TCR_Public/091026.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, October 26, 2009, Vol. 13, No. 296

                            Headlines

3518-22 CLARK: Case Summary & 19 Largest Unsecured Creditors
74 SEVENTH LLC: Case Summary & 20 Largest Unsecured Creditors
ACCURIDE CORP: Bank Debt Trades at 1.55% Off in Secondary Market
AIRTRAN HOLDINGS: Reports $10.4 Million Net Income in Q3 2009
ALION SCIENCE: S&P Affirms 'B-' Rating, Gives Negative Outlook

AMERICAN UNITED BANK: Closed; Ameris Bank Assumes All Deposits
AMR CORP: Expects to Spend $460MM on CapEx for Remainder of 2009
ARCHANGEL DIAMOND: Stockholm Arbitration Terminated
ARIES MARITIME: Closes Grandunion Securities Purchase Agreement
ARIES MARITIME: Goldman Advisors Disclose Equity Stake

ARIES MARITIME: Investment Bank of Greece Discloses 9.7% Stake
ARKANSAS BEST: Moody's Downgrades Senior Bank Loan Rating to 'Ba1'
ARCADE PUBLISHING: Court Okays GSL to Supervise Possible Sale
ASARCO LLC: Asbestos Committee Wants to Retain Jennings Strouss
ASARCO LLC: Charter Oak Work for Asbestos Committee Expanded

ASARCO LLC: Court Disallows Sidley Austin's $1.7MM Claim
ASSET RESOLUTION: Taps Bryan Cave as Special Counsel
ATLANTIC EXPRESS: Moody's Changes Default Rating to 'Caa1/LD'
ATP OIL & GAS: Bank Debt Trades at 6% Off in Secondary Market
AURA SYSTEMS: August 31 Balance Sheet Upside-Down by $3.3 Million

AVIZA TECHNOLOGY: Discloses Change of Management, Changes Name
BANK OF ELMWOOD: Tri City Nat'l Bank Assumes All Deposits
BEARINGPOINT INC: Court OKs Equity Interest Sale to Perot Systems
BUILDERS FIRSTSOURCE: Launches Rights Offering & Debt Exchange
BURLINGTON COAT: Bank Debt Trades at 8.30% Off in Secondary Market

BRIGHAM EXPLORATION: Moody's Raises Corp. Family Rating to 'Caa2'
CAFE BOULEVARD: To Close & Reopen as Boulevard Haus
CANWEST GLOBAL: Goldman to Block Changes to Alliance Deal
CANWEST GLOBAL: Launches DIY Network Canada
CANWEST GLOBAL: OpenMedia, Council Raise Concern on Ownership

CAPITALSOURCE INC: Fitch Downgrades Issuer Default Rating to 'BB'
CAPMARK FINANCIAL: Voluntary Chapter 11 Case Summary
CAPMARK FINANCIAL: Files for Chapter 11 in Delaware
CARRIAGE HOUSE: Bankr. Ct. Will Resolve Subcontractor Lawsuits
CATHOLIC CHURCH: Fairbanks Objects to Pilgrim, Continental Claims

CATHOLIC CHURCH: Fairbanks Proposes to Lease Kateri Center
CATHOLIC CHURCH: Fairbanks to Settle Ex-Employee EEOC Action
CATHOLIC CHURCH: Wilmington Gets Nod of First-Day Motions
CEQUEL COMMUNICATIONS: Moody's Puts 'B3' Rating on $400 Mil. Notes
CHARTER COMMS: Bank Debt Trades at 9% Off in Secondary Market

CHRYSLER FINANCIAL: To Liquidate Business by End of 2011
CHRYSLER LLC: Detroit Objects to Sale of De Minimis Property
CHRYSLER LLC: Gets Nod for Indiana Tax Settlement Agreement
CHRYSLER LLC: Gets Nod to Settle Disputed Prepetition Taxes
CIT GROUP: Reaches Tentative Deal on Goldman Debt

CIT GROUP: Icahn Says Prepack, Exchange Offer Risks $65BB in Value
CIT GROUP: Sets Webcast Restructuring Plan on October 29
CITY OF HERMOSA BEACH: Macpherson Oil Suit May Cue Bankruptcy
CLEARWIRE CORP: Bank Debt Trades at 2% Off in Secondary Market
COCKROFT DAIRY FARM: Files for Chapter 11 in Denver, Colorado

COLISEUM ENTERTAINMENT: Rehman Sons Acquires Complex for $1MM
CONENZA INC: CNZABid Wins Auction With $1.9 Million Bid
CONTINENTAL AIRLINES: To Issue $28MM to Fund Boeing Order
COOPER-STANDARD: Appeals Canada Court Decision on Cooper Tire
COOPER-STANDARD: Court Revises Order on Lazard Application

COOPER-STANDARD: Fried Frank Charges $868,500 for August
CORUS BANK: FDIC, Investors Take Over Mosaic Condominium Tower
CRESCENT RESOURCES: Morgan Stanley May Give Portfolio to Barclays
DANNY HUNT: Creditor's Claim Revived After Chapter 11 Plan Default
DAYTON SUPERIOR: Court Approves Financing from Exit Lenders

DBSI INC: Executives Improperly Used Investor Money, Says Examiner
DELFASCO, INC: Exploring Options to Exit Chapter 11
DELUXE ENTERTAINMENT: S&P Retains Positive Watch on 'B-' Rating
DENNIS EARL NOLEN: Case Summary & 16 Largest Unsecured Creditors
DENNIS PIECHOWICZ: Case Summary & 19 Largest Unsecured Creditors

DERECKTOR SHIPYARDS: To Get Almost $4MM in Gov't Funding
DOLLAR THRIFTY: S&P Puts 'CCC' Rating on CreditWatch Positive
DOUGLAS JOHNSON: May Lose Houston & Dallas TV Stations
DUNE ENERGY: Reports 3rd Quarter 2009 Operating Results
DUNE ENERGY: UBS AG reports 40.39% Equity Stake

ELECTROGLAS INC: EG Systems Acquires All of Firm's Assets
EMBARCADERO PARTNERS: Seeks to Hire Akin Gump as Counsel
ENCHANTMENT LLC: Wants to Hire Stichter Riedel as Counsel
EQUINIX INC: Switch and Data Deal Won't Affect S&P's 'B+' Rating
ERICKSON RETIREMENT: Redwood to Pay $75M Cash, Take $500MM Debt

ERICKSON RETIREMENT: Gets Nod to Use Cash Collateral Until Oct. 30
ERICKSON RETIREMENT: Proposes Guy Sansone as CRO
ERICKSON RETIREMENT: Proposes to Escrow Initial Entrance Deposits
ERICKSON RETIREMENT: Sec. 341 Meeting Scheduled for November 30
EVANS INDUSTRIES: AFG Loses Bid to Amend A&R Malpractice Suit

EXTENDED STAY: Examiner Proposes Preliminary Work Plan
EXTENDED STAY: Gets Shorter Plan Extension Until Feb. 1
EXTENDED STAY: Lease Decision Extension Extended Until Jan. 11
EXTENDED STAY: Proposes to Use Cash Collateral to Pay Incentives
EXTERRA ENERGY: Posts $251,732 Net Loss in Quarter Ended August 31

FAIRCHILD SEMICONDUCTOR: S&P Affirms 'BB-' Corporate Credit Rating
FAIRPOINT COMMS: Bank Debt Trades at 19% Off in Secondary Market
FILENE'S BASEMENT: Launching Over $1 Million Ad Campaign
FINLAY ENTERPRISES: Court Sets December 1 as Claims Bar Date
FINOVA GROUP: 3rd Circ. Rejects Equity Holders' Appeal

FIRST DUPAGE BANK: First Midwest Bank Assumes All Deposits
FLAGSHIP NATIONAL BANK: 1st Federal Bank of Fla. Assumes Deposits
FLATOUT TRUCKING LTD: Voluntary Chapter 11 Case Summary
FLEXTRONICS INT'L: Bank Debt Trades at 6% Off in Secondary Market
FORUM HEALTH: Ex-CEO Declines Consultant Post

FONTAINEBLEAU LV: Jeffrey Truitt Named Chapter 11 Examiner
FONTAINEBLEAU LV: Proposes to Reject 39 Employment and Sales Pacts
FONTAINEBLEAU LV: Sued by Contractors to Affirm Liens
FREESCALE SEMICONDUCTOR: Payments Under Yen Revolver Revised
FREESCALE SEMICONDUCTOR: Posts $408MM Net Loss for Oct. 2 Qtr

FREESCALE SEMICONDUCTOR: Unveils Additional Workforce Reduction
FRONTIER DRILLING: Bank Debt Trades at 9% Off in Secondary Market
GASTROENTEROLOGY CENTER: Nevada Mutual May End Insurance Policies
GCI INC: S&P Assigns 'BB-' Rating on $400 Mil. Senior Notes
GATEHOUSE MEDIA: Bank Debt Trades at 62.5% Off in Secondary Market

GENERAL GROWTH: Adopts Key Employee Incentive Plan
GENERAL MOTORS: Magna Has Initial Deal with Opel's Spanish Unions
GENERAL MOTORS: Saab Secures EUR400 Million Loan From EIB
GEORGIA GULF: Files Prospectus for Resale of 31,179,092 Shares
GIGABEAM CORP: Court Approves DIP Financing from Midsummer

GIGABEAM CORP: Court to Consider Sale of Certain Assets on Oct. 27
GIGABEAM CORP: Files Schedules of Assets and Liabilities
GIGABEAM CORP: U.S. Trustee Unable to Appoint Creditors Committee
GMAC INC: Has 21.3% Stake in Bankrupt Capmark Financial
GORDON SHAW PROPERTIES: Case Summary & 5 Largest Unsec. Creditors

GOTTSCHALKS INC: Court OKs $1.5MM Sale of Somersville Town Store
GREATER FAITH: Case Summary & 2 Largest Unsecured Creditors
HARISSA LLC: Case Summary & 1 Largest Unsecured Creditor
HARRAH'S ENTERTAINMENT: Unveils Result of Discount Offering
HARRAH'S OPERATING: Bank Debt Trades at 2.25% Off

HARVEST ENERGY: S&P Puts 'B-' Rating on CreditWatch Positive
HAYES LEMMERZ: Unsecured Creditors Committee Back Plan
HC INNOVATIONS: Issues $2.4MM Sr. Secured Note to Brahma Finance
HCA INC: Bank Debt Trades at 6% Off in Secondary Market
HERITAGE GREENS: Sovereign Bank Wins Foreclosure Judgment

HILLCREST BANK FLORIDA: Stonegate Bank Assumes All Deposits
HOKU SCIENTIFIC: Posts $1.2-Mil. GAAP Net Loss in Second Quarter
HUB INTERNATIONAL: S&P Gives Negative Outlook, Affirms 'B' Rating
HUNTSMAN ICI: Bank Debt Trades at 8.5% Off in Secondary Market
IAN MITCHELL: Case Summary & 20 Largest Unsecured Creditors

JOE GOODWIN III: Case Summary & 19 Largest Unsecured Creditors
IDEARC INC: Bondholder Asks Court to Strip Control of Ch 11 Case
INCENTRA SOLUTIONS: Will Sell Reseller Business to Datalink
INNOVATIVE COMMUNICATION: BVI Govt. Approves Sale of BVI Cable
INTELSAT LTD: Jackson Unit Issues $500.0MM of 8-1/2% Notes

JACOBS FINANCIAL: August 31 Balance Sheet Upside-Down by $14MM
JIM L. SHETAKIS: District Court Affirms Lease Assignment
KOBRA PROPERTIES: To Sell 31 Real Estate Assets
LAKE TAHOE: Selects Yamamoto Law Office as Counsel
LANDAMERICA FINANCIAL: Extends Term of EVP & CFO G. William Evans

LEAR CORP: Files Supplements to Revised 1st Amended Plan
LEAR CORP: Oakland County Treasurer Objects to Plan Confirmation
LEAR CORP: Plan Exclusivity Extended Until January 31
LIFE SCIENCES: Has MOU to Settle Lawsuit on Lion Merger
LNR PROPERTY: Bank Debt Trades at 23% Off in Secondary Market

LODGENET INTERACTIVE: Posts $5.0 Million Net Loss in Q3 2009
MAMMOTH TEMECULA: Files Schedules of Assets and Liabilities
MAMMOTH TEMECULA: Meeting of Creditors Scheduled for October 29
MAMMOTH TEMECULA: Taps Attorneys at Corcovelos Law as Counsel
MARGAUX WESTOVER: Wants to Hire Pronske & Patel as Counsel

MASONITE INT'L: Court Approves Final Fee Applications
MASONITE INT'L: Post-Confirmation Report for September
MASONITE INT'L: Stipulation Resolving Malio's & Lifestyle Leases
MAXXAM INC: PCCI Unit in Default, Has Loan From Tourism Fund
MOMENTIVE PERFORMANCE: Bank Debt Trades at 16% Off

MICHAEL'S STORES: Bank Debt Trades at 11% Off in Secondary Market
METROPCS WIRELESS: Bank Debt Trades at 5.17% Off
MICHELLE KALMAN: Voluntary Chapter 11 Case Summary
MOLEHEAD CONSTRUCTION & BORING: Voluntary Chapter 11 Case Summary
MONEYGRAM INT'L: Has Separation Deal and Release with Ex-CEO Ryan

MONEYGRAM INT'L: Reaches Deal with Federal Trade Commission
MORRIS PUBLISHING: Has Until Oct. 27 to Execute Plan Support Deal
MURRAY ENERGY: S&P Affirms 'B+' Rating on $500 Mil. Senior Notes
MXENERGY HOLDINGS: June 30 Balance Sheet Upside-Down by $72.1MM
NCI BUILDING: S&P Raises Corporate Credit Rating to 'B+'

NEW FRONTIER: Posts $2.5 Million Net Loss in 2009 Second Quarter
NEWPORT BONDING: A.M. Best Cuts Issuer Credit Ratings to 'bb'
NOVELIS INC: Bank Debt Trades at 10% Off in Secondary Market
NTK HOLDINGS: To Seek Confirmation of Plan on December 4
NTK HOLDINGS: Receives Court Approval for First Day Motions

NTK HOLDINGS: Moody's Cuts Probability of Default Rating to 'D'
NUTRACEA: Perry-Smith LLP Raises Going Concern Doubt
NUTRITION 21: JH Cohn LLP Raises Going Concern Doubt
OPUS WEST: Chatham Financial Charges $962,000 for July-August
OPUS WEST: Gets Nod for Sale of Interests in Hill County & OWC

OPUS WEST: Gets Nod for Settlement With Wells Fargo, et al.
OSI RESTAURANT: Bank Debt Trades at 17% Off in Secondary Market
PALMAS COUNTRY CLUB: In Default; Has Loan From Tourism Fund
PARTNERS BANK: Closed; Stonegate Bank Assumes All Deposits
PENN TREATY AMERICAN: William Collins Discloses 6.55% Stake

PENTA WATER: Selects Jeffer Mangels as General Counsel
PENTA WATER: U.S. Trustee Forms Five-Member Creditors' Committee
PETER POCKLINGTON: Bankruptcy Fraud Trial Moved to January 19
PETTERS COMPANY: Receiver Can Serve as Chapter 11 Trustee
PITTSBURGH CORNING: Plan Ballots Due November 16

PROTOSTAR LTD: Creditors Launch Outer Space Dispute
PS AMERICA: Taps Greenberg Traurig as Counsel
PS AMERICA: U.S. Trustee Forms Nine-Member Creditors' Committee
PTS CARDINAL: Bank Debt Trades at 13.3% Off in Secondary Market
QUALITY DISTRIBUTION: Moody's Upgrades Default Rating to 'Caa1/LD'

QUALITY DISTRIBUTION: S&P Raises Corporate Credit Rating to 'B-'
REDWOOD RELIANCE: Converted to Chapter 7; Business Closed
RENFRO CORPORATION: Moody's Gives Stable Outlook, Holds B3 Rating
REALOGY CORP: Bank Debt Trades at 15.44% Off in Secondary Market
REDDY ICE: Posts $9,988,000 Net Income for Sept. 30 Quarter

R.H. DONNELLEY: 4 Creditors Trade $4,500 in Claims
R.H. DONNELLEY: Committee Members Gets Nod to Trade in Securities
R.H. DONNELLEY: Sidley Austin Charges $2.99MM for May-August
R.H. DONNELLEY: Coughlin Stoia Files Class Suit for Investors
RITE AID: Bank Debt Trades at 13% Off in Secondary Market

RIVERVIEW COMMUNITY: Stillwater Bank Assumes All Deposits
ROUNDY'S SUPERMARKETS: S&P Affirms 'B' Corporate Credit Rating
ROYAL SHERIDAN: Court Dismisses Chapter 11 Bankruptcy Case
SCO GROUP: Appeals Court Denies Novell's Pleas on Copyright Row
SCOTTSDALE RIDGE: Case Summary & 17 Largest Unsecured Creditors

SELECT COMFORT: Posts $6.9 Mln Net Income in Third Quarter 2009
SEMGROUP LP: Creditors Committee Says J. Aron Claim Should be $0
SEMGROUP LP: Producers Back $0 Allocation for ConocoPhillips
SEMGROUP LP: Proposes Settlement With BP Oil
SENSIVIDA MEDICAL: Posts $458,090 Net Loss in 2009 Second Quarter

SI HOTEL: Files for Ch 11 to Dodge Foreclosure Sale
SI HOTEL: Voluntary Chapter 11 Case Summary
SIX FLAGS: 35 Trade Creditors Sell Claims Totaling $430,000
STAMFORD INDUSTRIAL: Files Schedules of Assets and Liabilities
STAMFORD INDUSTRIAL: Meeting of Creditors Slated for November 9

STAMFORD INDUSTRIAL: Taps Calfee Halter as Bankruptcy Counsel
STERLING ENERGY: Case Summary & 7 Largest Unsecured Creditors
SUNWEST MANAGEMENT: Reaches Tentative Settlement with Davis Wright
SUPERIOR PLUS LP: DBRS Assigns Rating of 'BB'
SWIFT TRANSPORTATION: Bank Debt Trades at 14% Off

SYSTEMONE TECHNOLOGIES: Commences Prepack Chapter 11 in Miami
TAJ GRAPHICS: Case Summary & 7 Largest Unsecured Creditors
TATANKA HOTEL: Wants to Hire Macy Law Office as Counsel
TELIGENT INC: CEO's Former Counsel Can't Object to Settlement
TEMESCAL HEIGHTS: Case Summary & 6 Largest Unsecured Creditors

THORNBURG MORTGAGE: TMAC Sues for Payments Under Management Deal
THORNBURG MORTGAGE: Works on Liquidating Plan; Adfitech Plan Filed
TIMBERWEST FOREST: Lenders Waive EBITDA Covenant on Loan
TLC VISION: Gets Limited Waiver Through November 15
TRACE INTERNATIONAL: Dow Can Fight Ruling on Payments

TRIBUNE CO: Bank Debt Trades at 50.3% Off in Secondary Market
VENETIAN MACAU: Bank Debt Trades at 5.17% Off in Secondary Market
VIDEOTRON LTEE: S&P Affirms 'BB-' Rating on Senior Unsec. Notes
VITESSE SEMICONDUCTOR: CEO Gardner & CFO Yonker to Keep Post
WARNER MUSIC: CEO Faces Trial for Insider Trading in Vivendi

WASHINGTON MUTUAL: No Ruling on Suit to Recover $4BB From JPMorgan
WESTERN REFINING: Bank Debt Trades at 2.48% Off
WHITE KNIGHT: DBRS Downgrades Floating Rate Notes to 'B'
WILLIAM LYON: Eyes Discounted Offer for Senior Notes
WILLIAM LYON: Secures $206 Million Loan From Colony Capital

WITSOP-9 LLC: Voluntary Chapter 11 Case Summary
WL HOMES: AIG Faces More WL Home Product Liability Suits
YRC WORLDWIDE: Closure May Shoot Up LTL Rates, Says Analyst

* 2009's Bank Closings Rise to 106 as 7 Shuttered During Weekend
* FDIC, Treasury Say Goodbye To 'Too Big To Fail'
* Loan-To-Own Deals Tricky, But Not Impossible: Attys

* Ropes & Gray to Open London Office
* New Bankruptcy Law Amendments to Help IP Licensees

* BOND PRICING -- For the Week From October 12 to 16, 2009

                            *********

3518-22 CLARK: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 3518-22 Clark Corporation
           dba Moe's Cantina
        3518 N. Clark Street
        Chicago, IL 60657

Bankruptcy Case No.: 09-39426

Chapter 11 Petition Date: October 21, 2009

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

Judge: Susan Pierson Sonderby

Debtor's Counsel: Eileen M. Sethna, Esq.
                  Querrey & Harrow
                  175 W. Jackson Blvd. Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Email: esethna@querrey.com

                  Robert R. Benjamin, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578
                  Email: rbenjamin@querrey.com

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

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

According to the schedules, the Company has assets of at least
$60,070, and total debts of $1,033,044.

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

             http://bankrupt.com/misc/ilnb09-39426.pdf

The petition was signed by Samuel Sanchez, president of the
Company.


74 SEVENTH LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 74 Seventh, LLC
          dba Centro Vinoteca
        74-76 Seventh Avenue South
        New York, NY 10011

Bankruptcy Case No.: 09-16259

Chapter 11 Petition Date: October 21, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Gabriel Del Virginia, Esq.
                  Law Offices of Gabriel Del Virginia
                  488 Madison Avenue, 19th Floor
                  New York, NY 10022
                  Tel: (212) 371-5478
                  Fax: (212) 371-0460
                  Email: gabriel.delvirginia@verizon.net

Estimated Assets: $0 to $50,000 $50,001 to $100,000

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/nysb09-16259.pdf

The petition was signed by Sasha Muniak.


ACCURIDE CORP: Bank Debt Trades at 1.55% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Accuride
Corporation is a borrower traded in the secondary market at 98.45
cents-on-the-dollar during the week ended Friday, Oct. 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.42
percentage points from the previous week, The Journal relates.
The loan matures on Jan. 6, 2012.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  Moody's has
withdrawn its rating on the bank debt while Standard & Poor's has
assigned a default rating on the bank debt.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 23, among the
164 loans with five or more bids.

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 said it has agreed to a balance sheet restructuring with
the ad hoc committee of holders of its 8-1/2 percent 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).

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.


AIRTRAN HOLDINGS: Reports $10.4 Million Net Income in Q3 2009
-------------------------------------------------------------
AirTran Holdings, Inc., reported net income of $10.4 million or
$0.08 per diluted share for the third quarter of 2009.  The
results represent a $105.0 million improvement over the third
quarter of 2008.

The operating income for the third quarter of 2009 was $37.0
million and is the second highest third quarter operating income
in Company history.

The Company has been profitable in each quarter of 2009, and has
posted year-to-date records in operating income of $150.9 million,
net income of $117.6 million, and load factor of 80.4%.

Included in net income for the third quarter were $6.3 million of
unrealized losses on the Company's future fuel hedge portfolio and
a $6.4 million gain primarily related to the Company's retention
of deposits from a terminated aircraft sales contract.  Excluding
these items, the economic net income for the third quarter of 2009
was $10.6 million or $0.08 per diluted share.

As of September 30, 2009, the Company had aggregate unrestricted
cash, cash equivalents, and short-term investments of
$408.2 million, and $55.2 million of restricted cash.  During
October 2009, the Company completed a public offering of
$115.0 million in 5.25% convertible senior notes due in 2016 and a
public offering of 11.3 million shares of its common stock at a
price of $5.08 per share.  The net proceeds from the two offerings
aggregated roughly $166.3 million.

"Our 8,500 dedicated Crew Members are committed to running the
finest airline in the U.S., and their outstanding efforts have
resulted in AirTran being profitable every quarter this year,"
said Bob Fornaro, AirTran Airways' chairman, president and chief
executive officer.  "Through their hard work and dedication and
the loyalty of our customers, we have been very successful despite
these difficult economic times."

During the third quarter, AirTran Airways continued to expand its
network by adding point-to-point service from Atlanta, Baltimore,
Milwaukee, and Orlando.  The industry's low-cost leader introduced
a significantly expanded Caribbean schedule with new service to
Montego Bay, Jamaica, Nassau, Bahamas, and Aruba, as well as new
service to Key West, Fla.

"The year-over-year improvement in our financial performance is
directly related to maintaining our industry-leading low cost
structure while providing 'best-in-class' service and outstanding
value to our business and leisure passengers," said Arne Haak,
senior vice president of finance, treasurer and chief financial
officer for AirTran Airways.  "AirTran Airways was among the first
airlines to react to the changing economic environment in 2008,
and our operating performance this year reflects those actions."

Other highlights of AirTran Airways' accomplishments in the third
quarter and to date include:

     -- AirTran Airways is the first and only major airline to
        equip every flight on all aircraft with high-speed Gogo
        Inflight Internet

     -- Expanded Caribbean and Florida service and announced the
        following new destinations: Montego Bay, Jamaica; Nassau,
        Bahamas; Aruba and Key West, Fla.

     -- Bolstered liquidity by extending and enhancing a
        $175 million credit facility and completing over
        $165 million in equity and debt financing

     -- Announced multi-year marketing partnerships with the
        Atlanta Falcons (and launched special livery aircraft,
        Falcons One) and the Orlando Magic

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the
parent company of AirTran Airways, which has been ranked the
number one low-cost carrier in the Airline Quality Rating study
for the past two years.  AirTran is the only major airline with
Wi-Fi on every flight and offers coast-to-coast service on North
America's newest all-Boeing fleet.  Its low-cost, high-quality
product also includes assigned seating, Business Class and
complimentary XM Satellite Radio on every flight.

                           *     *     *

As reported by the Troubled Company Reporter on October 7, 2009,
Moody's Investors Service affirmed the Caa2 corporate family and
probability of default ratings of AirTran Holdings Corp., Inc.,
the Ca rating on AirTran's $96 million senior unsecured
convertible notes due in 2023 and also the SGL-4 Speculative Grade
Liquidity Rating.  Moody's also changed the ratings outlook to
stable from negative.

The TCR said on July 10, 2009, Standard & Poor's Ratings Services
affirmed the airline's corporate credit rating at CCC+/Stable/--.


ALION SCIENCE: S&P Affirms 'B-' Rating, Gives Negative Outlook
--------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'B-' rating
on McLean, Virginia-based Alion Science and Technology Corp.  S&P
removed all ratings on the company from CreditWatch, where they
were placed with negative implications on Sept. 24, 2009, while
the company renegotiated aspects of its credit agreement with
lenders.  The outlook is negative.

"The affirmation and removal from CreditWatch reflect S&P's view
that the company has achieved some covenant relief in the near
term through a new amendment to its revolving credit agreement,"
explained Standard & Poor's credit analyst Jennifer Pepper.
However, S&P expects covenant headroom to remain very tight in the
coming year.  Additionally, the negative outlook reflects that the
amendment reduced the amount of the revolving credit facility to
$25 million from $40 million-thereby reducing liquidity-and the
maturity of the facility was extended only to Sept. 30, 2010,
offering a relatively short-term solution to liquidity concerns.


AMERICAN UNITED BANK: Closed; Ameris Bank Assumes All Deposits
--------------------------------------------------------------
American United Bank, Lawrenceville, Georgia, was closed October
23 by the Georgia Department of Banking & Finance, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver. To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Ameris Bank, Moultrie, Georgia, to
assume all of the deposits of American United Bank.

The sole branch of American United Bank will reopen on Monday as a
branch of Ameris Bank. Depositors of American United Bank will
automatically become depositors of Ameris Bank. Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage. Customers should continue to use their
existing branch until they receive notice from Ameris Bank that it
has completed systems changes to allow other Ameris Bank branches
to process their accounts as well.

This evening and over the weekend, depositors of American United
Bank can access their money by writing checks or using ATM or
debit cards. Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of August 11, 2009, American United Bank had total assets of
$111 million and total deposits of approximately $101 million.
Ameris Bank will pay the FDIC a premium of 1.02 percent to assume
all of the deposits of American United Bank. In addition to
assuming all of the deposits of the failed bank, Ameris Bank
agreed to purchase essentially all of the assets.

The FDIC and Ameris Bank entered into a loss-share transaction on
approximately $92 million of American United Bank's assets. Ameris
Bank will share in the losses on the asset pools covered under the
loss-share agreement. The loss-share arrangement is projected to
maximize returns on the assets covered by keeping them in the
private sector. The agreement also is expected to minimize
disruptions for loan customers. For more information on loss
share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-913-3058.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/americanunited.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $44 million. Ameris Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. American United Bank is the 101st FDIC-
insured institution to fail in the Nation this year, and the
twentieth in Georgia. The last FDIC-insured institution closed in
the state was Georgian Bank, Atlanta, on September 25, 2009.


AMR CORP: Expects to Spend $460MM on CapEx for Remainder of 2009
----------------------------------------------------------------
AMR Corporation said in a regulatory filing with the Securities
and Exchange Commission that, as of September 30, 2009, it is
required to make scheduled principal payments of roughly
$558 million on long-term debt and roughly $10 million in payments
on capital leases for the remainder of 2009, and the Company
expects to spend roughly $460 million on capital expenditures for
the remainder of 2009.  In addition, the global economic downturn,
rising fuel prices, the possibility of being required to post
reserves under credit card processing agreements, and the
obligation to post cash collateral on fuel hedging contracts,
among other things, may in the future negatively impact the
Company's liquidity.

AMR said it remains heavily indebted and has significant
obligations, including substantial pension funding obligations.
During 2006, 2007, 2008, and 2009, the Company raised an aggregate
of roughly $8.2 billion in financing to fund capital commitments
(mainly for aircraft and ground properties), debt maturities, and
employee pension obligations, and to bolster its liquidity.  The
Company believes it has sufficient liquidity to fund its
operations and obligations, including repayment of debt and
capital leases, capital expenditures and other contractual
obligations.

Despite the disruptions in the capital markets, in the nine months
ended September 30, 2009, the Company obtained an aggregate of
roughly $5.3 billion of financing from debt issuances, equity
issuances and sale leasebacks.

The Company made debt and capital lease payments of $1.8 billion
in the first nine months of 2009.  Included in this amount, AMR
retired, by purchasing with cash, the $318 million principal
amount of its 4.50% senior convertible notes due 2024.  Virtually
all of the holders of the 4.50 Notes exercised their elective put
rights and the Company purchased and retired these notes at a
price equal to 100 percent of their principal amount.  Under the
terms of the 4.50 Notes, the Company had the option to pay the
purchase price with cash, stock, or a combination of cash and
stock, and the Company elected to pay for the 4.50 Notes solely
with cash.  Also included in total scheduled debt payments, the
Company retired, at maturity, its $255 million secured bank
revolving credit facility in June 2009 and retired its
$432 million term loan credit facility, which had a scheduled
maturity of December 17, 2010, on September 28, 2009.

The Company's possible remaining financing sources primarily
include: (i) a limited amount of additional secured aircraft debt
or sale leaseback transactions involving owned aircraft; (ii) debt
secured by other assets; (iii) securitization of future operating
receipts; (iv) the sale or monetization of certain assets; (v)
unsecured debt; and (vi) issuance of equity or equity-like
securities.  Besides unencumbered aircraft, the Company's most
likely sources of liquidity include the financing of takeoff and
landing slots, spare parts, and the sale or financing of certain
of AMR's business units and subsidiaries, such as AMR Eagle.  The
Company's ability to obtain future financing is limited by the
value of its unencumbered assets.  A very large majority of the
Company's aircraft assets (including most of the aircraft eligible
for the benefits of Section 1110 of the U.S. Bankruptcy Code) are
encumbered.  Also, the market value of these aircraft assets has
declined in recent years, and may continue to decline.

The Company believes it has roughly $2 billion in assets that
could be used as possible financing sources.  However, many of
these assets may be difficult to finance, and the availability and
level of the financing sources cannot be assured.

The Company's substantial indebtedness and other obligations have
important consequences.  For example, they: (i) limit the
Company's ability to obtain additional funding for working
capital, capital expenditures, acquisitions and general corporate
purposes, and adversely affect the terms on which such funding
could be obtained; (ii) require the Company to dedicate a
substantial portion of its cash flow from operations to payments
on its indebtedness and other obligations, thereby reducing the
funds available for other purposes; (iii) make the Company more
vulnerable to economic downturns; and (iv) limit the Company's
ability to withstand competitive pressures and reduce its
flexibility in responding to changing business and economic
conditions.

As of September 30, 2009, American had 12 Boeing 737-800 purchase
commitments for the remainder of 2009, 45 Boeing 737-800 purchase
commitments for 2010, and eight Boeing 737-800 purchase
commitments in 2011.  In addition to these aircraft, American has
firm commitments for eleven 737-800 aircraft and seven Boeing 777
aircraft scheduled to be delivered in 2013-2016.  Payments for
American's aircraft purchase commitments will approximate:

     $315 million for the remainder of 2009,
     $1.3 billion in 2010,
     $350 million in 2011,
     $217 million in 2012,
     $478 million in 2013, and
     $552 million for 2014 and beyond.

These amounts are net of purchase deposits currently held by the
manufacturer.

As a result of recent financing transactions, American does not
expect to use its previously arranged backstop financing to
finance any of its Boeing 737-800 aircraft deliveries scheduled
for 2010 and 2011; however, such backstop financing arrangement
remains in place.

In September 2009, AMR Eagle signed a letter of intent with
Bombardier, Inc. to exercise options for the purchase of 22
additional CRJ-700 aircraft for delivery beginning in the middle
of 2010.  Subject to reaching agreement on acceptable terms with
Bombardier, Inc. and certain third party lenders, AMR expects the
purchase of the CRJ-700 aircraft to be fully financed.  AMR
expects that these financing arrangements will involve the pledge
of 10 currently owned CRJ-700 aircraft.

The Company's continued aircraft replacement strategy, and its
execution of that strategy, will depend on such factors as future
economic and industry conditions and the financial condition of
the Company.

The Company is required to make minimum contributions to its
defined benefit pension plans under the minimum funding
requirements of the Employee Retirement Income Security Act
(ERISA), the Pension Funding Equity Act of 2004 and the Pension
Protection Act of 2006.  The Company is not required to make any
2009 contributions to its defined benefit pension plans under the
provisions of these acts, but based on current funding levels of
the plans, the Company expects that the amount of the required
contributions will be substantial in 2010 and future years.  The
Company estimates its 2010 required contribution to its defined
benefit pension plans to be roughly $525 million.

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

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

                           About AMR Corp

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

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

                          *     *     *

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


ARCHANGEL DIAMOND: Stockholm Arbitration Terminated
---------------------------------------------------
Archangel Diamond Corporation has been notified by the Stockholm
Arbitration Tribunal that Uncitral Arbitration Case 074/2006 v.
Arkhangelskoye Geologodobychnoe Predpriyatye has been terminated.
The termination is without prejudice and each party shall bear its
own costs with respect to its legal representation and assistance.

The corporation's re-structuring under Chapter 11 of the US
Bankruptcy Code is proceeding in Colorado, USA.  The disclosure
statement to the Plan for creditors and shareholders is scheduled
to be presented to the Court for approval on October 30 and mailed
to creditors and shareholders shortly thereafter.

The Plan describes ADC's plan to protect its assets, including its
litigation against Lukoil in Colorado state court through the
operation of a liquidating trust established for the benefit of
its creditors and shareholders.  This trust will be funded by exit
financing provided by Firebird Global Master Fund, Ltd., on terms
that have generally been approved by a number of ADC's major
creditors and equity holders.  If the Disclosure Statement that
will be filed regarding the Plan is approved by the court,
appropriate details concerning the Plan will be timely sent to
creditors and shareholders.

Additionally, ADC is currently involved in an arbitration against
Arkhangelskgeoldobycha in Stockholm, Sweden.  ADC is in the
process of making representations to the arbitral tribunal in view
of the current situation of the Company.

                      About Archangel Diamond

Archangel Diamond (NEX BOARD:AAD.H) is a Canadian diamond company
focused on exploration and mining in Russia.  The company is
listed on the Toronto Venture Exchange (trading symbol AAD).

Three creditors filed a petition to send Archangel Diamond
Corporation to liquidation under Chapter 7 of the U.S. Bankruptcy
Code on June 26, 2009 (Bankr. D. Colo. Case No. 09-22621).

Archangel Diamond Corporation said August 27, 2009, its board
approved a proposal to negotiate with interested parties the
filing of a notice to convert its involuntary Chapter 7 proceeding
to a Chapter 11 bankruptcy.


ARIES MARITIME: Closes Grandunion Securities Purchase Agreement
---------------------------------------------------------------
Aries Maritime Transport Limited reports that on October 13, 2009,
it closed the transaction under the Securities Purchase Agreement
dated September 13, 2009, with Grandunion Inc., a company
controlled by Michail S. Zolotas and Nicholas G. Fistes.
Grandunion acquired 18,977,778 newly issued common shares in Aries
in exchange for three capesize drybulk carriers.

Of the shares, Aries reports, 2,666,667 were transferred to Rocket
Marine Inc., a company controlled by two former Aries directors
and principal shareholders, in exchange for Rocket and its
affiliates entering into a voting agreement with Grandunion.
Under this voting agreement, Grandunion controls the voting rights
relating to the shares owned by Rocket and its affiliates.

Grandunion now owns roughly 34.2% of Aries and, as a result of the
voting agreement controls the vote of roughly 71% of Aries'
outstanding shares.  A copy of Grandunion's Form SC 13D filing is
available at no charge at http://ResearchArchives.com/t/s?475c

                 Management and Board Constituency

Simultaneously with the closing of the transaction, the then
officers of Aries resigned and Mr. Zolotas was appointed as Chief
Executive Officer and Allan Shaw was appointed as Chief Financial
Officer, effective as of the closing on October 13, 2009.  In
addition, simultaneously with the closing, all but one of the then
members of the Board of Directors of Aries resigned and new
members of the Board of Directors were appointed.  All of the
current members of the Board of Directors are:

     Mr. Nicholas G. Fistes -- Executive Director (Chairman)

     Mr. Michail S. Zolotas -- Executive Director (Deputy
     Chairman), President and Chief Executive Officer

     Mr. Allan Shaw -- Executive Director and Chief Financial
     Officer

     Mr. Masaaki Kohsaka -- Non-Executive Director

     Mr. Spyros Gianniotis -- Non-Executive Director

     Mr. Apostolos Tsitsirakis -- Non-Executive Director

     Mr. Panagiotis Skiadas -- Non-Executive Director

Certain biographical information concerning Aries' new executive
officers and directors:

     (A) Nicholas G. Fistes was appointed the Executive Chairman
         of Aries' Board of Directors on October 13, 2009.  Mr.
         Fistes holds a Bachelor of Science Degree in Naval
         Architecture and Shipbuilding from Newcastle Upon-Tyne
         University and a Masters of Science Degree in Ocean
         Systems Management from the Massachusetts Institute of
         Technology.  He started his career as a Naval Architect
         and Marine Engineer in charge of new construction and
         shipbuilding worldwide with Ceres Hellenic Shipping
         Enterprises Ltd.  He has served in various management
         positions, and to the post of CEO of Seachem Tankers Ltd.
         a commercial chemical tanker operating company, CEO of
         Ceres Hellenic Shipping Enterprises Ltd. one of the
         biggest ship management companies managing various types
         of ships including crude oil tankers, chemical tankers,
         LNG ships and dry bulk carriers, he also served as CEO of
         CCBC (Coeclerici Ceres Bulk Carriers) a bulk carrier
         shipping company.

         He is the Chairman of GRANDUNION INC.; since March 2007,
         he is the Chairman of THE INTERNATIONAL ASSOCIATION OF
         INDEPENDENT TANKER OWNERS (INTERTANKO) and serves on the
         Board of the HELLENIC MARINE ENVIRONMENT PROTECTION
         ASSOCIATION (HELMEPA).  He is a member in a number of
         industry-related associations, member of the Executive
         Committee of the INTERNATIONAL ASSOCIATION OF DRY CARGO
         SHIPOWNERS (INTERCARGO), council member of American
         Bureau of Shipping (ABS), member of BUREAU VERITAS (BV)
         Hellenic Committee, member of REGISTRO ITALIANO NAVALE
         (RINA) Hellenic Committee, member of CHINA
         CLASSIFICATION SOCIETY (CCS) Mediterranean Committee,
         member of Korean Register of Shipping (KR) Hellenic
         Committee.

     (B) Michail S. Zolotas was appointed the Deputy Chairman
         of the Aries' Board of Directors and the Chief Executive
         Officer of Aries on October 13, 2009.  Mr. Zolotas
         entered the family business (Stamford Navigation Inc.) as
         a superintendent engineer and spent almost three years in
         sea service and in pure technical matters including
         repairs and conversions.  In 1999 he took over as General
         Manager of Stamford Navigation Inc.  From 2000 up to 2006
         he has expanded the family business from two vessels to
         close to thirty bulkcarrier vessels ranging from 17,000
         dwt up to 170,000 dwt tons.  During this period he was
         involved in all commercial, operational and technical
         matters.  From 2001 to 2007 he served on the board of the
         CTM Pool, a bulkcarrier pool.  In 2005 he was nominated
         as member of BV Black Sea Mediterranean Committee on
         which he serves as board member.  In 2006 he was
         nominated as member of Registro Italiano Navale (RINA).
         In 2006 together with Mr. Nicholas G. Fistes they founded
         GRANDUNION INC., where he serves as Chief Executive
         Officer and is a board member.  In 2008 he was nominated
         as member of the China Classification Society (CCS)
         Mediterranean Committee.  Mr. Zolotas holds a Bachelor
         degree in Mechanical Engineering from the Stevens
         Institute of Technology.  During his studies he spent two
         years at a university in Japan undertaking studies
         related with Naval Architecture.

     (C) Allan Shaw was appointed to the Aries' Board of Directors
         and the Chief Financial Officer of Aries on October 13,
         2009.  Mr. Shaw has been a member of Navios Maritime
         Holdings Inc.'s (NYSE: NM) board of directors since
         October 25, 2005 and has over 20 years of financial
         management experience.  Mr Shaw is the Founder and Senior
         Managing Director of Shaw Strategic Capital LLC, an
         international financial advisory firm.  From November
         2002 to April 2004, Mr. Shaw was the Chief Financial
         Officer and Executive Management Board Member of Serono
         International S.A., a global biotechnology company.
         Prior to joining Serono, Mr. Shaw was with Viatel Inc.,
         an international telecommunications company, where he was
         a member of the board of directors and Chief Financial
         Officer.  Mr. Shaw, a United States Certified Public
         Accountant, was also a manager with Deloitte & Touche and
         received a Bachelor of Science degree from the State
         University of New York, Oswego in 1986.

     (D) Masaaki Kohsaka was appointed as a director of Aries'
         Board of Directors on October 13, 2009.  Mr. Kohsaka is a
         graduate of The Faculty of Law, Hitotsubashi University,
         Tokyo.  Mr. Kohsaka began his career in 1959 working in
         the Liner Department of Nissan Steamship Co. Ltd.  In
         1964, Mr. Kohsaka worked in the Tramp Department of Showa
         Line Ltd. (following the merger of Nissan Steamship Co.
         Ltd. and Nippon Oil-Tanker Ltd.).  Subsequently, Mr.
         Kohsaka has held various positions relating to steel
         products, tramp cargoes, new-buildings, sale and
         purchase, ship management, insurance and legal matters.
         Mr. Kohsaka has also been a Maritime Arbitrator since
         1991 and a Member of the Tokyo Maritime Arbitration
         Commission during the period 1991-1997.

     (E) Spyros Gianniotis was appointed as a director of Aries'
         Board of Directors on October 13, 2009.  Mr. Gianniotis
         has been the Chief Financial Officer of Aegean Marine
         Petroleum Network Inc. (NYSE:ANW) since September 1,
         2008.  Prior to joining the Aegean, Mr. Gianniotis served
         for 21 years in various positions in major banks in
         Greece and USA.  Prior to 2001, Mr. Gianniotis worked at
         Citigroup in Athens, Piraeus and New York.  Since 2001,
         Mr. Gianniotis was holding the position of the Head of
         Shipping at Piraeus Bank SA where he terminated this
         assignment as Assistant General Manager in order to join
         Aegean.  Mr. Gianniotis holds a BA, MSc and an MBA from
         American Universities.

     (F) Apostolos Tsitsirakis was appointed as a director of
         Aries' Board of Directors on October 13, 2009.  Since
         2003 Mr. Tsitsirakis served as President and founder of
         Maritime Capital Management Ltd, a private consulting and
         investment management firm specializing in international
         business development with particular emphasis on the
         shipping and international oil industries.  Mr.
         Tsitsirakis has served on the Board of Directors of
         Aegean Marine Petroleum Inc (NYSE:ANW) from the company's
         IPO on 2006 until November 2007.  In 2004 Mr. Tsitsirakis
         participated as partner and investor with Fleet
         Acquisition LLC, in the acquisition of the fleet that
         formed Genco Shipping (NYSE:GNK).  From 1997 to 2003, Mr.
         Tsitsirakis was affiliated with a family ship-owning and
         management company based in Piraeus, Greece, where he
         served as Director of Marine Operations while holding
         several other management positions.

         Prior to 1997, Mr. Tsitsirakis worked for various ship-
         owners and shipbrokers in London and Piraeus, Greece.
         Mr. Tsitsirakis holds a Master's degree in Business
         Administration from Webster University, London.

     (G) Panagiotis Skiadas has served as a member of Aries' Board
         of Directors since the closing of its initial public
         offering in June 2005.  Mr. Skiadas has been the
         Environmental Manager of Viohalco S.A., responsible for
         all environmental and climate change issues as well as
         certain energy related matters.  Viohalco S.A. is the
         holding company of the largest Greek metals processing
         group that incorporates roughly 90 companies and accounts
         for roughly 10% of Greece's total exports.  Prior to
         joining Viohalco in April 2006, Mr. Skiadas performed the
         same role for a subsidiary of Viohalco, ELVAL S.A., since
         2004.  He has also served as the Section Manager of
         Environmental Operations for the Organizational Committee
         of Olympic Games, Athens 2004 S.A.  Mr. Skiadas holds a
         B.S. from the University of Florida and a Master of
         Engineering from the Massachusetts Institute of
         Technology (MIT) in Environmental Engineering.

In connection with the transactions consummated at closing, and
for the services provided by such directors, certain members of
the former and current Board of Directors received compensation,
in the aggregate, of $87,500 and 87,500 shares of common stock, as
well as the outstanding restricted common stock of such directors
immediately vested.  In addition, pursuant to the terms of his
employment agreement, Jeffrey Parry, Aries' Chief Executive
Officer prior to his resignation upon the closing, received a lump
sum of $885,752.69 and outstanding options previously granted to
Mr. Parry vested immediately, as part of his severance.

                      Financing Arrangements

          (A) Convertible Notes

At the closing, Aries issued $145.0 million in aggregate principal
amount of 7% senior unsecured convertible notes due 2015.  The 7%
Notes are convertible into shares of common stock at a conversion
price of $0.75 per share, subject to adjustment for certain
events, including certain distributions by Aries of cash, debt and
other assets, spin offs and other events.  The issuance of the 7%
Notes was pursuant to an Indenture dated October 13, 2009 between
Aries and Marfin Egnatia Bank S.A., and a Note Purchase Agreement,
executed by each of Investment Bank of Greece and Focus Maritime
Corp. as purchasers.

Currently, Investment Bank of Greece retains $100,000 outstanding
principal amount of the 7% Notes and the remainder is owned by
Focus Maritime Corp., a company controlled by Mr. Zolotas.  All of
the outstanding 7% notes owned by Focus Maritime Corp. were
pledged to, and their acquisition was financed by, Marfin Egnatia
Bank S.A.  The proceeds of the 7% Notes are expected to be used
for general corporate purposes, to fund vessel acquisitions and to
partially repay existing indebtedness.  The Note Purchase
Agreement and the Indenture with respect to the 7% Notes contain
certain covenants, including limitations on the incurrence of
additional indebtedness, except in connection with approved vessel
acquisitions, and limitations on mergers and consolidations.

In connection with the issuance of the 7% Notes, Aries entered
into a Registration Rights Agreement providing certain demand and
other registration rights for the shares of common stock
underlying the 7% Notes.

          (B) Bank Financing

At the closing, Aries' existing syndicate of lenders entered into
a new $221,429,999 Facility Agreement with (i) Bank of Scotland
plc, Nordea Bank Finland plc, London Branch, HSH Nordbank AG, The
Governor and the Company of the Bank of Ireland, Sumitomo Mitsui
Banking Corporation, Brussels Branch, Bayerische Hypo-und
Vereinsbank AG, Commerzbank Aktiengesellschaft, General Electric
Capital Corporation, Natixis and Swedbank AB (publ) as banks, (ii)
The Governor and Company of The Bank of Ireland, Hsh Nordbank AG
and Sumitomo Mitsui Banking Corporation, Brussels Branch, as co-
arrangers, (iii) Bank of Scotland Plc (Formerly HBOS Treasury
Services Plc), Nordea Bank Finland Plc, London Branch, The
Governor and Company of the Bank of Ireland, Hsh Nordbank AG SMBC
Capital Markets, Inc. as swap banks and (iv) Bank of Scotland Plc
as agent dated October 13, 2009, to refinance Aries' existing
revolving credit facility.  Aries applied $20.0 million of the
proceeds of the issuance of the 7% Notes to reduce the outstanding
amount under the Facility Agreement, which has been structured to
extend amortization that now includes a $163.4 million repayment
due in October 2014.

In connection with the execution of the Facility Agreement, Aries
issued, pursuant to a Warrant Purchase Agreement and a Warrant
Agreement, each dated October 13, 2009, to Investment Bank of
Greece warrants to purchase up to 5 million shares of Aries'
common stock at an exercise price of $2.00 per share, with an
expiration date of October 13, 2015, as evidenced by a Warrant
Certificate.  The warrants are subject to adjustment upon the
occurrence of certain events, including certain distributions by
Aries of cash, debt and other assets, spin offs and other events.

In connection with the closing, Aries entered into a Registration
Rights Agreement providing certain demand and other registration
rights for the shares of common stock underlying the Warrants.

                         Fleet Composition

Following the closing on October 13, 2009, Aries' fleet consists
of 14 vessels, comprised of:

     four Panamax tankers (all double-hulled);

     five MR tankers (three double-hulled);

     two container vessels (2,917 TEU); and

     three capesize drybulk vessels totaling 477,000 dwt.

Five of the 14 vessels are secured on period charters.  Charters
for two of Aries' products tanker vessels, as well as one capesize
vessel, currently have profit-sharing components.

                          Going Concern

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

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

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

                       About Aries Maritime

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


ARIES MARITIME: Goldman Advisors Disclose Equity Stake
------------------------------------------------------
S. Goldman Advisors, LLC, and Sheldon M. Goldman disclose holding
7,500,000 shares or roughly 13.5% of the common stock of Aries
Maritime Transport Limited as of October 22, 2009.

Goldman Advisors beneficially own 7,500,000 shares of Common
Stock, consisting of the 2,500,000 Shares to be issued to Goldman
Advisors and the 5,000,000 shares of Common Stock issuable upon
exercise of the Warrants to be issued to Goldman Advisors, which
shares represent in the aggregate roughly 13.5% of the 47,939,655
shares of Common Stock outstanding as of October 13, 2009, based
upon representations made by Aries in connection with the issuance
of the Senior Notes.  If all $145,000,000 in aggregate principal
amount of the outstanding Senior Notes were converted into Common
Stock, such percentage would be approximately 3.0%.

Goldman Advisors explains that pursuant to the terms of a
Financial Advisory Engagement Letter, dated as of June 24, 2009,
between Grandunion Inc. and Goldman Advisors, Grandunion agreed to
issue, or cause Aries to issue, to Goldman Advisors or its
designees 2,500,000 shares of Common Stock and 5,000,000 warrants
for an equal number of shares of Common Stock.  The Shares and
Warrants are to be issued as compensation to Goldman Advisors for
financial advisory services provided to Grandunion in connection
with Grandunion's acquisition of 18,977,778 shares of Aries Common
Stock on October 13, 2009.  As a result of the consummation of the
Grandunion Transaction on October 13, 2009, Goldman Advisors
became entitled to receive the Shares and Warrants, although the
Shares and Warrants have not been issued to Goldman Advisors.

                          Going Concern

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

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

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

                       About Aries Maritime

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


ARIES MARITIME: Investment Bank of Greece Discloses 9.7% Stake
--------------------------------------------------------------
Investment Bank of Greece Societe Anonyme; Marfin Egnatia Bank
Societe Anonyme; and Marfin Popular Bank Public Company Limited
disclose holding 5,133,333 shares or roughly 9.7% of the common
stock of Aries Maritime Transport Limited as of October 21, 2009.

IBG beneficially owns 5,133,333 shares of Common Stock, consisting
of (i) 5,000,000 warrants to purchase an equal amount of shares of
Common Stock at an exercise price of $2.00 per share and (ii) a 7%
convertible senior note due 2015 in the principal amount of
$100,000, which is convertible into 133,333 shares of Common Stock
at a price of $0.75 per share.  Marfin Egnatia is deemed to
beneficially own the shares as a result of its roughly 92%
ownership of IBG and Marfin Popular is deemed to beneficially own
such shares as a result of its roughly 97% ownership of Marfin
Egnatia.

                          Going Concern

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

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

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

                       About Aries Maritime

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


ARKANSAS BEST: Moody's Downgrades Senior Bank Loan Rating to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service has lowered the ratings of Arkansas Best
Corporation, senior unsecured bank credit facility to Ba1 from
Baa2.  At the same time, Moody's assigned a Corporate Family
Rating of Ba1, a Probability of Default Rating of Ba1, and a
Speculative Grade Liquidity Rating of SGL-2.  The ratings outlook
is negative.  This concludes the ratings review commenced on
July 23, 2009.

The multiple-notch downgrade was prompted by two primary factors.
First, with the dramatic deterioration in operating performance
the company has experienced amid an especially deep and prolonged
industry recession, Arkansas Best's operating metrics have
weakened to a point that no longer supports an investment-grade
rating, particularly when considered in light of tightness to
financial covenants.  Secondly, the ratings consider Arkansas
Best's exposure to the key multi-employer pension plans, which
will likely have a long-term negative impact on the company's cost
structure.  Moody's estimates that such pension plans associated
with its main union -- the International Brotherhood of Teamsters
-- have become increasingly underfunded over the past few years,
to then extent that key funds are of the "critical" funding
status.  As such, it is not likely that these plans will be
restored to adequate funding levels through contributions by
participating companies for the foreseeable future, suggesting
that this will continue to be a negative factor on the company's
cost structure for some time to come.  Over the nearer term,
pressure on Arkansas Best's costs will be limited by modest cost
increases as prescribed under its current IBT contract, which
expires in 2013.

Although credit metrics compare more closely to lower-rated
companies, the Ba1 corporate family rating is supported by the
company's strong market position, minimal balance sheet debt, and
a strong liquidity profile.

The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's
assessment of Arkansas Best's good liquidity profile.  The company
maintains a strong cash balance (approximately $190 million as of
September 2009), and has no debt maturities that would create a
potential draw on cash.  Even if operating results only improve
slowly from current recessionary levels, Moody's estimates that
the company will still generate operating cash flow sufficient to
cover the modest capital expenditure levels that are anticipated
over the near term.  This robust cash position offsets weaknesses
to the liquidity profile posed by uncertainty regarding compliance
with financial covenants, and will be important to the maintenance
of the Ba1 rating.

The negative outlook reflects uncertainty regarding the ability of
the company to return to positive operating income over the near
term, as the trucking sector struggles to gain control over yield
and volume deterioration.  Barring material improvement in margins
starting in the fourth quarter of 2009, Moody's believes that
Arkansas Best will be challenged in its compliance with covenants
under its $325 million bank credit facility, which is currently
un-drawn.  Moreover, Moody's expects that financial performance
and credit metrics will remain weaker than levels commensurate
with the Ba1 over the near term, as any recovery in the trucking
market is expected to be slow and moderate.

Ratings could be lowered if the company's operating performance
fails to stabilize over the next year, with operating ratios
remaining above 100% over this period.  Ratings could be lowered
of the company generates persistently negative free cash flow that
would result in a meaningful erosion in liquidity.  In such a
scenario, the loss of access to an external line of credit would
further stress the company's liquidity profile, and increase the
likelihood of a ratings downgrade.

Over the near term, since it is expected that Arkansas Best's
credit metrics will remain substantially weak for the Ba1 rating,
the likelihood of a ratings upgrade will be limited over the near
term.  However, the ratings outlook could be stabilized if
Arkansas Best's operating results return to profitable levels,
with operating ratios consistently below 97% and full access to
the existing or similar-sized liquidity facility is restored with
comfortable room under financial covenants.  The ratings outlook
could also be favorably affected by a material decrease in the
implied multi-employer plans' withdrawal liabilities, which would
suggest less of a concern over the impact that these plans would
have on margins in the future.

Downgrades:

Issuer: Arkansas Best Corporation

  -- Senior Unsecured Bank Credit Facility, Downgraded to Ba1
      (LGD4, 51%) from Baa2

Outlook Actions:

Issuer: Arkansas Best Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Arkansas Best's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) Moody's
projections of the company's performance over the near to
intermediate term, and iv) management's track record and tolerance
for risk.  These attributes were compared against other issuers
both within and outside of Arkansas Best's core industry and
Arkansas Best's ratings are believed to be comparable to those of
other issuers of similar credit risk.

The last rating action was on July 23, 2009, when the ratings were
placed under review for downgrade.

Arkansas Best, based in Fort Smith Arkansas, operates a national
less than truckload trucking company.


ARCADE PUBLISHING: Court Okays GSL to Supervise Possible Sale
-------------------------------------------------------------
Jim Milliot at Publishers Weekly reports that the Bankruptcy Court
has approved the appointment of GSL Publishing Associates to
oversee the possible sale of Arcade Publishing, Inc.  According to
Publishers Weekly, Arcade Publishing's assets include about 250
active titles and an inventory of 550,000 units as well as
electronic rights to about 200 titles.  Publishers Weekly relates
that Hachette Book Group, which owns one of Arcade Publishing's
biggest creditors Little, Brown & Company, is continuing to
distribute the backlist, but with the approval of the Court, it is
keeping receipts to help pay down the Company's debt.  According
to Publishers Weekly, GSL Publishing President David Lamb said
that the firm will present the "entire Arcade list to see what
kind of appetite there is for it and then develop options for the
sale and for Arcade."

New York-based Arcade Publishing, Inc., is a small, independent
literary house that has published books by famous foodie James
Beard, film director Ingmar Bergman, Israeli president Shimon
Peres, and other authors from around the globe.  It was founded by
the late Richard Seaver.

Arcade Publishing filed for Chapter 11 bankruptcy protection on
June 5, 2009 (Bankr. S.D.N.Y. Case No. 09-13636).  Sanford Philip
Rosen at Sanford P. Rosen & Associates, P.C., assists the Company
in its restructuring efforts.  The Company listed $1,000,001 to
$10,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


ASARCO LLC: Asbestos Committee Wants to Retain Jennings Strouss
---------------------------------------------------------------
The Official Committee of Asbestos Claimants of ASARCO LLC seeks
the Court's authority to retain Jennings, Strouss & Salmon,
P.L.C., as its special counsel, nunc pro tunc to October 5, 2009.

Robert Phillips, co-chairman of the Asbestos Committee, tells the
Court that Jennings Strouss will assist the Asbestos Committee in
due diligence, regulatory compliance related matters, and in
perfecting security interests under, and as related to, Arizona
law in connection with assets and interests that will be
transferred and granted to the ASARCO Asbestos Personal Injury
Settlement Trust upon the effective date of a plan of
reorganization for the Debtors.

Jennings Strouss will be paid for its services on its normal
hourly rates:

     Professional       Position          Rate
     ------------       --------          ----
     Bruce May          Equity Member     $450
     David Elston       Member            $325
     Kerry Hodges       Associate         $250
     Sue Sassatelli     Paralegal         $175

Jennings Strouss will also be reimbursed of necessary expenses
incurred in connection with its retention.

To the extent any fees and expenses are not reimbursed by the
Debtors' bankruptcy estates, Jennings Strouss reserves all of its
rights to seek reimbursement from the Asbestos Committee members.

Bruce B. May, Esq., an equity member of Jennings Strouss, informs
the Court that the firm has no connection with the Debtors, other
creditors, or any other party-in-interest.  He adds that Jennings
Strouss has been involved in certain unrelated bankruptcy cases,
in which one or more of the law firms involved in the Debtors'
bankruptcy cases may have been involved.  He assures Judge
Schmidt, however, that neither he nor the firm has any adverse
interests to the Debtors or their creditors and bankruptcy
estates.

The Asbestos Committee has sought and obtained the Court's nod
for an expedited hearing on its application.  The Court will
commence a hearing on October 21, 2009, to consider the
application.

                         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: Charter Oak Work for Asbestos Committee Expanded
------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of Asbestos
Claimants in Asarco LLC's cases and Robert C. Pate, Future Claims
Representative, to expand the scope of employment of their
financial advisors, Charter Oak Financial Consultants, LLC, in
connection with the provision of Database Management Services.

Since October 2008, Charter Oak and its professionals have been
providing financial advisory services to the Asbestos Committee
and the FCR in connection with all aspects of the bankruptcy cases
including helping the Asbestos Committee and the FCR to analyze
the treatment of asbestos claimants in the various plans of
reorganization proposed in the cases, as well as analyzing issues
surrounding the litigation over ASARCO's liability for the
asbestos-related liabilities of the Subsidiary Debtors.

In connection with the vast amount of discovery related to the
Alter Ego Estimation Proceeding, the Court authorized the
Subsidiary Committee and the Subsidiary FCR to enter into
contracts with The Common Source Incorporated for the purpose of
providing the Subsidiary Committee and the Subsidiary FCR with
confidential remote access to a central repository database, data
management, scanning and coding services.

Charter Oak has worked closely with the Subsidiary Committee and
the FCR in connection with reviewing and analyzing the documents
hosted by TCS on the central database, and has advised Asbestos
Committee and the FCR that it can provide substantially similar
services to the Asbestos Committee and the FCR on a more cost
effective basis.  The Asbestos Committee and the FCR subsequently
notified TCS that they were terminating their contract with TCS.

Because TCS will no longer be providing database hosting and
management services to the Subsidiary Committee and the FCR, and
in light of the more cost effective services to be provided by
Charter Oak, the Asbestos Committee and the FCR seek to expand the
retention of Charter Oak to include the provision of data
management services to the Asbestos Committee and the FCR.

Charter Oak will be paid at its normal hourly rates.  The
professionals expected to provide the Database Management Services
to the Asbestos Committee and the FCR and their hourly rates are:

  Professional            Position             Hourly Rate
  -----------             --------             -----------
Robert H. Lindsay       Managing Director           $550
Position to be Filled   Assistant Director   $275 - $400

                         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: Court Disallows Sidley Austin's $1.7MM Claim
--------------------------------------------------------
The Bankruptcy Court has sustained ASARCO LLC's objection to
Sidley Austin LLP's Claim No. 10739, and disallowed the Claim in
its entirety.

Sidley Austin asserted the Claim against the Debtors' bankruptcy
estates for a total unsecured non-priority claim of $1,682,979 in
prepetition legal fees and expenses based on invoices it
submitted to Grupo Mexico, S.A. de C.V.

ASARCO LLC said it objected to the Claim because the Claimant has
not provided any evidence to establish that the Debtors,
prepetition, have entered into any enforceable contract or
agreement with the Claimant to have the Claimant provide legal
services and to incur legal expenses on behalf of and for the
benefit of the Debtors.

Shelby A. Jordan, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., in Corpus Christi, Texas, contended that the Claimant has
not produced any instrument or evidence, whereby the Debtors have
affirmatively acknowledged or represented that the Debtors were
obligated to the Claimant prepetition for the legal fees and
expenses referenced on the invoices attached to the Claimant's
proof of claim.  Even if the Claimant has correctly stated the
amounts of its invoices and claims, it has not met its burden to
establish that given the nature of the referenced legal matters,
the fees and expenses were reasonable and necessary, he asserts.

                         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)


ASSET RESOLUTION: Taps Bryan Cave as Special Counsel
----------------------------------------------------
Asset Resolution LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Bryan Cave LLP as their special counsel.

The firm has agreed to, among other things:

   a) prepare, in consultation with lead bankruptcy counsel,
      schedules and statement of financial affairs for each debtor
      entity;

   b) assist and advise Debtors regarding real estate, special
      loan servicing and corporate matters;

   c) provide legal services relating to litigation and resolution
      of the California portion of the portfolio, respecting
      California borrowers, California or other state resident
      guarantors, or collateral located in California;

   d) assist and advise the Debtors regarding other pending
      litigation matters in which Debtors may be involved,
      including continued prosecution or defense of actions and
      negotiations on Debtors' behalf; and

   e) liquidate and transfer interests in real property, by
      working with borrowers, guarantors and escrow and title
      companies.

The firm's standard hourly rates are:

      Partners             $350-$525
      Counsel/Associates   $185-$385
      Paraprofessionals     $85-$165

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

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

Headquartered in New York, Asset Resolution LLC and 14
subsidiaries filed for Chapter 11 protection on Oct. 14, 2009
(Bankr. D. Del. Case No. 09-16142).  Klestadt & Winters LLP serves
as counsel to the Debtors.  When it filed for protection from its
creditors, Asset Resolution listed assets between $100 million and
$500 million, and debts between $10 million and $50 million.  The
schedules say assets total $423,498,002 while debts total
$22,642,531 as of the bankruptcy filing.


ATLANTIC EXPRESS: Moody's Changes Default Rating to 'Caa1/LD'
-------------------------------------------------------------
Moody's Investors Service has changed the probability of default
rating of Atlantic Express Transportation Corp. to Caa1/LD from
Caa3.  The outlook has been changed to stable from negative.  The
rating change follows completion of the company's debt exchange
offer which Moody's deems to have been a distressed exchange; the
"LD" designation has been temporarily added to the probability of
default rating to denote the limited default that occurred on
Atlantic Express' $185 million senior secured floating rate notes
due April 2012.

Following the debt exchange the company's corporate family rating
has been upgraded to Caa1 from Caa3 as the debt balance reduced by
approximately $100 million.  Although leverage remains relatively
high, the transaction improved the company's liquidity position
and its prospects for free cash flow generation.  The Caa1 also
encompasses some risk related to the New York City Board of
Education contract, which expires in June 2010.  Should that
contract be re-awarded with better pricing provisions, prospects
for credit profile improvements could grow.  The rating
acknowledges that in December 2008 Atlantic Express won a 10-year
New York City Transit Authority paratransit contract re-bid; the
new contract features better pricing provisions including fuel
cost pass through.

The stable outlook reflects a moderate fuel price outlook and the
more stable liquidity situation that Atlantic Express possesses in
the new capital structure.

Despite the change in the probability of default rating, the
rating on the remaining senior floating rate notes due April 2012
has been affirmed at Caa3 with the Loss Given Default assessment
changing to LGD 6, 93% from LGD 4, 51% due to the effectively more
junior position of that debt relative to the approximately
$90 million of senior secured exchange notes due 2013.  Since
nearly all of the senior floating rate notes due April 2012 have
been replaced through the exchange, Moody's will subsequently
withdraw the note rating.

The ratings are:

  -- Corporate family to Caa1 from Caa3

  -- Probability of default to Caa1/LD from Caa3

  -- Senior floating rate notes due 2012 affirmed at Caa3 but
     changed to LGD6, 93% from LGD4, 51%

Additionally, after removing the "LD" designation from Atlantic
Express' probability of default rating, all remaining ratings will
be withdrawn for business reasons.

Atlantic Express' ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Atlantic Express' core industry and Atlantic Express'
ratings are believed to be comparable to those of other issuers of
similar credit risk

Moody's last rating action on Atlantic Express occurred April 7,
2009, when the probability of default rating was downgraded to
Caa3 from Caa2.

Atlantic Express Transportation Corporation, headquartered in
Staten Island, New York, is the fourth largest provider of
outsourced school bus transportation in the United States.  The
company also provides para-transit services to public transit
systems.


ATP OIL & GAS: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which ATP Oil & Gas
Corp. is a borrower traded in the secondary market at 94.30 cents-
on-the-dollar during the week ended Friday, Oct. 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.48
percentage points from the previous week, The Journal relates.
The loan matures on Dec. 30, 2013.  The Company pays 475 basis
points above LIBOR to borrow under the facility.  The debt is one
of the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 23, among the
164 loans with five or more bids.  The bank debt is not rated by
Moody's and Standard & Poor's.

ATP Oil & Gas Corp. -- http://www.atpog.com/-- is an
international offshore oil and gas development and production
company with operations in the Gulf of Mexico and the North Sea.
The company trades publicly as "ATPG" on the NASDAQ Global Select
Market.


AURA SYSTEMS: August 31 Balance Sheet Upside-Down by $3.3 Million
-----------------------------------------------------------------
Aura Systems, Inc.'s consolidated balance sheet at August 31,
2009, showed $5,415,057 in total assets and $8,732,912 in total
liabilities, resulting in a shareholders' deficit of $3,290,438.

The Company's consolidated balance sheet at August 31, 2009, also
showed strained liquidity with $2,477,294 in total current assets
available to pay $8,126,064 in total current liabilities.

The Company reported a net loss of $9,073,629 on net revenues of
$632,111 for the three months ended August 31, 2009, compared with
a net loss of $2,825,373 on net revenues of $590,425 in the
comparable period in the previous fiscal year.

The increase in net loss was primarily as a result of the
increased charges associated with the employee stock option plan.

Stock option compensation expense increased $6,487,262 over the
prior year period as a result of the non-cash charges for the
issuance of employee stock options in the current year period,
which was determined utilizing the Black Scholes method assuming a
volatility of the stock of 107%, term of five years and a discount
of 2.625%.

During the second quarter of fiscal 2010, the Company's board of
directors determined that, in order to provide incentives to its
employees, it was in the best interest of the company to cancel
and replace the outstanding employee options that had been
granted.  With the employees' consent, the Company cancelled all
outstanding employee options that previously had exercise prices
ranging from $2.00 to $3.00, and issued new options with a grant
date of June 18, 2009, and an exercise price of $1.50.  Employees
were given credit towards the three year vesting period extending
from the date of their original hire.

For the six months ended August 31, 2009, the Company reported a
net loss of $11,354,656 on net revenues of $1,264,816, compared
with a net loss of $4,863,961 on net revenues of 4825,985 in the
corresponding period last year.  The increase in net revenues is
primarily due to the current year sales to a single customer in
the refrigeration trucking industry.  Sales in this industry did
not begin until the second quarter of fiscal 2009.

Full-text copies of the Company's consolidated financial
statements as of and for the three months ended August 31, 2009,
are available for free at http://researcharchives.com/t/s?4755

The Company said it anticipates the need for approximately
$7.5 million to fund its operations for the upcoming twelve
months, and is expecting to raise this funding through a private
placement of common stock.

Based in El Segundo, California. Aura Systems, Inc. designs,
assemble and sell the AuraGen(R), the Company's patented mobile
power generator that uses the engine of a vehicle to generate
power.  The AuraGen(R) delivers on-location, plug-in electricity
for any end use, including industrial, commercial, recreational
and military applications.  The Company began commercializing the
AuraGen(R) in late 1999.

The Company filed for Chapter 11 protection on October 6, 2009
(Bankr. C.D. Ill. Case No. 09-72982).  Judge Mary P. Gorman
presides over the case.  Andrew Bourey, Esq., at Bourey Law
Offices, in Decatur, Illinois, represents the Debtor as counsel.
In its petition, the Debtor listed total assets of $94,722 and
total debts of $1,258,804.  This is the Debtor's second bankruptcy
filing.

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/ilcb09-72982.pdf

In its Form 10-Q for the quarterly period ended August 31, 2009,
which was filed with the Securities and Exchange Commission on
October 20, 2009, the Company said that it filed for protection
under Chapter 11 of the U.S. Bankruptcy Code, from which the
Company emerged under a court-approved plan of reorganization in
January 2006.


AVIZA TECHNOLOGY: Discloses Change of Management, Changes Name
--------------------------------------------------------------
Aviza Technology Inc.'s board of directors appointed Patrick C.
O'Connor as a member of the board.   Mr. O'Connor resigned as
executive vice president and chief financial officer of the
Company and was appointed by the board to serve as chief executive
officer, chief restructuring officer and secretary of the Company.

The Company also disclosed that effective upon the closing of the
Section 363 sale of the Company's assets to Sumitomo Precision
Products Co., Ltd., Jerauld J. Cutini, Dana C. Ditmore and Klaus
C. Wiemer resigned from the board.  In addition, effective
Oct. 16, 2009, Mr. Cutini resigned as president and chief
executive officer of the Company.

The Company added that it filed with the Delaware Secretary of
State a Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of the Company, to change the name of
the Company from Aviza Technology, Inc. to ATI Liquidating, Inc.
The Charter Amendment was made pursuant to Section 303 of the
General Corporation Law of the State of Delaware and pursuant to
an order of the Bankruptcy Court issued in connection with its
approval of the Section 363 Sale.  Stockholder approval of the
Charter Amendment was not required.

A full-text copy of the Company's certificate of amendment is
available for free at http://ResearchArchives.com/t/s?474d

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

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


BANK OF ELMWOOD: Tri City Nat'l Bank Assumes All Deposits
---------------------------------------------------------
Bank of Elmwood, Racine, Wisconsin, was closed October 23 by the
Wisconsin Department of Financial Institutions, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver. To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Tri City National Bank, Oak Creek,
Wisconsin, to assume all of the deposits of Bank of Elmwood.

The five branches of Bank of Elmwood will reopen as branches of
Tri City National Bank.  Depositors of Bank of Elmwood will
automatically become depositors of Tri City National Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branch until Tri City National Bank can fully
integrate the deposit records of Bank of Elmwood.

As of September 30, 2009, Bank of Elmwood had total assets of
$327.4 million and total deposits of approximately $273.2 million.
Tri City National Bank did not pay the FDIC a premium for the
deposits of Bank of Elmwood. In addition to assuming all of the
deposits of the failed bank, Tri City National Bank agreed to
purchase essentially all of the assets.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-234-9027.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/elmwood.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $101.1 million.  Tri City National Bank's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives.  Bank of Elmwood is
the 104th FDIC-insured institution to fail in the Nation this
year, and the first in Wisconsin.  The last FDIC-insured
institution closed in the state was The First National Bank of
Blanchardville, Blanchardville, on May 9, 2003.


BEARINGPOINT INC: Court OKs Equity Interest Sale to Perot Systems
-----------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York approved (i) the Equity Purchase
Agreement, dated Sept. 29, 2009, between BearingPoint, Inc. and
Perot Systems TSI (Mauritius) PVT. Ltd., pursuant to which Perot
agreed to purchase the equity interest in BearingPoint Management
Consulting (Shanghai) Ltd.; and (ii) the contracts ancillary to
the EPA, including, without limitation, the Cross License
Agreement, the Trademark License Agreement, and the Transition
Services Agreement.

The Court also authorized BearingPoint to (a) sell the equity
interest, (b) perform under the EPA and consummate the
transactions contemplated in the EPA and Ancillary Agreements and
take actions as are necessary in furtherance thereof, and (c)
reimburse Perot Systems for its reasonable and documented out-of-
pocket expenses incurred in connection with the EPA, in an amount
not to exceed $500,000.

As reported in the Troubled Company Reporter on Oct. 13, 2009,
Perot Systems expressed its intention to acquire BearingPoint
Management Consulting (Shanghai) Ltd.  TCR reported that the
development follows the Sept. 21, 2009, announcement that Perot
Systems will be acquired by Dell, a transaction that combines
Perot Systems' services portfolio with Dell's global reach,
significant existing services unit, and industry-leading hardware
products.  The overall combination will give enterprises in China
access to a complete suite of IT, applications, business-process,
and consulting services.

The Debtor related that the assignment by the Debtor of the CA
Agreement to Dallas Project Holdings Limited and assumption by
DPHL of the CA Agreement were requirements of the Buyer.

Any and all valid and perfected interests in the shares will be
attached to any proceeds of the shares immediately upon receipt of
the proceeds by the Debtor in the order of priority, and with the
same validity, force and effect which they now have against the
shares, subject to any rights, claims and defenses the Debtor.

                        About Perot Systems

Perot Systems is a worldwide provider of information technology
services and business solutions.  Through its flexible and
collaborative approach, Perot Systems integrates expertise from
across the company to deliver custom solutions that enable clients
to accelerate growth, streamline operations and create new levels
of customer value.  Headquartered in Plano, Texas, Perot Systems
reported 2008 revenue of $2.8 billion.  The company has more than
23,000 associates located in the Americas, Europe, Middle East and
Asia Pacific.

                         About BearingPoint

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

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

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


BUILDERS FIRSTSOURCE: Launches Rights Offering & Debt Exchange
--------------------------------------------------------------
Builders FirstSource, Inc., on Friday unveiled a $205 million
common stock rights offering and debt exchange for its outstanding
Second Priority Senior Secured Floating Rate Notes due 2012.

The Company expects to raise up to $205 million of new equity
capital by way of a rights offering to its stockholders to
purchase common stock at a subscription price of $3.50 per share.
The Company intends to use $75 million of the proceeds of the
rights offering for general corporate purposes and to use any
incremental proceeds to repurchase a portion of its 2012 notes.
Holders of the 2012 notes will exchange, at par, their 2012 notes
for cash, new notes with an interest rate of LIBOR (subject to a
3.0% floor) plus 1000 basis points that will mature in 2016, or a
combination of cash and new notes, subject to proration.  To the
extent that the gross proceeds of the rights offering are less
than $205 million, holders of the 2012 notes will convert a
portion of the 2012 notes into common stock at an exchange price
equal to the subscription price of the rights offering.

The transaction will benefit the Company by:

     -- providing the Company with significant incremental
        liquidity to fund operations;

     -- deleveraging the Company's balance sheet; and

     -- extending the maturity of the Company's remaining
        indebtedness under the 2012 notes.

The Company had formed a Special Committee to review a proposal
submitted by its two largest stockholders, JLL Partners Fund V,
L.P., and Warburg Pincus Private Equity IX, L.P.  Robert Griffin,
Chairman of the Special Committee, said, in approving the
transaction, "we worked hard with our advisors to provide
constructive responses to the transaction proposed by JLL and
Warburg Pincus, and we are pleased to have agreed upon a structure
that allows current stockholders to maintain their ownership while
also allowing the Company to improve its liquidity and right size
its balance sheet."

Floyd Sherman, the Company's Chief Executive Officer, said "We
appreciate the support of JLL and Warburg Pincus, our largest
stockholders, their continued willingness to invest in the future
of the Company and their demonstrated faith in our management
team.  I believe that this transaction is a message to the entire
building community that Builders FirstSource has the capacity to
withstand the current downturn and is prepared for the anticipated
recovery."

Mr. Sherman concluded, "We are optimistic that this transaction
will be viewed favorably by our customers, suppliers and
employees.  We expect the Company to emerge from this downturn in
the building market as a stronger and better capitalized
competitor."

                        The Rights Offering

Under the terms of the rights offering, the Company will
distribute, at no charge to the holders of its common stock,
transferable rights to purchase up to an aggregate of
58,571,428 million new shares of common stock at a subscription
price of $3.50 per share.  The number of transferable rights to be
distributed per share of common stock will be announced when the
Company's Board of Directors sets a record date for the rights
offering and will be set forth in a registration statement to be
filed with the Securities and Exchange Commission and a prospectus
distributed to stockholders of record as of the record date.  Each
whole right will entitle a holder to purchase one share of common
stock at the subscription price.  Holders of rights (other than
JLL Partners Fund V, L.P., and Warburg Pincus Private Equity IX,
L.P.) who fully exercise their rights will be entitled to
subscribe for and purchase, subject to certain limitations and
subject to allotment, additional shares that remain unsubscribed
as a result of any unexercised rights (up to the number of shares
for which a holder may subscribe under its basic subscription
privilege).

JLL and Warburg Pincus, who collectively beneficially own
approximately 50% of the Company's common stock, have each agreed
to backstop the rights offering for no fee under the terms of an
Investment Agreement between the Company, JLL, and Warburg Pincus,
by purchasing from the Company, at the subscription price,
unsubscribed shares of common stock such that gross proceeds of
the rights offering will be $75 million.  In addition, to the
extent gross proceeds of the rights offering are less than
$205 million, each of JLL and Warburg Pincus has agreed to
exchange up to $48.909 million aggregate principal amount of the
2012 notes indirectly held by it for shares of our common stock at
an exchange price equal to the rights offering subscription price,
subject to proration from the participation of other holders of
2012 notes who exchange their 2012 notes for shares of our common
stock not subscribed for through the exercise of rights in the
rights offering.

The first $75 million of gross proceeds from the rights offering
will be used for general corporate purposes and to pay the
expenses associated with the transaction, and, to the extent gross
proceeds of the rights offering exceed $75 million, those proceeds
will be used to repurchase a portion of the outstanding 2012 notes
exchanged in the debt exchange.

                         The Debt Exchange

Under the terms of the debt exchange, the Company will exchange up
to $145 million of newly issued Second Priority Senior Secured
Floating Rate Notes due 2016 and up to $130 million in cash from
the proceeds of the rights offering in exchange for its
outstanding 2012 notes.

To the extent the Company receives less than $205 million of gross
proceeds from the rights offering, JLL and Warburg will exchange
their 2012 notes, and other participants in the debt exchange will
exchange all or a portion of their 2012 notes, for shares of
common stock at an exchange price equal to the subscription price,
rather than for the 2016 notes or cash, subject to proration.  To
the extent the gross proceeds from the rights offering, plus the
aggregate principal amount of any 2012 notes exchanged for common
stock do not equal $205 million, participants in the debt exchange
will receive, in exchange for a portion of their 2012 notes,
shares of common stock at an exchange price equal to the
subscription price.

In addition, holders who exchange their 2012 notes in the debt
exchange will consent to amend the indenture under which the 2012
notes were issued to eliminate certain restrictive covenants and
release the liens on the collateral securing the 2012 notes.
Holders of approximately 66-2/3% of the aggregate principal amount
of the 2012 notes, excluding JLL and Warburg Pincus, must consent
to such amendments to the indenture governing the 2012 notes in
order for the amendments to become effective.

The Company has entered into support agreements with the holders
of 82.8% of the aggregate principal amount of the 2012 notes under
which such noteholders have agreed to exchange their 2012 notes in
the debt exchange and consent to the amendments to the indenture
governing the 2012 notes.

An agreement in principle was reached to settle the consolidated
class and derivative action lawsuit that was filed in connection
with the proposed transaction.

Consummation of the rights offering and debt exchange is subject
to stockholder approval of the issuance of the shares to be issued
in the rights offering, the backstop commitment, and the debt
exchange; the exchange of at least 95% of the aggregate principal
amount of 2012 notes in the debt exchange; court approval of the
agreement to settle lawsuits relating to the transaction; and
other customary closing conditions.

A full-text copy of the Investment Agreement, dated October 23,
2009, by and among Builders FirstSource, Inc., JLL Partners Fund
V, L.P., and Warburg Pincus Private Equity Fund IX, L.P., is
available at no charge at http://ResearchArchives.com/t/s?475d

A full-text copy of the Form of Support Agreement, dated as of
October 23, 2009, by and among Builders FirstSource, Inc., and the
Holders of the Company's Second Priority Senior Secured Floating
Rate Notes due 2012, is available at no charge at:

               http://ResearchArchives.com/t/s?475e

Builders FirstSource is represented in the transactions by:

     Alston & Bird LLP
     One Atlantic Center
     1201 West Peachtree Street
     Atlanta, Georgia 30309
     Fax: (404) 881-7777
     Attn: William Scott Ortwein, Esq.
     E-mail: Scott.Ortwein@alston.com

     -- and --

     Morris, Nichols, Arsht & Tunnell LLP
     1201 North Market Street, 18th Floor
     P.O. Box 1347
     Wilmington, Delaware 19899-1347
     Fax: (302) 658-3989
     Attn: Andrew M. Johnston, Esq.
     E-mail: ajohnston@mnat.com

JLL Partners and Warburg Pincus are represented by:

     Skadden, Arps, Slate, Meagher & Flom LLP
     One Rodney Square
     P.O. Box 636
     Wilmington, Delaware 19899
     Fax: (302) 651-3001
     Attn: Robert B. Pincus, Esq.
           Allison L. Land, Esq.
     E-mail: bob.pincus@skadden.com
             allison.land@skadden.com

     -- and --

     Willkie Farr & Gallagher LLP
     787 Seventh Avenue
     New York, New York 10019-6099
     Fax: (212) 728-8111
     Attn: Steven J. Gartner, Esq.
           Mark Cognetti, Esq.
     E-mail: sgartner@willkie.com
             mcognetti@willkie.com

Goodwin Procter LLP serves as special counsel to Holders of the
outstanding Second Priority Senior Secured Floating Rate Notes due
2012:

     Goodwin Procter LLP
     The New York Times Building
     620 Eighth Avenue
     New York, New York 10018
     Fax: (212) 355-3333
     Attn: Allan S. Brilliant, Esq.
     E-mail: abrilliant@goodwinprocter.com

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource, Inc.
(NasdaqGS: BLDR) -- http://www.bldr.com/-- is a supplier and
manufacturer of structural and related building products for
residential new construction.  The company operates in 9 states,
principally in the southern and eastern United States, and has 55
distribution centers and 51 manufacturing facilities, many of
which are located on the same premises as its distribution
facilities.  Manufacturing facilities include plants that
manufacture roof and floor trusses, wall panels, stairs, aluminum
and vinyl windows, custom millwork and pre-hung doors.  Builders
FirstSource also distributes windows, interior and exterior doors,
dimensional lumber and lumber sheet goods, millwork and other
building products.

The Company has total assets of $457,192,000 against total
liabilities of $405,038,000 as of June 30, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on September 7, 2009,
Moody's Investors Service lowered the Probability of Default
rating of Builders FirstSource to Caa3 from Caa1.  In related
rating actions Moody's affirmed BLDR's Caa1 Corporate Family
Rating and downgraded the Sr. Secured Notes due 2012 to Caa3 from
Caa2.  The Speculative Grade Liquidity rating remains SGL-4.  The
outlook is negative.

The TCR said September 4, 2009, Standard & Poor's Ratings Services
placed its ratings, including the 'CCC+' corporate credit rating,
on Builders FirstSource on CreditWatch with negative implications.


BURLINGTON COAT: Bank Debt Trades at 8.30% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 91.70 cents-on-the-dollar during the week ended Friday,
Oct. 23, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.51 percentage points from the previous week, The
Journal relates.  The syndicated loan matures May 28, 2013.
Burlington Coat pays 225 basis points over LIBOR to borrow under
the facility.  The bank loan carries Moody's B3 rating and
Standard & Poor's CCC+ rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 23, among the 164 loans
with five or more bids.

Burlington Coat Factory Investments Holdings, Inc., and its
subsidiaries operate stores in 44 states and Puerto Rico, which
sell apparel, shoes and accessories for men, women and children.
A majority of the stores offer a home furnishing and linens
department and a juvenile furniture department.

As of Sept. 4, 2009, the Company operates 433 stores under the
names "Burlington Coat Factory Warehouse" (415 stores), "MJM
Designer Shoes" (15 stores), "Cohoes Fashions" (two stores), and
"Super Baby Depot" (one store) in 44 states and Puerto Rico.

As reported by the Troubled Company Reporter on June 29, 2009,
Fitch Ratings affirmed its Issuer Default Rating at 'B-'; US$800
million asset-based revolver rating at 'B+/RR1'; US$900 million
term loan rating at 'B/RR3', on Burlington Coat Factory Warehouse
Corp.  Fitch revised these ratings to reflect the new issue rating
definitions as of March 2009 -- US$305 million senior unsecured
notes revised to 'CC/RR6' from 'CCC/RR6'; US$99 million senior
discount notes revised to 'C/RR6' from 'CCC-/RR6'.


BRIGHAM EXPLORATION: Moody's Raises Corp. Family Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service upgraded Brigham Exploration Company's
Corporate Family Fating and Probability of Default Rating to Caa2
from Caa3, its senior unsecured note rating to Caa3 (LGD5-73%)
from Ca (LGD5-75%), and its Speculative Grade Liquidity rating to
SGL-2 from SGL-4.  The rating outlook is positive.

The upgrades reflect significantly improved liquidity after
Brigham announced and priced 16 million shares of common equity at
$10.50 per share, with approximate gross proceeds of $168 million.
Proceeds will be used to pay down Brigham's fully drawn
$110 million borrowing base revolver and pre-fund a portion of its
planned 2010 capital spending plan of approximately $176 million.
Also improving the company's liquidity profile was the extension
of the maturity of Brigham's credit facility to July 2012 from
June 2010 early in third quarter of 2009.

The Caa2 rating reflects Brigham's relatively small size in terms
of production and its reserve base, high full-cycle costs,
continued high pro-forma leverage as measured relative to its
reserve base and expected production, the sharp decline in
production since the fourth quarter of 2008 and the company's
expectation that it will eventually re-borrow under its revolver
during 2010 to fund its heavy capital spending program.

The positive outlook anticipates a rising production trend and
recognizes the company's recent success in the Bakken.
Additionally, the company expects production to be approximately
50% oil in the third quarter of 2009, as Brigham continues to
focus the majority of its exploration and development efforts on
its oil properties in the Williston Basin.  The outlook reflects
the heavy equity funding of a company-changing drilling program.

Nevertheless, higher ratings await assessment of year-end 2009
reserve addition metrics and costs as well as demonstration of
sustained production growth at suitable capital cost.  Higher
ratings would result from sustained growth in proven developed
reserves and production relative to debt levels, which would also
imply that growth was attained at suitable capital costs.

The SGL-2 rating reflects Brigham's strong pro-forma cash balance
and its availability on its pro-forma undrawn borrowing base
credit facility.  Tempering the company's liquidity profile is the
continued weak operating cash flow relative to very heavy capital
spending.  The company's ability to be in compliance with its
financial covenants could come under pressure over the next twelve
months as more favorable quarters in 2008 begin to roll off and
are replaced with periods of lower production and lower gas price
realizations.  Furthermore, the outcome of Brigham's fall bank
borrowing base re-determination is not yet known.

The last rating action Brigham was on March 13, 2009, when Moody's
downgraded the company's CFR and note rating Caa3 and Ca on tight
liquidity.

Brigham Exploration Company is headquartered in Austin, Texas.


CAFE BOULEVARD: To Close & Reopen as Boulevard Haus
---------------------------------------------------
Dayton Business Journal Cafe Boulevard, Ltd., will close for three
days in November and then reopen on November 28 as Boulevard Haus,
a German restaurant and bar.  According to a news release, the new
restaurant will combine traditional German fare with a
contemporary, casual bistro menu.  Business Journal relates that
owner Eva Brcic-Christian said that the restaurant would remain
open as it works through the bankruptcy process.

Cafe Boulevard, Ltd., is a casual American/French/European
restaurant at 329 E. Fifth St. in Dayton's Oregon District.  It
opened in 1997 and has 25 employees.  Eva Brcic-Christian is the
owner and general manager of Cafe Boulevard.  The Company filed
for Chapter 11 bankruptcy protection on April 7, 2009 (Bankr. S.D.
Ohio Case No. 09-32026).


CANWEST GLOBAL: Goldman to Block Changes to Alliance Deal
---------------------------------------------------------
On the first day of hearings in the Ontario Superior Court of
Justice to discuss the financial restructuring, lawyers for
Goldman Sachs Group Inc. warned that they would take legal action
against Canwest Global Communications Corp. if it tried to change
the terms of the Alliance Atlantis deal, the Globe and Mail
reported.

The report relates that two years ago, Goldman Sachs was the
financial savior for CanWest putting up most of the money for the
Canadian company's $2.3-billion buyout of Alliance Atlantis
Communications Inc.

Goldman Sachs expects to reap hundreds of millions of dollars,
notes the report.  "If there is any attempt to disclaim it, there
will be opposition to that - and litigation," the Globe and Mail
quoted Kevin McElcheran, Esq., Goldman Sachs' representative as
saying.

According to report, Mr. McElcheran told the Honorable Madam
Justice Sarah Pepall that Goldman Sachs could not support the
expedited timeline of CanWest's pre-packaged plan.  Though
Goldman is not a creditor in the process, it has claim over the
131 specialty TV channels purchased in the Alliance Atlantis
takeover, the report disclosed.  Mr. McElcheran is concerned
CanWest will use the court restructuring to try to negotiate new
terms, the report added.

The Globe and Mail says that Goldman Sachs put up two-thirds of
the funding for the takeover, and its deal requires CanWest to
buy out Goldman's stake in 2011.  The price of that stake depends
on how well CanWest operates the TV assets, along with its Global
TV network.

However, the report added that the recession has caused the
performance of those assets to erode and the purchase price for
CanWest is now estimated to be a few hundred million more than
originally forecast.

If the Canadian company can't pay the tab, the Globe and Mail
says Goldman can sell its stake to the highest bidder.

According to the report, Goldman Sachs argued in court that the
channels are not part of CanWest's CCAA filing.  Concerned about
rushing the process, the report says that Goldman asked for its
deal to be "carved out" of the restructuring.  However, Madam
Justice Pepall denied the Goldman request and approved the
time frame CanWest proposed. "In my view it would be
inappropriate to grant a carve-out at this stage," the Globe and
Mail quoted Judge Pepall as saying, adding that Goldman could
come back to the court at a later date if it had concerns with
the Alliance deal being threatened.

Moreover, the Globe and Mail reported that talks come as CanWest
is looking for new investors, and has tasked RBC Dominion
Securities Inc. to begin shopping $50-million stake in the
restructured company.  The process will see investment bankers
contacting a list of investors who may want to participate in a
recapitalization.  However, while the list is said to include
both Canadian media players and private investors, there are no
obvious buyers looking to invest,  says the report.

                      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: Launches DIY Network Canada
-------------------------------------------
Canwest is proud to announce the launch of DIY Network Canada, the
country's only 24/7 source for home improvement television.
Featuring tear-down, build-up and how-to television at its best,
DIY Network's programs and experts will offer viewers tips, advice
and step-by- step guidance to tackle a variety of home improvement
projects. DIY Network Canada launches October 19, 2009.

"This new Specialty channel for Canwest Broadcasting further
strengthens our position as the leader in lifestyle television,"
said Karen Gelbart, SVP, Lifestyle Content, Canwest Broadcasting.
"The launch of DIY Network Canada comes at a particularly
relevant time as it will provide our viewers with entertaining
programming that educates and offers practical ways to cut costs
and increase the value of their homes."

Established by U.S.-based Scripps Networks in 1999, DIY Network
is one of the fastest growing digital networks in the United
States with substantial gains of 25 percent in the key demographic
target in 2009 vs. 2008.  DIY Network Canada will join the family
of popular Canwest lifestyle specialty channels that also includes
other Scripps' channels Food Network Canada and HGTV Canada.  It
will launch in more than two million Canadian homes.

"We're delighted to bring DIY Network's unique brand and
programming to Canadian viewers, who will be empowered to take
control of their home renovation projects," says Kristen Jordan,
SVP of Scripps Networks International.  "There's never been a
better time to save money, learn a new skill, invest in your home
and just do-it-yourself."

DIY Network Canada is the perfect complement to HGTV Canada as it
offers the very best of home improvement television with
entertaining experts who offer practical advice while keeping the
tone upbeat and fun.  Series confirmed for launch include:

   -- Sweat Equity -- host Amy Matthews determines which home
      improvement projects will return the most bang for the
      buck;

   -- Yard Crashers -- Ahmed Hassan, professional landscaper,
      waits at stores for weekend warriors who could use his
      help and he follows them home for ambush landscaping at
      its best;

   -- Desperate Landscapes -- licensed contractor Jason Cameron
      takes on a neighborhood's ugliest yard and gives it a
      brand-new look; and

   -- Kitchen Impossible -- contractor Marc Bartolomeo helps
      discouraged homeowners transform their terrible kitchens
      into sparkling new spaces.

Featuring a schedule packed with brand-new shows, stunts and
specials, DIY Network Canada will tear up the Canadian television
landscape and assist viewers with all their home improvement
needs from small-scale fix-it jobs to major home renovations.
Canwest will also launch a DIY Network Canada website to coincide
with the channel's on-air premiere.

                   About Canwest Broadcasting

Canwest Broadcasting operates Global Television and eighteen of
the country's most popular specialty channels, including HGTV
Canada, Mystery TV, National Geographic Channel, Showcase,
History Television, Food Network Canada and TVtropolis.  Canwest
Broadcasting is a division of Canwest Media Inc.

                        About DIY Network

From the makers of HGTV and Food Network, DIY Network is the go-to
destination for rip-up, knock-out home improvement television.
DIY Network's programs and experts answer the most sought-after
questions and offer creative projects for do-it-yourself
enthusiasts.  One of the fastest growing digital networks and
currently in 50 million U.S. homes, DIY Network's programming
covers a broad range of categories, including home improvement and
landscaping.  The network's award-winning Web site,
http://www.diynetwork.com,is a leader in the Nielsen Online Home
and Garden category and features multiple resources, including
thousands of do-it-yourself home improvement projects, expert
advice, how-to videos and images, and user-friendly reference
guides with step-by-step instructions.

                      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: OpenMedia, Council Raise Concern on Ownership
-------------------------------------------------------------
OpenMedia.ca and the Council of Canadians are raising concerns
about what the Canwest Global Communications Corp. filing for
bankruptcy protection means for increased concentration and
foreign ownership of Canadian media.  The organizations are
calling on the federal government to use the filing as an
opportunity to expand media democracy in Canada rather than use
it as a pretext for potentially reducing foreign ownership
restrictions on Canadian Media.

"Following the failed business model already employed by the
Aspers and Goldman Sachs in television has been a profound
mistake for CanWest," says Garry Neil, a Council of Canadians
board member and cultural policy expert.  "It is worrisome that
the Aspers might be kept around in order to satisfy ownership
rules, possibly just as window dressing to mask a major foreign
takeover of Canadian media."

"We believe that US creditors are already running CanWest, and
Canadians should be very concerned that asset sales will
undermine Canadian ownership regulations as they did with the
Goldman Sachs deal to buy Alliance Atlantis," says Peter Murdoch,
Vice President Media of the Communications, Energy and
Paperworkers Union, which represents more than 1,000 media
workers at CanWest television stations.

"In looking at the CanWest job losses, the blame can be placed
squarely in corporate mismanagement," says Steve Anderson,
coordinator of OpenMedia.ca (formerly the Campaign for Democratic
Media).  "What is the debt from? Not unprofitable journalism, but
rather acquisitions and mergers that were entirely unnecessary,
and profoundly unpopular with the public."

In a presentation to the CRTC two years ago, the Council of
Canadians cautioned against allowing the purchase of Alliance
Atlantis by broadcaster CanWest Global, which granted U.S.
investment bank Goldman Sachs nearly two-thirds ownership of two
of Canada's largest media companies.

"Foreign ownership restrictions are critical to maintaining
appropriate regulations in our broadcasting system," says Mr.
Neil.  "In turn, such regulations are essential to ensuring that
the private sector players have appropriate responsibility for
achieving the objectives of the Broadcasting Act, including
editorial diversity and bringing Canadian stories and artists to
our television screens.  All of this is essential for our
democracy, our culture."

"This further indicates a need to support independent, community
and public media so they can step into the void left by big
media," says Mr. Anderson.

"The CanWest crisis highlights how our newspapers are owned by an
anonymous group of international investment funds," says Maude
Barlow, national chairperson of the Council of Canadians.  "These
developments are a very troubling sign for media democracy in
Canada."

                      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).


CAPITALSOURCE INC: Fitch Downgrades Issuer Default Rating to 'BB'
-----------------------------------------------------------------
Fitch has issued a revision of a release issued earlier,
correcting the IDR in the list of ratings at the end to reflect
the downgrade of the IDR to 'BB'.  Fitch has downgraded
CapitalSource Inc.'s long-term Issuer Default Rating to 'BB' from
'BB+'.  The Rating Outlook is Negative.  This rating action
affects approximately $1.4 billion of debt.

The ratings downgrade incorporates Fitch's expectation for further
portfolio asset quality deterioration and continued weak overall
financial performance, which helped produce a net loss for the
first six months of 2009 of $350.9 million.  Based on economic
conditions and the overall concentration in real-estate related
assets, Fitch notes the potential for elevated levels of asset
deterioration through 2010.  Fitch believes the parent company's
overall liquidity profile and funding flexibility remain adequate
but may be pressured if draws on committed funds are higher than
anticipated or proceeds from asset sales or loan principal
repayments are less than anticipated.  In addition, while the
overall entity has benefited from the diversification of funding
provided by CapitalSource Bank, its commercial banking subsidiary
that maintains 22 retail branch offices and $4.5 billion of retail
deposits as of June 30, 2009, Fitch recognizes this benefit also
comes with challenges, such as increased regulatory oversight and
ongoing requirements to maintain capital levels above regulatory
minimums.  On June 30, 2009, the bank's regulatory capital levels
were in excess of required levels.  CapitalSource Bank is required
to maintain Tier I leverage at 5% (actual = 12.46%), Tier I risk
based capital at 6% (actual = 15.51%) and total risk based capital
at 15% (actual = 16.77%).  In addition, the California Department
of Financial Institutions requires the bank to maintain tangible
equity to tangible asset of 10% (actual = 12.49%).

Fitch acknowledges that near-term refinancing risks have been
alleviated due to the company's extension of its debt maturities
over the past year.  Furthermore, amendment of the interest
coverage and other financial covenants as well as any structural
or pricing changes in the facility provide sufficient headroom
under the near-term operating environment.

Based on the payment priority rights imbedded within CSE's
existing debt at the parent company, senior creditors are in a
considerably more favorable position than subordinated creditors
in the event of liquidation, which is reflected in the notching of
the subordinated convertible debt.

Based in Chevy Chase, MD, CSE is a specialized commercial finance
company that provides a broad array of financial products,
including senior secured asset-based and cash flow loans, first
mortgage, mezzanine loans and sale lease-back financing to small-
and medium-sized businesses with annual revenues ranging from
$5 million-$500 million.  The company operates in three business
segments, Commercial Lending through CapitalSource Bank,
Healthcare Net Lease, and Other Commercial Finance.

Fitch has downgraded these CapitalSource Inc. ratings:

  -- IDR to 'BB' from 'BB+';
  -- Senior Secured Bank Facility Rating to 'BB' from 'BBB-';
  -- Senior Subordinated to 'B' from 'BB-'.

The Rating Outlook is Negative.


CAPMARK FINANCIAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Capmark Financial Group Inc.
        aka GMAC Commercial Holding Corp.
        116 Welsh Road
        Horsham, PA 19044

Bankruptcy Case No.: 09-13684

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Summit Crest Ventures, LLC                         09-13683
Paramount Managing Member LLC                      09-13685
Paramount Managing Member II, LLC                  09-13686
Capmark Capital Inc.                               09-13687
Paramount Managing Member III, LLC                 09-13688
Capmark Finance Inc.                               09-13689
Paramount Managing Member IV, LLC                  09-13690
Capmark Affordable Properties Inc.                 09-13691
Commercial Equity Investments, Inc.                09-13692
Paramount Managing Member V, LLC                   09-13693
Paramount Managing Member XXIII, LLC               09-13694
Paramount Managing Member VI, LLC                  09-13695
Mortgage Investments, LLC                          09-13696
Paramount Managing Member VII, LLC                 09-13697
Paramount Managing Member XXIV, LLC                09-13698
Net Lease Acquisition LLC                          09-13699
Paramount Managing Member VIII, LLC                09-13700
SJM Cap, LLC                                       09-13701
Paramount Managing Member IX, LLC                  09-13702
Paramount Managing Member 30, LLC                  09-13703
Capmark Affordable Equity Holdings Inc.            09-13704
Paramount Managing Member XI, LLC                  09-13705
Paramount Managing Member 31, LLC                  09-13706
Capmark REO Holding LLC                            09-13707
Paramount Managing Member XII, LLC                 09-13708
Paramount Managing Member 33, LLC                  09-13709
Paramount Managing Member AMBAC II, LLC            09-13710
Paramount Managing Member XVIII, LLC               09-13711
Broadway Street California, L.P.                   09-13712
Paramount Managing Member AMBAC III, LLC           09-13713
Broadway Street 2001, L.P.                         09-13714
Paramount Managing Member XIV, LLC                 09-13715
Paramount Managing Member AMBAC IV, LLC            09-13716
Paramount Managing Member XV, LLC                  09-13717
Broadway Street XV, L.P.                           09-13718
Paramount Managing Member AMBAC V, LLC             09-13719
Paramount Managing Member XVI, LLC                 09-13720
Broadway Street XVI, L.P.                          09-13721
Broadway Street XVIII, L.P.                        09-13722
Paramount Northeastern Managing Member, LLC        09-13723
Broadway Street Georgia I, LLC                     09-13724
Capmark Managing Member 4.5 LLC                    09-13725
Capmark Affordable Equity Inc.                     09-13726

Type of Business: The Debtors are commercial real estate financial
                  and other services.

Chapter 11 Petition Date: October 25, 2009

Court: District of Delaware

Debtors' Counsel: Martin J. Bienstock, Esq.
                  Michael P. Kessler, Esq.
                  Judy G.Z. Liu, Esq.
                  Dewey & LeBoeuf LLP
                  1301 Avenue of the Americas
                  New York, New York 10019
                  Tel: (212) 259-8000
                  Fax: (212) 259-6333
                  http://www.dl.com

Debtors'
Co-Counsel:       Mark D. Collins, Esq.
                  Paul N. Heath, Esq.
                  Jason M. Madron, Esq.
                  Richards Layton & Finger P.A.
                  One Rodney Square
                  920 Market Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  http://www.rlf.com

Debtors'
Special
Insurance
Counsel:          Reed Smith LLP
                  599 Lexington Avenue, 22nd Floor
                  New York, NY 10022
                  Tel: (212) 521 5400
                  Fax: (212) 521 5450
                  http://www.reedsmith.com/

Strategic
Advisor:          Beekman Advisors Inc.
                  8000 Westpark Drive, Suite 250
                  McLean, Virginia 22102
                  Tel: (703) 752-8320
                  Fax: (703) 940-8003
                  http://beekmanadvisors.com/

Debtors'
Financial
Advisor:          Lazard Freres & Co. LLC
                  30 Rockefeller Plaza
                  New York, NY 10020
                  Tel: (212) 632-6000
                  http://www.lazard.com/

Debtors'
Crisis Manager:   Loughlin Meghji + Company
                  220 West 42nd Street, 9th Floor
                  New York, NY 10036
                  Tel: (212) 340-8420
                  Fax: (212) 725-9322
                  http://www.lmco-ny.com/

Debtors'
Accounting
Advisor:          KPMG LLP
                  345 Park Avenue
                  New York, NY 10154
                  Tel: (212) 758-9700
                  http://www.kpmg.com/

Debtors'
Claims Agent:     Epiq Bankruptcy Solutions, LLC
                  757 Third Avenue, 3rd Floor
                  New York, NY 10017

The Debtors' financial condition as of June 30, 2009:

     Total Assets: $20,100,000,000
     Total Debts: $21,000,000,000

The Debtors have yet to file a list of their 20 largest unsecured
creditors.

The petition was signed by Jane N. Levine, president and chief
executive officer.


CAPMARK FINANCIAL: Files for Chapter 11 in Delaware
---------------------------------------------------
Capmark Financial Group Inc. and certain of its subsidiaries have
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.

Capmark intends to use the reorganization process to implement a
restructuring that reduces its corporate debt and maximizes value
for its stakeholders. Capmark's businesses are continuing to
operate in the ordinary course.

Capmark Bank, which recently received $600 million of new equity
from Capmark, is not part of the filing.  The Chapter 11
proceedings are not expected to have an impact on Capmark Bank,
its existing lending commitments and deposits or its ability to
conduct trust services. Capmark Bank will continue to serve its
customers.

Capmark has filed a variety of customary first day motions to
enable it to continue to conduct business in the ordinary course
during the Chapter 11 process, including motions to allow Capmark
to pay vendors for post-petition goods and services and to pay
salaries and continue benefits to its employees. The filing should
not impact the way Capmark does business with its customers and
partners.

As of October 23, 2009, Capmark and its filing subsidiaries had in
excess of $500 million of cash and cash equivalents (excluding
cash held by Capmark Bank) available to fund its operations.
Capmark believes that it has sufficient current liquidity to
continue to satisfy customary obligations associated with ongoing
operations of its business, including payment of employee salaries
and benefits in the ordinary course, payment of post-petition
obligations, servicing advances, and funding of loans.

Jay Levine, president and chief executive officer of Capmark,
said, "We view this reorganization process as an unfortunate but
necessary response to recent unprecedented conditions in financial
and commercial real estate markets, which presented a significant
challenge for Capmark and similarly situated finance companies. By
constraining the availability of capital, these difficult market
conditions had a negative effect on all our core businesses."

Mohsin Meghji, chief restructuring officer of Capmark, said, "The
Chapter 11 process will give Capmark the opportunity to
restructure our balance sheet while continuing to focus on
maximizing value for our principal stakeholders. Over the past
months, Capmark has engaged in extensive and constructive
negotiations with our primary creditor constituencies to reach
agreement on a plan of restructuring. We expect to complete this
effort over the coming months."

Capmark's subsidiaries filing for Chapter 11 protection include
Capmark Finance Inc.; Capmark Capital Inc.; Capmark Equity
Investments, Inc.; Mortgage Investments, LLC; Net Lease
Acquisition LLC; SJM Cap, LLC; Capmark Affordable Equity Holdings
Inc.; Capmark REO Holding LLC; Summit Crest Ventures, LLC; Capmark
Affordable Equity Inc. and 33 other Low Income Housing Tax Credit
entities.

In addition to Capmark Bank, the following subsidiaries have not
filed for Chapter 11 at this time: Capmark Investments LP,
Capmark's registered investment advisor; Capmark Securities, Inc.,
its registered broker dealer and its Asian, Indian and European
subsidiaries. In the future, certain additional Capmark
subsidiaries may file for Chapter 11 or other applicable
protection.

Capmark continues to look for appropriate strategic outcomes for
certain of its businesses in light of Capmark's financial
condition and the ongoing challenges of the commercial real estate
market.

   * In July 2009, Capmark Investments sold the management
contracts of various Capmark-sponsored CDOs to Ventras Capital
Advisors LLC, and in September it entered into a non-discretionary
sub-advisory agreement with Urdang Capital Management Inc. with
respect to two debt investment vehicles.

   * As announced on September 2, 2009, Capmark and certain of its
subsidiaries entered into an Asset Put Agreement with Berkadia
Commercial Mortgage LLC, formerly known as Berkadia III, LLC
("Berkadia") whereby Capmark has the right to sell to its North
American servicing and mortgage banking businesses to Berkadia.
Under the terms of the Asset Put Agreement, Capmark has 60 days
from the date of the Chapter 11 filing to exercise the put option.
Capmark intends to pursue court approval to complete the sale,
subject to the receipt of any higher and better offers.

   * On October 16, 2009, two Capmark subsidiaries entered into an
agreement pursuant to which Capmark agreed to sell its military
housing business to a third party. The consummation of the sale is
subject to various conditions, including certain third party
consents. Capmark intends to pursue court approval to complete the
sale, subject to the receipt of any higher and better offers.

   * Recently a Capmark subsidiary entered into an agreement to
sell 100 percent of the outstanding shares of Premier Asset
Management Company, Capmark's Japanese loan servicing business, to
a third party. Capmark intends to pursue court approval to
complete the sale, subject to the receipt of any higher and better
offers.

  * Capmark continues to work with its creditors to determine
appropriate next steps for its Asia businesses.  On October 23,
2009, the majority lenders under Capmark's senior credit agreement
agreed to not exercise any right or remedy under the Credit
Agreement against any of Capmark's Japanese borrowers relating to
certain events of default under the Credit Agreement, including
events of default arising from Capmark's filing for Chapter 11
protection and the failure to observe certain covenants, for a
period of one month.

                        Road to Bankruptcy

Thomas L. Fairfield, Executive Vice President, General Counsel and
Secretary of Capmark Financial, says, " The unprecedented
conditions in domestic and international financial
markets - a "once-in-a-century" economic storm unlike any crisis
since the Great Depression - have presented a particularly
difficult challenge for Capmark and similarly situated finance
companies.

The difficult market conditions had a particularly negative effect
on CFGI's three core businesses.  The general lack of liquidity in
the debt markets severely decreased the availability of financing
and  significantly increased Capmark's average cost of capital, to
the extent capital was available at all.  In response to the
decrease in availability and increase in cost of capital, Capmark
significantly decreased its proprietary lending activities, which
negatively impacted the growth of its loan and servicing
portfolios.

Since July of 2007, and particularly beginning in the fourth
quarter of 2008, Capmark has been hit by an increase in non-
performing loans, as well as increased credit provisions,
impairments and declines in fair value on loans, real estate
investments and securities.

                  Prepetition Capital Structure

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

Capmark Financial, as borrower, is party to a $1.5 billion Term
Loan Credit and Guaranty Agreement, dated as of May 29, 2009, with
Citicorp North America, Inc., as administrative agent, and the
other lenders party thereto.  The Term Loan Facility is secured by
a first priority pledge and security interest on all of CFGI's,
the guarantors' and their subsidiaries' United States and Canadian
mortgage loan assets and foreclosed real estate and proceeds
thereof, but excluding mortgage servicing rights, certain assets
pledged to Capmark Bank, and other assets.

Capmark also has $234.2 million of unsecured debt under a Bridge
Loan Agreement dated March 23, 2006.  Capmark also owns $4.6
billion under a senior credit facility pursuant to a Credit
Agreement dated March 23, 2006.

Capmark also owes under certain notes it issued prepetition (i)
$637.5 million under Floating Rate Notes, (ii) $1.2 billion under
5.875% Notes and (iii) $500 million of under 6.300% Notes.

Capmark owes the entire principal amount of $250 million under
junior subordinated debentures provided by Law Debenture Trust
Company of New York, as trustee, and Deutsche Bank, as agent.

As of Sept. 2, 2009, GMACHH Investor LLC owns 75.4% of the stock.
GMACCH Investors is owned by certain affiliates of Kohlberg Kravis
Roberts & Co., L.P., Five Mile Capital Partners LLC, Goldman Sachs
Capital Partners and Dune Capital Management LP.

GMAC Mortgage Group LLC owns 21.3% of the stock.  GMAC Mortgage is
wholly owned by GMAC LLC.

Certain employees and directors own 3.3% of the stock. Shay
Ventures LLC owns the remaining 0.02% of the stock.

                    Sale of Assets Postpetition

The Debtors intend to sell certain of their assets or businesses
postpetition.

(a) North American Mortgage Business

During the time the Debtors were seeking to broker a global
restructuring plan and pursue strategic business alternatives and
transactions, they were also given indications from the
government-sponsored enterprises Fannie Mae and Freddie Mac (the
"GSEs") and other private label counterparties that without a deal
for the transfer of their North American servicing businesses to
an approved servicer in the near term, such parties could begin to
take actions to terminate CFI's servicing rights. Given the
significant value of the servicing rights, the Debtors commenced a
substantial marketing effort for their North American
servicing businesses in July 2009 to ensure that bidders could be
procured and top-dollar value
could be attained for such assets before any counterparty
terminations.

As a result of substantial marketing and advisory efforts, on
September 2, 2009, and its units entered into an Asset Put
Agreement with Berkadia Commercial Mortgage LLC (f/k/a Berkadia
III, LLC).  Berkadia is a newly formed entity owned by Berkshire
Hathaway Inc. and Leucadia National Corporation.

The APA provides for a put option whereby the Sellers have the
right to sell to Berkadia all assets primarily used in, or
primarily related to, the Sellers' Global Servicing and Lending
and Mortgage Banking business lines.

The Sellers paid the Purchaser $40.0 million in cash for the Put
Option.  If the Put Option is exercised by the Sellers, upon the
terms and subject to the conditions provided for in the APA, the
Sellers will transfer to MSB Business to Berkadia for an aggregate
purchase price of $490.0 million, subject to various closing
adjustments.

The Sellers have sixty days from the Petition Date to exercise the
Put Option per the terms of the APA. The Agreement will terminate
if the closing does not occur by December 31, 2009, unless
extended (i) by either party for up to fifteen days to obtain
Fannie Mae, Freddie Mac, Ginnie Mae and HUD/FHA licenses and/or
consents or (ii) by Berkadia for up to thirty days to obtain
required state licenses to operate the MSB Business.

Given these tight timelines, the Debtors have contemporaneously
herewith filed a motion seeking authority to sell the MSB Business
to Berkadia, or, potentially, to a different purchaser pursuant to
a higher or better bid that may be obtained through the Sellers'
ongoing marketing efforts of the MSB Business

(b) Asian Servicing Operations

In October 2009, Capmark entered into an agreement to sell the
Asian servicing operations to Sandringham Capital Partners
Limited.  On October 16, 2009, Capmark and Jefferies Mortgage
Finance, Inc. entered into a purchase agreement pursuant to which
Capmark agreed to sell to Jefferies its military housing business
for $9 million, subject to adjustments.  The consummation of
theses sales are subject to various conditions, including certain
third party consents and the issuance of an order of this Court
approving the sales.

                      About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- is a diversified company that provides
a broad range of financial services to investors in commercial
real estate-related assets.  Capmark has three core businesses:
lending and mortgage banking, investments and funds management,
and servicing.  Capmark operates in North America, Europe and
Asia.  Capmark has 1,000 employees located in 37 offices
worldwide.

On October 25, 2009, Capmark Financial Group Inc. and certain of
its subsidiaries filed voluntary petitions for relief under
Chapter 11 (Bankr. D. Del. Case No. 09-13684)

Capmark's financial advisors are Lazard FrŠres & Co. LLC and
Loughlin Meghji + Company. Capmark's bankruptcy counsel is Dewey &
LeBoeuf LLP.  Richards, Layton & Finger, P.A. serves as local
counsel.  Beekman Advisors, Inc., is serving as strategic advisor.
KPMG LLP is tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC is the claims and notice agent.

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


CARRIAGE HOUSE: Bankr. Ct. Will Resolve Subcontractor Lawsuits
--------------------------------------------------------------
WestLaw reports that a bankruptcy court would not exercise its
discretion to permissively abstain from hearing, or to equitably
remand to state court, the removed state law breach of contract
claims asserted by unpaid subcontractors against a Chapter 11
debtor, in its capacity as project owner, or third-party claims
asserted by the debtors against the general contractor or the
general contractor's counterclaim against the debtors, though
claims were purely state law claims on which the general
contractor had asserted a right to a jury trial.  The state court
lawsuit had not advanced so far prior to being removed that it
would be inefficient to adjudicate the claims in bankruptcy court,
nor were the claims so complicated as to be outside the bankruptcy
court's ken.  Furthermore, the claims, involving a real estate
development project that was the sole asset of single-asset
Chapter 11 debtors, were vital to administration of the bankruptcy
case, such that adjudicating the claims in state fora might unduly
delay administration of the estate.  In re Carriage House
Condominiums L.P., --- B.R. ----, 2009 WL 2922026 (Bankr. E.D.
Pa.) (Raslavich, J.).

Carriage House Condominiums LP owns a a parking garage located at
23 South 23rd Street in Philadelphia that it's converting into
condominiums.  23S23 Construction, Inc., is the general contractor
for the job.  Both companies are names in various state court
lawsuits brought by various subcontractors.  Carriage House and
23S23 in turn, have sued Hunter Roberts, a general contractor on
the job, as a third party defendant.

Carriage House Condominiums LP and 23S23 Construction, Inc.,
sought chapter 11 protection (Bankr. E.D. Pa. Case Nos. 09-12647
and 09-12652) on April 9, 2009, represented by Leslie Beth Baskin,
Esq., at Spector Gadon Rosen in Philadelphia, and estimating their
assets and debts at $1 million to $10 million.


CATHOLIC CHURCH: Fairbanks Objects to Pilgrim, Continental Claims
-----------------------------------------------------------------
The Catholic Bishop of Northern Alaska asks the U.S. Bankruptcy
Court for the District of Alaska to disallow Claim No. 21 filed by
Pilgrim Springs, Ltd., and Claim No. 25 filed by Continental
Insurance Company for $723,599.

Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona, relates that Claim No. 21 was asserted for alleged
damages incurred by CBNA's "wrongful" rescission of a lease
between PSL and CBNA.  She argues that Claim No. 21 is untenable
because rescission cannot be "wrongful" for it was approved by the
Court, and ample reasons why rescission is appropriate are
apparent on the face of PSL's Proof of Claim, among other reasons.
She also points out that to the extent PSL was damaged by any
rescission, CBNA has been damaged even more so by PSL's failure to
perform under the lease for the nearly 40 years it was effective,
and that CBNA is entitled to set off its damages against any
legitimate claim PSL might have.

Thomas Buzek, CBNA's business administrator, files a declaration
in support of CBNA's objection to Claim No. 21.  He tells Judge
MacDonald that PSL failed to maintain the buildings and structures
on the property under the Lease, among other failures.

In Claim No. 25, Continental asserts that it is entitled to
reimbursement of funds expended defending CBNA from certain sexual
abuse tort claims because that defense was undertaken pursuant to
a reservation of rights letter dated September 17, 2003.
Continental's reservation of rights is based on its allegation
that because CBNA has been unable to locate the original insurance
policy document, CBNA cannot establish the terms of its insurance
coverage, so Continental has no duty to defend or indemnify.

Ms. Boswell contends that Claim No. 25 should be disallowed
because Alaska law permits an insured to establish the existence
and terms of an insurance policy through secondary evidence, and
CBNA has provided sufficient secondary evidence to establish both
the existence and terms of Continental's liability policies
benefiting CBNA.  She argues that, among other things, Continental
is not entitled to reimbursement for funds advanced defending CBNA
because, absent a provision for that reimbursement in the
insurance policy, Alaska courts would refuse to recognize
reimbursement claims based on a unilateral reservation of rights.

                     Continental Responds

Continental relates that it attached a summary explaining the
basis for CBNA's liability on the Claim as well as a summary of
the defense costs it advanced pursuant to its reservation of right
letters.  Continental says that the Claim asserted that, if the
Court determined that CBNA failed to prove the existence and
material terms and conditions of the alleged Continental policies,
then Continental was entitled to reimbursement of the amount of
defense costs paid by Continental in connection with the
underlying sexual abuse claims subject to a complete reservation
of rights.

Patrick T. Nash, Esq., at Grippo & Elden, LLC, in Seattle,
Washington, contends that in its objection, CBNA did not argue or
submit evidence that Continental had not paid $723,599 in defense
costs in connection with CBNA's underlying sexual abuse claims.

Mr. Nash notes that in Continental's adversary proceeding against
CBNA, the Court granted Continental's request for summary judgment
and ruled that CBNA had failed, as a matter of law and fact, to
establish that Continental issued liability insurance policies to
CBNA between 1973 and 1979.  Consequently, he points out,
Continental had no duty to defend or indemnify CBNA in connection
with the sexual abuse claims.

CBNA and Continental separately file their exhibit and witness
lists under Rule 26(a)(3) of the Federal Rules of Civil Procedure
and Rule 7026 of the Federal Rules of Bankruptcy Procedure in
connection with the hearing of CBNA's objection to Claim No. 25.

                    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 Proposes to Lease Kateri Center
----------------------------------------------------------
The Catholic Bishop of Northern Alaska, pursuant to Section
363(b)(1) of the Bankruptcy Code, seeks authority from the U.S.
Bankruptcy Court for the District of Alaska to lease its
residential real property located in Galena, Alaska, consisting of
a house and detached garage known as the Kateri Tekakwitha Center
to Sharon Nollner at a monthly rental rate of $800 per month.

The Kateri Center typically houses three religious women and
serves as a center for CBNA's ministries to approximately eight
surrounding villages.  Due to the importance of the Kateri
Center's ministries and support programs, CBNA set up an
arrangement with the Adrian Dominican Sisters to run the Kateri
Center.  For the current fiscal year, however, the Dominican
Sisters cannot staff the Kateri Center and CBNA is running the
Kateri Center ministries and other programs out of the Chancery in
Fairbanks.  The Kateri Center is, therefore, vacant and would
remain so until the Sisters' anticipated arrival in the fall of
2010.

While CBNA had not originally contemplated leasing the property, a
lease of Kateri Center would be both feasible and beneficial under
the present circumstances because the religious women, who occupy
the Kateri Center, will not use it this year, Susan G. Boswell,
Esq., at Quarles & Brady LLP, in Tucson, Arizona, tells the Court.
She asserts that the proposed Lease would put the vacant property
to use in producing a valuable income stream that will assist CBNA
in its operations as it funds its plan of reorganization.

Without the Lessee's occupancy, Ms. Boswell contends, CBNA would
necessarily incur costs to maintain the vacant property,
particularly during the winter.  She informs the Court that the
Lessee has no relationship to the CBNA, and the Lessee's present
offer is the only contact CBNA has received from a prospective
lessee regarding Kateri Center.

The Lessee has offered to lease the Kateri Center for $800 per
month, with an $800 security deposit to be paid with the first
months' rent.  The Lease would require the Lessee to pay for all
utilities and heating oil.  The Lessee's proposed move-in date is
September 15, 2009, and the proposed Lease would run for a term of
one year, and a renewable term with CBNA's and the Lessee's
consent.

CBNA believes that the $800 per month is a reasonable rental rate
for the Kateri Center, which is located in a relatively remote
village.  Ms. Boswell notes that no brokers' or other commission
is associated with the Lease.

                    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 to Settle Ex-Employee EEOC Action
------------------------------------------------------------
The Catholic Bishop of Northern Alaska asks the U.S. Bankruptcy
Court for the District of Alaska to approve its settlement
agreement, which resolves a certain administrative action that a
former CBNA employee recently filed with the Equal Employment
Opportunity Commission.

The Action arose out of postpetition events, and was, therefore,
not stayed.  Although the Action is unfounded, CBNA estimates that
it would incur more than $10,000 in legal costs and attorneys'
fees litigating the claim to establish its lack of merit.
Moreover, those costs would be borne solely by CBNA because its
insurance deductible is more than twice the estimated costs,
asserts Susan G. Boswell, Esq., at Quarles & Brady LLP, in Tucson,
Arizona.

Therefore, CBNA believes that settling the Claim for the nominal
amount of $3,000, only $600 of which will actually be paid by the
bankruptcy estate, is the best interests of the estate and
creditors.  CBNA's insurers will fund the rest of the settlement
amount.

Ms. Boswell further asks the Court to approve the settlement
agreement because pursuit of the Action will drain CBNA's already
limited resources.  She adds that litigation would be a drain on
CBNA's human, as well as its monetary, resources.


CATHOLIC CHURCH: Wilmington Gets Nod of First-Day Motions
---------------------------------------------------------
ABI 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 in its chapter 11 case.

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.


CEQUEL COMMUNICATIONS: Moody's Puts 'B3' Rating on $400 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$400 million issuance of Senior Unsecured Notes due 2017 by Cequel
Communications Holdings I, LLC, and withdrew the former B3 rating
for the previously proposed like-kind and like-amount issuance by
Cequel's operating subsidiary -- Cequel Communications, LLC.
Moody's also assigned B1 Corporate Family and Probability of
Default Ratings to the intermediate holding company and issuer of
the new debt (Cequel), and withdrew the equivalent former ratings
of Cequel LLC.  All other ratings for the company and its
subsidiaries were affirmed, as outlined below.  Market receptivity
to (and corresponding potential upsizing of) the transaction
subject Moody's LGD point estimates to some uncertainty, but
instrument ratings are not expected to change if the revised deal
is received as anticipated.

Despite the fact that the new debt will now be issued by a more
junior-ranking intermediate holding company in the absence of any
upstream subsidiary guarantees, the former claim was notably
already the junior-most piece of debt in the company's
consolidated capital structure.  Consistent with Moody's Loss
Given Default Methodology, the relative risk of this claim is not
discernibly higher than that of the previously contemplated
transaction, and hence the rating remains the same at B3.  This is
notwithstanding the arguably higher potential of greater
impairment as more structurally senior claims relative to this new
creditor class are introduced prior to an event of default in the
future, and as always ratings and LGD point estimates would be
subject to change with any such future changes in capital mix.
Moody's notes that the company's preferred stock (residing at
Cequel Communications Holdings, LLC -- the ultimate parent
company, albeit without any Moody's ratings) will remain
structurally subordinated to the proposed new note issuance.
Moody's anticipates the use of proceeds will remain unchanged as
the company is expected to repay at least $250 million of Cequel's
first lien term loan due November 2013 and $150 million of its
second lien term loan due May 2014.  Moody's deems the proposed
changes to be largely credit neutral and as such they have no
immediate impact on the company's ratings.

Moody's has taken these rating actions:

Cequel Communications Holdings I, LLC

* Corporate Family Rating -- Assigned B1

* Probability of Default Rating -- Assigned B1

* Proposed New Senior Unsecured Notes -- Assigned B3 (LGD 6, 94%)
  Outlook - Stable

Cequel Communications, LLC

* Corporate Family Rating -- Withdrew former B1

* Probability of Default Rating -- Withdrew former B1

* Proposed New Senior Unsecured Notes -- Withdrew former B3 (LGD
  6, 93%)

* Senior Secured First Lien Credit Facilities -- Affirmed existing
  Ba3 (LGD 3, 32%)

* Senior Secured Second Lien Credit Facilities -- Affirmed
  existing B3 (LGD 5, 82%)

The B1 Corporate Family Rating broadly reflects the company's
still high albeit moderating financial risk and growing business
risk.  In particular, Moody's note Moody's-adjusted debt-to-EBITDA
leverage of 6.2x at June 30, 2009, modest and now declining free
cash flow generation and ongoing tightness of prospective covenant
compliance as expected over the interim period.  If the company
does not continue to perform at above-average levels and financial
flexibility is not improved further over the next couple of years,
it may be challenging to refinance the significant amount of bank
debt (notwithstanding some modest smoothing of maturities via the
introduction of a new junior-ranking debt class assuming
successful completion of the pending transaction) beginning in the
fourth quarter of 2013.  Moody's also expects the competitive
environment in the company's markets to intensify further over the
extended period, as DBS operators turn increasingly aggressive
with promotional offerings to combat slowing growth overall and
RBOC build-outs and marketing campaigns continue to ramp-up.

The relative stability of the cable TV business model and the
still comparatively modest competitive threat of alternative
service providers somewhat mitigate the aforementioned financial
risks, however.  The company also continues to benefit from
ongoing revenue growth and margin improvement opportunities given
its relatively under-penetrated ancillary service offerings, and
has demonstrated good progress to date in terms of acquiring,
integrating, updating and improving the operating performance of
its cable systems over the past few years.

The last rating action for Cequel was on October 15, 2009, when
Moody's upgraded the company's Corporate Family Rating and
Probability of Default Rating to B1 from B2, revised the rating
outlook to stable from positive and assigned the former B3 rating
to the then proposed $400 million debt offering of Cequel LLC.

Cequel Communications Holdings I, LLC, headquartered in St.
Louis, Missouri and doing business as Suddenlink Communications,
is an intermediate holding company with cable operating company
subsidiaries held by Cequel Communications, LLC, serving
approximately 1.3 million video customers.  The company provides
digital TV, high-speed Internet and telephone service for the home
and office and generated revenues of approximately $1.5 billion
for the twelve months ended June 30, 2009.


CHARTER COMMS: Bank Debt Trades at 9% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications, Inc., is a borrower traded in the secondary market
at 91.35 cents-on-the-dollar during the week ended Friday, Oct.
23, 2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
2.68 percentage points from the previous week, The Journal
relates.  The loan matures on March 6, 2014.  The Company pays
262.5 basis points above LIBOR to borrow under the facility.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a default rating, on the bank debt.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 23, among the
164 loans with five or more bids.

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

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

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

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

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


CHRYSLER FINANCIAL: To Liquidate Business by End of 2011
--------------------------------------------------------
U.S. Treasury Department special master for compensation, Kenneth
Feinberg, said that Chrysler Financial will liquidate its business
by the end of 2011, as previously agreed, Greg Gardner at Detroit
Free Press reports.  Citing Mr. Feinberg, Free Press relates that
compensation for Chrysler Financial's top 25 people, including
Chairman and CEO Tom Gilman, will be cut by a collective
$4.3 million, or 30%.  Free Press states that total compensation
for that group, including stock grants and options, will fall
$8.1 million, or 56% from 2008 levels.  According to the report,
Mr. Feinberg said that no base salary should exceed $500,000
"except in appropriate cases for good cause."

Chrysler Financial served as Chrysler LLC's preferred lender until
the automaker filed for bankruptcy protection on April 30.  It was
replaced by GMAC Financial Services as part of the government-
backed restructuring of Chrysler.

With a loan portfolio of $45 billion, Chrysler Financial continues
to offer dealership insurance and financial products to consumers,
AP reported.

The TCR reported on October 16, 2009, that Standard & Poor's
Ratings Services said it affirmed its 'CCC-' long-term
counterparty credit rating on Chrysler Financial Services Americas
LLC.  The ratings are removed from CreditWatch Negative, where
they were placed May 1, 2009.  The outlook is negative.  S&P is
also affirming its '3' recovery rating on Chrysler Financial's
$6 billion senior-secured, first-lien debt due 2012 and S&P's '6'
recovery rating on Chrysler Financial's $2 billion senior-secured,
second-lien term loan facility due 2012.

As reported by the TCR on July 10, 2009, Fitch Ratings has
affirmed and removed from Rating Watch Negative Chrysler Financial
Services Americas LLC's Issuer Default Ratings: Long-term IDR at
'CC'; and Short-term IDR at 'C'.  At the same time, CFS' senior
debt ratings have been revised following changes in Fitch's rating
definitions published in March 2009.


CHRYSLER LLC: Detroit Objects to Sale of De Minimis Property
------------------------------------------------------------
The City of Detroit files a limited objection to the notice of the
Debtors' proposed sale of an undeveloped real property parcel
located at 20250 Mt. Elliot in Detroit, Michigan, to Thibault &
Company for $2,000 in cash at closing.

Richardo I. Kilpatrick, Esq., at Kilpatrick & Associates, P.C., in
Auburn Hills, Michigan, relates that the city of Detroit assessed
the taxable value of the Property in the amount of $109,371 for
summer of 2009.  He says that the Debtors' obligation to pay
property taxes in Michigan for 2009 accrued prior to the filing of
the bankruptcy cases.  He notes that the Debtors will owe the
property taxes for 2009, which are not assumed by the purchaser.

As of October 1, 2009, Mr. Kilpatrick discloses, the Debtors owed
Detroit $3,838 for the Summer 2009 taxes on the Property, which
became due on August 15, 2009.  He says that the taxpayer is
allowed to defer payment of a portion of the taxes to January 16,
2010.  On that same date, the Winter 2009 property taxes will
become due.

The unpaid Summer 2009 real property taxes became a statutory lien
on the Property as of August 15, 2009, Mr. Kilpatrick says.
Hence, he asserts, the City Treasurer holds a lien on the
Property, which lien is a first lien, superior to all other liens.

Should the Court allow the utilization of the net proceeds of the
sale of the Property for payment other than the Treasurer's lien,
the Treasurer is unlikely to obtain any recovery for those
services, Mr. Kilpatrick asserts.  Hence, the city of Detroit asks
the Court to require payment of the Treasurer's tax liens from the
net proceeds of any sale of the Property.

                        About Chrysler LLC

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

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

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

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

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


CHRYSLER LLC: Gets Nod for Indiana Tax Settlement Agreement
-----------------------------------------------------------
Chrysler LLC and its units obtained the Bankruptcy Court's
approval of an agreement settling the claims filed by the Office
of the Secretary of State, Securities Division, Indiana, against
the Debtors in a prepetition state administrative proceeding
related to a certain tax increment revenue bond issued to the
Debtors and since transferred to New Chrysler.

Corinne Ball, Esq., at Jones Day, in New York, relates that the
Settlement will result in the dismissal of the Administrative
Proceeding with prejudice and the release of the Claims in
exchange for an allowed general unsecured non-priority claim in
favor of the Indiana Secretary of State for $50,000 and the
release of the Bond by its holder, New Chrysler, to the
appropriate authorities.

Documentation of the Settlement includes: (a) a Consent Agreement
and Order between the Debtors and the Indiana Secretary of State;
(b) a Release of Claims by the Debtors, (ii) New Chrysler and
(iii) various government entities in Tipton County, Indiana,
including Tipton County itself, the Tipton County Redevelopment
Commission, Tipton County Economic Development Foundation, Inc.,
the Tipton County Board of Commissioners and the Tipton County
Council; and (c) a letter agreement by New Chrysler to the
Debtors.

Copies of the Documentation are available for free at:

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

Specifically, the Consent Agreement provides that:

  * the Debtors waive their rights to a hearing and appeal;

  * the Debtors agree that Indiana will have a prepetition
    general unsecured nonpriority claim for $50,000 in
    the Debtors' Chapter 11 cases for settlement purposes;

  * the Consent Agreement is contingent upon the return of the
    Bonds to Tipton County, Indiana;

  * the Debtors agree not to violate the Indiana Uniform
    Securities Act in the future; and

  * Indiana will file a motion to dismiss with prejudice upon
    the Parties' execution and approval of the Consent Agreement
    and Order.

The Debtors' failure to adhere to the terms of the Consent
Agreement will constitute grounds for administrative action.

Ms. Ball further relates that the Consent Agreement is executed in
the public interest to avoid the necessity and burden of a public
hearing and liquidation in the Bankruptcy Court.  However, it does
not constitute a finding against the Debtors of any violation of
the Indiana Securities Act and merely reflects the Parties' desire
to resolve the matter.

The Consent Agreement is expressly subject to the approval of the
Securities Commissioner and the Bankruptcy Court, Ms. Ball notes.
She says that should the Commissioner or the Bankruptcy Court fail
or refuse, for any reason, to approve the Consent Agreement, it
will be of no force or effect and it will not be admissible into
evidence nor referred to any hearing.

                        About Chrysler LLC

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

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

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

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

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


CHRYSLER LLC: Gets Nod to Settle Disputed Prepetition Taxes
-----------------------------------------------------------
Old CarCo LLC, formerly Chrysler LLC, and its units sought and
obtained a Court order authorizing them to pay certain real and
personal property taxes, and establish certain procedures
governing the settlement and payment of disputed claims for
prepetition taxes.

Prior to the Petition Date, in the ordinary course of their
businesses, the Debtors incurred or were subject to a variety of
taxes payable to state and local governmental units in the
jurisdictions where they conducted business.  The Prepetition
Taxes included, without limitation: (a) certain real property
taxes; (b) certain personal property taxes; (c) sales and use
taxes; (d) Michigan Business Taxes; and (e) franchise taxes.

As previously reported, the Debtors were authorized to pay, among
other similar taxes, certain prepetition sales and use taxes,
Michigan Business Taxes and franchise taxes.

Corinne Ball, Esq., at Jones Day, in New York, notes that despite
the sale of substantially all of their assets to New Chrysler, the
Debtors continue to own and maintain, in various jurisdictions,
certain equipment and other personal property as well as 21
parcels of real property.

Under applicable law, certain Taxing Authorities are granted the
authority to levy Property Taxes on the Retained Property, which
normally accrue on an annualized basis and are paid in
installments throughout the calendar year, Ms. Ball explains.

Moreover, she says, the law in the vast majority of these
jurisdictions provides for the creation of a statutory lien on
Retained Property in the event that the applicable Property Taxes
are not paid.  Property Tax Liens typically arise on, or relate
back to, a date prior to the due date of the tax bill.

Without limiting the authority to pay certain tax claims under the
First Day Tax Order or any other order of the Court, the Court
authorized the Debtors to establish these procedures for the
payment of Prepetition Taxes and the approval of related
settlements and compromises:

  (a) Any type of claim for Prepetition Taxes may be resolved
      under the Prepetition Tax Procedures, however, only
      secured tax claims and claims entitled to priority may be
      paid;

  (b) The Debtors may pay any undisputed Secured Tax Claims
      without further order of the Court or the need to consult
      with or provide notice to any party, provided, however,
      that if the amount of the payment with respect to any
      Secured Tax Claim is greater than $1,000,000, the Debtors
      will provide two business days' advance notice of the
      payment to (i) counsel to the United States Treasury, (ii)
      counsel to JP Morgan Chase Bank, N.A., as administrative
      agent under that certain Amended and Restated First Lien
      Credit Agreement and (iii) counsel to the Official
      Committee of Unsecured Creditors;

  (c) After two business days' notice to, and an opportunity to
      consult with, counsel to (i) the U.S. Treasury, (ii) the
      First Lien Agent and (iii) the Creditors' Committee -- and
      without further order of the Court or notice to any party:

      -- the Debtors may settle and pay any disputed Secured Tax
         Claim;

      -- the Debtors may settle and pay any disputed Priority
         Tax Claims where the amount of the agreed payment is
         equal to or less than $1,000,000;

      -- the Debtors may settle and/or pay any disputed Priority
         Tax Claim where the amount of the agreed payment is
         greater than $1,000,000, subject to these notice and
         objection procedures:

         * The Debtors must file a notice of the proposed
           settlement with the Court and serve the Settlement
           Notice on the affected Taxing Authority and the
           parties on the Special Service List and General
           Service List in the cases;

         * A Settlement Notice may address a single Priority Tax
           Claim or multiple Priority Tax Claims.  Each
           Settlement Notice will provide that parties-in-
           interest may file written objections to any of the
           settlements described therein and serve the objection
           on the Debtors, any affected Taxing Authority and the
           other parties on the Special Service List no later
           than 10 days after service of the Settlement Notice;

         * Each Settlement Notice will provide, at a minimum:
           (a) for each settled claim for which a proof of claim
           has been filed, a copy of the face page of the
           originally-filed proof of claim and any amendments
           thereto; (b) the original asserted amount and
           priority of the claim and the Debtor against which
           the claim was asserted; (c) the proposed allowed
           amount and priority of the claim under the settlement
           and the Debtor against which the claim would be
           allowed; and (d) any other pertinent terms of the
           proposed settlement.  Settlement Notices may (but are
           not required to) include copies of any written
           agreements memorializing the settlements described
           therein;

         * If no Settlement Objection is filed and served by the
           Settlement Objection Deadline with respect to the
           settlement of a particular claim, the settlement of
           the claim will be deemed final and binding on the
           Debtors' estates without any further order of the
           Court; and

         * If a Settlement Objection is timely filed and served
           with respect to the settlement of a particular claim
           and the Settlement Objection is not resolved
           consensually by the parties, the Debtors may not
           consummate the settlement without further order of
           the Court.  The Debtors may schedule any contested
           settlement for hearing at any omnibus hearing on not
           less than 10 days' notice.  Along with any notice of
           a hearing on a contested settlement, the Debtors may
           file additional briefing in support of the
           settlement, and opposing parties that filed
           Settlement Objections will have 10 days from the
           service of the Supplemental Brief to file with the
           Court and serve on the Debtors a response to any
           Supplemental Brief.

  (f) Prior to the payment of any claim for disputed Prepetition
      Taxes, the relevant Taxing Authority will agree in writing
      to fully release and discharge the Debtors and their
      officers, directors, employees, agents, successors and
      assigns from any and all claims, demands and liabilities
      arising from or in connection with the taxes;

  (g) Prior to the payment of any Secured Tax Claim, the Debtors
      may require the relevant Taxing Authority to agree in
      writing to fully release any and all liens securing
      payment of the Secured Tax Claim; and

  (h) Commencing on November 30, 2009, and on the last business
      day of every month thereafter, the Debtors will file with
      the Court and serve on counsel to the Creditors'
      Committee, counsel to the U.S. Treasury and counsel to the
      First Lien Agent, a report (i) identifying all payments
      made pursuant to the Prepetition Tax Procedures during the
      reporting period and (ii) summarizing any settlements of
      disputed claims related to payments.

                        About Chrysler LLC

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

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

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

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

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


CIT GROUP: Reaches Tentative Deal on Goldman Debt
-------------------------------------------------
CIT Group Inc. has reached a tentative deal with Goldman Sachs
Group Inc. over a "make whole" payment on a $3 billion loan, Mike
Spector, Kate Haywood, and Joe Bel Bruno at The Wall Street
Journal report, citing people familiar with the matter.  Goldman
Sachs extended the loan to CIT secured in 2008.

The Journal relates that the deal, reached after tense talks
between CIT's steering committee of bondholders and Goldman Sachs
over a $1 billion payment Goldman would get if CIT files for
bankruptcy, could be signed within the next 24 hours.  Citing
people familiar with the matter, The Journal says that under the
new agreement, Goldman Sachs will cut the loan to just over
$2 billion, and CIT, in turn, would pay Goldman some
$300 million in the event of a bankruptcy filing.

The Journal notes that the deal would pave the way for CIT to
secure billions of dollars in new financing from its bondholders,
who are voting on a debt exchange plan or a prepackaged
bankruptcy.  CIT, according to The Journal, has been working with
its key bondholders to put in place up to $6 billion in new
financing, with the size of the loan dependent on the outcome of
negotiations between CIT and Goldman and could possibly come in
lower at $4 billion now that a resolution with Goldman has been
reached.  Citing sources, The Journal states that the new
financing with bondholders could be finalized early next week.

People familiar with the matter said that documents soliciting
participation in the loan could go out in the next 24 to 48 hours,
The Journal relates.

                         CIT Restructuring

CIT Group, on July 29, 2009, entered into a credit agreement, with
Barclays Bank PLC, as administrative agent, and the lenders party
thereto, for loans of up to $3 billion.

CIT Group was required to adopt a restructuring plan acceptable by
lenders starting October 1, 2009.  Under the plan, CIT Group Inc.
and CIT Group Funding Company of Delaware LLC (Delaware Funding)
launched exchange offers for certain unsecured notes.  Under the
offers, 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.  The Company is
concurrently soliciting bondholders and other holders of CIT debt
to approve a 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

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

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


CIT GROUP: Icahn Says Prepack, Exchange Offer Risks $65BB in Value
------------------------------------------------------------------
Carl C. Icahn on October 23 issued an open letter to the
bondholders of CIT Group Inc. bond holders, asking bondholders to
reject to reject the exchange Offer/pre-packaged bankruptcy plan
currently proposed by the Company.

Mr. Ichan said the rejection would be a "no brainer" as CIT's
balance sheet is comprised of a diversified pool of loans and
assets which will generate huge cash inflows over the next few
years.

"If these assets are "run off" in a controlled way, we believe our
bonds are worth par and in no event less than 80-85% of par value.
However in the company's plan, the assets will not be wound down;
rather, they will be reinvested in an operating business
controlled by the company's current Board of Directors.  This is
the same Board and senior management team that has presided over
the demise of our company by making Titanic-sized errors, some of
which we believe were the result of gross negligence."

According to Mr. Icahn, the Company's stated strategy is to run a
"bank-centric" operating business by transferring several of the
business platforms into the Utah bank.  "While we are not against
trying to grow the value of these platforms, we are opposed to
doing so at the risk of the about $65 billion of asset value.  The
Company's plan would put our assets at peril."  He says there are
several major pitfalls in their plan:

   (1) in order to keep operating the businesses prior to their
       transfer, the Company is going to continue to reinvest as
       much as $15 billion to $20 billion of loan proceeds as they
       are repaid, rather than returning the money to bondholders;

   (2) corporate overhead will be several hundred million dollars
       per year higher than it needs to be in order to keep these
       businesses alive; and

   (3) the Company will continue to operate as a bank holding
       company, which means that no matter how poorly they perform
       it will be almost impossible to significantly the Board.

Mr. Icahn continued, the senior management and board have received
large perquisites over the years, even as they have bankrupted CIT
by making major strategic errors (such as the Goldman Sachs
transaction, which is one of the worst financings in corporate
history and will require our company to pay an outrageously large
prepayment penalty upon default or cancellation).  The
perquisites, including large bonuses as well as donations to
personal causes, were not cut back even when the company kept
bleeding our money on the path to bankruptcy.  According to Mr.
Icahn, the board and senior management are now asking us to "bail
them out" by approving a pre-packaged plan which would

     (1) give them control of an operating company which is losing
         $1 billion/year, with all the freedom to continue with
         their attendant perquisites,

     (2) give them releases for past mistakes, and

     (3) provide funding, with bondholders' money, for ongoing
         operations, even though they are in the red.

"Even more unconscionable is the fact that the company is using
our money to purchase votes for its Exchange Offer/Pre-Pak.  The
company is currently arranging a financing.  The economics offered
to prospective lenders are well in excess of what the current
syndicated loan market should dictate, given the loan's collateral
coverage.  However, in order to participate as a lender and
purchase this undervalued loan, you must be a large bondholder and
vote to accept the company's Exchange Offer and/or pre-packaged
plan.  Rather than doing a financing on the best possible terms
for the company, the Board has decided to over-pay for this debt
to buy votes for their plan.  Would you vote for a governor who
used state funds to buy votes? Not only wouldn't you vote for him,
you would throw him in jail! We are currently offering an
alternative financing that would save the company $150 million and
wouldn't require bondholders to vote either way.  Many bondholders
have called us to express interest in our financing.  One wonders
if the company even tried to get cheaper financing, and if they
did, how they could possibly have failed to do so.  The company
should be aware that if they buy votes through this loan, we will
fight the debt sale and the fraudulent election through the courts
for as long as it takes."

Meanwhile, Houlihan Lokey, purported advisor to the bondholders,
recommends the company's plan.  But Houlihan has their own agenda,
Mr. Icahn says.  "They have already received millions of dollars
in fees from the company and continue to receive hundreds of
thousands of dollars per month.  If the Pre-Pak is approved they
will receive millions of dollars in additional fees within a few
months with virtually no risk.  However, if the company files for
a more traditional bankruptcy, Houlihan's outrageous fees could be
challenged in court, and will likely take longer to collect.
Little wonder why Houlihan has come down on the side of the
company.  Little wonder they have failed to challenge the waste of
funds in the $6 billion "vote-buying" financing even though they
purportedly represent our interests."

"CIT would have you believe that a bankruptcy would be calamitous.
We do not believe this to be the case.  Even in a traditional
bankruptcy the company's assets would be protected and a run-off
of assets would prove extremely profitable for bondholders.
Additionally, in my opinion it would not take long to approve a
plan that might include releases for the Board, which I believe
they will be very interested in receiving.  However, I am
certainly not against arriving at a pre-packaged plan which might
eventually include the transfer of the platforms into an operating
bank.  But it is complete obfuscation on the part of the company
to say that the only way to get the government to approve the
reopening of our bank is to keep the current Board in control.  To
me this is ludicrous.  The government has shown no love for senior
management or the Board.  They have not only refused to bail them
out, they have issued a cease and desist order on an otherwise
healthy bank.  What does this tell you they think of current
management and the Board? Ironically, I believe the best way to
get government approval to open the bank again is to rid ourselves
of the Board and senior management team."

Mr. Icahn says he is proposing this compromise:

1) Reconfigure the proposed Board.  Rather than allowing the
   current Board members to retain control, we would propose a 10
   person board with current Board members comprising no more than
   3 of the directors, the bondholders, or a committee of the
   bondholders, nominating 6 independent directors and the new
   CEO holding the final seat.  We will agree that all of the
   nominees will be subject to approval by the regulators so that
   we can have the hope of reopening the bank.  The company is
   misleading you when they tell you that in their plan we will
   have the opportunity to replace the Board at an annual meeting
   to take place in May, because as a bank holding company it is
   nearly impossible to have a proxy fight to replace the majority
   of the directors- make no mistake, the current Board wants to
   entrench themselves or their designees for the foreseeable
   future;

2) Tighten the cash sweep.  We would eliminate the myriad
   carve-outs and other exceptions to the cash sweep to ensure
   that the majority of cash coming into the company is used to
   repay our debt; and

3) Provide for a discreet, nine month timeframe to allow for the
   transfer of the Vendor and Trade Finance platforms into the
   bank.  If the government does not permit the transfers within
   that timeframe then the assets would be wound down and overhead
   reduced, with proceeds paid out to debt holders.

"I believe that bondholders should insist that the company put
forth the pre-packaged plan as outlined above.  It is time that
the Board realizes that this company now belongs to the
bondholders, not them.  We need your support to prove this to
certain members of the Board and management.  It is important that
you contact us and let us know your thoughts."

A full-text copy of the letter to bondholders is available for
free at http://researcharchives.com/t/s?4767

                         CIT Restructuring

CIT Group, on July 29, 2009, entered into a credit agreement, with
Barclays Bank PLC, as administrative agent, and the lenders party
thereto, for loans of up to $3 billion.

CIT Group was required to adopt a restructuring plan acceptable by
lenders starting October 1, 2009.  Under the plan, CIT Group Inc.
and CIT Group Funding Company of Delaware LLC (Delaware Funding)
launched exchange offers for certain unsecured notes.  Under the
offers, 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.  The Company is
concurrently soliciting bondholders and other holders of CIT debt
to approve a prepackaged plan of reorganization.

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

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

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

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

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

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

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

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

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

                     About CIT Group Inc.

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

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


CIT GROUP: Sets Webcast Restructuring Plan on October 29
--------------------------------------------------------
CIT Group Inc. disclosed that a pre-recorded webcast presentation
describing the Company's current restructuring plan is available
on its website.

Chairman and CEO Jeffrey M. Peek, President and Chief Operating
Officer Alexander T. Mason and Vice Chairman and Chief Financial
Officer Joseph M. Leone participate in the webcast presentation.
The webcast will be available until 11:59 PM EDT on October 29,
2009.

The Webcast Presentation Can Be Accessed At: http://ir.cit.com

                         CIT Restructuring

CIT Group, on July 29, 2009, entered into a credit agreement, with
Barclays Bank PLC, as administrative agent, and the lenders party
thereto, for loans of up to $3 billion.

CIT Group was required to adopt a restructuring plan acceptable by
lenders starting October 1, 2009.  Under the plan, CIT Group Inc.
and CIT Group Funding Company of Delaware LLC (Delaware Funding)
launched exchange offers for certain unsecured notes.  Under the
offers, 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.  The Company is
concurrently soliciting bondholders and other holders of CIT debt
to approve a 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.


CITY OF HERMOSA BEACH: Macpherson Oil Suit May Cue Bankruptcy
-------------------------------------------------------------
A $500 million breach-of-contract lawsuit filed by Macpherson Oil
against Hermosa Beach could bankrupt the city, Robb Fulcher at
Easy Reader reports, citing officials.  Courts had determined that
the city had breached a contract Macpherson Oil held to drill for
oil in Hermosa.  According to Easy Reader, City Council candidate
Howard Fishman said that an out-of-court settlement is almost
impossible in a $500 million breach-of-contract lawsuit against
Hermosa Beach.  The city cannot pay stratospheric amounts for a
settlement, and both sides would have to overcome "hurt feelings"
to move close to a settlement, the report says, citing Mayor Kit
Bobko.


CLEARWIRE CORP: Bank Debt Trades at 2% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clearwire
Corporation is a borrower traded in the secondary market at 98.15
cents-on-the-dollar during the week ended Friday, Oct. 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.60
percentage points from the previous week, The Journal relates.
The loan matures on July 2, 2014.  The Company pays 500 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating but is not rated by Standard & Poor's.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Oct. 23, among the 164 loans with five or more bids.

Headquartered in Kirkland, Washington, Clearwire Corporation
(NASDAQ:CLWR) -- http://www.clearwire.com/-- offers a suite of
advanced high-speed Internet services to consumers and businesses.
The company is building the first, nationwide 4G mobile Internet
wireless network, bringing together an unprecedented combination
of speed and mobility.  Clearwire's open all-IP network, combined
with significant spectrum holdings, provides unmatched network
capacity to deliver next-generation broadband access.  Strategic
investors include Intel Capital, Comcast, Sprint, Google, Time
Warner Cable, and Bright House Networks.  Clearwire currently
provides mobile WiMAX-based service, to be branded Clear(TM), in
two markets and provides pre-WiMAX communications services in 50
markets across the U.S. and Europe.

As reported by the Troubled Company Reporter on Jan. 26, 2009,
Standard & Poor's Rating Services said it assigned its 'B-'
corporate credit rating to Kirkland, Washington-based wireless
carrier Clearwire Corp.  The outlook is stable.

Its units have junk ratings in Moody's Investors Service.  As
reported by the Troubled Company Reporter on Jan. 26, 2009,
Moody's assigned first-time ratings to Clearwire Communications
LLC (corporate family rating of Caa1 and speculative grade
liquidity rating of SGL-2) with a negative outlook.  The ratings
for Clearwire reflect the company's high financial and business
risk given the start-up nature of its operations.  In addition,
while Clearwire will operate as an independent company, Moody's
believe that there will be significant challenges to developing
the business, in part due to the diverse objectives of its
strategic investors.


COCKROFT DAIRY FARM: Files for Chapter 11 in Denver, Colorado
-------------------------------------------------------------
Cockroft Dairy Farm LLLP filed for Chapter 11 protection on Oct.
19 in Denver (Bankr. D. Col. Case No. 09-32031).

Cockroft Dairy Farm is a family-owned dairy farm near Kersey,
Colorado.  The farm has 560 milking cows in the herd, plus 200 not
milking and 100 heifers. The cows produce 38,000 pounds of milk
a day.  The farm generates $133,000 a month from milk,
representing 75 percent of income.  Monthly expenses are $165,000,
a court filing says.

According to Bill Rochelle at Bloomberg News, the farm is asking
for court authorization to sell the dairy herd under a program
known as Cooperatives Working Together.  In return for agreeing
not to milk cows for a year, the farm would receive almost $1
million.  The farm contends that the payment wouldn't be covered
by the bank lien securing a $6.5 million debt.

Selling the dairy herd would generate another $440,000 from the
slaughterhouse, according to the report.

The lender, New Frontier Bank, was taken over by the Federal
Deposit Insurance Corp. in April.


COLISEUM ENTERTAINMENT: Rehman Sons Acquires Complex for $1MM
-------------------------------------------------------------
Rehman Sons has acquired The Coliseum entertainment complex for
$1 million, Jim T. Ryan at Central Penn Business Journal reports,
citing Rehman Son's lawyer, Brent Diefenderfer at CGA Law Firm.
According to Central Penn Business, Mr. Diefenderfer said that
Rehman Sons will keep The Coliseum open on St. Johns Church Road
in Hampden Township, and will be adding additional arcade
machines, entertainment, and menu items.  Rehman Sons' president
and CEO Shafiq Rehman said that the deal would be closed by
November 30 and has to be approved by the U.S. Bankruptcy Court
for the Middle District of Pennsylvania, Central Penn Business.

Camp Hill, Pennsylvania-based Coliseum Entertainment Group, Inc.,
owns an entertainment arena.  The Company filed for Chapter 11
bankruptcy protection on August 20, 200 (Bankr. M.D. Pa. Case No.
08-02990).  Craig A. Diehl, Esq., at Craig A. Diehl Law Offices
assists the Company in its restructuring efforts.  The Company
listed $500,000 to $1,000,000 in assets and $1,000,000 to
$10,000,000 in debts.


CONENZA INC: CNZABid Wins Auction With $1.9 Million Bid
-------------------------------------------------------
John Cook at techflash.com reports that CNZABid Co. came out as
the winner in the auction of Conenza, Inc.'s assets, after bidding
$1.9 million.   CNZABid is an entity formed by Conenza chief Tony
Audino to acquire the assets of the Company out of bankruptcy
court.  CNZABid, says techflash.com, will distribute $800,000 to
unsecured creditors, including Bellevue development partner Aditi,
which is owed $1.6 million.  According to techflash.com, Aditi
said earlier this week that its claim should take precedent over
claims from convertible note holders and has also asked the court
to be paid in full before payments were made on the convertible
note claims.

Seattle, Washington-based Conenza, Inc., filed for Chapter 11
bankruptcy protection on July 30, 2009 (Bankr. W.D. Wash. 09-
17655).  Michael J. Gearin, Esq., at K&L Gates LLP assists the
Company in its restructuring efforts.  The Company listed $500,001
to $1,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


CONTINENTAL AIRLINES: To Issue $28MM to Fund Boeing Order
---------------------------------------------------------
Continental Airlines, Inc., expects to issue an additional
$28 million in equipment notes as it applies this financing to
purchase a Boeing 737-900ER aircraft scheduled for delivery in
the fourth quarter of 2009.

During the third quarter of 2009, Continental borrowed a total
of $362 million through the issuance of (i) $249 million in
equipment notes to finance 12 currently owned Boeing aircraft and
(ii) $113 million in equipment notes to finance the purchase of
four new Boeing 737-900ER aircraft.  The equipment notes are
secured by the financed aircraft.  The funds used to purchase the
Equipment Notes were raised in July 2009 through the sale of
$390 million of a single class of pass-through certificates.  The
proceeds from this sale of pass-through certificates are held in
escrow pending financing of each aircraft.

Pursuant to the July 2009 note purchase agreement, the Equipment
Notes are issued in a single series, bearing interest at the rate
of 9% per annum.  The interest on the Equipment Notes and the
escrowed funds is payable semiannually on each January 8 and
July 8, beginning on January 8, 2010.  The principal payments on
the Equipment Notes are scheduled on January 8 and July 8 in
certain years, beginning on January 8, 2010.  The final payments
will be due on July 8, 2016.

Maturity of the Equipment Notes may be accelerated upon the
occurrence of certain events of default, including failure by
Continental (in some cases after notice or the expiration of a
grace period, or both) to make payments under the applicable
indenture when due or to comply with certain covenants, as well as
certain bankruptcy events involving Continental.  The Equipment
Notes issued with respect to each aircraft will be secured by a
lien on such aircraft and will also be cross-collateralized by the
other aircraft financed pursuant to the Note Purchase Agreement.

                   About Continental Airlines

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

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

                           *     *     *

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

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

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


COOPER-STANDARD: Appeals Canada Court Decision on Cooper Tire
-------------------------------------------------------------
Cooper-Standard Automotive Canada Ltd. took an appeal to the
Ontario Court of Appeals from the decision issued by Ontario
Superior Court of Justice -- the court overseeing its insolvency
case.

The Ontario Superior Court of Justice earlier issued an order
lifting the stay in CSA Canada's case, which allowed Cooper Tire
& Rubber Company to name the Canadian unit as one of the
defendants of a lawsuit it lodged against Cooper-Standard
Holdings Inc. and Cooper-Standard Automotive Inc. before a U.S.-
based bankruptcy court.  The Canadian Court also ordered that all
tax refunds received by CSA Canada after September 29, 2009, are
to be segregated and not dealt with in any way until further
order.

In court papers, CSA Canada complained the Canadian Court ordered
a so-called "mareva injunction" on the tax refunds although it
was not sought by Cooper Tire and no one had commenced an action
against the Canadian unit seeking that ruling.

"Mr. Justice Cumming ordered the mareva injunction on his own
volition and without providing CSA Canada with the opportunity to
file evidence or law with respect to the issue," said CSA
Canada's attorney, Matthew Gottlieb, Esq., at Davies Ward
Phillips & Vineberg LLP, in Toronto, Ontario.

The mareva injunction is a form of injunction that is used to
restrain a defendant or its agents from removing assets from the
jurisdiction or otherwise disposing of or dealing with those
assets pending further orders by the court.

Mr. Gottlieb recounted that at the hearing on September 22, 2009,
Mr. Justice Cumming told them he would not make any order
freezing the tax refunds CSA Canada may receive in the future or
requiring that those refunds be segregated after they told him
there was no such request in Cooper Tire's motion.

"The proposed appeal deals with a matter of importance to all
practitioners in insolvency matters as it considers whether a
debtor to a CCAA proceeding can, without notice and without a
request, have its assets frozen by a judge exercising purported
authority pursuant to the provisions of the CCAA," Mr. Gottlieb
said.

Cooper Tire asserts ownership of about $60 million in tax
refunds, which CS Canada received from the Canada Revenue Agency,
based on the terms of a 2004 stock purchase agreement that was
executed in connection with the transfer of its stock to CS
Holdings.  Under the agreement, Cooper Tire is reportedly
entitled to all refunds of taxes and interest received by CS
Holdings or any of its units.

Cooper Tire also wants to recover $42.5 million in additional
Canadian tax refunds yet to be received.

                       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: Court Revises Order on Lazard Application
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware revised
its prior order authorizing the employment of Lazard Freres & Co.
LLC, as Cooper-Standard Holdings Inc.'s financial adviser.

In its revised order dated October 13, 2009, the Court held that
50% of all monthly fees paid to the firm for August 2009 and each
subsequent month of its employment will be credited against any
fee payable upon completion of the Debtors' restructuring, sale
of major assets and controlling interest in their equity
securities, and any transaction involving the issuance, sale or
placement of equity, equity-linked or debt securities of the
Debtors, their affiliates and subsidiaries.

The Court also held that Lazard Freres is not entitled to a fee
of $1 million that would have been paid to the firm upon receipt
or completion of any renegotiation, amendment, waiver or similar
transaction with respect to covenants included in the secured
debt facility of the Debtors, their affiliates and subsidiaries.

As investment banker and financial adviser, Lazard is tasked to
provide these services:

  (1) review and analyze the Debtors' business operations and
      financial projections;

  (2) evaluate the Debtors' potential debt capacity in light of
      their projected cash flows;

  (3) assist in determining a capital structure and range of
      values for the Debtors;

  (4) advise the Debtors on tactics and strategies for
      negotiating with the stakeholders;

  (5) provide financial advice to the Debtors and participate in
      meetings or negotiations with the stakeholders, rating
      agencies or other parties in connection with any
      restructuring;

  (6) advise the Debtors on the timing, nature and terms of new
      securities, other consideration or inducement to be
      offered pursuant to a restructuring;

  (7) advise and assist the Debtors in evaluating potential
      financing;

  (8) assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with the restructuring;

  (9) assist the Debtors in identifying and evaluating
      candidates for a potential sale transaction, and aiding
      them in the completion of the sale;

(10) attend meetings of the Debtors' board of directors and its
      committees; and

(11) provide testimony and other financial restructuring
      advice.

The Debtors have proposed that in return for its services, Lazard
will be paid a monthly fee of $200,000, payable on the first day
of each month until the completion of a restructuring or the
termination of Lazard's employment; and $7.5 million payable upon
the consummation of a restructuring.  The firm will also be
reimbursed of its expenses and will be indemnified for any damage
or liability in connection with its employment.

                       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: Fried Frank Charges $868,500 for August
--------------------------------------------------------
Seven professionals retained in Cooper-Standard Holdings Inc.'s
Chapter 11 cases seek interim allowance of fees for services
provided and reimbursement of expenses incurred:

A. Debtors' Professionals:

  Professional          Fee Period        Fees      Expenses
  ------------          ----------     ----------   --------
Fried Frank Harris      08/03/09 to      $868,587    $23,883
Shriver & Jacobson LLP  08/31/09

Alvarez & Marsal North  08/03/09 to      $432,257    $13,197
America LLC             08/31/09

Ernst & Young LLP       08/03/09 to      $392,153       $833
                        08/31/09

Lazard Freres & Co. LLC 08/03/09 to      $200,000     $1,544
                        08/31/09

Fried Frank is the legal counsel of the Debtors while Alvarez &
Marsal serves as their restructuring adviser.  Ernst & Young and
Lazard Freres are the Debtors' tax adviser and financial adviser.

B. Official Committee of Unsecured Creditors' Professionals

  Professional          Fee Period        Fees      Expenses
  ------------          ----------     ----------   --------
Kramer Levin Naftalis   08/13/09 to      $281,239     $3,937
& Frankel LLP           08/31/09

Young Conaway Stargatt  08/14/09 to       $14,687     $2,411
& Taylor LLP            08/31/09

                        09/01/09 to       $35,685     $1,506
                        09/30/09

Bennett Jones LLP       09/02/09 to        $8,483       C$20
                        09/3O/09

Kramer Levin and Young Conaway are the Official Committee of
Unsecured Creditors' legal counsel while Bennett Jones serves as
the panel's special counsel in Canada.

                       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)


CORUS BANK: FDIC, Investors Take Over Mosaic Condominium Tower
--------------------------------------------------------------
Nancy Sarnoff at the Houston Chronicle reports that the Federal
Deposit Insurance Corp. and a collection of investors, including
Starwood Capital Group, have taken over 5925 Almeda North Tower,
L.P.'s Mosaic condominium tower at Hermann Park.  5925 Almeda had
gone into default on a $76 million construction loan with Corus
Bank, N.A., which then foreclosed on the unsold units in the
upscale building in September.  Investors, says the Houston
Chronicle, agreed to buy an interest in the lender's assets, which
include a $4.5 billion portfolio of more than 100 properties
across the country.  The FDIC, which seized Corus, will own a 60%
equity interest in the bank's portfolio, held in a company called
Corus Construction Ventures, and provide zero% financing to the
Starwood and the other investors for 50% of the purchase price,
the Houston Chronicle says, citing the Starwood investor group.
The report states that the FDIC will also provide up to $1 billion
for working capital and to fund project completions.

Corus Bank, N.A., was the banking subsidiary of Chicago, Illinois-
based Corus Bankshares, Inc. (NASDAQ: CORS).  Corus Bank was
closed September 11 by regulators and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

As of June 30, 2009, Corus Bank had total assets of $7 billion and
total deposits of approximately $7 billion.  MB Financial Bank
will pay the FDIC a premium of 0.2 percent to assume all of the
deposits of Corus Bank.  In addition to assuming all of the
deposits of the failed bank, MB Financial Bank agreed to purchase
approximately $3 billion of the assets, comprised mainly of cash
and marketable securities.  The FDIC will retain the remaining
assets for later disposition.


CRESCENT RESOURCES: Morgan Stanley May Give Portfolio to Barclays
-----------------------------------------------------------------
The Wall Street Journal reports that Morgan Stanley may end up
handing over the Crescent Resources LLC portfolio's keys to
Barclays Capital, which is owed $2 billion, by November 2.
According to Paul Bubny at GlobeSt.com, Morgan Stanley reported a
$400-million quarterly loss on its Crescent portfolio and other
real estate holdings.  GlobeSt.com quoted Morgan Stanley EVP and
CFO Colm Kelleher as saying, "While I won't go into a lot of
detail, we are continuing to work with the lender" in negotiating
the next course of action.  GlobeSt.com relates that the Barclays
non-recourse debt, originally due August 3, got a three-month
extension.  Morgan Stanley also is considering other options,
including an influx of capital to keep the investment afloat, The
Journal states, citing people familiar with the matter.

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States.  Based in Charlotte, North Carolina, Crescent Resources is
a joint venture between Duke Energy and the Morgan Stanley Real
Estate Funds.  Established in 1969, Crescent creates mixed-use
developments, award-winning country club communities, single-
family neighborhoods, apartment and condominium communities, Class
A office space, business and industrial parks and shopping
centers.

Crescent Resources and 120 affiliates filed separate chapter 11
petitions on June 10, 2009 (Bankr. W.D. Tex. Lead Case No. 09-
11507).  The Hon. Craig A. Gargotta presides over the case.
Attorneys at Weil Gotshal Manges LLP represent the Debtors in
their Chapter 11 cases.  Eric J. Taube, Esq., at Hohmann, Taube &
Summers, L.L.P., serves as the Debtors' co-counsel.  Garden City
Group serves as claims and notice agent.  The Debtors disclosed
more than $1 billion each in assets and debts when they filed for
bankruptcy.


DANNY HUNT: Creditor's Claim Revived After Chapter 11 Plan Default
------------------------------------------------------------------
WestLaw reports that a state court judgment against a reorganized
Chapter 11 debtor was based on the debtor's contractual obligation
under the plan, rather than the preconfirmation obligation that
had been discharged.  Thus, the Rooker-Feldman doctrine barred
reconsideration of the state court's ruling by the bankruptcy
court.  The plan called for the debtor to repay a minimum 24%
payoff of unsecured claims, and the state court judgment was for
the same amount as the preconfirmation obligation.  In re Hunt, --
- B.R. ----, 2009 WL 2601921 (Bankr. E.D. Tenn.) (Parsons, J.).

Danny Hunt d/b/a The Gold Man and Scuggs Jewelers sought chapter
11 protection (Bankr. E.D. Tenn. Case No. 99-21805) on July 14,
1999.  On August 16, 2000, the bankruptcy court entered an order
confirming the Debtor's First Amended Plan of Reorganization.
Under the Plan, unsecured, nonpriority creditors holding claims
over $500 were placed in Class V.  With respect to this class,
the Plan provided that beginning 180 days after the confirmation
order became final (10 days after its entry), the Debtor would pay
$2,000 per month for 48 months into an account, from which a pro
rata quarterly distribution to Class V creditors would be made.
The Plan specified that this distribution "represents a minimum 24
per-cent payoff of unsecured claims as of the date of filing."
The Debtor defaulted under the plan, and then filed a chapter 13
petition (Bankr. S.D. Fla. Case No. 05-_____) on January 10, 2005,
which was dismissed 21 days later for failure to file the required
statements and schedules.

Following the plan default, creditor L.A.J., Inc., owed $61,652,
sued in state court, obtained and recorded a judgment, and began
execution on its judgment lien on September 19, 2008, which
resulted in the Sullivan County, Tenn., Sheriff placing the
Debtor's realty for sale by auction.  To stop the sale, Mr. Hunt
filed a motion with the bankruptcy court to reopen his chapter 11
case, which motion was granted by order entered January 27, 2009.
Then, Mr. Hunt commenced an adversary proceeding (Bankr. E.D.
Tenn. Adv. Pro. No. 09-5008) against LAJ on February 17, 2009.
Mr. Hunt alleged in the complaint that because under 11 U.S.C.
Sec. 1141(d) all preconfirmation debt is discharged upon
confirmation except as otherwise provided by the Plan, his $62,652
debt to LAJ was discharged at confirmation, with the exception of
24% of its claim that LAJ was to receive under the Plan.  Because
the state court judgment obtained by LAJ was in the amount of its
entire prepetition claim against the Debtor, rather than 24% of
this claim, the Debtor asserts that LAJ violated the discharge
injunction of Sec. 524(a) of the Bankruptcy Code.  The Debtor
sought an order finding LAJ in contempt, determining that LAJ's
judgment is invalid and void ab initio, directing LAJ to release
its recorded judgment lien, and awarding the Debtor compensatory
damages including attorney fees.

In its answer, LAJ denied any violation of the discharge
injunction or that the Debtor is entitled to the requested relief.
According to LAJ, its default judgment was based upon the Debtor's
Plan obligation rather than the prepetition debt and is therefore
valid.  LAJ also asserts that the Debtor obtained confirmation of
his Plan by fraud and asked the bankruptcy court to revoke the
Debtor's discharge on this basis.  Lastly, LAJ asked the court to
confirm its state court judgment against the Debtor and its
judgment lien, and award LAJ attorney fees.

In response to LAJ's counterclaim, the Debtor denied the
allegations of fraud and otherwise contended that any effort to
revoke the discharge on this basis is untimely because it was not
asserted within the first 180 days after entry of the confirmation
order as required by Sec. 1144 of the Bankruptcy Code.

The Honorable Marcia Phillips Parsons first considered LAJ's
threshold assertion that she lacked jurisdiction to consider the
parties' dispute.  Relying on Hamilton v. Herr (In re Hamilton),
540 F.3d 367, 376 (6th Cir. 2008), teaching that "a state-court
judgment that modifies a discharge in bankruptcy is void ab initio
and the Rooker-Feldman doctrine would not bar federal-court
jurisdiction over the Debtor's complaint" that sought to enjoin a
state court judgment rendered against the debtor.   Accordingly,
Judge Parsons rules, LAJ's $61,652 state court judgment is valid
and enforceable.


DAYTON SUPERIOR: Court Approves Financing from Exit Lenders
-----------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Dayton Superior Corporation to
enter into and perform under a commitment letter for exit
financing with Bank of America, N.A., UBS Loan Finance LLC and
KeyBank National Association.

The exit financing is a senior credit facility that consists of a
$110 million revolving credit facility, inclusive of a $20 million
sub-limit for letters of credit.

The proceeds of the revolver exit facility, together with the
proceeds of the rights offering will be used to:

   a) refinance all outstanding obligations under the DIP
      facility;

   b) issue standby or commercial letters of credit;

   c) pay transaction fees and expenses incurred in connection
      with the revolver exit facility and the transactions
      contemplated thereby;

   d) make certain other payments required under the plan; and

   e) finance ongoing working capital needs and general corporate
      purposes of the reorganized Debtor.

The commitment letter requires the Debtor, from the date of the
effectiveness of the commitment letter up to and through the
earlier of (i) the closing of the revolver exit facility and (ii)
Dec. 31, 2009, to work exclusively with the commitment parties to
consummate the revolver exit facility and to agree that it will
not solicit any other bank, investment bank, financial
institution, person or entity to provide, structure o arrange or
syndicate the revolver exit facility or any other senior financing
similar to the revolver exit facility.

                     About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation (Pink
Sheets: DSUPQ) -- http://www.daytonsuperior.com/-- makes and
distributes construction products.  Aztec Concrete Accessories
Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa
Inc., Southern Construction Products Inc., Symons Corporation and
Trevecca Holdings Inc. were merged with the Company December 31,
2004.

The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Keith A. Simon, Esq., Jude M.
Gorman, Esq., and Joseph S. Fabiani, Esq., at Latham & Watkins LLP
serve as the Debtors' bankruptcy counsel.  Russell C. Silberglied,
Esq., John H. Knight, Esq., Paul N. Heath, Esq., and Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Dayton Superior had $288,709,000 in assets and
$405,867,000 in debts as of February 27, 2009.


DBSI INC: Executives Improperly Used Investor Money, Says Examiner
------------------------------------------------------------------
Simon Shifrin at Idaho Business Review reports that Joshua
Hochberg, the court-appointed examiner for DBSI Inc., said that an
almost six-month probe shows that company executives improperly
used investor money to prop up the Company, to spend on pet
projects and to enrich themselves.

According to Business Review, Mr. Hochberg wrapped up an
investigation that started in April and filed his final report in
the U.S. Bankruptcy Court for the District of Delaware on
October 19, saying that recent weeks of examination have
reinforced the interim report he filed on August 3 that concluded
that company officials engaged in serial misconduct.  DBSI
officials, including CEO Doug Swenson, engaged in an "elaborate
shell game' with investor money, Business Review says, citing Mr.
Hochberg.

Business Review states that investors were guaranteed monthly
payments from DBSI, typically between 8% and 11%, under the terms
of master lease agreements.  Business Review, citing Mr. Hochberg,
reports that DBSI started as early as 2005 to rely on money from
new investors to cover its obligations to previous investors.
According to the report, DBSI raised a total of $500 million
through a constant influx of serial bond, note and fund offerings,
but Mr. Hochberg said that that the Company's only significant
source of income was coming from the sale of properties.

Citing Mr. Hochberg, Business Review says that DBSI's financial
and accounting records "are unreliable, unorganized, inconsistent
and often unintelligible."  Mr. Hochberg, Business Review relates,
alleged that Mr. Swenson and others inflated the values of DBSI's
assets, hiding the nature of inter-company payments, concealing
mounting debt obligations, engaging in year-end cash
manipulations, changing bookkeeping entries after the fact, and
pooling money that should have been kept separate.  DBSI
improperly used tens of millions of dollars that it told investors
would be set aside for property improvements as a source of cash
for its operations, the report states, citing Mr. Hochberg.

Mr. Hochberg, according to Business Review, said that company
insiders received $75.1 million of direct and indirect cash
payments between 2000 and 2008.  The report states that more than
half of those payments, $38.6 million, went to Mr. Swenson, whom
Mr. Hochberg says continued drawing money at a rate of $72,000 per
month despite the shutdown of TIC sales through the real estate
channel in November 2007 and a resulting decrease in revenue.

DBSI said that Mr. Swenson got no net benefits because he
contributed $7 million more to the Company than he received over
that time period, Business Review relates.

Mr. Swenson intends to vigorously defend himself against these
false accusations, according to a statement obtained by KTVB.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.

On November 10, 2008, and other subsequent dates, DBSI and 180 of
its affiliates filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 08-12687).  Lawyers at Young Conaway Stargatt &
Taylor LLP represent the Debtors as counsel.  The Official
Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as
its bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
Debtors' notice, claims and balloting agent.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million and $500 million.

Joshua Hochberg, a former head of the Justice Department fraud
unit, has been named examiner to investigate allegations of fraud
by the Debtors and their management.  The state of Idaho had
accused DBSI of engaging in a Ponzi scheme and defrauding
thousands of investors out of millions of dollars through the sale
of unregistered securities.


DELFASCO, INC: Exploring Options to Exit Chapter 11
---------------------------------------------------
Delfasco, Inc., is looking for an exit lender or a strategic or
financial buyer in order to exit from Chapter 11.

Established in 1977 and headquartered in northeast Tennessee,
Delfasco, Inc., is one of the most highly regarded and well known
small business defense contractors in the country and has enjoyed
a reputation for unsurpassed quality and on-time delivery that
sets it apart from other production facilities.  Key products
include practice bombs, ammunition storage cylinders and
suspension lugs. The Company's primary customers include the
Department of Defense and prime defense contractors General
Dynamics and Alliant Techsystems.  Delfasco qualifies as a "Small
Business Concern" under the US Government's Small Business
Administration designation and all of its prime contracts are
restricted to Small Business Concerns.

Delfasco is a full line fabricating facility with expertise in
stamping, forming, MIG welding, resistance welding, CNC machining,
zinc phosphating, painting and assembly.  The company maintains a
complete range of support functions to augment production
capabilities and is capable of fulfilling all customer
requirements for quality, statistical process control and customer
service and support.  The company's 90,000 square foot
manufacturing facility sits on 12 acres of land.

Although the need for Delfasco's practice bomb and suspension lug
products have dropped off in light of the prolonged active
conflicts in Afghanistan and Iraq (because use of practice
munitions generally decreases during times of conflict when use of
live munitions increases), Delfasco's financial situation was not
the motivation for seeking Chapter 11 protection.  The filing of
the company's voluntary petition on July 28, 2008, was
necessitated by an administrative order, issued by the
Environmental Protection Agency regarding an acre of land Delfasco
owns in Grand Prairie, Texas.  Upon issuance of the order, the
company's secured lender froze Delfasco's working capital
facility, despite over $700,000 in availability at the time. The
Company was financially unable to consent to the EPA's order and
the future mitigation work it contemplated.

Since the filing, the Debtor, with the support of the Official
Committee of Unsecured Creditors, has achieved a structured
settlement for treatment of the EPA's claims that includes the
EPA's remediation of the affected property and the splitting
between the EPA and Unsecured Creditors of those proceeds made
available under the Plan of Reorganization.  The terms of the
settlement are subject to court approval of the Debtor's Proposed
Plan of Reorganization and final approval of the United States
Department of Justice after an appropriate public comment period.
The Delfasco Forge division was sold in December 2008 and the
proceeds were used to pay off the secured lender in full.

For a secured lender providing exit financing, Delfasco represents
the opportunity to obtain attractive asset collateral and
coverage.

For strategic buyers, this is an opportunity to increase current
volume and achieve potential synergies.  For financial buyers, the
company is an opportunity to invest in a cashflow positive
business (with expected SG&A savings) and a highly regarded
defense contractor during a soft market (a condition created by
increased use of live munitions in support of two active wars).

To obtain more information or to return an executed
Confidentiality Agreement, please contact the financial advisor to
the Official Committee of Unsecured Creditors:

          Ted Gavin, CTP
          Principal
          NachmanHaysBrownstein, Inc.
          Email: tgavin@nhbteam.com
          Office: (302) 655-8997, ext. 151
          Cell: (484) 432-3430
          Facsimile: (302) 655 6063

               - or -

          Michael Savage, CTP, CIRA
          Managing Director
          NachmanHaysBrownstein, Inc.
          Email: msavage@nhbteam.com
          Cell: (617) 378-7158

Please also notify counsel for the Debtor, of any interest in this
transaction, and copy debtor's counsel on all email and other
correspondence regarding this transaction:

          Steven M. Yoder, Esq.
          Potter Anderson & Corroon, LLP
          Email: syoder@potteranderson.com
          Office: (302) 984-6107
          Facsimile: (302) 778-6107


DELUXE ENTERTAINMENT: S&P Retains Positive Watch on 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that Hollywood,
California-based Deluxe Entertainment Services Group Inc.'s 'B-'
corporate credit rating remains on CreditWatch with positive
implications, where it was placed on Oct. 1, 2009, after the
company announced its intention to refinance its first- and
second-lien credit agreement with senior secured notes.  The
CreditWatch listing reflects the possibility that S&P could raise
the rating pending completion of proposed amendments to the credit
agreements and its review of the final covenants.

S&P also placed the issue-level ratings on the first- and second-
lien facilities on CreditWatch with positive implications.  In
addition, S&P withdrew its issue-level and recovery ratings on the
proposed $600 million senior secured notes.

"The CreditWatch reflects the possibility that S&P could raise the
rating pending completion of the amendments and its review of the
final covenants," said Standard & Poor's credit analyst Tulip Lim.
Under the existing credit facilities, the company's margin of
compliance is tight because of step-downs in the third and fourth
quarters.  Completion of the refinancing would have improved
liquidity by eliminating covenant pressure.  The company
ultimately decided not to pursue the refinancing.  Instead, it is
seeking to widen its cushion of compliance with financial
covenants with amendments to its credit agreements.  These
amendments would also improve the company's liquidity, but it is
unclear how much additional headroom the company would have.

"Key considerations in resolving the CreditWatch will be the
amount of flexibility the new covenants will provide the company,"
added Ms. Lim.  Any upgrade of the first- and second-lien
facilities would be linked to an action on the corporate credit
rating.  S&P will consider whether the cushion is sufficient to
withstand some operating underperformance that could result from a
smaller or weaker film release schedule from its customers,
increased adoption of digital projection technology by exhibitors,
and/or extended weakness in the economy.


DENNIS EARL NOLEN: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Dennis Earl Nolen
               Terry J. Nolen
               HC 70 Box 4610
               10150 W McGee Ranch Rd
               Sahuarita, AZ 85629

Bankruptcy Case No.: 09-26776

Chapter 11 Petition Date: October 21, 2009

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

Debtors' Counsel: Jeffrey H. Greenberg, Esq.
                  Stubbs & Schubart Pc
                  340 N Main Ave
                  Tucson, AZ 85701
                  Tel: (520) 623-5466
                  Fax: (520) 882-3909
                  Email: jgreenberg@stubbsschubart.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 16 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/azb09-26776.pdf

The petition was signed by the Joint Debtors.


DENNIS PIECHOWICZ: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Dennis Peter Piechowicz
               Teresa K. Piechowicz
               PO Box 15434
               Brooksville, FL 34604

Bankruptcy Case No.: 09-23803

Chapter 11 Petition Date: October 21, 2009

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

Judge: Catherine Peek McEwen

Debtors' Counsel: Buddy D. Ford, Esq.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  Email: Buddy@tampaesq.com

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

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

According to the schedules, the Company has assets of at least
$1,219,352, and total debts of $1,607,555.

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/flmb09-23803.pdf

The petition was signed by the Joint Debtors.


DERECKTOR SHIPYARDS: To Get Almost $4MM in Gov't Funding
--------------------------------------------------------
The Connecticut Post Online reports that Derecktor Shipyards
Connecticut LLC has secured almost $4 million in state and federal
grants to help it build and repair larger commercial vessels.
According to The Connecticut Post, work continues on the Cakewalk
V, which would be one of the largest private yachts in the world.
The Connecticut Post notes that this grant is aimed at saving jobs
and creating some.

Bridgeport, Connecticut-based Derecktor Shipyards Connecticut,
LLC, dba Derecktor Shipyards, -- http://www.derecktor.com/--
builds yachts and commercial vessels.  It also has operations in
New York and Florida.  It delivered a 350-passenger fast ferry for
Bermuda in 2007.  In 2006, the company won deals to build two
large vessels, which are currently under construction.

The Debtor filed its Chapter 11 petition on July 18, 2008 (Bankr.
D. Conn. Case No. 08-50643).  Judge Alan H.W. Shiff presides over
the case.  James Berman, Esq., at Zeisler and Zeisler, represents
the Debtor in its restructuring efforts.  The Debtor disclosed
assets of between $10,000,000 and $50,000,000 and debts of between
$10,000,000 and $50,000,000.


DOLLAR THRIFTY: S&P Puts 'CCC' Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its long-term ratings,
including the 'CCC' corporate credit rating, on Tulsa, Oklahoma-
based Dollar Thrifty Automotive Group Inc. on CreditWatch with
positive implications.  S&P left the '5' recovery rating on the
company's $600 million credit facility (original amount, but
subsequently reduced to $359 million) unchanged.  The '5' recovery
rating indicates modest (10%-30%) recovery of principal in a
default scenario.

"We based the CreditWatch placement on reduced debt, improved used
car prices, and strengthening leisure demand and pricing, which
have benefited DTAG and other participants in the car rental
industry," said Standard & Poor's credit analyst Betsy R. Snyder.
These trends have improved the company's financial prospects and
alleviated concerns S&P had regarding the effect of continued weak
operating performance, and the company's exposure to Chrysler LLC
and used car prices on its financial profile; and potential
violation of covenants under its corporate credit facility.

"Standard & Poor's will meet with management to evaluate DTAG's
prospective operating and financial performance to resolve the
CreditWatch placement within the next month," she continued.


DOUGLAS JOHNSON: May Lose Houston & Dallas TV Stations
------------------------------------------------------
David Barron at the Houston Chronicle reports that Doug Johnson's
creditors have filed a motion in the U.S. Bankruptcy Court that
may result in the sale of his television stations, KNWS (Channel
51) in Houston and KLDT in Dallas, for $14.8 million -- $9 million
for Channel 51 and $5.8 million for the Dallas station.  According
to the Houston Chronicle, a proposed agreement with Una Vez Mas
may trigger an auction for the two stations, wherein potential
bidders must offer at least $800,000 more than the price cited and
UVM would get a $700,000 breakup fee if the stations are sold to a
higher bidder.

Douglas R. Johnson in Houston, Texas, filed a voluntary chapter 11
petition on October 13, 2008, with the U.S. Bankruptcy Court for
the Southern District of Texas (Case No. 08-36584).  The Debtor
continues to manage and operate his affairs as a debtor-in-
possession.  No creditors' committee has yet been appointed in the
case by the United States Trustee.  When Mr. Johnson filed for
bankruptcy, he estimated assets between $10 million and
$50 million, and debts between $10 million and $50 million.

Johnson Broadcasting (Case No. 08-36583) and Johnson Broadcasting
of Dallas (Case No. 08-36585) are debtors in separate chapter 11
petitions also filed on October 13, 2008, with the U.S. Bankruptcy
Court for the Southern District of Texas.

Johnson Broadcasting and Johnson Broadcasting of Dallas are
represented by John James Sparacino, Esq., and Timothy Alvin
Davidson, II, Esq., at Andrews and Kurth in Houston, as bankruptcy
attorneys.  The Debtors estimated assets between $10 million and
$50 million, and debts between $10 million and $50 million.


DUNE ENERGY: Reports 3rd Quarter 2009 Operating Results
-------------------------------------------------------
Dune Energy, Inc., on Thursday, disclosed operating results
updates for the third quarter ended September 30, 2009.

(A) Drilling and Completion Operations

The Company said the Wieting #32 well at the Chocolate Bayou
Field, Brazoria County, Texas, was drilled and logged to a total
measured depth of 12,750 feet.  A private party operated the
drilling, and Dune will operate the completion procedure and
production.  Electric logs indicate roughly 50' of high quality
gas pay in the primary objective of the 12,000 S Sand.  Completion
and flowline installations are expected to be in place by early
November 2009. The Wieting #30 well was recently recompleted and
is currently flowing at roughly 5 MMcfe/day.  Dune has a 50%
working interest in the completion of the Wieting #32 and a 100%
working interest in the Wieting #30.

At South Alvin Field in Brazoria County, Texas, Dune has completed
drilling operations and flow testing and is preparing to lay a
pipeline for production.  The well has tested over 3 MMcfe/day,
and first production is anticipated in early December 2009. Dune
operates the Alvin Townsite GU #1 ST2 well with a 76.6% working
interest.  Several workovers of existing wells within the Garden
Island Bay Field, Plaquemines Parish, Louisiana are currently
ongoing.

At Leeville Field, Lafouche Parish, Louisiana, Dune has a 5% ORRI
in a 12,500' exploratory test well currently drilling below 8,967'
measured depth.  The well is operated by a private entity. At
Bateman Lake Field, St. Mary Parish, Louisiana the company
anticipates one exploratory well to be drilled in the fourth
quarter of 2009 or first quarter of 2010 based on an exploration
agreement with a private entity.  Dune can choose to be carried
for a 20% working interest or to participate for an approximate
35% working interest including a carried percentage.  Additional
workovers of existing wells in several fields are planned during
the fourth quarter.  Dune anticipates commencing drilling
operations in Garden Island Bay in late 2009 or early in 2010 on a
2 to 5 well program primarily focused on oil reservoirs.

(B) Production Volumes

Third quarter production volumes averaged between 22 and 24
MMcfe/day as compared to roughly 26 MMcfe/day for the first half
of 2009.  The recent activity is anticipated to result in fourth
quarter volumes averaging between 29 and 33 MMcfe/day depending on
sustained rates and timing on new well production.

(C) Liquidity

At the end of the third quarter, Dune had $19.9 million in cash.
Additionally, availability under the Wells Fargo Foothill revolver
was increased to $40 million of which $17 million is currently
drawn and $8.3 million is issued in standby letters of credit,
resulting in almost $35 million of liquidity at the end of the
quarter.

(D) Hedging

In addition to Dune's hedges for the remainder of 2009, Dune has
put costless collars in place for 2010 for both gas and oil
production.  Over the year roughly 6.5 MMcf/day of gas is hedged
with a floor of $4.50 per MMcf and a ceiling of $7.68 per MMcf,
and for the same time frame roughly 900 BO is hedged with a floor
of $60.00 per BO and a ceiling of $88.10 per BO.  This is slightly
above the 50% of proved developed producing volumes currently
forecast for 2010 as required under its Wells Fargo Foothill
credit agreement.

James A. Watt, President and Chief Executive Officer stated "We
are pleased with the results of the third quarter activity and
plan to continue well workovers in various fields along with
initiating a new well drilling program at Garden Island Bay late
in 2009 or early 2010.  We severely limited our capital programs
during the low commodity price environment but now feel with
improved prices we can more aggressively pursue drilling
operations within our fields.  This increased activity will be
scheduled to remain within the liquidity constraints of our cash
on hand and availability under the revolver".

                    Special Shareholders' Meeting


A Special Meeting of Dune Stockholders will be held November 30,
2009, at 9:00 a.m. Central Time, at Dune's corporate offices,
located at Two Shell Plaza, 777 Walker Street, Suite 2300, in
Houston, Texas.

The purpose of the meeting:

     -- To ratify and approve an amendment to Dune's Certificate
        of Incorporation to effect a reverse stock split of Dune's
        outstanding shares of common stock at a ratio of 1-for-5;
        and

     -- To ratify and approve an amendment to Dune's 2007 Stock
        Incentive Plan to increase the number of shares of Dune
        common stock that may be issued under the plan from
        7.0 million shares to 16.0 million shares, which number of
        shares shall be subject to the reverse stock split if
        approved by the stockholders.

Stockholders of record at the close of business on October 2,
2009, may vote.

A full-text copy of Dune's proxy statement is available at no
charge at http://ResearchArchives.com/t/s?475a

                       About Dune Energy

Based in Houston, Texas, Dune Energy, Inc., is an independent
energy company.  Since May of 2004, it has been engaged in the
exploration, development, acquisition and exploitation of natural
gas and crude oil properties, with interests along the
Louisiana/Texas Gulf Coast.  Its properties cover 100,000 gross
acres across 23 producing oil and natural gas fields.

As of June 30, 2009, the Company had $382.3 million in total
assets; and $355.6 million in total liabilities and $213.4 million
in Redeemable convertible preferred stock; resulting in
$186.7 million in stockholders' deficit.  The Company had
$252.0 million in accumulated deficit as of June 30, 2009.


DUNE ENERGY: UBS AG reports 40.39% Equity Stake
-----------------------------------------------
UBS AG reports that as of October 20, 2009, it may be deemed to
beneficially own 115,848,794 shares of Dune Energy, Inc. common
stock, consisting of 115,848,794 Common Shares underlying 10%
Senior Redeemable Convertible Preferred Stock, or roughly 40.39%
of the outstanding Common Shares.

UBS says as of October 20, 2009, each share of Preferred Stock
converts into 571.43 Common Shares plus a make-whole premium as of
October 20, 2009 amounted to an additional 737.60 Common Shares
for 1 share of Preferred Stock.  The make whole premium is equal
to the discounted net present value of future dividends (until
June 2010) divided by the Volume Weighted Average Price of the
common stock for the last 10 trading days prior to the conversion
date discounted 10%.  Therefore, the make whole premium fluctuates
with the changes in the price of the Common Shares and the amount
of future dividends.

UBS says the Preferred Stock was acquired for investment and
proprietary trading purposes.  UBS intends to review continuously
its position with Dune Energy. Depending on future evaluations of
the business prospects of Dune Energy and upon other development,
including, but not limited to, general and economic business
conditions and stock market conditions, UBS may retain or dispose
from time to time of all or a portion of their holdings, subject
to any applicable legal and contractual restrictions on their
ability to do so.  UBS is exploring the possibility of liquidating
the Preferred Shares or converting into Common Shares for
liquidation.  UBS has made no decision regarding liquidation or
conversion or other activity with regards to this position.

                       About Dune Energy

Based in Houston, Texas, Dune Energy, Inc., is an independent
energy company.  Since May of 2004, it has been engaged in the
exploration, development, acquisition and exploitation of natural
gas and crude oil properties, with interests along the
Louisiana/Texas Gulf Coast.  Its properties cover 100,000 gross
acres across 23 producing oil and natural gas fields.

As of June 30, 2009, the Company had $382.3 million in total
assets; and $355.6 million in total liabilities and $213.4 million
in Redeemable convertible preferred stock; resulting in
$186.7 million in stockholders' deficit.  The Company had
$252.0 million in accumulated deficit as of June 30, 2009.


ELECTROGLAS INC: EG Systems Acquires All of Firm's Assets
---------------------------------------------------------
Backed by a private financial group EG Systems, LLC has completed
the acquisition of all business assets of Electroglas Inc., to
market, sell, service, and support the worldwide wafer prober
business of Electroglas.  The Delaware Bankruptcy Court approved
and authorized this sale on October 20, 2009.  The court approved
the sale of Electroglas' MCAT assets including certain inventory
and Electroglas' intellectual property to FormFactor, Inc.

Customers of Electroglas should expect continued support for
Electroglas' new prober systems, and full support of its worldwide
install-base with spare parts, upgrades, service, and application
support including 200mm, 300mm and all Legacy wafer prober
systems.

Most of Electroglas' current employees and management team have
transitioned to this new company. Effective immediately, Mr. Raj
Kaul will hold the position of President and Chief Executive
Officer of EG Systems.  "Foremost, we will be bringing the
company's focus back to concentrate on our worldwide customer
base, which understandably was unclear during the turbulent
financial times for the company and the industry in general," said
Raj Kaul.  "Electroglas has an excellent engineering team and
employee base that has done an exceptional job during these tough
times. I am thrilled for this opportunity to head this company,
and I am eager to continue the company's long history of
supporting our customers worldwide," added Raj Kaul.  Raj Kaul is
also the President and CEO of Kensington Laboratories, LLC.

EG Systems has also acquired the name Electroglas and the
associated trademarks as part of the acquisition.

                         About EG Systems

EG Systems was formed to acquire Electroglas' Prober Business
Assets.  Electroglas has been a leading supplier of innovative
wafer probers and software solutions for the semiconductor
industry.  For more than 45 years, Electroglas has helped
integrated device manufacturers, wafer foundries and outsourced
assembly and test suppliers improve the overall effectiveness of
semiconductor manufacturers' wafer testing.  Headquartered in San
Jose, California, the company has current install-base of more
than 16,500 systems worldwide.

                      About Electroglas, Inc

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

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


EMBARCADERO PARTNERS: Seeks to Hire Akin Gump as Counsel
--------------------------------------------------------
Embarcadero Partners LP asks the U.S. Bankruptcy Court for the
Northern District of Texas for authority to employ Akin Gump
Strauss Hauer & Feld LLP as its counsel.

The firm has agreed to:

   a) render legal advice regarding the powers and duties of a
      debtor that continues to operate its business as a debtor in
      possession;

   b) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on the
      Debtor's behalf, the defense of any actions commenced
      against the Debtor, the negotiation of disputes in
      which the Debtor is involved, and the preparation of
      objections to claims filed against the Debtor's estate;

   c) prepare on behalf of the Debtor, as a debtor in possession,
      all necessary motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtor's estate and appear on
      the Debtor's behalf at all hearings regarding the Debtor's
      case;

   d) negotiate, prepare and file a plan of reorganization and
      related disclosure statement and all related documents, and
      otherwise promote the financial rehabilitation of the
      Debtor; and

   e) perform all other necessary legal services in connection
      with the prosecution of the Debtor's chapter 11 case.

The firm's standard hourly rates:

      Partners                     $460-$1,050
      Special Counsel and Counsel  $250-$810
      Associates                   $160-$580
      Paraprofessionals            $105-$270

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

Based in Dallas, Texas, Embarcadero Partners, L.P., operates a
real estate business.  The company filed for Chapter 11 protection
on September 30, 2009 (Bankr. N.D. Tex. Case No. 09-36455).  In
its petition, the Debtor listed both assets and debts between
$10 million and $50 million.


ENCHANTMENT LLC: Wants to Hire Stichter Riedel as Counsel
---------------------------------------------------------
Enchantment LLC dba Best Western Sea Wake Beach Resort asks U.S.
Bankruptcy Court for the Middle District of Florida for authority
to employ Stichter, Riedel, Blain & Prosser, P.A., as its counsel.

The firm has agreed to, among other things:

   a) render legal advice with respect to the Debtor's powers and
      duties as a debtor in possession, the continued operation of
      the Debtor's business, and the management of its property;

   b) prepare on behalf of the Debtor necessary motions,
      applications, orders, reports, pleadings, and other legal
      papers;

   c) appear before this Court, any appellate courts, and the
      United States Trustee to represent and protect the interests
      of the Debtor;

   d) take all necessary legal steps to confirm a plan of
      reorganization;

   e) represent the Debtor in all adversary proceedings, contested
      matters, and matters involving administration of this case,
      both in federal and in state courts;

Papers filed with the Court did not show the firm's standard
hourly rates for its professionals.

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

Based in Clearwater Beach, Florida, Enchantment LLC Best Western
Sea Wake Beach Resort operates a real estate business.  It owns
The Best Western Sea Wake Beach Resort on Clearwater Beach.  The
Debtor files for Chapter 11 protection on Oct. 8, 2009 (Bankr.
M.D. Fla. Case No. 09-22895).  In its petition, the Debtor listed
both assets and debts between $10 million and $50 million.


EQUINIX INC: Switch and Data Deal Won't Affect S&P's 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Foster City,
California-based data center and interconnection service provider
Equinix Inc.'s (B+/Stable/--) announced acquisition of Switch and
Data Facilities Co. Inc. does not affect its ratings and outlook.

Cash consideration for the transaction, which is likely to
close in the first quarter of 2010, is manageable, at around
$138 million, versus Equinix's cash and short-term investment
balance at Sept. 30, 2009, of around $600 million.  Acquisition
of Switch and Data also provides some enhancement to the company's
business profile through expanded scale and a more diverse market
footprint in the data center business.  However, Equinix's
financial profile remains relatively unchanged.  Switch and Data's
debt totaled about $202 million at June 30, 2009.  While it is not
clear if this debt will be refinanced or remain outstanding, pro
forma consolidated leverage, using Switch and Data's current
capital structure, is around 5.0x, which is in line with Equinix's
leverage at June 30, 2009, of 5.2x, and supportive of the current
rating and outlook.


ERICKSON RETIREMENT: Redwood to Pay $75M Cash, Take $500MM Debt
---------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Erickson Retirement
Communities LLC filed proposed bidding procedures under which it
will sell its retirement communities to Redwood Capital Investors
LLC absent higher and better offers.  Redwood has offered to pay
$75 million in cash, issue a $25 million note, assume $500 million
in debt and provide $50 million capital for the business.

Redwood, according to Bloomberg, is also offering to supply $20
million in financing for the reorganization effort. Erickson says
the existing lenders refuse to provide financing.  Redwood would
make a $5 million loan available on an interim basis pending final
approval of financing.  The loan is to have a lien on all asset
except cash ahead of existing lenders.

When Redwood buys the business, cash will be among the acquired
assets.  Erickson is asking the bankruptcy court to hold a hearing
by Oct. 29 on the financing motion.

Redwood is to be the sponsor of a Chapter 11 plan to complete the
sale.  Erickson and the buyer say they will file a plan and
disclosure statement 10 days after the bankruptcy court approves a
time schedule for an auction and the plan confirmation process.

                      About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Gets Nod to Use Cash Collateral Until Oct. 30
------------------------------------------------------------------
In separate filings, Erickson Retirement Communities LLC, on the
one hand, and Ashburn Campus LLC, Columbus Campus LP, Concord
Campus LP, Dallas Campus LP, Houston Campus LP, Kansas Campus LLC,
Littleton Campus LLC, Novi Campus LLC, and Warminster Campus LP or
the "Debtor Landowners," on the other hand, seek the Court's
permission to access their cash collateral.

                  Prepetition Debt Structure

On July 27, 2007, ERC and Erickson Construction LLC obtained a
revolving line of credit of up to $250 million from Wilmington
Trust Corporation, as successor administrative agent to PNC Bank,
National Association, and other lenders.  The Debtors used the
loan proceeds to manage and develop Continuing Care Retirement
Communities.  As of September 30, 2009, the loan balance under the
Corporate Revolver is about $195.7 million.

Securing the Corporate Revolver is a first lien on all assets of
ERC and Erickson, a pledge by Erickson Group of 100% of the
membership interests of ERC, a pledge by ERC of 100% the
membership interests of Erickson Construction, and all assets of
Concord Campus GP LLC, Dallas Campus GP LLC, Senior Campus
Services LLC and Warminster Campus GP LLC.  Concord GP, Senior
Campus Services, Warminster GP and Erickson Group guaranteed the
Debtors' prepetition revolver obligations.

The Corporate Revolver provided for a "liquidity covenant,"
whereby ERC was to maintain the greater of (i) $25 million in
excess of the highest liquidity requirement contained in any
senior loan, construction loan or financing agreement executed by
any of the Landowners in connection with the development of a
CCRC, or (ii) $100 million at all times.

In addition, ERC was issued subordinated unsecured debt in the
form of Subordinated Taxable Adjustable Mezzanine Put Securities
Series 2007 up to a maximum amount of $50 million.  The STAMPS are
subordinate to all other debts.  As of March 31, 2009, the
outstanding debt for the STAMPS is $47.5 million.

As of September 30, 2009, the Debtor Landowners also have debt
obligations pursuant to certain construction loans, community
loans and equity funding:

                                                  Total Debt
Landowner      Source                           As of 09/30/09
--------       ------                           --------------
Ashburn       *Construction Loan of             $232.6 million
                $125 mil. with Mercantile
                Safe Deposit and Trust
                Company and other lenders
                dated May 2007
              *Community Loan of $650 mil.
                from Ashby Ponds Inc.
              *Mezzanine Loan Agreement with
                Strategic Ashby Ponds Lender LLC
                for $50 million loan dated May
                2007

Columbus      *Construction Loan of $90 mil.     $88.0 million
                from Keybank NA, First Third
                Bank, and other lenders dated
                April 2008
              *Mezzanine Loan Agreement for
                $21.3 mil. with Windsor OH
                Holdings LLC dated April 2008
              *Equity funding from ERC

Concord       *Construction Loan of $70 mil.    $316.0 million
                from Mercantile-Safe and
                other lenders dated Aug. 2005
              *Community Loan with Maris Grove
                Inc. of $436.6 mil.
              *Sale/Leasebank Agreement with
                Strategic Concord Landholder
                LP for a sale of the land
                for $25 mil., which land was
                leased back to Concord.
              *Equity funding from ERC

Dallas        *Construction Loan of $70 mil.    $178.0 million
                from Bank of America, N.A
                and other lenders dated
                November 2005
              *Promissory Note for $4.4 mil.
                granted by Dallas to the
                Board of Regents of the Texas
                A&M University System
              *Community Loan for $483 mil.
                from Highland Springs Inc.
              *Sale/Leaseback Agreement with
                MSRESS III Dallas Campus LP,
                whereby MSRESS purchased the
                land for $17.5 mil. and lease
                it back to Dallas
              *Equity funding from ERC

Houston       *Construction Loan for $50 mil.   $194.2 million
                from Mercantile-Safe and other
                lenders dated September 2004
              *Community Loan for $375 mil.
                from Eagle's Trace Inc.
              *Sale Lease Back Agreement with
                HCP ER6, whereby HCP bought the
                land for $23 mil. and leased
                it back to Houston
              *Equity funding from ERC

Kansas        *Transportation Development       $154.2 million
                District Special Assessment
                Bonds, Series 2006, in the
                amount of $14.9 million
                issued by the City of
                Overland Park, Kansas
              *Construction Loan for $65 mil.
                from Mercantile-Safe and other
                Lenders dated April 2007
              *Community Loan for $318 mil.
                from Tallgrass Creek Inc.
              *Mezzanine Loan Agreement with
                MSRESS III for $25 mil. dated
                April 2007
              *Equity funding from ERC

Littleton     *Construction Loan for $83 mil.   $239.0 million
                from Capmark Financial Group
                Inc and other Lenders dated
                March 2006
              *Community Loan for $556 mil.
                from Wind Crest Inc.
              *Sale Lease Back Agreement
                with MSRESS III Denver Campus
                LLC, whereby MSRESS bought the
                land for $25 million and leased
                it back to Littleton
              *Equity funding from ERC

Novi          *Construction Loan for $46 mil.   $252.2 million
                from PNC Bank and other Lenders
                dated February 2002
              *Community Loan for $405 mil.
                from Fox Run Inc.
              *Sale Lease Back Agreement with
                HCP ER2, whereby HCP bought the
                land for $17 million and leased
                it back to Novi
              *Equity funding from ERC

Warminster    *Community Loan for $370 million  $374.8 million
                from Ann Choice's Inc.
              *Sale Lease Back Agreement with
                HCP ER3 LP, whereby HCP bought
                the land for $19.5 million and
                leased it back to Warminster
              *Equity funding from ERC

Among others, the Debtor Landowners' debt obligations are secured
by certain or all of their assets and at times, guaranteed by ERC,
Erickson Construction and other Debtors.

All of the cash and cash proceeds of the Debtors, including the
Landowners, are encumbered by security interests in favor of the
Secured Lenders and thus, constitute "cash collateral" of the
Secured Lenders as the term is defined under Section 363 of the
Bankruptcy Code.

                         Need for Cash

The Debtors assert that they need cash on hand and cash flow to
fund their operations, payroll obligations and other routine
payables.  The Debtors also relate that they need cash to fund
their Chapter 11 cases.

The Debtors further relate that they are in the process of
negotiating a postpetition financing.  They expect that financing
to be in place in two weeks' time.  Thus, they only need the use
of Cash Collateral to operate for two weeks.

In this light, the Debtors and the Landowners seek that:

  (1) They be allowed to use Cash Collateral in accordance with
      prepared budgets.

      A copy of the budget for ERC and Erickson Construction for
      the period from October 19 to 30, 2009 is available for
      free at http://bankrupt.com/misc/ERC_budgetOct19to30.pdf

      A copy of the budget for the Landowners for the period from
      October 19 to 30, 2009 is available for free at:
      http://bankrupt.com/misc/ERC_landownersbudgetOct19to30.pdf

  (2) They be allowed to entitle the Senior Secured Lenders
      adequate protection of those Lenders' interest in the Cash
      Collateral, which protection provides that:

      -- ERC will pay the Lenders an amount each month equal to
         the interest for the Corporate Revolver;

      -- ERC and the Landowners will provide the Lenders
         additional and replacement security interests and liens
         on all of their assets and properties;

      -- Subject to the Carve-Out for professionals, the Lenders
         will receive a superpriority claim pursuant to Section
         507(b) of the Bankruptcy Code to the extent of any
         diminution in the value of their interest in the Cash
         Collateral.

  (3) To the extent unencumbered funds are not available to pay
      administrative expenses, the Adequate Protection granted to
      Lenders will be subject only to the payment of the Carve-
      Out.  The Carve-Out refers to the unpaid fees of the Clerk
      of the Court and the U.S. Trustee pursuant to 28 U.S.C.
      Section 1930(a); and the aggregate accrued and unpaid fees
      and expenses payable under Sections 330 and 331 of the
      Bankruptcy Code to professionals retained by the Debtors
      or any statutory committee appointed in these cases.

  (4) Subject to the Carve-Out, any claim or lien granted by an
      Interim Order with respect to the Adequate Protection will
      not be (1) subject or junior to any lien that is avoided
      for the benefit of the Debtors' estate, or (2) subordinated
      to or made pari passu with any other lien.

The Debtors inform the Court that they have sought consent from
the Secured Lenders for the Cash Collateral use, but the Lenders
have refused their request.

Absent use of the Cash Collateral, the Debtors aver, they would be
unable to continue managing and operating the continuing care
retirement communities and might be forced to cease operations.
That scenario would leave many residents without the support
services they require, the Debtors note.

The Debtors also ask the Court to schedule a final hearing on
their request no later than 45 days after the interim orders are
issued.

             NFPs Support Cash Collateral Request

Oak Crest Village Inc., Greenspring Village Inc., Riderwood
Village Inc., Brooksby Village Inc., Seabrook Village Inc., Cedar
Crest Village Inc., Ann Choice's Inc., Maris Grove Inc., Fox Run
Inc., Wind Crest Inc., Ashby Ponds Inc., Highland Springs Inc.,
Eagle's Trace Inc., Linden Ponds Inc., Sedgebrook Inc., Monarch
Landing Inc., and Tallgrass Creek Inc., all NSC Non-for-Profit
Organizations, tell Judge Jernigan that they believe the Debtors'
cash collateral use request is in the best interest of all
parties, including the retiree residents.

The NFPs aver that the Debtors need the cash to provide the daily
services they are contractually obligated to provide, and that
those services are extremely important to the residents.

Nevertheless, the NFPs seek clarification that any order on the
cash collateral use will not adversely affect any of their rights
or the rights of the 23,000 retiree residents.

                      Revolver Lenders React

Wilmington Trust FSB, in its capacity as successor administrative
agent to PNC Bank N.A, on behalf of PNC Bank N.A., Bank of
America, M&T Bank, Sandy Springs Bank, Sovereign Bank, First
Commonwealth Bank, Hillcrest Bank, Abington Bank and Wilmington
Trust Company -- all lenders under the Debtors' Corporate Revolver
Facility -- aver that they object to the Cash Collateral Motion to
the extent that (1) it seeks to use their cash collateral beyond
an interim two-week period, and (2) it seeks to use the cash
collateral during the interim period on any terms other than those
mutually agreed by the parties.

The Revolver Lenders also say that they do not agree that the
adequate protection described in the Cash Collateral Motion is
fair, reasonable or constitutes reasonably equivalent value.

Nevertheless, the Lenders note that they understand the need for
interim relief and are thus working with ERC to agree on usage of
the cash collateral on an interim basis.

                           *     *     *

Judge Stacey Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas gave (i) Erickson Retirement
Communities LLC, on the one hand, and (ii) Debtor Landowners
Ashburn Campus LLC, Columbus Campus LP, Concord Campus LP, Dallas
Campus LP, Houston Campus LP, Kansas Campus LLC, Littleton Campus
LLC, Novi Campus LLC, and Warminster Campus LP, on the other
hand, interim permission to access the cash collateral of their
prepetition secured lenders in accordance with prepared budgets.

The Court acknowledged that the Debtors have an urgent and
immediate need for the Cash Collateral.

Specifically, in two separate orders, Judge Jernigan ruled that:

  1. ERC and Erickson Construction LLC are allowed to use Cash
     Collateral, on an interim basis, in accordance with a
     prepared budget.

  2. The Debtor Landowners are allowed to use Cash Collateral in
     accordance with the prepared budget as it applies to each
     Landowner through October 30, 2009; provided that the
     Debtors, including the Landowners, are not authorized to
     use any of the Initial Entrance Deposits of the retiree
     residents or related proceeds during the Cash Collateral
     Period.  Moreover, expenditures set forth in the Budget
     include only expenditures in the ordinary course of the
     business operations and do not include any professional
     fees.

A copy of the prepared Budgets for ERC and the Debtor Landowners
for the period from October 19 to 30, 2009, is available for free
at http://bankrupt.com/misc/ERC_CashCollBudget_ERCnLandowners.pdf

The Prepetition Secured Lenders of the Debtors are entitled to
the proposed adequate protection of their interest in the Cash
Collateral and are granted other security under the Credit
Agreements, the Court opined.

In this light, the Court held, the automatic stay under Section
362 of the Bankruptcy Code is modified as necessary to effectuate
the terms and provisions of the ERC and Landowners Interim Cash
Collateral Orders.

The Landowners are also directed to provide the Secured Lenders:

  (i) by 5:00 p.m., on October 27, 2009, with an accounting of
      all IEDs received and not remitted to the applicable
      Secured Lender since September 1, 2009;

(ii) during the Cash Collateral Period, financial information
      as the Secured Lenders may reasonably request, including:

      -- receipts and disbursements;

      -- cash balances maintained by each Landowner and each NFP
         as of October 16, 2009;

      -- a schedule of each Landowner's accounts payable;

      -- a schedule of each Landowner's IED refund obligations
         outstanding as of the Petition Date; and

      -- a schedule of Net Rents paid to each Landowner since
         October 1, 2009, and those projected to be paid to the
         Landowners during the Cash Collateral Period.

Any objection to the Cash Collateral Motions to the extent not
withdrawn, waived or settled are overruled, Judge Jernigan held.

The Court also clarified that the Landowner Interim Cash
Collateral Order will not prejudice or affect in any manner the
rights of any party against Ann's Choice, Inc., Ashby Ponds,
Inc., Eagle's Trace, Inc., Fox Run Village, Inc., Hickory Chase,
Inc., Highland Springs, Inc., Linden Ponds, Inc., Maris Grove,
Inc., Monarch Landing, Inc., Sedgebrook, Inc, Tallgrass Creek,
Inc. or Wind Crest Inc. or collectively referred to as the "Not-
For-Profit Organizations" on account of the use of the Senior
Secured Lenders' collateral or any other legal or contractual
rights, claims or remedies that any party may have against the
NFPs in law or in equity.

The Court's interim ruling also reflects that the Senior Secured
Lenders do not consent to the use of their collateral by the
NFPs, and are not deemed to have consented to the use of their
collateral by the NFPs on account of any consent to entry of this
Order.  The Court acknowledges that the Senior Secured Lenders'
consent to the Interim Order is conditioned on the representation
by the NFPs that the NFPs will comply with the terms of their
contractual agreements with the Debtors and the Senior Secured
Lenders during the Cash Collateral Period.  "To the extent the
NFPs fail to comply with the terms of their contractual
agreements with the Debtors and the Senior Secured Lenders during
the Cash Collateral Period, the authorization of the Debtors' use
of Cash Collateral shall automatically terminate," Judge Jernigan
made clear.

Also, nothing in the Interim Cash Collateral Orders limit,
reduce, impair or alter any of the rights or claims of the NFPs,
their communities, or the residents of those communities against
or with respect to the Debtors, the Debtors' property, the
Debtors' lenders or the lenders' collateral, the Court clarified.

A further interim hearing for the cash collateral use request has
been scheduled for October 29, 2009, at 9:30 a.m.

                      About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Proposes Guy Sansone as CRO
------------------------------------------------
Erickson Retirement Communities LLC and its units seek the Court's
authority to:

  (i) employ Alvarez & Marsal Healthcare Industry, LLC, as their
      crisis managers; and

(ii) designate Guy Sansone as chief restructuring officer and
      Paul Rundell as executive vice president of restructuring,
      nunc pro tunc to the Petition Date.

As members of the Debtors' senior management, Mr. Sansone, with
the assistance of Mr. Rundell and additional Alvarez & Marsal
personnel, will provide these services to the Debtors:

  (A) Develop for the Board's review possible restructuring
      plans or strategic alternatives for maximizing the
      enterprise value of the Debtors' various under development
      and open retirement communities and develop a sustainable
      capital structure for the Debtors;

  (B) Serve as the principal contact with the Debtors' creditors
      and consultants with respect to the Debtors' financial and
      operational matters;

  (C) Manage the Debtors' liquidity, cash flows, modeling,
      budgets and financial planning;

  (D) Oversee bankruptcy administrative activities including
      statement and schedules and monthly operating reports; and

  (E) Perform other services as requested or directed by the
      Board and CEO and agreed to by that officer.

The Debtors will pay Alvarez & Marsal $65,000 per every 20 hours
of services rendered by Mr. Sansone as the CRO.  The Debtors will
pay Mr. Rundell and the Additional Personnel according to these
customary hourly rates:

      Title                              Rate per Hour
      -----                              -------------
      Ex. Vice Pres for Restructuring     $600
      Managing Directors                  $600 to $700
      Senior Directors                    $475 to $550
      Directors                           $400 to $500
      Associates                          $325 to $400
      Analysts                            $200 to $275

The Debtors will also reimburse Alvarez & Marsal for reasonable
expenses the firm incurred or will incur.

Aside from the hourly payment, the Debtors seek to entitle
Alvarez & Marsal to an incentive compensation of:

  (a) $350,000 with respect to each Landowner upon:

        (i) the earlier of (x) the consummation of any out-of-
            court Restructuring Transaction or pre-arranged
            Chapter 11 Restructuring Transaction, or (y) the
            effective date of a confirmed plan of reorganization
            under Chapter 11, which constitutes a Restructuring
            Transaction; and

       (ii) the close of any Sale Transaction.

  (b) $100,000 for each Amendment Transaction, provided that:

        (i) if multiple Amendment Transactions are consummated
            contemporaneously with multiple lenders, then the
            maximum aggregate fee for those contemporaneous
            Amendment Transactions will be $500,000; and

       (ii) if multiple Amendment Transactions are consummated
            contemporaneously with multiple lenders, then the
            maximum aggregate fee for those Amendment
            Transactions will be $1,000,000.

However, the aggregate incentive fees to be earned by Alvarez &
Marsal may not exceed $2,500,000.

Alvarez & Marsal will be required to submit quarterly reports of
fees paid.

In connection with Alvarez & Marsal's retention as restructuring
consultants in the period leading up to the Petition Date, the
Debtors paid the firm a retainer of $350,000. In addition, the
Debtors paid $4,063,556 to Alvarez & Marsal prior to the Petition
Date for monthly prepetition fees and expenses, excluding the
retainer.

As of the Petition Date, Alvarez & Marsal continued to hold the
$350,000 retainer, and intends to apply that retainer against the
final fees and expenses subject to allowance by the Court.

Mr. Rundell, managing director at Alvarez & Marsal, filed with
the Court a list of parties that are represented by his firm in
matters unrelated to the Debtors' Chapter 11 cases.  The List of
Alvarez & Marsal's current clients is available for free at:

      http://bankrupt.com/misc/ERC_A&MClientsList.pdf

Mr. Rundell also disclosed that a managing direct of Alvarez &
Marsal serves on the Board of Directors of Maxim Healthcare and
Alvarez & Marsal also provides certain advisory services to Maxim
Healthcare.  He notes that Maxim Healthcare's affiliate is a
potential bidder for the Debtors' assets.  He maintained though
that Maxim Healthcare has no connection to the Debtors other than
the affiliated entity that may seek to purchase some of the
Debtors' assets.  Against this backdrop, Mr. Rundell assures the
Court that Alvarez & Marsal does not hold or represent an
interest adverse to the Debtors and is a "disinterested person"
as the term is defined under Section 101(14) of the Bankruptcy
Code.

                      About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Proposes to Escrow Initial Entrance Deposits
-----------------------------------------------------------------
Erickson Retirement Communities LLC and its affiliates' business
model is to develop continuing care retirement communities in
phases over a seven to ten year period and sell individual CCRCs
once completed to an independent not-for-profit company, which
contracts with the Debtors to manage the campus.  Each of the
Debtors' completed communities, except for Charlestown, Inc., and
Henry Ford Village, Inc., which are non-debtor affiliates of the
Debtors, are operated by a supported NFP organization of National
Senior Campuses, Inc.  Each NFP is classified as a Section
501(c)(3) of the Internal Revenue Code organization based on its
mission for the management of the communities.

Pursuant to a Community Loan Agreement between Debtors Ashburn
Campus, LLC; Columbus Campus, LP; Concord Campus, LP; Dallas
Campus, LP; Houston Campus, LP; Kansas Campus, LLC; Littleton
Campus, LLC; Novi Campus, LLC' and Warminster Campus, LP3, as
landowners, and each NFP, the NFP loans to the Debtor Landowners
all initial entrance deposits collected from the residents.

The NFP enters into a residence and care agreement with each
individual resident entering a CCRC, whereby the NFP collects
entrance deposits and monthly fees from each resident.  Pursuant
to the Residence and Care Agreement, each resident places an
entrance deposit on a unit when they move in.  The ED is initially
held in escrow until the resident takes occupancy.  Once released
from escrow, if the ED is an Initial Entrance Deposit, the Initial
Entrance Deposit is transferred to the Debtors' accounts pursuant
to the Community Loans.

When a resident moves out or passes away, if the new ED by a
subsequent resident for that unit is the same or greater than the
ED price paid by the departing resident, then the departing
resident's ED will be 100% refunded.  In the case of the new ED
being less than the departing resident's ED, the departing
resident will receive the lesser amount and must consent to sell
the unit at a lower price.  The Debtors disclose that every
departing resident of a community has received 100% of their
deposit back.

The Initial Entrance Deposits range from $100,000 to $600,000
depending on the type of unit the resident selects.  The Debtor
Landowners collected $375,661,590 in Initial Entrance Deposits in
2008 and collected $381,025,637 in Initial Entrance Deposits in
2007.

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
relates that to fund the working capital deficits of the NFPs, the
Debtor Landowners provide a working capital loan to the NFPs. To
secure their obligations under the Working Capital Loan, the NFPs
grant the Debtor Landowners a security interest in all assets of
that NFP, including the Residence and Care Agreements and the
Initial Entrance Deposits.  The Initial Entrance Deposits are
transferred from the Debtor Landowners' collateral accounts to pay
down principal and interest on the Construction Loans.

By this motion, the Debtors seek the Court's authority to escrow
all Initial Entrance Deposits collected postpetition to provide
assurance to new residents that the Debtor Landowners' Chapter 11
cases will not affect the residents' rights to a refund.  The
Debtor Landowners propose to escrow the Initial Escrow Deposits
pending confirmation of a plan of reorganization in the Debtors'
Chapter 11 cases.

Mr. Slusher points out that a resident's willingness to pay the
IED to the NFP rests upon that resident's conviction that the
Debtor Landowners bankruptcy will not negatively affect the
refundability of the Initial Entrance Deposits.  "Any negative
publicity suggesting that a community is in bankruptcy will deter
prospective residents from entering into the new Residence and
Care Agreements, which are the precursors to the Debtors
Landowners' receipt of future Initial Entrance Deposits," he
asserts.

The Initial Entrance Deposits required under the Residence and
Care Agreements and loaned to the Debtor Landowners are the
lifeblood of the Debtor Landowners' operations, Mr. Slusher
argues.  The Initial Entrance Deposits account for a significant
portion of the Debtor Landowners' annual operating budget and the
collection of these amounts is critical to the Debtors' ability to
reorganize, he insists.  "Granting the Motion to Escrow keeps the
status quo pending a resolution of the Debtors' Chapter 11 cases,"
he maintains.

                      About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Sec. 341 Meeting Scheduled for November 30
---------------------------------------------------------------
The United States Trustee for Region 6 will convene a meeting of
the creditors of Erickson Retirement Communities, LLC, and its
debtor affiliates on November 30, 2009, at 2:00 p.m. Central Time
at Rm. 752 at 1100 Commerce Street, in Dallas, Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' bankruptcy cases.

Attendance by the Debtors' creditors at the meeting is welcome
but not required.  The Sec. 341 meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about their financial affairs and operations that would be
of interest to the general body of creditors.

                      About Erickson Retirement

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

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

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

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


EVANS INDUSTRIES: AFG Loses Bid to Amend A&R Malpractice Suit
-------------------------------------------------------------
Law360 reports that a magistrate judge has found that Asset
Funding Group LLC missed a deadline to tack on an allegation
related to environmental damages in its suit against Adams & Reese
LLP over the law firm's alleged conflict of interest representing
the company during the 2005 bankruptcy and asset sale of Evans
Industries LLC.

Headquartered in Harvey, Louisiana, Evans Industries, Inc. --
http://www.evansindustriesinc.com/-- manufactures and distributes
steel drums.  The Company filed for Chapter 11 protection on April
25, 2006 (Bankr. E.D. La. Case No. 06-10370).  Eric J. Derbes,
Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law Firm, LLC,
represent the Debtor.  C. Davin Boldissar, Esq., at Locke Liddell
& Sapp, LLP, represents the Official Committee of Unsecured
Creditors.  In its petition, Evans estimated having assets below
$1 million and debts between $10 million and $50 million.


EXTENDED STAY: Examiner Proposes Preliminary Work Plan
------------------------------------------------------
Ralph Mabey, the Court-appointed examiner in the Debtors' Chapter
11 cases, asks Judge Peck to approve his preliminary work plan
and budget in connection with his investigation into what caused
the Debtors' bankruptcy.

Mr. Mabey's 15-page Work Plan provides an overview on how he will
conduct his investigation and identifies the subject of the
investigation.

The Work Plan consists of five phases.  The first stage includes
conducting initial interviews and project evaluation, and
contacting people who can direct the examiner to particular
documents and sources to expedite the preparation of the Work
Plan.  At this stage, the examiner will focus on understanding
the information required to complete the investigation, among
other things.

The next phase is obtaining more documents from the Debtors'
incumbent and former officers, directors, employees and other
concerned individuals.  This will be followed by further
interviews and depositions by the examiner and his counsel of
witnesses.  The depositions will be held a month after production
of documents is completed.

The fourth stage is the preparation and submission of the
examiner report.  The Work Plan proposes February 12, 2010, as
the deadline for Mr. Mabey to submit his report.

The last phase involves post-examination report administrative
matters.  After Mr. Mabey submits his report, he may conduct
limited motion practice to obtain direction from the Court
regarding the handling of documents and materials obtained during
the investigation, file his fee application and those of his
professionals, and handle any other matter that requires
his attention in connection with the examiner report.

A full-text copy of the Examiner Work Plan is available without
charge at http://bankrupt.com/misc/ESI_WorkPlanExaminer.pdf

Mr. Mabey estimates that the four-month investigation may cost
between $3.9 million to $4.85 million.  The estimated total fees
of the examiner will be about $262,500 to $437,500, while those
of his legal counsel, Stutman Treister & Glatt Professional
Corporation, will be about $1,728,000 to $2,118,800.

The Court will hold a hearing on November 12, 2009, to consider
approval of the Work Plan.  Creditors and other concerned parties
have until November 6 to file their objections.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Gets Shorter Plan Extension Until Feb. 1
-------------------------------------------------------
Judge Peck of the U.S. Bankruptcy Court for the Southern District
of New York extends the exclusive time for Extended Stay Inc. and
its affiliated debtors to file a Chapter 11 plan through
February 1, 2010, and the exclusive time for the Debtors to
solicit votes for that plan through April 1, 2010.

The Debtors previously sought an extension of the Exclusive Plan
Filing Deadline through April 13, 2010, and an extension of the
Exclusive Solicitation Period through June 11, 2010.  The
Debtors' original proposal, however, drew flak from U.S. Bank
National Association, which said that the six-month extension
request is excessive.  Following negotiations with the Official
Committee of Unsecured Creditors and TriMont Real Estate Advisors
Inc., special servicer of the Debtors' $4.1 billion mortgage
loan, the Debtors agreed to reduce the extension request to four
months.


EXTENDED STAY: Lease Decision Extension Extended Until Jan. 11
--------------------------------------------------------------
The Bankruptcy Court extended the deadline for Extended Stay Inc.
and its affiliated debtors to either assume or reject their
unexpired leases through January 11, 2010.

A list of companies the Debtors have unexpired leases with is
available for free at http://bankrupt.com/misc/ESI_leases.pdf

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Proposes to Use Cash Collateral to Pay Incentives
----------------------------------------------------------------
Prior to the Petition Date, HVM LLC, which manages the business
of Extended Stay Inc. and its affiliated debtors, entered into
letter agreements with many of its key employees.  Pursuant to
the Agreements, each employee is entitled to a cash bonus equal
to the specified amount stated in his agreement with HVM.

As of June 15, 2009, about $4.4 million is owed to 59 key
employees, the payment of which was due on September 30, 2009.
These employees include five senior executives, the chief
operating officer and three members of senior management, 40
regional directors of operations, and 14 field supervisors and
other executives.  A list of the Employees is available without
charge at http://bankrupt.com/misc/ESI_Incentive59Employees.pdf

While the Employment Agreements were reached months before the
Debtors' bankruptcy filing, those Agreements were inked in
contemplation of the Debtors' financial restructuring and in
order to provide stability to their operations during an
uncertain period, according to the Debtors' attorney, Jacqueline
Marcus, Esq., at Weil Gotshal & Manges LLP, in New York.

"The remaining payments due to each critical employee pursuant to
the letter agreements are contractual obligations of HVM to a
select group of key employees dedicated to the successful
operations of the Debtors' hotels who have the knowledge crucial
to the efficient administration of the business," Ms. Marcus
says.

After the Chapter 11 cases were filed, providing certainty and
security to the key employees and stability to the Debtors'
operations became more important.  The Debtors thus negotiated
with TriMont Real Estate Advisors Inc., special servicer of their
$4.1 billion mortgage loan, about using the cash earmarked as
collateral for the loan to make the $4.4 million employee
payments.

At the time the Cash Collateral Order was issued, the Debtors
were not able to reach an agreement with TriMont, thus, approval
of the remaining payments was deferred.  Since then, the Debtors
and TriMont have engaged in talks about the implementation of an
incentive plan for the current and future key employees of HVM,
and the use of the Debtors' cash collateral to fund that
Incentive Program.

                     HVM Incentive Plan

The Debtors and TriMont came up with these salient terms for the
Incentive Program:

  (1) The Debtors propose to use cash collateral to reimburse
      HVM for payment to each key employee in an amount equal to
      the percentage of the remaining payment due to that
      employee depending on his title:

      * Regional Directors -- 75% of the remaining payment.

      * Non-Senior Management members (EVP of Sales, EVP of
        Operations and 7 other executives) -- 60% of the
        remaining payment.

      * Senior Management members (EVP of Finance & CIO, EVP &
        General Counsel, EVP- Finance and Accounting, and Chief
        Operating Officer), excluding the President and CEO --
        50% of the remaining payment.

      * President/CEO -- 40.5% of the remaining payment.

      The first incentive payments aggregate about $2.4 million.

  (2) The Debtors propose to use cash collateral to reimburse
      HVM for a second payment to each key employee on the
      effective date of a plan of reorganization in an amount
      equal to the percentage of the remaining payment due to
      that employee, depending on his title:

      * Regional Directors -- 61.875% of the remaining
        payment.

      * Non-Senior Management members (EVP of Sales, EVP of
        Operations and 7 other executives) -- 74.25% of the
        remaining payment.

      * Senior Management members (EVP of Finance & CIO, EVP &
        General Counsel, EVP-Finance and Accounting, and Chief
        Operating Officer, excluding the President and CEO) --
        68.475% of the remaining payment.

      * President/CEO -- 75% of the remaining payment.

      The second incentive payments aggregate about
      $3.1 million.

  (3) The second payment is subject to (i) all of the terms of
      the letter agreements, and (ii) the key employee remaining
      to be affiliated with HVM and the Debtors continuously
      from the date of the first payment to the second payment
      unless involuntarily terminated without cause.

  (4) The Debtors will pay the second payment ratably over the
      next 12 months into an escrow account to be established
      for the benefit of the key employees, provided that if the
      second payment date occurs before the escrow account is
      fully funded, the employees have the right to assert an
      administrative expense claim for the amount of any
      deficiency.

  (5) The Debtors propose to use cash collateral to reimburse
      HVM for a payment to each key employee on the second
      payment date, an additional payment upon achievement of
      certain conditions relative to the incentive amount, which
      is comprised of two separate performance targets operating
      independently of one another.

      The additional amount will be equal to the percentage of
      the incentive amount depending on the employee's title:

      * Regional Directors -- up to 67.5% of the incentive
        amount, payable at HVM's discretion, based on the
        incentive amount, measured for the hotels that each
        regional director manages.

      * Non-Senior Executives -- 67.5% of the incentive amount.

      * Senior Management, excluding the President and CEO --
        135% of the incentive amount.

      * President/CEO -- 182.25% of the incentive amount.

      The incentive amount will be determined in accordance with
      the:

       * Revenue Incentive, which is an amount equal to (i) 30%
         of the remaining payment if the Debtors' RevPAR Index
         Percentage Change performance over the trailing 12
         months before the emergence relative to its peer group
         has not fallen by more than 2%, (ii) for each
         percentage increase in the RevPAR index up to and
         including 5%, an incremental 4% of the remaining
         payment, and (iii) for each percentage increase in the
         RevPAR index above 5%, an incremental 8% of the
         remaining payment; and

       * Controllable Expense Incentive, which is an amount
         equal to (i) 30% of the remaining payment if the
         Debtors' Controllable Cost Per Occupied Room over the
         trailing 12 months before the emergence has not
         increased by more than 2%, (ii) 50% of the remaining
         payment if the CCPOR decreases between 0% and 5%, and
         (iii) for each percentage decrease in the CCPOR below
         5%, will increase by 8% of the remaining payment.

      If the Debtors perform well enough with respect to both
      measures so that the key employees earn 60% of the
      potential incentive amount, then the aggregate additional
      payments would be approximately $3.2 million.

  (6) The Debtors propose to set aside $300,000 of the cash
      collateral to be paid by HVM, in HVM's sole discretion, to
      any existing or future employee who is not currently a
      party to a letter agreement.  If any key employee fails to
      qualify for his or her payments, those payments will
      increase the amount and be used to provide payments to any
      replacement employees HVM may deem necessary.

The Incentive Program is designed to honor the commitments made
to the key employees prior to the bankruptcy filing, and motivate
them to continue providing services to the Debtors, according to
Ms. Marcus.  She adds that the use of cash collateral to fund the
Incentive Program is critical to the Debtors' preservation of
their market position and their ability to continue to provide
the same quality of service to their customer.

Accordingly, the Debtors seek approval from the U.S. Bankruptcy
Court for the Southern District of New York to use their cash
collateral to fund the Incentive Program.

The Court will hold a hearing on October 28, 2009, to consider
approval of the Debtors' request.  Creditors and other concerned
parties have until October 23 to file their objections.

                     U.S. Trustee Objects

Attorney for Diana Adams, the U.S. Trustee for Region 2, asks the
Court to deny the Debtors' request, arguing that they did not
comply with Section 503(c)(1) of the Bankruptcy Code.

In court papers, Paul Schwartzberg, Esq., representing the U.S.
Trustee, points out that HVM is an affiliate of the Debtors and
thus, its insiders are insiders of the Debtors.  "Because the
Debtors seek to make payments to insiders merely to induce them
to continue to work with [their] businesses, the Debtors must
comply with Section 503(c)(1)," Mr. Schwartzberg says, adding
that the payments proposed by the Debtors are for retentive
purposes.

Section 503(c)(1) strictly limits the payment of retention
bonuses to insiders of a debtor.  Specifically, under Section
503(c)(1), a retention-type obligation incurred for the benefit
of an insider is not allowed or should not be paid absent
findings by the court that the individual has a job offer at the
same or greater rate of compensation, the services provided by
the individual are essential to the survival of the business, and
the payments meet a strict monetary test.

                        About Extended Stay

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

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

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

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


EXTERRA ENERGY: Posts $251,732 Net Loss in Quarter Ended August 31
------------------------------------------------------------------
Exterra Energy Inc. reported a net loss of $251,732 on oil and gas
sales of $72,392 for the three months ended August 31, 2009,
compared with a net loss of $480,018 on oil and gas sales of
$193,246 in the comparable period last year.

The Company said that decrease in net loss is primarily
attributable to the decrease in general and administrative
expenses.  General and administrative expenses for the three
months ended August 31, 2009, and 2008, were $248,550 and
$484,247, respectively.

At August 31, 2009, the Company's balance sheet showed total
assets of $2,446,408, total liabilities of $2,411,162 and total
stockholders' equity of $35,246.

The Company's balance sheet at August 31, 2009, also showed
strained liquidity with $52,523 in total current assets available
to pay $2,286,466 in total current liabilities.

As of August 31, 2009, Exterra had cash of $2,098 and negative
working capital of $2,233,943.  This compares to cash of $7,505
and negative working capital of $2,051,932 as of the year ended
May 31, 2009.

Total debt was $1,079,625 at August 31, 2009, compared with
$1,059,625 at May 31, 2009.

Full-text copies of the Company's financial statements are
available at no charge at http://researcharchives.com/t/s?4753

                       Going Concern Doubt

As reported in the Troubled Company Reporter on October 19, 2009,
Malone & Bailey PC, in Houston, Texas, expressed substantial doubt
about Exterra Energy, Inc.'s ability to continue as a going
concern after auditing the Company's financial statements as of
and for the years ended May 31, 2009, and 2008.  The auditing firm
cited that the Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and has
defaulted on certain outstanding notes payable.

Based in Amarillo, Texas, Exterra Energy Inc. was incorporated on
February 3, 2006, in the State of Nevada as Green Gold Inc.  The
Company was engaged in the exploration for jade.  Initial efforts
focused on the Green Gold Jade Property in British Columbia,
Canada.

The Company's business direction was changed in 2006 in order to
capitalize on the increasing availability of opportunistic
acquisitions in the energy sector.  In December 2006, the Company
acquired interests in four oil and gas assets, the Burnett,
Wuckowitsch and the University Lands leases, as well as a 9%
Working Interest in the Henry Dome prospect, all located in Texas,
USA.  In December 2007, the Company sold the Burnett and
Wuckowitsch leases.

In July 2007, the Company changed its name to Exterra Energy, Inc.


FAIRCHILD SEMICONDUCTOR: S&P Affirms 'BB-' Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
South Portland, Maine-based Fairchild Semiconductor International
Inc. to stable from negative.  S&P also affirmed the 'BB-'
corporate credit rating on the company.

"Along with the semiconductor industry, in the December 2008 and
March 2009 quarters, Fairchild experienced substantial revenue
declines, reflecting lower market demand and inventory
destocking," said Standard & Poor's credit analyst Lucy Patricola.
As of June of 2009, while revenues continued to decline compared
to the year-earlier period, revenues began to expand sequentially,
up 25% in June and 19% in the September quarter.  "In its opinion,
revenue expansion is likely to taper off as the industry's
distribution channels replenish depleted stocks," added Ms.
Patricola, "but S&P believes that there is likely be a tepid
revenue recovery into the first half of 2010."


FAIRPOINT COMMS: Bank Debt Trades at 19% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 80.89 cents-on-the-dollar during the week ended Friday, Oct.
23, 2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.42 percentage points from the previous week, The Journal
relates.  The loan matures on March 31, 2015.  The Company pays
275 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's Caa2 rating while Standard & Poor's has
assigned a default rating on the bank debt.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 23, among the
164 loans with five or more bids.

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.


FILENE'S BASEMENT: Launching Over $1 Million Ad Campaign
--------------------------------------------------------
Jenn Abelson at The Boston Globe reports that Filene's Basement is
launching its biggest advertising campaign in a decade to
celebrate its 100th anniversary.  The Boston Globe that the over
$1 million ad campaign includes commercials on "Good Morning
America", the "Today" show, and the "Early Show" during this
week's launch and during the week of Thanksgiving.

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

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

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

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


FINLAY ENTERPRISES: Court Sets December 1 as Claims Bar Date
------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York has set Dec. 1, 2009, at 5:00 p.m.
(prevailing Eastern Time) as the deadline for each person or
entity to file proofs of claim against Finlay Enterprises, Inc.
and its debtor-affiliates.

The Court also set Feb. 1, 2010, at 5:00 p.m. (prevailing Eastern
Time) as the deadline for governmental units to file proofs of
claim against the Debtors.

For more information on filing proofs of claim, contact:

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

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

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

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

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


FINOVA GROUP: 3rd Circ. Rejects Equity Holders' Appeal
------------------------------------------------------
Law360 reports that a federal appeals court has affirmed a lower
court's decision to allow the Finova Group to not hand over more
than $81 million to equity security holders in its bankruptcy,
letting the consumer finance company use the money to pay off
creditors instead.

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.

The Company and its debtor-affiliates and subsidiaries filed for
Chapter 11 protection on March 7, 2001 (Bankr. Del. 01-00697).
Pachulski, Stang, Ziehl, Young & Jones P.C. and Wachtell, Lipton,
Rosen & Katz represent the Official Committee of Unsecured
Creditors.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger, P.A., represents the Debtors.  FINOVA has since emerged
from Chapter 11 bankruptcy.  Financial giants Berkshire Hathaway
and Leucadia National Corporation (together doing business as
Berkadia) own FINOVA through the almost $6 billion lent to the
commercial finance company.  Finova is winding up its affairs.


FIRST DUPAGE BANK: First Midwest Bank Assumes All Deposits
----------------------------------------------------------
First Dupage Bank, Westmont, Illinois, was closed October 23 by
the Illinois Department of Financial & Professional Regulation -
Division of Banking, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with First
Midwest Bank, Itasca, Illinois, to assume all of the deposits of
First Dupage Bank.

The sole branch of First Dupage Bank will reopen as a branch of
First Midwest Bank.  Depositors of First Dupage Bank will
automatically become depositors of First Midwest Bank.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branches until First Midwest Bank can fully
integrate the deposit records of First Dupage Bank.

This evening and over the weekend, depositors of First Dupage Bank
can access their money by writing checks or using ATM or debit
cards. Checks drawn on the bank will continue to be processed.
Loan customers should continue to make their payments as usual.

As of July 31, 2009, First Dupage Bank had total assets of $279
million and total deposits of approximately $254 million. First
Midwest Bank will pay the FDIC a premium of 0.75 percent to assume
all of the deposits of First Dupage Bank. In addition to assuming
all of the deposits of the failed bank, First Midwest Bank agreed
to purchase essentially all of the assets.

The FDIC and First Midwest Bank entered into a loss-share
transaction on approximately $247 million of First Dupage Bank's
assets. First Midwest Bank will share in the losses on the asset
pools covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-450-5417.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/firstdupage.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $59 million. First Midwest Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. First Dupage Bank is the 106th FDIC-
insured institution to fail in the Nation this year, and the
seventeenth in Illinois. The last FDIC-insured institution closed
in the state was Corus Bank, Chicago, on September 11, 2009.


FLAGSHIP NATIONAL BANK: 1st Federal Bank of Fla. Assumes Deposits
-----------------------------------------------------------------
Flagship National Bank, Bradenton, Florida, was closed October 23
by the Office of the Comptroller of the Currency, which appointed
the Federal Deposit Insurance Corporation (FDIC) as receiver. To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with First Federal Bank of Florida, Lake
City, Florida, to assume all of the deposits of Flagship National
Bank.

The four branches of Flagship National Bank will reopen on Monday
as branches of First Federal Bank of Florida. Depositors of
Flagship National Bank will automatically become depositors of
First Federal Bank of Florida. Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage. Customers should continue to use their existing branch
until they receive notice from First Federal Bank of Florida that
it has completed systems changes to allow other First Federal Bank
of Florida branches to process their accounts as well.

This evening and over the weekend, depositors of Flagship National
Bank can access their money by writing checks or using ATM or
debit cards. Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of August 31, 2009, Flagship National Bank had total assets of
$190 million and total deposits of approximately $175 million.
First Federal Bank of Florida did not pay the FDIC a premium for
the deposits of Flagship National Bank. In addition to assuming
all of the deposits of the failed bank, First Federal Bank of
Florida agreed to purchase essentially all of the assets.

The FDIC and First Federal Bank of Florida entered into a loss-
share transaction on approximately $130 million of Flagship
National Bank's assets. First Federal Bank of Florida will share
in the losses on the asset pools covered under the loss-share
agreement. The loss-share arrangement is projected to maximize
returns on the assets covered by keeping them in the private
sector. The agreement also is expected to minimize disruptions for
loan customers. For more information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-355-0650.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/flagship.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $59 million. First Federal Bank of Florida's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to alternatives. Flagship National
Bank is the 103rd FDIC-insured institution to fail in the Nation
this year, and the ninth in Florida. The last FDIC-insured
institution closed in the state was Hillcrest Bank Florida,
Naples, which also closed October 23.


FLATOUT TRUCKING LTD: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Flatout Trucking, Ltd.
        1878 Frenchtown Center Drive
        Monroe, MI 48162

Bankruptcy Case No.: 09-72493

Chapter 11 Petition Date: October 21, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero.Detroit

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

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

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

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

The petition was signed by Anthony St. Bernard, principal of the
Company.


FLEXTRONICS INT'L: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Flextronics
International Ltd. is a borrower traded in the secondary market at
94.00 cents-on-the-dollar during the week ended Friday, Oct. 23,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.65 percentage points from the previous week, The Journal
relates.  The loan matures on Oct. 1, 2012.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba1 rating and Standard & Poor's BB+ rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Oct. 23, among the 164 loans with five or more bids.

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX; Singapore Reg. No. 199002645H) --
http://www.flextronics.com/-- is an Electronics Manufacturing
Services provider focused on delivering design, engineering and
manufacturing services to automotive, computing, consumer digital,
industrial, infrastructure, medical and mobile OEMs.  Flextronics
helps customers design, build, ship, and service electronics
products through a network of facilities in over 30 countries on
four continents.


FORUM HEALTH: Ex-CEO Declines Consultant Post
---------------------------------------------
Tribune Chronicle reports that Former Forum Health CEO Walter
Pishkur said that he won't accept the offer to act as a consultant
for the Company.  Tribune Chronicle quoted Mr. Pishkur as saying,
"It's become apparent in the weeks since this offer was made that
I would not be in a position to ensure the plans formulated for
Forum Health's recovery during my tenure as CEO would continue to
be followed.  This is not what I signed on for, and I can't be
part of such a system."  Tribune Chronicle relates that the
$9,000-per-week offer angered labor unions who had sought for Mr.
Pishkur's ouster.  William K. Alcorn at The Vindicator states that
52 people are losing their jobs, "22 of which are direct care
positions".

The Bankruptcy Court is scheduled to convene a hearing October 27
to consider proposals by Forum Health to bring back former CEO
Walter Pishkur as consultant and ink a deal with FTI Consulting to
provide an interim CEO.

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

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

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

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

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

                        About Forum Health

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

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


FONTAINEBLEAU LV: Jeffrey Truitt Named Chapter 11 Examiner
----------------------------------------------------------
Based on the order entered sua sponte by Judge A. Jay Cristol
of the United States Bankruptcy Court for the Southern District
of Florida on October 2, 2009, requiring parties to show cause
why an examiner should not be appointed to examine, negotiate and
supervise a Section 363 sale of assets by the Debtors
Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, and Fontainebleau Las Vegas Capital Corp.; and having
considered the arguments raised by parties-in-interest, including
the Term Lenders whose position the Court has afforded
substantial weight, including their express willingness to allow
the use of their cash collateral to pay the Examiner's fees and
costs, and the costs of Examiner's professionals, the Court finds
and concludes that appointment of an Examiner to expedite the
sale process and avoid any conflict or appearance of conflict of
interest, is in the best interests of the estate and its
creditors.

Counsel for the Debtors and counsel for the Term Lenders each
submitted proposed orders, and the Court considered these,
together with the comments submitted by other interested parties,
including certain statutory lien holders and Bank of America NA.

On October 14, 2009, the Court signed an order appointing an
examiner.  The order was drafted by the Court after consideration
of all of the submissions.  Under the Order and pursuant to
Section 1104(c)of the Bankruptcy Code, the Court has directed the
United States Trustee to appoint a Chapter 11 Examiner.

Accordingly, on October 16, 2009, the United States Trustee
informed the Court that it has appointed Jeffrey R. Truitt of
XRoads Solutions Group as the Debtors' Chapter 11 examiner.

According to XRoads Solutions, Mr. Truitt has over 20 years of
experience dealing with complex business and financial matters
and has served as an adviser to a myriad of companies, secured
creditors and unsecured creditors in connection with out-of-court
financial restructurings, operational turnarounds, and Chapter 11
reorganizations.  Mr. Truitt also has significant advisory
experience with respect to acquisitions, dispositions and debt
refinancing involving financially distressed companies.  He has
provided expert witness testimony with respect to a variety of
issues including plan of reorganization feasibility, key employee
retention plans, cash collateral, DIP financing, liquidation
analyses and Section 363 asset sales.  Mr. Truitt's industry
experience includes gaming/hospitality, filmed entertainment,
manufacturing, broadcasting, retail, restaurant/food service, air
cargo, and financial services.

Judge Cristol directed the Examiner not to "reinvent the wheel."
In addition to his duties specified in Section 1106(b), the
Examiner's powers, other duties and functions are:

  (a) The Examiner will supervise the negotiation of any sale or
      contract for a "stalking horse" bid and the sale of the
      Assets, including the formulation and implementation of
      any sale procedures that are approved by order of the
      Court.  With respect to the sale process, the Debtors and
      their professionals, including attorneys, will report to
      the Examiner and will assist the Examiner in the
      performance of his functions.  Clearly, counsel for the
      Debtors may have a conflict of interest if trying to
      represent the Debtors and the Examiner; therefore, it will
      probably be necessary for the Examiner to engage
      independent counsel;

  (b) The Examiner will supervise the "Data Room" which,
      according to the Debtors, has already been created and
      contains materials to be made available to potential
      bidders as may be provided in the Sale Procedures.  The
      Examiner will confirm that the Data Room includes
      documents, materials and information provided by the
      Debtors to Penn National Gaming, Inc. or to any other
      bidder, and will supplement the Data Room with other
      available materials as the Examiner will deem advisable.
      For avoidance of doubt, nothing in the Order will limit
      the Debtors' access to the Data Room to the extent the
      access is deemed necessary by the Debtors to operate the
      business, preserve the Assets, and otherwise perform their
      functions in the bankruptcy cases;

  (c) The Examiner will be responsible for negotiating the terms
      of any agreements with potential purchasers of the Assets,
      including any "stalking horse bidder."  The Examiner will
      have unrestricted access to participate in any
      negotiations conducted on behalf of the estate with
      potential purchasers of the Assets.  No agreements between
      the Debtors and a prospective "stalking horse" bidder or
      buyer will become final without the approval of the
      Examiner or without the Court overruling the Examiner's
      objection, after notice and hearing.  In negotiating the
      terms of any agreement, the Examiner will consult with the
      Debtors and representatives of (i) the Lenders to the
      Debtors under that certain Credit Agreement, dated as of
      June 6, 2007, (ii) the Administrative Agent under that
      certain Credit Agreement, dated as of June 6, 2007, and
      its title insurers, (iii) the Lenders to Fontainebleau Las
      Vegas Retail, LLC, under that certain Loan Agreement dated
      June 6, 2007, (iv) creditors asserting statutory liens
      against the Assets, (v) the Unsecured Creditors Committee,
      and (vi) any other party in interest, as determined by the
      Examiner in his or her discretion;

  (d) The Examiner will be given prompt and unrestricted access
      to all documents and information in the possession,
      custody or control of the Debtors relating to the Assets
      and their sale.  In addition, the Examiner will be given
      unrestricted access to all professionals and personnel of
      the Debtors, including any professionals and personnel
      employed by other entities but paid by the Debtors.  The
      access will include any communications with potential
      purchasers of the Assets;

  (e) If the Examiner determines that it is in the best interest
      of the estate and its creditors to make available, to
      parties-in-interest, any documents or information
      otherwise subject to privilege or protection, the Examiner
      will be entitled, on notice to the Debtors and other
      parties-in-interest, to request authority from the Court
      and, upon entry of an order granting the authority, may be
      entitled to make available the documents or information to
      parties-in-interest;

  (f) Notwithstanding anything in the Order to the contrary, the
      Examiner will be bound by the terms of any agreements that
      have been approved by the Court, and by any orders that
      have been entered by the Court;

  (g) Within 10 days of the entry of the Order and every 10 days
      thereafter, the Examiner will report to the Court on the
      status of the sale process.  The Examiner will, at any
      time, have the right to request, on notice to parties-in-
      interest, any relief from the Court that he deems to be
      warranted in connection with the performance of his
      functions; and

  (h) Arguments over whether the expenses of the Examiner will
      be paid from cash collateral and given priming lien status
      or deducted from proceeds of the sale are unimportant.
      The Examiner, Examiner's expenses and the expense of the
      Examiner's professionals will be a first priority and
      either way will be superior to the disputed liens and
      mortgage claims on the Debtors' property.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Proposes to Reject 39 Employment and Sales Pacts
------------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, Fontainebleau
Las Vegas, LLC, seeks authority to reject seven employment
contracts of its former employees, and 33 group sales executory
contracts.

A list of the group sales executory contracts to be rejected is
available for free at:

           http://bankrupt.com/misc/FB_Reject_32GSC.pdf

The seven employees to be terminated are:

  Name                     Termination Date
  ----                     ----------------
  Alexander Terry             May 15, 2009
  Peter Magdos               July 24, 2009
  Arik Knowles               July 30, 2009
  Joel Bloom               August 28, 2009
  Andrew Finn            September 2, 2009
  W. Bryan O'Shields     September 24,2009
  Audrey Oswell            October 2, 2009

Due to Fontainebleau Las Vegas's financial situation, each of the
employees was terminated as of the term date and is no longer
employed by Fontainebleau Las Vegas.  Each employee had entered
into an Employment Contract with Fontainebleau Las Vegas
prepetition.

The Group Sales Contracts relate to certain conventions that are
scheduled to occur at the Project on or before December 2011.
With the construction on hold at the present time, the Project
will not be completed by the scheduled convention date for each
Group Sales Contract which Fontainebleau Las Vegas seeks to
reject.  Therefore, the request is necessary because
Fontainebleau Las Vegas is no longer in a position to fulfill the
obligations set forth in the Group Sales Contracts in the
timeframe required by each contract.

Given the realities of the Debtors' circumstances, the Debtors
seek rejection of the Contracts, as they are of little or no
value, and are burdensome to the estates.

                  About Fontainebleau Las Vegas

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

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

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

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


FONTAINEBLEAU LV: Sued by Contractors to Affirm Liens
-----------------------------------------------------
Desert Fire Protection, a Nevada Limited Partnership, Bombard
Mechanical, LLC, Bombard Electric, LLC, Warner Enterprises, Inc.,
doing business as Sun Valley Electric Supply Co., Absocold
Corporation doing business as Econ Appliance, Austin General
Contracting, Powell Cabinet and Fixture Co., Safe Electronics,
Inc., SAMFET, and Union Erectors, LLC, who collectively comprise
the Contractor Claimants, delivered to the Court on October 14,
2009, a complaint against:

(a) Fontainebleau Las Vegas LLC, and its affiliated debtors as
      owner and developer,

(b) Bank of America N.A as Administrative Agent, Issuing
     Lender, and Swing Line Lender,

(c) Term Lenders,
     See: http://bankrupt.com/misc/FB_TermLenders1014.pdf

(d) Revolving Lenders,

     * Bank of America, N.A.,
     * Merrill Lynch Capital Corporation,
     * JPMorgan Chase Bank, N.A.,
     * Barclays Bank PLC,
     * Deutsche Bank Trust Company Americas,
     * The Royal Bank of Scotland PLC,
     * Sumitomo Mitsui Banking Corporation,
     * Bank of Scotland,
     * HSN Nordbank AG,
     * MB Financial Bank, N.A., and
     * Camulos Master Fund, L.P.

(e) Second Mortgage Lenders,
     See: http://bankrupt.com/misc/FB_2ndMortgageLenders.pdf

(f) John Does 1-50 representing any unknown successor lender
     under either a Term Loan, Delayed Draw Loan or Swing Line
     Loan.

Robert P. Charbonneau, Esq., at Ehrenstein Charbonneau Calderin,
in Miami, Florida, relates that the adversary proceeding is
brought by the Construction Claimants to determine the validity,
priority and extent of the Term Lenders, Swing Line Lenders,
Revolving Lenders and 2nd Mortgage Lenders' liens, and for a
finding that these parties' liens are inferior to those of the
Construction Claimants.

The Debtors are the owner of the Fontainebleau Las Vegas, a "Tier
A" a casino hotel, retail, and condominium development on the Las
Vegas strip.

As of the Petition Date, the Debtors have estimated that the
Project is approximately 70% complete.  The Contractor Claimants
say they have been integral to the development and completion of
the Project so far, having performed significant labor, supplied
equipment, and designed systems all of which are central to the
Project.  The Contractor Claimants, however, have not received
payment for most of the work they have performed and the
materials and equipment that they have supplied.  Accordingly,
each member of the Contractor Claimants has recorded a lien for
those amounts that remain outstanding from the Debtors or their
affiliates.

Pursuant to the Construction Contract, Fontainebleau Las Vegas
was to issue a notice to proceed with an effective date of
April 1, 2007.  Notice was actually issued on April 1, 2007.
Excavation and other work commenced on the Project in November
2007, and from that time the existence of construction work at
the Project was open, "notorious," and obvious.  The Contractor
Claimants' liens are properly perfected pursuant to Nevada law in
the Clark County Recorder's Office, Mr. Charbonneau says.

These are the lien claims of the Contractor Claimants:

   Contractor Claimants                  Lien Claim Amt.
   --------------------                  ---------------
   Desert Fire Protection                   $1,693,407
                                           $12,864,953
                                            $2,528,017

   Bombard Electric, LLC                  $109,256,291
                                           $54,647,384

   Warner Enterprises, Inc.                   $379,562
                                               $91,315
                                               $80,981

   Safe Electronics, Inc.                   $2,907,288
                                              $923,862
                                              $669,910

   SAMFET                                   $1,607,558
                                              $887,523

   Bombard Mechanical, LLC                  $9,525,710

   Austin General Contracting, Inc.         $5,783,502

   Powell Cabinet and Fixture Co.           $1,855,801

   Absocold Corporation                       $453,554

   Union Erectors, LLC                        $473,772
                                              $338,328

The Contractor Claimants provided work at the insistence of
Turnberry West Construction, Inc., the general contractor for the
owner of the Project, or one its subcontractors.

As provided by Section 108.245 of Nevada Revised Statutes, the
owner of the Project and TWC had actual knowledge of the
Contractor Claimants' provision of labor, equipment, designs, and
other services to the Project per the Notices of Lien delivered
to TWC and the owner of the Project.

The individual Contractor Claimants noticed and filed their liens
individually.  Each of the Notices of Lien was recorded in the
office of the county recorder of the county where the Property is
located.

As required by Section 108.226, each of the Notices of Lien was
recorded within 90 days of the last delivery of material or
furnishing of equipment by the Claimants for the work of
improvement or the last performance of work by the Claimants for
the work of improvement.

Accordingly, each of the Notices of Lien are properly perfected
and satisfy the requirements of Section 108.226.

Mr. Charbonneau says that the Contractor Claimants have valid
liens for the balances set forth in their collective Notices of
Lien pursuant to Section 108.2403.

Upon information and belief, Mr. Charbonneau says, the physical
work on the Project commenced on November 2006.  Some of the Term
Lender defendants closed on their loans with the Debtors on June
6, 2007.  The work on the Project commenced before the Defendants
recorded their Deed of Trust and other interests or liens on the
Project, he says.

The Contractor Claimants assert that their liens against the
Project are superior to those of the Term Lender Defendants
pursuant to Section 108.225.

Accordingly, the Contractor Claimants ask the Court to enter
judgment in their favor and against the Defendants: (1) declaring
that the Contractor Claimants hold valid, perfected, first
priority liens against the Project in the amounts that correspond
to their Notices of Lien, and that the liens are superior to the
alleged liens of the Defendant-Term Lenders and to the interests
of the Debtors; and (2) awarding the Contractor Claimants their
reasonable costs, attorneys' fees, and interest associated with
the proceeding.

                  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)


FREESCALE SEMICONDUCTOR: Payments Under Yen Revolver Revised
------------------------------------------------------------
Freescale Semiconductor Inc. disclosed that in the third quarter
of 2009, it entered into an amended arrangement for the balance
under an existing Japanese yen-denominated revolving loan
agreement.

During the third quarter of 2006, one of Freescale's foreign
subsidiaries requested and received a draw from the Japanese yen-
denominated revolving loan agreement to repay an intercompany
loan.  In the fourth quarter of 2008, the foreign subsidiary drew
down an additional $37 million under the revolving loan,
increasing the total amount outstanding to $92 million at
December 31, 2008.

Under the Q3 2009 Amended Arrangement for the revolving loan
balance, Freescale will make quarterly payments of roughly
$15 million beginning in the third quarter of 2009 and concluding
in the fourth quarter of 2010.  The land and buildings located at
Freescale's Sendai, Japan manufacturing facility are pledged as
collateral on the revolving loan until the fourth quarter of 2010
when the loan is fully repaid.  In addition, Freescale's land and
buildings at the Sendai design center are pledged as collateral
until the fourth quarter of 2009.

As of October 2, 2009, $77 million was outstanding under the loan.

Freescale narrowed its net loss to $408,000,000 for the three
months ended October 2, 2009, from a net loss of $3,497,000,000
for the three months ended September 26, 2008.  Freescale booked
net sales of $893,000,000 for the three months ended October 2,
2009, from net sales of $1,409,000,000 for the three months ended
September 26, 2008.

Freescale posted net income of $867,000,000 for the nine months
ended October 2, 2009, from a net loss of $3,926,000,000 for the
nine months ended September 26, 2008.  Freescale recorded net
sales of $2,557,000,000 for the nine months ended October 2, 2009,
from net sales of $4,286,000,000 for the nine months ended
September 26, 2008.

As of October 2, 2009, Freescale had total assets of
$5,403,000,000 against total liabilities of $9,161,000,000,
resulting in stockholders' deficit of $3,758,000,000.

Freescale recorded $12 million in charges in the first nine months
of 2009 related to its Japanese subsidiary's pension plan.  The
charges are related to certain termination benefits and settlement
costs in connection with the Company's plan to discontinue its
manufacturing operations in Sendai, Japan, in 2011 and other
previously executed severance actions in Japan.

                   About Freescale Semiconductor

Freescale Semiconductor -- http://www.freescale.com/-- is a
global leader in the design and manufacture of embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets. The privately held company is
based in Austin, Texas, and has design, research and development,
manufacturing or sales operations around the world.

As of October 2, 2009, Freescale's corporate credit ratings from
Standard & Poor's, Moody's and Fitch were B-, Caa1 and CCC,
respectively.


FREESCALE SEMICONDUCTOR: Posts $408MM Net Loss for Oct. 2 Qtr
-------------------------------------------------------------
Freescale Semiconductor Inc. narrowed its net loss to $408,000,000
for the three months ended October 2, 2009, from a net loss of
$3,497,000,000 for the three months ended September 26, 2008.
Freescale booked net sales of $893,000,000 for the three months
ended October 2, 2009, from net sales of $1,409,000,000 for the
three months ended September 26, 2008.

Freescale posted net income of $867,000,000 for the nine months
ended October 2, 2009, from a net loss of $3,926,000,000 for the
nine months ended September 26, 2008.  Freescale recorded net
sales of $2,557,000,000 for the nine months ended October 2, 2009,
from net sales of $4,286,000,000 for the nine months ended
September 26, 2008.

As of October 2, 2009, Freescale had total assets of
$5,403,000,000 against total liabilities of $9,161,000,000,
resulting in stockholders' deficit of $3,758,000,000.

During the first nine months of 2009, Freescale completed the exit
from its wafer manufacturing facility in East Kilbride, Scotland.
The associated East Kilbride facility assets are classified as
held for sale as of October 2, 2009.

Freescale had an aggregate principal amount of $2,931,000,000 in
senior notes outstanding at October 2, 2009, consisting of (i)
$194,000,000 Floating Rate Notes bearing interest at a rate, reset
quarterly, equal to 3-month LIBOR (which was 0.30% on October 2,
2009) plus 3.875% per annum, (ii) $559,000,000 of Toggle Notes,
(iii) $1,414,000,000 of Fixed Rate Notes, and (iv) $764 million of
Senior Subordinated Notes.  In the third quarter of 2009,
Freescale repurchased $10,000,000 of its Toggle Notes at a
$4,000,000 discount.

In the first nine months of 2009, Freescale repurchased
$29,000,000 of its Fixed Rate Notes and $27,000,000 of its Toggle
Notes at a $25,000,000 discount, net of $1,000,000 in non-cash
charges associated with the recognition of unamortized debt
issuance costs associated with the early retirement of the debt.
Freescale used funds from the short-term investment portfolio for
the purchase and early retirement of the notes.  The redemption
price on the repurchases included accrued and unpaid interest up
to, but not including, the redemption date.

Freescale is required to make debt service payments under the
terms of its debt agreements:

     -- The remaining obligated debt payments for 2009 as of
        October 2, 2009, are $26,000,000; and

     -- Future obligated debt payments are:

           $106,000,000 in 2010,
            $44,000,000 in 2011,
           $688,000,000 in 2012,
         $3,277,000,000 in 2013,
         $3,046,000,000 in 2014 and
           $764,000,000 thereafter.

The amounts exclude cash interest payments of roughly:

           $148,000,000 in the fourth quarter of 2009,
           $490,000,000 in 2010,
           $539,000,000 in 2011,
           $578,000,000 in 2012,
           $558,000,000 in 2013,
           $383,000,000 in 2014 and
           $155,000,000 thereafter.

A full-text copy of Freescale's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4758

                   About Freescale Semiconductor

Freescale Semiconductor -- http://www.freescale.com/-- is a
global leader in the design and manufacture of embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets. The privately held company is
based in Austin, Texas, and has design, research and development,
manufacturing or sales operations around the world.

As of October 2, 2009, Freescale's corporate credit ratings from
Standard & Poor's, Moody's and Fitch were B-, Caa1 and CCC,
respectively.


FREESCALE SEMICONDUCTOR: Unveils Additional Workforce Reduction
---------------------------------------------------------------
Freescale Semiconductor Inc. last week unveiled additional
workforce reduction actions as it continues to align its spending
with its prior decision to exit the cellular handset business and
focus on growth areas of the business.  The actions are expected
to be completed during the first half of 2010.

Freescale says execution of any specific employment actions are
subject to satisfaction of legal requirements, including prior
consultation on the actions with work councils in some of the
countries in which Freescale operates.  Incremental costs for
these actions are estimated to be roughly $31 million in cash
severance.

During the fourth quarter of 2008, Freescale announced it intends
to renew its focus on key market leadership positions.  In
connection with the announcement and given general market
conditions, Freescale has initiated a series of restructuring
actions to streamline its cost structure and re-direct some
research and development investments into growth markets.  The
actions include the wind-down of its cellular handset business,
restructuring its participation in the IBM alliance -- a jointly-
funded research alliance among several semiconductor manufacturers
which was formed to develop 300-millimeter technologies --
discontinuing manufacturing operations at its East Kilbride,
Scotland facility and its Sendai, Japan facility, and
consolidating logistical and certain administrative operations.

In its quarterly report on Form 10-Q filed with the Securities and
Exchange Commission for the period ended October 2, 2009,
Freescale said it incurred $197 million in severance and exit
costs associated with the Reorganization of Business Program,
pension termination benefits, asset impairment charges and
disposition activities in the first nine months of 2009.  The
actions have reduced and will reduce headcount in Freescale's
supply chain, research and development, sales, marketing and
general and administrative functions.

Freescale separated roughly 3,810 employees during the first nine
months of 2009.  Freescale made $142 million in cash payments to
employees separated as part of the Reorganization of Business
Program through the first nine months of 2009.  Freescale will
make additional payments to separated employees and the remaining
roughly 1,410 employees through the first half of 2011.  Freescale
also reversed $10 million of severance accruals as a result of 170
employees previously identified for separation who either resigned
and did not receive severance or were redeployed due to
circumstances not foreseen when original plans were approved.

During the third quarter of 2009, Freescale also recorded charges
for exit costs of $23 million related primarily to costs to
terminate various operating leases resulting from its
Reorganization of Business Program.  As of October 2, 2009, $2
million of these exit costs have been paid.  During the third
quarter of 2008, Freescale recorded exit and other costs related
to a strategic decision to restructure its participation in the
IBM alliance.  Freescale paid the remaining $26 million of the
related charge for this action during the second quarter of 2009.

Freescale recorded $12 million in charges in the first nine months
of 2009 related to its Japanese subsidiary's pension plan.  The
charges are related to certain termination benefits and settlement
costs in connection with Freescale's plan to discontinue its
manufacturing operations in Sendai in 2011 and other previously
executed severance actions in Japan.

                   About Freescale Semiconductor

Freescale Semiconductor -- http://www.freescale.com/-- is a
global leader in the design and manufacture of embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets. The privately held company is
based in Austin, Texas, and has design, research and development,
manufacturing or sales operations around the world.

As of October 2, 2009, Freescale's corporate credit ratings from
Standard & Poor's, Moody's and Fitch were B-, Caa1 and CCC,
respectively.


FRONTIER DRILLING: Bank Debt Trades at 9% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Frontier Drilling
ASA is a borrower traded in the secondary market at 91.20 cents-
on-the-dollar during the week ended Friday, Oct. 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.58
percentage points from the previous week, The Journal relates.
The Company pays 325 basis points above LIBOR to borrow under the
facility.  The bank debt carries Moody's B1 rating and Standard &
Poor's B rating.  The debt is one of the biggest gainers and
losers among widely quoted syndicated loans in secondary trading
in the week ended Oct. 23, among the 164 loans with five or more
bids.

Frontier Drilling ASA, which is incorporated in Norway and has an
administrative office in Houston, Texas, is a subsidiary of
privately owned FDR Holdings Ltd., and is a specialized provider
of offshore contract drilling and production services to the oil
and gas industry.

As of March 31, 2009, Frontier Drilling had US$450 million in
senior secured debt and US$169 million in shareholder paid-in-kind
notes.


GASTROENTEROLOGY CENTER: Nevada Mutual May End Insurance Policies
-----------------------------------------------------------------
Jeff German at Las Vegas Sun reports that Nevada Mutual Insurance
has threatened to cancel insurance policies for Dipak Desai,
majority owner of the Endoscopy Center of Southern Nevada.  Nevada
Mutual holds the comprehensive malpractice insurance policy for
Dr. Dipak Desai, his three clinics and the other medical
defendants in the case.  According to Las Vegas Sun, Nevada Mutual
and bankruptcy trustee Brian Shapiro is trying to gather the
clinics' assets to pay off creditors and are battling for control
of the insurance policy -- valued at $54 million to $60 million --
and separate funds the insurance company is obligated to set aside
to defend the clinics in the endoscopy lawsuits.  The insurance
proceeds are the biggest assets of the bankrupt clinics, which
have a combined $100,000 in cash, the report states, citing Mr.
Shapiro.

Endoscopy Center of Southern Nevada, Gastroenterology Center of
Nevada, and Desert Shadow Endoscopy Center filed for creditor
protection under Chapter 7 of the Bankruptcy Code on July 17,
2009.   The three medical clinics were at the center of a 2008
hepatitis outbreak.


GCI INC: S&P Assigns 'BB-' Rating on $400 Mil. Senior Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating to Anchorage, Alaska-based GCI Inc.'s proposed
$400 million of senior notes due 2019, to be issued under rule
144A with registration rights.  Proceeds will be used to repay the
company's senior secured credit facility and pay related fees and
expenses.

S&P also assigned a '4' recovery rating to the notes, which
indicates expectations for average (30% to 50%) recovery in the
event of payment default.  Additionally, S&P raised the issue-
level rating on GCI's existing $320 million senior notes due 2014
to 'BB-' from 'B' and revised the recovery rating to '4' from '6'.
The recovery rating revision reflects the reduction of the secured
debt that is being repaid.  As part of the transaction, GCI will
amend and restate its senior secured revolving credit facility,
reducing the size to $75 million from $100 million.

At the same time, S&P affirmed all other ratings on GCI, including
the 'BB-' corporate credit rating.  The outlook is stable.  Since
S&P expects proceeds from the new issue to be used for debt
reduction, this transaction does not have any material impact on
the company's overall credit profile, although it does provide the
company with a degree of financial flexibility by extending
maturities.  Total debt outstanding as of June 30, 2009, was
approximately $831 million.

"The ratings on GCI continue to reflect its significant exposure
to the highly competitive Alaskan telecom market, lack of
geographic diversity, uncertain growth prospects from expansion
projects, and elevated leverage for the rating level," said
Standard & Poor's credit analyst Allyn Arden.  Tempering factors
include GCI's well-positioned, although maturing, incumbent cable
TV business and limited competition from direct-to-home (DTH)
satellite services; its leading market share in the network access
business; and bundled service offerings, which helps improve
customer retention.


GATEHOUSE MEDIA: Bank Debt Trades at 62.5% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 37.50 cents-
on-the-dollar during the week ended Friday, Oct. 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.50
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 27, 2014.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ca rating and Standard & Poor's CCC rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 23,
among the 164 loans with five or more bids.

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.


GENERAL GROWTH: Adopts Key Employee Incentive Plan
--------------------------------------------------
General Growth Properties, Inc., reports that effective
October 15, 2009, it adopted a Key Employee Incentive Plan
designed to help ensure that the Company's compensation practices
remain competitive and the interests of key Company employees
and other Company stakeholders remain aligned during its
reorganization under Chapter 11 of Title 11 of the United States
Code.

Forty-seven Company executives are or will be eligible to
participate in the KEIP, including, but not limited to, the
Company's Chief Executive Officer, President and Chief Operating
Officer, Chief Financial Officer -- if a Chief Financial Officer
is hired by the Company -- and certain other executive officers
whose compensation was disclosed in the Company's most recent
proxy statement.  KEIP participants were chosen either because
they are essential to the Company's operations or integral to the
Company's Chapter 11 reorganization process.

KEIP participants are eligible to receive cash payments based on
the recoveries to all unsecured creditors (excluding inter-company
claims among the Company and its subsidiaries) of the Company, GGP
Limited Partnership, GGPLP L.L.C. and The Rouse Company Limited
Partnership (each a Company subsidiary and a debtor under Chapter
11) -- Parent Level Debt -- and third-party equity holders of such
entities -- Parent Level Debt and Equity -- pursuant to the
approved plans of reorganization of such entities under Chapter
11.

Recovery based payment amounts are based on (i) a target
opportunity assigned to each KEIP participant equal to between 30%
and 225% of such participant's base salary -- KEIP Target
Opportunity -- and (ii) the value of the consideration distributed
to the holders of Parent Level Debt and Equity pursuant to the
Plans of Reorganization, compared to the aggregate claim amounts
of the Parent Level Debt -- Recovery Percentage.  KEIP
participants are entitled to receive a cash payment equal to their
KEIP Target Opportunity multiplied by a percentage which increases
as the Recovery Percentage increases, with no maximum.

The KEIP Target Opportunity (expressed as a percentage of their
annual base salary) for the Executive Officers are:

     Adam Metz
     Chief Executive Officer                       225%

     Thomas H. Nolan, Jr.
     President and Chief Operating Officer         200%

     Sharon Polonia
     Executive Vice President, Asset Management    125%

     Edmund Hoyt
     Interim Chief Financial Officer                75%

     Robert Michaels
     Vice Chairman                                  40%

Amounts payable to the Company's Chief Executive Officer and
President and Chief Operating Officer pursuant to the KEIP will be
reduced by the amount of any discretionary compensation paid to
such officers for 2009.

In addition to recovery based payments, the KEIP provides for a
separate bonus pool of $10 million if the Company emerges from
Chapter 11 on or before June 30, 2010, and a bonus pool of
$5 million if the Company emerges from Chapter 11 between July 1,
2010 and September 30, 2010.  The entire amount of the applicable
pool, if any, will be paid to one or more KEIP participants, in
amounts and to participants determined in the discretion of the
Compensation Committee of the Company's Board of Directors.

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL MOTORS: Magna Has Initial Deal with Opel's Spanish Unions
-----------------------------------------------------------------
Javier Marquina and Paul Tobin at Bloomberg News report that
Magna International Inc., the Canadian car-parts maker buying
General Motors Co.'s Opel division, reached a preliminary job
agreement with the unit's unions in Spain.

Bloomberg relates the CCOO union said in an e-mailed statement
Wednesday the accord includes maintaining the status quo of the
Spanish plant through the summer of 2011 and the elimination of a
maximum of 900 jobs.

As reported in the Troubled Company Reporter-Europe on Oct. 21,
2009, GM's Opel division unions in Spain called for four days of
strikes to protest against plans by Magna to scale back production
and jobs.  Bloomberg disclosed Chema Fernando, a labor
representative at Opel's factory in Figueruelas, Spain, said
walkouts are planned for Oct. 28 and 30 and Nov. 3 and 5.

                       About General Motors

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

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

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

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

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

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


GENERAL MOTORS: Saab Secures EUR400 Million Loan From EIB
---------------------------------------------------------
Andrew Ward and John Reed at The Financial Times report that Saab
Automobile on Wednesday secured a EUR400 million (US$600 million)
loan from the European Investment Bank.

According to the FT, the funds were a key condition of a
provisional deal for General Motors Co. to sell its loss-making
Swedish brand to Koenigsegg Automotive, the maker of high-
performance sportscars.

The FT relates EIB cautioned that the funds were subject to a
guarantee from the Swedish government and approval from EU
competition authorities, neither of which have been secured.

                        Creditor Protection

The Troubled Company Reporter Europe, citing Bloomberg News,
reported on Feb. 23, 2009, Saab filed for protection from
creditors after parent GM said it will cut ties with the Swedish
carmaker following two decades of losses.  The Trollhaettan,
Sweden-based company filed for reorganization with a Swedish
district court to separate itself from GM and bring resources back
to Sweden.

On June 25, 2009, Troubled Company Reporter, citing The Wall
Street Journal, reported creditors of Saab approved the
automakers' proposal for settling its debts by paying a quarter of
what it originally owed.  Saab proposed to settle its debts by
paying 25% of about US$1.34 billion it owed to more than 600
creditors, including auto suppliers and the Swedish government.
The vast majority of the debt, almost SEK10 billion, was owed to
GM.

                       About Saab Automobile

Saab Automobile AB -- http://www.saab.com/-- is a wholly owned
subsidiary of General Motors.  With an annual production of up to
126,000 cars, Saab's current models include the 9-3 (available as
a convertible or sport sedan), the luxury 9-5 sedan (also
available in a sport wagon), and the seven-passenger 9-7X SUV.

                       About General Motors

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

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

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

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

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

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


GEORGIA GULF: Files Prospectus for Resale of 31,179,092 Shares
--------------------------------------------------------------
Georgia Gulf Corporation filed with the Securities and Exchange
Commission a prospectus to register up to 31,179,092 shares of the
Company's common stock that may be offered for sale by
stockholders.  The selling stockholders may offer the shares from
time to time directly or, alternatively, through underwriters,
broker-dealers or agents.  The shares may be sold in one or more
transactions at fixed prices, at prevailing market prices at the
time of sale, at varying prices determined at the time of sale, or
at a negotiated price.  The sales may be effected in transactions
(which may involve block transactions) on any national securities
exchange or quotation service on which the common stock may be
listed or quoted at the time of sale, in the over-the-counter
market, in transactions otherwise than on such exchanges or
services or in the over-the-counter market, through the writing of
options or by any other method.

Georgia Gulf will not receive any proceeds from the sale of the
shares.

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

               http://ResearchArchives.com/t/s?4765

                        About Georgia Gulf

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

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

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

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


GIGABEAM CORP: Court Approves DIP Financing from Midsummer
----------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized, on a final basis, GigaBeam
Corporation to:

   -- obtain postpetition financing from Midsummer Investment,
      Ltd., as agent to the prepetition lenders;

   -- use cash collateral of the prepetition lenders; and

   -- grant adequate protection to the DIP lender and prepetition
      lenders.

As of GigaBeam's petition date, it owed Midsummer $5,096,579, plus
accrued interests and fees, pursuant to the Securities Purchase
Agreement dated as of April 30, 2008.

The DIP lenders agreed to extend certain loans and other financial
accommodations to the Debtor to finance its business operations.

                Salient Terms of the DIP Facility

Maximum Credit:            $1 million total commitment

Interim Credit:            $600,000

Interest Rate:             9%

Default Rate:              12%

Maturity Date:             The Borrower will repay any outstanding
                           portion of the DIP facility, in full on
                           (a) Oct. 30, 2009; (b) the date on
                           which all obligations become due as a
                           result of acceleration; (c) completion
                           of the sale of assets; and (d) the
                           substantial consummation of a plan of
                           reorganization that is confirmed by the
                           Court.

Events of Default:         Customary

As adequate protection for the DIP facility obligations, the DIP
lenders are granted superpriority administrative claims and first
priority liens on and security interests in all now owned and
hereafter acquired assets and property of the Debtor.

As adequate protection, the prepetition lenders are granted
replacement liens, priority administrative claims, subject to
Carve out.

                    About GigaBeam Corporation

Durham, North Carolina-based GigaBeam Corporation filed for
Chapter 11 on Sept. 2, 2009 (Bank. D. Del. Case No. 09-13113.)
Carl D. Neff, Esq., Daniel K. Astin, Esq. and Mary E. Augustine,
Esq. at Ciardi Ciardi & Astin represent the Debtor in its
restructuring effort.


GIGABEAM CORP: Court to Consider Sale of Certain Assets on Oct. 27
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is set to
consider on Oct. 27, 2009, at 9:30 a.m. (Eastern Time), the
results of GigaBeam Corporation's auction which was scheduled on
Oct. 21, 2009.

The Debtor was authorized to sell certain of its assets, free and
clear of any liens, claims, encumbrances and other interests,
subject to bigger an better offers.

The Debtor said it intended to sell all direct or indirect, right,
title and interest of seller in and to the tangible and intangible
assets, properties, rights, claims and contracts related to the
business.

The Debtor related that the purchase price consists of $6,096,579
which will be satisfied in the form of credit against the
obligations and seller's obligations under the prepetition
agreements and DIP facility in accordance with the assets purchase
agreement, plus assumption of the assumed liabilities and a cash
payment required to pay the cure amounts.

Durham, North Carolina-based GigaBeam Corporation filed for
Chapter 11 on Sept. 2, 2009 (Bank. D. Del. Case No. 09-13113.)
Carl D. Neff, Esq., Daniel K. Astin, Esq. and Mary E. Augustine,
Esq. at Ciardi Ciardi & Astin represent the Debtor in its
restructuring effort.


GIGABEAM CORP: Files Schedules of Assets and Liabilities
--------------------------------------------------------
GigaBeam Corporation filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $3,079,336
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,094,153
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $499,160
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,259,487
                                 -----------      -----------
        TOTAL                     $3,079,336       $9,852,800

Durham, North Carolina-based GigaBeam Corporation filed for
Chapter 11 on Sept. 2, 2009 (Bank. D. Del. Case No. 09-13113).
Carl D. Neff, Esq., Daniel K. Astin, Esq. and Mary E. Augustine,
Esq., at Ciardi Ciardi & Astin represent the Debtor in its
restructuring effort.


GIGABEAM CORP: U.S. Trustee Unable to Appoint Creditors Committee
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3 notified
the U.S. Bankruptcy Court for the District of Delaware that it was
unable to appoint a committee of unsecured creditors in the
Chapter 11 case of GigaBeam Corporation due to the insufficient
response from creditors.

Durham, North Carolina-based GigaBeam Corporation filed for
Chapter 11 on Sept. 2, 2009 (Bank. D. Del. Case No. 09-13113.)
Carl D. Neff, Esq., Daniel K. Astin, Esq. and Mary E. Augustine,
Esq. at Ciardi Ciardi & Astin represent the Debtor in its
restructuring effort.  In its schedules, the Debtor listed
$3,079,336 in assets and $9,852,800 in debts.


GMAC INC: Has 21.3% Stake in Bankrupt Capmark Financial
-------------------------------------------------------
Capmark Financial Group Inc. and certain of its subsidiaries have
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.

Capmark intends to use the reorganization process to implement a
restructuring that reduces its corporate debt and maximizes value
for its stakeholders.  Capmark's businesses are continuing to
operate in the ordinary course.

Capmark Bank, which recently received $600 million of new equity
from Capmark, is not part of the filing.  The Chapter 11
proceedings are not expected to have an impact on Capmark Bank,
its existing lending commitments and deposits or its ability to
conduct trust services.  Capmark Bank will continue to serve its
customers.

Capmark has filed a variety of customary first day motions to
enable it to continue to conduct business in the ordinary course
during the Chapter 11 process, including motions to allow Capmark
to pay vendors for post-petition goods and services and to pay
salaries and continue benefits to its employees. The filing should
not impact the way Capmark does business with its customers and
partners.

As of October 23, 2009, Capmark and its filing subsidiaries had in
excess of $500 million of cash and cash equivalents (excluding
cash held by Capmark Bank) available to fund its operations.
Capmark believes that it has sufficient current liquidity to
continue to satisfy customary obligations associated with ongoing
operations of its business, including payment of employee salaries
and benefits in the ordinary course, payment of post-petition
obligations, servicing advances, and funding of loans.

Jay Levine, president and chief executive officer of Capmark,
said, "We view this reorganization process as an unfortunate but
necessary response to recent unprecedented conditions in financial
and commercial real estate markets, which presented a significant
challenge for Capmark and similarly situated finance companies. By
constraining the availability of capital, these difficult market
conditions had a negative effect on all our core businesses."

Mohsin Meghji, chief restructuring officer of Capmark, said, "The
Chapter 11 process will give Capmark the opportunity to
restructure our balance sheet while continuing to focus on
maximizing value for our principal stakeholders. Over the past
months, Capmark has engaged in extensive and constructive
negotiations with our primary creditor constituencies to reach
agreement on a plan of restructuring. We expect to complete this
effort over the coming months."

Capmark's subsidiaries filing for Chapter 11 protection include
Capmark Finance Inc.; Capmark Capital Inc.; Capmark Equity
Investments, Inc.; Mortgage Investments, LLC; Net Lease
Acquisition LLC; SJM Cap, LLC; Capmark Affordable Equity Holdings
Inc.; Capmark REO Holding LLC; Summit Crest Ventures, LLC; Capmark
Affordable Equity Inc. and 33 other Low Income Housing Tax Credit
entities.

In addition to Capmark Bank, the following subsidiaries have not
filed for Chapter 11 at this time: Capmark Investments LP,
Capmark's registered investment advisor; Capmark Securities, Inc.,
its registered broker dealer and its Asian, Indian and European
subsidiaries. In the future, certain additional Capmark
subsidiaries may file for Chapter 11 or other applicable
protection.

Capmark continues to look for appropriate strategic outcomes for
certain of its businesses in light of Capmark's financial
condition and the ongoing challenges of the commercial real estate
market.

   * In July 2009, Capmark Investments sold the management
contracts of various Capmark-sponsored CDOs to Ventras Capital
Advisors LLC, and in September it entered into a non-discretionary
sub-advisory agreement with Urdang Capital Management Inc. with
respect to two debt investment vehicles.

   * As announced on September 2, 2009, Capmark and certain of its
subsidiaries entered into an Asset Put Agreement with Berkadia
Commercial Mortgage LLC, formerly known as Berkadia III, LLC
("Berkadia") whereby Capmark has the right to sell to its North
American servicing and mortgage banking businesses to Berkadia.
Under the terms of the Asset Put Agreement, Capmark has 60 days
from the date of the Chapter 11 filing to exercise the put option.
Capmark intends to pursue court approval to complete the sale,
subject to the receipt of any higher and better offers.

   * On October 16, 2009, two Capmark subsidiaries entered into an
agreement pursuant to which Capmark agreed to sell its military
housing business to a third party. The consummation of the sale is
subject to various conditions, including certain third party
consents. Capmark intends to pursue court approval to complete the
sale, subject to the receipt of any higher and better offers.

   * Recently a Capmark subsidiary entered into an agreement to
sell 100 percent of the outstanding shares of Premier Asset
Management Company, Capmark's Japanese loan servicing business, to
a third party. Capmark intends to pursue court approval to
complete the sale, subject to the receipt of any higher and better
offers.

  * Capmark continues to work with its creditors to determine
appropriate next steps for its Asia businesses.  On October 23,
2009, the majority lenders under Capmark's senior credit agreement
agreed to not exercise any right or remedy under the Credit
Agreement against any of Capmark's Japanese borrowers relating to
certain events of default under the Credit Agreement, including
events of default arising from Capmark's filing for Chapter 11
protection and the failure to observe certain covenants, for a
period of one month.

                        Road to Bankruptcy

Thomas L. Fairfield, Executive Vice President, General Counsel and
Secretary of Capmark Financial, says, " The unprecedented
conditions in domestic and international financial
markets - a "once-in-a-century" economic storm unlike any crisis
since the Great Depression - have presented a particularly
difficult challenge for Capmark and similarly situated finance
companies.

The difficult market conditions had a particularly negative effect
on CFGI's three core businesses.  The general lack of liquidity in
the debt markets severely decreased the availability of financing
and  significantly increased Capmark's average cost of capital, to
the extent capital was available at all.  In response to the
decrease in availability and increase in cost of capital, Capmark
significantly decreased its proprietary lending activities, which
negatively impacted the growth of its loan and servicing
portfolios.

Since July of 2007, and particularly beginning in the fourth
quarter of 2008, Capmark has been hit by an increase in non-
performing loans, as well as increased credit provisions,
impairments and declines in fair value on loans, real estate
investments and securities.

                  Prepetition Capital Structure

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

Capmark Financial, as borrower, is party to a $1.5 billion Term
Loan Credit and Guaranty Agreement, dated as of May 29, 2009, with
Citicorp North America, Inc., as administrative agent, and the
other lenders party thereto.  The Term Loan Facility is secured by
a first priority pledge and security interest on all of CFGI's,
the guarantors' and their subsidiaries' United States and Canadian
mortgage loan assets and foreclosed real estate and proceeds
thereof, but excluding mortgage servicing rights, certain assets
pledged to Capmark Bank, and other assets.

Capmark also has $234.2 million of unsecured debt under a Bridge
Loan Agreement dated March 23, 2006.  Capmark also owns $4.6
billion under a senior credit facility pursuant to a Credit
Agreement dated March 23, 2006.

Capmark also owes under certain notes it issued prepetition (i)
$637.5 million under Floating Rate Notes, (ii) $1.2 billion under
5.875% Notes and (iii) $500 million of under 6.300% Notes.

Capmark owes the entire principal amount of $250 million under
junior subordinated debentures provided by Law Debenture Trust
Company of New York, as trustee, and Deutsche Bank, as agent.

As of Sept. 2, 2009, GMACHH Investor LLC owns 75.4% of the stock.
GMACCH Investors is owned by certain affiliates of Kohlberg Kravis
Roberts & Co., L.P., Five Mile Capital Partners LLC, Goldman Sachs
Capital Partners and Dune Capital Management LP.

GMAC Mortgage Group LLC owns 21.3% of the stock.  GMAC Mortgage is
wholly owned by GMAC LLC.

Certain employees and directors own 3.3% of the stock. Shay
Ventures LLC owns the remaining 0.02% of the stock.

                    Sale of Assets Postpetition

The Debtors intend to sell certain of their assets or businesses
postpetition.

(a) North American Mortgage Business

During the time the Debtors were seeking to broker a global
restructuring plan and pursue strategic business alternatives and
transactions, they were also given indications from the
government-sponsored enterprises Fannie Mae and Freddie Mac (the
"GSEs") and other private label counterparties that without a deal
for the transfer of their North American servicing businesses to
an approved servicer in the near term, such parties could begin to
take actions to terminate CFI's servicing rights. Given the
significant value of the servicing rights, the Debtors commenced a
substantial marketing effort for their North American
servicing businesses in July 2009 to ensure that bidders could be
procured and top-dollar value
could be attained for such assets before any counterparty
terminations.

As a result of substantial marketing and advisory efforts, on
September 2, 2009, and its units entered into an Asset Put
Agreement with Berkadia Commercial Mortgage LLC (f/k/a Berkadia
III, LLC).  Berkadia is a newly formed entity owned by Berkshire
Hathaway Inc. and Leucadia National Corporation.

The APA provides for a put option whereby the Sellers have the
right to sell to Berkadia all assets primarily used in, or
primarily related to, the Sellers' Global Servicing and Lending
and Mortgage Banking business lines.

The Sellers paid the Purchaser $40.0 million in cash for the Put
Option.  If the Put Option is exercised by the Sellers, upon the
terms and subject to the conditions provided for in the APA, the
Sellers will transfer to MSB Business to Berkadia for an aggregate
purchase price of $490.0 million, subject to various closing
adjustments.

The Sellers have sixty days from the Petition Date to exercise the
Put Option per the terms of the APA. The Agreement will terminate
if the closing does not occur by December 31, 2009, unless
extended (i) by either party for up to fifteen days to obtain
Fannie Mae, Freddie Mac, Ginnie Mae and HUD/FHA licenses and/or
consents or (ii) by Berkadia for up to thirty days to obtain
required state licenses to operate the MSB Business.

Given these tight timelines, the Debtors have contemporaneously
herewith filed a motion seeking authority to sell the MSB Business
to Berkadia, or, potentially, to a different purchaser pursuant to
a higher or better bid that may be obtained through the Sellers'
ongoing marketing efforts of the MSB Business

(b) Asian Servicing Operations

In October 2009, Capmark entered into an agreement to sell the
Asian servicing operations to Sandringham Capital Partners
Limited.  On October 16, 2009, Capmark and Jefferies Mortgage
Finance, Inc. entered into a purchase agreement pursuant to which
Capmark agreed to sell to Jefferies its military housing business
for $9 million, subject to adjustments.  The consummation
of theses sales are subject to various conditions, including
certain third party consents and the issuance of an order of this
Court approving the sales.

                        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.


GORDON SHAW PROPERTIES: Case Summary & 5 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Gordon W. Shaw Properties, Inc.
        19782 Golden State Blvd
        Madera, CA 93637

Bankruptcy Case No.: 09-60151

Chapter 11 Petition Date: October 21, 2009

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

Judge: W. Richard Lee

Debtor's Counsel: Thomas H. Armstrong, Esq.
                  5250 N Palm Ave #224
                  Fresno, CA 93704
                  Tel: (559) 447-4700

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

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

According to the schedules, the Company has assets of at least
$8,939,825, and total debts of $10,004,883.

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/caeb09-60151.pdf

The petition was signed by William J. Barkett, president of the
Company.


GOTTSCHALKS INC: Court OKs $1.5MM Sale of Somersville Town Store
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Gottschalks Inc. to sell its
anchor store at Somersville Towne Center to NKT Commercial for
$1.5 million, free and clear of liens, interests and encumbrances.

As reported in the Troubled Company Reporter on Sept. 15, 2009,
Contra Costa County property records show that the store was
valued at $9.5 million in July 2008.

TCR reported that chief operating officer J. Gregory Ambro said,
"The debtor received multiple offers for the property."

TCR cited MercuryNews.com that Rosetti Co. helped arrange NKT's
purchase of the property.

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

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


GREATER FAITH: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Greater Faith Missionary Baptist Church
        401 S 11th St
        Nashville, TN 37206

Bankruptcy Case No.: 09-12071

Chapter 11 Petition Date: October 21, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Kevin Steele Key, Esq.
                  222 2nd Ave N., Suite 360-M
                  Nashville, TN 37201
                  Tel: (615) 256-4080
                  Fax: (615) 244-6846
                  Email: keykevin@bellsouth.net

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

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

According to the schedules, the Company has assets of at least
$1,241,700, and total debts of $931,800.

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

            http://bankrupt.com/misc/tnmb09-12071.pdf


HARISSA LLC: Case Summary & 1 Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Harissa, LLC
        1770 St. Johns Bluff Road South
        Jacksonville, FL 32246

Bankruptcy Case No.: 09-08886

Chapter 11 Petition Date: October 21, 2009

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

Debtor's Counsel: Robert P. Morrow Jr., Esq.
                  2762 Park Street
                  Jacksonville, FL 32205
                  Tel: (904) 353-1000
                  Fax: (904) 356-7408
                  Email: robert.rmorrowatty@comcast.net

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

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

The Debtor identified Mike Hogan Tax Collector with a debt claim
for $56,000 as its largest unsecured creditor. A full-text copy of
the Debtor's petition, including a list of its largest unsecured
creditor, is available for free at:

            http://bankrupt.com/misc/flmb09-08886.pdf

The petition was signed by Andre Richa, managing member of the
Company.


HARRAH'S ENTERTAINMENT: Unveils Result of Discount Offering
-----------------------------------------------------------
Harrah's Entertainment, Inc., said its direct, wholly owned
subsidiary, Harrah's Operating Company, Inc., has exercised its
right to accept for payment all of the debt securities listed
below that were tendered in its tender offers, which expired at
midnight, New York City time, on October 21, 2009.

                                                 Tender Offer
   CUSIP/ISIN                Notes               Consideration
   ----------                -----               -------------
413627AQ3 /      5.500% Senior Notes due 2010       $980.00
US413627AQ32

700690AQ3 /      7.875% Senior Subordinated         $997.50
US700690AQ34     Notes due 2010

413627AH3 /      8.000% Senior Notes due 2011       $960.00
US413627AH33

700690AL4 /      8.125% Senior Subordinated         $955.00
US700690AL47     Notes due 2011

700690AK6 /
US700690AK63

Pursuant to the terms of the Offers to Purchase Statement dated
September 22, 2009 and the related Letter of Transmittal, HOC has
accepted for purchase (i) $4,538,000 of the outstanding
$228,578,000 principal amount of its 5.500% Senior Notes; (ii)
$17,219,000 of the outstanding $161,999,000 principal amount of
its 7.875% Senior Subordinated Notes; (iii) $19,638,000 of the
outstanding $32,826,000 principal amount of its 8.000% Senior
Notes and (iv) $4,166,000 of the outstanding $16,146,000 principal
amount of its 8.125% Senior Subordinated Notes.

In addition, Harrah's and HOC also announced that all conditions,
including obtaining the financing to pay for the Tendered Notes,
have been satisfied or waived.  HOC intended to settle the Offers
as promptly as practicable on October 22, 2009, in accordance with
the terms described in the Statement.

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

                           *     *     *

As reported by the Troubled Company Reporter on September 25,
2009, Moody's Investors Service assigned a Caa1 rating to the
$1.0 billion senior secured term loan to be issued by Harrah's
Operating Company.  Moody's also affirmed Harrah's Entertainment's
Caa3 Corporate Family rating, Caa3 Probability of default rating
and all of the long-term debt ratings of HET and HOC, Inc.

The TCR said June 15, 2009, that Standard & Poor's Ratings
Services raised its corporate credit ratings on Harrah's
Entertainment and Harrah's Operating to 'CCC+' from 'CCC'.


HARRAH'S OPERATING: Bank Debt Trades at 2.25% Off
-------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Co., Inc., is a borrower traded in the secondary market at 97.75
cents-on-the-dollar during the week ended Friday, Oct. 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.68
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 23, 2016.  The Company pays 750 basis
points above LIBOR to borrow under the facility.  The bank debt is
not rated by Moody's and Standard & Poor's.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 23, among the
164 loans with five or more bids.

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP
acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

As of March 31, 2009, the Company's consolidated condensed balance
sheets showed total assets of $31.9 billion, total liabilities of
$31.1 billion and preferred stock of $2.3 million, resulting to
stockholders' deficit of $1.5 million.


HARVEST ENERGY: S&P Puts 'B-' Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B-'
corporate credit rating on Calgary, Alberta-based Harvest Energy
Trust (Harvest or the trust) and its 'CCC' senior unsecured debt
rating on subsidiary Harvest Operations Corp. on CreditWatch with
positive implications.  The recovery rating on Harvest Operations'
debt is unchanged at '6', indicating S&P's expectation of
negligible (0%-10%) recovery in the event of default.

"The ratings action follows the announcement that Harvest and
Korea National Oil Corp. have entered into an agreement where the
national oil company will purchase the trust's issued and
outstanding units," said Standard & Poor's credit analyst Jamie
Koutsoukis.  Under the deal, Korean National (A/Stable/--) will
pay about C$1.8 billion in cash, and assume about C$2.3 billion of
debt held by the trust.

Under the terms of Harvest Operations' senior unsecured notes,
KNOC will offer to purchase all notes outstanding for a cash
consideration equal to 101% of the face value plus accrued and
unpaid interest, within 30 days of the arrangement's effective
date.  In addition, under the terms of the indentures governing
Harvest's convertible debentures, KNOC will offer to purchase all
convertible debentures outstanding for a cash consideration equal
to 101% of the face value thereof, plus accrued and unpaid
interest, within 30 days of the agreement's effective date.

The transaction is still subject to court and regulatory approval,
and requires two-thirds of Harvest's unitholders represented
voting on the deal to accept it.  S&P expects it to close in
December.

Standard & Poor's expects to resolve the CreditWatch placement
once the transaction is complete.


HAYES LEMMERZ: Unsecured Creditors Committee Back Plan
------------------------------------------------------
Corinna Petry at AMM reports that the unsecured creditors
committee of Hayes Lemmerz International Inc. has supported the
Company's Chapter 11 reorganization plan, saying that "the plan
satisfies all requirements for confirmation and is in the best
interests of the debtors and their creditor constituencies."

As reported by the TCR on Sept. 4, 2009, Hayes Lemmerz has reached
an agreement among its DIP lenders, prepetition secured lenders
and the Official Committee of Unsecured Creditors on the terms of
a plan of reorganization.  Under the Revised Plan, certain of the
Debtors' prepetition secured lenders, which funded the operations
of the Debtors through a $200 million of debtor-in-possession
financing, will receive majority ownership of the reorganized
Company upon emergence from Chapter 11.  Unsecured noteholders are
expected to recover 5% of their allowed claims.

A copy of the Revised Disclosure Statement is available for free
at http://bankrupt.com/misc/Hayes_Revised_DS_Blacklined.pdf

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HC INNOVATIONS: Issues $2.4MM Sr. Secured Note to Brahma Finance
----------------------------------------------------------------
HC Innovations, Inc., on October 19, 2009, issued a Senior Secured
Note to Brahma Finance (BVI) Limited in the amount of $2,400,000.
Interest shall accrue on the unpaid principal balance of the Note
from the date thereof at a rate equal to 1% per calendar month or
part thereof.

Interest will be compounded monthly on the first day of each
calendar month, beginning on the first day of the first calendar
month following the date of the Note.  The Note matures on or
before the earlier of (i) the date of consummation by the parties
thereto of the transactions contemplated by that certain Standby
Purchase Agreement dated as of August 4, 2009 between the Company
and the Holder, and (ii) February 28, 2010.

Further, the Company and all of its subsidiaries also entered into
a Guarantee and Security Agreement dated October 19, 2009, wherein
the Company and all of its subsidiaries guaranteed the payment of
the Note, subject to certain conditions set forth in the Guarantee
and Security Agreement.

Simultaneous with the issuance of the Note, certain senior secured
note holders that were previously issued Amended and Restated
Senior Secured Convertible Notes by the Company pursuant to that
certain Securities Amendment and Purchase Agreement, dated as of
December 23, 2008 by and among HCI and the note holders identified
therein, executed an Interim Subordination Agreement, also dated
October 19, 2009, whereby the Subordinating Note Holders agreed to
the subordination of their Senior Secured Notes, and of any of the
Company's obligations to the Subordinating Note Holders relating
thereto, to all of the Company's obligations under the Note.

On October 19, 2009, and to effectuate the intentions under the
Subordination Agreement, the Subordinating Note Holders executed a
Waiver to the SAPA wherein such Subordinating Note Holders agreed
to amend the SAPA such that the provisions therein that (i) limit
the amount of indebtedness that the Company may incur or create;
and (ii) limit the liens that the Company is permitted to assume
or create shall be modified to permit the Company to issue such
Note in favor of the Holder and, further, to permit the Company
guarantee the payment of such Note.

                       About HC Innovations

HC Innovations, Inc., is a specialty care management company
comprised of separate divisions each with a specific focus and
intervention.  The Company identifies subgroups of people with
high costs and disability, and create and implement programs and
interventions that improve their health, intended to result in
dramatic reductions in the cost of their care.  The Company also
develops and implements medical management systems for the long
term care industry.

Enhanced Care Initiatives, Inc., a wholly owned subsidiary of HCI
was founded in 2002 and is the management company for all HCI
entities.  ECI has five wholly owned subsidiaries operating in
Tennessee, Texas, Massachusetts, Alabama, and New York.  ECI
markets its proprietary specialty care management programs for the
medically frail and other costly sub-populations to Health
Maintenance Organizations and other managed care organizations as
well as state Medicaid departments.

NP Care, LLCs, are nursing home medical management systems.  The
LLCs care program provides onsite medical care by Physicians and
Advanced Practice Registered Nurse under the oversight of the
patients' individual physician to residents in nursing homes and
assisted living facilities.  The LLCs operate in the states of
Illinois and Tennessee and are managed exclusively by ECI.

As of June 30, 2009, the Company had $4,484,521 in total assets
and $14,740,440 in total liabilities, resulting in $10,255,919
stockholders' deficit.

As reported by the Troubled Company Reporter on June 29, 2009, CCR
LLP in Glastonbury, Connecticut, in its audit report in March
2009, raised substantial doubt about the ability of HC Innovations
to continue as a going concern.  The auditor noted that the
Company has a working capital deficiency of roughly $9.6 million
as of December 31, 2008, has had net losses of roughly
$14.5 million and $10.7 million for the years ended December 31,
2008 and 2007, respectively, has an accumulated deficit of
roughly $30.4 million as of December 31, 2008.

Management, however, believes that the Company will be successful
in its efforts to adequately meet its capital needs and continue
to grow its businesses, despite the auditors' adverse opinion.


HCA INC: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 94.04 cents-on-the-
dollar during the week ended Friday, Oct. 23, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.53 percentage
points from the previous week, The Journal relates.  The loan
matures on Nov. 6, 2013.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
Ba3 rating and Standard & Poor's BB rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 23, among the
164 loans with five or more bids.

Headquartered in Nashville, Tennessee, HCA, Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
assigned a 'Ba3' (LGD3, 32%) rating to HCA, Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
'B2' Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HERITAGE GREENS: Sovereign Bank Wins Foreclosure Judgment
---------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that
Sovereign Bank has won a $5.6 million foreclosure judgment against
Heritage Greens Apartments LLC and Constantin Ardelean.  Broward
County Circuit Court records say that public sale is set for
February 9.  Mr. Ardelean's Fairview Apartments in Pompano Beach
also faces foreclosure from HSBC Bank, says Business Journal.

Heritage Greens Apartments in Sunrise is a 101,336-square-foot
apartment complex at 8445 Springtree Drive that was built in 1970.
Heritage Green Apartments bought it for $1.5 million in 2001.


HILLCREST BANK FLORIDA: Stonegate Bank Assumes All Deposits
-----------------------------------------------------------
Hillcrest Bank Florida, Naples, Florida, was closed October 23 by
the Florida Office of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver. To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Stonegate Bank, Fort Lauderdale,
Florida, to assume all of the deposits of Hillcrest Bank Florida.

The six branches of Hillcrest Bank Florida will reopen on Monday
as branches of Stonegate Bank. Depositors of Hillcrest Bank
Florida will automatically become depositors of Stonegate Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage. Customers should continue to use
their existing branches until Stonegate Bank can fully integrate
the deposit records of Hillcrest Bank Florida.

This evening and over the weekend, depositors of Hillcrest Bank
Florida can access their money by writing checks or using ATM or
debit cards. Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of October 1, 2009 , Hillcrest Bank Florida had total assets of
$83 million and total deposits of approximately $84 million.
Stonegate Bank will pay the FDIC a premium of 0.50 percent to
assume all of the deposits of Hillcrest Bank Florida. In addition
to assuming all of the deposits of the failed bank, Stonegate Bank
agreed to purchase $28 million of the failed bank's assets. The
FDIC will retain the remaining assets for later disposition.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-517-1846.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/hillcrest-fl.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $45 million. Stonegate Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. Hillcrest Bank Florida is the 102nd
FDIC-insured institution to fail in the Nation this year, and the
eighth in Florida. The last FDIC-insured institution closed in the
state was Partners Bank, Naples, earlier this evening.


HOKU SCIENTIFIC: Posts $1.2-Mil. GAAP Net Loss in Second Quarter
----------------------------------------------------------------
Hoku Scientific, Inc., reported financial results for the second
quarter ended September 30, 2009, and provided a general update on
its business.

                        Financial Results

Revenue for the quarters ended September 30, 2009 and 2008 was
$1.5 million and $1.9 million, respectively, derived primarily
from photovoltaic, or PV, system installation and related service
contracts.  As of September 30, 2009 and March 31, 2009 deferred
revenue of $12,000 and $784,000, respectively, was attributable to
PV system installations and related service contracts.

Net loss, computed in accordance with U.S. generally accepted
accounting principles, or GAAP, for the quarter ended
September 30, 2009 was $1.2 million, or $0.06 per diluted share,
compared to $1.4 million, or $0.07 per diluted share, for the same
period in fiscal 2009.

Non-GAAP net loss, which excludes the effect of stock-based
compensation, for the quarter ended September 30, 2009 was
$959,000, or $0.05 per diluted share, compared to $1.1 million, or
$0.05 per diluted share, for the same period in fiscal 2009.  Non-
GAAP net loss for the quarters ended September 30, 2009 and 2008
excludes non-cash stock-based compensation of $272,000 and
$260,000, respectively.  The accompanying schedules provide a
reconciliation of net loss per share computed on a GAAP basis to
net loss per share computed on a non-GAAP basis.

Dustin Shindo, chairman, president and chief executive officer of
Hoku Scientific, said, "With the recent announcement of our
financing agreement with Tianwei, we have successfully identified
sufficient funding to complete construction of our polysilicon
manufacturing plant in Pocatello, Idaho, to the point where we can
commence our first shipments to our customers."

Describing the Company's current shipment timeline, Mr. Shindo
continued, "We expect to ramp up our construction efforts in this
fourth calendar quarter, and are making all preparations to
conduct reactor demonstration testing in December.  In order to
allow sufficient time for our production to reach commercial
product specifications, we now expect to make the first commercial
deliveries of Hoku-manufactured polysilicon to our current
customers in the first quarter of calendar year 2010.  From there,
we will continue ramping up production until we reach our full,
planned capacity of 4,000 metric tons per year, which we expect to
occur in the second half of calendar year 2010."

The Company asserted that it would need to identify approximately
$71 million in additional funding to complete construction and
reach its planned full production capacity of 4,000 MT/year, but
clarified that it intended to delay any such subsequent financing
until it had made initial shipments to its current customers in
the first quarter of calendar 2010.  Hoku said that although
Tianwei had provided commitments to assist in securing the
remaining funds, the Company expected to complete this subsequent
financing through a combination of prepayments from new customers,
through other debt sources, or possibly through U.S. Federal loan
guarantees and other qualified renewable energy incentive
programs.

"In light of these developments, we are extremely pleased to be
focused again on execution.  Having established a clear path
forward, we expect our financing progress will not only benefit
our polysilicon business, but that it will have a healthy effect
on our PV systems integration business as well," concluded
Mr. Shindo.  "By removing financing uncertainty and strategically
aligning ourselves with Tianwei, we have both materially
strengthened our presence in the global solar industry, and added
real value for our customers in Hawaii."

                         Business Updates

Hoku Materials Polysilicon Plant Update

Commenting on the Company's polysilicon subsidiary, Hoku
Materials, Inc., Mr. Shindo said, "As announced previously, in
September we entered into a definitive agreement providing for a
majority investment in Hoku by one of our polysilicon customers,
Tianwei New Energy Holdings Co., Ltd. The transaction, which
features debt financing by Tianwei through China Construction Bank
for the construction and development of our polysilicon production
facility in Pocatello, Idaho, is expected to close by the end of
October 2009."

According to the terms of the financing agreement, Tianwei will
enter into a loan agreement with Hoku providing for $50 million in
debt financing, of which $20 million is expected in November 2009,
with the remaining $30 million expected in December 2009.  In
addition, Tianwei committed to assist Hoku in obtaining any
additional financing that Hoku may require to fully construct and
operate its polysilicon facility.

In exchange for this consideration, Hoku will convert $50 million
of Tianwei's aggregated $79 million in secured prepayments into
shares of Hoku's common stock at closing.  This will represent
approximately 60% of Hoku's fully-diluted voting shares.  Hoku
will also provide Tianwei with warrants for an additional
10 million share of Hoku's common stock.  The $79 million in
deposits were previously paid by Tianwei to Hoku according to the
terms of the polysilicon supply agreements in place between the
two companies.  The remaining $29 million in prepayments will be
offset over time against shipments of polysilicon by Hoku to
Tianwei.

Conditioned on the closing of the transaction, Hoku also agreed to
modify its shipping terms to Tianwei, accepting an 11% price
reduction in exchange for an agreement by Tianwei that would allow
Hoku to ship product to all of its other existing customers before
making its initial product deliveries to Tianwei.  Hoku clarified
that this reduction was roughly equivalent to the $50 million of
Tianwei's prepayments which are to be converted to equity in the
transaction.  Accordingly, since Hoku would no longer be obligated
to offset that amount against future invoices for polysilicon
shipments, the Company explained that the price reduction would,
therefore, have only a negligible effect on the net amount of cash
payments to be received from Tianwei as payment for future
polysilicon shipments.

Hoku had previously reported that it had arrived at an agreement
with J.H. Kelly, the project's General Contractor, which
established clear milestones for resuming work upon closing of any
eventual financing.  The companies also agreed on the outline of
an accelerated project construction schedule, revising the
timeline to completion.

Hoku confirmed that the onsite ramp-up had already begun.
"Construction at the plant recommenced in earnest in October,"
said Mr. Shindo.  "In the coming weeks, we expect the construction
workforce to expand to more than 100 full-time personnel.  Though
we will initially focus on completing the systems required to
conduct the reactor testing planned for this quarter, we expect to
quickly resume progress on nearly all non-TCS areas of the plant.
During the construction slow-down over the past few months, J.H.
Kelly's onsite team invested time and planning into preparing
multiple work-fronts for the eventual resumption of construction.
This will ensure the most rapid progress possible across all areas
of the plant."

Polysilicon Plant Financing Update

Hoku Materials continues to estimate that it will cost
approximately $390 million to engineer, procure and construct its
polysilicon production plant.  The estimate reflects its
discussions with vendors, declining costs of materials and labor,
and ongoing adjustments of certain design elements; however,
changes in costs, modifications in construction timelines, and
other factors could increase the actual costs.  As of
September 30, 2009, construction-in-progress for the project was
$262 million.

Hoku had received $115 million in prepayment deposits from its
current customers as of September 30, 2009, excluding the
$50 million prepayment from Tianwei that will be converted into
equity.  All customers are current on their prepayment
obligations, with the exception of Solarfun Power Hong Kong
Limited (Solarfun), which is past due on $15 million in
prepayments that were to have been paid between July and October,
2009.  In addition, the Company has granted waivers, until
November 15, 2009, for Wealthy Rise International, Ltd.
(Solargiga) to make its $9.9 million of prepayments that had been
originally scheduled for payment between June and October, 2009.
The Company is in discussions with Solarfun and Solargiga,
respectively, regarding the timing of when these unpaid amounts
will be paid.

Upon the expected closing of the Tianwei transaction and
conversion of Tianwei's $50 million in prepayments into equity,
Hoku's customers will have committed to make $178 million in
contractual prepayments, including the $115 million that has been
paid to date.  In addition, Hoku has contributed $41 million of
its available cash . Thus, considering Tianwei's $50 million in
converted equity and the $50 million in debt financing expected in
November and December 2009, and assuming that all of Hoku's
customers meet their future prepayment commitments in full, Hoku
will have secured approximately $319 million in financing, leaving
a funding gap of $71 million.  The Company expects to fill this
gap with additional debt financing, prepayments from new
customers, or possibly from U.S. Federal loan guarantees and other
qualified renewable energy incentive programs.

"With Tianwei's declaration to assist us in securing the remaining
funds, we do not plan to commit to a particular strategy for the
final tranche of financing until we have begun commercial
operations," said Mr. Shindo.  "Because the plant is expected to
be operational by the time we need to secure these funds, we
believe we will have a wide range of available financing choices,
including, possibly, Federal loan guarantees and other qualified
renewable energy incentive programs."

Hoku Solar Update

The Company's wholly owned subsidiary, Hoku Solar, Inc., markets,
sells and installs turnkey photovoltaic, or PV, power systems in
Hawaii.

Commenting on Hoku Solar, Mr. Shindo said, "During the second
quarter of fiscal 2010, Hoku Solar completed roof-mounted PV
installations for customers on Oahu and Hawaii Island, and
completed the first full quarter of operations for the seven PV
systems installed on Hawaii Department of Transportation (HDOT)
facilities throughout the state.  In aggregate, the HDOT systems
were performing at 99% of projected output, which includes some
downtime for system commissioning."

"Hoku Solar continues working to expand our project pipeline,"
said Mr. Shindo.  "Conditions for market expansion continue to
improve in Hawaii, with the recent announcement of a tiered feed-
in-tariff rate structure that contemplates an off-take rate for
large-scale generating facilities throughout the state.  This,
plus the refundable State Energy Tax Credit creates a very
favorable opportunity for distributed solar generating facilities,
a market which we will continue to aggressively explore."

                             Summary

Mr. Shindo summarized the Company's progress saying, "Thanks to
the support of our vendors, partners, and customers, we are on a
clear path to polysilicon production in Pocatello, and we have
been able to refocus our efforts in all of our business units.
Considering this, along with the broader signs of improvement in
the solar industry -- including an incremental strengthening of
demand in solar and a stabilizing of polysilicon market prices --
we believe we are well-positioned to bring our solar industry
strategy to fruition."

                        Going Concern Doubt

As reported by the Troubled Company Reporter on Sept. 30, 2009,
in March 31, 2009 and June 30, 2009, the Company said that
without new polysilicon customers making additional prepayments,
or new debt or equity financing, it would have insufficient cash
to continue as a going concern through March 31, 2010 and June 30,
2010, respectively.  Throughout 2009, Hoku has sought to secure
additional customers and related prepayments and strategic
investors or financing sources that would allow the Company to
complete construction and procurement of its polysilicon plant.
Hoku retained Deutsche Bank Securities Inc. as its financial
advisor to identify investment and financing sources, as well as a
potential acquirer of the Company.  The Company has also
considered other actions, including a restructuring, and
liquidation of assets.  Hoku's Board of Directors has concluded
that the announced transaction with Tianwei is the only viable
option to avoid a Chapter 7 bankruptcy and liquidation of the Hoku
Materials polysilicon business.

                       About Hoku Scientific

Headquartered in Honolulu, Hawaii, Hoku Scientific, Inc.,
(NASDAQ:HOKU) -- http://www.hokucorp.com/-- is a materials
science company focused on clean energy technologies.  The Company
has three operating business units in two industries: Fuel Cell
and Solar.  The Fuel Cell industry is comprised of the fuel cell
segment.  The Solar industry is comprised of the photovoltaic (PV)
system installation business unit (Hoku Solar) and polysilicon
production business unit (Hoku Materials).  Hoku Materials focuses
on manufacturing, marketing and selling polysilicon for the solar
market from its plant, which is under construction in Pocatello,
Idaho.  Hoku Solar is marketing and installing photovoltaic
systems in Hawaii.  Hoku Fuel Cells has developed fuel cell
membranes and membrane electrode assemblies for stationary and
automotive proton exchange membrane fuel cells.


HUB INTERNATIONAL: S&P Gives Negative Outlook, Affirms 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
HUB International Ltd. to negative from stable.  At the same time,
S&P affirmed its 'B' counterparty credit and 'CCC+' senior
unsecured debt ratings on HUB.

Standard & Poor's also assigned its 'B' (the same as the 'B'
counterparty credit rating) rating on HUB's planned $200 million
incremental senior secured term loan due in June 2014.  The
recovery rating is '3', indicating S&P's expectation for
meaningful (50%-70%) recovery for lenders in the event of a
payment default.

In addition, S&P revised its recovery rating on HUB's existing
senior secured credit facilities, which consist of a $625 million
senior secured term loan B, a $140 million delayed draw term loan,
and a $100 million revolving credit facility, to '3' from '2'.  As
a result, S&P lowered its ratings on these loans to 'B' from 'B+',
in accordance with S&P's notching criteria for a recovery rating
of '3'.

"The outlook revision to negative primarily reflects HUB's
increased debt burden following the planned $200 million
incremental term loan, as well as the recent C$30 million Canadian
revolving credit facility that the company entered into in July
2009," said Standard & Poor's credit analyst Julie Herman.
"Together, they add approximately 15% of debt to the company's
capital structure."

HUB intends to use the proceeds from the debt issuance mainly for
acquisitions, including smaller fold-in brokerages and potentially
a new hub brokerage.

"We believe the company is strategically taking advantage of a
robust acquisition pipeline and relatively attractive financing to
expand its business profile," said Ms.  Herman.  "However, S&P
believes this strategy heightens the company's credit risk profile
because of the increase in leverage, at least through 2010, as
well as execution risk regarding identifying profitable
acquisition targets."

The revised senior secured recovery rating to '3' from '2'
reflects the larger amount of first-lien debt outstanding in S&P's
simulated default scenario than that used in S&P's previous
analysis because of the new incremental senior secured term loan.
This has resulted in less expected recovery for HUB's secured
lenders.

Somewhat mitigating S&P's concerns and contributing to the rating
affirmation is HUB's highly successful history of making
profitable acquisitions, which traditionally have been highly
accretive to the company's overall profit margin.  In addition,
the company's continued peer-leading margins, strong operational
and technological efficiencies, consistent track record, and S&P's
favorable view of the management team, all contribute to S&P's
rating affirmation, despite credit metrics that are somewhat more
consistent with several slightly lower-rated peers'.


HUNTSMAN ICI: Bank Debt Trades at 8.5% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Huntsman ICI is a
borrower traded in the secondary market at 91.50 cents-on-the-
dollar during the week ended Friday, Oct. 23, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.46 percentage points
from the previous week, The Journal relates.  The loan matures on
April 23, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba2
rating and Standard & Poor's B+ rating. The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 23, among the 164 loans
with five or more bids.

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction, technology,
agriculture, health care, detergent, personal care, furniture,
appliances and packaging.  Originally known for pioneering
innovations in packaging and, later, for rapid and integrated
growth in petrochemicals, Huntsman has more than 12,000 employees
and operates from multiple locations worldwide.  The Company had
2008 revenues exceeding $10 billion.

As reported by the Troubled Company Reporter on April 20, 2009,
Huntsman International LLC, a wholly owned subsidiary of Huntsman
Corporation, entered into a waiver to its $650 million revolving
credit facility dated August 16, 2005, with Deutsche Bank AG New
York Branch, as administrative agent, and the financial
institutions party thereto as lenders.  The waiver relaxes the
senior secured leverage ratio covenant from 3.75 to 1.00 to 5.00
to 1.00 for the period measured June 30, 2009, through June 30,
2010.  The waiver, among other things, also modifies the
definition of Consolidated EBITDA and permits Huntsman
International LLC to add back any lost profits attributable to
Hurricanes Gustav and Ike that occurred in 2008.  Additionally,
the amount of Permitted Non-Cash Impairment and Restructuring
Charges was increased from $100 million to $200 million.


IAN MITCHELL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ian F. Mitchell
        3609 Seahorn Drive
        Malibu, CA 90265

Bankruptcy Case No.: 09-23919

Chapter 11 Petition Date: October 21, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: M Jonathan Hayes, Esq.
                  Law Office of M Jonathan Hayes
                  9700 Reseda Bl Ste201
                  Northridge, CA 91324
                  Tel: (818) 882-5600
                  Fax: (818) 882-5610
                  Email: jhayes@polarisnet.net

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

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

A full-text copy of Mr. Mitchell's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/cacb09-23919.pdf

The petition was signed by Mr. Mitchell.


JOE GOODWIN III: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Joe E. Goodwin, III
               Tricia M. Goodwin
               100 Laurel Hill Road
               Mountain Lakes, NJ 07046

Bankruptcy Case No.: 09-38094

Chapter 11 Petition Date: October 21, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtors' Counsel: Martin W. Chow, Esq.
                  Law Office of Martin W. Chow, LLC.
                  590 Newark Avenue
                  Jersey City, NJ 07306
                  Tel: (201) 963-9218
                  Fax: (201) 963-9503
                  Email: mchow7@hotmail.com

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

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

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

The petition was signed by the Joint Debtors.


IDEARC INC: Bondholder Asks Court to Strip Control of Ch 11 Case
----------------------------------------------------------------
The Dallas Morning News reports that MatlinPatterson Global
Opportunity Partners, an Idearc. Inc. bondholder, has asked the
Bankruptcy Court to strip control of the Chapter 11 case from
Idearc if the Company fails to reach a consensus on its current
plan.  According to The Dallas Morning News, MatlinPatterson said
that Idearc's bankruptcy exit plan is unlikely to be confirmed.
The Dallas Morning News relates that Idearc is seeking to extend
the exclusivity period and MatlinPatterson said that it doesn't
object to an extension.  According to court documents,
MatlinPatterson expressed doubt on the language of the request,
saying that it would give Idearc an "indefinite extension".  A
hearing on the request is set for Thursday, The Dallas Morning
News says.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their laims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


INCENTRA SOLUTIONS: Will Sell Reseller Business to Datalink
-----------------------------------------------------------
Boulder County Business Report says that Incentra LLC, fka
Incentra Solutions Inc., will sell part of its business to
Datalink.  According to Boulder County Business, Datalink has
entered into a nonbinding letter of intent to acquire Incentra's
reseller business, which provides information technology
consulting, sales and customer support.  Incentra's managed
information technology services business isn't included in the
sale, Boulder County Business relates.

Headquartered in Boulder, Colorado, Incentra Solutions Inc. --
http://www.incentra.com/-- provides information technology
services.  The Company and seven of its affiliates filed for
Chapter 11 protection on February 4, 2009 (Bankr. D. Del. Lead
Case No. 09-10370).  Bruce Grohsgal, Esq., at Pachulski, Stang,
Ziehl Young & Jones, represents the Debtors in their restructuring
efforts.  Epiq Bankruptcy Solutions LLC serves as the Debtors'
claims agent.  Roberta A. DeAngelis, United States Trustee for
Region 3, appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, the listed $92,494,615 in total
assets and $80,301,104 in total debt.

Incentra Solutions re-emerged as privately held Incentra LLC.


INNOVATIVE COMMUNICATION: BVI Govt. Approves Sale of BVI Cable
--------------------------------------------------------------
The Minister for Communications and Works and the
Telecommunications Regulatory Commission of the British Virgin
Islands approved the application of National Rural Utilities
Cooperative Finance Corporation to acquire BVI Cable TV Ltd. in
connection with its agreement with the Chapter 11 Trustee of
Innovative Communication Corporation.  These are the first
transfer-of-control approvals ever granted under the BVI's new
Telecommunications Act.

"CFC has already received interim bankruptcy court approval, U.S.
antitrust clearance and now the BVI approvals. Once it receives
the remaining regulatory approvals, CFC will request authorization
from the bankruptcy court to proceed with the transfer of control
process and acquire and rehabilitate BVI Cable and other ICC-owned
companies in the U.S. Virgin Islands and Dutch St. Maarten,"
stated CFC CFO Steven Lilly.

Last January, CFC announced that it would make a credit bid to
acquire the outstanding stock of BVI Cable and the other ICC-owned
companies.  The credit bid is conditioned on approval of
regulatory authorities in the jurisdictions where ICC's businesses
operate.

                           ABOUT CFC

National Rural Utilities Cooperative Finance Corporation (CFC) is
a cooperative that serves the nation's rural utility systems. With
more than $20 billion in assets, CFC provides its member-owners
with an assured source of market-priced capital and financial
products and services. CFC can be found online at nrucfc.org.

                  About Innovative Communication

Based in Christiansted, St. Croix, U.S. Virgin Islands,
Innovative Communication Corporation is a telecommunications and
media company with extensive holdings throughout the Caribbean
basin.  The company's operations are in Belize, British Virgin
Islands, Guadeloupe, Martinique, Saint-Martin, Sint Maarten,
U.S. Virgin Islands and France and include local, long distance
and cellular telephone companies, Internet access providers,
cable television companies, business systems, and The Virgin
Islands Daily News, a Pulitzer Prize-winning newspaper.

On Feb. 10, 2006, creditors Greenlight Capital Qualified, L.P.,
Greenlight Capital, L.P., and Greenlight Capital Offshore, Ltd.,
filed involuntary chapter 11 petition against Innovative
Communication Company LLC and Emerging Communications, Inc., and
Jeffrey J. Prosser, the company's principal (Bankr. D. Del. Case
Nos. 06-10133 through 06-10135).  The Greenlight creditors
disclosed US$18,780,614 in total claims.

On July 31, 2006, Innovative LLC, Emerging, and Mr. Prosser,
filed voluntary chapter 11 petitions (Bankr. D. V.I. Case Nos.
06-30007 through 06-30009).  Pursuant to Rule 1003-1 of the
Local Bankruptcy Rules of the District Court of the Virgin
Islands, Bankruptcy Division, Mr. Prosser, and Bobby Lubana,
were designated as the individuals who are the principal
operating officers of the alleged debtor.  On Dec. 14, 2006, the
Delaware Bankruptcy Court entered an order transferring the
venue of the involuntary bankruptcy cases transferring to the
U.S. District Court for the District of the Virgin Islands,
Bankruptcy Division.

On July 5, 2007, the Greenlight creditors filed an involuntary
chapter 11 petition against Innovative Communication Corporation
(Bankr. D. V.I. Case No. 07-30012).  The creditors disclosed
total aggregate claims of US$56,341,843.  Matthew J. Duensing,
Esq., and Richard H. Dollison, Esq., at Stryker, Duensing,
Casner & Dollison, and Matthew P. Ward, Esq., at Skadden Arps
Slate Meagher & Flom LLP, represent the creditors.

Stan Springel of Alvarez & Marsal, the Court-appointed chapter
11 trustee, is represented by Andrew Kamensky, Esq., at Hunton &
Williams.


INTELSAT LTD: Jackson Unit Issues $500.0MM of 8-1/2% Notes
----------------------------------------------------------
Intelsat Jackson Holdings, Ltd., on October 20, 2009, issued an
aggregate principal amount of $500.0 million of 8-1/2% Senior
Notes due 2019 at an issue price of 99.166%.  The net proceeds
from the Notes were used to declare and pay a dividend to Intelsat
(Bermuda), Ltd., to fund the repurchase and cancellation by
Intelsat Bermuda of roughly $400.0 million face amount of its
outstanding 11-1/2% / 12-1/2% Senior PIK Election Notes due 2017,
to pay related fees and expenses and for general corporate
purposes.

The Indenture dated as of October 20, 2009, pursuant to which the
Notes were issued, contains covenants which include, among other
things: a limitation on Intelsat Jackson's and some of its
subsidiaries' ability to incur or guarantee additional debt or
issue disqualified or preferred stock; a limitation on Intelsat
Jackson's and some of its subsidiaries' ability to pay dividends,
make other equity distributions or repurchase or redeem capital
stock; a limitation on Intelsat Jackson's and some of its
subsidiaries' ability to make certain investments; a limitation on
Intelsat Jackson's and some of its subsidiaries' ability to enter
into transactions with affiliates; a limitation on merger,
consolidation, amalgamation and sale of assets applicable to
Intelsat Jackson and some of its subsidiaries; and a limitation on
Intelsat Jackson's and some of its subsidiaries' ability to incur
liens on any of Intelsat Jackson's assets securing other
indebtedness.

The Indenture also contains events of default with respect to:
default in payments of interest after a 30-day grace period or a
default in the payment of principal when due; subject to a certain
exception, default in the performance of any covenant in the
Indenture that continues for more than 60 days after notice of
default has been provided to Intelsat Jackson; failure to make any
payment when due, including applicable grace periods, under any
indebtedness for money borrowed by Intelsat, Ltd., Intelsat
Jackson or a significant subsidiary thereof having a principal
amount in excess of $75 million; the acceleration of the maturity
of any indebtedness for money borrowed by Intelsat, Ltd., Intelsat
Jackson or a significant subsidiary thereof having a principal
amount in excess of $75 million; failure by Intelsat, Ltd.,
Intelsat Jackson or a significant subsidiary to pay final
judgments aggregating in excess of $75 million, which judgments
are not discharged, waived or stayed for 60 days; and certain
events of bankruptcy, insolvency or reorganization of Intelsat,
Ltd., Intelsat Jackson or a significant subsidiary.

The Notes are redeemable on the dates, at the redemption prices
and in the manner specified in the Indenture.

Pursuant to a registration rights agreement, dated October 20,
2009, Intelsat Jackson agreed in the limited circumstances
specified therein to make an offer to exchange the Notes for
registered, publicly tradable notes that have substantially
identical terms to the Notes.

                           About Intelsat

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- is the largest fixed satellite
service operator in the world and is owned by Apollo Management,
Apax Partners, Madison Dearborn, and Permira.  The company has a
sales office in Brazil.

Intelsat Ltd.'s June 30 balance sheet showed total assets of
US$12.05 billion, total debts of US$12.77 billion and
stockholders' deficit of US$722.3 million.

                           *     *     *

As reported in the Troubled Company Reporter on February 6, 2009,
Moody's Investors Service assigned a B3 rating to Intelsat Ltd.'s
new US$400 million note issue (in the name of Intelsat's indirect,
wholly-owned subsidiary, Intelsat Subsidiary Holding Company,
Ltd.; terms and conditions of the new notes mirror those of an
existing senior unsecured 8.875% note issue that matures
January 15, 2015).  The proceeds will be used to fund a tender
offer for a portion of Intelsat Ltd.'s 7.625% notes due 2012 and
its 6.5% notes due 2013.


JACOBS FINANCIAL: August 31 Balance Sheet Upside-Down by $14MM
--------------------------------------------------------------
Jacobs Financial Group, Inc., reported a net loss attributable to
common stockholders of $942,942 on total revenues of $355,724 for
the three months ended August 31, 2009, compared with a net loss
attributable to common stockholders of $886,028 on total revenues
of $285,715 for the three months ended August 31, 2008.

At August 31, 2009, the Company's consolidated balance sheet
showed $7,168,327 in total assets, $6,618,335 in total
liabilities, and $14,718,969 in total mandatorily redeemable
preferred stock, resulting in a $14,168,977 shareholders' deficit.

Full-text copies of the Company's consolidated financial
statements as of and for the three months ended August 31, 2009,
are available for free at http://researcharchives.com/t/s?4756

                      Going Concern Doubt

On Sept. 14, 2009, Malin, Bergquist & Company, LLP, in Pittsburgh,
Pennsylvania, expressed substantial doubt about Jacobs Financial
Group, 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 auditing firm
pointed to the Company's significant net working capital deficit
and operating losses.

The Company incurred operating losses (after accretion of
mandatorily redeemable convertible preferred stock, including
accrued dividends) of approximately $3,058,000 and $3,333,000 for
the years ended May 31, 2009, and 2008, and has incurred losses of
approximately $943,000 for the three month period ended August 31,
2009.  The Company expects losses to continue until the
Company's insurance company subsidiary, First Surety Corporation
develops substantial business.

                     About Jacobs Financial

Headquartered in Charleston, West Virginia, Jacobs Financial
Group, Inc. (OTC BB: JFGI) has two segments: investment advisory
services, and surety insurance products and services.

On May 29, 2001, the Company acquired two businesses, FS
Investments, Inc. and Jacobs & Company, in exchange for 75 million
shares of common stock of NELX, Inc., the predecessor of the
Company.  FSI is a holding company that was organized to develop
surety business through the formation or acquisition of
subsidiaries engaged in the issuance of surety bonds
collateralized by investment accounts that are professionally
managed by Jacobs & Co.  Through its wholly-owned subsidiary,
Triangle Surety Agency, Inc., FSI is actively engaged in the
placement with insurance companies of surety bonds, with an
emphasis on clients engaged in regulated industries.

Jacobs & Co. provides fee based investment advisory services to
institutions, companies and individuals, including the Jacobs &
Company Mutual Fund, which was organized in June 2001 as a series
of the Advisors Series Trust.  On June 27, 2005, the Fund was
reorganized as a series of Northern Lights Fund Trust.


JIM L. SHETAKIS: District Court Affirms Lease Assignment
--------------------------------------------------------
WestLaw reports that a creditor was not entitled to equitably toll
the statutory period for commencing an action to set aside the
debtor's unauthorized assignment of a lease and purchase option.
The creditor had actual notice that the debtor had filed a
bankruptcy petition but had not listed it, but took no action to
investigate, despite its knowledge that the debtor owed it money.
There was no evidence that the debtor or any other entity
prevented it from filing suit.  In re Jim L. Shetakis Distributing
Co., --- B.R. ----, 2009 WL 905052 (D. Nev.) (Hunt, C.J.).

Jim L. Shetakis Distributing Co. sought Chapter 11 protection
(Bankr. D. Nev. Case No. 00-17939) on October 18, 2000.  In March
2001, the Debtor assigned all of its rights under a lease and
purchase option to Nevada Lease Option, but never notified
creditors of the transfer as required under 11 U.S.C. Sec.
363(b)(1).

In 2004, one of its creditors, Hunt, Ortmann, Blasco, Palffy &
Rossell, Inc., learned that the transfer to NVLO occurred in 2001
and, beginning in July 2007, sought to have the transfer set
aside.

In the Bankruptcy Court, the Honorable Linda B. Riegle reviewed
the matter and concluded that the Debtor's transfer of the lease
and purchase option was not void, but voidable under 11 U.S.C.
Sec. 549, and that the statute of limitations applicable to
voidable transfers, Sec. 549(d), expired prior to the time Hunt
Ortmann moved the bankruptcy court to set the transfer aside.

In the District Court, Chief Judge Hunt affirmed Judge Riegle's
decision.


KOBRA PROPERTIES: To Sell 31 Real Estate Assets
-----------------------------------------------
Kobra Properties is negotiating an asset purchase agreement and
has filed a motion for order approving sale of certain assets free
and clear of liens, claims and encumbrances and authorizing
assumption and assignment of executory contracts in the United
States Bankruptcy Court for the Eastern District of California,
Sacramento Division.  The Chapter 11 Trustee seeks orders
approving sale procedures with respect to the sale of real
property in two distinct lots, identified as "Subject Properties"
or "Additional Properties", pursuant to Section 363 of the
bankruptcy code.  The Trustee proposes to enter the Sale
Agreements on the Subject Properties as seller on behalf of the
Kobra Properties estate with the "Stalking Horse Buyer" under each
agreement, subject to the overbid and sales procedures which have
been filed with the Bankruptcy Court.  The Stalking Horse bid
currently includes eight (8) properties with bids totaling
$9,942,057 subject to a minimum overbid greater of $10,000 or
2.25% per property.  In order to include The Additional
Properties, the Trustee asks the Court to approve suggested
minimum bid amounts, approve form of the purchase and sale
agreement, approve procedures for the auction, and approve minimum
initial overbid amounts.  The suggested combined minimum bids on
the twenty-three (23) Additional Properties totals $34,412,000 and
may be subject to the addition of other properties.  The Trustee's
ability and intent to sell the Additional Properties is subject to
successful negotiation with the secured lenders to convey these
assets. The Trustee requests the Court to approve the following
timeline:

-- October 27, 2009 - deadline to sign Purchase and Sale
    Agreement;

-- November 3, 2009 - deadline for objections to Bidding
    Procedures and Sale Motion;

-- November 6, 2009 - last day for waiver of all due diligence
    conditions in the purchase and sale agreements with stalking
    horse bidders;

-- November 17, 2009 - hearing on Bidding Procedures and Sale
    Motion;

-- December 3, 2009 - deadline for submittal of bids to be
    considered as Qualified Bids;

-- December 8, 2009 - Sale Auction;

-- December 21, 2009 - Sale Agreement Closing Date.

Interested parties may request additional information and
documentation concerning the assets and the sale by contacting:

Mark F. Thomann
Steven L. Victor
Development Specialists, Inc.,
Suite 2300,
70 West Madison St.,
Chicago, IL 60602
312-263-4141
916-746-0564

                      About Kobra Properties

Headquartered in Roseville, California, Kobra Properties and its
affiliates construct, own, and operate eighty-eight diverse
commercial properties located primarily in California's Central
Valley.  Some of the affiliates operate enterprises, including
franchised restaurants (e.g., Jack in the Box, T.G.I. Friday's,
Qdoba), that are tenants of the debtors.

Kobra filed for Chapter 11 protection on Nov. 25, 2008 (Bankr.
E.D. Calif. Case No. 08-37271).  Leonard M. Shulman, Esq., at
Shulman Hodges & Bastian LLP, represents the Debtors.  Donald W.
Fitzgerald, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, in Sacramento, represents the Chapter 11 Trustee.

The Debtors' schedules show liabilities of $418 million and $665
million in assets, which the Chapter 11 trustee estimates worth
$375 million to $400 million.  The largest creditor is Wells Fargo
Bank, which claims $154 million in its own right and $71 million
as administrative agent and sole lead arranger of a loan
syndicate.


LAKE TAHOE: Selects Yamamoto Law Office as Counsel
--------------------------------------------------
Lake Tahoe Development Co. LLC asks the U.S. Bankruptcy Court for
the Eastern District of California for permission to employ the
Law Offices of Eugene K. Yamamoto as its counsel to provide legal
advise with respect to the confirmation its Chapter 11 plan of
reorganization.

Euqene K. Yamamoto, Esq., and Suzane L. Yamamoto, Esq., charge
$395 and $275 per hour respectively.

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

Based in Zepher Cove, Nevada, Lake Tahoe Development Co., LLC,
operates a real estate business.  The Company filed for Chapter 11
protection on Oct. 5, 2009 (Bankr. E.D. Calif. Case no. 09-41579).
In its petition, the Debtor listed assets between $100,000 and
$500 million, and debts between $50 million and $100 million.


LANDAMERICA FINANCIAL: Extends Term of EVP & CFO G. William Evans
-----------------------------------------------------------------
LandAmerica Financial Group, Inc., extended the employment of
G. William Evans, executive vice president and chief financial
officer of the Company, to assist with matters relating to the
Company's Chapter 11 bankruptcy case.

It is anticipated that Mr. Evans' employment with the Company will
terminate no later than Dec. 31, 2009, unless proceedings in the
Bankruptcy Court make further extensions necessary or advisable.

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LEAR CORP: Files Supplements to Revised 1st Amended Plan
--------------------------------------------------------
On October 12, 2009, Lear Corp. supplemented their First Amended
Joint Plan of Reorganization under Chapter 11 of the Bankruptcy
Code.  The Plan Supplement includes the form of new term loans
agreement, form of exit financing agreement, form of DIP facility
warrant agreement, form of other general unsecured claims warrant
agreement, form of certificate of designation, employee-related
programs, employment agreements, executory contracts and
unexpired leases to be rejected, compensation and benefits
programs to be rejected, registration rights agreement, amended
and restated certificate of incorporation and amended, restated
bylaws, retained causes of action, new board members, management
equity plan, and annual incentive plan.

The Debtors relate that parties-in-interest continue to negotiate
the form of the New Term Loan Agreement, form of exit financing
agreement, form of DIP Facility Warrant Agreement, and will file
the document at a later date prior to the confirmation hearing.

The Debtors tell the Court that they will assume these employee-
related programs:

  * Outside Directors Compensation Plan projected total at
    11/05/09 (interest accounts totaling approximately $440,000)

  * Long-Term Stock Incentive Plan projected total at 11/05/09
    (cash dividend portion totaling approximately $380,000)

  * Management Stock Purchase Plan projected total at 11/05/09
    (notional cash accounts totaling approximately $170,000)

  * Key Management Incentive Plan

  * Valued Employee Plan

  * Qualified Plan (including, without limitation, 401(k) and
    pension plans)

  * Executive Supplemental Savings Plan

  * PSP Excess Plan

  * Supplemental Employee Retirement Program (Pension
    Equalization Program and pension portion of Executive
    Supplemental Savings Plan)

  * Welfare Plans (including, without limitation, Estate
    Preservation Plan)

  * Severance Policy

The Debtors also filed employment agreements with these
individuals as part of the Plan supplement:

  * James M. Brackenbury
  * Shari L. Burgess
  * Wendy L. Foss
  * Terrence B. Larkin
  * Frank C. Orsini
  * Robert E. Rossiter
  * Louis R. Salvatore
  * Raymond E. Scott
  * Matthew J. Simoncini
  * Mel Stephens

The Debtors seek to reject executory contracts and unexpired
leases with:

  * A.D. Becker Living Trust
  * Canal Air, LLC
  * DK-Lear Korea Limited
  * Franklin Mutual Advisers, LLC
  * Gulfstream Aerospace Corporation
  * HCP Properties Inc.
  * IACNA Investors, LLC
  * International Automotive Components Group, LLC;
    International Automotive Components Group, North America,
    Inc.,
    International Automotive Components Group North America, LLC
  * Reyes Automotive Group, LLC
    Reyes Holdings, LLP
  * Rupp & Roach LLC
  * Standard Motor Products, Inc.
  * Standard Motor Products, Inc.
  * Total Employee Assistance & Management, Inc.
  * Toyota Motor Engineering & Manufacturing North America, Inc.
  * WL Ross & Co. LLC

The Debtors also said they will reject these compensation and
benefits programs:

  * Outside Directors Compensation Plan (equity portion)
  * Long-Term Stock Incentive Plan (equity portion and
    performance awards)
  * Management Stock Purchase Plan (equity portion)
  * Annual Incentive Compensation Plan
  * Key Employee Recognition Plan

A full-text copy of the Plan Supplement is available for free at:

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

                        The Chapter 11 Plan

Lear Corp. is scheduled to present its bankruptcy plan for
confirmation on November 5.

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

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

                          About Lear Corp

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

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

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

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

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


LEAR CORP: Oakland County Treasurer Objects to Plan Confirmation
----------------------------------------------------------------
Creditor Oakland Country Treasurer, on behalf of Rochester Hills,
Troy and any other similarly situated municipality within Oakland
County, Michigan, seeks modification of the Debtors' First
Amended Joint Plan of Reorganization to provide for payment of
its claims.

The Oakland County Treasurer is the tax collecting governmental
unit for Oakland County in Michigan.  It is the Treasurer's duty
to collect past due property taxes for the county and various
cities within the County, which accrue on both real and personal
property.

Richard I. Kilpatrick, Esq., at Kilpatrick & Associates, P.C., in
Auburn Hills, Michigan, attorney for Oakland County Treasurer,
complains that the First Amended Plan fails to provide payment of
the Treasurer's claims in a manner not less favorable than the
most favored nonpriority unsecured claim, other than a
convenience class of unsecured claims.  Mr. Kilpatrick adds that
the First Amended plan fails to provide a mechanism permitting
the Treasurer, in the event the Debtors fail to pay its claims in
full within a reasonable period of time or otherwise default on
their obligations to the Treasurer under the Plan, to collect its
debts from the proceeds of the sale of assets or the Debtors'
real or personal property that was not transferred pursuant to
the First Amended Plan.

Thus, Mr. Kilpatrick asks the Court to deny approval of the
Disclosure Statement explaining the First Amended Plan.

                        The Chapter 11 Plan

Lear Corp. is scheduled to present its bankruptcy plan for
confirmation on November 5.

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

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

                          About Lear Corp

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

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

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

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

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


LEAR CORP: Plan Exclusivity Extended Until January 31
-----------------------------------------------------
Lear Corporation and its debtor affiliates obtained an order from
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York extending through January 31, 2010,
their exclusive period to file a plan of reorganization and
extending through March 31, 2010, their exclusive period to
solicit votes on that Plan.

Ryan Blaine Bennett, Esq., at Kirkland & Ellis LLP, in New York,
told the Court that the Debtors have marched towards swift
emergence from Chapter 11 to preserve enterprise value for the
benefit of their estates and stakeholders.  To that end, he
notes, the Debtors already have obtained approval of their
disclosure statement and commenced solicitation of their Chapter
11 plan.

Mr. Bennett related that the Debtors fully anticipate that their
Chapter 11 plan will be confirmed on November 5, 2009, the
currently scheduled confirmation hearing date.  However, he
maintains, because the Plan Filing Exclusivity Period terminates
before the scheduled confirmation hearing date, the Debtors seek
extension of their Exclusivity Periods in the unlikely event that
they do not confirm their Chapter 11 plan and emerge in November.
If that were to occur, the Debtors would need additional time to
renegotiate and finalize the terms of a modified Chapter 11 plan
and potentially re-solicit votes for that Plan's acceptance, Mr.
Bennett added.

                          About Lear Corp

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

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

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

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

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


LIFE SCIENCES: Has MOU to Settle Lawsuit on Lion Merger
-------------------------------------------------------
Life Sciences Research, Inc., reports that, on October 20, 2009,
the Company entered into a Memorandum of Understanding to settle
the litigation pending in New Jersey Superior Court captioned
Berger v. Life Sciences Research, et al. (Chancery Division,
Somerset County, Civil Action No. SOM-C-12006-09) that was filed
with respect to the proposed merger of the Company with Lion
Merger Corp., an entity controlled by Andrew Baker, the Chairman
and Chief Executive Officer of the Company, as contemplated by the
Agreement and Plan of Merger, dated July 8, 2009, as amended, by
and among the Company, Lion Holdings, Inc., and Merger Sub.

The MOU provides, among other things, that in consideration for
full settlement and release of all claims under the Consolidated
Complaint:

     1. The Company agreed to disclose certain additional
        information in the definitive Proxy Statement to be filed
        by the Company regarding the Merger with the Securities
        and Exchange Commission and mailed to the Company's
        stockholders (which agreed upon information has already
        been included in a revised preliminary proxy statement).

     2. Lion Holdings agreed that for the 12-month period
        beginning on the effective date of the Merger, it will
        not, and will cause its controlled affiliates not to,
        consummate (i.e., close) any transaction in which it sells
        90% or more of LSR's assets (as existing on the date of
        consummation of the Merger) to an unaffiliated third
        party, whether by merger, consolidation, or otherwise, for
        an amount representing an enterprise value at such time in
        excess of 125% of the enterprise value of LSR at the time
        of the Merger unless Lion Holdings pays or causes to be
        paid to the settlement class members an amount equal to
        50% of any amount in excess of 125% of the enterprise
        value of LSR at the time of the Merger.

     3. Lion Holdings agreed that the Termination Fee, payable by
        LSR to Lion Holdings pursuant to the Merger Agreement,
        will be reduced from  $2,230,000 to $1,533,333.  The
        Termination Fee is payable under certain circumstances,
        including the termination of the Merger Agreement in
        connection with the receipt of a Superior Proposal by the
        Company.

     4. Defendants in the litigation agree to pay fees and
        expenses of plaintiff's counsel if approved by the Court
        up to a certain capped amount.

Consummation of the Settlement is subject to certain conditions,
including (a) satisfactory completion of reasonable confirmatory
discovery by plaintiffs; (b) drafting and execution of a formal
Stipulation of Settlement and such other documentation as may be
required to obtain final approval by the Court of the Settlement;
(c) consummation of the Merger; and (d) final approval by the
Court of the Settlement and entry of a final order and judgment by
the Court.

In connection with the Settlement, the Company on October 20,
2009, executed Amendment No. 1 to the Merger Agreement, to
incorporate the reduction in the Termination Fee.

The Company has filed with the SEC a revised proxy statement
relating to the special meeting of the Company's stockholders at
which the Company's stockholders will consider and vote upon a
proposal to approve the merger.

A full-text copy of the revised proxy statement is available at no
charge at http://ResearchArchives.com/t/s?4761

As reported by the Troubled Company Reporter on October 22, 2009,
a special meeting of stockholders of Life Sciences will be held on
November 16, 2009, commencing at 10:00 A.M., local time, at 53
Street Urbanizacion Obarrio, Panama, Republic of Panama, to
consider and vote upon a proposal to approve the merger of Lion
Merger with and into the Company pursuant to the terms of the
Agreement and Plan of Merger, dated as of July 8, 2009, among Lion
Holdings, Lion Merger and the Company.

                    About Life Sciences Research

Headquartered in East Millstone, New Jersey, Life Sciences
Research Inc. (NYSE Arca: LSR) -- http://www.lsrinc.net/-- is a
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR operates research facilities in the
United States and the United Kingdom.

As of June 30, 2009, the Company had $183,594,000 in total assets
and $191,293,000 in total liabilities, resulting in $7,699,000 in
stockholders' deficit.


LNR PROPERTY: Bank Debt Trades at 23% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which LNR Property Corp.
is a borrower traded in the secondary market at 77.08 cents-on-
the-dollar during the week ended Friday, Oct. 23, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.25 percentage
points from the previous week, The Journal relates.  The loan
matures on July 11, 2011.  The Company pays 275 basis points above
LIBOR to borrow under the facility.  The bank debt carries Moody's
B3 rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 23, among the 164 loans
with five or more bids.

LNR Property Corp. -- http://www.lnrproperty.com/-- is a real
estate investment and management company spun off from
homebuilding giant Lennar in 1997.  LNR owns and manages a
portfolio of real estate properties and real estate finance
investments (unrated and junk-grade commercial mortgage-backed
securities and collateralized debt obligations, high-yield
mortgage loans, and mezzanine financing).  Its LandSource
Communities Development joint venture with Lennar develops and
sells homes as well as land for residential or commercial use; it
owns Newhall Land and Farming.  LandSource declared bankruptcy in
2008, a victim of the housing downturn.  LNR is a subsidiary of
Cerberus Capital Management, which owns a 75% stake in the company
through LNR Property Holdings.

As reported by the Troubled Company Reporter on Sept. 18, 2009,
Moody's Investors Service downgraded the ratings of LNR Property
Corporation's senior bank credit facility and corporate family
rating to B3 from B2, and placed the ratings under review for
possible downgrade.  The downgrade reflects the accelerated
deterioration in asset quality of the company's CMBS and real
estate investments as a result of the pressures on commercial real
estate fundamentals and the credit markets.


LODGENET INTERACTIVE: Posts $5.0 Million Net Loss in Q3 2009
------------------------------------------------------------
Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
reported revenue of $121.1 million for the third quarter ended
September 30, 2009, compared to $135.3 million in the third
quarter of 2008, and operating income of $5.3 million compared to
operating income of $4.6 million in the third quarter of 2008.
The Company reported a net loss of $5.0 million compared to a net
loss of $6.3 million for the third quarter of 2008.  Net loss
attributable to common stockholders was $6.6 million or $0.30 per
share (basic and diluted) for the third quarter of 2009 compared
to $6.3 million or $0.28 per share (basic and diluted) for the
prior year period.

LodgeNet also reported $16.1 million in free cash flow (defined as
cash provided by operating activities less cash used for investing
activities, including growth-related capital) for the third
quarter of this year compared to $6.2 million in the third quarter
of 2008.

For the third quarter of 2009, cash provided by operating
activities was $20.6 million as compared to $20.9 million in the
third quarter of 2008.  Cash used for property and equipment
additions, including growth related capital, was $4.5 million.  In
July, the Company utilized $27.7 million of the proceeds from the
sale of the convertible preferred stock to repay a portion of the
Term B as required.  In September, LodgeNet made the required Term
B quarterly payment of $1.4 million and also made an optional
payment of $25.0 million.  For the third quarter of 2008, cash
used for property and equipment additions, including growth-
related capital and other investing activities, was $14.7 million.
During the third quarter of 2008, LodgeNet made the required Term
B repayment of $1.6 million and made an optional payment of $5.0
million against the Term B portion of the Credit Facility.  The
leverage ratio at the end of this quarter, calculated on a
consolidated debt basis, was 3.92 times versus the covenant of
4.00 times.  Cash as of September 30, 2009 was $26.1 million.

As of September 30, 2009, LodgeNet had $541.5 million in total
assets against $610.5 million in total liabilities, resulting in
$68.9 million in stockholders' deficiency.

During the quarter, LodgeNet continued with its proactive plan to
moderate capital investment.  For the third quarter of 2009,
LodgeNet installed 4,748 new rooms and converted 6,692 rooms to
our HD and digital platforms as compared to 15,004 new rooms and
12,992 converted rooms during the third quarter of 2008.  New HD
installations comprised 4,641, or 97.7%, of new systems installed
in the current quarter, as compared to 13,574, or 90.5%, of new
rooms, in the third quarter of 2008.  During the quarter, LodgeNet
also converted 6,487 rooms, or 96.9%, to HD as compared to 12,732,
or 98.0%, of converted rooms in the third quarter of 2008.  The
average investment per newly-installed HD room decreased to $237
per room during the third quarter of 2009, from $400 per room
during the third quarter of 2008.

Factors contributing to the $163 decline to LodgeNet's per room
costs include 1) larger average room size for properties
installed, 2) lower allocated overhead costs, and 3) hotels
contributing a greater share of total installation costs.  The
average investment per converted HD room also decreased, by 27.4%,
to $217 during the third quarter of 2009, compared to $299 in the
third quarter of 2008 due to the same general factors.

For the fourth quarter of 2009, LodgeNet expects to report revenue
in the range of $111.0 million to $115.0 million.  Adjusted
Operating Cash Flow in the fourth quarter of 2009 is expected to
be in a range from $26.0 million to $29.0 million while Free Cash
Flow is anticipated to be in a range of $11.0 million to $12.0
million during the period.

Additional guidance information for the fourth quarter of 2009 can
be found in LodgeNet's third quarter 2009 presentation slides,
available at no charge at http://ResearchArchives.com/t/s?4762

"We delivered on our financial guidance for the third quarter as
we continued to proactively manage our business through the
current economic environment," said Scott C. Petersen, LodgeNet
Chairman and CEO.  "Our strategic initiatives, focused on cost
control and diversified revenue growth, are continuing to drive
free cash flow and improvement in our profitability metrics. As a
result, year-to-date income from operations is up more than 180%
and free cash flow has expanded by more than 360% as compared to
the first three quarters of 2008."

"We continue to take a conservative approach in the management of
our balance sheet," said Gary H. Ritondaro, LodgeNet's Chief
Financial Officer.  "In the quarter we decreased long-term debt by
over $54 million and enhanced our debt and interest coverage
leverage ratios; yet, we still had more than $26 million in cash
at quarter's end.  Our operating and cost initiatives are driven
by our focus on increasing free cash flow, which we will continue
to utilize primarily for debt reduction in the near term. Based on
our current cash position and the cash being generated by our
business, we believe we are well positioned to continue
maintaining compliance with our credit facility."

"We did see some signs of improvement in Guest Entertainment
revenue during the quarter, but business travel and capital
spending by our hotel customers continues to be soft," continued
Petersen.  "With our strategic acquisitions in 2007 and the more
efficient operational structure we now have in place, our business
model has significant operating leverage which should produce
benefits as hotel occupancies increase and consumer confidence
returns.  However, because the economic environment remains
uncertain, we will continue to take a conservative approach to
operating our business pending the economic recovery."

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

                           *     *     *

As reported by the Troubled Company Reporter on June 10, 2009,
Moody's affirmed LodgeNet's B3 corporate family rating, Caa1
probability of default rating and SGL-4 speculative grade
liquidity rating (indicating poor liquidity).  The rating
continues to be influenced primarily by liquidity matters stemming
from the company's very limited financial covenant compliance
cushion.


MAMMOTH TEMECULA: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Mammoth Temecula I LLC filed with the U.S. Bankruptcy Court for
the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,200,000
  B. Personal Property              $107,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,218,387
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,466,272
                                 -----------      -----------
        TOTAL                    $10,307,000      $10,684,659

San Juan Capistrano, California-based Mammoth Temecula I LLC filed
for Chapter 11 on Sept. 18, 2009 (Bankr. C.D. Calif. Case No. 09-
31943).  Thomas C. Corcovelos, Esq., represents the Debtor in its
restructuring efforts.


MAMMOTH TEMECULA: Meeting of Creditors Scheduled for October 29
---------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Mammoth Temecula I LLC's Chapter 11 case on Oct. 29, 2009, at
2:30 p.m.  The meeting will be held at 3685 Main St., Suite 300,
Riverside, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

San Juan Capistrano, California-based Mammoth Temecula I LLC filed
for Chapter 11 on Sept. 18, 2009 (Bankr. C.D. Calif. Case No. 09-
31943).  Thomas C. Corcovelos, Esq., represents the Debtor in its
restructuring efforts.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


MAMMOTH TEMECULA: Taps Attorneys at Corcovelos Law as Counsel
-------------------------------------------------------------
Mammoth Temecula I LLC asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Corcovelos
Law Group as general bankruptcy counsel.

The firm will, among other things:

   -- advise the Debtor on the requirements of the Bankruptcy
      Code, the Federal Rules of Bankruptcy procedure, the Local
      Bankruptcy Rules, and the requirements of the U.S. trustee
      pertaining to the administration of the Debtor's estate;

   -- prepare motions, applications, answers, orders, memoranda,
      reports, and papers, etc., in connection with the
      administration of the estate; and

   -- protect and preserve the estate by prosecuting and defending
      actions commenced by or against the Debtor and analyzing,
      and preparing necessary objections to, proofs of claim filed
      against the estate.

Thomas C. Corcovelos, Esq., and attorney at the firm, tells the
Court that the firm received $25,000 retainer.  Mr. Corcovelos
adds that upon completion of its reconciliation of all prepetition
expenses, the firm will true-up its bill and add any amount
remaining after the true-up to the postpetition retainer.

The hourly rates of Corcovelos' personnel are:

     Mr. Corcovelos            $400
     Bahar Geslin              $300
     Paralegals                $200

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

Mr. Corcovelos can be reached at:

     Corcovelos Law Group
     1001 6th St, Ste. 150
     Manhattan Beach, CA 92066
     Tel: (310) 374-0116

                     About Mammoth Temecula I

San Juan Capistrano, California-based Mammoth Temecula I LLC filed
for Chapter 11 on Sept. 18, 2009 (Bankr. C.D. Calif. Case No. 09-
31943).  Thomas C. Corcovelos, Esq. represents the Debtor in its
restructuring efforts.  In its schedules, the Debtor listed
$10,307,000 in assets and $10,684,659 in debts.


MARGAUX WESTOVER: Wants to Hire Pronske & Patel as Counsel
----------------------------------------------------------
Margaux Westover Partners Ltd. and Margaux 24 North Partners Ltd.
ask the U.S. Bankruptcy Court for the Northern District of Texas
for permission to employ Pronske & Patel PC as its counsel.

The firm has agreed to, among other things:

   a) provide legal advice with respect to Debtors' powers and
      duties as debtors in possession in the continued operation
      of their business and the management of their property.

   b) take all necessary action to protect and preserve the
      Debtors estates, including the prosecution of actions on
      behalf of the Debtors, the defense of any actions commenced
      against the Debtors, negotiations concerning litigation in
      which the Debtors are involved, and objections to claims
      filed against the Debtors' estates;

   c) prepare on behalf of the Debtors all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of their estates herein;

   d) assist the Debtors in preparing for and filing disclosure
      statements in accordance with Section 1125 of the Bankruptcy
      Code; and

   e) assist the Debtors in preparing for and filing plans of
      reorganization at the earliest possible date.

The firm's standard hourly rates are:

      partners              $300-$500
      Associates            $160-$195
      Legal Assistants        $100

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

Based in Dallas, Texas, Margaux Westover Partners Ltd. and Margaux
24 North Partners Ltd. filed for Chapter 11 protection on Oct. 6,
2009 (Bankr. N.D. Tex. Case Nos. 09-46378 and 09-46379).  In its
petition, the Debtors listed both assets and debts between
$10 million and $50 million.


MASONITE INT'L: Court Approves Final Fee Applications
-----------------------------------------------------
The Bankruptcy Court has approved the final fee applications of
these professionals retained in the Reorganized Debtors' Chapter
11 cases.  The fee applications cover the period from March 16
through May 19, 2009:

  Professional                             Fees       Expenses
  ------------                             ----       --------
  Perella Weinberg Partners LP         $8,490,322         $600
  (Investment Banker and Financial
  Advisor to the Debtors)

  Kirkland & Ellis LLP                 $1,296,301      $40,406
  (Counsel for the Debtors)

  Alvarez & Mars North America, LLC      $884,701      $32,122
  (Restructuring Advisors to the
  Debtors)

  Richards, Layton & Finger, P.A.         $86,809      $13,471
  (Co-Counsel to the Debtors)

  KPMG LLP                                $83,435           $0
  (Tax Advisors for the Debtors)

To the extent not already paid, the Reorganized Debtors, are
authorized and directed to pay each of the Applicants 100% of the
fees and 100% of the expenses for services rendered and expenses
incurred during the compensation period.

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

At the end of May 2009, the U.S. Court and the Ontario Court
entered orders approving Masonite's restructuring plan.  The
Reorganized Debtors' Plan of Reorganization was declared effective
on June 9, 2009.  All requests for payment of an administrative
claim were due July 24, 2009, which is the date that is 45 days
after the Effective Date.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Post-Confirmation Report for September
------------------------------------------------------
Masonite Corporation and its reorganized debtor affiliates
delivered to the United States Bankruptcy Court for the District
of Delaware a post-confirmation quarterly summary report for the
period from June 29 to September 27, 2009.

The Report is provided to fulfill reporting requirements set
forth by the Office of the United States Trustee.  All
information contained in the Report is unaudited and subject to
future adjustment.

                      Masonite Corporation
                         Balance Sheet
                    As of September 27, 2009

ASSETS:
  Unrestricted Cash and Equivalents              $40,485,000
  Restricted Cash and Equivalents                          0
  Trade receivables net                           87,021,000
  Other receivables                                3,796,000
  Intercompany Receivables - affiliates            1,462,000
  Intercompany Receivables - non-Debtor            2,739,000
  Inventories                                     78,252,000
  Prepaid                                          5,754,000
  Prepaid Retainers                                        0
  Current future tax asset                        10,516,000
                                             ---------------
  Current Assets                                 230,025,000
                                             ---------------
  Land                                             3,841,000
  Buildings & leaseholds                          84,592,000
  Mach & equipment                                         0
  ME - Computer equipment                         15,955,000
  ME - Office equipment                           47,027,000
  ME - Automobiles                                   190,000
  ME - Delivery equipment                            662,000
  ME - Distribution equipment                      5,019,000
  ME - Fixtures and fittings                               0
  ME - Tooling                                     3,406,000
  M&E - Other                                    425,702,000
  Capital Leases                                     119,000
  Less: Accumulated Depreciation                (314,923,000)
                                             ---------------
  Total Property & Equipment                     271,589,000

  Intangibles - Definite life                     40,407,000
  Investment in affiliates                        37,812,000
  Investment in non-Debtor affiliates             10,093,000
  Long-term intercompany advances - affiliates    22,715,000
  Long-term intercompany advances - non-Debtor        38,000
  Long-term receivables                                    0
  Deferred costs                                     375,000
  Long term future tax asset                         (36,000)
                                             ---------------
  Total Assets                                  $613,017,000
                                             ===============

LIABILITIES:
  Liabilities not subject to compromise
  Accounts payable                               $58,532,000
  Long tern debt                                      20,000
  Wages payable                                   19,078,000
  Professional Fees                                        0
  Leases not compromised                             945,000
  Intercompany Payables - affiliates              13,163,000
  Intercompany Payables - non-Debtor affiliates    4,533,000
  Current portion of LTD                              81,000
  Long-term Intercompany Payables - affiliates   276,045,000
  Long-term Intercompany Payables - non-Debtor             0
  Long-term future tax liability                  95,087,000
  Long-term non-controlling interest                       0
  Long-term liability                              9,579,000
                                             ---------------
  Total liabilities not subject
   to compromise                                 477,063,000
                                             ---------------
LIABILITIES & EQUITY:
  Liabilities subject to compromise                4,688,000
                                             ---------------
  Total liabilities                              481,750,000
                                             ---------------
  Equity                                         131,266,000
                                             ---------------
  Liabilities & Equity                          $613,017,000
                                             ===============

                     Masonite Corporation
                Cash Receipts and Disbursements
          From June 29, 2009 through September 27, 2009

Receipts and Disbursements

Receipts
  3rd Party Receipts                             $170,052,000
  Intercompany Receipts                            13,263,000
  Intercompany Funding                                      -

Operating Disbursements
  Employee Related                               (46,210,000)
  Trade                                          (87,056,000)
  Capex                                           (7,346,000)
  Intercompany Trade                             (17,345,000)
  Intercompany Funding                            (5,303,000)
  Other                                          (27,740,000)
                                             ---------------
                                                (190,999,000)

Restructuring Disbursements
  Professionals                                            -
  Other                                             (206,000)
                                             ---------------
                                                    (206,000)

Debt Service Disbursement                            (344,000)

Other                                                       -
                                             ---------------
  Net Cash Generated (Used)                      ($8,234,000)
                                             ===============

Restructuring Disbursements for Professionals under Masonite
International Corporation include payments to professionals not
required to file retention applications and to professionals
under the proceedings under the Canadian Companies' Creditors
Arrangement Act.

As a result of the implementation of the Plan of Reorganization,
Masonite Holding Corporation and Masonite International Inc. were
merged with Masonite International Corporation.  As a result the
balance sheets of these two debtor entities have been eliminated
and have not been presented in the Post-Confirmation Report.

                   Masonite Corporation et al.
                 Disbursements by Legal Entity
             From June 29 through September 27, 2009

                                        Cumulative Post-
  Legal Entity                       Petition Disbursements
  ------------                       ----------------------
  Masonite Corporation                   ($402,238,000)
  Premdor Finance LLC                       (8,545,000)
  Eger Properties                                    -
  WMW, Inc                                           -
  Woodland Millwork I, Ltd                           -
  Masonite Primeboard Inc                   (5,710,000)
  Masonite Corporation
   Foreign Holdings Ltd                              -
  Masonite Holding Company Limited                   -
  Florida Made Door Co                         (36,000)
  Cutting Edge Tooling, Inc                          -
  Pintu Acquisition Company Inc                      -
  Masonite Air LLC                                   -
  Door Installation Specialist Corp.                 -
  Masonite International Corp.            (171,091,000)
  Masonite Holding Corporation                       -
  Masonite International Inc                         -
                                       ----------------
  Total Debtor Disbursements             ($587,620,000)
                                       ================

Entities with no disbursements are inactive entities with no
operating activity; there were no disbursements made by them or
on behalf of them.

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

At the end of May 2009, the U.S. Court and the Ontario Court
entered orders approving Masonite's restructuring plan.  The
Reorganized Debtors' Plan of Reorganization was declared effective
on June 9, 2009.  All requests for payment of an administrative
claim were due July 24, 2009, which is the date that is 45 days
after the Effective Date.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE INT'L: Stipulation Resolving Malio's & Lifestyle Leases
----------------------------------------------------------------
Masonite Corporation entered into a ground lease, dated
November 2, 2004, with Malio's, Inc., for the lease of non-
residential real property located at 301 South Dale Mabry
Highway, in Tampa, Florida.

Masonite entered into an Assignment and Assumption of Ground
Lease, dated July 15, 2008, with Fitness Investors I, LLC --
"Lifestyle" -- pursuant to which Masonite assigned all of its
right, title, and interest under the Lease for the remainder of
the term of the Lease to Lifestyle in return for Lifestyle's
assumption of Masonite's obligations under the Lease.  Pursuant
to the terms of the Lease and the Assignment, Masonite remains
primarily liable under the Lease.

The Reorganized Debtors have asked permission from the Court to
reject the Lease and the Assignment effective as of May 29, 2009.

To resolve the Rejection Motion, the Reorganized Debtors, Malio's
and Lifestyle entered into a Court-approved stipulation agreeing,
among others, that:

  (a) the Rejection Motion is resolved solely with respect to
      the Lease and the Assignment and Masonite will assume its
      obligations under the Lease and Assignment;

  (b) Masonite will remain primarily liable under the terms of
      the Lease to pay to Malio's all of the amounts due to
      Malio's for a period of three years and 11 months from
      July 31, 2009, together with attorney's fees and costs
      incurred by Malio's for the enforcement of Masonite's
      obligations under the Lease;

  (c) in the event and to the extent that Malio's may offer and
      accept any reduction in Rent from Lifestyle, or any other
      person or entity that has direct or indirect control of
      the Leased Property during the Obligation Period, Masonite
      will be entitled to the same reduction in Rent that is
      agreed to by Malio's and Lifestyle during the Obligation
      Period;

  (d) Masonite's obligation to pay Rent will be reduced by the
      payment of rent made to Malio's pursuant to the Lease by
      Lifestyle for the rent due and accruing during the
      Obligation Period;

  (e) in the event Masonite makes any payment of Rent to Malio's
      on account of its obligations under the Stipulation, then,
      if requested by Masonite, Malio's will join in an action
      taken by Masonite against Lifestyle to recover the Rent
      that Masonite has paid to Malio's pursuant to the terms of
      the Stipulation;

  (f) in that event, Masonite will be responsible for Malio's
      direct out-of-pocket expenses and reasonable attorneys'
      fees.  Malio's will cooperate with Masonite in the action
      and Masonite will indemnify and hold Malio's harmless from
      any loss or liability arising out of Malio's being a party
      to the action.  Provided, however, the indemnification
      will be limited to direct out-of-pocket expenses and
      reasonable attorneys' fees incurred by Malio's or assessed
      against Malio's in the action together with any direct out
      of pocket loss or direct out-of-pocket damage suffered by
      Malio's based on a claim by Lifestyle for defamation or
      malicious prosecution; and

  (g) Masonite will have no future obligations, express or
      implied, under the Lease or the Assignment, which become
      due after the expiration of the Obligation Period, and the
      Stipulation will serve to amend Masonite's and only
      Masonite's obligations under the terms of the Lease and
      Assignment accordingly.

If Lifestyle defaults under the terms of the Lease or Assignment
during the Obligation Period, and if Masonite is not in default
of its obligations under the Lease and the Stipulation, then
Masonite will be entitled to exercise any of the rights and
remedies contained in the Assignment, including the right to
terminate the Assignment, and Masonite will be entitled to assign
its right, title, and interest under the Lease to a new party for
the remainder of the initial or extension term of the Lease.  If
Masonite elects either to terminate the Assignment and assign its
right, title, and interest under the Lease, or to terminate the
Assignment and retake possession and then remain in possession
beyond the Obligation Period, then Masonite will remain fully
liable to Malio's under all of the provisions of the Lease until
the expiration of the initial or extension term of the Lease.

Masonite will pay Malio's counsel, Gibbons, Tucker, Miller,
Whatley & Stein, P.A., $28,000 for legal expenses incurred by
Malio's relating to the Motion to Reject and the Stipulation.
Masonite will also pay Lifestyle's counsel, Hill, Ward, Henderson
$2,500 for legal expenses incurred by Lifestyle.

The rights, title, and interest of Lifestyle under the Assignment
and the Lease and Lifestyle's obligations to Malio's will remain
unaffected by the Stipulation, the Motion to Reject and the
Chapter 11 Cases.  Lifestyle has the right to sole and exclusive
possession of the Leased Property pursuant to and subject to the
terms of the Assignment and the Lease.

                  About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The Company provides these products to its customers in
more than 70 countries around the world.  The Company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

At the end of May 2009, the U.S. Court and the Ontario Court
entered orders approving Masonite's restructuring plan.  The
Reorganized Debtors' Plan of Reorganization was declared effective
on June 9, 2009.  All requests for payment of an administrative
claim were due July 24, 2009, which is the date that is 45 days
after the Effective Date.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MAXXAM INC: PCCI Unit in Default, Has Loan From Tourism Fund
------------------------------------------------------------
MAXXAM Inc. reports that its subsidiary Palmas Country Club, Inc.,
is experiencing cash flow difficulties, resulting in a default
under a letter of credit reimbursement agreement for failure to
pay letter of credit fees owed to the Puerto Rico Tourism
Development Fund.

On October 19, 2009, PCCI and TDF entered into a Loan Agreement
under which TDF is providing PCCI a $525,000 non-revolving line of
credit to pay operating expenses.  The facility matures April 20,
2010.

Palmas Country Club, Inc., operates a golf course and country club
at MAXXAM's Palmas del Mar residential and resort development.

                         About MAXXAM Inc.

Houston, Texas-based MAXXAM Inc. (NYSE Amex: MXM) currently
conducts the substantial portion of its operations through its
subsidiaries, which operate in two industries -- Residential and
commercial real estate investment and development (primarily in
second home or seasonal home communities), through MAXXAM Property
Company and other wholly owned subsidiaries of the Company, as
well as joint ventures; and racing operations, through Sam Houston
Race Park, Ltd. a Texas limited partnership wholly owned by the
Company, which owns and operates a Texas Class 1 pari-mutuel horse
racing facility in the greater Houston metropolitan area, and a
pari-mutuel greyhound racing facility in Harlingen, Texas.

As of June 30, 2009, the Company had $370.3 million in total
assets and $778.6 million in total liabilities, resulting in
$408.3 million in stockholders' deficit

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.


MOMENTIVE PERFORMANCE: Bank Debt Trades at 16% Off
--------------------------------------------------
Participations in a syndicated loan under which Momentive
Performance Materials, Inc., is a borrower traded in the secondary
market at 84.56 cents-on-the-dollar during the week ended Friday,
Oct. 23, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.43 percentage points from the previous week, The Journal
relates.  The loan matures on Dec. 5, 2013.  The Company pays 250
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B1 rating and Standard & Poor's CCC- rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Oct. 23, among the 164 loans with five or more bids.

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of June 28, 2009, Momentive had $3.41 billion in total assets
on $3.96 billion in total liabilities, resulting in $551.8 billion
in stockholders' deficit.

The Troubled Company Reporter said September 28, 2009, that
Standard & Poor's Ratings Services placed all its ratings on
Momentive Performance Materials and its subsidiaries on
CreditWatch with positive implications, including the 'CCC-'
corporate credit rating on Momentive Performance Materials.  S&P
believes it is likely that the waiver, together with improving
operating performance, significantly reduces the likelihood of a
near-term covenant breach.  Quarterly EBITDA has been climbing
steadily since reaching a low of about $15 million (as calculated
for bank covenant purposes) in the first quarter of 2009.  It was
$64 million in the second quarter, and management expects it to be
between $84 million and $94 million in the third quarter.


MICHAEL'S STORES: Bank Debt Trades at 11% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 89.31 cents-
on-the-dollar during the week ended Friday, Oct. 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.44
percentage points from the previous week, The Journal relates.
The loan matures on Oct. 31, 2013.  The Company pays 225 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 23,
among the 164 loans with five or more bids.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of May 2, 2009, Michaels Stores had $1.61 billion in total
assets and $4.49 billion in total liabilities.  For the quarter
ended May 2, 2009, the Company posted a $4 million net income on
$852 million in net sales.


METROPCS WIRELESS: Bank Debt Trades at 5.17% Off
------------------------------------------------
Participations in a syndicated loan under which MetroPCS
Communications, Inc., is a borrower traded in the secondary market
at 94.83 cents-on-the-dollar during the week ended Friday, Oct.
23, 2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.56 percentage points from the previous week, The Journal
relates.  The loan matures on Oct. 11, 2013.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's Ba3 rating and Standard & Poor's BB- rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Oct. 23, among the 164 loans with five or more bids.

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest.  The Company provides an array of wireless
communications services to its subscribers on a no long-term
contract, paid-in-advance, flat-rate, unlimited usage basis.  As
of Dec. 31, 2008, it had approximately 5.4 million subscribers in
eight states.

MetroPCs carries 'B' issuer credit ratings from Standard & Poor's.


MICHELLE KALMAN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Michelle L. Kalman
           dba Nantucket Knights
        PO Box 2164
        Nantucket, MA 02584

Case No.: 09-19997

Chapter 11 Petition Date: October 21, 2009

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

Judge: William C. Hillman

Debtor's Counsel: John A. Ullian, Esq.
                  Law Offices of Ullian & Assoc.
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  Email: karen@ullianlaw.com

                  Leonard Ullian, Esq.
                  The Law Office Of Ullian & Associates
                  220 Forbes Road, Suite 106
                  Braintree, MA 02184
                  Tel: (781) 848-5980
                  Email: karen@ullianlaw.com

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

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

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


MOLEHEAD CONSTRUCTION & BORING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------------
Debtor: Molehead Construction & Boring, Inc.
        15A Hargrove Grade
        Palm Coast, FL 32137

Bankruptcy Case No.: 09-15894

Chapter 11 Petition Date: October 21, 2009

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

Debtor's Counsel: Scott W. Spradley, Esq.
                  Law Offices of Scott W. Spradley PA
                  109 South 5th Street
                  Flagler Beach, FL 32136
                  Tel: (386) 693-4935
                  Fax: (386) 693-4937
                  Email: spradleylaw@gmail.com

Estimated Assets: $0 to $50,000

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 Christopher S. Horton, president of the
Company.


MONEYGRAM INT'L: Has Separation Deal and Release with Ex-CEO Ryan
-----------------------------------------------------------------
Anthony P. Ryan, the former President and Chief Executive Officer
of MoneyGram International, Inc., and MGI have entered into a
Separation Agreement and Release of All Claims , dated as of
October 21, 2009, providing that Mr. Ryan's employment with MGI
was terminated without "Cause" -- as such term is defined in MGI's
Special Executive Severance Plan (Tier I) as of September 1, 2009.

Contingent upon Mr. Ryan signing a release of claims, Mr. Ryan
will receive benefits (i) $950,000 as salary severance payable in
a lump sum on the first business day of the seventh month
following the Separation Date; (ii) $1,189,258 as bonus severance
under MGI's Management and Line of Business Incentive Plan payable
in a lump sum on the first business day of the seventh month
following the Separation Date; (iii)(x) provided that MGI actually
achieves the requisite criteria to make awards for 2009 under the
MIP or the Board of Directors of MGI (or the appropriate
committee) authorizes MGI to make awards for 2009 under the MIP
and (y) MGI in fact makes awards for 2009 under the MIP to all or
substantially all of the MGI Executive Committee for such year, a
prorated MIP award for 2009 (not to exceed 75% of Mr. Ryan's
annual target incentive opportunity for 2009) payable on the date
payments are made to the other MIP participants; (iv) an increase
in the special retirement benefits under the MoneyGram
Supplemental Pension Plan approximating the incremental amount of
the retirement benefits that would have been payable to Mr. Ryan
under the SERP if Mr. Ryan's employment had continued through
March 24, 2011, payable over 10 years commencing when Mr. Ryan
first attains retirement age; (v) continuation of medical, dental
and life insurance coverage through March 31, 2011; (vi)
outplacement services for two years following the Separation Date;
(vii) financial counseling benefits; and (viii) cashless exercise
of any vested MGI stock option rights.

The Separation Agreement also provides that if the payments to Mr.
Ryan under the Separation Agreement cause Mr. Ryan to be subject
to an excise tax under Section 4999 of the Internal Revenue Code
of 1986, MGI will pay Mr. Ryan a tax "gross-up" payment in an
amount sufficient to allow Mr. Ryan to pay all excise taxes
without a reduction in severance benefits.  In addition, the
Separation Agreement provides for mutual non-disparagement
obligations and provides that Mr. Ryan continues to be bound by
the obligations set forth in the Employee Trade Secret,
Confidential Information and Post-Employment Restriction Agreement
between Mr. Ryan and MoneyGram Payment Systems, Inc.

The Separation Agreement further provides that Mr. Ryan and MGI
will enter into a Consulting Agreement in substantially the form
attached to the Separation Agreement.  Pursuant to the Consulting
Agreement, for a period of 120 days from the effective date of the
Consulting Agreement, Mr. Ryan will provide MGI consulting
services relating to certain projects.  The Consulting Agreement
provides that the consulting services will not exceed a total of
60 hours, and MGI will pay Mr. Ryan at the rate of $500 per hour
in consideration of the consulting services.

                   About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 180,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

As of June 30, 2009, the Company had $6,221,272,000 in total
assets and $6,244,573,000 in total liabilities, resulting in
$823,388,000 in stockholders' deficit.


MONEYGRAM INT'L: Reaches Deal with Federal Trade Commission
-----------------------------------------------------------
MoneyGram International Inc. entered into an agreement with the
Federal Trade Commission to make certain enhancements to its
consumer anti-fraud program to further combat consumer fraud
perpetrated by criminals who use MoneyGram's services illegally.

"At MoneyGram, we take the issue of consumer fraud very seriously.
Our ability to provide safe and reliable money transfer services
for our consumers is critically important," said Pamela H.
Patsley, MoneyGram chairman and CEO.  "MoneyGram has committed
extraordinary resources to building a state-of-the-art consumer
anti-fraud program."

The company has begun implementing new systems and processes to
further bolster consumer protection, which have been effective at
stopping millions of dollars in fraudulent transactions every
year.

"While we don't agree with the FTC's allegations regarding our
fraud prevention in the past, we can agree on fraud prevention
today and in the future," said Ms. Patsley. "We don't want our
customers being victimized by third-party fraud. What we are
announcing today with the FTC is our commitment to enhance our
already comprehensive efforts to combat fraud and ensure our
customers can continue to rely on MoneyGram for safe, reliable
money transfer services."

MoneyGram provides consumer warnings about the latest scams on its
Web site and money transfer send-forms, and through its 24-hour
customer service center.  The company also works closely with
local, state, federal and international law enforcement to combat
this global criminal activity.

"We are committed to be vigilant in our efforts in protecting our
customers from fraudulent activity," said Ms. Patsley. "Ensuring
safe and reliable money transfers for our customers all over the
world is at the forefront of all we do."

As part of its agreement with the FTC, the company has also agreed
to pay $18 million into an FTC-administered fund to refund
consumers who have been victimized through third-party fraud.

                   About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 180,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

As of June 30, 2009, the Company had $6,221,272,000 in total
assets and $6,244,573,000 in total liabilities, resulting in
$823,388,000 in stockholders' deficit.


MORRIS PUBLISHING: Has Until Oct. 27 to Execute Plan Support Deal
-----------------------------------------------------------------
Morris Publishing Group, LLC, 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 75% of the outstanding $278,478,000
aggregate principal amount of Morris Publishing's 7% Senior
Subordinated Notes Due 2013, on October 23, 2009, entered into
Amendment No. 15 to the Forbearance Agreement dated February 26,
2009, with respect to the indenture to the Notes.

Amendment No. 15 extends the deadline to execute a Plan Support
Agreement with the ad hoc committee of holders of the Notes until
5:00 p.m. EDT on October 27, 2009.

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 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.

Under Amendment No. 15, 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
and Restated Credit Agreement, dated as of October 15, 2009,
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 if Morris Publishing has not entered into a Plan Support
Agreement by the Support Agreement Deadline, or at 5:00 p.m. EDT
on October 30, 2009, if Morris Publishing has not launched the
exchange offer solicitation process.

On Friday, Morris Publishing and Morris Publishing Finance, as
issuers, and all other subsidiaries of Morris Publishing, as
subsidiary guarantors, also entered into Amendment No. 2 to the
Term Sheet with the Holders of more than 75% of the Notes,
extending the deadline to execute a Plan Support Agreement until
5:00 p.m. EDT on October 27, 2009.

As reported by the Troubled Company Reporter on October 23, 2009,
Morris Publishing 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.

A full-text copy of the Amended Credit Agreement is available at
no charge at http://ResearchArchives.com/t/s?4746

                     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.


MURRAY ENERGY: S&P Affirms 'B+' Rating on $500 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
issue-level rating on Murray Energy Corp.'s proposed $500 million
senior secured notes due 2015.  The amount has been increased from
the previously proposed $440 million.  The recovery rating remains
'2', indicating its expectation of substantial (70%-90%) recovery
in the event of a payment default, despite the upsizing.

The company will use the proceeds from the proposed notes--
combined with excess cash balances--to repay outstanding amounts
under its existing senior secured credit facility.
The 'B' credit rating on Murray reflects the combination of its
vulnerable business risk profile and aggressive financial risk
profile.  The rating is also based on its relatively small size,
lack of operating diversity, high customer concentration, and high
debt levels.  Still, the company maintains a relatively favorable
cost profile and benefits from long-term contracts, and S&P
expects that it will maintain appropriate liquidity for the
rating.

The stable outlook reflects its expectation that despite lower
demand for coal because of recession-induced declines in
electricity consumption, Murray's credit measures will remain at a
level S&P would consider appropriate for a 'B' rating.
Specifically, S&P expects its 2010 adjusted debt to EBITDA to be
about 4.5x, driven by a decline in 2010 EBITDA of more than 60% --
to about $115 million -- as a result of lower production.

S&P would consider a negative rating action if, as a result of
deterioration in operating performance during the next several
quarters, the company's credit measures weaken to a level that S&P
would consider inconsistent with the current 'B' rating.
Specifically, if adjusted debt to EBITDA were to exceed and likely
remain at more than 5.5x, which could occur if electricity
consumption continues to decline, resulting in an extended decline
in coal prices.  A positive rating action, though less likely in
the near term given recent production curtailments and coal price
weakness, could occur if coal demand increases faster than
expected and results in higher coal prices and increased
production.

                           Ratings List

                        Murray Energy Corp.

        Corporate credit rating                 B/Stable/--

                         Ratings Affirmed

                        Murray Energy Corp.

            $500M senior secured notes              B+
            Recovery rating                         2


MXENERGY HOLDINGS: June 30 Balance Sheet Upside-Down by $72.1MM
---------------------------------------------------------------
Mxenergy Holdings Inc. filed with the Securities and Exchange
Commission on October 13, 2009, its annual report on Form 10-K for
the fiscal year ended June 30, 2009.

Mxenergy reported a net loss of $110.2 million on sales of natural
gas and electricity of $789.8 million for the year ended June 30,
2009, compared with net income of $24.8 million on sales of
natural gas and electricity of $752.3 million for the year ended
June 30, 2008.

Total gross profit before unrealized losses from risk management
activities were $120.2 million during fiscal 2009 compared with
$115.5 million during fiscal 2008.  The natural gas segment
contributed approximately $98.0 million to gross profit before
unrealized losses from risk management activities, a decrease of
$7.3 million, or 7%, when compared to fiscal year 2008.  The
electricity segment contributed $22.2 million to gross profit, an
increase of $12.0 million, or 117%, when compared to fiscal year
2008.

Unrealized losses from risk management activities were
$87.6 million during fiscal year 2009, compared with unrealized
gains of $67.2 million during fiscal year 2008.

Primarily as a result of higher unrealized losses from risk
managemenent activities during fiscal year 2009, gross profit
decreased to $32.6 million during the current fiscal year,
compared with gross profit of $182.7 million during fiscal year
2008.

Total operating expenses were $114.8 million during fiscal year
2009, compared with $106.6 million during fiscal year 2008.  The
Company reported an operating loss of $82.1 million during fiscal
year 2009, compared with an operating profit of $76.0 million
during fiscal year 2008.

Interest expense, net was $45.3 million during fiscal year 2009,
compared with $34.1 million during fiscal year 2008.

Income tax benefit was $27.2 million during fiscal year 2009,
compared with income tax expense of $17.2 million during fiscal
year 2008.

The Company's effective tax rate for fiscal year 2009 was reduced
to a benefit of 21.4% for fiscal year 2009 from a charge of 40.9%
for fiscal year 2008, primarily due to the impact of a valuation
allowance recorded at June 30, 2009, against deferred tax assets
and changes in the mix and amounts of permanent differences and to
a lower state statutory tax rate as a result of income
apportionment for the states in which the Company does business.

                          Balance Sheet

At June 30, 2009, the Company's consolidated balance sheets showed
$259.1 million in total assets, $276.6 million in total
liabilities, and $54.6 million in redeemable convertible preferred
stock, resulting in a $72.1 million shareholders' deficit.

A full-text copy of the Company's annual report for the fiscal
year ended June 30, 2009, is available for free at:

              http://researcharchives.com/t/s?475f

                 Liquidity and Capital Resources

As of June 30, 2009, and through September 21, 2009, the Company
relied on the following credit and commodity hedging arrangements
to provide the liquidity necessary for operation of its natural
gas and electricity businesses:

  -- The Revolving Credit Facility was used primarily to post
     letters of credit required to effectively operate within the
     markets that the Company serves;

  -- The Hedge Facility was used as the Company's primary facility
     to economically hedge variability in the cost of natural gas;
     and

  -- Commodity derivative arrangements with various counterparties
     were used to economically hedge variability in the cost of
     electricity.

A sharp drop in natural gas market prices during the six months
ended December 31, 2008, resulted in a significant reduction in
the natural gas inventory component of the available borrowing
base under the Revolving Credit Facility.  The reduced borrowing
base strained the Company's ability to post letters of credit as
collateral with suppliers and hedge providers, caused defaults of
certain financial covenants included in the agreement that
governed the Revolving Credit Facility, prompted downgrades in the
Company's credit ratings and ultimately resulted in the Company
seeking and obtaining material waivers of debt covenants and
defaults and amendments to the agreement that governed the
Revolving Credit Facility and the Hedge Facility.  Such amendments
had the following material direct impacts on the Company's
liquidity position:

  -- The maturity dates of the Revolving Credit Facility and Hedge
     Facility were extended to September 2009.

  -- The maximum amount that could be borrowed under the Revolving
     Credit Facility was reduced from $280.0 million at June 30,
     2008, to $115.0 million at June 30, 2009, and $94.0 million
     effective July 31, 2009.

  -- The Company was required to actively seek a new facility to
     replace the Revolving Credit Facility and Hedge Facility.

  -- During fiscal year 2009, the Company paid approximately
     $8.7 million of fees related to all amendments and
     extensions, which were deferred on the consolidated balance
     sheet and are being amortized as an increase to interest
     expense over the remaining terms of the Revolving Credit
     Facility and Hedge Facility.  During fiscal year 2009, the
     Company recorded approximately $7.5 million of incremental
     interest expense resulting from amortization of these
     deferred costs.

On September 22, 2009, the Company consummated a debt and equity
restructuring (the "Restructuring"), which was intended to reduce
the Company's debt exposure and interest expense, improve
liquidity and improve the Company's financial and operational
flexibility.  As a result of the Restructuring, the Company
significantly decreased its outstanding debt obligations, which
will result in lower debt service requirements for fiscal year
2010 and future years.  In addition, the Revolving Credit Facility
and Hedge Facility were replaced by the Commodity Supply Facility.
The Commodity Supply Facility provides the Company with a stable
source of liquidity for a minimum of three years with an
investment grade counterparty.

During the fiscal year ended June 30, 2009, the Company's cash and
cash equivalents decreased $48.7 million to a balance of
$23.3 million at the end of the period.  Approximately
$48.1 million of cash was used for operating activities during
fiscal year 2009, which reflects a $39.5 million change from the
$8.6 million used in operations for fiscal year 2008.  As a result
of various amendments to the agreement that governs the Revolving
Credit Facility during fiscal year 2009, the Company was required
to transfer $75.0 million of cash to a restricted account to
maintain as collateral for obligations under the Revolving Credit
Facility, which resulted in a corresponding reduction in cash and
cash equivalents.  This transfer to restricted cash was partially
offset by a $17.6 million increase in cash from operations and by
a $9.0 increase in operating cash from changes in customer
accounts receivable, natural gas inventories and other working
capital activity.

During fiscal year 2009, cash was also used in or provided by the
following material investing and financing activities:

  -- $15.3 million was used for investment in customer acquisition
     costs throughout fiscal 2009;

  -- $12.0 million was provided by borrowings under the Denham
     Credit Facility in September 2008;

  -- $10.4 million was provided by Bridge Financing under the
     Revolving Credit Facility in November 2008, of which
     $5.0 million was repaid in April 2009.

At June 30, 2009, the total availability under the Revolving
Credit Facility was $147.8 million, of which the maximum the
Company could utilize was $115.0 million as a result of amendments
to the Revolving Credit Facility during fiscal year 2009.  As of
June 30, 2009, $96.3 million of availability was utilized in the
form of outstanding letters of credit.  During the fiscal year
ended June 30, 2009, the Company drew $30.0 million of cash
advances under the Revolving Credit Facility, all of which was
repaid prior to June 30, 2009.  Total interest expense associated
with these cash borrowings was less than $100,000 for the fiscal
year ended June 30, 2009.

                         About MXenergy

MXenergy Holdings, Inc. -- http://www.mxenergy.com/-- is one of
the fastest growing retail natural gas and electricity suppliers
in North America, serving roughly 500,000 customers in 39
utility territories in the United States and Canada.  The Company
was founded in 1999 to provide natural gas and electricity to
consumers in deregulated energy markets.  MXenergy is a member of
the Chicago Climate Exchange and an Energy Star Partner.

The Company has indicated in a regulatory filing with the
Securities and Exchange Commission that if its restructuring
efforts are not successful, it intends to explore all other
alternatives, but would likely be required to commence a
bankruptcy proceeding.


NCI BUILDING: S&P Raises Corporate Credit Rating to 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Houston-based metal building components manufacturer NCI
Building Systems Inc. to 'B+' from 'SD' (selective default).  At
the same time, S&P affirmed its 'B+' issue-level rating on the
company's $150 million senior secured term loan.  The recovery
rating on this loan remains at '3', indicating S&P's expectation
for meaningful (50% to 70%) recovery for lenders in the event of a
payment default.  The rating outlook is stable.

"The upgrade follows the conclusion of S&P's review of the
company's new capital structure upon completion of its
recapitalization," said Standard & Poor's credit analyst Thomas
Nadramia.  The restructuring included the settlement of its debt
tender offer for its convertible notes, which S&P had viewed as
being tantamount to default given the company's distressed
financial condition.  The new capital structure reflects
substantially reduced debt balances-by nearly 70% to approximately
$150 million.  S&P considers the resulting credit measures to be
acceptable for the rating, with adjusted debt to EBITDA of
approximately 4x and EBITDA to interest of approximately 2x,
despite EBITDA falling by nearly 80% over the past year.  The
rating also takes into account the company's improved liquidity
position.  NCI has extended its debt maturities for several years
by entering into a new $125 million asset-based revolving credit
facility, which S&P expects to remain fully available over the
immediate term given its operating assumptions.  The company also
has an estimated $60 million in cash balances.  S&P expects these
measures, in combination with management's continued cost control
efforts, to allow the company somewhat greater capacity to weather
the downturn over at least the next several quarters.

S&P expects NCI's improved capital structure, better liquidity
position, competitive cost structure, and positive cash generation
to allow it to maintain credit measures at an appropriate level
for the rating despite weaker end markets in 2010.  Given S&P's
operating assumptions of $30 million to $35 million in EBITDA for
next year, S&P expects total adjusted debt to EBITDA to remain in
the 4x to 5x area and EBITDA coverage of interest to be in the
1.75x to 2.25x area during 2010.  In addition, with more than
$60 million of balance sheet cash, adequate availability under its
asset-based revolving credit facility, and no near-term
maturities, S&P expects NCI will maintain sufficient liquidity
until end-market demand returns to more normal levels, which S&P
does not expect to occur until 2011.  S&P could take a negative
rating action if 2010 operating conditions turn more challenging
than S&P currently expect, resulting in EBITDA declining to below
$20 million and cash eroding to below $25 million, thereby placing
the company at risk of violating the leverage covenant governing
its bank facility.  Although S&P not expect to take a positive
rating action in the near term, S&P could consider one if
operating results exceed expectations, leading to EBITDA levels
that would reduce leverage below 3.5x.


NEW FRONTIER: Posts $2.5 Million Net Loss in 2009 Second Quarter
----------------------------------------------------------------
New Frontier Energy, Inc., reported a net loss of $2,484,579 on
operating revenues of $64,667 for the second quarter ended
August 31, 2009, compared with a net loss of $1,770,195 on
operating revenues of $330,883 in the corresponding period last
year.

For the six months ended August 31, 2009, the Company reported a
net loss of $3,500,909 on operating revenues of $190,321, compared
with a net loss of $2,930,493 on operating revenues of $828,730 in
the corresponding period last year.

Oil and gas revenues during the three months ended August 31,
2009, were $14,560 compared with $279,775 during the three months
ended August 31, 2008, a decrease of $265,215 or 95%.  The Company
disclosed that substantially all of its production was curtailed
during the period as a result of liquidity constraints.
Furthermore, the average gas sales price decreased by 70% to $2.46
per mcf during the three months ended August 31, 2009, as compared
to $8.16 per mcf during the three months ended August 31, 2008.

General and administrative expenses for the three months ended
August 31, 2009, were $1,013,719 compared with $578,026 in the
three months ended August 31, 2008, an increase of $435,693 or
75%.

                         Balance Sheet

At August 31, 2009, the Company's consolidated balance sheet
showed total assets of $15,504,975, total liabilities of
$5,920,797, and shareholders' equity of $9,584,178.

The Company's consolidated balance sheet at August 31, 2009, also
showed strained liquidity with $2,137,413 in total current assets
available to pay $5,630,797 in total current liabilities.

Full-text copies of the Company's consolidated financial
statements as of and for the second quarter ended August 31, 2009,
are available for free at http://researcharchives.com/t/s?4752

                Liquidity and Capital Resources

During the six months ended August 31, 2009, the Company
experienced a liquidity shortage and curtailed certain activities
to conserve cash.  The principal source of funds during the period
was $1,000,000 proceeds from the sale of certain assets to Entek
GRB LLC.

The Company says its working capital requirements are expected to
increase in line with the planned growth of its business.  The
Company says it has no lines of credit or other bank or off
balance sheet financing arrangements.

The Company believes that the plan of operations for the next
twelve months will require additional capital of approximately
$2,000,000 to fund general administrative and other costs.  The
Company believes that current cash balances plus cash flow from
operations plus commitments from Entek will not be sufficient to
fund its capital and liquidity needs for the next twelve months.

As of August 31, 2009, the Company had a cash balance of $487,508
and a working capital deficiency of $3,493,384.

Net cash used in operating activities during the six months ended
August 31, 2009, was $1,102,370 compared to $291,622 during the
comparable period of 2008, an increase of $810,748.

Investing activities provided net cash of $980,292 during the six
months ended August 31, 2009, and used net cash of $1,541,226
during the six months ended August 31, 2008.

Financing activities used net cash of $246,889 during the six
months ended August 31, 2009, primarily for payments on the
Steamboat mortgage.  During the comparable period of 2008,
financing activities provided net cash of $1,550,713, primarily
from the exercise of warrants.

                        Going Concern Doubt

On May 20, 2009, Stark Winter Schenkein & Co., LLP, in Denver,
Colorado, expressed substantial doubt about New Frontier Energy,
Inc.'s ability to continue as a going concern after auditing the
Company's consolidated financial statements as of and for the
years ended February 28, 2009, and Feb. 29, 2008.  The auditing
firm pointed to the Company's significant losses from operations
and working capital deficiency.

                       About New Frontier

Based in Littleton, Colorado, New Frontier Energy Inc. (OTC: NFEI)
is a domestic energy company engaged in the exploration for, and
development of, oil and natural gas reserves operating primarily
in Colorado and Wyoming.  The Company currently owns an interest
in five oil and gas prospects, three of which are undeveloped.
Recently, the Company entered into an agreement with Entek GRB LLC
under which Entek can acquire up to 55% of the Company's interest
in oil and gas properties and certain other assets.


NEWPORT BONDING: A.M. Best Cuts Issuer Credit Ratings to 'bb'
-------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit ratings to "bb" from
"bbb-" of Newport Bonding and Surety Company (Newport) (Hato Rey,
PR).  The outlook for all ratings is negative.

The rating actions reflect Newport's weakened overall
capitalization, which is reflective of poor operating performance
and continued stockholder dividends that were paid over the past
five years.  The Company has reported increased underwriting
losses in recent years due to higher claim frequency associated
with earlier accident years, elevated commission expenses and
reduced premium volume.

Partially offsetting these negative factors are the corrective
actions implemented by management including the non-renewal of
unprofitable business, as well as utilizing Newport's subrogation
rights to recover losses stemming from prior year policies.
Nevertheless, the outlook reflects the significant reduction in
overall capitalization and expectations for continued weak
operating performance over the near term.


NOVELIS INC: Bank Debt Trades at 10% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Novelis, Inc., is
a borrower traded in the secondary market at 90.41 cents-on-the-
dollar during the week ended Friday, Oct. 23, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.41 percentage points
from the previous week, The Journal relates.  The loan matures on
July 6, 2014.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  The bank debt is not rated by Moody's
while it carries Standard & Poor's BB- rating.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 23, among the
164 loans with five or more bids.

As stated by the Troubled Company Reporter on Aug. 7, 2009,
Standard & Poor's Ratings Services assigned its 'B-' debt rating
to Novelis, Inc.'s proposed US$185 million senior unsecured notes
due 2015.  At the same time, S&P assigned a recovery rating of '6'
to the notes, indicating S&P's expectation of negligible (0%-10%)
recovery in a default scenario.

The TCR also said that Moody's Investors Service affirmed Novelis,
Inc's B2 corporate family rating, B2 probability of default
rating, and the Ba3 rating on the senior secured revolver and term
loan, as well as the Ba3 rating on Novelis Corporation's senior
secured term loan.  At the same time, Moody's downgraded the
rating on the 7.25% senior notes to Caa1 from B3 and assigned a
Caa1 rating to Novelis Inc's new note issue maturing February 15,
2015.  The rating outlook is negative.

Moody's last rating action on Novelis was January 30, 2009 when
the company's ratings were downgraded (corporate family rating to
B2 from B1)

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  For the fiscal year ended
March 31, 2009, the company had total shipments of approximately
2,943 kilotonnes and generated $10.2 billion in revenues.


NTK HOLDINGS: To Seek Confirmation of Plan on December 4
--------------------------------------------------------
NTK Holdings Inc. and its affiliates will seek approval of their
prepackaged Chapter 11 plans of reorganization at a confirmation
hearing scheduled for December 4.

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.  Holders of indebtedness under NTK
Holdings' Senior Unsecured Credit Facility, however, did not
accept the Prepackaged Plans.  Nevertheless, NTK Holdings intends
to seek confirmation of the Prepackaged Plans through the cram-
down process.

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.

On its effective date, following its confirmation by the
Bankruptcy Court, the Prepackaged Plans provide for these
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.


NTK HOLDINGS: Receives Court Approval for First Day Motions
-----------------------------------------------------------
Nortek, Inc., said that it and its domestic subsidiaries received
approval from the United States Bankruptcy Court for the District
of Delaware of several first-day motions, including interim
authorization to pay trade creditor balances that were incurred
prior to the Debtor's Chapter 11 filings on October 21, 2009.  New
trade balances will be paid in the ordinary course of business.
The Bankruptcy Court also authorized the Debtors to pay all
salaries and wages to their employees earned and unpaid as of the
filings.  The Court also approved the Debtor's ability to honor
all customer programs, including product warranties, in the
ordinary course of business.  In addition, the Bankruptcy Court
approved an order authorizing the Debtors to use their cash on
hand for the operation of business in the normal course.  As of
the date of the filings, Nortek and its subsidiary companies had
cash on hand of approximately $125 million.

As previously announced, Nortek has obtained a commitment for a
$250 million asset-backed credit facility which will be available
when the Debtors emerge from bankruptcy.

Additionally, the Bankruptcy Court scheduled the confirmation
hearings for the Debtors' prepackaged plans of reorganization for
December 4, 2009.  Accordingly, the Debtors expect to emerge from
bankruptcy by year-end.

"We are pleased that the Bankruptcy Court has granted these
authorizations so that we can operate our business in the normal
course without disruption while we complete this expedited
'prepackaged' Chapter 11 process", said Richard Bready, Chairman
and Chief Executive Officer.  "The liquidity resulting from our
ability to use our cash on hand and cash flow from operations will
be more than adequate to fund our projected cash needs."

                        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.


NTK HOLDINGS: Moody's Cuts Probability of Default Rating to 'D'
---------------------------------------------------------------
Moody's Investors Service lowered NTK Holdings, Inc.'s Probability
of Default to D from C following the recent announcement by
Nortek, Inc. that it and its domestic subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  NTK Holdings, Inc., Nortek, Inc.'s ultimate
parent holding company, also filed voluntary petitions for
reorganization.  Nortek and its subsidiaries will continue to
operate their business in the ordinary course throughout the
Chapter 11 process.  Subsequent to this rating action, Moody's
will withdraw all of Nortek's ratings shortly.

These specific rating actions were taken:

NTK Holdings, Inc.

  -- Corporate Family Rating of Ca left unchanged;

  -- Probability of Default Rating lowered to D from C; and,

  -- $396.1 million Senior Discount Notes due 2014 left unchanged
     at C (LGD5, 89%).

Nortek, Inc.

  -- $743.5 million Senior Secured Notes due 2013 left unchanged
     at Caa2 (LGD2, 24%); and,

  -- $625.0 million Senior Subordinated Notes due 2014 left
     unchanged at Ca (LGD4, 65%).

The last rating action was on September 22, 2009, at which time
Moody's lowered NTK Holdings, Inc.'s Corporate Family Rating to
Ca.

NTK Holdings, Inc., headquartered in Providence, Rhode Island, is
a diversified manufacturer of branded, residential and commercial
ventilation, HVAC, and home technology convenience and security
products.  Its products include range hoods and other ventilation
products, heating and air conditioning systems, indoor air quality
systems, and home technology products.  Revenues for the last
twelve month through July 4, 2009, totaled approximately
$2.0 billion.


NUTRACEA: Perry-Smith LLP Raises Going Concern Doubt
----------------------------------------------------
Perry-Smith LLP expressed substantial doubt about NutraCea's
ability to continue as a going concern after auditing the
Company's consolidated financial statements as of and for the
years ended December 31, 2008 and 2007.  The auditing firm said
that the Company has suffered recurring losses and negative cash
flows from operations resulting in an accumulated deficit of
$133,136,000.

The Company reported a net loss of $64.6 million for the year
ended December 31, 2008, compared to a net loss of $18.0 million
in 2007.

For the period ended December 31, 2008, total revenues were
$35.2 million compared to $12.7 million in the comparable period.
This represents an increase of $22.5 million or 177%.  The
acquisition of Irgovel contributed revenues of $20.2 million.  The
NutraCea segment experienced an increase in total revenue of
$2.3 million or 18%.  The increase in revenue in the NutraCea
segment is primarily due to increased sales in the Company's core
stabilized rice bran ("SRB") product lines and the recognition of
RiceNShine revenue in 2008 associated with the bill and hold
transaction originally recorded in 2007.

Royalty, label and licensing fees revenue for the period ended
December 31, 2008, was $48,000 compared to $340,000 in the
comparable period.

Cost of goods sold for the period ended December 31, 2008, was
$30.4 million as compared to $8.9 million for the period ended
December 31, 2007.

Gross profit for the period ended December 31, 2008, was
$4.8 million as compared to $3.8 million for the period ended
December 31, 2007.  The acquisition of Irgovel contributed
$4.4 million to gross profit.  The NutraCea segment contributed
$390,000 to gross profit.  The decrease in the NutraCea segment
was primarily due to historically high raw bran prices, higher
energy and transportation costs, continued investment in
production capacity, low capacity utilization rates, charges
related to slow moving product, and the phasing out of the high
margin infomercial product line.  Gross margins were 14% for the
period ended December 31, 2008, as compared to 30% for the
comparable period ended December 31, 2007.

Operating expenses were $68.5 million for 2008, compared with
$25.4 million in 2007.  Operating expenses in 2008 include a non-
cash goodwill impairment charge of $33.2 million related to the
Company's NutraCea segment.  The goodwill impairment charge is a
result of a combination of factors, including declining current
and projected sales, insufficient working capital cash flows and
continued decline in Company's share price.  Operating expenses in
2008 also include an impairment charge of approximately
$4.0 million related to the Company's investment in PT Panganmas
Int Nusantara ("PIN"), an Indonesian company.

                          Balance Sheet

At December 31, 2008, the Company's consolidated balance sheet
showed $102.4 million in total assets, $34.3 million in total
liabilities, ($80,000) in minority interests, and $68.2 million in
total shareholders' equity.

The Company's consolidated balance sheet at December 31, 2008,
also showed strained liquidity with $18.5 million in total current
assets available to pay $23.3 million in total current
liabilities.

Full-text copies of the Company's consolidated financial
statements as of and for the year ended December 31, 2008, are
available for free at http://researcharchives.com/t/s?4751

                            Liquidity

Cash and cash equivalents were approximately $4.9 million and
$41.2 million at December 31, 2008 and 2007, respectively.

Cash used in operating activities was $16.6 million for the year
ended December 31, 2008, compared to net cash used in operations
in the same period of 2007 of $6.8 million, an increase of
$9.8 million.

Cash used in investing activities was $48.3 million and
$22.9 million for the years ended December 31, 2008, and 2007,
respectively.

Cash provided from financing activities was $30.1 million and
$56.0 million for the years ended December 31, 2008, and 2007,
respectively.

The Company's working capital position was ($4.8 million) and
$43.4 million as of December 31, 2008, and 2007, respectively.

The Company has experienced recurring losses and negative cash
flows from operations.  The Company says that due to defaults
under its credit agreement with Wells Fargo, its credit lines were
reduced to approximately $3,500,000, which was the level of the
current outstanding loans and obligations at that time.  NutraCea
entered into a forbearance agreement with Wells Fargo pursuant to
which Wells Fargo agreed to forebear from exercising its rights
and remedies with respect to the existing defaults.  The Company
has determined it is probable that it will not be in compliance
with the terms of the forbearance agreement as of October 31,
2009, and therefore the entire loan balance has been classified as
a current liability.

NutraCea says it is behind on its payments to vendors and has
defaulted on several agreements due to non-payment.  Expenses have
been reduced where possible.  In the past the Company has turned
to the equity markets for additional liquidity.  According to the
Company, this is not a likely source of funds at this time due to
the Company's financial position and the state of the equity
markets.

                          About NutraCea

Based in Phoenix, Ariz, NutraCea (OTC: NTRZ.PK) --
http://www.NutraCea.com/-- is a world leader in production and
utilization of stabilized rice bran.  NutraCea holds many patents
for stabilized rice bran production technology and proprietary
neutraceutical products derived from SRB.  NutraCea's proprietary
technology enables the creation of food and nutrition products to
be unlocked from rice bran, normally a waste by-product of
standard rice processing.


NUTRITION 21: JH Cohn LLP Raises Going Concern Doubt
----------------------------------------------------
J.H. Cohn LLP, in Roseland, New Jersey, expressed substantial
doubt about Nutrition 21, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements as of and for the years ended June 30, 2009, and 2008.
The auditing firm said that the Company has incurred significant
losses for several years and has relied on financing activities to
supplement cash from operations and is past due or in forbearance
agreement for $4.4 million of debt at June 30, 2009.  In addition,
the auditing firm reported that the Company has a working capital
deficiency of approximately $2.5 million and an accumulated
deficit of $129.2 million at June 30, 2009.

The Company reported a net loss of $20.8 million on net sales of
$39.3 million for the year ended June 30, 2009, compared with a
net loss of $16.9 million on net sales $46.4 million for the year
ended June 30, 2008.

Operating loss for the fiscal year 2009 was $17.4 million compared
to an operating loss in fiscal year 2008 of $13.4 million.  After
excluding the $17.5 million impairment charge in fiscal year 2009,
there was an operating profit of $148,000 compared to an operating
loss of $13.4 million in fiscal year 2008.  Reduced spending for
Advertising ($14.9 million) and general and administrative
expenses ($2.3 million); lower depreciation and amortization
expenses ($1.1 million), and lower research and development
expense ($0.6 million) in fiscal year 2009 were the primary
reasons for the improvement.

The improvement in operating profit (after excluding the
impairment charge of $17.5 million) was partially offset by
increased interest expense, net of $868,000 related to the
Company's financings.

In fiscal year 2009 the Company recorded a $952,000 income tax
benefit as a result of a tax benefit associated with the
impairment of other intangibles with indefinite lives.

                         Balance Sheets

At June 30, 2009, the Company's consolidated balance sheets showed
$14.8 million in total assets and $25.9 million in total
liabilities, resulting in an $11.1 million stockholders' deficit.

The Company's consolidated balance sheets at June 30, 2009, also
showed strained liquidity with $9.0 million in total current
assets available to pay $11.5 million in total current
liabilities.

A full-text copy of the Company's consolidated financial
statements as of and for the year ended June 30, 2009, is
available for free at http://researcharchives.com/t/s?4759

                 Liquidity and Capital Resources

Cash and cash equivalents at June 30, 2009 were $1.4 million
compared to $4.8 million at June 30, 2008.

During the year ended June 30, 2009, cash used in operating
activities was $1.3 million compared to $14.8 million in the
comparable period a year ago.  The Company said that improved cash
collections and reduced spending on advertising were the primary
reasons for the improvement.

During the year ended June 30, 2009, cash provided by investing
activities was $4.3 million compared to cash used of $4.2 million
at June 30, 2008.  In the year ended June 30, 2009, the Company
sold $4.0 million of its auction rate securities and reduced its
restricted cash by $1.0 million.

During the year ended June 30, 2009, net cash used in financing
activities was $6.4 million compared to cash provided of
$21.4 million in fiscal year 2008.  In fiscal year 2009, the
Company repaid a $3.0 million short-term loan from JP Morgan Chase
Bank and redeemed all outstanding Series I convertible preferred
stock for $3.6 million.  At June 30, 2009, the Company had net
borrowings of $199,000 from Gerber Finance Inc. in accordance with
its loan and security agreement.

Subsequent to the fiscal year end, Gerber Finance Inc. declared
that the Company's fourth quarter loss constituted a breach of a
financial covenant.  Gerber waived the breach and agreed to the
Company repaying the borrowings by November 15, 2009.  In addition
the Company entered into negotiations to restructure the
$2.5 million principal amount of notes payable to the former
owners of Iceland Health plus interest that are past due and are
secured by the Company's Iceland Health trademark.  These
negotiations have not been resolved as of October 22, 2009.  The
Company said it is also seeking a replacement loan facility.

                       About Nutrition 21

Based in Purchase, New York, Nutrition 21, Inc. is a nutritional
bioscience company and a supplier of chromium picolinate-based,
and omega-3 fish oil-based supplements.

The Company markets Chromax(R) chromium picolinate products.
Another chromium picolinate-based supplement developed and
marketed by Nutrition 21 is Diabetes Essentials(R) a proprietary,
non-prescription, insulin sensitizer for people with type 2
diabetes.  It is sold in select drug retailers nationwide.  As a
result of the acquisition of Iceland Health, Inc. in August 2006,
the Company is the exclusive importer of Icelandic fish oils,
including omega-3 fatty acids sold under the Iceland Health(R)
brand.  Accordingly, the Company operates in two business
segments: ingredients group and branded products group.


OPUS WEST: Chatham Financial Charges $962,000 for July-August
-------------------------------------------------------------
Professionals retained in connection with Opus West Corp. and its
units' bankruptcy cases filed applications for payment of fees and
reimbursement of expenses for the applicable period:

Professional        Applicable Period         Fees     Expenses
------------        -----------------       --------   --------
Chatham Financial    Jul.-Aug. 2009         $962,208    $49,512
Corp.

Greenberg Traurig       Sept. 2009           129,779      1,471
LLP

Gardere Wynne           Sept. 2009            57,198      1,409
Sewell LLP

Franklin Skierski       Sept. 2009            14,115        167
Lovall Hayward LLP

In a separate filing, Greenberg Traurig supplemented its July and
August 2009 monthly fee application by adding $12,466 to its July
Fee Application and $562 to its August Fee Application.

Greenberg Traurig also certified that there were no objections or
responses to its July and August Fee Applications as of Sept. 28,
2009.

In other separate filings, Gardere Wynne and Franlin Skierski
also certified that there were no objections to their month fee
applications for the months of July and August 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: Gets Nod for Sale of Interests in Hill County & OWC
--------------------------------------------------------------
Opus West Corp. and its units obtained approval to sell their
partnership interests in Hill Country Galleria L.P. and OWC Hill
Country, Inc., free and clear of liens, claims, and interests to
Galleria Holdco, a Delaware limited liability company owned
indirectly by The Christopher F. and Lesya V. Milam Revocable
Management Trust, for $15,000.

Vickie L. Driver, Esq., at Pronske & Patel PC, in Dallas, Texas,
contends that the price is fair and reasonable given the
restricted nature of the general partnership portion of the
Interests.

HCG owns the real property commonly referred to as the Hill
Country Galleria in the City of Bee Cave, in Travis County,
Texas.  The Property consists of a partially constructed outdoor
mall of which approximately 70% is under current leases with
tenants.  The liens secured by the Property exceed $160 million,
and HCG, as well as OWC and OWP, believe that the value of the
Property is substantially less.  Consequently, OWC and OWP each
believe that the Interests have little to no market value.

Ms. Driver tells the Court that the HCG partnership agreement
dictates that the governance portion of the general partnership
interest owned by OWC may only be sold to a limited partner.
HCG's limited partners informed the Debtors that they would
object to the sale of the Interests to any party other than one
of the limited partners.  Therefore, the pool of purchasers is
restricted to HCG's limited partners.

"Here, the Purchaser is the only limited partner willing and able
to purchase the Interests for cash value," Ms. Driver notes.

Before the Court entered its ruling, Austin Commercial Masonry
LLC filed an objection to the sale of the Debtors' partnership
interests in Hill Country Galleria LP.  Austin Commercial is a
secured creditor of both Hill Country Galleria and the Debtors.
Austin Commercial's claim against Hill Country is secured by a
properly and timely filed mechanics' lien against a real property
owned by Hill Country Galleria.  Its claim against the Debtors is
secured by its right under the Texas Trust Fund Statute to a
first claim on any recovery by the Debtors of their claim as the
general contractor for Hill Country.

Hill Country Galleria filed its petition for relief under Chapter
11 of the Bankruptcy Code on May 4, 2009.  It is represented by
Clifton Jessup, Esq., and Brian Elwood, Esq., of Greenberg
Traurig LLP, the same firm and attorneys who represent the
Debtors in their Chapter 11 cases.

Daniel J. Artz, Esq., in Sunnyvale, Texas, contended that while
the Debtors believe that the Property controlled by Hill Country
has a value less than the aggregate of the liens against the
Property, the Debtors did not disclose that on June 9, 2009, Hill
Country asserted that the value of the Property was $198,375,000,
resulting in equity over the secured claims of nearly
$36,000,000, and net equity over all claims of over $32,600,000.

Accordingly, Austin Commercial asserted that the Court should not
approve any sale of the Debtors' nearly 74% equity interest in
Hill Country Galleria for a $15,000 payment without carefully
considering the valuations involved, especially considering the
huge discrepancy between what the General Partner of Hill Country
Galleria claimed was the value of the Property less than four
months ago and what it claims is the value today.

                     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: Gets Nod for Settlement With Wells Fargo, et al.
-----------------------------------------------------------
Opus West Corp. and its units obtained the Court's approval of a
settlement agreement providing mutual releases, which they entered
into with Wells Fargo Bank, N.A.; Wachovia Bank, N.A.; National
City Bank; and California National Bank.

At the Petition Date, the Bank Group held a syndicated mortgage
loan, amounting up to $98,176,000, made to 3000 The Plaza LLC, a
Delaware limited liability company.

As of the Petition Date, 85% of the membership interest in 3000
The Plaza was owned by OWR Development, Inc., a non-debtor and a
wholly owned subsidiary of Debtor Opus West Corporation.  The
Debtor guaranteed the Loan pursuant to a payment and completion
guarantee agreement.

Thus, by virtue of the Loan Agreement and the Guaranty, the Bank
Group is the holder of potentially very substantial claims
against the Debtor's estate.

In July 2009, OWR placed ads in the Wall Street Journal, seeking
bids for the sale of its 85% membership interest in 3000 The
Plaza.  The deadline to submit bids was August 10, 2009, and an
auction was scheduled for August 12, 2009.

Clifton R. Jessup, Jr., Esq., at Greenberg Traurig LLP, in
Dallas, Texas, relates that by the bid deadline, the only offer
received by OWR was from GHE 3000 Residential Project LLC, a
Delaware limited liability company and the entity which held the
other 15% membership interest in 3000 The Plaza.

Due to the lack of interest from the open market, OWR accepted
the offer from GHE and the Bank Group gave its consent to the
sale, subject to various conditions, including the Debtor's
seeking authority to execute the mutual releases by and among the
Bank Group and the Debtor of any claims against the Debtor's
estate arising under the Guaranty.

Mr. Jessup notes that the 3000 Plaza Transaction closed on
August 21, 2009.

The release by the Bank Group of claims against the Debtor's
estate arising under the Guaranty would eliminate potentially
substantial claims that may be asserted by the Bank Group against
the Debtor's estate, Mr. Jessup contends.

On the other hand, the Debtor asserts that it is not aware of,
any claims it may have against the Bank Group pursuant to the
Guaranty or the Loan Agreement and, therefore, a release of
claims by the Debtor against the Bank Group as required by the
Mutual Release Agreement would cause no harm or loss to the
Debtor's estate and creditors.

                     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)


OSI RESTAURANT: Bank Debt Trades at 17% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
83.36 cents-on-the-dollar during the week ended Friday, Oct. 23,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.43 percentage points from the previous week, The Journal
relates.  The loan matures May 9, 2014.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B+ rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Oct. 23, among the 164 loans with five or more bids.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
chairman Chris Sullivan took the company private in 2007.

As reported by the Troubled Company Reporter on Feb. 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.


PALMAS COUNTRY CLUB: In Default; Has Loan From Tourism Fund
-----------------------------------------------------------
MAXXAM Inc. reports that its subsidiary Palmas Country Club, Inc.,
is experiencing cash flow difficulties, resulting in a default
under a letter of credit reimbursement agreement for failure to
pay letter of credit fees owed to the Puerto Rico Tourism
Development Fund.

On October 19, 2009, PCCI and TDF entered into a Loan Agreement
under which TDF is providing PCCI a $525,000 non-revolving line of
credit to pay operating expenses.  The facility matures April 20,
2010.

Palmas Country Club, Inc., operates a golf course and country club
at MAXXAM's Palmas del Mar residential and resort development.

                         About MAXXAM Inc.

Houston, Texas-based MAXXAM Inc. (NYSE Amex: MXM) currently
conducts the substantial portion of its operations through its
subsidiaries, which operate in two industries -- Residential and
commercial real estate investment and development (primarily in
second home or seasonal home communities), through MAXXAM Property
Company and other wholly owned subsidiaries of the Company, as
well as joint ventures; and racing operations, through Sam Houston
Race Park, Ltd. a Texas limited partnership wholly owned by the
Company, which owns and operates a Texas Class 1 pari-mutuel horse
racing facility in the greater Houston metropolitan area, and a
pari-mutuel greyhound racing facility in Harlingen, Texas.

As of June 30, 2009, the Company had $370.3 million in total
assets and $778.6 million in total liabilities, resulting in
$408.3 million in stockholders' deficit

                       Going Concern Doubt

As reported by the Troubled Company Reporter on April 7, 2009,
Grant Thornton LLP said the uncertainty surrounding the real
estate industry and the ultimate outcome of proceedings involving
MAXXAM Inc.'s former unit, Pacific Lumber Company, and their
effect on the Company, as well as the Company's operating losses
raise substantial doubt about the ability of the Company to
continue as a going concern.


PARTNERS BANK: Closed; Stonegate Bank Assumes All Deposits
----------------------------------------------------------
Partners Bank, Naples, Florida, was closed October 23 by the
Office of Thrift Supervision, which appointed the Federal Deposit
Insurance Corporation (FDIC) as receiver. To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Stonegate Bank, Fort Lauderdale, Florida, to assume
all of the deposits of Partners Bank.

The two branches of Partners Bank will reopen on Monday as
branches of Stonegate Bank. Depositors of Partners Bank will
automatically become depositors of Stonegate Bank. Deposits will
continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage. Customers should continue to use their
existing branch until they receive notice from Stonegate Bank that
it has completed systems changes to allow other Stonegate Bank
branches to process their accounts as well.

This evening and over the weekend, depositors of Partners Bank can
access their money by writing checks or using ATM or debit cards.
Checks drawn on the bank will continue to be processed. Loan
customers should continue to make their payments as usual.

As of September 30, 2009, Partners Bank had total assets of $65.5
million and total deposits of approximately $64.9 million.
Stonegate Bank did not pay the FDIC a premium for the deposits of
Partners Bank. In addition to assuming all of the deposits of the
failed bank, Stonegate Bank agreed to purchase essentially all of
the assets.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-357-7599.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/partners-fl.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $28.6 million. Stonegate Bank's acquisition of all
the deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. Partners Bank is the 100th FDIC-insured
institution to fail in the Nation this year, and the seventh in
Florida. The last FDIC-insured institution closed in the state was
Community National Bank of Sarasota County, Venice, on August 7,
2009.


PENN TREATY AMERICAN: William Collins Discloses 6.55% Stake
-----------------------------------------------------------
William L. Collins reports that he beneficially owns 1,526,379
shares or roughly 6.55% of the common stock of Penn Treaty
American Corporation as of October 22, 2009.

The percentage is based on 23,290,712 shares of Common Stock
reported by the Company as outstanding as of March 28, 2008 in its
annual report filed on Form 10-K for the period ended December 31,
2008.  The annual report was filed with the Securities Exchange
Commission on April 2, 2008 and is the most recent periodic report
filed by the Company under the Exchange Act setting forth the
number of shares of Common Stock outstanding.

On October 2, 2009, the Insurance Commissioner of the Commonwealth
of Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company.  PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.

              About Penn Treaty American Corporation

Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.


PENTA WATER: Selects Jeffer Mangels as General Counsel
------------------------------------------------------
Penta Water Company Inc. asks the U.S. Bankruptcy Court for the
Southern District of California for permission to employ Jeffer
Mangels Butler & Marmaro LLP as its general reorganization
counsel.

The firm has agreed to, among other things, advise the Debtor
regarding its rights and responsibilities as a Chapter 11 debtor
and assist the Debtor in connection with the preparation of
certain documents to be filed with the Court.

The firm's professionals and their standard hourly rates:

    Joseph A. Eisenberg, Esq.             $775
    Thomas H. Geher, Esq.                 $525
    Dan E. Chambers, Esq.                 $425
    Caroline R. Djang, Esq.               $345
    Brian W. Byun, Esq.                   $315

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

Based in Carlsbad, California, Penta Water Company, Inc., filed
for Chapter 11 protection on October 5, 2009 (Bankr. S.D. Calif.
Case No. 09-15145).  In its petition, the Debtor listed both
assets and debts between $10 million and $50 million.


PENTA WATER: U.S. Trustee Forms Five-Member Creditors' Committee
----------------------------------------------------------------
Tiffany L. Carrol, the United States Trustee for Region 13,
appointed five creditors to serve on the Official Committee of
Unsecured Creditors of Penta Water Company Inc.

The members of the Committee:

  a) West Coast Container
     1525 Willmatte Falls Drive
     West Linn, OR 97068
     Attn: Kathie Meisner
     Tel: (503) 723-0000

  b) Plainfiled Direct Inc.
     100 West Putnam Avenue
     Greenwich, CT 06830
     Attn: Ahmad Al-Sati
     Tel: (203) 422-1614

  c) Exel Transportation
     17330 Preston Road, Suite 200C
     Dallas, TX 75252-6035
     Attn: Dick Merrill, Esq.
     Tel: (214) 445-5282

  d) Amanda Beard
     500 Pacific Coast Highway, Suite 210-A
     Seal Beach, California 90740
     Attn: Richard J. Foster, Esq.
     Tel: (562) 598-9200

  e) NBC Universal Inc.
     30 Rockfeller Plaza, Room 1002E
     New York, NY 10112
     Attn: Mariano Schwed
     Tel: (212) 664-2413

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.

Based in Carlsbad, California, Penta Water Company, Inc., filed
for Chapter 11 protection on October 5, 2009 (Bankr. S.D. Calif.
Case No. 09-15145).  In its petition, the Debtor listed both
assets and debts between $10 million and $50 million.


PETER POCKLINGTON: Bankruptcy Fraud Trial Moved to January 19
-------------------------------------------------------------
Darcy Henton at The Edmonton Journal reports that Peter
Pocklington's lawyer, Brent Romney, said that he will produce
documents that may resolve the fraud charges against his client
without having to go to trial.  According to The Journal, Mr.
Romney said that he and the U.S. Attorney's office have put off
Mr. Pocklington's November 17 jury trial until January 19 so he
can produce the documents and give the prosecution time to study
them.

Peter H. Pocklington a Canadian businessman who once owned the
Edmonton Oilers hockey team.  He lives in Palm Desert, California.
Mr. Pocklington sold in 1998


PETTERS COMPANY: Receiver Can Serve as Chapter 11 Trustee
---------------------------------------------------------
WestLaw reports that an appointee's dual roles as the receiver and
trustee for Chapter 11 debtors did not give rise to a materially
adverse interest that would disqualify the appointee from serving
as the trustee in the debtors' jointly administered bankruptcy
cases, even though the receivership order directed the appointee,
as receiver, to coordinate with representatives of the United
States Attorney's office and court personnel as needed to ensure
that any assets subject to the receivership order were available
for criminal restitution, forfeiture, or other legal remedies in
proceedings commenced by or on behalf of the United States.  The
order did not vest the appointee with any interest aligned with
the United States or mandate action on his part that would make
him the government's servant, agent, or ally.  Ritchie Special
Credit Investments, Ltd. v. U.S. Trustee, --- B.R. ----, 2009 WL
2926801 (D. Minn.) (Montgomery, J.).

The United States Trustee appointed Douglas A. Kelley, Esq., who
was the debtors' district court-appointed receiver to serve also
as Chapter 11 trustee in their jointly administered bankruptcy
cases which he filed.  Creditors objected.  The United States
Bankruptcy Court for the District of Minnesota, 401 B.R. 391,
overruled the creditors' objection.  The creditors appealed to the
District Court.  .

                About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 relief on October 11, 2008 (Bankr. D.
Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PITTSBURGH CORNING: Plan Ballots Due November 16
------------------------------------------------
Pittsburgh Corning Corporation and its units have filed a third
amended plan of reorganization.

Holders of claims against PPC, and holders of asbestos personal
injury claims against PPC or its parent corporations, PPG
Industries, Inc., or Corning Incorporated can vote to reject or
accept the Plan by November 16.

The U.S. Bankruptcy Court for the Western District of Pennsylvania
is scheduled to convene a hearing as to whether to confirm the
Plan on January 11, 2010.
The Plan proposes to create a trust to pay asbestos personal
injury claims arising from exposure to a former PCC product called
Unibestos.  An injunction under 11 U.S.C. Sec. 524(g) will result
in the permanent channeling of asbestos personal injury claims
against PCC or other protected parties identified in the Plan.
This injunction will prohibit people with asbestos personal injury
claims from suing the parties protected by the injunction.

The Court refused to confirm a prior version of the Plan in
December 2006, on the basis that the Plan was too broad in the
treatment of allegedly independent asbestos claims not associated
with Pittsburgh Corning.

                           Amended Plan

Pittsburgh Corning filed its Modified Third Amended Plan of
Reorganization on January 29, 2009, which contemplates the
resolution of certain current and future asbestos claims against
Corning Incorporated and PPG Industries, Inc., arising from PCC
products or activities.  Pittsburgh Corning is owned 50% by
Corning Incorporated and 50% by PPG Industries.

In 2002, PPG entered into a settlement arrangement relating to
asbestos claims, whereby it reserved approximately $900 million
for that settlement.  Under the modified settlement arrangement
provided for in the Amended Plan, PPG's obligation is currently
$735 million for claims that will be channeled to the trust.  PPG
will retain the approximately $165 million difference as a reserve
for asbestos-related claims that will not be channeled to the
trust.

"This amended plan addresses the issues raised by the court in its
2006 opinion on the matter, and while we continue to believe PPG
is not responsible for injuries caused by Pittsburgh Corning
products, this amended plan would permanently resolve PPG's
asbestos liabilities associated with Pittsburgh Corning," said
James C. Diggs, PPG senior vice president, general counsel and
secretary.  "We believe the modified settlement arrangement and
the remaining reserve are very advantageous for the company
because the vast majority of PPG's asbestos-related claims will be
paid or otherwise resolved by the trust."

Under the modified settlement arrangement, PPG's obligation to the
trust consists of cash payments over a 15-year period totaling
$825 million, about 1.4 million shares of PPG stock or cash
equivalent, and its shares in Pittsburgh Corning and Pittsburgh
Corning Europe.  The obligation under the modified settlement
arrangement at December 31, 2008, totals $735 million or
approximately $460 million net of the associated tax benefit.
PPG's obligation under the modified settlement arrangement
includes the net present value of the cash payments of
$825 million, which will be adjusted quarterly to reflect the
accretion of interest.  In addition, PPG's participating
historical insurance carriers will make cash payments to the trust
of approximately $1.6 billion in a series of payments ending in
2027.

PPG believes the Amended Plan meets the Court's concern on the
treatment of allegedly independent asbestos claims not associated
with Pittsburgh Corning.

In a separate statement, Corning says its contributions to the
settlement trust will begin after certain conditions are met, and
the Plan is approved and no longer subject to appeal.  The
approval process could take one year or longer, Corning says.

                       About PPG Industries

Pittsburgh, Pennsylvania-based PPG Industries, Inc. --
http://www.ppg.com/-- is a global supplier of paints, coatings,
chemicals, optical products, specialty materials, glass and fiber
glass.  The Company has more than 140 manufacturing facilities and
equity affiliates and operates in more than 60 countries.  Sales
in 2008 were $15.8 billion.  PPG shares are traded on the New York
Stock Exchange (symbol: PPG).

                           About Corning

Corning Incorporated -- http://www.corning.com/-- makes specialty
and ceramics for more than 150 years.  Its products include glass
substrates for LCD televisions, computer monitors and laptops;
ceramic substrates and filters for mobile emission control
systems; optical fiber, cable, hardware & equipment for
telecommunications networks; optical biosensors for drug
discovery; and other advanced optics and specialty glass solutions
for a number of industries including semiconductor, aerospace,
defense, astronomy and metrology.

                       About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection in 2000 (Bankr. W.D. Pa. Case No. 00-22876).  The Hon.
Judith K. Fitzgerald presides over the case.  The Bankruptcy Court
authorized the retention of Reed Smith LLP as counsel for the
Debtor under a general retainer, and the retention of Deloitte &
Touche LLP as accountants for the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The United States Trustee appointed a Committee of Asbestos
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of these professionals by the Committee of Asbestos
Creditors: (i) Caplin & Drysdale, Chartered as Committee Counsel;
(ii) Campbell & Levine as local counsel; (iii) Anderson Kill &
Olick, P.C. as special insurance counsel; (iv) Legal Analysis
Systems, Inc., as Asbestos-Related Bodily Injury Consultant; (v)
L. Tersigni Consulting, P.C. as financial advisor, and (vi)
Professor Elizabeth Warren, as a consultant to Caplin & Drysdale,
Chartered.

On February 16, 2001, the Court approved the appointment of
Lawrence Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In December 2006, the Bankruptcy Court denied confirmation of an
earlier version of the plan, citing that the plan was too broad in
addressing independent asbestos claims that were not associated
with the Debtor.


PROTOSTAR LTD: Creditors Launch Outer Space Dispute
---------------------------------------------------
Law360 reports that unsecured creditors of ProtoStar Ltd. have
sued The Bank of New York Mellon and Wells Fargo & Co., alleging
they failed to prove that their liens have priority over other
claims and seeking to stop them from auctioning off company assets
that exist in outer space, an area of legal limbo.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
between US$100 million and US$500 million each in assets and
debts.  As of December 31, 2008, ProtoStar's consolidated
financial statements, which include non-debtor affiliates, showed
total assets of US$463,000,000 against debts of US$528,000,000.

The Bankruptcy Court has set October 14, 2010, as the general
claims bar date.  Proofs of claim by governmental units are due
January 25, 2010.

Meanwhile the Bankruptcy Court entered an order authorizing the
debtors to hire UBS Securities LLC as investment banker and
financial advisor.


PS AMERICA: Taps Greenberg Traurig as Counsel
---------------------------------------------
PS America Inc. asks the U.S. Bankruptcy Court for the Southern
District of Texas for permission to employ Greenberg Traurig LLP
as its counsel.

The firm has agreed to, among other things:

   a) provide legal advice with respect to the Debtor's powers and
      duties as debtor in possession in the continued operation of
      its business and management of its property;

   b) negotiate, draft, and purse all documentation necessary in
      the Case as determined in conjunction with Greenberg
      Traurig;

   c) prepare on behalf of the Debtor all applications, motions,
      answers, orders, reports, and other legal papers necessary
      to the administration of the Debtor's estate;

   d) appear in Court and protecting the interests of the Debtor
      before the Court; and

   e) assist with any disposition of the Debtor's assets, by sale
      or otherwise.

The firm's professionals expected to provide services to the
Debtor will be paid at these rates:

      Scott Cousins, Esq.         $685
      Shari L. Heyen, Esq.        $615
      Sandra Selzer, Esq.         $475
      Denis Meloro, Esq.          $455
      Maggie Conner, Esq.         $325
      Max Riffin, Esq.            $275
      Gail Jamrok                 $200

The firm will be paid for services provided by its other
professionals on these hourly rates:

      Shareholders                  $450-$1050
      Of Counsel                    $450-$900
      Associates                    $275-$575
      Legal Assistants/Paralegals   $180-$310

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

Based Longwood, Florida, PS America, Inc., filed for Chapter 11
protection on September 30, 2009 (Bankr. S.D. Tex. Case No.
09-37209).  In its petition, the Debtor listed both assets and
debts between $10 million and $50 million.


PS AMERICA: U.S. Trustee Forms Nine-Member Creditors' Committee
---------------------------------------------------------------
Charles F. McVay, United States Trustee for Region 7, appointed
nine creditors to serve on the Official Committee of Unsecured
Creditors of PS America Inc.

The members of the Committee:

   a) Gulistan Carpets
      Attn: Michael Seago
      POB A
      Aberdeen, NC 28315
      Tel: (910) 944-6302
      Fax: (910) 944-6367

   b) The Dixie Group
      Attn: Butch Davis
      Director of Credit
      POB 287541
      Atlanta, GA 30384-7541
      Tel: (251)675-9080, ext. 3586
      Fax (251)679-3612,

   c) Mohawk Factoring, Inc.
      Attn: Toni Patti
      VP of Financial Svcs.
      POB 12069
      Calhoun, GA 30703
      Tel: (800) 427-4900, ext. 42115
      Fax: (706) 625-8365.

   d) J. J. Haines & Co., Inc.
      Attn: T.R. Russell
      6950 Aviation Blvd.
      Glen Burnie, MD 21061-2531
      Tel: (410) 762-5642
      Fax: (410) 760-4010

   e) Shaw Industries, Inc.
      Attn: Eddie Terrell
      POB 40
      Dalton, GA 30722
      Tel: (706) 275-5756
      Fax (706) 428-8502

   f) Carpenter Co.
      Attn: David Sayre
      5016 Monument Ave.
      Richmond, VA 23230
      Tel: (804) 359-2622, ext. 2669
      Fax: (804) 254-6076,

   g) US Floors, Inc.
      Attn: Russell Guinn
      3850 Corporate Dr.
      Dalton, GA 30721,
      Fax: (206) 984-14336

   h) Readers Wholesale Distributors
      Attn: Adam Burke
      1201 Naylor St.
      Houston, TX 77002
      Tel: (713) 224-8300
      Fax: (866) 583-8950,

   i) Beau Lieu Group, LLC
      Attn: Phyllis Garrett
      POB 1248
      Dalton, GA 30722
      Tel: (800) 227-7211
      Fax: (888) 225-1056

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.

Based Longwood, Florida, PS America, Inc., filed for Chapter 11
protection on September 30, 2009 (Bankr. S.D. Tex. Case No.
09-37209).  In its petition, the Debtor listed both assets and
debts between $10 million and $50 million.

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.


PTS CARDINAL: Bank Debt Trades at 13.3% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which PTS Cardinal
Health is a borrower traded in the secondary market at 86.70
cents-on-the-dollar during the week ended Friday, Oct. 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.42
percentage points from the previous week, The Journal relates.
The loan matures April 10, 2014.  The Company pays 225 basis
points to borrow under the facility.  The bank debt carries
Moody's Ba3 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 23,
among the 164 loans with five or more bids.

In April 2007, Cardinal Health completed the sale of its
Pharmaceutical Technologies and Services segment to The Blackstone
Group for approximately $3.3 billion.  PTS provides advanced
technologies and outsourced services for the pharmaceutical,
biotechnology and consumer health industry.  PTS develops,
manufactures and packages pharmaceutical and other products.


QUALITY DISTRIBUTION: Moody's Upgrades Default Rating to 'Caa1/LD'
------------------------------------------------------------------
Moody's Investors Service upgraded the probability of default
rating of Quality Distribution LLC to Caa1/LD from Caa3 and
upgraded the ratings on Quality's 9% subordinated notes due 2010
to Caa3 from C.  The company's Caa1 corporate family rating has
been affirmed and the rating outlook has been changed to stable
from negative.  These actions follow completion of the company's
debt exchange transaction which Moody's deems to have been a
distressed exchange.  Reflective of the limited default that
occurred from the subordinated note exchange component of the
transaction, an "LD" designation has been temporarily assigned to
the probability of default rating.  Following the action, the
ratings on the senior unsecured notes will be withdrawn since
nearly all of those notes have been replaced by new notes.

The outlook change to stable from negative largely reflects an
improved liquidity profile.  As a result of the transaction, 2010
debt maturities have declined to a more manageable level of
approximately $25 million, versus $107 million before the
transaction.  The existing level of cash on hand, some free cash
flow generation and revolver borrowing availability should
adequately cover the decreased 2010 debt maturities.  The stable
ratings outlook also stems from 2009 cost reduction initiatives,
including terminal consolidations and affiliation of some company-
owned terminals, which could help Quality to remain profitable
despite the higher post-transaction interest burden.

The Caa1 corporate family rating underscores Quality's slim
interest coverage level and expectation that volumes will not
significantly grow in 2010, limiting free cash flow prospects.
Potential for some minor volume improvement in 2010 could modestly
improve the EBITDA level.

The ratings are:

  -- Corporate family affirmed at Caa1

  -- Probability of default upgraded to Caa1 LD from Caa3

  -- $1 million (originally $135 million) floating rate senior
     unsecured notes due 2012 affirmed at Caa2, LGD 4, 64%, will
     be subsequently withdrawn

  -- $16 million (originally $100 million) 9% subordinated notes
     due 2010 to Caa3, LGD 5, 89% from C, LGD 5, 85%

Moody's last rating action on Quality occurred September 3, 2009,
when the probability of default rating was changed to Caa3 from
Caa1.

Quality's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of Quality's core industry and Quality's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a leading transporter of bulk liquid and dry bulk
chemicals.  Apollo Management, L.P., owns approximately 53% of the
common stock of Quality Distribution, Inc.


QUALITY DISTRIBUTION: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Tampa, Florida-based Quality Distribution Inc. to 'B-'
from 'SD'.  At the same time, S&P assigned a 'B-' rating to the
company's new $132 million senior notes due 2013, as well as a '4'
recovery rating, indicating average (30%-50%) recovery of
principal in a payment default scenario.  S&P also assigned a
'CCC' rating to the company's new $81 million subordinated notes
due 2013, as well as a '6' recovery rating, indicating negligible
(0%-10%) recovery of principal in a payment default scenario.  The
company is offering the notes in exchange for the existing notes.

The rating actions follow the completion of Quality Distribution's
tender and exchange offers, which the company announced on
Aug. 29, 2009.  In exchange for the Series A and B senior
floating-rate notes due 2012, noteholders will receive 10% senior
notes due 2013.  In exchange for the 9% subordinated notes due
2010, noteholders will receive 11.75% subordinated payment-in-kind
notes due 2013.  In addition, the company has amended certain
restrictive covenants, events of default, and other covenants
regarding mergers and consolidations in its indentures.

The outlook is stable.  Standard & Poor's expects Quality
Distribution's operating results, credit measures, and liquidity
position to strengthen by early 2010.

"We could lower the ratings if the company's liquidity position
becomes constrained, resulting in cash and asset-based loan (ABL)
availability falling below $25 million, or if the company becomes
subject to the minimum fixed-charge coverage covenant (under the
ABL) and there is insufficient headroom," said Standard & Poor's
credit analyst Anita Ogbara.  "Alternatively, S&P could upgrade
the ratings if the company addresses its significant refinancing
risks in 2013," she continued.


REDWOOD RELIANCE: Converted to Chapter 7; Business Closed
---------------------------------------------------------
Steve Hart at The Press Democrat reports that Redwood Reliance
Sales Company has closed after Bankruptcy Judge Alan Jaroslovsky
converted the Company's Chapter 11 reorganization case to Chapter
7 liquidation.  Owner Brian Ling's lawyer, Dale Ginter, said that
attempts to reorganize Redwood Reliance failed as the market for
freight-hauling vehicles continued to slump, The Press Democrat
relates.  According to The Press Democrat, a plan to sell Redwood
Reliance was blocked after a major creditor and a U.S. bankruptcy
trustee said it would only benefit a few secured creditors.

Cotati, California-based Redwood Reliance Sales Company is a 95-
year-old company that sold big-rig trucks and trailers.  It did
business as Peterbilt of Northern California, selling Peterbilt
trucks and Reliance truck trailers manufactured by another Ling
company, Reliance Trailer Co.

The Company filed for Chapter 11 bankruptcy protection on
April 20, 2009 (Bankr. N.D. Calif. Case No. 09-11070).  Its
affiliate, Reliance Trailer Company, LLC, also filed for
bankruptcy.  Jamie P. Dreher, Esq., at Downey Brand LLP assisted
the Company in its restructuring efforts.  The Company listed
$1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


RENFRO CORPORATION: Moody's Gives Stable Outlook, Holds B3 Rating
-----------------------------------------------------------------
Moody's Investors Service revised its rating outlook for Renfro
Corporation to stable from negative.  The company's B3 Corporate
Family Rating, Caa1 Probability of Default Rating, and B2 rating
on its senior secured term loan were affirmed.

The outlook change to stable reflects Renfro's improved
profitability and free cash flow generation, which have led to
significant debt reduction and improved liquidity.  While economic
conditions are expected to remain weak through the remainder of
the year, Moody's believes that continued cost control and
positive free cash flow should enable the company to maintain
fairly stable, if not improved, financial metrics over the near-
to-intermediate-term.

Renfro's B3 Corporate Family Rating reflects its moderate scale in
the apparel sector, its sole focus on the sock industry, and the
commoditized nature of the industry.  Ratings also consider
Renfro's limited brand diversification and high customer
concentration, as the licensed Fruit of the Loom brand and three
customers each account for a majority of sales.  Additionally,
credit metrics, although improved, remain weak due to the
company's high debt load.  Positive rating consideration is given
to Renfro's adequate liquidity profile, portfolio of strong
licensed brand names, leading market share, replenishment nature
of the product, and low cost manufacturing platform.

Ratings affirmed:

  -- Corporate Family Rating at B3
  -- Probability of Default Rating at Caa1
  -- Senior secured term loan facility at B2 (LGD 3, 30%)

Moody's last rating action on Renfro was on October 14, 2008, when
the company's Corporate Family Rating was downgraded to B3 from B2
and a negative outlook was assigned.

Renfro Corporation is the largest US-headquartered manufacturer
and distributor of socks with estimated annual revenue near
$380 million.  The company primarily designs and distributes socks
under license from third parties including "Fruit of the Loom,"
"Starter," "Dr Scholl's," "Carhartt," "Polo," and "Ralph Lauren."


REALOGY CORP: Bank Debt Trades at 15.44% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Realogy
Corporation is a borrower traded in the secondary market at 84.56
cents-on-the-dollar during the week ended Friday, Oct. 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.40
percentage points from the previous week, The Journal relates.
The loan matures on Sept. 30, 2013.  The Company pays 300 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Caa1 rating and Standard & Poor's CCC- rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Oct. 23, among the 164 loans with five or more bids.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended Dec. 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

At March 31, 2009, Realogy had $8.62 billion in total assets,
$9.62 billion in total liabilities, and $997 million in
stockholders' deficit.


REDDY ICE: Posts $9,988,000 Net Income for Sept. 30 Quarter
-----------------------------------------------------------
Reddy Ice Holdings, Inc., posted net income of $9,988,000 for the
three months ended September 30, 2009, from a net loss of
$112,990,000 for the same period a year ago.  The Company posted
net income of $6,259,000 for the nine months ended September 30,
2009, from a net loss of $110,643,000 for the same period a year
ago.

Reddy Ice Holdings, Inc., posted revenues of $115,446,000 for the
three months ended September 30, 2009, from $125,646,000 for the
same period a year ago.  The Company posted revenues of
$257,591,000 for the nine months ended September 30, 2009, from
$271,368,000 for the same period a year ago.

As of September 30, 2009, the Company had $469,326,000 in total
assets against total current liabilities of $34,103,000, long-term
obligations of $390,601,000, and deferred taxes and other
liabilities, net of $34,340.  As of September 30, 2009, the
Company had accumulated deficit of $212,717,000 and total
stockholders' equity of $10,282,000.

Reddy Ice at June 30, 2009, had $448.3 million in total assets;
and $36.4 million in total current liabilities, $390.6 million in
long-term obligations, $21.5 million in deferred taxes and other
liabilities; resulting in $224 million in stockholders' deficit.

"Adverse economic conditions continued to impact sales volumes
during the third quarter at rates consistent with the first half
of 2009," commented Chairman of the Board, Chief Executive Officer
and President Gilbert M. Cassagne.  "The comparison to last year
was also impacted by the $6 million to $7 million of hurricane
related revenue in the third quarter of 2008 that did not repeat
in 2009.  However, we continued to benefit from favorable
commodity costs and good cost controls, especially in regards to
labor."

Reddy Ice said it intends to fund ongoing capital and working
capital requirements as well as debt service, including its
internal growth and acquisitions, through a combination of cash
flows from operations, borrowings under its credit facilities and
operating leases.

Reddy Ice generates cash from the sale of packaged ice through
traditional delivery methods, by which it manufactures, packages
and stores ice at a central facility and transports it to its
customers' retail locations when needed, and through Ice
Factories, which manufacture, package and store ice in its
customers' retail locations.  Reddy Ice's primary uses of cash are
(a) cost of sales, (b) operating expenses, (c) debt service, (d)
capital expenditures related to replacing and modernizing the
capital equipment in its traditional ice plants and acquiring and
installing additional Ice Factories, and (e) acquisitions.

During 2008, Reddy Ice paid $27.7 million in cash dividends on its
common stock; however, on September 15, 2008, it announced that it
was suspending the payment of quarterly cash dividends
indefinitely.

Reddy Ice has been and may continue to be required to use
substantial amounts of cash to pay expenses relating to the
ongoing investigations by the Antitrust Division of the United
States Department of Justice and various other government agencies
and related civil litigation.  Historically, Reddy Ice has
financed its capital and working capital requirements, including
its acquisitions, through a combination of cash flows from
operations, borrowings under its revolving credit facilities and
operating leases.

During the nine months ended September 30, 2009, capital
expenditures totaled $20.7 million, which includes an offset of
$6.0 million in cash inflows for the reimbursement of the cost of
equipment placed under operating leases.  Capital expenditures
were higher than anticipated during the nine months ended
September 30, 2009 due to changes in the timing of the planned
closing of equipment operating leases and purchases of certain
assets.

As it has consolidated acquisitions into its existing
infrastructure, Reddy Ice has identified non-core and excess
assets which can be disposed of, such as real estate and machinery
and equipment.  From time to time, Reddy Ice also disposes of
other assets which are no longer useful in its operations.  As a
result of dispositions of these non-core and excess assets, Reddy
Ice realized proceeds of $300,000 during the nine months ended
September 30, 2009.  Its net capital expenditures during the nine
months ended September 30, 2009, were $20.4 million.

In 2008, Reddy Ice completed the acquisition of seven ice
companies for a total cash purchase price of roughly $4.0 million,
including direct acquisition costs of $100,000.  Reddy Ice also
purchased one manufacturing facility which had previously been
leased for $400,000.

Reddy Ice has not acquired any ice companies in 2009; however, it
invested $1.1 million in the Series A Preferred Units of a
privately held ice supply and service company during the three
months ended September 30, 2009.  Reddy Ice will continue to
evaluate acquisition opportunities as they become available.  In
conjunction with these evaluations, Reddy Ice will consider its
liquidity, availability under its credit facilities, mandatory
principal repayments under its debt agreements and availability of
other capital resources.

At September 30, 2009, Reddy Ice had $390.6 million of total debt
outstanding:

     -- $150.5 million of Reddy Holdings' 10-1/2% senior discount
        notes due November 1, 2012;

     -- $240.0 million of outstanding term loans under its credit
        facilities which mature on August 12, 2012; and

     -- $100,000 in other notes payable.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?475b

Reddy Ice Holdings, Inc. (NYSE:FRZ) is the largest manufacturer
and distributor of packaged ice in the United States.  With more
than 2,000 year-round employees, the Company sells its products
primarily under the widely known Reddy Ice(R) brand to a variety
of customers in 32 states and the District of Columbia.  The
Company provides a broad array of product offerings in the
marketplace through traditional direct store delivery, warehouse
programs and its proprietary technology, The Ice Factory(R).
Reddy Ice serves most significant consumer packaged goods channels
of distribution, as well as restaurants, special entertainment
events, commercial users and the agricultural sector.

                           *     *     *

According to the Troubled Company Reporter on April 13, 2009,
Standard & Poor's Ratings Services said that it lowered its
ratings on Dallas, Texas-based Reddy Ice Holdings Inc. and its
wholly-owned operating subsidiary, Reddy Ice Corp.   S&P lowered
the corporate credit rating to 'B' from 'B+', and for analytical
purposes, S&P views the companies as one economic entity.  The
outlook is negative.


R.H. DONNELLEY: 4 Creditors Trade $4,500 in Claims
--------------------------------------------------
Four creditors transfer their claims against the Debtors to
various entities:

  Transferor            Transferee                      Amount
  ----------            ----------                      ------
  American Recovery     Sierra Liquidity Fund           $1,780
  Service, Inc.         LLC

  Pollack               Claims Recovery Group            1,200
  Communications        LLC

  Cedar Rapids          U.S. Debt Recovery LLC             867
  Gazette

  Ray Aguilar           Sierra Liquidity Fund              686
  Janitorial            LLC

                       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: Committee Members Gets Nod to Trade in Securities
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors obtained the Court's
authority to trade in R.H. Donnelley Corp. and its units'
securities and bank debt upon the establishment and implementation
of "ethical walls".

Specifically, the Committee sought the Court's determination that
Committee members will neither violate their duties nor otherwise
subject their claims to possible disallowance by trading:

   (i) stock, notes, bonds, debentures, participations in, or
       derivatives based on or relating to, any of the Debtors
       or their non-debtor affiliates, debt obligations or
       equity interests;

  (ii) any other claims against or interests in anyone or more
       members of the Debtors or their non-debtor affiliates
       that constitute "securities" within the meaning of
       applicable state or federal securities laws or both; or

(iii) loan obligations of the Debtors under any of their
       secured credit facilities as long as they establish and
       effectively implement an "ethical wall" to prevent the
       misuse of any material nonpublic information that may be
       obtained as a result of performance of Committee-related
       activities.

R.H. Donnelley submitted a "reservation of rights" with respect to
the Committee's request, noting 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.

The request by the Committee was approved by the Court following
certain consensual changes made by the Creditors Committee and the
Debtors regarding the trading in procedures.

Specifically, the Parties agreed that an order approving the
Committee's request will not prejudice the Debtors' right to take
discovery and will create an independent right of discovery.

Any discovery request will be made in accordance with the
Bankruptcy Code or the Federal Rules of Bankruptcy Procedure and
the rights of the Debtors or any other party.

                       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: Sidley Austin Charges $2.99MM for May-August
------------------------------------------------------------
Bankruptcy professionals in R.H. Donnelley Corp.'s Chapter 11
cases filed applications for allowance of fees and reimbursement
of expenses for the period from May 28, 2009 through August 31,
2009:

Professional                                  Fees      Expenses
------------                               ----------   --------
Sidley Austin LLP                          $2,991,892    $67,953

Lazard Freres & Co. LLC                       625,806     11,906

Grubb & Ellis Company                         400,000      5,763

Deloitte Financial Advisory                 1,037,002     81,219
Services LLP

Mercer (US), Inc.                              43,347     13,155

Sitrick & Company, Inc.                       169,640     39,467

KPMG LLP                                      948,472     53,749

                       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: Coughlin Stoia Files Class Suit for Investors
-------------------------------------------------------------
Coughlin Stoia Geller Rudman & Robbins LLP disclosed that a class
action has been commenced on behalf of an institutional investor
in the United States District Court for the District of Delaware
on behalf of purchasers of R.H. Donnelley Corporation publicly
traded securities during the period between July 26, 2007 and May
28, 2009, inclusive.

The complaint charges certain of RH Donnelley's officers and/or
directors with violations of the Securities Exchange Act of 1934.
RH Donnelley operates as a Yellow Pages and online local
commercial search company.

The complaint alleges that during the Class Period, defendants
issued materially false and misleading statements regarding the
Company's business and financial results.  Defendants caused the
Company to fail to properly account for its bad debt expense and
timely write down its impaired goodwill.  As a result of
defendants' false and misleading statements, RH Donnelley's stock
traded at artificially inflated prices during the Class Period,
trading as high as $66.67 in July 2007.  However, beginning in
February 2008, defendants began to acknowledge problems in the
Company's operations and with its financial results. On March 12,
2009, RH Donnelley announced that it had retained a financial
advisor to assist in the evaluation of its capital structure,
including various balance sheet restructuring alternatives.  Then,
on May 29, 2009, RH Donnelley filed for bankruptcy.  The stock now
trades at around six cents per share.

According to the complaint, the true facts, which were known by
the defendants but concealed from the investing public during the
Class Period, were as follows:

(a) the Company was not adequately reserving for its bad debts
    in violation of GAAP, causing its financial results to be
    materially misstated;

(b) the downward pressure the Company was experiencing with its
    advertising revenue was not exclusively due to cyclical
    challenges, as represented, but was also due to a permanent
    shift in customers moving away from print yellow pages
    advertising;

(c) the Company had far greater exposure to liquidity concerns
    and ratings downgrades than it had previously disclosed; and

(d) given the turmoil in the economy and the trends related to
    a shift away from print advertising, the Company had no
    reasonable basis to make projections about its 2008 results.

Plaintiff seeks to recover damages on behalf of all purchasers of
RH Donnelley publicly traded securities during the Class Period
(the "Class").  The plaintiff is represented by Coughlin Stoia,
which has expertise in prosecuting investor class actions and
extensive experience in actions involving financial fraud.

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

                       About 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)


RITE AID: Bank Debt Trades at 13% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which Rite Aid
Corporation is a borrower traded in the secondary market at 87.38
cents-on-the-dollar during the week ended Friday, Oct. 23, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.70
percentage points from the previous week, The Journal relates.
The loan matures on May 25, 2014.  The Company pays 175 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 23,
among the 164 loans with five or more bids.

As reported by the Troubled Company Reporter on Oct. 21, 2009,
Moody's assigned a Caa2 rating to Rite Aid Corporation's proposed
$250 million senior secured second lien notes due 2019.  All other
ratings including the company's Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and SGL-3 Speculative Grade
Liquidity rating were affirmed.  The rating outlook remains
stable.

Standard & Poor's Ratings Services said that it assigned its 'B-'
issue rating and '3' recovery to Rite Aid's proposed $250 million
senior secured second lien note due 2019.  The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.  S&P also affirmed the issue
rating on the company's tranche 4 term loan due 2015 based on the
proposed $125 million add-on to this facility.  The recovery
rating on term loan tranche 4 remains at '1', indicating S&P's
expectation for very high (90%-100%) recovery in the event of a
payment default.  Concurrently, S&P affirmed the 'B-' corporate
credit rating, and the outlook is stable.  Proceeds from the add-
on to the tranche 4 term loan and second lien notes will be used
to repay and cancel borrowings under the company's accounts
receivable securitization facilities due Sept 2010.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.


RIVERVIEW COMMUNITY: Stillwater Bank Assumes All Deposits
---------------------------------------------------------
Riverview Community Bank, Otsego, Minnesota, was closed October 23
by the Minnesota Department of Commerce, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver. To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Central Bank, Stillwater, Minnesota, to
assume all of the deposits of Riverview Community Bank.

The two branches of Riverview Community Bank will reopen as
branches of Central Bank.  Depositors of Riverview Community Bank
will automatically become depositors of Central Bank. Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship to retain their
deposit insurance coverage.  Customers should continue to use
their existing branches until Central Bank can fully integrate the
deposit records of Riverview Community Bank.

As of August 31, 2009, Riverview Community Bank had total assets
of $108 million and total deposits of approximately $80 million.
Central Bank did not pay the FDIC a premium to assume all of the
deposits of Riverview Community Bank. In addition to assuming all
of the deposits of the failed bank, Central Bank agreed to
purchase essentially all of the assets.

The FDIC and Central Bank entered into a loss-share transaction on
approximately $75 million of Riverview Community Bank's assets.
Central Bank will share in the losses on the assets covered under
the loss-share agreement. The loss-sharing arrangement is
projected to maximize returns on the assets covered by keeping
them in the private sector. The agreement also is expected to
minimize disruptions for loan customers. For more information on
loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-355-0814.  Interested parties can also
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/riverview-mn.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $20 million. Central Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. Riverview Community Bank is the 105th
FDIC-insured institution to fail in the Nation this year, and the
fifth in Minnesota. The last FDIC-insured institution closed in
the state was Jennings State Bank, Spring Grove, on October 2,
2009.


ROUNDY'S SUPERMARKETS: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Milwaukee-based Roundy's Supermarkets
Inc. and revised the outlook to negative.  At the same time, S&P
affirmed Roundy's 'B' bank loan rating with a recovery rating of
'3', reflecting expectations of a meaningful (50%-70%) recovery in
the event of a payment default.  S&P expects the recovery rating
will remain at current levels even if the company achieves a lower
proportion of lenders who agree to amend and extend the terms of
the bank facility.

"Assuming a successful amendment, Roundy's credit metrics will
remain consistent with current 'B' rating level," said Standard &
Poor's credit analyst Stella Kapur.  However, liquidity will be
somewhat limited given S&P's expectation that cushion under the
company's senior leverage ratio covenant will be under 10%.  As
part of the proposed amendment, Roundy's is seeking to amend its
bank facility covenants with its tightest covenant-the senior
leverage covenant-remaining at 3.50x until the first quarter of
2011, when it will step down to 3.25x.  Roundy's needs consent
from at least 50% of its bank group to approve this covenant
change.  "Despite pushing back the timing of when the covenant
will tighten," added Ms.  Kapur, "S&P believes the company's
liquidity will be somewhat limited since Roundy's will not have
any excess cash on its balance sheet." S&P does not expect the
company's cushion to improve until the second quarter of 2010,
when S&P projects the company will be able to pay down part of its
term loan balance.

If the amend and consent proposal is successful, Roundy's bank
facility could consist of a $125 million revolving credit facility
due in 2012, a $600 million term loan C due in 2013, and a
$104 million term loan B due in 2011.  However, the final amounts
may differ.  S&P believes pro forma debt on its balance sheet will
be $794 million.  Adjusted debt (including debt-like obligations
and operating leases) will be closer to $1.6 billion.  Adjusted
debt to EBITDA will be about 5.4x and EBITDA coverage of interest
around 3.0x, which is still consistent with the current 'B'
rating.  "After Standard & Poor's adjustment for multiemployer
obligations, leverage remains consistent with current ratings,"
said Ms. Kapur.


ROYAL SHERIDAN: Court Dismisses Chapter 11 Bankruptcy Case
----------------------------------------------------------
Brian Bandell at South Florida Business Journal reports that the
bankruptcy court has dismissed Royal Sheridan Apartments' Chapter
11 bankruptcy filing.  According to Business Journal, Sovereign
Bank's foreclosure filing against Royal Sheridan in Hollywood is
continuing after the case dismissal.

Royal Sheridan Apartments is located at 4200 Sheridan Street,
Hollywood, Florida.


SCO GROUP: Appeals Court Denies Novell's Pleas on Copyright Row
---------------------------------------------------------------
Tom Harvey at The Salt Lake Tribune reports that the 10th Circuit
Court of Appeals has denied Novell Inc.'s request for the court to
reconsider its decision to overturn a lower court ruling on the
Unix copyright dispute between the company and The SCO Group, Inc.

As reported by the TCR on August 26, 2009, the U.S. Court of
Appeals for the Tenth Circuit issued its published opinion in the
case of The SCO Group, Inc. v. Novell, Inc. (No. 08-4217).  The
Tenth Circuit Court reversed in material respects the summary
judgment of August 10, 2007, rendered by the U.S. District Court
of Utah, and the Final Judgment entered on November 20, 2008.  The
Tenth Circuit Court reversed the summary judgment that Novell
didn't transfer certain UNIX copyrights to the Santa Cruz
Operations as part of an Asset Purchase Agreement executed in
1995, as amended, and it also reversed the summary judgment that
Novell had the right, under that Asset Purchase Agreement, to
waive on behalf of SCO, or to direct SCO to waive, certain claims
it had asserted against International Business Machines.  The
Tenth Circuit Court affirmed the District Court's judgment with
regards to the royalties due Novell under the 2003 Sun-SCO
Agreement of $2,547,817 plus interest.  The Court remanded the
case back to the District Court for trial.

The Court, according to The Tribune, also denied Novell's request
that all the court's judges, not just the three who heard the
original appeal, participate in a rehearing.  According to The
Tribune, Novell had argued that the three-judge panel erred
because federal law requires that the transfer of copyright
ownership be specific in a sale contract.  The report quoted Court
Clerk Elisabeth Shumaker as saying, "As no member of the panel and
no judge in regular active service on the court requested that the
court be polled, that petition is also denied."

The Tribune relates that SCO produced witnesses on the contract
negotiations who said that the intent was clearly to transfer the
copyrights in the Unix sale, convincing the appeals court panel
that there was sufficient evidence to back SCO's position that the
case should be heard in trial in Utah, where the issue could be
decided.

Novell said in a statement that it "is considering the next steps
in the appeal process."

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.
The company has office locations in Australia, Austria, Argentina,
Brazil, China, Japan, Poland, Russia, the United Kingdom, among
others.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsel.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.2 million in total liabilities, resulting in
$4.51 million in stockholders' deficit.


SCOTTSDALE RIDGE: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Scottsdale Ridge Phase II, LLC
        Po Box 5061
        Carefree, AZ 85377

Case No.: 09-26651

Chapter 11 Petition Date: October 21, 2009

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

Judge: Randolph J. Haines

Debtor's Counsel: Mark W. Roth, Esq.
                  Polsinelli Shughart P.C.
                  3636 N. Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2012
                  Fax: (602) 926.8562
                  Email: mroth@polsinelli.com

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

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

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


SELECT COMFORT: Posts $6.9 Mln Net Income in Third Quarter 2009
---------------------------------------------------------------
Select Comfort Corporation reported results for the fiscal 2009
third quarter ended October 3, 2009.  Net sales for the quarter
totaled $147.5 million, a decrease of 6 percent compared to
$157.2 million in the third quarter of 2008.  The company reported
third-quarter net income of $6.9 million, or $0.15 per diluted
share, compared to net income of $1.0 million, or $0.02 per
diluted share, in the third quarter of 2008.  The company
generated $17.4 million in cash flow from operating activities
during the quarter. Third-quarter results include a one-time
charge of $3.3 million, or $0.05 per share, associated with the
terminated financing activities year-to-date.

"Third-quarter results improved significantly as our focus on
controlling costs, building our brand for improved sales, and
preserving cash helped mitigate the impact of ongoing market
volatility," said Bill McLaughlin, president and CEO, Select
Comfort Corporation.  "While our business has begun to stabilize
and we're beginning to experience its longer-term potential,
economic and market conditions remain uncertain.  Therefore, we
are planning and managing conservatively, while prepared to
capitalize on growth as we see opportunities."

                      Third-Quarter Summary

With 14 percent fewer stores than the previous year, total sales
declined 6 percent compared to the prior-year period, with
positive same-store growth of 9 percent in the quarter.  The
company closed 14 stores during the third quarter and 65 stores
year-to-date, with plans to close an additional six stores by the
end of 2009.

Third-quarter gross profit margin was 63.4 percent, up 120 basis
points from 62.2 percent in the prior-year period and 180 basis
points on a sequential basis from 61.6 percent in the second
quarter.  The year-over-year improvement reflects efficiencies in
manufacturing, partially offset by a more aggressive promotion
strategy to generate store traffic and drive sales.

Sales and marketing costs in the third quarter of 2009 decreased
by 20 percent to $66.0 million or 44.8 percent of net sales.  This
compares to $82.0 million, or 52.2 percent of net sales, in the
prior-year period.  The reduction in costs in 2009 reflects the
lower store base and a 32-percent reduction in media spend to
$15.6 million in 2009.  General and administrative expenses were
$11.8 million in the third quarter, or 8 percent of net sales.
This compares to $11.6 million, or 7.4 percent of net sales, in
the third quarter of 2008.

For the first nine months of 2009, net sales totaled
$407.7 million, a decrease of 14.6 percent compared to
$477.5 million for the first nine months of 2008.  Net income
totaled $0.2 million, or $0.01 per diluted share, compared to a
net loss of $12.7 million, or $0.29 per diluted share, for the
first nine months of 2008.

Cash flows from operating activities for the nine-month period
were $53.0 million, which includes $26.1 million in tax refunds
associated with prior-year losses.  This compares to $12.2 million
of operating cash flow for the first nine months of 2008.  The
company reduced capital expenditures to $2.0 million for the first
nine months of 2009, compared to $28.1 million in the first nine
months of 2008.  As of October 3, 2009, cash and cash equivalents
totaled $4.8 million; and outstanding borrowings and letters of
credit under the company's revolving credit facility totaled
$30.8 million.

                              Outlook

Select Comfort has not recently provided full-year estimates about
performance.  However, because of the continued volatility of
macro-economic trends coupled with the state of the company's
turn-around, Select Comfort reports that it expects full-year 2009
earnings of between $0.02 and $0.08 per diluted share.

The company also anticipates recent sales trends to continue into
early 2010, with same-store growth largely offset by reductions in
retail stores and the discontinuation of retail-partner
distribution.  The company is prepared to take advantage of
increases in consumer demand as the economic environment improves
and its sales and marketing programs continue to take effect.

                         Financing Update

The company continues to operate under short-term waivers to
comply with certain ongoing loan covenants associated with the
$50 million available under its revolving credit facility and is
negotiating with its lenders to secure a longer-term financing
agreement.  The company also continues to evaluate financing
alternatives beyond the recently announced Sterling Partners
agreement in order to increase its financial flexibility.

                 About Select Comfort Corporation

Based in Minneapolis, Select Comfort designs, manufactures,
markets and supports a line of adjustable-firmness mattresses
featuring air-chamber technology, branded the Sleep Number(R) bed,
as well as foundations and bedding accessories.  SELECT COMFORT(R)
products are sold through its approximately 400 company-owned
stores located across the United States; select bedding retailers;
direct marketing operations; and online at
http://www.sleepnumber.com/

Select Comfort Corporation reported $86.9 million in total assets
and $133.2 million in total liabilities, resulting to
$46.3 million in stockholders' deficit as of July 4, 2009.


SEMGROUP LP: Creditors Committee Says J. Aron Claim Should be $0
----------------------------------------------------------------
Pursuant to Section 502(c)(1) of the Bankruptcy Code, the
Official Committee of Unsecured Creditors of SemGroup L.P. asks
the Court to:

  * estimate certain contingent and unliquidated claims asserted
    by BP Oil Supply Company and J. Aron & Company;

  * establish the maximum amount of the claims at zero;

  * find that J. Aron and BP Oil do not hold claims for
    purposes of effecting a setoff against certain escrowed
    funds previously tendered by J. Aron and BP Oil pursuant to
    separate tender orders entered in the actions commenced by
    J. Aron and BP Oil against the Debtors; and

  * authorize the release of the tendered funds.

Elizabeth A. Wilburn, Esq., at Blank Rome LLP, asserts that J.
Aron and BP Oil are seeking to derail the reorganization process
by asserting that the Tendered Funds cannot be released because
J. Aron and BP Oil may assert claims against those funds on
account of their purported claims of indemnification, attorneys'
fees, and breach of warranty.

Given that the claims are contingent and unliquidated, the Court
should estimate those claims under Section 502(c)(1), the
Creditors' Committee asserts.  J. Aron's and BP Oil's claims for
breach of the warranty of good title do not presently exist since
J. Aron and BP Oil have not been required to pay any third party
for the oil they purchased from the Debtors, Ms. Wilburn says.
Thus, J. Aron's and BP Oil's claims should be estimated at zero.
In line with J. Aron's and BP Oil's turnover of the Tendered
Funds, they should not be entitled to use setoff as a weapon to
hold up the release of the Tendered Funds and the Debtors'
reorganization efforts, she maintains.

                      OPC Supports Committee

The Official Producers' Committee supports the Official Committee
of Unsecured Creditors' Motions to Estimate BP Oil Supply
Company's and J. Aron & Company's Claims.

The OPC reminds the Court that under a settlement agreement
incorporated in the Fourth Amended Joint Plan of Reorganization
among the OPC, certain Producers, the Debtors, Bank of America,
N.A., as administrative agent for a consortium of lenders, and
the Creditors' Committee, the Producers bargained for and
explicitly preserved their rights to pursue Downstream Claims
against J. Aron and BP Oil without interference from BofA, the
Debtors and the Creditors' Committee.

Thus, the OPC seeks findings from the Court that nothing
contained in an order estimating BP Oil's and J. Aron's claims
characterizes, precludes, or determines the extent and validity
of the Downstream Claims and that the estimation of the
contingent claims will have no preclusive effect on the
Producers' Downstream Claims.

Samson Resources Company, Samson Lone Star, LLC, and Samson
Contour Energy E&P, LLC, adopt the OPC's response to the
Creditors' Committee's Motion to Estimate J. Aron's and BP Oil's
Claims.

               BP Objects to Estimation Request

BP Oil Supply Company complains that through the Estimation
Motion, the Creditors' Committee and the Debtors seek an improper
end-run around the protections of the BP Tender Order, the
explicit language of the Debtors' agreements with BP, and the
safe harbor provisions of the Bankruptcy Code.

On behalf of BP, David Zalman, Esq., at Kelley Drye & Warren LLP,
in New York, asserts that BP has valid indemnity claims and that
BP's current legal fees are within the scope of the indemnity
provisions of BP's agreements with the Debtors.

Mr. Zalman argues that BP's unliquidated indemnity claims for
attorneys' fees and costs and breach of warranty title cannot be
estimated at $0.

In seeking estimation at $0, Mr. Zalman complains that the
Creditors' Committee ignores the various valuations that the
Debtors have already made.  He points out that the terms of the
proposed settlement with the Producers illustrate that the
Debtors and BofA have assigned and real concrete value to the
producers' chances of success in their litigation pursuing lien
and trust claims.

According to Mr. Zalman, if the producers succeed in their
litigation against BP and prevent BP from exercising its setoff
rights, BP will be required to pay $173,991,054 to either the
Debtors or the producers.  Upon payment of those funds, BP would
have an indemnity claim against the Debtors for that amount, plus
legal fees and costs.  Applying the conservative 8.15% chance of
recovery already determined by the Debtors and Bofa, BP's
indemnity claim for a breach of warranty of title should be
valued at least $14,172,581, Mr. Zalman tells the Court.

For the reasons stated, BP asks the Court to deny the Estimation
Motion.

               BP Objects to Discovery Requests

BP asks the Court for a protective order quashing the Official
Committee of Unsecured Creditors' notice of deposition of BP's
corporate representatives.

The Deposition Notice, BP argues, should be quashed because the
Creditors' Committee failed to give reasonable notice of the
deposition.  The Deposition Notice, according to

was served late in the afternoon of a holiday weekend and seeks
testimony from a witness on 12 separate topics on three business
days notice.

The Deposition Notice should also be quashed because it seeks
information that either is protected by the attorney-client or
work product privileges, or is information that is fully provided
by BP's written responses to the Creditor Committee's Discovery
Requests, Mr. Zalman further argues.  There simply is no need to
compel a BP witness to fly across the country to testify about
information that already has been or will shortly be provided, or
which clearly is privileged, he adds.

In a separate motion, BP Oil seeks the Court's authority to file
under seal Kelley Drye & Warren LLP, as BP Oil's counsel's time
records because they contain BP Oil's confidential and privileged
information.

BP Oil explains that a declaration of Thomas B. Kinzler in
support of BP Oil's objection appended copies of the Time
Entries.  BP Oil is willing to serve the Time Entries on counsel
to the Debtors and the Creditors' Committee upon agreement by the
parties that (i) the Time Entries will be treated on a
professional eyes only, (ii) the Time Entries will be used only
in connection with the Motion to Estimate BP Oil's Claims, and
(iii) the production of the Time Entries will not waive any
applicable privilege.

BP Oil also asked the Court to shorten notice with respect to its
Motion to Seal so as to be heard on an October 19, 2009 hearing.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Producers Back $0 Allocation for ConocoPhillips
------------------------------------------------------------
Pursuant to Section 502(c)(1) of the Bankruptcy Code, SemGroup LP
and its affiliates ask the Court to:

  (i) estimate certain contingent and unliquidated claims
      asserted by ConocoPhillips Company;

(ii) establish the maximum amount of those claims at zero;

(iii) find that ConocoPhillips does not hold a claim for
      purposes of effecting a setoff against certain escrowed
      funds tendered by ConocoPhillips pursuant to a tender
      order entered in ConocoPhillips' action against the
      Debtors; and

(iv) authorize the release of the tendered funds.

On significant roadblock in the Debtors' path toward
reorganization has been erected by certain non-creditors,
including ConocoPhillips, a net debtor of the Debtors' estates.

Ian Connor Bifferato, Esq., at Bifferato LLC, in Wilmington,
Delaware, reminds the Court that a critical condition to the
compromise among the Debtors, the Official Producers' Committee,
certain Producers, Bank of America, N.A., as administrative agent
to a consortium of lenders, and the Official Committee of
Unsecured Creditors, is that a $122 million in tendered funds is
to be released from escrow to fund payments to certain creditors
under the Fourth Amended Joint Plan of Reorganization.

However, ConocoPhillips is seeking to derail the reorganization
process by objecting to the release of the Tendered Funds, citing
that it may assert a claim against those funds on account of
breach of warranty and attorneys' fees, he argues.  The Debtors
simply do not have the ability to wait for litigation arising
from ConocoPhillips' claims to be resolved, he asserts.  Against
this backdrop, ConocoPhillips' contingent and unliquidated claims
must be estimated so that the Debtors may move forward with their
reorganization efforts, Mr. Bifferato points out.  The Debtors
thus believe that ConocoPhillips' claims should be estimated at
zero.
                    OPC Supports Debtors

The Official Producers' Committee supports the Debtors' Motion to
Estimate ConocoPhillips Company's Claims.

Pursuant to a settlement agreement incorporated in the Fourth
Amended Joint Plan of Reorganization among the OPC, certain
Producers, the Debtors, Bank of America, N.A., and the Official
Committee of Unsecured Creditors, the Producers bargained for and
explicitly preserved their rights to pursue Downstream Claims
against ConocoPhillips and other parties without interference
from BofA, the Debtors and the Creditors' Committee.

Thus, the OPC seeks findings from the Court that nothing
contained in an order estimating ConocoPhillips' claims
characterizes, precludes, or determines the extent and validity
of the Downstream Claims and that the estimation of the
contingent claims will have no preclusive effect on the
Producers' Downstream Claims.

Samson Resources Company, Samson Lone Star, LLC, and Samson
Contour Energy E&P, LLC, join in the OPC's support to the
Debtors' Motion to Estimate ConocoPhillips' Claims.

                      Conoco's Objection

ConocoPhillips Company complains that the Estimation Motion, if
granted, would not only subject it to the risk of paying twice
for the same crude oil, the Motion would also completely ignore
the multitude of agreements by the Debtors, protections put in
place by Conoco to avoid the very problem, and the proper
application of the estimation procedures provided for under
Section 502(e) of the Bankruptcy Court.

For these reasons, Conoco asks the Court to deny the Estimation
Motion and assert that the Escrowed Funds must remain in escrow
until the rights to the funds are properly and finally
determined.

                        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 With BP Oil
--------------------------------------------
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 authorize the
Debtors' entry into a settlement agreement with BP Oil Supply
Company.  The Creditors' Committee and Bank of America, N.A., as
administrative agent for a consortium of lenders, consented to
the Settlement.

To avoid the costs and time associated with expensive,
burdensome, and protracted litigation regarding BP Oil's
adversary complaint seeking authority to tender $10,664,032 as
final settlement amount to the Debtors; the Creditors'
Committee's Motion to Estimate BP Oil's Claims and the Debtors'
Motion to Release $122 Million in Escrowed Funds; and other
disputes, the parties engaged in extensive and arms-length
negotiations that ultimately resulted to the Settlement.

The material terms of the Settlement are:

  * 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;

  * pursuant to the Settlement and the Fourth Amended Joint Plan
    of Reorganization, (i) the Debtors, the Reorganized Debtors
    and the Litigation Trust will be deemed to have released,
    and will be permanently enjoined from any prosecution of
    certain causes of action relating to any commodity trades by
    BP Oil with the Debtors, BP Oil agreements with the Debtors
    or any related transactions against BP Oil and its
    affiliates and officers; and (ii) BofA and the Prepetition
    Lenders will be deemed to have released, and will be
    permanently enjoined from any prosecution of causes of
    action relating to any commodity trades by BP Oil with the
    Debtors, the BP Agreements or any related transactions
    against BP Oil and its affiliates;

  * 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 BP Oil
    relating to oil and gas BP purchased from the Debtors.
    Costs incurred from that discovery are to be borne by the
    parties in accordance with applicable law;

  * the Settlement will become effective on the date that is the
    Effective Date of the Plan;

  * BP Oil 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 Effective Date occurs and BP elects to
    proceed with its BP Contribution, BP Oil will pay to the
    Producer Representative cash aggregating $1 million for
    distribution solely to the Producers named as defendants in
    the Tender Adversary that do not choose to opt out of a
    proposed settlement between BP Oil and the Producer
    Defendants.  The BP 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 BP
    Producer Settlement.  In consideration for the distributions
    to be made from the BP Contribution, each Participating
    Producer will release and be permanently enjoined from any
    prosecution or attempted prosecution of the BP Released
    Causes of Action.

Thomas F. Driscoll III, Esq., at Bifferato LLC, in Wilmington,
Delaware, notes that 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.  He asserts that the Settlement will
result in a substantial recovery of assets by the Debtors, which
will ultimately inure to the benefit of their creditors,
including the Producers.  The Debtors' inability to access the
Tendered Funds undermines the Debtors' ability to proceed with
the Producer Settlement, thereby severely jeopardizing the
Debtors' ability to confirm and consummate the Plan, he points
out.  He adds that the BP Contribution and Participating Producer
Releases are important features of the Settlement and will
increase the recoveries to the Participating Producers.

The Debtors and the Creditors' Committee jointly ask the Court to
shorten notice with respect to the Motion to Approve Settlement
and schedule a hearing with respect to the Motion to Approve
Settlement for October 26, 2009, with an objection deadline on
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)


SENSIVIDA MEDICAL: Posts $458,090 Net Loss in 2009 Second Quarter
-----------------------------------------------------------------
SensiVida Medical Technologies, Inc. reported a net loss of
$458,090 for the second quarter ended August 31, 2009, compared
with a net loss of $417,685 in the corresponding period of 2008.

For the six months ended August 31, 2009, the Company reported net
income of $262,638, compared with a net loss of $996,347 in the
same period last year.

The Company had no revenues during the three and six months ending
August 31, 2009, and August 31, 2008.  Results for the six months
months ended August 31, 2009, include a gain on cancellation of
indebtedness of $1,252,776.

In March, 2009, Mr. Peter Katevatis voluntarily terminated his
employment agreement as chief executive officer and chairman along
with his anti-dilution rights and exercised his option to convert
all outstanding salary and fees accrued thru November 2008
totaling $2,147,187 in exchange for 1,172,510 shares of the
Company's common stock.  The gain was recognized based on the fair
market value of the shares issued (the closing price of the
Company's common stock of the date of issuance) in comparison to
the outstanding obligation resulting in a gain approximating
$1,209,179.

In addition, the Company has written off certain accrued outside
consulting fees totaling $43,597 that had been outstanding for a
number of years due to lack of completion of the engagement by the
consultant.

At August 31, 2009, the Company's consolidated balance sheet
showed $2,815,050 in total assets, $2,774,711 in total
liabilities, and $40,339 in total shareholders' equity.

The Company's consolidated balance sheet at August 31, 2009, also
showed strained liquidity with $11,209 in total current assets
available to pay $2,774,711 in total current liabilities.  The
current deficiency in working capital of $2,763,502 is primarily
represented by accruals for professional fees, consulting,
salaries and wages and convertible debt.

Full-text copies of the Company's consolidated financial
statements for the quarter ended August 31, 2009, are available at
no charge at http://researcharchives.com/t/s?4754

                      Going Concern Doubt

Morison Cogen LLP, in Bala Cynwyd, Pennsylvania, expressed
substantial doubt about SensiVida Medical Technologies, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements as of and for the
years ended February 28, 2009, and February 29, 2008.  The
auditing firm reported that the Company has no revenues, incurred
significant losses from operations, has negative working capital
and an accumulated deficit.

The Company says that its ability to continue operations is
largely dependent upon obtaining regulatory approval for the
commercialization of its cancer detection technology.

Based in Henrietta, New York, SensiVida Medical Technologies Inc.
(OTC: SVMT) fka Mediscience Technology Corp. is a bio-medical
diagnostic device company.  The Company has operated in one
business segment and continues to be engaged in the design and
development of medical diagnostic instruments that detect cancer
in vivo in humans by using light to excite the molecules contained
in tissue and measuring the differences in the resulting natural
fluorescence between cancerous and normal tissue.  Effective
March 3, 2009, with the merger of SensiVida Medical Systems, Inc.
into the Company's wholly-owned subsidiary BioScopix, Inc., the
Company's technology will also focus on the automation of analysis
and data acquisition for allergy testing, glucose monitoring,
blood coagulation testing, new tuberculosis testing, and
cholesterol monitoring.


SI HOTEL: Files for Ch 11 to Dodge Foreclosure Sale
---------------------------------------------------
SI Hotel Holding LLC has filed for Chapter 11 bankruptcy
protection to stop an October 22 foreclosure sale of the
Graniteville hotel, The Staten Island Hotel, Karen O'Shea at
SILive.com reports.  SILive.com relates that SI Hotel's principal
Leib Puretz is already in foreclosure on several signature Island
projects.  Court documents say that SI Hotel listed more than
$10 million in assets and more than $10 million in debts owed to
50 to 99 creditors.

SI Hotel Holding LLC owns The Staten Island Hotel at Richmond
Avenue on Staten Island.


SI HOTEL: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: SI Hotel Holding LLC
        1877 E. 9th St.
        Brooklyn, NY 11223

Case No.: 09-49220

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: October 21, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Bruce Weiner, Esq.
                  Rosenberg Musso & Weiner LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: (718) 625-1966
                  Email: rmwlaw@att.net

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

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

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


SIX FLAGS: 35 Trade Creditors Sell Claims Totaling $430,000
-----------------------------------------------------------
Thirty-five trade creditors, from September 28 to October 16,
2009, transferred claims totaling $430,245 to:

Transferee                                        Amount
----------                                        ------
ASM Capital, LP                                  $24,332
ASM Capital III, LP                              $41,472
Fair Harbor capital, LLC                         $39,809
Liquidity Solutions, Inc.                        $96,568
Pioneer Funding Group LLC                       $159,797
U.S. Debt Recovery LLC                           $52,766
VonWin Capital Management                        $15,501

A list of the names of the transferors is available for free
at http://bankrupt.com/misc/SixF_ClaimsTrnsfrslst_Sep28_Oct16.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).


STAMFORD INDUSTRIAL: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Stamford Industrial Group, Inc. filed with the asks the U.S.
Bankruptcy Court for the Northern District of Ohio its schedules
of assets and liabilities disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               $62,200
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $13,226,203
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $470,523
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $609,719
                                 -----------      -----------
        TOTAL                        $62,200      $14,306,445

Stamford, Connecticut-based Stamford Industrial Group, Inc., dba
Net Perceptions, Inc., filed for Chapter 11 on Sept. 28, 2009
(Bankr. N.D. Ohio Case No. 09-43669).  In its petition, the Debtor
listed $50,001 to $100,000 in assets and $10,000,001 to
$50,000,000 in debts.


STAMFORD INDUSTRIAL: Meeting of Creditors Slated for November 9
---------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
in Stamford Industrial Group, Inc.'s Chapter 11 case on Nov. 9,
2009, at 10:00 a.m.  The meeting will be held at the Federal
Building, 10 East Commerce St., 341 Meeting Room, 3rd Floor,
Youngstown, Ohio.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Stamford, Connecticut-based Stamford Industrial Group, Inc., dba
Net Perceptions, Inc., filed for Chapter 11 on Sept. 28, 2009
(Bankr. N.D. Ohio Case No. 09-43669).  In its petition, the Debtor
listed $50,001 to $100,000 in assets and $10,000,001 to
$50,000,000 in debts.


STAMFORD INDUSTRIAL: Taps Calfee Halter as Bankruptcy Counsel
-------------------------------------------------------------
Stamford Industrial Group, Inc., asks the U.S. Bankruptcy Court
for the Northern District of Ohio for permission to employ Calfee,
Halter & Griswold LLP as counsel.

Calfee will assist the Debtor to execute the duties as debtor and
to implement its Chapter 11 strategy.

James M. Lawniczak, a partner of Calfee, tells the Court that
Calfee performed certain legal services prior to the petition date
and the Debtor does not anticipate that it will owe Calfee any
amount for prepetition services performed.  Calfee represents the
Debtor's subsidiary Concord Steel Inc.'s bankruptcy case.

The hourly rates of Calfee personnel are:

     Mr. Lawniczak, partner            $485
     Gus Kallergis, associate          $325
     Tiiara N. A. Patton, associate    $218
     Christine P. Buddner, paralegal    $175

Mr. Lawniczak assures the Court that Calfee is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Lawniczak can be reached at:

     Calfee, Halter & Griswold LLP
     1400 KeyBank Center
     800 Superior Avenue
     Cleveland, Ohio 44114
     Tel: (216) 622-8200
     Fax: (216) 241-0816

                    About Stamford Industrial

Stamford, Connecticut-based Stamford Industrial Group, Inc., dba
Net Perceptions, Inc., filed for Chapter 11 on Sept. 28, 2009
(Bankr. N.D. Ohio Case No. 09-43669).  In its petition, the Debtor
listed $50,001 to $100,000 in assets and $10,000,001 to
$50,000,000 in debts.


STERLING ENERGY: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sterling Energy Resources, Inc.
        10551 Barkley, Suite 108
        Overland Park, KS 66212

Case No.: 09-23542

Chapter 11 Petition Date: October 21, 2009

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: James F.B. Daniels, Esq.
                  McDowell, Rice, Smith & Buchanan, P.C.
                  605 W. 47th Street, Suite 350
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Email: jdaniels@mcdowellrice.com

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

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

According to the schedules, the Company has assets of at least
$20,150,000, and total debts of $4,692,512.

The petition was signed by Reid Scofield.

Debtor's List of 7 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Cantex Drilling            Agreed judgement       $90,000

CC Forbes Co., LP          Business debt          $68,449

K&D Equipment Sales        Business debt          $33,500

Liberty Pump & Supply      Business debt          $14,344

Pecos County Tax Office    Business debt          $148,258

Tubular Products of Texas  Business debt          $20,000

Weatherford International  Business debt          $25,000


SUNWEST MANAGEMENT: Reaches Tentative Settlement with Davis Wright
------------------------------------------------------------------
The federal receiver for Sunwest Managemen, Michael Grassmueck,
announced that a tentative settlement has been reached with the
law firm of Davis Wright Tremaine, former counsel for Canyon Creek
Development, a Jon Harder-related enterprise.  Appointed this past
March by the U.S. District Court in Eugene, Ore., Grassmueck has
been intimately involved in the efforts to reorganize Sunwest in
order to best compensate misled investors and claimants.  Along
this vein, Grassmueck filed a lawsuit against Davis Wright
Tremaine in the U.S. District Court, alleging that the firm's
negligence contributed to the defrauding of investors and
creditors.

"I am very pleased with the settlement reached on behalf of
Sunwest investors and creditors," said Grassmueck.  "Numerous
claimants have suffered immeasurably over the past year as their
investments have evaporated.  This early settlement with Davis
Wright Tremaine is very significant because it brings money to the
estate and because it begins to recognize the problems and start
the restitution process."  Mr. Grassmueck as receiver is charged
with determining claims against others for return of monies for
various reasons including claims against former professional
advisors of the company.

The suit against Davis Wright Tremaine was the first of four that
Grassmueck has filed against the law firms and accountants who
represented the company, and the first to settle.

Former CEO of Sunwest, Jon Harder, has filed for personal
bankruptcy in U.S. District Court and remains at the center of the
controversy surrounding mismanagement at the firm and its
associated businesses.  To preserve the value of Sunwest's assets
-- primarily senior living communities -- the company is now under
the direction of chief restructuring officer Clyde Hamstreet of
Hamstreet & Associates, a Portland, Ore.-based turnaround firm.
Grassmueck has been working alongside Hamstreet to develop a
distribution and reorganization plan that would best compensate
investors and claimants moving forward.

                       About Sunwest Management

Founded in Oregon in 1991, Sunwest Management --
http://www.sunwestmanagement.com/-- remains one of the largest
private senior living providers in the country and is a
significant Oregon employer.  In 2008, the company engaged
Hamstreet & Associates and Alvarez & Marsal to serve as financial
advisors. Clyde Hamstreet is founder and principal of Hamstreet &
Associates, a Portland-based, nationally recognized turnaround
firm that is leading the effort to provide quality care, preserve
value, and help Sunwest meet its obligations to creditors and
investors. Michael Grassmueck is the founder and principal of
Grassmueck Group, a national firm that specializes in fiduciary
and insolvency services, which is based in Portland, Ore.  He has
served as a trustee in bankruptcy and as fiduciary in the state
and federal courts in thousands of cases for more than 25 years.

In March 2009, U.S. District Judge Michael Hogan appointed Michael
Grassmueck as receiver after the Securities and Exchange
Commission filed suit against Sunwest and former CEO Jon Harder,
alleging securities fraud.

The Company engaged Clyde Hamstreet as chief restructuring officer
in late November 2008 to serve as CRO, an appointment continued in
March by the U.S. District Court after the SEC lawsuit was filed.

Sunwest Management has put 10 assisted living centers -- two in
Oregon -- into Chapter 11 bankruptcy.  Briarwood Retirement and
Assisted Living Community LLC, which owns a retirement center in
Springfield, and Century Fields Retirement and Assisted Living
Community LLC, which owns a center in Lebanon, filed for Chapter
11 on Aug. 19, 2008.  On Aug. 17, 2008, eight Sunwest-affiliated
LLCs filed for Chapter 11 bankruptcy protection from creditors in
Tennessee.


SUPERIOR PLUS LP: DBRS Assigns Rating of 'BB'
---------------------------------------------
DBRS has assigned a rating of BB (high) with a Stable trend to
Superior Plus LP's (Superior or the Partnership) issuance of
$150 million of 8.25% Senior Unsecured Debentures, Series C,
maturing on October 27, 2016 (the Unsecured Debentures).  The
trend is Stable. The issue is expected to settle on or about
October 27, 2009.

The Unsecured Debentures rank junior to Superior's outstanding
US$10 million 6.13% Senior Secured Notes due October 29, 2013, and
US$150 million 6.62% Senior Secured Notes due October 29, 2015
(collectively, the Senior Secured Notes; currently rated BBB (low)
with a Stable trend) as well as to Superior's credit facility.

The Unsecured Debentures are guaranteed by Superior General
Partner Inc., Superior International Inc., ERCO Worldwide (USA)
Inc. and Specialty Products & Insulation Co. (SPI).  Net proceeds
from the sale of the Unsecured Debentures will be used to repay
existing bank indebtedness under Superior's credit facility
(balance of approximately $342 million outstanding on a pro forma
basis at June 30, 2009, following the two acquisitions noted below
and prior to this issuance) and for general corporate purposes.
DBRS expects adequate cash flow and asset coverage for the
Unsecured Debentures.

The Unsecured Debentures issue follows the September 2009 closing
of the acquisitions of SPI for US$135 million and Sunoco Retail
Heat for US$86 million financed in aggregate with a combination of
the credit facility at the Partnership (36%), and common equity
(35%) and subordinated convertible debentures (29%) at the
Partnership's parent company, Superior Plus Corporation.  The
acquisitions are expected to be accretive to cash flow (Superior
Plus Corporation forecasts six to eight cents per common share in
2010); add geographic and market diversification to Winroc
Corporation, its construction products distribution business and
Superior Propane, its propane distribution business; and result in
minimal impact on its key credit metrics.


SWIFT TRANSPORTATION: Bank Debt Trades at 14% Off
-------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 86.25 cents-on-the-dollar during the week ended Friday,
Oct. 23, 2009, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 2.35 percentage points from the previous week, The Journal
relates.  The loan matures on March 15, 2014.  The Company pays
325 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Oct. 23, among the 164 loans with five or more bids.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--
hauls freight such as building materials, paper products, and
retail merchandise throughout the US and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.  Chairman and CEO Jerry
Moyes owns the company, which he founded in 1966, took public, and
took private again in 2007.


SYSTEMONE TECHNOLOGIES: Commences Prepack Chapter 11 in Miami
-------------------------------------------------------------
SystemOne Technologies Inc. has filed a chapter 11 petition
together with a prepackaged Chapter 11 plan on October 21, in
Miama (Bankr. S.D. Fla. Case No. 09-32815).

The Company listed assets of $2.2 million and $22 million in debt.
Under the Plan, subordinated noteholders owed $14.5 million are to
receive all the new stock.  Secured creditors owed $7.4 million
will be paid in full, as will general unsecured creditors owed
less than $39,000.  Existing shareholders are to receive nothing.

SystemOne designs, manufactures, and sells an innovative line of
self-contained recycling parts washers.  Its patented integrated
recycling process claims to provide unparalleled resource recovery
and waste minimization benefits for all aspects of repair and
maintenance operations within the automotive, aviation, marine,
and general industrial markets, in both private and governmental
sectors.


TAJ GRAPHICS: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: TAJ Graphics Enterprises, LLC
        211 Walnut Boulevard, Suite 1
        ROCHESTER, MI 48307

Case No.: 09-72532

Chapter 11 Petition Date: October 21, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge:  Marci B. McIvor

Debtor's Counsel: John D. Hertzberg, Esq.
                  30150 Telegraph Rd., Suite 444
                  Bingham Farms, MI 48025
                  Tel: (248) 540-3200
                  Email: jdhertz@hertzbergpc.com

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

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

The petition was signed by Robert Kattula, the company's
authorized agent.

Debtor's List of 7 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Washington Mutual Bank     Guaranty               $2,000,000
PO Box 9001123
Louisville, KY 40290

Rehman Group               Accounting services    $75,000

Furniture Land South       Goods                  $55,000

US Bank                    Credit Card Purchases  $40,000

BLN Capital Funding        Loans                  $40,000

GMAC Financial             Car Lease              $36,804
c/o Schneiderman & Sherman

Home Depot                 Credit Card Purchases  $13,290


TATANKA HOTEL: Wants to Hire Macy Law Office as Counsel
-------------------------------------------------------
Tatanka Hotel Development Partners LLC asks the U.S. Bankruptcy
Court for the District of Wyoming form permission to employ Macy
Law Office PC as its counsel to, among other things, assist the
Debtor to obtain confirmation of a Chapter 11 plan.

Mark E. Macy, Esq., attorney of the firm, charges $175 per hour
for this engagement.

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

Based in Miami, Florida, Tatanka Hotel Development Partners LLC
filed for Chapter 11 on September 30, 2009 (Bankr. D. Wyo. Case
No. 09-20976).  In its petition, the Debtor listed both assets and
debts between $10 million and $50 million.


TELIGENT INC: CEO's Former Counsel Can't Object to Settlement
-------------------------------------------------------------
WestLaw reports that a law firm that had originally represented
Chapter 11 debtor's former chief executive officer on preference
and fraudulent transfer claims asserted by unsecured claims
representative was not "party in interest" and had no standing to
object to settlement negotiated by successor counsel, pursuant to
which former CEO agreed to pursue legal malpractice claims against
law firm and to assign 50% of net proceeds of these malpractice
claims to unsecured claims representative.  Furthermore, even
assuming that the firm had standing, its failure to oppose the
settlement would not collaterally estop it from subsequently
challenging the validity of the assignment, as this was not a
question considered by the bankruptcy court in deciding whether to
approve the settlement.  In re Teligent, Inc., --- B.R. ----, 2009
WL 3037999, 52 Bankr. Ct. Dec. 37 (Bankr. S.D.N.Y.) (Bernstein,
C.J.).

Savage & Associates, P.C., in its capacity as the Unsecured Claims
Estate Representative under Teligent's Third Amended Plan of
Reorganization, sued (E.D. Va. Case No. 08-cv-00262) Alex Mandl,
Teligent's former CEO, and obtained a $12 million judgment against
him on account of a forgiven loan.  After the entry of that
judgment, Mr. Mandl discharged K & L Gates LLP, participated in
mediation with lawyers at Greenberg Traurig, LLP, and eventually
settled with Savage.  As part of the settlement, Mr. Mandl agreed
to pay Savage $6 million and assigned to Savage 50% of the
proceeds derived from his legal malpractice claim against K & L.
As contemplated by the settlement, Mr. Mandl sued K & L for legal
malpractice in the District of Columbia.  K & L objected to the
settlement when it Savage presented to the Bankruptcy Court for
Judge Bernstein's stamp of approval.

Teligent, Inc., a provider of broadband communication services
offering business customers local, long distance, high-speed
data and dedicated Internet services over its digital SmartWave
local networks in major markets throughout the United States,
filed for chapter 11 protection on May 21, 2001.  James H.M.
Sprayregen, Esq., Matthew N. Kleiman, Esq., and Lena Mandel,
Esq., at Kirkland & Ellis represented the Debtors in their
restructuring effort.  When the Company filed for protection from
its creditors, it listed $1,209,476,000 in assets and
$1,649,403,000 debts.  The Debtors' Third Amended Plan of
Reorganization was confirmed on Sept. 6, 2002.  Pursuant to the
confirmed Plan, Savage & Associates, P.C., serves as the
Unsecured Claims Estate Representative to pursue preference
litigation and other post-confirmation recovery actions.


TEMESCAL HEIGHTS: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Temescal Heights - 8 LLC
           aka Temescal Heights
        9050 Pulsar Court Suite C
        Corona, CA 92883

Bankruptcy Case No.: 09-35130

Chapter 11 Petition Date: October 21, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Richard M. Neiter

Debtor's Counsel: Joshua Gottheim, Esq.
                  9050 Pulsar Court, Suite C
                  Corona, CA 92883
                  Tel: (951) 667-6233

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
6 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-35130.pdf

The petition was signed by Ali Sahabi, manager of the Company.


THORNBURG MORTGAGE: TMAC Sues for Payments Under Management Deal
----------------------------------------------------------------
Garrett Thornburg, the former Chairman of the Board of Directors
of TMST, Inc., formerly known as Thornburg Mortgage, Inc.,
resigned from the Board of Directors of TMST on October 2, 2009.

On October 15, 2009, the Company notified Thornburg Mortgage
Advisory Corporation, the Company's external manager, that the
Company must be repaid reimbursements that TMAC received from the
Company for expenses that were improperly charged to the Company
by TMAC.  As an interim measure, the Company demanded that TMAC
immediately establish an escrow account in the amount of
$4.8 million with the Bankruptcy Court pending a determination of
the amount of the improper payments to TMAC.

On October 16, 2009, TMAC filed a complaint for a declaratory
judgment and accounting against TMST Inc. with respect to amounts
TMAC claims to be owed by TMST Inc., among other things.  Mr.
Thornburg is the sole director, president and a controlling
shareholder of TMAC.  The Complaint also includes breach of
fiduciary duty and quantum meruit claims against Larry Goldstone,
Clarence Simmons, III, SAF Financial, Inc., and Charles Macintosh.

According to the Complaint, TMST was an externally managed real
estate investment trust.  Beginning at the inception of TMST, TMAC
was the external manager that provided consulting advice and day-
to-day administration of the operations of TMST and made available
its assets for the use of TMST in the operation of its business.
By letter agreement dated April 8, 2009, TMST and TMAC further
amended the parties' Amended and Restated Management Agreement to
eliminate the monthly fee and to eliminate a termination fee that
would have been owed in certain circumstances.  In return, TMST
agreed to reimburse TMAC for its all expenses incurred by TMAC for
TMST, including "costs of winding up or disposing of a business or
activity." On May 6, 2009, the Bankruptcy Court ordered that "The
TMA Debtors are authorized to continue reimbursement payments to
TMAC pursuant to and as provided in the Amended TMAC Management
Agreement."

According to TMAC, an actual dispute exists between TMAC and TMST
regarding:

     -- whether the payments to Qwest Corporation for Qwest
        terminated contracts are reimbursable; and

     -- whether payments under the Consolidated Omnibus Budget
        Reconciliation Act of 1985 are reimbursable.

TMAC relates that as direct result of the winding up of the TMST
business activities, certain telecommunication and other services
provided by Qwest became unnecessary and were terminated.
Pursuant to the agreements entered into with Qwest, certain
termination charges became due as a result of the early
termination of the contracts.

TMAC said it would have been imprudent of TMAC to fail to
terminate the Qwest terminated contracts with Qwest because of the
magnitude of the monthly charges and the lack of any need for such
services.  Because of the 1.5% per month interest charge permitted
to be assessed by Qwest in the Qwest terminated contracts, it
would have been imprudent of TMAC to fail to make the required
payments to Qwest.

TMAC made the payments and has requested reimbursement.  TMST has
failed and refused to either reimburse TMAC or to acknowledge that
the payments to Qwest are reimbursable.

TMAC also said as a result of the termination of the employees in
furtherance of TMST's winding up and disposing of its operations,
TMAC incurred obligations to the employees pursuant to the COBRA
to provide health insurance for up to 18 months after termination.
TMAC is meeting its obligations to the employees who provided the
services to TMST.  TMST has failed and refused to either reimburse
TMAC or to acknowledge that the payments for the COBRA obligation
are reimbursable.

TMST has made demand on TMAC for the repayment of various amounts
which TMST now claims were improperly paid to TMAC.  TMAC has
acknowledged that certain amounts claimed by TMST are correctly
credited against amounts TMST owes TMAC (or would be properly
reimbursed by TMAC if TMST paid its obligations).  However,
disputes between the parties remain.

Prior to bankruptcy filing, TMST had spent significant amounts of
time and effort investigating the possibility of a reorganization
plan involving TMST emerging from bankruptcy as a savings and loan
association in the mortgage business.  The concept is referred to
here as the "Thrift Strategy."  Eventually, but before the filing,
TMST determined that it was unable to accomplish the Thrift
Strategy.  According to TMAC, Messrs. Goldstone and Simmons, with
others, formed SAF for the purpose of pursuing their own Thrift
Strategy.  TMAC said certain of the amounts claimed by TMST are
claimed because TMST alleges the payments were actually made for
the benefit of SAF by Messrs. Goldstone or Simmons misusing their
positions as officers of TMST and TMAC.  To the extent Messrs.
Goldstone or Simmons misused their positions as an officer of
TMAC, such use was a breach of fiduciary duty and a breach of
their duty of loyalty to TMAC and Messrs. Goldstone and Simmons
are liable to TMAC for any amounts expended by TMAC for their
benefit.  To the extent SAF benefited from the misuse by Messrs.
Goldstone or Simmons of their positions as officers of TMAC, SAF
is liable to TMAC for any amounts expended by TMAC for its
benefit.

TMST is demanding the following be paid by TMAC to TMST, which
demands TMAC disputes:

     -- TMST claims that payments in the amount of $626,402 made
        to SS&C Technologies, Inc., were actually for or became
        for the benefit of SAF so TMST should be reimbursed for
        such amounts by TMAC.

     -- TMST claims that amounts totaling $854,175 paid to various
        professionals for services provided to TMST as part of its
        investigation of the Thrift Strategy were or became for
        the benefit of SAF so TMST should be reimbursed for such
        amounts by TMAC.

     -- As a result of the winding up of the business of TMST and
        its decision that TMAC should terminate the employees of
        TMAC who had provided services to TMST, TMAC became liable
        to such employees for amounts due under the WARN Act. TMST
        contends that TMAC should reimburse to TMST the $2,198,129
        paid to such employees.

     -- As a result of the winding up of the business of TMST of
        its business operations, certain offices were
        consolidated. TMST claims that $349,186 incurred by TMAC
        to accomplish that work should be reimbursed to TMST.

     -- Macintosh was paid $270,000 on March 31, 2009, and TMST
        claims such payment was improper.

     -- TMST is demanding reimbursement of a group of other
        miscellaneous expense that it had previously paid.

According to TMAC, to the extent TMST is correct that any payment
made by TMAC is not properly reimbursable by TMST or that TMAC has
to refund such payment because such payment was improperly made by
or for the benefit of SAF, Messrs. Goldstone, Simmons or
Macintosh, such person or entity should reimburse TMAC for such
payment.  To the extent Messrs. Goldstone or Simmons directed or
authorized the payment by TMAC of any amounts for the benefit of
SAF, such conduct violated the duty of loyalty of Goldstone or
Simmons.  TMAC is entitled to judgment for any such amounts.

TMAC is represented by Kevin F. Arthur, Esq., and James P. Ulwick,
Esq., at KRAMON & GRAHAM, P.A., in Baltimore, Maryland; and Paul
M. Fish, Esq., at MODRALL, SPERLING, ROEHL, HARRIS & SISK, P.A.,
in Albuquerque, New Mexico.

In a regulatory filing, TMST said at a meeting September 15, 2009,
the TMST Board of Directors directed the Debtors' financial
advisor, Protiviti Inc., and Venable to investigate immediately
possible claims and causes of action that might be brought against
Messrs. Goldstone, Simmons, SAF and others with respect to
improper use of the assets and resources of the TMST Debtors'
bankruptcy estates.  As a result of that investigation, TMST filed
a Complaint against Messrs. Goldstone, Simmons and SAF October 6,
2009 (TMST, Inc v. Larry Goldstone, et al., Adversary Pro. No.
09-00689 (DWK)).  A Pre-Trial Conference on the TMST Complaint is
scheduled for December 3, 2009.  The TMST Complaint sets forth at
length the misuse of estate assets and other wrongful conduct
engaged in by Messrs. Goldstone, Simmons, SAF and others.

The Debtors reserve all of their rights against Messrs. Goldstone,
Simmons, SAF, TMAC and others.

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

               http://ResearchArchives.com/t/s?4750

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


THORNBURG MORTGAGE: Works on Liquidating Plan; Adfitech Plan Filed
------------------------------------------------------------------
TMST, Inc., formerly known as Thornburg Mortgage, Inc., and its
debtor-affiliates filed on August 25, 2009, a motion to extend the
exclusive periods during which they may file a Chapter 11 plan or
plans and solicit acceptances thereof.  On September 14, 2009, the
Court entered an Order extending the exclusive periods to
October 28, 2009, and December 27, 2009, respectively.

The TMST Debtors are in the process of preparing a draft Chapter
11 plan of liquidation, which the TMST Debtors expect to negotiate
with the Creditors' Committee to develop a consensual Chapter 11
plan of liquidation that has the support of the Creditors'
Committee.

The Debtors at the request of the Creditors' Committee decided to
stop the sale process for Debtor ADFITECH, Inc., and to work with
the Creditors' Committee to formulate a Chapter 11 plan of
reorganization for Adfitech.  On October 16, 2009, Adfitech
successfully concluded its discussions with the Creditors'
Committee and filed its Chapter 11 Plan of Reorganization.

Adfitech is an independently-operated, wholly-owned subsidiary of
TMHL that provides mortgage-related auditing and quality control
consulting services to financial institutions.  Adfitech is self-
funded, has its own separate workforce and bank accounts, and
operates independently from TMST and TMHL at offices located in
Edmond, Oklahoma on unencumbered real estate owned by Adfitech.

On September 21, 2009, the Court held a hearing on the Debtors'
motion for authority to employ Interactive Mortgage Advisors, LLC,
as the broker for the sale of the mortgage servicing rights owned
by the Debtors.  On September 30, 2009, the Debtors supplemented
the motion to employ IMA as directed by the Court.  The time to
respond to the motion as supplemented has expired without any
objections being filed.  To date, the Court has not approved the
employment of IMA.  Nevertheless, IMA has continued to work with
the Debtors on their ongoing preparations for the sale of the
mortgage servicing rights.

On September 28, 2009, the Court entered the Stipulation and
Consent Order agreed to by the Debtors, the Creditors' Committee
and Century Bank that resolved the motion for relief from
automatic stay filed by Century Bank against TMST and TMHL.

On September 10, 2009, Ike Kalangis resigned as a member of the
TMST Board of Directors.  On October 2, 2009, Garrett Thornburg
resigned as a member and Chairman of the TMST Board of Directors.
At a meeting on October 5, 2009, the TMST Board of Directors
selected Dean Thomas F. Cooley, a member of the TMST Board and the
Dean of the Stern School of Business at New York University, to
serve as Chairman of the TMST Board of Directors.

Moreover, effective September 15, 2009, Messrs. Goldstone and
Simmons resigned as directors of Adfitech.  On October 6, 2009,
Anne-Drue M. Anderson was elected as a director of Adfitech.
Thomas G. Apel, Chairman and Chief Executive Officer of Adfitech,
resigned as an officer and director effective October 13.  At a
meeting of the Adfitech Board of Directors held on October 12, the
current President of Adfitech, Samuel E. Meek, was elected as a
director and Ms. Anderson was selected as Chairman of the Board.
Adfitech is engaged in discussions with Mr. Apel about his
continuing to assist Adfitech by serving as a consultant on an
hourly basis.

During the reporting period, Adfitech determined that the pre-
petition accounts receivable amount of $37,500 related to TMHL
would be uncollectible and, accordingly, that receivable was
written off as a bad debt.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TIMBERWEST FOREST: Lenders Waive EBITDA Covenant on Loan
--------------------------------------------------------
TimberWest generated modestly better earnings and distributable
cash this quarter as compared to last quarter despite extremely
weak business conditions.  While log prices are not showing any
improvement yet, and log sales realizations are under pressure
with a strengthening Canadian dollar, the company has begun to see
stability in prices with log sales volumes firming up for the
first time in many quarters.  Real estate sales were also higher
this quarter at $7.9 million at values averaging $4,060 per acre.

The Company generated a distributable cash loss for the quarter of
$3.8 million, or $0.05 per Stapled Unit.  That compares to a
distributable cash loss of $5.4 million, or $0.07 per Stapled Unit
for last quarter and a loss of $6.3 million, or $0.08 per Stapled
Unit in Q3 2008.  Year to date, the distributable cash loss was
$24.5 million, or $0.32 per Stapled Unit, including $9.0 million
of financing costs, compared to a distributable cash loss of
$13.4 million, or $0.17 per Stapled Unit, for the first three
quarters of 2008.

"While there were small increases in US housing starts during Q3,
2009, they are at significantly lower than historical levels with
housing starts in Japan up slightly from historic lows.  Asian log
markets and hence our sales volumes continued to perform better
than both the US and domestic markets during the quarter," said
Paul McElligott, President and Chief Executive Officer,
TimberWest.  "In spite of the slight improvement in volumes, we
have not experienced any improvement in underlying prices."

Couverdon had a strong quarter for the sale of non-core higher and
better use lands.  Total real estate revenues for the quarter were
$7.9 million, bringing year-to-date revenues to $14.8 million.  On
a per acre basis for the quarter, sales averaged $4,060 per acre
and year-to-date we have averaged $3,755 per acre.

As previously disclosed, the Company advised it may breach its
EBITDA bank covenant as currently constructed in 2010 and that it
has been working with its lenders to modify the credit agreement.
The Company on October 22 said it has reached agreement with the
lenders which will waive the EBITDA covenant for the remaining
term of the loan through 2010 and 2011.  The maximum availability
under the line is set at $220 million for 2010 and $215 million
for 2011.  So long as the Company generates cumulative minimum
EBITDA of $325,000 for Q1, 2011; $650,000 for Q2, 2011; $975,000
for Q3, 2011 and $1.3 million for Q4, 2011 then the maximum
availability under the line will be increased to $230 million for
2011.

This credit amendment provides TimberWest with a more durable
solution to its financing needs throughout this extended economic
downturn.

While there is not a specific EBITDA test for bank covenant
purposes for the third quarter, EBITDA per this calculation was
$2.0 million for Q3 and on a year to date basis EBITDA was
$0.8 million.  The next and last minimum EBITDA test that the
Company is required to satisfy is for the calendar year ending
December 31, 2009.  This test is set at negative $16.0 million.
The key difference between EBITDA for financial reporting purposes
and for the bank covenant calculation is in the treatment of real
estate sales.  The covenant calculation includes the net proceeds
from real estate sales rather than the margin on those sales.

"Our outlook for the remainder of the year remains weak as we
expect the very difficult economic and business conditions to
continue," added Mr. McElligott.  "As a result, the Company will
continue to defer private land harvests, conserve cash, and
protect its balance sheet.  We are also doing everything we can to
manage costs and are aggressively pursuing real estate sales
opportunities."  As previously announced, the Company is deferring
the quarterly cash distributions on the Stapled Units and has
elected to pay interest on the convertible debentures in kind by
the issuance of additional convertible debentures.  "We continue
to have a very positive view of the mid- and long-term potential
for both our timberland and real estate businesses.  The fact we
own outstanding assets located in one of the most attractive
locations in the world means that TimberWest's prospects are
strong as economic conditions improve."

Based in Vancouver, British columbia, TimberWest Forest Corp.
(TSE:TWF.UN) -- http://www.timberwest.com/-- is a land management
company.  The Company is an owner of rivate forest lands in
Western Canada.  The majority of the Company's 322,000 hectares or
796,000 acres of private forest lands support the growth of
Douglas fir, a tree species sought after for structural purposes.
It harvests timber on its lands, develops and sells real estate
lands.  TimberWest holds renewable long-term public tenures, which
provide the Company with the right to an average harvest of
0.7 million cubic meter logs per year from Crown lands.  On May 9,
2008, TimberWest closed the Elk Falls sawmill located at Campbell
River, British Columbia.


TLC VISION: Gets Limited Waiver Through November 15
---------------------------------------------------
TLC Vision Corporation on October 22 said that it has secured from
its lenders holding a majority amount of its secured credit
facility, an extension to November 15, 2009, of the previously
announced limited waiver with respect to its credit facility that
expired on October 13, 2009, and of the forbearance with respect
to certain payment obligations under the facility.

The credit agreement, dated June 21, 2007, as amended, provides
for a US$85 million term loan and a US$25 million revolving credit
line.  As of September 30, 2009, the principal amount outstanding
under the credit facility was approximately US $100.1 million.

The amendment to the limited waiver, dated as of October 13, 2009,
provides an extension of the limited waiver through November 15,
2009, of specified defaults and provides that the lenders will,
until November 15, 2009, forbear from exercising their rights
arising out of the non-payment of certain principal, interest and
other payments previously due.  The limited waiver provides that
the waiver period will terminate prior to November 15, 2009, if,
among other things, (i) a restructuring monitor satisfactory to
the steering committee for the lenders and the Company ceases to
be retained by the Company to assist with the implementation of
the restructuring of certain obligations and other liabilities of
the Company and certain of its subsidiaries and certain related
transactions, or (ii) the steering committee for the lenders
reasonably determines that the Company is not making satisfactory
progress with respect to the implementation and pursuit of such a
restructuring.  The Company has been, and continues to be, in
discussions with the lenders regarding the proposed terms of such
a restructuring.

A copy of the amendment to the limited waiver will be included as
an exhibit to a Form 8-K to be filed promptly by the Company.


TRACE INTERNATIONAL: Dow Can Fight Ruling on Payments
-----------------------------------------------------
Law360 reports that in a win for Dow Chemical Co., a federal judge
has ruled that it can appeal her finding that a bankruptcy court
erred by barring Trace International Holdings Inc.'s Chapter 7
trustee from arguing that payments Trace made to Dow were
dividends instead of liabilities.

Trace international Holdings, Inc., and Trace Foam Sub, Inc.,
filed for Chapter 11 protection on July 21, 1999 (Bankr. S.D.N.Y.
Case Nos. 99-B-10425 and 99-B-10426 (SMB)).  Barry N. Seidel,
Esq., at King & Spalding LLP, represents the Debtors.  Trace
reported $136,322,000 in assets and $266,455,000 in its bankruptcy
petition.  On Jan. 24, 2000, the Bankruptcy Court signed an order
converting the cases to chapter 7 liquidation proceedings and the
U.S. Trustee appointed John S. Pereira to serve as the Chapter 7
Trustee.  Harold D. Jones, Esq., at Jaspan Schlesinger Hoffman
LLP, represents the Chapter 7 Trustee.


TRIBUNE CO: Bank Debt Trades at 50.3% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 49.70 cents-on-the-
dollar during the week ended Friday, Oct. 23, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.39 percentage points
from the previous week, The Journal relates.  The loan matures May
17, 2014.  Tribune pays 300 basis points above LIBOR to borrow
under the facility.  Moody's has withdrawn its rating on the bank
debt, while it is not rated by Standard & Poor's.  The debt is one
of the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 23, among the
164 loans with five or more bids.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


VENETIAN MACAU: Bank Debt Trades at 5.17% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co., LLC, is a borrower traded in the secondary market at
94.83 cents-on-the-dollar during the week ended Friday, Oct. 23,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.55 percentage points from the previous week, The Journal
relates.  The loan matures on May 25, 2013.  The Company pays 550
basis points above LIBOR to borrow under the facility.  The bank
debt carries Moody's B3 rating and Standard & Poor's B- rating.
The debt is one of the biggest gainers and losers among widely
quoted syndicated loans in secondary trading in the week ended
Oct. 23, among the 164 loans with five or more bids.

Venetian Macau US Finance Co., LLC, is a wholly owned subsidiary
of Las Vegas Sands.  VML owns the Sands Macau in the People's
Republic of China Special Administrative Region of Macau and is
also developing additional casino hotel resort properties in
Macau.

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.

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.


VIDEOTRON LTEE: S&P Affirms 'BB-' Rating on Senior Unsec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its recovery
rating on Montreal-based Videotron Ltee's senior unsecured notes
to '3' from '4'.  A '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%) recovery in the event of a
payment default.

At the same time, S&P affirmed its 'BB-' issue-level rating (the
same as the corporate credit rating on Videotron) on these
obligations.  The recovery rating revision affects US$1.54 billion
of the company's notes outstanding.

The revision to the recovery rating primarily results from S&P's
view of the increase in emergence value stemming from Videotron's
recent investments in wireless.

Finally, S&P is affirmed all other ratings, including the 'BB-'
long-term corporate credit rating, on Videotron, Quebecor Media
Inc., and another subsidiary, Sun Media Corp.  The outlook on each
company is stable.  At June 30, Quebecor Media had about
C$4.2 billion of reported debt outstanding.

Videotron is a 100%-owned subsidiary of Quebecor Media.  S&P base
the ratings on Quebecor Media on the credit risk profile of the
company and its consolidated subsidiaries, including 100%-owned
Videotron (the largest cable operator in Quebec and third-largest
in Canada) and 100%-owned Sun Media (the largest newspaper
publisher in Canada when including Osprey Media Publishing Inc.).
The ratings on both Videotron and Sun Media are equalized with
those on the parent.

The ratings on Quebecor Media reflect Standard & Poor's view of
the company's aggressive financial risk profile characterized by
relatively high adjusted debt to EBITDA, weak cash flow protection
measures, and an aggressive financial policy given its acquisitive
nature and historically high tolerance for debt.  S&P also base
the ratings on what S&P considers the weak business risk profile
of Quebecor Media's mature newspaper division, which continues to
face industry-specific as well as economy-related challenges;
intense competition at the company's various business segments;
and high capital expenditures in its cable segment.  Standard &
Poor's notes that the launch of a facilities-based wireless
service in Quebec (likely in second-quarter 2010), while
potentially positive in the long term, will require significant
upfront capital investment in the next two years, pressuring free
operating cash flow, and will preclude any meaningful deleveraging
in the near term.

These factors are partially offset by what S&P views as the
investment-grade business risk profile of Quebecor Media's fast-
growing cable and telecommunications operations, and the added
diversity provided by the company's various media operations,
which should continue generating meaningful free operating cash
flow in the medium term despite operational challenges.

The stable outlook reflects S&P's expectations that growth at
Quebecor Media's core cable operations will offset weakness at the
news media segment and internally generated cash flow from the
company's existing operations will largely fund the launch of
wireless services in the next two years.  Absent acquisitions, S&P
expects Quebecor Media's adjusted debt to EBITDA to weaken only
modestly from current levels, but remain below S&P's 4x target for
the ratings.  A revision of the outlook to positive is less likely
in the near term given ongoing pressures in the news media segment
and the high investment needed to support the launch of in-region
wireless service.  Nevertheless, S&P could revise the outlook to
positive (or raise the ratings) in the medium term if the company
demonstrates that it can post improved free operating cash flow
and if its adjusted debt to EBITDA improves toward the mid-3x
level, likely from an improvement in overall EBITDA as the
wireless losses moderate and the news media operations stabilize.
Alternatively, Standard & Poor's could revise the outlook to
negative if the news media operations deteriorate materially from
current levels or if the company pursues a more aggressive
wireless strategy, resulting in a weakening of Quebecor Media's
overall profitability and credit measures.  In addition, S&P could
revise the outlook or the ratings downward should the company
pursue debt-funded acquisitions that would cause pro forma
adjusted debt leverage to be materially higher than 4x.


VITESSE SEMICONDUCTOR: CEO Gardner & CFO Yonker to Keep Post
------------------------------------------------------------
Vitesse Semiconductor Corporation anticipates Christopher Gardner
and Richard Yonker will remain in their roles as Chief Executive
Officer and Chief Financial Officer, respectively, upon the
closing of its Debt Conversion Agreement.

The Company relates it is obligated, as a condition of closing of
its Debt Conversion Agreement, to set the board of directors size
at six directors and to appoint two qualified new directors from a
list of at least four persons identified by the Converting
Noteholders prior to November 2, 2009.

According to the Company, the two newly appointed directors are
currently expected to be appointed contemporaneously with the
closing of the Conversion Agreement and they would hold office
until the next stockholders' election of directors.  In order for
the Company to satisfy this requirement, two of the Company's
current directors will need to resign on or prior to the closing
of the Conversion Agreement.

The Company also anticipates that the Converting Noteholders will
request that the Company appoint two additional qualified
directors to the Company's board of directors following the
consummation of the Conversion Agreement.  These additional
directors would also hold office until the next stockholders'
election of directors and could replace one or two of the current
directors.  None of the current directors of the Company have
submitted their resignation.  The Conversion Agreement does not
call for any changes to the current management team.

                     Debt Conversion Agreement

As reported by the Troubled Company Reporter, the Company,
effective October 16, 2009, entered into a Debt Conversion
Agreement with the beneficial owners of more than 96.7% of its
1.5% Convertible Subordinated Debentures due 2024.  Holders of the
2024 Debentures had the right to require the Company to repurchase
the 2024 Debentures on October 1, 2009, for 113.76% of the
principal amount to be purchased.  The repurchase right would have
resulted in an additional payment of $13.3 million on the
$96.7 million outstanding 2024 Debentures or a total amount due of
roughly $110.0 million.

Under the terms of the Conversion Agreement, subject to specified
closing conditions, the Converting Noteholders have agreed to
exchange their 2024 Debentures for a combination of cash, shares
of common stock, new convertible debentures, and in some cases,
shares of preferred stock.  The Company will use roughly
$10.0 million of cash in connection with this transaction, roughly
$3.6 million of which will be used to repurchase 2024 Debentures
from holders that are not parties to the Conversion Agreement and
roughly $6.4 million of which will be paid to parties to the
Conversion Agreement in partial repayment of the 2024 Debentures.

The Company will issue these securities in connection with the
Debt Restructuring Transaction for the remaining $100.0 million of
aggregate principal amount and premium of 2024 Debentures:

     -- Roughly 173 million shares of the Company's common
        stock, par value $0.01 per share;

     -- Roughly $50 million aggregate principal amount of new 8.0%
        Convertible Second Lien Debentures Due 2014; and

     -- Roughly 771,000 shares of new Series B Participating
        Convertible Non-Cumulative Preferred Stock, par value
        $0.01 per share, each share of which is convertible into
        100 shares of Common Stock for an aggregate of roughly
        77.1 million shares of Common Stock.

The Converting Noteholders agreed to exchange roughly 50% of their
2024 Debentures (after the partial repurchase for cash) for shares
of Common Stock at $0.20 per share, subject to a limitation on
ownership of 9.9% of the outstanding shares of Common Stock.
Converting Noteholders who would otherwise own more than 9.9% of
the outstanding Common Stock following the exchange will receive a
combination of Common Stock and Series B Preferred Stock.  The
Converting Noteholders will receive one share of Series B
Preferred Stock for every 100 shares of Common Stock that they
would have otherwise received in the exchange in excess of the
number of shares of Common Stock that equals 9.9% of the
outstanding shares of Common Stock.  The Series B Preferred Stock
is non-voting and has a dividend preference equal to $0.001 per
share of Series B Preferred Stock, which amount is payable when
and if dividends are declared and payable with respect to the
Common Stock.  The Converting Noteholders will exchange the
roughly 50% of their remaining 2024 Debentures (after the partial
repurchase for cash) for the New Debentures.   All of the 2024
Debentures acquired by the Company as a result of the Debt
Restructuring Transaction will be cancelled.  The Company expects
to pay the principal amount, premium and accrued interest on any
remaining 2024 Debentures immediately after the consummation of
the Debt Restructuring Transaction.

The Company and the Converting Noteholders have agreed that the
New Debentures will convert into shares of Common Stock at a
conversion price of $0.225 per share (equivalent to an initial
conversion rate of roughly 4,444 shares per $1,000 principal
amount of debentures), subject to customary adjustments.  The
Company may elect to deliver cash in lieu of shares of Common
Stock if the New Debentures are converted.

A full-text copy of the Company's Form T-3 filing with the
Securities and Exchange Commission is available at no charge at:

               http://ResearchArchives.com/t/s?4764

                    About Vitesse Semiconductor

Vitesse Semiconductor Corporation (Pink Sheets: VTSS) --