Yuma, AZ 85364
                  Tel: (928) 782-7771
                  Fax: (928) 782-7778
                  Email: robertmcook@yahoo.com

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

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

According to the schedules, the Company has assets of $916,490,
and total debts of $622,790.

A full-text copy of the Debtors' petition, including a list of
their 14 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/azb09-26614.pdf

The petition was signed by the Joint Debtors.


* 264 Companies Remain Vulnerable to Default, S&P Says
------------------------------------------------------
The number of global weakest links remains elevated, though it has
decreased recently as many of these companies defaulted, Standard
& Poor's said October 22.  As of Oct. 13, 2009, there were 264
weakest links, which is down from the record high of 300 in April
but still significantly higher than the 181 recorded one year ago,
said an article published by Standard & Poor's, titled "Global
Bond Markets' Weakest Links And Monthly Default Rates (Premium)."
The 264 weakest links have combined rated debt worth $288.96
billion.

Weakest links are issuers rated 'B-' and lower with a negative
outlook or ratings on CreditWatch negative.

"Corporate default rates across regions continue to rise in 2009,
already surpassing the number in all of 2008 by a wide margin,"
said Diane Vazza, head of Standard & Poor's Global Fixed Income
Research.  "Through Oct. 13, 2009, 231 issuers defaulted,
affecting debt worth $552.8 billion.  By comparison, 126 defaults
were recorded in all of 2008, affecting debt worth $433 billion,"
said Ms. Vazza.  The 12-month-trailing global corporate
speculative-grade default rate increased to 9.58% in September
2009 from 9.33% in August and is now more than 12x the 25-year low
of 0.79% recorded in November 2007.  The U.S. speculative-grade
corporate default rate increased to 10.75% in September from
10.32% in August and is more than 10x the level from year-end
2007.  The default rate in Europe also increased, to 7.61% in
September 2009 from 7.46% in August, while the emerging markets
default rate declined modestly to 6.81% from 6.98%.

The standard version of this article is part of S&P's standard
Global Fixed Income Research content.  The premium version
contains expanded analysis of the article's most significant
points, typically broken out by sector and region.

Also in the premium version are in-depth charts and tables, the
underlying data of which are available for download.  Ratings
information can also be found on Standard & Poor's public Web site
at http://www.standardandpoors.com/; under Ratings in the left
navigation bar, select Find a Rating. Members of the media
may request a copy of this report by contacting the media
representative provided.

Global Fixed Income Research: Diane Vazza, New York (1) 212-438-
2760; diane_vazza@standardandpoors.com

Media Contact: Mimi Barker, New York (1) 212-438-5054;
mimi_barker@standardandpoors.com


* Speculative-Grade Spread Tightens Marginally to 706 Bps
---------------------------------------------------------
Standard & Poor's investment-grade and speculative-grade composite
spreads tightened marginally October 19 to 228 basis points (bps)
and 706 bps, respectively.  By rating, the 'AA' spread tightened
one basis point to 153 bps, 'A' tightened 2 bps to 192 bps, 'BBB'
tightened one basis point to 287 bps, 'BB' remained unchanged at
503 bps, 'B' tightened 3 bps to 681 bps, and 'CCC' remained
unchanged at 1,108 bps.

By industry, financial institutions and industrials tightened 2
bps each to 383 bps and 371 bps, respectively.  Banks, utilities,
and telecommunications tightened one basis point each to 313 bps,
220 bps, and 326 bps, respectively.  Despite material tightening
since their record highs in December 2008, the speculative-grade
spread remains range-bound within a default cycle, and the
investment-grade spread continues to face pressure from financial
institutions and banks.  In addition, speculative-grade defaults
continue to accelerate, as does the preponderance of credit
downgrades.  Because of these factors, S&P expects spreads to
remain at their elevated levels for some time as investors, the
credit markets, and the economy cautiously tread through the
current recessionary period.

Standard & Poor's, a subsidiary of The McGraw-Hill Companies
(NYSE:MHP), is the world's foremost provider of independent credit
ratings, indices, risk evaluation, investment research, and data.
With approximately 10,000 employees, including wholly owned
affiliates, located in 23 countries and markets, Standard & Poor's
is an essential part of the world's financial infrastructure and
has played a leading role for more than 140 years in providing
investors with the independent benchmarks they need to feel more
confident about their investment and financial decisions. For more
information, visit http://www.standardandpoors.com/


* U.S. Default Rate Expected to Drop to 6.9% in Sept. 2010
----------------------------------------------------------
Standard & Poor's updates its outlook for the issuer-based U.S.
corporate speculative-grade default rate each quarter after
analyzing the latest economic realities and expectations.  Since
S&P's most recent update, the tone in the capital markets has
improved measurably, resulting in benefits for even low-rated
borrowers, said an article published October 21 by Standard &
Poor's Global Fixed Income Research.  Accordingly, S&P has
downwardly revised our default-rate expectations for the next 12
months.

S&P's 12-month-forward baseline projection for the U.S. corporate
speculative-grade default rate is now 6.9%.  Its pessimistic and
optimistic scenarios result in default rates of 9.9% and 5.5%,
respectively, according to the article, titled "U.S. Corporate
Speculative-Grade Default Rate: A Forecasted Decline To 6.9% In
September 2010 Indicates Apprehension More Than Relief (Premium)."

"This does not mean that corporate default risks are permanently
lower," said Diane Vazza, head of Standard & Poor's Global Fixed
Income Research.  "Instead, we believe these improvements are
largely being driven by increased forbearance by lenders in a
monetary environment propped up by policy-induced liquidity."

Without a revival in top-line earnings and growth, many of the
surviving leveraged issuers originated during 2003-2007 could face
renewed default risk unless they significantly reduce their debt
burdens.

"The marked improvement in financial conditions has altered our
expectations for corporate default rates within the one-year
forecast horizon," said Ms. Vazza.

As of September 2009, the U.S. 12-month-trailing corporate
speculative-grade default rate was 10.8%.  Previously, S&P had
stated our expectations for a swathe of defaults to occur in the
first half of 2010.  But now, S&P expects that many of the
defaults might be postponed to later quarters beyond the 12-month
forecast horizon.


* Chemicals Industry Showing Resilience to Economic Challenges
--------------------------------------------------------------
The chemicals industry was particularly hard hit by the economic
recession, as reflected in the closure of numerous manufacturing
plants, laying off of personnel and bankruptcies of some major
players.  However, the market for specialty ingredients in home
and fabric care formulations remains dynamic, fuelled by the need
to minimise risks from bacteria and germs, to reduce the time and
effort required for household chores, and to further improve the
quality of life while addressing the environmental concerns of
consumers.

Strategic Analysis of the Home and Fabric Care Specialty
Ingredients Markets in Europe, shows that this market generated
EUR615.8 million in revenues in 2008 and estimates it to reach
EUR706.2 million in 2015.  The following segments are covered in
this research: specialty surfactants, functional polymers, fabric
enhancers, active ingredients and rheology modifiers in home and
fabric care as well as hard surface cleaners, car interior and
upholstery cleaners, fabric care, furniture, shoe & leather
polishes and dishwashing products.

"The advent of the 'green' consumer who prefers natural products
that are derived from renewable or recycled sources, have an
environmentally friendly profile in terms of toxicity and are safe
to use is the catalytic driving force," notes Frost & Sullivan
Industry Analyst, Dr. Leonidas Dokos.  "The growing demand for
more efficient and technically novel chemicals to assist in daily
home and fabric care tasks has rejuvenated this mature market as
producers focus on addressing the evolving demands of consumers."

Specialty ingredients with an improved environmental profile are
pulling the market and influencing demand.  At the same time,
there is a market push in the form of European Directives, with
regulators increasingly insisting on reduced toxicity and enhanced
biodegradation of such products.

Increasing consumption in emerging European markets will further
assist in the growth of home and fabric care specialty
ingredients, while in the developed markets of Western Europe,
green products and innovation are crucial.  Also important to
growth is the fact that companies active in the market are
focusing on reducing the average product development time as
product life cycles are being shortened.

However, sustaining capital and resource investment in research
and development in order to maintain healthy pipelines of
innovative products, while at the same time controlling the cost,
will be the key challenge for suppliers to this market. Moreover,
the current economic crisis is eating into consumer products
demand, particularly in Europe and the United States, temporarily
highlighting consumer price consciousness.

"In 2008 the chemicals sector was the only one among the top 15
sectors in the world showing an investment decrease in research
and development of 1.3 per cent, while the household goods sector
experienced a decrease in research and development investment of
6.1 per cent," explains Dr. Dokos.  "When combined with plant
shutdowns, recently introduced legislative frameworks that
increase costs and the ongoing economic uncertainty, it becomes
clear that the suppliers to the home and fabric care industry are
facing a challenging environment."

Strategic acquisitions, focus on key market segments, promotion of
product differentiation and green innovation are critical in
overcoming market challenges and addressing evolving market and
consumer needs.  However, the completion of strategic acquisitions
can only be realised by market participants with strong cash
flows.

"Some of the leading chemicals companies have opted for strategic
acquisitions continuing the consolidation trend, while others have
focused on strategic alliances," says Dr. Dokos.  "However, the
key to growth remains innovation and addressing the needs of the
'green' consumer without compromising the technical performance of
products."

Strategic Analysis of the Home and Fabric Care Specialty
Ingredients Markets in Europe is part of the Chemicals & Materials
Growth Partnership Services programme, which also includes
research in the following markets: U.S. Polymers in Personal Care
Market (2008), U.S. Emulsifiers in Personal Care Market (2008),
European Markets for Actives Ingredients in Skin Care (2008) and,
European Vitamins in Personal Care Markets (2008).  All research
services included in subscriptions provide detailed market
opportunities and industry trends that have been evaluated
following extensive interviews with market participants.

                    About Frost & Sullivan

Frost & Sullivan -- http://www.frost.com/-- the Growth
Partnership Company, enables clients to accelerate growth and
achieve best in class positions in growth, innovation and
leadership.  The company's Growth Partnership Service provides the
CEO and the CEO's Growth Team with disciplined research and best
practice models to drive the generation, evaluation, and
implementation of powerful growth strategies.  Frost & Sullivan
leverages over 45 years of experience in partnering with Global
1000 companies, emerging businesses and the investment community
from more than 35 offices on six continents.


* Geithner Says Core TARP Programs Ending
-----------------------------------------
According to ABI, the Obama administration will shutter programs
at the heart of a $700 billion financial bailout but remains
focused on supporting a fledgling economic recovery.


* Senate Panel Considers Bill to Ease Bankruptcy Requirements
-------------------------------------------------------------
ABI reports that the Senate Judiciary Subcommittee on
Administrative Oversight and the Courts held a hearing yesterday
on legislation to carve out an exception for people whose medical
bills were the main cause of their financial distress.


* BOOK REVIEW: Calling a Halt to Mindless Change - A Plea for
               Commonsense Management
-------------------------------------------------------------
Author: John MacDonald
Publisher: Beard Books
Softcover: 255 pages
List Price: $34.95
Review by Henry Berry

MacDonald is not against change.  He is not a reactionary or an
ideologue.  Nor is he dogmatic.  He does not have ideas he is
trying to persuade business leaders to adopt and follow.  He does
have a sense of urgency, however, in arguing that change for the
sake of change because it is in vogue or because a group of much-
publicized business "gurus" advocates it is wrong-headed.
According to MacDonald, such thoughtless change prompted by
external sources is disruptive and usually unproductive for the
large majority of American businesses.

This is the "mindless change" MacDonald criticizes.  But he does
more than just criticize it.  He introduces principles and advice
on how to be aware of change and respond to it continually,
substantively, and productively.  Such a response should be never-
ending.  It should be a way of life, the modus operandi for a
business concerned about its survival.  Appropriate change is
necessary for a business to keep up with the market for its
products or services, satisfy and thus keep its customers, and
provide security for its employees.  Just as with individuals or
cultures, businesses that don't change inevitably wither and die
away.

In urging sensible change -- as opposed to change because it is
fashionable, for example -- this author goes out of the "box" of
typical business guide books.  At the front of each chapter are
three or four quotes on time in general or its parts of past,
present, and future.  These quotes are from mostly literary
sources, including the Bible, poets, and British essayists.

Calling a Halt to Mindless Change, first published in 1998, is
still relevant and useful to businesses in their daily operations,
their relationships with both customers and employees, their long-
term strategies, and their visions.  Although organization -- i.
e., structure -- does have a part in nurturing a business's grasp
of time, such a grasp is not based on organization.  Its primary
basis is a business's relationship with its employees.  While
change has always been a part of the business world, this
relationship with employees is particularly important where more
highly educated and highly skilled people "demand a share in
determining or at least influencing their own destiny."
Enlightened companies "are already demonstrating that open
communications, empowerment, and education and training of their
people are decisive factors in their success."

MacDonald points to Toyota and Proctor & Gamble as two companies
that have been successful over a long period without engaging in
the "reengineering" and other trendy "revolutionary changes"
called for by the faddish business "gurus."  The author cites both
Toyota and Proctor & Gamble as examples of companies that are
leaders in their industries because they continually change
naturally and productively in response to consumer markets, the
latest generation of employees, and the normal, ceaseless, ups and
downs of both domestic and international economic events.  In
Calling a Halt to Mindless Change, MacDonald teaches how such
companies remain successful without undergoing wrenching periods
of change.

Author of many books, John MacDonald has an international
reputation in the area of business management.



                           *********

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 **