TCR_Public/091028.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 28, 2009, Vol. 13, No. 298

                            Headlines

AFFINITY GROUP: Institutional Lenders Move Payment Date to Oct. 30
ALLIED CAPITAL: Fitch Puts 'B+' Issuer Rating on Positive Watch
ALLIED CAPITAL: S&P Puts 'BB+' Ratings on CreditWatch Positive
ARES CAPITAL: Moody's Reviews 'Ba1' Issuer Rating for Possible Cut
BACCHUS DEV'T: Hopes on 2010 Real Estate Rebound for Ch. 11 Exit

BARRIERS INC: Files for Chapter 11 Bankruptcy Protection
BARZEL INDUSTRIES: Committee Taps McDonald Hopkins as Counsel
BARZEL INDUSTRIES: Files Schedules of Assets and Liabilities
FLYING J: Puts North Salt Crude-Oil Refinery Up for Sale
FONIX CORP: Issues Shares to CJK for Payment of License Fees

CAPE FEAR: Files First Amended Plan of Liquidation
CAPMARK FINANCIAL: Chapter 11 Filing Cues S&P's 'D' Rating
CAPMARK FINANCIAL: Fitch Downgrades Issuer Default Rating to 'D'
CAPMARK FINANCIAL: Wants Dec. 24 Extension for Schedules Filing
CEQUEL COMMUNICATIONS: S&P Assigns 'B-' Rating on $400 Mil. Notes

CHRYSLER LLC: Daimler Wants Amended Suit Dismissed
CHRYSLER LLC: New Chrysler to Partly Pay Jones Day's Fees
CHRYSLER LLC: New Chrysler to Rely Heavily on Vehicles From Fiat
CIT GROUP: Icahn Offers Alternative $4.5-Bil. Financing
CIT GROUP: Icahn Asks Smaller Noteholders to Reject Plan

CIT GROUP: Sean Egan Urges Rejection of Tender Offer/Prepack
CITIGROUP INC: To Issue 5,000 MSCI Brazil Index-Linked Notes
COLONIAL BANCGROUP: Plaintiffs Seek to Limit Use of $15M Policy
CONTINENTAL AIRLINES: To Issue $644MM EETCs to Finance Jets
COOPER-STANDARD: S&P Puts 'BB' Rating on $175-Mil. DIP Loan

COUNTRY COACH: Court Rejects Dismissal of Reorganization Case
COYOTES HOCKEY: Not Getting Enough Media Exposure, Fans Say
DANKA BUSINESS: Weiss Holds 13.8% of American Depository Shares
DBSD NORTH AMERICA: Judge Gerber Rules He Will Confirm Plan
DELPHI CORP: Congress Labor Committee to Hear Retiree Concerns

DELPHI CORP: DPH Holdings Deregisters Old Securities
DELPHI CORP: DPH Holdings Files Closing Chapter 11 Report
DELTA AIR LINES: Flights Under Probe for Safety Lapses
DELTA AIR LINES: Inks Lease Extension at Atlanta Airport
DELTA AIR LINES: Opposes AFL-CIO'S Proposed Voting Changes

DENNY NOLEN: Files for Ch 11 Bankruptcy to Keep Property
DOLLAR THRIFTY: Posts $30.1-Mil. Net Income for Third Quarter
DUNE ENERGY: Fails to Comply with NYSE Amex Listing Rule
DUNE ENERGY: Receives Non-Compliance Notice From NYSE Amex
EDGE PETROLEUM: Wants December 1 Claim Bar Date

ERICKSON RETIREMENT: Court to Hear Auction Rules on October 29
ERICKSON RETIREMENT: Proposes $20 Mil. Financing From ERC Funding
ERICKSON RETIREMENT: U.S. Trustee Wants Health-Care Status Hearing
ERICKSON RETIREMENT: To Continue Intercompany Transactions
EVEREST HOLDINGS: Wants New $30MM Loan From Hypo Real Estate

EXACT SCIENCES: Has Technology License Agreement With Hologic
EXTENDED STAY: Files Bankruptcy Rule 2015.3 Reports
EXTENDED STAY: Lichtenstein Appeals Court Decision on BofA Suit
EXTENDED STAY: Panel Gets Nod to Hire BMC as Info Agent
FAIRPOINT COMMS: Wants Dec. 15 Extension for Schedules Filing

FAIRPOINT COMMS: Bankruptcy Triggers Default of Debt Obligations
FAIRPOINT COMMS: Fin'l Projections Provided to Noteholders
FAIRPOINT COMMS: Reminds Parties of Automatic Stay
FAIRPOINT COMMS: Restructuring Cues Moody's 'D' Rating
FINLAY ENTERPRISES: Noteholders Oppose Creditors' Discovery Bid

FLEXTRONICS INT'L: Posts Second Quarter Results
FONIX CORP: Issues Shares to CJK for Payment of License Fees
FT REAL ESTATE: S&P Reinstates 'BB-' Debt Rating on Pref. Stock
FLEETWOOD ENTERPRISES: Seeks to Fend Off Formaldehyde Claimants
FOOTHILLS TEXAS: Seeking Approval of Disclosure Statement

FORUM HEALTH: Must Send Bidding Rules to Creditors by October 30
G-I HOLDINGS: Circ. Lets Hartford Off Hook in D&O Coverage Suit
GENERAL MOTORS: Delays Signing of Magna-Opel Sale Deal
GENERAL MOTORS: ENCORE's Schedules & Statements
GENERAL MOTORS: New GM Completes Holding Company Reorganization

GENERAL MOTORS: Product Liability Claimants' Appeal Draws Fire
GENERAL MOTORS: Proposes Settlement With IUE-CWA & USW
GENERAL MOTORS: REALM's Schedules & Statements
GENERAL MOTORS: Weil Gotshal to Provide Services to New GM
GHOST TOWN: Disclosure Statement Hearing on November 24

GKL LLC: Case Summary & 3 Largest Unsecured Creditors
GPX INTERNATIONAL: Files for Chapter 11 Reorganization
GPX INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
GRAY TELEVISION: Fidelity Funds Disclose 11.335% Stake
GREENSTONE RESOURCES: Erin Ventures Acquires Santa Rosa Gold Mine

HANGER ORTHOPEDIC: Net Income Up 31.4% to $2.3-Mil. in Q3
HAWAIIAN AIRLINES: Pilots Want Out of Mediations
HCA INC: KKR Millennium Holds 97.3% Stake Thru Hercules Holding
ILLINOIS FINANCE: Fitch Affirms 'BB-' Rating on $80.5 Mil. Bonds
IRVINE SENSORS: Says FY2009 Operating Income Meets Nasdaq Rule

JETBLUE AIRWAYS: Moody's Affirms 'Caa2' Corporate Family Rating
JOHNSONDIVERSEY INC: Launches Tender Offer for 9.625% Notes
KB TOYS: Lead Suit Settlement With California Gets Approval
LAUREL SWORD COMPANY: Voluntary Chapter 11 Case Summary
LEAP WIRELESS: Cricket Launches Exchange Offer for 7.75% Notes

LEAP WIRELESS: Morgan Stanley Discloses 5.3% Equity Stake
LEVEL 3: HyperCube Files Complaint Over Non-Payment of Services
LEXINGTON PRECISION: Wants to Use Cash Collateral Until Dec. 31
LYONDELL CHEMICAL: Court OKs Appointment of Examiner
MAGNA ENTERTAINMENT: To Ask Court OK to Auction Golden Gate Fields

MATRIX DEV'T: Wachovia Wants to Foreclose on Taralon, Villebois
MAX & ERMA'S: Files for Chr 11 Bankr. to Fend Off National City
MBIA ASSURANCE: S&P Corrects Ratings to 'NR' From 'BB+'
MERCER INT'L: Plans to Sell Up to $200,000,000 in Securities
MERUELO MADDUX: Calif. Bank Opposes Bid to Hire DLA Piper

MORGANS HOTEL: Posts $27.8 Mln Net Loss in Third Quarter 2009
MUZAK HOLDINGS: Court Approves Disclosure Statement
MUZAK HOLDINGS: Wants Cash Collateral Access Until January 19
NATIONAL GAS: U.S. Army Gas Supply Contracts Not Avoidable
NAVISTAR INT'L: CEO to Present at Gabelli Symposium on Nov. 2

NCI BUILDING: Discloses Management Changes Due to CD&R Deal
NCI BUILDING: Repays Wachovia Debt; Secures $125MM ABL Facility
NCL CORP: Moody's Assigns 'B3' Corporate Family Rating
NCL CORP: S&P Assigns Corporate Credit Rating at 'B'
NEIMAN MARCUS: Swings to $668MM Net Loss for Aug. 1 Fiscal Year

NEIMAN MARCUS: To Issue of 9%/9-3/4%, 10-3/8% & 7.125% Notes
NEUMANN HOMES: Bracewell Tapped to Pursue Potential Claims
NEUMANN HOMES: Plan Outline Hearing Continued to October 28
NEUMANN HOMES: Proposes to Employ Keating as Special COunsel
NEWARK GROUP: Cancels Registration of 9-3/4% Sr. Sub Notes

NOVA HOLDING: Court Approves Sale of All Assets to Clinton County
NOVA HOLDING: Court OKs DIP Facility Increase to $2.6 Million
NTK HOLDINGS: Gets Interim Nod to Use Cash Collateral
NTK HOLDINGS: To Honor Prepetition Customer Obligations
NTK HOLDINGS: To Honor Prepetition Employee Obligations

PDCC DEV'T: City Council Make Move to Remove Fire Hazards
PHILADELPHIA NEWSPAPERS: Committee Wants More Details on Sale
PHOENIX WORLDWIDE: Access to C3 Capital Cash Collateral Denied
PILLOWTEX CORP: "Subsequent New Value" Need Not Remain Unpaid
PIONEER INSURANCE: ASB Admits Mistake of Denying Bankr. Move

PLCP LP: Court to Rule on Reorganization Plan on Nov. 18
PROLIANCE INT'L: Has Sole Rights to File Plan Until January
PROTECTION ONE: Moody's Affirms 'B2' Corporate Family Rating
QUESTEX MEDIA: Get Court Approval to Access CSCIB $15MM Facility
RADIO SYSTEMS: S&P Gives Stable Outlook, Affirms 'B' Rating

RAPID LINK: Inks Share Exchange Agreement With Blackbird
REGAL CINEMAS: Launches Exchange Offer for 8.625% Senior Notes
R.H. DONNELLEY: Brualdi Law Firm Files Class Suit for Investors
RIVERVIEW VENTURES: Blames Chapter 11 on Economic Downturn
ROUNDY'S SUPERMARKETS: Moody's Assigns 'B1' Rating on Bank Loans

ROYAL HAWAIIAN: To Get $150,000 Infusion From Japan Sports
SALTY DISPOSAL: Files for Chapter 11 Bankruptcy Protection
SCO GROUP: To Pursue Lawsuits Against IBM & Novell
SEALY CORP: KKR Entities Hold 75.5% Equity Interest
SEMGROUP LP: Creditors Get Consent to Sue PwC, et al.

SEMGROUP LP: Creditors Get Nod to Probe Vess, Murfin Entities
SEMGROUP LP: Ex-Executive Settles SEC Insider Trading Suit
SENTINEL MANAGEMENT: GAMAG's Claim Unenforceable in Bankruptcy
SEQUENOM INC: Appoints Paul V. Maier as Interim CFO
SL GREEN: Incurs $2.5 Million Net Loss in Third Quarter

SONIC AUTOMOTIVE: Posts $15.59MM Net Income for Q3 2009
SOUTH FINANCIAL GROUP: DBRS Downgrades Rating to 'B'
SOUTHWEST CHARTER: Reorganization Case Converted to Chapter 7
SPANSION INC: Court Won't Order Appointment of Equity Committee
SPANSION INC: Debt Recovery, Argo Partners Buy Claims

SPANSION INC: Proposes Skadden Arps for Cross-Border Transactions
SPANSION INC: Puts SP1 Fab Up for Sale
STALLION OILFIELD: S&P Retains 'D' Rating on Senior Unsec. Debt
STINSON PETROLEUM: GCBC Withdraws Motion to Appoint Examiner
SUN-TIMES MEDIA: James Tyree Completes Acquisition of Assets

SUPER 88: Ch. 11 Filing Puts Sale on Hold, Buyer Still Hopeful
SYNOVUS FINANCIAL: $423 Mil. Loss Won't Affect S&P's 'BB-' Rating
TAYLOR BEAN: Judge Lets Deutsche Bank Open Taylor Bean Books
TRIPLE CROWN: Can Solicit Votes for Amended Chapter 11 Plan
TRIPLE CROWN: Files Schedules of Assets and Liabilities

TROPICANA ENT: Adamar of NJ Proposes Amended Deal for Assets Sale
TROPICANA ENT: Gets Jan. 31 Extension for Plan Consummation
TROPICANA ENT: OpCO Debtors Want to Amend Sale Deal
TROPICANA ENT: OpCo's Non-Material Changes to Plan
UNIGENE LABORATORIES: Gets 25% Stake in Tarsa Under License Deal

UNIVERSAL CITY: S&P Downgrades Corporate Credit Rating to 'B'
USA SPRINGS: Secured Permits to Be Transferred
VERASUN ENERGY: Court Confirms Chapter 11 Plan of Liquidation
VISTEON CORP: Moves to Sell Nissan Parts Plants to Haru
WABASH NATIONAL: Delays Effective Date of Registration Statement

WEIGHT WATCHERS: Morgan Stanley Discloses 4.8% Stake
WOLVERINE TUBE: Cancels Registration of Shares for Resale
WOLVERINE TUBE: Files Annual Report for Savings Plans

* Chapter 7 Bankruptcy Filings Up 12.5% in First Nine Months
* Equity Fund Managers See No Sudden Boom in Deal Flow Volume
* House Oversight Committee Targets Big Mortgage Lenders
* PBGC Announces Maximum Insurance Benefit for 2010

* Epiq Systems Posts Third Quarter 2009 Results
* Focus Management Launches Dallas Regional Office

* Upcoming Meetings, Conferences and Seminars

                            *********

AFFINITY GROUP: Institutional Lenders Move Payment Date to Oct. 30
------------------------------------------------------------------
Affinity Group Holding, Inc., on September 14, 2009, received
consent letters from certain institutional holders of its 10-7/8%
Senior Notes Due 2012 holding in the aggregate $65,835,969
principal amount of the AGHI Notes outstanding and consent letters
from certain non-institutional holders of the AGHI Notes holding
in the aggregate $46,555,946 principal amount of the AGHI Notes
outstanding.  The aggregate principal amount of the AGHI Notes
outstanding is $113,648,603 so the holders executing the Consents
held 98.9% of the outstanding principal amount of the AGHI Notes.

The Company has engaged in discussions with the holders of the
AGHI Notes regarding a refinancing or restructuring of the
indebtedness of the Company and its subsidiary, Affinity Group,
Inc.  As part of those discussions, the Company did not pay the
interest on the AGHI Notes that was due on August 15, 2009, but
the indenture governing the AGHI Notes provides a 30-day grace
period for the payment of interest that was to have been paid on
that date.  Pursuant to the Institutional Consents, the Company
has agreed to pay the legal fees for a law firm to represent the
holders who signed the Institutional Consents in connection with
such discussions and has paid a $150,000 retainer to that law
firm.  In addition, the Company has paid a consent fee equal to
1/4 of 1% of the principal amount to the holders who signed the
Institutional Consents or an aggregate of $164,600.  The
Institutional Consents extended the most recent interest payment
date on their AGHI Notes until October 1, 2009.  The Other
Consents extended the most recent interest payment date on their
AGHI Notes until October 29, 2009, and no consent fees were paid
to those holders.

As of October 23, 2009, the holders who signed the Institutional
Consents have agreed to extend the interest payment date on their
AGHI Notes to October 30, 2009.

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

                       About Affinity Group

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

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

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


ALLIED CAPITAL: Fitch Puts 'B+' Issuer Rating on Positive Watch
---------------------------------------------------------------
Fitch Ratings has placed these ratings of Allied Capital
Corporation on Rating Watch Positive following the announcement of
its merger agreement with Ares Capital Corporation:

  -- Long-term Issuer Default Rating 'B+';
  -- Senior secured debt 'BB/RR1'; and
  -- Senior unsecured debt 'B+/RR4'.

Approximately $1.6 billion of debt is affected by these actions.

Ares has agreed to purchase Allied in an all stock transaction for
$648 million, which represents a 27.3% premium to its closing
stock price on Oct. 23, 2009, but a 51.7% discount to its June 30,
2009 book value.  The transaction is expected to close by the end
of the first quarter of 2010, subject to shareholder approval and
certain lender consent.

The Rating Watch Positive reflects Fitch's belief that Allied's
debt holders will benefit from Ares' superior credit profile,
improved funding flexibility, and the enhanced liquidity of the
combined entity.  The additional investment capital will provide
an opportunity to better support Allied's legacy portfolio
investments and the ability to maximize portfolio returns.  At
June 30, 2009, Ares had a debt-to-equity ratio of 0.81 times, had
balance sheet cash of $46.3 million, and had over $300 million of
available borrowing capacity on its secured revolving facilities
(including the $200 million revolving facility closed in July
2009), subject to borrowing base and covenant limitations.
Furthermore, Ares was able to access the equity markets in August
2009, netting $109.6 million of proceeds.

Fitch expects Allied's asset sales and debt repayments will
continue over the near-term, so that the debt-to-equity ratio of
the combined entity will be between 0.65x and 0.75x at closing.
Should the achievement of this leverage ratio necessitate
negotiations with Allied's note holders, Fitch would need to
consider the terms of any such restructuring in the context of its
criteria for coercive debt exchanges.  Still, Fitch does not
anticipate any material reduction in terms, as it expects Ares
would seek to maximize its ability to maintain and improve funding
flexibility over the long-term.

In a separate transaction, Allied has agreed to sell its interests
in the Senior Secured Loan Fund LLC (formerly known as the
Unitranche Fund) to Ares for $165 million in cash.  This fund was
formed in December 2007 to invest in unitranche securities of
middle market companies and currently holds loans totaling
approximately $900 million.  The fund is co-managed by an
affiliate of General Electric Capital Corporation.  Should the
merger transaction between Allied and Ares not be completed, Fitch
does not believe the sale of the fund will materially alter the
credit profile of Allied as a stand alone entity.  Sale proceeds
are expected to be used for the repayment of debt.


ALLIED CAPITAL: S&P Puts 'BB+' Ratings on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB+'
long-term counterparty credit rating and its 'BB' senior unsecured
debt ratings on Allied Capital Corp. on CreditWatch with positive
implications.  At the same time, S&P placed its 'BBB' long-term
counterparty credit rating on Ares Capital Corp. on CreditWatch
with negative implications.

"The rating actions follow Ares's announcement that it has agreed
to acquire Allied in an all-stock transaction currently valued at
$648 million.  S&P does not expect the acquisition, which is
subject to regulatory and shareholder approval, to close before
the end of first-quarter 2010," said Standard & Poor's credit
analyst Jeffrey Zaun.

The CreditWatch Positive on Allied reflects S&P's opinion that
Allied will benefit from combining with a stronger partner, as
management of the combined company will seek to reposition
Allied's portfolio into higher-yielding assets while reducing that
firm's currently high leverage.  S&P believes Allied will continue
to sell assets to reduce debt as part of the acquisition.

The CreditWatch Negative on Ares reflects execution risk that S&P
believes is common in all acquisitions.  S&P note the strategic
advantages that such a combination would bring, as it would form a
stronger combined company, with $11 billion in committed capital
under management.  However, Ares would also be acquiring a
portfolio that has a significant number of weaker-quality assets.
Allied's financial profile in the past 12 to 18 months has
weakened as credit quality in its loan portfolio has deteriorated,
resulting in high leverage and pressure on earnings.

S&P could raise the ratings on Allied if its acquisition
contributes to rapid delevering of its balance sheet, and an
improvement in the quality and performance of its portfolio.

S&P could affirm the ratings on Ares if it is successful in
integrating Allied's business without undue pressure on its
financial profile.  In contrast, if Ares's acquisition of Allied
results in deterioration in its financial profile -- specifically,
if Ares cannot reduce the higher leverage it acquires with Allied
and stabilize Allied's loan portfolio -- S&P could change the
outlook to negative.


ARES CAPITAL: Moody's Reviews 'Ba1' Issuer Rating for Possible Cut
------------------------------------------------------------------
Moody's Investors Service placed Ares Capital Corporation's Ba1
issuer rating on review for possible downgrade.  In a related
action, Moody's placed Allied Capital Corporation's B1 issuer and
senior unsecured ratings on review for possible upgrade.

These rating actions follow Ares' announcement that it has agreed
to acquire 100% of Allied in an all stock transaction.  The
transaction is expected to close in the first quarter of 2010.  As
a result, Ares will inherit Allied's significant short-term
maturities and troubled investment portfolio, putting pressure on
its credit profile.  On the positive side, Ares will substantially
increase its scale and is acquiring Allied at a substantial
discount to GAAP book value.

During its review, Moody's will focus on the Ares' and Allied's
ability to mitigate the refinancing risks that the combined firm
would face either 1) by substantially pre-paying (or pre-funding)
2010 maturities through investment portfolio liquidations and/or
new equity issuance prior to the transaction closing or 2) by
Allied extending the maturity schedule of its debt through a
partial or full restructuring.  Based on June 30, 2009 data,
Allied has $304 million of debt maturing in 2010 and Ares
$400 million (however Ares raised $109 million of equity in the
third quarter that could have been used to pay down debt).  Allied
also has $574 of debt maturing in July 2011.  Moody's will also
focus on the company's ability to achieve its targeted combined
debt to equity ratio of 0.65 times to 0.75 times (this is
equivalent to an asset coverage ratio of approximately 230% to
250%) at closing.

Additionally, the quality of Allied's investment portfolio is very
poor.  Its fair value represented 59% of amortized cost and
nonaccrual loans were equal to 36% of total loans at June 30,
2009.  Ares will need to manage this troubled portfolio while at
the same time maintaining vigilance over its current portfolio,
and this represents a significant uncertainty.

Positively, this transaction will result in a gain to Ares'
capital base.  The $648 million purchase price represents 48% of
Allied's June 30, 2009 GAAP book value.  As a result Moody's
estimates that Ares could recognize a bargain purchase gain of
greater than $550 million upon closing the transaction.  This
gain, should it occur, would substantially reduce the leverage of
the combined company.  The primary risk to this gain not occurring
is Allied's assets' value being substantially below reported
value.

Allied's ratings were placed under review for upgrade as its
creditors should benefit from being part of Ares, a higher rated
firm that has performed substantially better than Allied through
the credit cycle.  Moody's will focus on completion of the
proposed transaction, and its structure, including the structural
subordination of unsecured creditors.

Ares ratings could be confirmed at their current level if the firm
is able to reduce the refinancing risk that the combined firm
would face and if it is able to achieve its targeted debt to
equity ratio as discussed above.  Additionally, a confirmation
would require Moody's belief that any anticipated decline in the
quality of Ares or Allied investment portfolio performance be
manageable.

The last rating action on Ares was on March 4, 2009, when Moody's
downgraded the company to Ba1 from Baa3 with a negative outlook.
The last rating action on Allied was on March 2, 2009, when
Moody's downgraded the company to B1 from Ba2 with a negative
outlook.

Ares Capital Corporation is based in New York and reported total
assets of $2.0 billion at June 30, 2009.  Allied Capital
Corporation is based in Washington DC and reported total assets of
$3.2 billion at June 30, 2009.

On Review for Possible Downgrade:

Issuer: Ares Capital Corporation

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Ba1

Outlook Actions:

Issuer: Ares Capital Corporation

  -- Outlook, Changed To Rating Under Review From Negative

On Review for Possible Upgrade:

Issuer: Allied Capital Corporation

  -- Issuer Rating, Placed on Review for Possible Upgrade,
     currently B1

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B1

Outlook Actions:

Issuer: Allied Capital Corporation

  -- Outlook, Changed To Rating Under Review From Negative


BACCHUS DEV'T: Hopes on 2010 Real Estate Rebound for Ch. 11 Exit
----------------------------------------------------------------
Mark Mueller at Orange County Business Journal reports that
Bacchus Development is hoping for a 2010 turnaround in Orange
County's commercial real estate market will help sell three of its
Irvine Spectrum office condominium projects and help it get out of
bankruptcy, but its main lender, Union Bank, has doubts.  Bacchus
fell behind on payments to Union Bank for almost $55 million in
loans.  Business Journal says that much of the troubled loans are
tied to the two most recent developments built in the Spectrum by
Bacchus -- Jeffrey Office Park and the Bacchus Signature Series.
According to Business Journal, Bacchus has filed a preliminary
reorganization plan in bankruptcy court in Santa Ana to pay off
its debts to Union Bank and is expecting to file a more detailed
plan soon.

Bacchus Development is based in Irvine, California.  The Company
filed for Chapter 11 bankruptcy protection on September 4, 2009
(Bankr. C.D. Calif. Case No. 09-19457).  The Company's affiliates,
Bacchus Investment Group, LLC, and Bacchus Commercial, LLC, also
filed for bankruptcy protection.  Marc J. Winthrop, Esq., who has
an office in Newport Beach, California, assists Bacchus
Development in its restructuring efforts.  The Company listed
$1,000,001 to $10,000,000 in assets and $500,001 to $1,000,000 in
liabilities.


BARRIERS INC: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Barriers Inc. has filed for Chapter 11 bankruptcy protection,
listing, $938,788 in liabilities and $2,815,582 in assets.
Wichita Eagle Blogs relates that Mary Ellen Barrier said that she
can't say whether the bankruptcy means the store will close or
sell, but Barriers is in the process of planning its next steps.
Barriers is getting ready for an in-store sale, the report says,
citing Ms. Barrier.

Wichita, Kansas-based Barrier Inc is the longtime jewelry store at
Douglas and Oliver.


BARZEL INDUSTRIES: Committee Taps McDonald Hopkins as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Barzel Industries
Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for
the District of Delaware for permission to employ McDonald Hopkins
LLC as their counsel.

The firm has agreed to, among other things:

   a) monitor the Debtors' Chapter 11 cases and legal activities
      and advise the Committee on the legal ramifications of such
      actions;

   b) provide the Committee advice on its obligations and duties;

   c) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and of the operation of the Debtors' businesses, as
      well as the validity, expense, priority and perfection of
      the liens and security interest of the Debtors' secured
      creditors;

   d) review and analyze all applications, orders, statements of
      operations and schedules filed with the Court and advise the
      Committee as to their propriety; and

   e) execute Committee decisions by filing motions, objections or
      other documents with the Court.

The current hourly rates charges by the firm for professionals and
paraprofessionals are:

      Members        $285-$625
      Of Counsel     $275-$550
      Associates     $185-$360
      Paralegals     $120-$225
      Law Clerks     $80-$120

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

                      About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

Barzel recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have an Asset Purchase Agreement with Chriscott USA
Inc. and 4513614 Canada Inc. pursuant to which the Buyer will
purchase substantially all of the assets of the Sellers for
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.


BARZEL INDUSTRIES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Barzel Industries Inc. delivered to the U.S. Bankruptcy Court for
the District of Delaware it schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property           ($46,066,905)
  C. Property Claimed as
     Exempt
  D. Creditors Holding                           Unliquidated
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims                                      Unliquidated
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------    -------------
        TOTAL                    ($46,066,905)   Unliquidated

Assets resulted to a negative after Barzel scheduled Barzel
Holdings Inc.'s 100% equity ownership with a net book value of
negative $46,070,617.

Barzel scheduled these unliquidated secured claims:

     * CIBC World Markets Inc. and JPMorgan Securities Inc. on
       account of 11.5% senior secured notes due 2015 of which
       $315,000,000 in principal and $33,166 interest is owing.

     * CIBC World Markets Inc. and JPMorgan on account of senior
       secured credit agreement dated Nov. 15, 2007.

The obligations under the Notes are secured by a second priority
lien on the cash, accounts and inventory of Barzel and other
units.  The obligations under the Credit Facility are secured by
perfected first priority security interests in all cash, accounts
and inventory of Barzel.

Creditors holding unsecured priority claims, all of them scheduled
with unliquidated claims, include the City of New York, the
Commonwealth of Massachusetts and Internal Revenue Service.

A full-text copy of the Debtor's schedules is available for free
at http://ResearchArchives.com/t/s?477f

The Debtor's affiliates also filed with the Court separate
schedules of assets and liabilities.

                      About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

Barzel recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have an Asset Purchase Agreement with Chriscott USA
Inc. and 4513614 Canada Inc. pursuant to which the Buyer will
purchase substantially all of the assets of the Sellers for
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.


FLYING J: Puts North Salt Crude-Oil Refinery Up for Sale
--------------------------------------------------------
Steven Oberbeck at The Salt Lake Tribune reports that Flying J
Inc. has put its crude-oil refinery in North Salt Lake City up for
sale, in hopes of generating additional cash to help hasten the
Company's emergence from Chapter 11 bankruptcy.  "Only time will
tell if they can find a buyer . . . . If they [Flying J] want to
sell, it may have to be at a discount from the price they would
have gotten when the market was a lot stronger a few years ago,"
The Tribune quoted Caris & Co. analyst Ann Kohler as saying.  Ms.
Kohler said that the Utah refinery is one of 10 such facilities
that now are on the market nationwide, the report states

Based in Ogden, Utah, Flying J Inc. -- http://www.flyingj.com/--
is among the 20 largest private companies in America, with 2007
sales exceeding $16 billion.  The fully integrated oil company
employs approximately 14,700 people in the U.S. and Canada through
its interstate operations, transportation, refining and supply,
exploration and production, as well as its financial services and
communications, divisions.

Flying J and six of its affiliates filed for bankruptcy on
December 22, 2008 (Bankr. D. Del. Lead Case No. 08-13384).  Flying
J sought Chapter 11 protections after a precipitous drop in oil
prices and disruption in the credit markets brought to bear
significant short-term pressure on the company's liquidity
position.

Attorneys at Kirkland & Ellis LLP represent the Debtors as
counsel.  Young, Conaway, Stargatt & Taylor LLP is the Debtors'
Delaware Counsel.  Blackstone Advisory Services L.P. is the
Debtors' investment banker and financial advisor.  Epiq Bankruptcy
Solutions LLC is the Debtors' notice, claims and balloting agent.
In its formal schedules submitted to the Bankruptcy Court, Flying
J listed assets of $1,433,724,226 and debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FONIX CORP: Issues Shares to CJK for Payment of License Fees
------------------------------------------------------------
Fonix Corporation filed a registration statement with the
Securities and Exchange Commission to register 6,000,000 shares of
Class A Common Stock, $0.0001 par value per share.  The Proposed
Maximum Aggregate Offering Price is $120,000.

The Registration Statement also covers an indeterminate number of
Common Shares that may be issuable by reason of stock splits,
stock dividends or similar transactions in accordance with Rule
416 under the Securities Act of 1933, as amended.

According to the regulatory filing, the shares are to be granted
to a consultant to the Company, pursuant to a Share Payment
Agreement dated October 9, 2009, between the CJK Dictionary
Institute, Inc., in Saitama, Japan, and Fonix Speech Inc.

CJK and Fonix entered into a Licensing Agreement dated October 16,
2007, as amended by amendments dated April 18, 2008 and June 19,
2008, pursuant to which CJK granted Fonix a world-wide, non-
exclusive, perpetual right to incorporate into Fonix products a
Chinese Lexical Database, a Japanese Lexical Database, and a
Korean Lexical Database.  Pursuant to the License, CJK was
entitled to a licensing fee after delivery of the CJK Databases.
During November 2007, CJK delivered the CJK Databases to Fonix.

CJK has agreed to accept shares of Fonix Common Stock as payment
of the Fee.

Fonix agrees to pay the Fee earned by CJK in November 2007 by
issuing to CJK shares of Class A common stock of Fonix Corp.
having a value of $85,000 as of the date of issuance, with the
number of Shares to be issued being determined by dividing $85,000
by the per share market price of Fonix's common stock on the day
immediately prior to issuance.  In the event that CJK observes the
conditions of Section 2 of the Agreement, and sale of the Shares
does not result in realization of $85,000 in sales proceeds, Fonix
agrees to issue additional shares to CJK until the full $85,000
has been realized from the sale of Fonix shares.  However, in the
event CJK observes the conditions of Section 2 of the Agreement,
and the sale of the Shares results in realization of more than
$85,000 in sales proceeds, CJK agrees to return to Fonix: (a) all
sales proceeds in excess of $85,000; and (b) all unsold Shares.

Section 2 provides restriction on the sale of the Shares.  CJK
agrees that it is will not allow its agent to sell more than
$1,500 worth of Shares on any given day to maintain a market for
Fonix stock.  CJK agrees that if it breaches this provision, it
will forfeit all rights to, and shall return to Fonix, all of the
Shares that are not sold as of the date of the breach.

Fonix Corporation said in an August regulatory filing its cash
resources, limited to collections from customers, sales of equity
and debt securities and loans, have not been sufficient to cover
operating expenses.  As a result, some payments to vendors have
been delayed.

As of June 30, 2009, the Company had $3,994,000 in total assets
and $50,480,000 in total liabilities, all current, resulting in
$46,486,000 in stockholders' deficit.  As of June 30, 2009, the
Company had an accumulated deficit of $288,644,000; negative
working capital of $47,216,000; derivative liabilities of
$37,404,000 related to the issuance of Series P Preferred Stock,
Series L Preferred Stock, Series M Preferred stock, Series N
Preferred Stock, Series O Preferred Stock, Series E Convertible
Debentures and Series B Preferred Stock of its subsidiary; accrued
liabilities of $8,435,000; accounts payable of $2,315,000; tax
payable of $27,000; deferred tax liabilities of $250,000; related
party notes payable of $843,000; and deferred revenues of
$445,000.  The Company expects to continue to incur significant
losses and negative cash flows from operating activities at least
through December 31, 2009, primarily due to expenditure
requirements associated with continued marketing and development
of the Company's speech-enabling technologies.

The Company said there is substantial doubt about its ability to
continue as a going concern.  Management plans to fund further
operations of the Company from cash flows from future license and
royalty arrangements and with proceeds from additional issuance of
debt and equity securities.  There can be no assurance that
management's plans will be successful.  If additional financing is
not obtained in the near future, the Company said it will be
required to more significantly curtail operations or seek
protection under bankruptcy laws.

Based in Lindon, Utah, Fonix Corporation's operations are managed
through its two wholly owned subsidiaries, Fonix Speech, Inc., and
Fonix GS Acquisition Co., Inc.

Fonix Speech provides value-added speech-enabling technologies,
speech interface development tools, and speech solutions and
applications, including automated speech recognition and text-to-
speech that empower consumers to interact conversationally with
information systems and devices.

Fonix GS was formed on June 27, 2008, to facilitate the
acquisition of Shanghai Gaozhi Software Systems Limited, a Chinese
software developer and solutions provider in second-generation and
third-generation telecommunication operation support systems in
China and throughout the Asian Pacific region.  Gaozhisoft is a
qualified competitor for telecommunication operation supports
systems.  GaozhiSoft's products are designed to increase data
transferring speed, reduce telecommunications data loss and
provide network management, billing accuracy and improved
implementation techniques to telecom carriers.


CAPE FEAR: Files First Amended Plan of Liquidation
--------------------------------------------------
BankruptcyData reports that Cape Fear Bank filed with the U.S.
Bankruptcy Court a First Amended Plan of Liquidation and related
Disclosure Statement.

The Plan contemplates the Company's liquidation.  The disclosure
statement explaining the Plan says, "The Debtor initiated this
Chapter 11 case in an effort to wind down its operations under the
supervision of the Court, and bring all claims and potential
claimants to one forum so that all assets could be distributed to
all known and unknown claimants."

According to the report, the Debtor's Plan proposes to distribute
its assets pro rata to all of its creditors, in accordance with
the priorities of claims, the priorities of the Bankruptcy Code.

The Debtor's current board of directors and officers will continue
to manage the Debtor's affairs until such time as the Debtor's
Plan is consummated."

                        About Cape Fear Bank

Based in Raleigh, North Carolina, Cape Fear Bank Corporation, fdba
Bank of Wilmington Corporation, filed for Chapter 11 bankruptcy
protection on June 23, 2009 (Bankr. E.D.N.C. Case No. 09-05179).
Judge J. Rich Leonard presides over the case.  Trawick H. Stubbs,
Jr., Esq., at Stubbs & Perdue, P.A., in New Bern, North Carolina,
serves as the Debtor's counsel.  In its petition, the Debtor
disclosed $473,852 in total assets and $10,560,000 in total debts

As reported by the Troubled Company Reporter on April 13, Cape
Fear Bank was closed April 10 by the North Carolina Office of
Commissioner of Banks, which then appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with First
Federal Savings and Loan Association of Charleston, Charleston,
South Carolina, to assume all of the deposits of Cape Fear Bank.

Cape Fear intends to liquidate and distribute all of its assets to
its creditors pro rata, under the supervision of the Bankruptcy
Court, through a Plan of Liquidation filed simultaneously with its
bankruptcy case.  Cape Fear Bank Corp.'s primary asset consisted
of its stock in Cape Fear Bank, which was lost after the FDIC was
appointed as the receiver for the bank.

As of March 31, 2009, Cape Fear Bank had total assets of
approximately $492 million and total deposits of $403 million. In
addition to assuming all of the deposits of the failed bank, First
First Federal agreed to purchase approximately $468 million in
assets.  The FDIC retained the remaining assets for later
disposition.


CAPMARK FINANCIAL: Chapter 11 Filing Cues S&P's 'D' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Capmark Financial Group Inc., including the local
currency counterparty credit rating on the company, to 'D' from
'CC'.  At the same time, S&P removed the ratings from CreditWatch,
where S&P placed them with negative implications on Sept. 4, 2009.

"The rating action follows the firm's announcement that it had
filed for Chapter 11 bankruptcy protection," said Standard &
Poor's credit analyst Jeffrey Zaun.  "The bankruptcy filing will
entail a default on substantially all of the firm's rated debt."

It will not, however, result in a default by Capmark Bank and
certain other affiliates, including the firm's investment adviser,
broker-dealer, and Asian, Indian, and European subsidiaries.

S&P had expected the bankruptcy filing since September 2009, when
Capmark Financial Group entered into an asset put agreement that
gave it the right to sell its North American servicing and
mortgage-banking businesses.  S&P expects the firm to sell these,
and possibly other, assets, through bankruptcy proceedings.

"We will reassess S&P's rating on Capmark Financial Group when S&P
can better determine the results of the firm's bankruptcy and
asset sales, factoring into S&P's assessment the new liability
structure, cash flow projections, and business strategy," said Mr.
Zaun.


CAPMARK FINANCIAL: Fitch Downgrades Issuer Default Rating to 'D'
----------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of Capmark Financial Group to 'D' from 'C' following the company's
filing of a voluntary petition seeking relief under Chapter 11 of
the U.S. Bankruptcy Code.  Approximately $8.5 billion of debt is
affected by this action.  The ratings of Capmark Bank and Capmark
Commercial Funding Asia K.K. are unaffected at this time.  As per
the company's announcement, certain subsidiaries may file for
Chapter 11 or other applicable protection in the future.

On Oct. 2, 2009, Capmark Bank entered into a Cease & Desist Order
with the Federal Deposit Insurance Corporation and the Utah
Department of Financial Institutions, which requires maintenance
of certain leverage ratios, submission of a capital plan within 45
days and applies certain other restrictions.  Under terms of the
company's proposed debt restructuring, it is seeking to re-
capitalize Capmark Bank through a contribution in an amount up to
$1.4 billion to enable the company to manage and monetize the
Bank's existing portfolio and avoid potential actions by the FDIC
that could adversely affect the Bank's liquidity position in the
medium-term and limit the amount of any FDIC claim under the
Capital Maintenance Agreement.  A $600 million contribution was
made on Sept. 30, 2009 with additional contributions anticipated
to be made in the future.

Going forward, Fitch will evaluate the level of information and
transparency in maintaining ratings on Capmark and its related
entities and may withdraw the ratings in the future.

These ratings were downgraded:

Capmark Financial Group Inc.

  -- Long-term IDR to 'D' from 'C';
  -- Short-term IDR to 'D' from 'C'.

These ratings were unaffected:

Capmark Financial Group Inc.

  -- Senior unsecured debt 'C/RR5'
  -- Term secured bank facility 'CC/RR3';
  -- Revolving credit facility 'C/RR5';
  -- Term Bank facility 'C/RR5'.

Capmark Bank

  -- Long-term IDR 'CC'
  -- Short- Term IDR 'C'
  -- Individual 'E'
  -- Long-term Deposits 'CCC'
  -- Short-term Deposits 'C'
  -- Support '5'

Capmark Commercial Funding Asia K.K. (Japan)

  -- Long-term IDR 'C'
  -- Short-term IDR 'C'

In addition, these ratings are withdrawn:

Capmark Commercial Mortgage Funding, PLC

  -- Long-term IDR 'C';
  -- Short-term IDR 'C';
  -- Senior unsecured debt 'C/RR5'.


CAPMARK FINANCIAL: Wants Dec. 24 Extension for Schedules Filing
---------------------------------------------------------------
Capmark Financial Group Inc. and its units ask the Bankruptcy
Court to extend the time for them to file schedules of assets and
liabilities, executory contracts and unexpired leases, current
income and expenditures, and statements of financial affairs,
through December 24, 2009.

Section 521 of the Bankruptcy Code and Rule 1007 of the Federal
Rules of Bankruptcy Procedure require the Debtors to file, among
other things, the Schedules within 15 days after the Petition
Date, unless the Court orders otherwise.  Rule 1007-1(b) of the
Delaware Local Rule extends the filing deadline for the Schedules
to 30 days if the bankruptcy petition is accompanied by a list of
all the debtor's creditors and their addresses and if the total
number of creditors in a debtor's case exceeds 200.  The Debtors
relate that they have filed a list of creditors which reflects
that the total number of their creditors exceed 200.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that due to the size and complexity
of the Debtors' operations, they will be unable to complete their
Schedules in the 30-day period.  According to Mr. Collins, while
the Debtors are mobilizing their employees to work diligently and
expeditiously to prepare the Schedules, the Debtors' resources
are limited.  In view of the amount of work entailed in
completing the Schedules and the competing demands upon the
Debtors' employees and professionals to assist in efforts to
stabilize business operations during this critical initial
position period, the Debtors will not be able to properly and
accurately complete the Schedules within the 30-day time period,
Mr. Collins avers.

                      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.

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


CEQUEL COMMUNICATIONS: S&P Assigns 'B-' Rating on $400 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level and '6' recovery ratings to St. Louis-based cable
operator Cequel Communications Holdings I LLC's proposed
$400 million of senior secured notes due 2017, to be issued with
co-issuer Cequel Capital Corp. The '6' recovery rating indicates
expectations for negligible (0%-10%) recovery in the event of a
payment default.  Proceeds will be used to repay $250 million of
first-lien debt and $150 million of second-lien debt, as well as
transaction fees and expenses.  S&P also assigned a 'B+' corporate
credit rating and stable outlook to Cequel Communications Holdings
I LLC.  These changes reflect the new capital structure with
Cequel Communications Holdings I LLC as an issue.

S&P also affirmed the existing issue ratings at Cequel
Communications LLC, including the 'BB-' issue rating on its first-
lien debt and 'B-' issue rating on its second-lien debt.  The '2'
recovery rating on the first lien debt and the '6' recovery rating
on the second-lien debt remain unchanged.

"The ratings on Cequel reflect mature revenue growth prospects for
basic video services, competitive pressure on the video customer
base from direct-to-home satellite TV providers, and the potential
for increased competition in high-speed data and video services
from the local telephone companies," said Standard & Poor's credit
analyst Catherine Cosentino.  A highly leveraged financial profile
is another factor.  Partly tempering those factors are the
company's position as the dominant provider of pay TV services in
its markets and revenue growth opportunities from advanced video
services, HSD, and voice over Internet protocol telephony.


CHRYSLER LLC: Daimler Wants Amended Suit Dismissed
--------------------------------------------------
Daimler AG asks the Court to dismiss the amended complaint filed
by Chrysler Group LLC and Old Carco LLC on September 29, 2009.
Pursuant to Rule 9017 of the Federal Rules of Bankruptcy
Procedure, Daimler also notifies the Court and parties-in-interest
that if the proceeding were to survive its dismissal request,
Daimler may raise issues in the proceeding concerning the law of
Germany.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, contends in a memorandum supporting the
request that the action is an attempt by Chrysler Group, a non-
debtor, to use the Bankruptcy Court to draft new contracts that
are being negotiated between Chrysler Group and Daimler.  She
notes that the Non-Debtor is bringing the amended complaint even
though the Bankruptcy Court has no jurisdiction over a dispute
regarding contracts being negotiated between two non-debtors that
could have no effect on the bankruptcy estate.

Ms. Henry also files a declaration in further support of Daimler's
dismissal request.

"Indeed, the Non-Debtor does not make one allegation in the
Amended Complaint that a resolution of this dispute will benefit
the Debtors, their creditors or affect a reorganization plan," Ms.
Henry contends.  "Moreover, a resolution of this dispute could not
even give the Non-Debtor the relief that it wants, namely, new
contracts with Daimler," she insists.

Because it is clear from the Amended Complaint that the Court has
no jurisdiction over this dispute, the Court should dismiss the
complaint, Ms. Henry points out.  She adds that any judgment
against Daimler can only inure to the benefit of a Non-Debtor
purchaser at a sale and not to the Debtors' bankruptcy estates,
and therefore, the matter has no effect on the estates and is not
related to the bankruptcy cases.

Ms. Henry further contends that the Plaintiffs lack standing to
bring the Amended Complaint because (i) the complaint does not
allege any injury in fact, but rather speculates about future
injuries, (ii) even if there were injury to the Non-Debtor, it is
impossible to conclude that the injury complained of -- Daimler's
and the Non-Debtor not reaching agreement on new supply contracts
-- arises but for Daimler's alleged wrongful conduct, and (iii)
the relief sought will not remedy any of the Non-Debtor's
purported injuries.

                        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: New Chrysler to Partly Pay Jones Day's Fees
---------------------------------------------------------
Corinne Ball, Esq., at Jones Day, in New York, counsel to Old
CarCo LLC, formerly Chrysler LLc, relates that New Chrysler, the
Fiat S.p.A. owned entity that bought the key assets of Chrysler
LLC, has agreed that it will fund Jones Day's fees and
expenses for any joint efforts of the Debtors and New Chrysler
relating to the enforcement of the Court's order approving the
sale of substantially all of the Debtors' assets and the order
rejecting certain dealerships in response to the legislative or
rulemaking activities of certain states.

Ms. Ball assures the Court that Jones Day is representing, and
will continue to represent, only the Debtors in connection with
the State Enforcement Matter as New Chrysler is represented by a
separate counsel and will separately account for its time and
expenses relating to the State Enforcement Matter in a separate
billing matter number.

To date, Jones Day has not presented an invoice to New Chrysler
for any amounts, Ms. Ball notes.  She says that Jones Day will
include all of the fees and expenses incurred in connection with
the State Enforcement Matter in its monthly fee statements and
interim and final fee applications.

Furthermore, Jones Day will not seek to collect payment from New
Chrysler until the Court has given its approval pursuant to the
Debtors' applicable interim or final fee application.

In a separate filing, Jones Day tells the Court that in order to
timely provide responses on behalf of the Debtors in the most
efficient manner possible, it utilized the services of 24 contract
attorneys during the week ending May 16, 2009, and 10 contract
attorneys during the week ending May 23, 2009, for a cost totaling
$82,918.  The Contract Attorney Expense was included in Jones
Day's Monthly Statement of Services Rendered and Expenses Incurred
by Jones Day for the Period July 1, 2009, through July 31, 2009,
which was filed with the Court and served on certain notice
parties on August 20, 2009, in compliance with the Interim
Compensation Order.

Further, in accordance with the Interim Compensation Order, the
Debtors reimbursed Jones Day for 100% of the Contract Attorney
Expense on September 18, 2009, after the expiration of the
objection deadline provided in the Interim Compensation Order.

Jones Day believes that it does not represent, and has not
represented, any interest adverse to the Debtors or their estates.
Jones Day, thus, believes that it continues to be a "disinterested
person," as defined in Section 101(14) of the Bankruptcy Code.

                        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: New Chrysler to Rely Heavily on Vehicles From Fiat
----------------------------------------------------------------
Kate Linebaugh and Neal E. Boudette at The Wall Street Journal
report that Chrysler Group LLC will unveil on November 4 a product
road map that relies heavily on vehicles from Fiat SpA.  According
to The Journal, people familiar with the matter said that the plan
involves the return of Fiat's premium, sporty Alfa Romeo brand to
the U.S. beginning in 2012.  The Journal relates that Chrysler
will also launch Fiat's tiny car 500.  Citing people familiar with
the matter, The Journal states that Fiat and Chrysler also are
working on several new vehicles with Fiat technology for the U.S.
The Journal says that Chrysler is also preparing to phase out many
current models, including some Dodge cars, the Dodge Grand Caravan
minivan, and several Jeeps.

Chrysler Group, LLC, aka FiatChrysler, is an American automobile
manufacturer headquartered in the Detroit suburb of Auburn Hills,
Michigan.  Chrysler was first organized as the Chrysler
Corporation in 1925.

                        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: Icahn Offers Alternative $4.5-Bil. Financing
-------------------------------------------------------
Carl C. Icahn sent a letter to CIT Group Inc., pursuant to which
certain of his affiliates have committed to provide a new
$4.5 billion term loan to CIT as an alternative to the loan
currently being arranged by Bank of America, N.A.:

Mr. Ichan said the term loan would be structured as an expansion
of CIT's existing $3.0 billion first lien term loan and would be
conditioned upon CIT's receipt of amendments from its existing
lenders to allow Icahn entities to share collateral on a pari
passu basis with them.  "It is our understanding that all of the
terms and conditions for this loan are identical to the expansion
first lien loan that is currently being agented by Bank of
America, with two exceptions: 1) the upfront fees to the company
would be 2.50% in the Company's loan versus 5.00% under the BOA
loan, for a total savings to CIT of approximately $112.5 million,
and 2) allocations of the Company's term loan will not be
conditioned on a vote for or against the company's Exchange
Offer/Plan of Reorganization," Mr. Icahn said.

Mr. Icahn says CIT has indicated that existing first lien lenders
are willing to provide an amendment to allow for an expansion of
the existing loan currently being agented by BOA.  According to
Mr. Icahn, "It is our understanding that that loan is being
provided primarily by the largest lenders in the existing secured
term loan, who also happen to be some or all of the members of the
Steering Committee of the unsecured bondholders of CIT.  We
believe that Steering Committee members, who are influencing a
significant degree of control over the company, have a
responsibility to act in the best interests of the company and the
other bondholders, and therefore should be willing to grant us the
same amendments they are willing to grant themselves.  The fact
that they have agreed to provide an amendment to allow for the
incremental debt in the BOA loan indicates that they are
comfortable with the increased debt from a credit perspective.
Therefore, it would be reprehensible to deny us the same amendment
so that they can earn over $100 million in extra fees while at the
same time being complicit in the manipulation of the vote for the
Exchange Offer/Plan of Reorganization."

                          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.  The Offers
will expire at 11:59 p.m., (prevailing Eastern Time), 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 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.

CIT Group modified its amended Offering Memorandum dated October
16, 2009 through a supplement dated October 23, 2009.  The
supplement reflects changes that are expected to build additional
bondholder support.

The supplement to the Amended Offering Memorandum, Disclosure
Statement and Solicitation of Acceptances of a Prepackaged Plan of
Reorganization includes.  A full-text copy of the amended Offering
Memorandum, which includes the proposed Plan of reorganization is
available at http://researcharchives.com/t/s?477c

                         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 Asks Smaller Noteholders to Reject Plan
--------------------------------------------------------
Carl C. Icahn announced October 27 that he is providing downside
protection for smaller CIT Group noteholders if they are willing
to support him in his opposition to the company's pre-packaged
bankruptcy plan.  The protection will take the form of a 30 day
tender offer at 60% of par value.  Through this offer, Mr. Icahn
will essentially provide a free put option to small noteholders,
assuring them a floor price in the event the notes trade lower,
while allowing them to benefit if the notes trade higher -- and
thus will seek to neutralize the variety of scare tactics designed
by CIT to coerce noteholders into supporting the company's plan.
Mr. Icahn believes that the pre-packaged plan being promoted by
the company will result in the destruction of value at CIT -- with
the current Board of Directors retaining control of the company --
and must be defeated.

In making the tender offer, Mr. Icahn stated that "smaller
noteholders have been disadvantaged by the restructuring process
and completely ignored by CIT and its advisors, as well as by
those purportedly representing them."

Mr. Icahn went on to say that "it is very important that the
smaller holders realize that their vote matters greatly because,
under applicable bankruptcy law, CIT's pre-packaged plan -- which
would entrench the Board at the noteholders' expense -- requires,
among other things, 50% in number of those voting to approve the
plan. This means that whether you own 1 note or 1,000 notes, your
vote counts the same in determining whether the 50% in number is
achieved. Let us show CIT once and for all that the small
noteholder is the wrong group to ignore. Our tender offer provides
downside protection to those noteholders willing to stand up to
the company and reject their plan in the face of the scare tactics
being used by the company."

"Time is of the essence.  To defeat the company's pre-packaged
plan, you must not participate in the company's exchange offer and
you must vote to reject the company's pre-packaged plan prior to
the 11:59 p.m. deadline on Thursday, October 29(th).  In order to
qualify for our offer, you must select Option 3 on CIT's ballot --
which states that you are not participating in the company's
exchange offer and that you are voting to reject the company's
pre-packaged plan -- and when you tender, you must certify to us
that you voted in that manner. If you have already tendered your
notes into CIT's exchange offer, you have until the Thursday
deadline to withdraw your notes and change your vote to reject the
company's pre-packaged plan. If you have not received a ballot
from CIT or you have any other questions, please contact Vincent
Intrieri at (212) 702-4328 or Stephen Mongillo at (212) 702-4343
immediately."

"If a broker or financial advisor is acting for you, they will be
paid $5.00 for each $1,000 in principal amount of notes tendered
to us for assisting their clients in casting their votes as we
have described."

Specifics of the plan

In the event that the pre-packaged plan of reorganization/exchange
offer currently being proposed by CIT fails, certain of
Mr. Icahn's affiliated entities will commence a tender offer to
purchase for cash any and all of the outstanding CIT notes listed
on the attached schedule, in each case at a price of $600 for each
$1,000 in principal amount of such Notes validly tendered.
Noteholders will have 30 days from the date the tender offer is
made to determine whether or not they wish to tender and may
withdraw tendered Notes until the expiration of the offer.  The
terms and conditions of the Offer will be set forth in an Offer to
Purchase, Letter of Transmittal and other related materials to be
distributed to holders of the Notes.  The Offer will terminate
immediately and be of no further effect in the event that CIT
announces that it has received the requisite votes necessary to
approve the pre-packaged plan/exchange offer that the company is
promoting.  The Offer will not be subject to any financing
condition and there will be no conditions to the Offer based on
any aggregate principal amount of Notes being tendered. Other than
the foregoing, the Offer will be subject only to customary
conditions.

In announcing the plan, Mr. Icahn also included the following
letter to smaller CIT noteholders.

AN OPEN LETTER TO SMALLER CIT NOTEHOLDERS

To the smaller holders:

As you are undoubtedly aware, CIT has been driven to the brink of
bankruptcy by a management team and Board of Directors who have
made a series of disastrous decisions while running your company.
Now, in a final act of desperation, the company has put forth a
pre-packaged bankruptcy plan which would leave the same Board of
Directors and their successors in charge of the company after it
emerges from bankruptcy. The company's plan provides no
protections against the same types of decisions which got us to
where we are in the first place. The company will generate
billions of dollars in cash flow over the next few years -- cash
that rightfully belongs to the noteholders. However, rather than
returning our money to us, the company's plan allows management to
hold on to our cash, with virtually no restrictions on how the
company uses the money. The company's plan will allow for business
as usual with the same leadership that got us into trouble in the
first place.

I believe I am the largest holder of CIT notes and have been
opposing CIT's solicitation for approval of its Prepackaged Plan
of Reorganization because I believe that it is contrary to the
interests of the holders of CIT notes. While I would be supportive
of a well-structured pre-packaged bankruptcy, I believe that CIT's
offer as currently structured provides no protection for
noteholders going forward and is likely to result in the
deterioration of value and business as usual for the current Board
of Directors and management. We are not against CIT continuing to
have a bank and using its platforms through the bank to make loans
to small businesses. What we are very much against is the pre-
packaged plan being offered by the company, which would entrench
the very board members who have gotten us into this mess in the
first place and would put our assets in harm's way.

In light of this, I believe that a more rational plan structured
through the auspices of a traditional bankruptcy process would
result in better long term value for noteholders. CIT, on the
other hand has said that it would be disastrous for the company to
file for bankruptcy without an approved Plan of Reorganization --
painting a doomsday scenario in which the "estimated recovery
value for general unsecured claims in an accelerated liquidation
is between 6 - 37 cents per $1.00." I believe that CIT is trying
to use scare tactics to get you to vote for their Plan. I am not
afraid of a non-prepackaged bankruptcy for CIT. I don't believe
that a traditional bankruptcy would be worse for us than the
result of the company's proposed prepackaged Plan, which will
result in the current Board of Directors and their successors
still running the company after it emerges from bankruptcy. This
Board has been the overseer of the precipitous ruination of CIT,
so why continue it in power?

Since we released our open letter to noteholders on Friday, we
have received numerous calls from noteholders supporting our
position. Many of the callers are smaller holders who believe that
they have been effectively shut out of the process by CIT, its
advisors and Houlihan Lokey, purportedly an advisor to
noteholders. As I indicated above, they have been using a variety
of scare tactics to try to convince noteholders that a traditional
bankruptcy -- or a "free-fall bankruptcy" as the company calls it
-- would be a disaster. On the contrary, we are so confident in
the underlying value of the company's assets if properly managed,
and so concerned about the potential for value destruction under
the company's current plan, that we are effectively willing to
provide a "floor price" of 60% of par -- compared to CIT's
estimate of between 6% and 37% in an accelerated liquidation
scenario -- for 30 days for those holders willing to stand up to
the company. This in effect provides small noteholders with a free
put right. What you have to do is tell me that you voted all of
your Notes against CIT's pre-packaged plan and that you marked on
the ballot that you were not participating in the company's
exchange offer.

Don't forget that CIT's pre-packaged plan needs to be approved by
both a majority in number of holders of notes and holders of two-
thirds of the principal amount of notes. That requirement of
bankruptcy law is the great leveler. It means that the vote of the
"little guy" counts as much as the vote of those holding billions
of dollars worth of CIT notes. We believe that the small
noteholder is being taken advantage of by CIT and also by those
purporting to represent the interests of all noteholders. It is
not too late to stand up and be counted. Don't be fooled by the
company's scare tactics.

If you wish to participate in our tender offer, it is important
that you vote now or instruct your broker immediately to vote to
reject CIT's plan. Votes must be cast by 11:59 p.m. on Thursday,
October 29(th). If you have any inquiries, please contact Vincent
Intrieri at (212) 702-4328 or Stephen Mongillo at (212) 702-4343
immediately.

Noteholders with questions about the Offer may also call Innisfree
M&A Incorporated, the Information Agent, toll-free at 888-750-5834
(banks and brokers may call collect at 212-750-5833).

CIT NOTES SUBJECT TO THE OFFER

    Title of Notes                           CUSIP/ISIN
    3.85% Notes due November 15, 2009         12557WJP7
    4.63% Notes due November 15, 2009         12557WLV1
    5.05% Notes due November 15, 2009         12557WPC9
    5.00% Notes due November 15, 2009         12557WB26
    5.00% Notes due November 15, 2009         12557WB59
    5.00% Notes due November 15, 2009         12557WB83
    3.95% Notes due December 15, 2009         12557WJV4
    4.80% Notes due December 15, 2009         12557WMB4
    4.70% Notes due December 15, 2009         12557WPL9
    4.85% Notes due December 15, 2009         12557WPU9
    6.25% Notes due December 15, 2009         12557WSJ1
    6.50% Notes due December 15, 2009         12557WSM4
    4.05% Notes due February 15, 2010         12557WKE0
    5.15% Notes due February 15, 2010         12557WQC8
    5.05% Notes due February 15, 2010         12557WQL8
    6.50% Notes due February 15, 2010         12557WSX0
    4.30% Notes due March 15, 2010            12557WKL4
    5.05% Notes due March 15, 2010            12557WMH1
    5.15% Notes due March 15, 2010            12557WMP3
    4.90% Notes due March 15, 2010            12557WQU8
    4.85% Notes due March 15, 2010            12557WRC7
    6.50% Notes due March 15, 2010            12557WTL5
    4.45% Notes due May 15, 2010              12557WKS9
    5.25% Notes due May 15, 2010              12557WMV0
    4.30% Notes due June 15, 2010             12557WKX8
    4.35% Notes due June 15, 2010             12557WLE9
    5.30% Notes due June 15, 2010             12557WNB3
    4.60% Notes due August 15, 2010           12557WLL3
    5.45% Notes due August 15, 2010           12557WNH0
    5.50% Notes due August 15, 2010           12557WA92
    4.25% Notes due September 15, 2010        12557WLS8
    5.25% Notes due September 15, 2010        12557WNR8
    5.05% Notes due November 15, 2010         12557WLY5
    5.25% Notes due November 15, 2010         12557WNZ0
    5.25% Notes due November 15, 2010         12557WC33
    5.25% Notes due November 15, 2010         12557WC74
    5.00% Notes due December 15, 2010         12557WME8
    5.05% Notes due December 15, 2010         12557WPH8
    4.90% Notes due December 15, 2010         12557WPR6
    5.25% Notes due December 15, 2010         12557WSE2
    6.50% Notes due December 15, 2010         12557WSR3
    6.50% Notes due January 15, 2011          12557WSV4
    5.15% Notes due February 15, 2011         12557WPZ8
    5.15% Notes due February 15, 2011         12557WQH7
    6.60% Notes due February 15, 2011         12557WTB7
    5.05% Notes due March 15, 2011            12557WML2
    5.00% Notes due March 15, 2011            12557WQR5
    4.90% Notes due March 15, 2011            12557WQZ7
    5.00% Notes due March 15, 2011            12557WRH6
    6.75% Notes due March 15, 2011            12557WTJ0
    6.50% Notes due March 15, 2011            12557WTQ4
    5.15% Notes due April 15, 2011            12557WMS7
    5.40% Notes due May 15, 2011              12557WMY4
    5.35% Notes due June 15, 2011             12557WNE7
    5.35% Notes due August 15, 2011           12557WNM9
    5.20% Notes due September 15, 2011        12557WNV9
    5.20% Notes due November 15, 2011         12557WPD7
    5.25% Notes due November 15, 2011         12557WB34
    5.25% Notes due November 15, 2011         12557WB67
    5.25% Notes due November 15, 2011         12557WB91
    4.85% Notes due December 15, 2011         12557WPM7
    5.00% Notes due December 15, 2011         12557WPV7
    5.25% Notes due February 15, 2012         12557WQD6
    5.15% Notes due February 15, 2012         12557WQM6
    7.25% Notes due February 15, 2012         12557WSY8
    7.00% Notes due February 15, 2012         12557WTF8
    5.00% Notes due March 15, 2012            12557WQV6
    5.00% Notes due March 15, 2012            12557WRD5
    7.25% Notes due March 15, 2012            12557WTM3
    5.75% Notes due August 15, 2012           12557WA68
    5.50% Notes due November 15, 2012         12557WC41
    5.50% Notes due November 15, 2012         12557WC82
    5.50% Notes due December 15, 2012         12557WSF9
    7.00% Notes due December 15, 2012         12557WSK8
    7.25% Notes due December 15, 2012         12557WSN2
    7.30% Notes due December 15, 2012         12557WSS1
    6.15% Notes due January 15, 2013          12557WAZ4
    6.25% Notes due January 15, 2013          12557WBC4
    6.15% Notes due January 15, 2013          12557WBF7
    6.25% Notes due January 15, 2013          12557WBJ9
    7.50% Notes due January 15, 2013          12557WSW2
    6.25% Notes due February 15, 2013         12557WBM2
    6.20% Notes due February 15, 2013         12557WBQ3
    6.00% Notes due February 15, 2013         12557WBT7
    7.60% Notes due February 15, 2013         12557WTC5
    6.15% Notes due February 15, 2013         12557WBW0
    7.75% Notes due March 15, 2013            12557WTK7
    7.90% Notes due March 15, 2013            12557WTN1
    7.25% Notes due March 15, 2013            12557WTR2
    6.00% Notes due March 15, 2013            12557WBZ3
    6.00% Notes due March 15, 2013            12557WCC3
    6.10% Notes due March 15, 2013            12557WCF6
    6.25% Notes due March 15, 2013            12557WCJ8
    6.15% Notes due April 15, 2013            12557WCM1
    6.15% Notes due April 15, 2013            12557WCQ2
    6.05% Notes due April 15, 2013            12557WCT6
    6.05% Notes due May 15, 2013              12557WCW9
    4.95% Notes due May 15, 2013              12557WCZ2
    4.95% Notes due May 15, 2013              12557WDC2
    4.88% Notes due June 15, 2013             12557WDF5
    4.85% Notes due June 15, 2013             12557WDJ7
    4.60% Notes due June 15, 2013             12557WDM0
    4.45% Notes due June 15, 2013             12557WDQ1
    5.05% Notes due July 15, 2013             12557WEF4
    4.65% Notes due July 15, 2013             12557WDT5
    4.75% Notes due July 15, 2013             12557WDW8
    5.00% Notes due July 15, 2013             12557WDZ1
    4.75% Notes due July 15, 2013             12557WEC1
    5.30% Notes due August 15, 2013           12557WEJ6
    5.50% Notes due August 15, 2013           12557WEM9
    5.50% Notes due August 15, 2013           12557WEQ0
    5.40% Notes due September 15, 2013        12557WET4
    5.50% Notes due September 15, 2013        12557WEW7
    5.25% Notes due September 15, 2013        12557WEZ0
    5.20% Notes due September 15, 2013        12557WFC0
    5.20% Notes due October 15, 2013          12557WFF3
    5.20% Notes due October 15, 2013          12557WFJ5
    5.25% Notes due October 15, 2013          12557WFM8
    5.30% Notes due November 15, 2013         12557WFQ9
    5.10% Notes due November 15, 2013         12557WFT3
    5.20% Notes due December 15, 2013         12557WFZ9
    5.10% Notes due January 15, 2014          12557WGC9
    4.85% Notes due January 15, 2014          12557WGF2
    5.00% Notes due February 15, 2014         12557WGJ4
    4.90% Notes due February 15, 2014         12557WGM7
    7.85% Notes due February 15, 2014         12557WSZ5
    7.65% Notes due February 15, 2014         12557WTG6
    4.80% Notes due March 15, 2014            12557WGQ8
    4.60% Notes due March 15, 2014            12557WGT2
    7.85% Notes due March 15, 2014            12557WTS0
    4.80% Notes due April 15, 2014            12557WGW5
    5.10% Notes due April 15, 2014            12557WGZ8
    5.25% Notes due May 15, 2014              12557WHC8
    5.80% Notes due May 15, 2014              12557WHF1
    5.70% Notes due June 15, 2014             12557WHJ3
    5.75% Notes due June 15, 2014             12557WHM6
    5.75% Notes due June 15, 2014             12557WRU7
    5.85% Notes due June 15, 2014             12557WRX1
    6.00% Notes due June 15, 2014             12557WSA0
    5.65% Notes due July 15, 2014             12557WHQ7
    5.30% Notes due July 15, 2014             12557WHT1
    5.20% Notes due August 15, 2014           12557WHW4
    5.30% Notes due August 15, 2014           12557WHZ7
    6.00% Notes due August 15, 2014           12557WA27
    6.00% Notes due August 15, 2014           12557WA76
    5.25% Notes due September 15, 2014        12557WJC6
    5.05% Notes due September 15, 2014        12557WJF9
    4.90% Notes due October 15, 2014          12557WJJ1
    5.10% Notes due October 15, 2014          12557WJM4
    5.05% Notes due November 15, 2014         12557WJQ5
    5.125% Notes due December 15, 2014        12557WJT9
    5.10% Notes due December 15, 2014         12557WJW2
    5.05% Notes due January 15, 2015          12557WJZ5
    4.95% Notes due February 15, 2015         12557WKC4
    4.90% Notes due February 15, 2015         12557WKF7
    7.90% Notes due February 15, 2015         12557WTD3
    5.10% Notes due March 15, 2015            12557WKJ9
    5.05% Notes due March 15, 2015            12557WKM2
    5.375% Notes due April 15, 2015           12557WKQ3
    5.25% Notes due May 15, 2015              12557WKT7
    5.30% Notes due May 15, 2015              12557WKW0
    5.10% Notes due June 15, 2015             12557WKZ3
    5.05% Notes due June 15, 2015             12557WLA7
    5.20% Notes due June 15, 2015             12557WLF6
    5.30% Notes due August 15, 2015           12557WLJ8
    5.375% Notes due August 15, 2015          12557WLM1
    5.25% Notes due September 15, 2015        12557WLQ2
    5.10% Notes due September 15, 2015        12557WLT6
    5.50% Notes due November 15, 2015         12557WLW9
    5.80% Notes due November 15, 2015         12557WLZ2
    5.75% Notes due December 15, 2015         12557WMC2
    5.80% Notes due December 15, 2015         12557WMF5
    5.85% Notes due March 15, 2016            12557WMJ7
    5.80% Notes due March 15, 2016            12557WMM0
    6.00% Notes due March 15, 2016            12557WMQ1
    5.88% Notes due April 15, 2016            12557WMT5
    6.05% Notes due May 15, 2016              12557WMW8
    6.15% Notes due May 15, 2016              12557WMZ1
    6.10% Notes due June 15, 2016             12557WNC1
    6.10% Notes due June 15, 2016             12557WNF4
    6.20% Notes due August 15, 2016           12557WNJ6
    6.13% Notes due August 15, 2016           12557WNN7
    6.05% Notes due September 15, 2016        12557WNS6
    5.95% Notes due September 15, 2016        12557WNW7
    6.00% Notes due November 15, 2016         12557WPA3
    5.95% Notes due November 15, 2016         12557WPE5
    5.80% Notes due December 15, 2016         12557WPJ4
    5.65% Notes due December 15, 2016         12557WPN5
    5.70% Notes due December 15, 2016         12557WPS4
    5.70% Notes due December 15, 2016         12557WPW5
    5.85% Notes due February 15, 2017         12557WQA2
    5.95% Notes due February 15, 2017         12557WQE4
    5.85% Notes due February 15, 2017         12557WQJ3
    5.80% Notes due February 15, 2017         12557WQN4
    5.75% Notes due March 15, 2017            12557WQS3
    5.75% Notes due March 15, 2017            12557WQW4
    5.70% Notes due March 15, 2017            12557WRA1
    5.65% Notes due March 15, 2017            12557WRE3
    5.75% Notes due March 15, 2017            12557WRJ2
    5.75% Notes due May 15, 2017              12557WRL7
    5.80% Notes due May 15, 2017              12557WRN3
    5.80% Notes due May 15, 2017              12557WRQ6
    6.00% Notes due June 15, 2017             12557WRS2
    6.00% Notes due June 15, 2017             12557WRV5
    6.10% Notes due June 15, 2017             12557WRY9
    6.25% Notes due June 15, 2017             12557WSB8
    6.25% Notes due August 15, 2017           12557WA35
    6.25% Notes due November 15, 2017         12557WB42
    6.25% Notes due November 15, 2017         12557WB75
    6.25% Notes due November 15, 2017         12557WC25
    6.40% Notes due November 15, 2017         12557WC58
    6.50% Notes due November 15, 2017         12557WC90
    6.50% Notes due December 15, 2017         12557WSG7
    7.50% Notes due December 15, 2017         12557WSL6
    7.75% Notes due December 15, 2017         12557WSP7
    7.80% Notes due December 15, 2017         12557WST9
    6.25% Notes due August 15, 2021           12557WNP2
    6.35% Notes due August 15, 2021           12557WNK3
    6.15% Notes due September 15, 2021        12557WNX5
    6.25% Notes due September 15, 2021        12557WNT4
    6.10% Notes due November 15, 2021         12557WPF2
    6.25% Notes due November 15, 2021         12557WPB1
    5.85% Notes due December 15, 2021         12557WPP0
    5.875% Notes due December 15, 2021        12557WPT2
    5.90% Notes due December 15, 2021         12557WPX3
    6.00% Notes due December 15, 2021         12557WPK1
    5.95% Notes due February 15, 2022         12557WQP9
    6.00% Notes due February 15, 2022         12557WQB0
    6.00% Notes due February 15, 2022         12557WQK0
    6.05% Notes due February 15, 2022         12557WQF1
    5.85% Notes due March 15, 2022            12557WQX2
    5.85% Notes due March 15, 2022            12557WRB9
    5.85% Notes due March 15, 2022            12557WRF0
    5.90% Notes due March 15, 2022            12557WQT1
    5.95% Notes due March 15, 2022            12557WRK9
    6.00% Notes due May 15, 2022              12557WRM5
    6.00% Notes due May 15, 2022              12557WRP8
    6.00% Notes due May 15, 2022              12557WRR4
    6.15% Notes due June 15, 2022             12557WRT0
    6.20% Notes due June 15, 2022             12557WRW3
    6.25% Notes due June 15, 2022             12557WRZ6
    6.50% Notes due June 15, 2022             12557WSC6
    6.50% Notes due August 15, 2022           12557WA43
    6.50% Notes due August 15, 2022           12557WA84
    6.70% Notes due November 15, 2022         12557WC66
    6.75% Notes due November 15, 2022         12557WSD4
    6.75% Notes due December 15, 2022         12557WSH5
    6.25% Notes due February 15, 2010         12557WTE1
    5.40% Notes due December 15, 2013         12557WFW6

                 CIT Sets the Record Straight

CIT Group Inc. issued a statement correcting "important
inaccuracies" contained in an open letter from Carl Icahn to
smaller CIT bondholders.  According to the Company statement,
Mr. Icahn is seeking to convince smaller bondholders to vote
against the Company's proposed restructuring plan now in exchange
for his ill-defined promise that some of Mr. Icahn's unidentified
"affiliated entities" will eventually deliver on that vague
promise.

Over the last several months, CIT has worked together with a
diverse group of bondholders in developing a comprehensive
restructuring plan to position CIT for future success.  The
successful completion of either the exchange offers or plan of
reorganization will generate significant capital and liquidity.
CIT and many of its bondholders believe this plan maximizes
franchise value.

CIT says that under its plan all bondholders within the same
class, large and small, are treated equally.  According to CIT,
Mr. Icahn has also misrepresented the fundamental economics of the
Company's restructuring plan.  As described in CIT's plan of
reorganization, senior unsecured bondholders would receive
consideration of $700 in new secured bonds for every $1,000 of
existing bonds, in addition to equity consideration which would
allow for participation in future value created by the Company. In
addition, under the Company's plan, bondholders would receive
substantially all of the equity of CIT.

CIT also clarified several facts that were misrepresented in
Mr. Icahn's letter related to its corporate governance and use of
cash, both of which are detailed in the Amended Offering
Memorandum.  First, CIT's Board of Directors will be comprised of
a majority of new independent members, a significant number of
whom will be proposed by the Company's bondholders. In addition,
CIT Chairman and Chief Executive Officer Jeffrey M. Peek has
announced his resignation effective December 31st.

Second, with regard to restrictions on the use of cash, contrary
to Mr. Icahn's assertions, CIT has incorporated into its plan a
cash control process that places restrictions on the reinvestment
of cash into the business and ensures that certain cash flows are
used to accelerate the repayment of debt.

Through the restructuring and substantial deleveraging featured in
CIT's plan, whether completed in or out of court, the Company is
confident that CIT will emerge as a strong bank holding company
with improved capital, liquidity and earnings potential. CIT
remains fully committed to serving its small business and middle
market customers, as it has for more than 100 years.

The CIT Group Inc. exchange offers expire at 11:59 p.m., New York
City time, on Thursday, October 29, 2009, with the exception of
the additional notes maturing after 2018 for which there is an
early acceptance date of October 29, 2009 and expiration date of
November 13, 2009. The Delaware Funding Offers expire at 11:59
p.m. New York City time on Thursday, November 5, 2009 and have an
Early Tender Date of October 29, 2009. Tendered securities may be
validly withdrawn at any time prior to the expiration, early
acceptance or early tender dates.

                        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.  The Offers
will expire at 11:59 p.m., (prevailing Eastern Time), 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 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.

CIT Group modified its amended Offering Memorandum dated October
16, 2009 through a supplement dated October 23, 2009.  The
supplement reflects changes that are expected to build additional
bondholder support.

The supplement to the Amended Offering Memorandum, Disclosure
Statement and Solicitation of Acceptances of a Prepackaged Plan of
Reorganization includes.  A copy of the amended Offering
Memorandum, which includes the proposed Plan of reorganization is
available at http://researcharchives.com/t/s?477c

                         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: Sean Egan Urges Rejection of Tender Offer/Prepack
------------------------------------------------------------
Egan-Jones Ratings Company President Sean Egan said that bond
investors should reject the CIT Group's effort to save itself from
bankruptcy, as well as CIT's ready-made backup plan for
bankruptcy, Matthew Craft at Forbes reports.  According to Forbes,
Mr. Egan said that both would leave the current management team in
place and give bondholders a smaller payout than if CIT was forced
to sell off its assets.  CIT should be able to sell its loans and
leases for at least 80% of book value, Forbes states, citing Mr.
Egan.  Forbes relates that senior unsecured bondholders could
recover 90 cents on the dollar for their investments, a better
deal than what CIT has offered.  Mike Spector posted at The Wall
Street Journal blog, Deal Journal, that Tanja Aalto, who helped
craft CIT's restructuring plan at Houlihan Lokey, has moved to
Barclays as a managing director in that bank's restructuring
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.


CITIGROUP INC: To Issue 5,000 MSCI Brazil Index-Linked Notes
------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
a final pricing supplement in connection with Citigroup Funding
Inc.'s planned issuance of 5,000 Stock Market Upturn NotesSM
Based Upon the iShares(R) MSCI Brazil Index Fund Due
October 27, 2011, at $1,000.00 per Note.  A full-text copy
of the final pricing supplement is available at no charge at:

               http://ResearchArchives.com/t/s?4795

Citigroup also filed with the Commission a free writing prospectus
discussing CitiFirst's Structured Investments.  A full-text copy
of the free writing prospectus is available at no charge at:

               http://ResearchArchives.com/t/s?4794

Citigroup also filed a Form 8-A to register its 2% Minimum Coupon
Principal Protected Notes Based Upon the Russell 2000(R) Index Due
2014 with NYSE Arca.

                         About Citigroup

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

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

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

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


COLONIAL BANCGROUP: Plaintiffs Seek to Limit Use of $15M Policy
---------------------------------------------------------------
Law360 reports that plaintiffs in a consolidated securities
lawsuit against Colonial BancGroup Inc. have asked a bankruptcy
judge to put limits on the efforts of financial company's
principals to access funds to provide them a defense under a
$15 million insurance policy.

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

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

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


CONTINENTAL AIRLINES: To Issue $644MM EETCs to Finance Jets
-----------------------------------------------------------
Continental Airlines, Inc., has increased the size of its 2009-2
EETC transaction from $579,273,000 to $644,437,000 to finance more
aircraft.

Continental intends to issue Class A Pass Through Certificates,
Series 2009-2 in the face amount of $527,625,000; and Class B Pass
Through Certificates, Series 2009-2, in the face amount of
$116,812,000.

Continental seeks to finance 19 aircraft, which will consist of
eight Boeing aircraft currently owned by Continental and 11 new
Boeing aircraft.  The eight currently owned aircraft consist of
three Boeing 737-824 aircraft, three Boeing 757-224 aircraft, one
Boeing 767-424ER aircraft and one Boeing 777-224ER aircraft.  The
11 new aircraft consist of nine Boeing 737-824 aircraft scheduled
for delivery from January to June 2010, and two Boeing 777-224ER
aircraft scheduled for delivery in April and May 2010.

Continental on Tuesday filed a free writing prospectus with the
Securities and Exchange Commission in connection with its planned
offering of $579,273,000 of Pass Through Certificates, Series
2009-2, in two classes:

     -- Class A of $474,273,000; and
     -- Class B of $105,000,000

Later that day, Continental filed a second free writing prospectus
setting forth the corresponding material changes to Continental's
preliminary prospectus supplement.

In its first prospectus, Continental said the proceeds from the
offering will be used to:

     -- finance the purchase of 2 new Boeing 777-200ER aircraft
        and 7 new Boeing 737-800 aircraft to be selected from a
        pool of 9 Boeing 737-800 aircraft, which are scheduled for
        delivery in the first half of 2010

     -- refinance 8 aircraft originally delivered new to
        Continental in 1999-2000:

        * 3 Boeing 737-800s
        * 3 Boeing 757-200s
        * 1 Boeing 767-400ER
        * 1 Boeing 777-200ER

The Joint Bookrunners and Joint Structuring Agents are Morgan
Stanley, Goldman Sachs and Credit Suisse

A full-text copy of the first free writing prospectus is available
at no charge at http://ResearchArchives.com/t/s?47ac

A full-text copy of the second free writing prospectus is
available at no charge at http://ResearchArchives.com/t/s?47af

                   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: S&P Puts 'BB' Rating on $175-Mil. DIP Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'BB'
rating to auto supplier Cooper-Standard Automotive Inc.'s debtor-
in-possession term loan of $175 million.

This DIP loan rating is a point-in-time rating.  Accordingly, the
rating is effective only for the date of this report, and S&P will
not review, modify, or provide ongoing surveillance of the rating.
Documents used in S&P's analysis include the DIP credit agreement
dated Aug. 3, 2009, and the final DIP order by the U.S. Bankruptcy
Court dated Sept. 2, 2009, and by the Canadian court on Aug. 6,
2009.

S&P's rating reflects S&P's assumption that the entire
$175 million of committed DIP financing will be outstanding at the
time of Cooper-Standard's emergence from bankruptcy or in the
event that the case converts to liquidation.

S&P's rating also reflects S&P's view of the DIP loan's exposure
to risks of lending to the pre-emergence company, as well as these
additional factors:

* Risks of weak global automotive production volumes;

* Exposure to the highly competitive, price-sensitive, and
  cyclical global light-vehicle market;

* Product mix heavily weighted toward light-truck platforms, which
  have had weak sales recently; and

* Dependence on production volumes of the Michigan-based original
  equipment manufacturers that accounted for 45% of the company's
  global 2008 sales.

S&P believes all of these factors could contribute to continued
pressure on revenues, EBITDA, and cash flow generation and could
undermine the company's prospects for emergence, as well as for
financial performance of the post-emergence company should it
emerge from bankruptcy.  In addition, the company has yet to
obtain committed emergence financing, given its fairly recent
bankruptcy filing.

In S&P's opinion, Cooper-Standard's largest challenges to
emergence are the weak demand in the global auto markets and the
uncertain state of the capital markets for post-petition
financing.  Should the company's revenues not recover in the next
six months, the company's liquidity and financing prospects could
prove inadequate for reorganization.

Still, S&P believes reorganization and emergence are the more
likely outcomes based on the company's competitive position as a
Tier 1 supplier to the global auto market.  The company's heavy
debt burden, resulting from its late 2004 leveraged buyout, was a
significant factor prompting the bankruptcy filings, and the
company and its lenders are negotiating to address this issue.
The company has indicated that a primary objective of its
restructuring is a significant reduction in the company's pre-
petition debt, which in S&P's view would increase its likelihood
of emergence.

In S&P's view, Cooper-Standard had achieved operating efficiencies
since 2004 and improved its potential operating leverage from
previous restructuring actions.  S&P believes a significant amount
of necessary operational restructuring was, therefore, complete
before the filings.  Cooper-Standard closed or restructured 11
facilities since late 2004, saving more than $55 million per year
at a cost of $127 million, according to the company.  In addition,
the company discontinued certain product lines and reduced
salaried headcount by 34% in the past 12 months.  S&P currently do
not expect the company to undertake any major facility closings or
additional operational restructuring during bankruptcy.  Still, if
the weak state of demand in the global auto markets persists and
the company's revenue does not recover in the short term, S&P
believes the company may undertake further operational
restructuring.

Prior to filing for bankruptcy, Cooper-Standard had also
reorganized the geographic footprint of its product lines, gaining
positions in low-cost areas and proximity to customers; according
to the company, this yielded savings of $47.2 million.  The
company had also meaningfully reduced its variable costs,
especially in North America, in addition to reducing discretionary
capital expenditures and aligning inventory levels with the
current low production volumes.  The company has also concluded
certain pricing and long-term agreement issues with customers and
renegotiated three of five union contracts.  In S&P's opinion,
pension and other postretirement employee benefits obligations,
given their relatively small amount, are not likely to be a
significant focus of the reorganization.

S&P believes the most significant obstacle to obtaining financing
for emergence will be revenue and cash flow erosion stemming from
a worsening global economy.  In addition, S&P expects the
company's exposure to the Michigan-based automakers (about 45% of
the company's 2008 global sales) to limit improvement in Cooper-
Standard's earnings and cash flow expansion in the year ahead
because these companies are struggling financially.  Also, the
company's vehicle platform exposure remains highly vulnerable to
sales of light trucks and SUVs, which S&P believes would be hurt
if gasoline prices were to rise materially from current levels.

S&P's ratings reflect the uncertainty and potential risk to
liquidity related to pending legal proceedings against the company
by former parent Cooper Tire & Rubber Co. (B/Positive/--).
Although S&P does not have a view about the outcome of this
litigation, S&P believes these proceedings, if concluded
adversely, would reduce the company's current liquidity and
complicate emergence financing.  Pursuant to a 2004 stock purchase
agreement with the company, Cooper Tire is seeking $60 million
related to federal tax refunds that Cooper-Standard recently
received, or expects to receive in the near term, from the
Canadian government.  If Cooper Tire prevails, in addition to a
current adverse effect on liquidity, S&P believes emergence
negotiations could be complicated because Cooper-Standard likely
would need to fund additional debt in the emergence capital
structure.

S&P believes lenders could achieve higher recoveries in the event
of a successful reorganization as a going concern, but for the
purposes of the DIP loan rating, S&P assesses collateral coverage
under a liquidation scenario.  If the company was to liquidate
rather than reorganize, S&P believes the DIP lenders should
realize near-full recovery of principal.  S&P's analysis is based
on unaudited balance sheet data reported at June 30, 2009.


COUNTRY COACH: Court Rejects Dismissal of Reorganization Case
-------------------------------------------------------------
Laura Rillos at KVAL News reports that Bankruptcy Judge Albert
Radcliffe has rejected a request by Rebecca Kamitsuka, an attorney
for the U.S. Trustee, to dismiss Country Coach LLC's Chapter 11
proceedings.  Dismissal of the Chapter 11 bankruptcy case wouldn't
benefit anyone, KVAL says, citing Judge Radcliffe.

According to KVAL, Ms. Kamitsuka said that Country Coach has
continued to lose money since reopening with a skeleton crew
earlier this year.

KVAL relates that Country Coach's Chief Financial Officer Mark
Andersen had testified that the Company has failed to meet sales
and manufacturing goals set forth when it reopened.  Country Coach
has lost almost $8 million since then, KVAL notes.

KVAL states that Country Coach got several votes of confidence
from its workers, creditors, and investors, who believe that the
Company can get back on its feet.  KVAL relates that the attorneys
for Country Coach's unsecured creditors and Wells Fargo, which had
sued Country Coach earlier this year to recover $8.5 million,
wanted to see the Company's bankruptcy proceedings to continue.
KVAL quoted as saying, "The debtor [Country Coach] has
overwhelming support, certainly from employees, unsecured
creditors, investors."  According to the report, Country Coach
spokesperson Matt Howard said that the Company plans to exit
bankruptcy in mid-February.

Country Coach, LLC -- http://www.countrycoach.com/-- is a
Highline motorcoach builder.  Country Coach was founded in 1973
and has a 508,000 square feet manufacturing facility in Junction
City, Oregon.

Country Coach was sent to Chapter 11 less than two months after
its owner, National R.V. Holdings Inc., reorganized in court.
National R.V., had its reorganization plan approved by a judge in
December.  The Perris, California based company sought Chapter 11
protection in November 2007, listing assets of $54.4 million
against debt of $30.1 million.

In September, Country Coach completed a restructuring plan aimed
at stemming a sharp decline in sales volume to due market
pressures.  In its eight-month restructuring, Country Coach cut
its size by 50%, reduce staffing and inventory.  Country Coach
LLC's key investors, led by Bryant Riley, also reaffirmed their
commitment towards the company.  "Adding to the millions of
dollars this group has invested in Country Coach since February
2007, the investing partners have committed an additional
$6 million in new cash to ensure the company can maintain an
aggressive position relative to product quality, lean
manufacturing initiatives and new R & D projects like the exciting
new Veranda line of coaches," a September 2008 release said.


COYOTES HOCKEY: Not Getting Enough Media Exposure, Fans Say
-----------------------------------------------------------
Mike Sunnucks at Phoenix Business Journal reports that Phoenix
Coyotes hockey fans have complained that the Valley and national
news media don't pay attention to the National Hockey League, and
they say that's part of the struggle in boosting attendance and
interest in Phoenix Coyotes.

ESPN says that Phoenix Coyotes is averaging 11,400 fans per game
so far.  Mike Sunnucks at Phoenix Business Journal relates that
those numbers were boosted by the ticket discounts for the home-
opener October 10.  Business Journal states that The New York
Islanders have the league's second-worst average attendance:
12,200.

According to Business Journal, Fox Sports Arizona said that it
would broadcast eight more Coyotes games this season than
initially planned.  Business Journal says that the games will be
on tape delay due to scheduling conflicts, but will be added to
the 49 live games FSAZ originally planned to televise on cable.

The Arizona Republic, Business Journal states, is continuing its
practice of not sending Coyotes beat reporter Jim Gintonio on road
games.

Business Journal reports that Coyotes personnel and fans at
Jobing.com Arena hopes the team's 6-2 start, including Thursday's
overtime win over the Detroit Red Wings, will help boost
attendance.  The report states that fans at the Coyotes-Red Wings
game also wanted to see the team offer more discounts and make
lower-level seats less expensive in general.

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


DANKA BUSINESS: Weiss Holds 13.8% of American Depository Shares
---------------------------------------------------------------
Weiss Asset Management LLC, Weiss Capital LLC, and Andrew M.
Weiss, Ph.D., disclose holding 8,923,028 units or 13.8% of
American Depository Shares of Danka Business Systems PLC --
representing 35,692,112 ordinary shares.  One Danka ADS represents
4 Ordinary Shares.

Danka Business Systems PLC is in members' voluntary liquidation.
It has not filed its Annual Report on Form 10-K for the fiscal
year ended March 31, 2009 by the required filing date of June 29,
2009.  In a filing on June 30, 2009, the Company cited:

     -- limited resources following the sale on June 27, 2008 of
        the Company's U.S. operating subsidiary, Danka Office
        Imaging Company, to Konica Minolta Business Solutions
        U.S.A., Inc., which sale of DOIC constituted the
        disposition of the Company's remaining operations, and

     -- its subsequent entry into a members' voluntary liquidation
        on February 19, 2009, following shareholder approval of
        the MVL at an extraordinary general meeting of
        shareholders held on the same date.

Since the sale of DOIC in June 2008, the Company has not engaged
in any business activities except those necessary for the purpose
of preserving the value of the Company's assets, prosecuting and
defending suits against the Company or its subsidiaries and making
certain U.S. and foreign tax filings.  During the period following
the sale of DOIC until entry into the MVL in February 2009, the
Company had approximately three employees.  Upon entry into the
MVL, Jeremy Spratt and Finbarr O'Connell of KPMG LLP were
appointed joint liquidators for the purposes of the voluntary
winding up of the Company.  In connection with the MVL, among
other things, the Company's ordinary shares have been delisted
from the London Stock Exchange and the Company's stock transfer
books have been closed, the Company has ceased to have any
employees, and, in accordance with English law governing the MVL,
the Company maintains limited accounting records.

Since entry into the MVL, the joint liquidators have begun the
process to realize the Company's assets and inquired into the
existence and value of creditors' claims against the Company.
Once the process is completed and all valid claims against the
Company have been settled or provided for in full, the joint
liquidators will begin distributing any surplus assets to Danka
shareholders.

Pursuant to the Company's articles of association, the holders of
the Company's 6.50% convertible participating shares are entitled
to all of the surplus assets of Danka; however, pursuant to the
terms of an agreement between the Company and the convertible
participating shareholders, the joint liquidators have been
instructed to first distribute to holders of ordinary shares,
including holders of American Depositary Shares an amount equal to
$0.03 per ordinary share (or $0.12 per ADS) prior to any
distribution to convertible participating shareholders.  Any
remaining surplus assets will then be distributed over time to the
convertible participating shareholders.

While the joint liquidators continue to assess the value of
creditors' claims against the Company, the joint liquidators
believe that such cash will be available to ensure that the
holders of ordinary shares (and ADSs) will receive the
distribution described.

As a result of the sale of DOIC and entry into the MVL as well as
the lack of personnel available to prepare the Form 10-K, in
particular the inability to prepare consolidated financial
statements for the fiscal year ended March 31, 2009, the Company
is unable to timely file its Form 10-K without unreasonable effort
or expense.  Given the continuing winding down of the Company and
absence of employees with the necessary expertise and capacity to
prepare the Form 10-K, the Company does not anticipate that the
Form 10-K and future periodic reports will be filed going forward.
The Company believes that due to, among other things, the fixed
amount of the distribution to ordinary (and ADS) shareholders, the
benefits to shareholders of filing the Form 10-K and future
periodic reports are outweighed by the costs to the Company of
preparing such reports, even if preparing such reports were
practicable.  In place of full reporting, the Company intends to
timely disclose to public investors any material developments
relating to the MVL, the disposition of assets and winding up of
the Company.

Danka Business Systems PLC (LON: DNK) -- http://www.danka.com/--
offered document solutions including office imaging equipment:
digital and color copiers, digital and color multifunction
peripherals printers, facsimile machines, and software in the
United States.  It also provided a range of contract services,
including professional and consulting services, maintenance,
supplies, leasing arrangements, technical support and training,
collectively referred to as Danka Document Services.


DBSD NORTH AMERICA: Judge Gerber Rules He Will Confirm Plan
-----------------------------------------------------------
Judge Robert E. Gerber wrote a bench decision saying he will
confirm the Chapter 11 plan of reorganization for DBSD North
America and its subsidiaries despite objections to the feasibility
of the Plan.

The Plan seeks, principally through substantial deleveraging and
realignment of operations, to focus on the Debtors' core
operations, to capitalize on opportunities in the future.  The
Debtors will reduce their funded debt and other financial
obligations by converting all of their Second Lien Debt and
general unsecured claims into equity of the reorganized Debtors.

The Plan provides for the Debtors to continue to operate as a pre-
revenue enterprise, implementing cost-saving initiatives until the
Debtors obtain strategic partnerships with entities that are able
to complement the Debtors' satellite offerings or obtain
additional capital to continue funding the enterprise.

There is, however, no current funding for expanding operations,
and there are no present alternatives in place for deriving
revenue.  Any means of generating substantial revenue, other than
the leasing of spectrum, has significant associated costs.

On the Effective Date, the Reorganized Debtors plan to enter into
a $57.25 million exit financing facility, the proceeds of which
will be used to pay cash amounts required under the Plan, and to
fund the reorganized Debtors' expected cash burn. Certain of the
Senior Noteholders have agreed to backstop the exit financing
facility in the form of the New Credit Facility, participation in
which will be offered to all Senior Noteholders.  The New Credit
Facility will be at an interest rate of 20%, with a 2% commitment
fee, a 2% closing fee, with warrants to acquire up to 20% of the
New Common Stock and a lien on all assets that are subject to the
First Lien Lender's liens, junior to those liens.  On September
18, 2009, the Debtors filed a commitment letter for the New Credit
Facility.

Under the Plan, the First Lien Debt will be satisfied with debt
issued under an amended credit facility.  The Second Lien Debt
will be satisfied with the issuance of approximately 95% of New
Common Stock not issued to general unsecured creditors or
distributed as the New Credit Facility shares, for an estimated
recovery of 51%-73%.

Under the Plan, the Debtors will be deleveraged by over $600
million. The Plan currently contemplates that the Debtors will
have $81 million in total debt at the Effective Date, and the
total indebtedness can be projected to be in the range of
$260 million by 2013.

                 Objections to Confirmation

Confirmation is supported by the bulk of the holders of the
Debtors' second lien secured debt, including an ad hoc committee
of those holders, and the Official Committee of Unsecured
Creditors.  But confirmation is opposed by first lien creditor
DISH Network, which bought up all of the first lien secured debt
in July, at par, and for strategic reasons unrelated to a
creditor's normal desire for the maximization of its recovery on
its claims.  The Plan also is opposed by unsecured creditor
Sprint-Nextel Corporation, which has pending claims -- subject to
asserted defenses -- against Debtor New DBSD Satellite Services
G.P., one of the Debtors.

DISH claims that the Plan fails to satisfy the feasibility
requirements of 11 U.S.C. Sec. 1129(a)(11).  Judge Gerber,
however, held that the Debtors' reorganization plan is feasible
despite the fact that the Debtors are still in a developmental
stage.  While their satellite has been launched, and is
operational, the Debtors have no current source of revenue. The
Debtors presently estimate that over the next four years, they
will lose $25 million per year in startup costs.

The Debtors have a funding commitment from an initial 5 financial
institutions for up to $52.75 million -- a commitment that will
provide the necessary funding for approximately 2 years.  The
Debtors haven't obtained commitment though for financing to pay a
balloon obligation of $82.6 million under a credit facility and to
repay junior debt.

Nonetheless, the Debtors submitted evidence saying that
Given that it has sufficient asset value, it will be able to raise
capital even if it has no revenue.  The Debtors submitted evidence
of the success of other companies in the mobile satellite industry
competitors -- two main competitors, SkyTerra Communications, Inc.
-- and TerreStar Corporation in entering into transactions of that
nature.

Judge Gerber was not persuaded by DISH's arguments that it should
have higher interest on its for the extended first lien credit
facility.  The Amended Facility will have a principal equal to the
allowed claim on account of the Prepetition Facility, a four year
maturity date, PIK interest at a rate of 12.5% per annum, and, as
a result, no cash payments of principal or interest until
maturity. The Prepetition Facility effectively paid cash interest
after 13 months, whereas the Amended Facility will pay cash
interest upon maturity in 48 months.

"Despite the extension of the term of the loan, I find that risk
of nonpayment of the Amended Facility has not increased so as to
make a 12.5% interest rate -- even as a PIK interest rate --
insufficient to give DISH the present value of its allowed secured
claim on account of the Prepetition Facility," Judge Gerber held.

DISH says the Plan fails to satisfy the "best interests of
creditors requirement".  Sprint likewise raises a best interests
of creditors objection, and says the Plan violates the absolute
priority rule.

Despite DISH's objections to the Plan, Jjudge Gerber held the Plan
is confirmable under the cramdown provisions, noting that (i) by
classifying secured claims based on the collateral held (the
customary way of treating secured claims under a plan), the Plan
doesn't discriminate unfairly, and (ii) the Plan is fair and
equitable as DISH would be provided with the indubitable
equivalent of its claim.

However, Judge Gerber agrees with the plan supporters' contentions
that the "Gifting" Doctrine -- under which senior secured
creditors voluntarily offer a portion of their recovered property
to junior stakeholders (as the Senior Noteholders did here) --
defeats Sprint's Absolute Priority Rule objection.  "In fact, but
for that gift, Sprint itself would receive nothing.  The Gifting
Doctrine permits creditors, if they wish, to 'gift' part of the
distributions to which they'd otherwise be entitled to junior
classes or interests, even if that gift results in unequal
distributions to classes that would otherwise be pari passu, or
if the gift makes distributions to a class when a more senior
class has not been paid in full," Judge Gerber points out.

A copy of Judge Gerber's decision containing his Findings of Fact
and Conclusions of Law is available for free at:

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

                    About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
It has launched a satellite, but is in the developmental stages of
creating a satellite system with components in space and on earth.
It presently has no revenues.

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


DELPHI CORP: Congress Labor Committee to Hear Retiree Concerns
--------------------------------------------------------------
The Committee on Education and Labor of the U.S. House of
Representatives Committee will conduct a hearing relating to
Delphi Corporation's health care and pension benefit cuts,
Business Journal Daily reported, citing a public statement made
by U.S. Representative Tim Ryan of Ohio.

Delphi salaried retirees may be invited to join the hearing,
which will bring their concerns to a national forum, Mr. Ryan
said, Business Journal Daily noted.  Mr. Ryan further disclosed
that the hearing is another step in a series of action to help
workers affected by the healthcare and pension cuts.

While a final date for the hearing has yet to be scheduled, Mr.
Ryan expects it to be after the Committee on Health, Education,
Labor and Pensions of the U.S. Senate takes up similar issues at
an October 29, 2009 hearing, according to Business Journal Daily.

In a separate matter, the United States of Labor publicly stated
on October 22, 2009 that 4,500 workers in certain states are
eligible to apply for Trade Adjustment Assistance.  Eligible to
apply for the TAA are workers from Delphi Packard Electrical
operations at Clinton and Brookehaven, Mississippi.

Eligible workers for TAA will receive 130 weeks of cash payments
and training packages, The Clarion-Ledger related in a separate
report.

Delphi previously announced that it will shut down the Clinton
Plant by December 31, 2009, affecting 280 workers, due to high
property taxes.

The Labor Department also offers a Re-employment Trade Adjustment
Assistance for workers aged 50 years old and above.  If a worker
obtains new employment at wages less than $55,000 and less than
those earned in adversely affected employment, the RTAA program
will pay 50% of the difference between the old wage and the new
wage, up to $12,000 over a two-year period.

                    Retirees Appeal to Court

In letters for the period from September 25 to October 26, 2009,
Michael Wszola and Bonita Hill urged the Court to rule that all
non-UAW union retirees be given equal treatment, citing that
retirees like them rely on pension and health care that they've
worked hard for while working for Delphi.

                         About Delphi Corp

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

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

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

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

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


DELPHI CORP: DPH Holdings Deregisters Old Securities
----------------------------------------------------
Delphi Corporation previously filed a Registration Statement on
Form S-3 with the U.S. Securities and Exchange Commission on
September 3, 2003, registering $1,500,000,000 of Delphi
securities, consisting of:

  -- an unspecified amount of debt securities;

  -- Delphi's preferred stock having a par value of $.01 per
     share;

  -- Delphi's common stock having a par value of $.01 per share;

  -- depository shares representing a fractional interest in a
     share of a particular series of Preferred Stock;

  -- warrants for the purchase of Debt Securities, Preferred
     Stock or Common Stock, stock purchase contracts and equity
     units;

  -- trust preferred securities; and

  -- related debt securities and guarantees.

In October 2003, a $250,000,000 aggregate liquidation preference
amount of 8 1/4% Cumulative Trust Preferred Securities were
issued under the Registration Statement.  In November 2003,
another $150,000,000 aggregate liquidation preference amount of
Adjustable Rate Trust Preferred Securities were issued under the
Registration Statement.

On October 6, 2009, Delphi's Modified First Amended Joint Plan of
Reorganization became effective and all outstanding securities
were cancelled.

Accordingly, DPH Holdings Corp. filed Post-Effective Amendment
No. 1 on Form S-8 on October 21, 2009, to remove from
registration all Securities registered pursuant to the Old Delphi
Registration Statement that remains unsold as of October 21,
2009.

DPH Holdings President, Secretary and Treasurer John C. Brooks
said that as of October 21, 2009, securities in the aggregate
principal amount of $1,100,000,000 were registered pursuant to
the Registration Statement.

Moreover, Delphi previously registered for issuance shares of its
common stock pursuant to these employee plans:

Employee Plan                       Common Stock Shares
-------------                       -------------------
Delphi Automotive Systems                50,000,000
Classified Salary and Hourly
Stock Option Plan

Delphi Corporation Stock                 85,000,000
Incentive Plan

Delphi Corporation Long-Term             36,500,000
Incentive Plan

Delphi Automotive Systems                15,000,000
Deferred Compensation Plan
For Executive Employees

In separate post-effective date amendments to Registration
Statements on Forms S-8 dated October 21, 2009, DPH Holdings
disclosed that it intends to deregister all the remaining
unissued issues under the Employee Plans.

                   J. Germain Makes Queries

In a letter addressed to the Court on October 13, 2009,
Jacqueline Germain, holder of 100 shares of Delphi's common
stock, inquired on whether she will receive a new kind of shares
in replacement of the cancelled Delphi common stock shares on
October 6, 2009.

                         About Delphi Corp

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

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

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

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

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


DELPHI CORP: DPH Holdings Files Closing Chapter 11 Report
---------------------------------------------------------
Delphi Corporation and its debtor affiliates consummated the
transactions contemplated under their Modified First Amended Joint
Plan of Reorganization and emerged from bankruptcy as DPH Holdings
Corp. and affiliates on October 6, 2009.

Against this backdrop, Delphi emerged from Chapter 11 as DPH
Holdings.  DPH Holdings will remain responsible for the post-
Effective Date administration and eventual closing of the Chapter
11 cases as well as the disposition of certain retained assets
and payment of certain retained liabilities as provided under the
Modified Plan.  None of the Reorganized Debtors and none of the
businesses acquired by DIP Holdco 3 LLC or GM Components is named
Delphi Corporation.  Thus, to avoid confusion, the Reorganized
Debtors ask the Court to approve a modified official joint case
caption of their jointly administered Chapter 11 cases.

Meanwhile, in a regulatory filing with the Securities and Exchange
Commission on October 7, 2009, DPH Holdings President, Secretary
and Treasurer John C. Brooks disclosed that on the Plan Effective
Date and pursuant to the Modified Plan, these outstanding debt
securities of Delphi were cancelled, and the indentures governing
the debt securities were terminated:

* 7-1/8% Debentures due May 1, 2029;
* 8.25% Cumulative Trust Preferred Securities of Delphi Trust I;
* 6.50% Notes due August 15, 2013; and
* Adjustable Rate Trust Preferred Securities, with a five-year
  rate of 6.197% of Delphi Trust II.

All of Delphi's outstanding stock was cancelled, including (1)
Delphi's common stock, (2) Old Delphi Stock issued under any
incentive or bonus plans, and (3) the associated Preferred Share
Purchase Rights relating to Delphi's Stockholder Rights Plan.  In
place of the cancelled stock, 100 new shares of new common stock
were issued to a Post-Confirmation Reorganized DPH Holdings Share
Trust, the sole stockholder of Reorganized Delphi.  Holders of
Old Delphi Stock or Debt Securities received no recovery under
the Modified Plan.

        Termination of DIP Agreement & Other Contracts

Claims under Delphi's existing Amended and Restated DIP Credit
Facility were satisfied in full and as a result, the Amended and
Restated DIP Credit Facility was terminated as of the Plan
Effective Date along with the related DIP Accommodation
Agreement, according to Mr. Brooks.  The existing liquidity
agreement between Delphi and General Motors Company as assignee
of Motors Liquidation Company, formerly known as General Motors
Corporation, was also terminated as of the Effective Date.

All of Delphi's executory contracts were assumed by the
applicable Reorganized Debtor as of the Effective Date.  All
compensatory plans, contracts or arrangements, including those
with directors and officers are no longer applicable to
Reorganized Delphi as of the Effective Date.

                      Consummation of MDA

Moreover, under the Master Disposition Agreement among Delphi,
General Motors Company, GM Components Holdings LLC, Motors
Liquidation Company and DIP Holdco 3 LLC, GM acquired
substantially all of Delphi's global steering business and
certain facilities in Kokomo, Indiana; Rochester, New York;
Lockport, New York; and Grand Rapids, Michigan.  DIP Holdco 3
acquired substantially all of Delphi's global core businesses.

The consideration paid by GM Components for the Delphi assets
includes:

    -- the assumption of certain liabilities, and the assumption
       or payment of the applicable cure amounts associated with
       the contracts and leases to be assigned to GM;

    -- the waiver by each of New GM and Old GM of its
       prepetition claims, administrative claims and future
       claims in the Debtors' bankruptcy cases, including any
       claims pursuant to a Global Settlement Agreement, as
       amended, effective as of September 29, 2008, and each of
       the GM-Delphi Liquidity Agreements;

    -- the payment to JP Morgan Chase Bank, N.A., on behalf of
       the DIP Lenders, of an amount equal to $291 million plus
       DIP Priority Payments pursuant to the Master Disposition
       Agreement;

    -- the payment to Delphi of up to $50 million to cover
       certain expenses consistent with a wind down budget
       attached as an exhibit to the Master Disposition
       Agreement; and

    -- up to $15 million in professional fees, plus the costs of
       solicitation of approval for the Modified Plan not
       exceeding $12 million;

provided that the sum of the fees, plus applicable cure amounts
paid or assumed by the GM Buyers does not exceed $148 million.

DIP Holdco 3's consideration includes:

    -- the assumption of certain liabilities;

    -- the assumption or payment of the applicable Cure Amounts
       associated with the contracts and leases to be assigned
       to DIP Holdco 3;

    -- the Credit Bid;

    -- up to $15 million of professional fees; and

    -- deferred cash consideration, to the extent payable
       following the effective date of the Modified Plan and
       pursuant to the DIP Holdco 3 operating agreement, to the
       holders of allowed general unsecured claims, in an amount
       not to exceed $300 million.

Delphi Automotive LLP, which has acquired Delphi's global core
businesses, has considered Europe as its largest market, Detroit
Free Press reported on October 9, 2009.  Delphi Automotive
intended for North America, Asia and Europe to account 30% of its
sales with South America to account for 10%, the news source
related.  Thus, no single customer of Delphi Automotive will
account for more than 15% of Delphi Holdings' total sales, he
report disclosed.

GM made a $1.7 billion investment in Delphi Automotive, but will
not be considered a long-time investor, Detroit Free Press added.

                    Reorganized Delphi's Officers

Nine directors of Delphi resigned from their posts in connection
with the Company's emergence from Chapter 11.  They are:

    -- Rodney O'Neal,
    -- Robert S. Miller,
    -- Oscar de Paula Bernardes Neto,
    -- John D. Englar,
    -- David N. Farr,
    -- Raymond J. Milchovich,
    -- Craig G. Naylor,
    -- John H. Walker, and
    -- Martin E. Welch III.

John D. Sheehan, the Company's principal financial officer, and
Thomas S. Timko, the Company's principal accounting officer, also
stepped down from their posts in Delphi.

John C. Brooks was elected to the Board of Directors of New
Delphi to serve as the sole officer of Reorganized Delphi.

Pursuant to the Modified Plan, Reorganized Delphi also filed an
amended and restated certificate of incorporation and amended its
by-laws.  The Amended and Restated Certificate of Incorporation
provides that the authorized capital stock of Reorganized Delphi
consists of:

  * 1,000 shares of common stock designated as common stock, par
    value $0.01 per share; and

  * 1,000 shares of preferred stock, par value $0.01 per share.

A full-text copy of the Amended and Restated Certificate of
Incorporation dated October 6, 2009, is available for free at:

             http://ResearchArchives.com/t/s?473b

A full-text copy of the Amended and Restated By-Laws of DPH
Holdings Corp. dated October 6, 2009 is accessible for free at:

             http://ResearchArchives.com/t/s?473c

                DPH Holdings Files Closing Report

On behalf of DPH Holdings, John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois,
delivered to the Court on October 21, 2009, a closing report in
the Debtors' Chapter 11 cases.

Mr. Butler presented a breakdown of fees and expenses expended
since the Petition Date in the Debtors' Chapter 11 cases:

  Category                                       Amount
  --------                                   -------------
  Allowed and pending fees and expenses
  for 24 legal professionals employed
  by the Debtors pursuant to Section 327
  of the Bankruptcy Code                      $140,980,778

  Allowed and pending fees and expenses
  for other professionals                     $241,031,641

Mr. Butler explained that the $241,031,641 amount included
amounts paid to financial and other non-legal professionals
retained by the Debtors under Section 327, plus the allowed fees
and expenses of retained professionals for the Official Committee
of Unsecured Creditors, the Official Committee of Equity Security
Holders, and the fee committee.  As set forth in the Disclosure
Statement accompanying the Modified Plan, the estimated amount of
fees and expenses for Other Professionals for the seventh interim
fee application period is $29,840,793, which is reflected in the
Other Professionals Fees.

With respect to dividends to be paid, Mr. Butler said that if a
Company Buyer makes distributions to its members in accordance
with a Company Buyer Operating Agreement pursuant to the Master
Disposition Agreement exceeding $7.2 billion, an amount equal to
$32.50 for every $67.50 so distributed exceeding $7.2 billion
will be distributed to holders of General Unsecured Claims.
However, distribution under the Modified Plan to the holders of
General Unsecured Claims will not exceed $300 million in the
aggregate.  Distribution to the holders of General Unsecured
Claims, if any, is unlikely to exceed 4.2% of the Allowed Claims,
Mr. Butler added.

Mr. Butler further disclosed that initial distributions under the
Modified Plan were completed on October 6, 2009.

                         About Delphi Corp

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

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

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

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

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


DELTA AIR LINES: Flights Under Probe for Safety Lapses
------------------------------------------------------
The National Transportation Safety Board is investigating whether
pilots of Northwest Airlines Corp. Flight 188 "dozed off or were
simply distracted" when they fell out of contact with air-traffic
controllers for 78 minutes on October 21, 2009, and overshot
their destination by 150 miles, Andy Pasztor of The Wall Street
Journal reports.

As part of routine procedure, losing contact with the pilots for
more than an hour prompted the Federal Aviation Administration
and military officials to consider fighter jets to intercept the
twin-jet Airbus A320 that airlifted 149 passengers, said Mr.
Pasztor.

Northwest Flight 188, which took off from San Diego, was flying
at an altitude of 37,000 feet when its pilots lost contact.
Eventually, it circled back and landed safely in Minneapolis,
reporting no injuries to the 147 passengers and the unspecified
number of crew members.  The pilots reported that the oversight
resulted from a "heated discussion over airline policy and they
lost situational awareness," according to the Journal.

The Northwest Flight 188 incident follows a safety lapse on
October 19, 2009, involving a Delta Air Lines, Inc. Boeing 767
cockpit crew.  The Delta Flight, en route from Brazil, landed on
Taxiway M, a two-mile-long strip of concrete parallel to Runway
27 Right at the Hartsfield-Jackson International Airport in
Atlanta, rather than on the parallel runway.  No injuries to any
of the 182 passengers or 11 crew members were reported.

The NTSB disclosed that the approach lights for the runway
"weren't turned on, but the lights on the runway surface were
illuminated."  A source told the Journal that a third pilot
aboard the Delta aircraft fell ill during the flight and "was
relocated to the cabin" before landing.  The remaining crew may
have been distracted as they cleaned up a cockpit that had been
soiled, the unnamed source said.

The incident ignited the issue of "pilot fatigue" -- which has
long been regarded as one of the most serious safety issues
confronting commercial aviation -- as well as debates on possibly
applying changes to rules regarding a pilots' duty on a 24-hour
period.  The FAA thinks it may be reasonable to take into account
"time of day pilots work, the number of takeoffs they perform and
the internal body clocks of crew members" in pilots' flying
schedules, according to the report.

Investigators will also review data from the Northwest plane's
digital flight-data recorder.

Delta, Northwest's parent company, stated that the pilots
involved in the Delta and Northwest flights have been put on
leave pending the completion of the investigations, says the
report.

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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


DELTA AIR LINES: Inks Lease Extension at Atlanta Airport
--------------------------------------------------------
In a statement issued October 5, 2009, Delta Air Lines CEO
Richard Anderson announced that the Company reached an agreement
with the city of Atlanta to extend the airline's lease at
Hartsfield-Jackson Atlanta International Airport through 2017.

As previously reported, Hartsfield-Jackson's 30-year contracts
that govern airline operations, including Delta's, are set to
expire in 2010.

"Delta is pleased to have reached an agreement with the City of
Atlanta on a lease extension at Hartsfield-Jackson that will
maintain the airport's position as the leading airport in the
world and ensure the continued growth of air service in Atlanta,
Mr. Anderson said.

According to Mr. Anderson, Atlanta and Delta are successful
"because we have worked hand-in-hand for nearly 70 years to
distinguish our hometown airport as one known for its
convenience, efficiency and competitive costs," adding that they
have worked "with a long line of visionary leaders including
Mayors Hartsfield, Young, Jackson and Franklin who understood
that Atlanta's economic prosperity and growth is directly tied to
Hartsfield-Jackson's more than $20 billion annual economic
impact."

"We look forward to working with the city administration and the
city council on finalizing the legislation and moving forward
with the development of the Maynard Holbrook Jackson, Jr.
International Terminal," Mr. Anderson added.

The airport had said it planned to add a 12-gate international
terminal to ease congestion and allow Delta to handle more
passengers.  Delta, the airport's largest tenant, previously
disputed the terminal budget of $1.68 billion and threatened to
switch flights to other hubs including Memphis, Tennessee, or
Cincinnati unless the proposed terminal cost was cut.
Subsequently, the cost was trimmed by about 20 percent to
$1.35 billion in July 2009.

                 Deal Gets Flak from FAA

The Federal Aviation Administration notes that that the proposed
new lease agreement between Atlanta airport and Delta "has
potentially anti-competitive terms . . . [as] it appears [to]
limit the city's ability to accommodate a new entrant or existing
carrier that wishes to expand at the airport," the Atlanta
Journal-Constitution reports.

In response, Mayor Shirley Franklin acknowledged that while the
Lease Extension may not be perfect, "it builds on a successful
model."

"Some people say it's a partnership that will retard development,
but Atlanta's experience has been the reverse," Mayor Franklin
emphasized, speaking before the Atlanta City Council.

The New Lease Agreement is subject to the finalization of
definitive documents and approval by the Council and Delta's
Board of Directors.

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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


DELTA AIR LINES: Opposes AFL-CIO'S Proposed Voting Changes
----------------------------------------------------------
To recall, Delta Air Lines, Inc., has opposed certain
modifications proposed by the American Federation of Labor and
Congress of Industrial Organizations relating to union
representation voting, which may cause an essential change in
Delta's election scenario.

The proposal, which AFL-CIO submitted to the National Mediation
Board on September 2, 2009, provides for the unionization of
workers with majority approval of those voting.  Under NMB's
current rules, a majority of all workers in a class, not just
those voting, must approve.

In a message posted at Freep.com, Delta CEO Richard Anderson,
Board member Jerry Grinstein, and former Delta CEO Dave Garrett
expressed concern over the "delay" being posed by the labor
unions to Delta's progress.

   "This year, Delta Air Lines celebrated its 80-year
   anniversary.  It's been quite a journey from our origins as
   a crop-dusting operation to our current status as the world's
   largest airline through our merger with Northwest.  Delta's
   success is built on a long record of cooperation -- from a
   very successful merger with Western Airlines and acquisition
   of international Pan Am routes, to working today with the FAA
   to obtain a single operating certificate combining the Delta
   and Northwest operations.  We are just weeks away from the
   one-year anniversary of the merger.  We've invested millions
   to combine our technology platforms, our reservation systems
   and our fleet.  Soon, Northwest will be completely integrated
   and customers will interact with one seamless operation.

   However, politics now appears to be threatening our
   continued progress toward a single workforce.  This affects
   more than 4,100 Delta employees in the Detroit area alone,
   who are still waiting to resolve their union representation
   status.

   Many employee workgroups at the new Delta have already had
   the opportunity to make the important decision of whether or
   not they want to unionize.  Having union elections behind
   them gives employees certainty about pay, benefits and work
   rules going forward.

   After months of delay, the Association of Flight Attendants
   and the International Association of Machinists finally filed
   for union elections this summer.  Then, just weeks later,
   they asked the National Mediation Board -- the agency that
   oversees airline labor relations -- to change the election
   rules.  As a result, more than 50,000 Delta flight attendants
   and ground employees remain in limbo, simply because the
   unions are trying to change the rules in the middle of the
   process to improve their chances of winning an election.

   Of more immediate importance is the delay this is causing
   for Delta employees who are ready to cast their ballots about
   representation.  The rule change request should not be
   holding up the elections already underway at Delta.  A group
   of U.S. senators voiced a similar concern in a recent letter
   urging the NMB to proceed with Delta elections.

   The delay also is unfair when you consider that the NMB is
   allowing elections at other airlines to proceed under the
   current voting rules -- even when those election requests
   were filed after the filings for Delta employees.  The unions
   argue that the size of Delta's workforce is to blame.  But in
   our democracy, we don't subject California or New York to one
   set of voting rules because they have large populations,
   while setting other rules for Wyoming or Rhode Island.  There
   is no reason for delaying Delta's elections and we see no
   reason for the NMB to discriminate against Delta employees.

   Our customers are benefiting as we become a seamless
   integrated airline.  Our employees should not be left behind.
   It's time Delta employees are given the chance to have
   representation issues resolved in a timely, fair and
   consistent way."

The NMB has already recognized Delta as a single entity in labor
negotiations.  Delta is meshing its post-merger employees to
obtain a single operating certificate from the Federal Aviation
Administration by the end of 2009.

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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


DENNY NOLEN: Files for Ch 11 Bankruptcy to Keep Property
--------------------------------------------------------
Denny Nolen and his wife, Terry, have filed for Chapter 11
bankruptcy protection, listing at least $1 million in assets and
$1 million in liabilities.  The Debtors also listed monthly income
of $3,400.  Josh Brodesky at Arizona Daily Star reports that Mr.
Nolen's attorney, Jeffrey H. Greenberg, said that his client filed
for Chapter 11 to preserve his assets while he works toward an
agreement with lot owners and bring the Ruby Star Airpark property
into compliance.  The Real Estate Department fined Mr. Nolen
$150,000 in 2007 and ordered him to bring his Ruby Star Airpark
into compliance.  The Pima County Board of Supervisors asked the
state's Attorney General's Office in March 2009 to pursue criminal
and civil investigations into Mr. Nolen's operation after property
owners claimed that they were deceived and that the Debtor stacked
the homeowners association board to his benefit.  Arizona Daily
says that Pima County has sued Mr. Nolen to comply with code on
the development.  Arizona Daily relates that a group of property
owners also sued Mr. Nolen, seeking damages.

Denny Nolen is a developer whose fly-in project Ruby Star Airpark
was created through an alleged series of illegal lot splits.  Ruby
Star Airpark is set near the base of the Sierrita Mountains, west
of Sahuarita.


DOLLAR THRIFTY: Posts $30.1-Mil. Net Income for Third Quarter
-------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., reported results for the
third quarter ended September 30, 2009.  Net income for the 2009
third quarter was $30.1 million, or $1.29 per diluted share,
compared to net income of $18.9 million, or $0.87 per diluted
share, for the comparable 2008 quarter.  The net income for the
third quarter of 2009 included income of $0.15 per diluted share,
compared to a loss of $0.02 per diluted share in last year's third
quarter, both of which related to changes in fair value of
derivatives.

Non-GAAP net income for the 2009 third quarter was $26.8 million,
or $1.15 per diluted share, compared to non-GAAP net income of
$19.3 million, or $0.89 per diluted share for the 2008 third
quarter.  Non-GAAP net income (loss) excludes the (increase)
decrease in fair value of derivatives, net of related tax impact.
Corporate Adjusted EBITDA for the third quarter of 2009 was
$54.7 million, compared to $43.4 million in the third quarter of
2008. Reconciliations of non-GAAP to GAAP results are included in
Tables 3 and 4.

"In spite of the difficult economic environment, we achieved our
third consecutive quarter of year-over-year improvement in both
non-GAAP net income (loss) and Corporate Adjusted EBITDA," said
Scott L. Thompson, Chief Executive Officer and President.  "The
difficult steps we have taken over the past twelve months to
maximize profitability and cashflow, combined with improvements in
residual values, positively impacted this quarter.  We expect both
of these factors will continue to benefit future operating
results."

For the quarter ended September 30, 2009, the Company's total
revenue was $438.9 million, as compared to $500.6 million for the
comparable 2008 period.  The decline in revenue was primarily
driven by a 21.3 percent decrease in rental days, partially offset
by an 11.5 percent improvement in revenue per day.  Excluding the
impact of location closures, rental days were down approximately
17 percent on a same store basis.  The third quarter average fleet
was down approximately 20 percent compared to last year's third
quarter.

"Revenue for the quarter was in line with our expectations and
consistent with our strategy of enhancing profitability by
maintaining an optimal balance between transaction volume and
pricing," said Mr. Thompson.  "During the month of September, we
experienced rental revenue declines of only 3% compared to
September 2008, and we currently expect year-over-year rental
revenue growth for the month of October as increases in RPD are
expected to fully offset volume declines, making October the first
month since May of 2008 that the Company would experience year-
over-year growth in rental revenue.  These trends, augmented by
our visibility into forward reservations, indicate to us that we
may have seen the worst of the rental revenue declines for this
business cycle."

Per vehicle depreciation cost of $315 per month in the third
quarter of 2009 was approximately 3 percent lower than the
comparable quarter of 2008.  On a sequential basis, per vehicle
depreciation costs declined approximately 14 percent as a result
of improved residual values, longer hold periods, mix optimization
and more effective remarketing.  Vehicle utilization, a measure of
fleet efficiency, was 84.2 percent, down 100 basis points from
last year's third quarter. On a sequential basis, utilization was
up 360 basis points from 80.6 percent in the second quarter of
2009.

Direct vehicle and operating expenses and selling, general and
administrative expenses were lower in the third quarter of 2009
compared to the same quarter in 2008 as a result of transaction
declines and cost reduction initiatives.  Interest expense for
the third quarter of 2009 declined as debt was reduced by
$873 million, or approximately 33 percent, from September 2008
levels.

                        Nine Month Results

For the nine months ended September 30, 2009, net income was
$33.6 million, or $1.47 per diluted share, compared to a net loss
of $268.2 million, or $12.57 loss per diluted share for the
comparable period in 2008.  The net income for the nine months
ended September 30, 2009 included income of $0.53 per diluted
share related to an increase in fair value of derivatives,
compared to a loss of $0.06 per diluted share for the nine months
ended September 30, 2008, related to a decrease in fair value of
derivatives.  In addition, the net loss for the nine months ended
September 30, 2008 included non-cash charges of $12.42 per diluted
share related to the impairment of goodwill and long-lived assets.

Non-GAAP income per diluted share for the nine months ended
September 30, 2009, was $0.96, compared to a non-GAAP loss per
diluted share of $0.09 for the same period in 2008.  Non-GAAP net
income (loss) excludes the (increase) decrease in fair value of
derivatives and the non-cash charges related to the impairment of
goodwill and long-lived assets, net of related tax impact.

                   Liquidity and Capital Resources

As of September 30, 2009, the Company had $306 million in cash and
cash equivalents and an additional $562 million in restricted cash
and investments primarily available for the purchase of vehicles
and/or repayment of vehicle financing obligations.  The Company's
tangible net worth at the end of the third quarter of 2009 was
$237.3 million, and the Company is in full compliance with all of
the financial covenants under its various financing arrangements
with lenders.

                              Outlook

The Company expects low single-digit declines in rental revenue
during the fourth quarter of 2009, in line with the Company's
previously announced guidance for an annual decline in rental
revenue of 8 to 10 percent for 2009 compared to 2008.  The Company
also expects to realize year-over-year improvements in rate per
day and vehicle depreciation costs per unit per month during the
fourth quarter of 2009.  The Company's operating results in the
fourth quarter 2009 are expected to be significantly improved from
the same period last year.

The Company expects the operating environment in 2010 to improve
slightly as conditions in the overall economy and credit markets
continue to recover.  The Company expects to realize single-digit
growth in rental revenues in 2010, and believes fleet costs will
be below $350 per unit per month throughout 2010.

                 About Dollar Thrifty Automotive Group

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

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

                          *     *     *
As reported in the Troubled Company Reporter-Europe on Oct. 26,
2009, 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.


DUNE ENERGY: Fails to Comply with NYSE Amex Listing Rule
--------------------------------------------------------
Dune Energy, Inc., on October 26 said that on October 20, 2009,
the Company received notice from the NYSE Amex that it failed to
comply with Section 301 of the NYSE Amex Company Guide, that
requires a listed company to obtain Exchange approval prior to
issuing additional shares of a listed security.  Such failure
occurred as a result of the Company issuing shares of its common
stock in connection with an unexpectedly large number of
conversions of its senior redeemable convertible preferred stock
during mid-September.  Although the failure to have obtained prior
listing approval for the issuance of such shares could jeopardize
the Company's continued listing status, based on the Company's
current listing status, the Exchange has determined to treat its
notice as a warning letter pursuant to Section 1009(a)(i) of the
Company Guide.  The Company has subsequently filed an application
with the Exchange seeking approval for the listing of additional
shares of common stock underlying its convertible preferred stock.
Approval of the application by the Exchange will remedy the
deficiency noted in the warning letter.

On October 21, 2009, the Company received a second letter from the
Exchange stating that it had regained compliance with respect to
the Exchange's continued listing requirements set forth in
Sections 1003(a)(i), (ii) and (iii) of the Company Guide.  The
Exchange noted that the Company's Plan Period will remain open
until it has been able to demonstrate compliance with the
continued listing requirements for two consecutive quarters.  If
the Company does not demonstrate compliance for two consecutive
quarters and/or by the end of the Plan Period, June 15, 2010, the
Exchange may initiate delisting procedures.

Until such time as the Exchange approves the Company's application
for the listing of additional shares as set forth above, the
Company's stock trading symbol will continue to be subject to the
indicator ".bc" to denote its noncompliance.

                         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: Receives Non-Compliance Notice From NYSE Amex
----------------------------------------------------------
Dune Energy, Inc., on October 20, 2009, received notice from the
NYSE Amex that it failed to comply with Section 301 of the NYSE
Amex Company Guide, that requires a listed company to obtain
Exchange approval prior to issuing additional shares of a listed
security.  The failure occurred as a result of the Company issuing
shares of its common stock in connection with an unexpectedly
large number of conversions of its senior redeemable convertible
preferred stock during mid-September.  Although the failure to
have obtained prior listing approval for the issuance of such
shares could jeopardize the Company's continued listing status,
based on the Company's current listing status, the Exchange has
determined to treat its notice as a warning letter pursuant to
Section 1009(a)(i) of the Company Guide. The Company has
subsequently filed an application with the Exchange seeking
approval for the listing of additional shares of common stock
underlying its convertible preferred stock.  Approval of the
application by the Exchange will remedy the deficiency noted in
the warning letter.

On October 21, 2009, the Company received a second letter from the
Exchange stating that it had regained compliance with respect to
the Exchange's continued listing requirements set forth in
Sections 1003(a)(i), (ii) and (iii) of the Company Guide.  The
Exchange noted that the Company's Plan Period will remain open
until it has been able to demonstrate compliance with the
continued listing requirements for two consecutive quarters. If
the Company does not demonstrate compliance for two consecutive
quarters and/or by the end of the Plan Period, June 15, 2010, the
Exchange may initiate delisting procedures.

Until such time as the Exchange approves the Company's application
for the listing of additional shares as set forth, the Company's
stock trading symbol will continue to be subject to the indicator
".bc" to denote its noncompliance.

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.


EDGE PETROLEUM: Wants December 1 Claim Bar Date
-----------------------------------------------
Edge Petroleum Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas to set Dec. 1,
2009, as the deadline for creditors to file proofs of claim.

The Debtors propose March 30, 2010, as the last day for all
governmental units to file proofs of claim.

Original proofs of claim must be delivered to:

   Edge Petroleum Corp. Claims Processing
   c/o Kurtzman Carson Consultants LLC
   2335 Alaska Avenue
   El Segundo, California 90245

Edge Petroleum Corporation (Nasdaq:EPEX) (Nasdaq:EPEXP) is a
Houston-based independent energy company that focuses its
exploration, production and marketing activities in selected
onshore basins of the United States.

At June 30, 2009, the Company's balance sheet showed total assets
of $264,030,000, total liabilities of $252,492,000 and
stockholders' equity of $11,538,000.

The Company has retained Akin Gump Strauss Hauer and Feld as legal
counsel, and Parkman Whaling LLC as financial advisor.  Kurtzman
Carson Consultants LLC serves as claims and notice agent.


ERICKSON RETIREMENT: Court to Hear Auction Rules on October 29
--------------------------------------------------------------
Erickson Retirement Communities LLC and its units seek the Court's
permission to enter into a master sale and purchase agreement with
Redwood-ERC Senior Living Holdings, LLC, Redwood-ERC Management,
LLC, Redwood-ERC Development, LLC, Redwood-ERC Properties, LLC and
Redwood-ERC Kansas, LLC, which contemplates the sale of
substantially all of their assets for $100 million, subject to
higher bids.

Before the Petition Date, the Debtors, with the assistance of
financial advisors Houlihan, Lokey, Howard & Zukin Capital, Inc.,
marketed their assets to over 80 potential investors, Vincent P.
Slusher, Esq., at DLA Piper LLP, in Dallas, Texas, relates.
Among the parties that expressed interest in the Assets, the
Debtors determined that the offer of the "Redwood Purchasers" was
the best proposal on the table.  To that end, the Debtors
executed a letter of intent on September 17, 2009, with the
Redwood Purchasers to act as potential purchasers and Plan
sponsors.  The Debtors' board of directors approved the proposed
transaction on September 19, 2009.

Subsequently, on October 19, 2009, the Debtors and Redwood
Purchasers entered into a Master Purchase and Sale Agreement
contemplating the sale of substantially all of the Debtors'
assets to Redwood, free and clear of all liens.  The salient
terms of the MSPA are:

1. Redwood would purchase substantially all of the Debtors'
    assets in exchange for consideration of $100,000,000.  The
    $75,000,000 portion of the Purchase Price will be paid in
    cash at the closing, and the remaining $25,000,000 will be
    represented by a promissory note and payable solely to the
    newly formed Management Co., secured by a first-priority
    lien on the assets of Management Co. having a five-year
    amortization and three-year maturity with an automatic two-
    year extension based on specific mutually-agreed debt
    service coverage covenants being satisfied.  The Purchase
    Price will be reduced by the amount, if any, by which the
    cash and cash equivalents included in the Assets are less
    than $10,000,000.

2. Redwood would assume campus-level debt of $500 million.

3. Redwood will commit $50 million in new capital for future
    development and working capital and certain other
    consideration.

Moreover, the Redwood MSPA provides for certain protections to
Redwood for agreeing to serve as the stalking horse bidder,
including:

  (i) Redwood will be entitled to a $1,500,000 commitment fee.
      The amount will actually be paid on the entry of an order
      approving the bid procedures and will be credited against
      a break-up fee; and

(ii) Redwood will be entitled to a $1,500,000 break-up fee upon
      the occurrence of certain triggering events, which
      include instances where:

       -- Redwood terminates the Redwood MSPA on account of a
          breach by the Debtors;

       -- Redwood terminates the Redwood MSPA pursuant to
          applicable provisions under the Redwood MSPA; or

       -- Any alternative transaction is consummated on or
          before September 12, 2010.

       The Break-Up Fee will be increased by $1,500,000 if the
       Debtors close a transaction relating to the acquisition
       of all or a material portion of their assets by
       any party other than Redwood, whether through direct
       purchase, merger, consolidation or other business
       combinations before September 12, 2010.  Pursuant to
       Section 503(b)(1) of the Bankruptcy Code, the Break-Up
       Fee will be allowed and paid as an administrative expense
       claim.

Pursuant to the Redwood LOI and in anticipation of the Debtors'
Chapter 11 cases, the Debtors have paid Redwood $500,000 for the
firm's reasonable, documented out-of-pocket expenses.

A full-text copy of the Redwood MSPA is available for free at:

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

                         Proposed Timeline

As part of the marketing process, the Debtors and their
professionals have met with several potential purchasers.  They
intend to continue to market the Debtors' assets postpetition to
determine if a higher and better offer may be obtained.  In line
with this marketing plan, the Debtors ask the Court to approve
this proposed timeline governing the asset sale:

Event                            Deadline
-----                            ------
Plan and Disclosure              Not more than 10 days after
Statement filed                  entry of an order approving
                                  the Motion to Sell

End of the Debtors' Marketing    20 days after the filing of
Period and Bid Deadline          the Plan and Disclosure
                                  Statement

Consent must be Obtained from    Two days prior to the Auction
National Senior Campuses, Inc.
and the Lenders for Qualified
Bidders

Announcement of Qualified        A day prior to the Auction
and Lead Bids by the Debtors

Auction Date                     10 days after the Bid
                                  Deadline

Amended Disclosure Statement     Five days after the Auction
and Plan                         Date

Filing of a cure schedule        10 days after the Amended
by the Debtors                   Disclosure Statement and Plan
                                  are filed

Disclosure Statement             To be determined
Objection Deadline

Disclosure Statement             To be determined
Reply Date Deadline

Disclosure Statement Hearing     To be determined

Commencement of Solicitation     To be determined

Voting Deadline                  To be determined

Plan Confirmation                To be determined
Objection Deadline

Plan Confirmation                To be determined
Reply Date Deadline

Plan Confirmation Hearing        To be determined

The Debtors aim to file a plan of reorganization 10 days after
the entry of an order approving the Motion to Sell to implement
the Redwood transaction or other higher or better offers that may
be received through the marketing process.

                       Bidding Procedures

Moreover, the Debtors ask the Court to approve these proposed
bidding procedures for the sale of substantially all of their
assets:

  (a) By the Bid Deadline, a potential bidder that desires to
      make a bid is required to deliver copies of its bid to (i)
      Erickson Retirement Communities, LLC; (ii) the Debtors'
      counsel, DLA Piper LLP, (iii) the Debtors' financial
      advisor, Houlihan Lokey; and (iv) the Debtors'
      restructuring advisor, Alvarez & Marsal Healthcare
      Industry, LLC.

      The Debtors will deliver to Redwood copies of all bids
      submitted for the purchase of any of the Assets.

  (b) The Debtors may afford any potential bidder the
      opportunity to conduct a reasonable due diligence review.
      Should any potential bidder desire additional or further
      information, that potential bidder will be required to
      enter into a confidentiality agreement satisfactory to the
      Debtors.

  (c) All bids must include:

         -- an offer to acquire the assets in the form of the
            Redwood MSPA and Redwood Plan, marked to show any
            Proposed changes, including all proposed schedules
            and exhibits;

         -- an agreement that the potential bidder's offer is
            binding and irrevocable and the potential bidder
            agrees to be a Next Best Bidder until closing of a
            purchase of Assets by the Successful Bidder, through
            a plan of reorganization, to another person or
            entity pursuant to the Bidding Procedures;

         -- a higher and better offer that provides aggregate
            consideration that is $4,000,000 greater than the
            Redwood MSPA; and

         -- conditions that are not less favorable to the
            Debtors than those provided for the Redwood MSPA.

  (d) Bids must be accompanied by:

         -- written evidence of available cash;

         -- a commitment for financing or ability to timely
            obtain a satisfactory commitment if selected as the
            Successful Bidder and other evidence of ability to
            consummate the transaction;

         -- a stipulation or evidence that submission of the
            bid, execution, delivery and closing on the Marked
            Agreements is duly authorized and the proposed
            bidder has all requisite approvals from its board of
            directors; and

         -- a certified check for $5,000,000.  Bids may not seek
            any transaction or break-up fee, expense
            reimbursement or any similar type of payment.

  (e) The Good Faith Deposit of all Qualified Bidders will be
      held in a separate interest-bearing account for the
      Debtors' benefit until closing of a purchase of Assets by
      the Successful Bidder.  If a Successful Bidder fails to
      consummate an approved sale of the Assets because of a
      breach or failure to perform on the part of the Successful
      Bidder, that Successful Bidder's Good Faith Deposit will
      be held by the Debtors subject to a ruling by the
      Bankruptcy Court that the Debtors should be permitted to
      retain the Good Faith Deposit on account of any damages
      caused by that Successful Bidder's breach.

      All other deposits will be returned promptly after the
      closing of the sale of the Assets to the Successful
      Bidder.

  (f) Each potential bidder must obtain consents from National
      Senior Campus and the prepetition corporate revolver
      lenders and the senior secured project lenders to enter
      into a sale of the Assets and plan of reorganization by
      two days prior to the Auction to be a Qualified Bidder.

  (g) The Debtors and their professionals, in consultation with
      NSC, the Not-for-Profit Community Operators, the Lenders,
      and any statutory committees, will review each bid
      received from a potential bidder to ensure that it meets
      the requirements.  A bid received from a potential bidder
      that meets the requirements and subject to the business
      judgment of the Debtors will be considered a "Qualified
      Bid."  The Redwood MSPA is a Qualified Bid and Redwood is
      a Qualified Bidder.

  (h) Only Redwood and each Qualified Bidder will be eligible to
      participate at the Auction.  At least a day before the
      Auction, each potential bidder that has submitted a
      Qualified Bid must inform the Debtors whether it intends
      to participate in the Auction.  The Debtors will promptly
      inform each potential bidder that has expressed its intent
      to participate in the Auction of the identity of all other
      potential bidders that may participate in the Auction.  If
      the Seller does not receive any Qualified Bids other than
      from Redwood, it will not hold an Auction and Redwood will
      be named the Successful Bidder.

  (i) If more than one Qualified Bid is received, the Debtors
      will conduct an Auction for the sale of the Assets and
      plan sponsorship.  The Debtors propose that the Auction
      take place at 10:00 a.m. 10 days after the Bid Deadline at
      the offices of DLA Piper LLP (US), or at a later time or
      place.  The bidding will start at the amount offered in
      the highest Qualified Bid, plus $500,000 and will continue
      in increments of at least $500,000, in cash, until the
      bidding ceases.  Redwood has the right to credit bid
      $3,500,000, which equals the sum of the Break-Up Fee and
      the maximum Expense Reimbursement.

  (j) After determining the Successful Bid, the Debtors may
      determine, in consultation with NSC, the NFPs, the
      Lenders, and any statutory committees, which Qualified Bid
      is the next best bid.  If the Successful Bidder does not
      close the sale by the date agreed to by the Debtors and
      the Successful Bidder, then the Debtors will be
      authorized, to close with the party that submitted the
      Next Best Bid without further Court order.

  (k) Within five days after the Auction, the Debtors will
      announce the Successful Bidder and the Debtors and the
      Successful Bidder will file an amended Plan and Disclosure
      Statement.  If Redwood is the Successful Bidder and no
      material changes have been made to the Plan and Disclosure
      Statement, no amendment will be filed.

The Debtors believe that the proposed Bidding Procedures provide
an appropriate framework for proposing a plan of reorganization
that will result in the sale of substantially all of their
Assets.

More importantly, Mr. Slusher points out that entering into a
stalking horse agreement is in the best interest of the Debtors'
estates because it ensures an expedited sale to a contractually
committed buyer at a purchase price that is fair and reasonable.
"The speed at which the Debtors are able to locate a seller and
exit bankruptcy is of the utmost importance to the retiree
residents and future of the Debtors' operations," he insists.  "A
longer marketing period would create greater uncertainty among
the Debtors' residents and prospective residents, delay the
reorganization and would likely decrease the value of the
Debtors' estates."

Accordingly, the Debtors seek the Court's authority to offer
Redwood a Break-Up Fee of $3,000,000 and Expense Reimbursement of
up to $500,000, and pay Redwood a Commitment Fee of $1,500,000.

                     Contract Assumption

Pursuant to the proposed Asset Sale, the Debtors also intend to
assume and assign certain executory contracts and unexpired
leases to the Successful Bidder.

Within 10 days after the Successful Bidder is named, the Debtors
will file a schedule listing the cure amounts for each contract
and lease they intend to assume and assign to the Successful
Bidder and will serve the Cure Schedule on the counterparties to
those contracts and leases.

Upon request by a party to a contract or lease proposed to be
assigned to the Successful Bidder, the Debtor will provide
evidence of the Successful Bidder's ability to provide adequate
assurance of future performance on those contracts or leases.

Any objection to the assumption and assignment of any contract or
lease identified on the Cure Schedule, including the cure amount
or the adequacy of the assurance of future performance, may be
filed with the Court and served ERC, the Debtors' counsel, the
Debtors' financial advisor, and the Debtors' restructuring
advisor no later than 20 days after the filing of the Cure
Schedule.

If no objections are timely filed, then the cure amounts set
forth in the Cure Schedule will constitute a final determination
of total cure amounts required to be paid by the Debtors in
connection with the assumption and assignment of contracts or
leases to the Successful Bidder.  If a counterparty fails to
timely object to the proposed contract assumption and assignment,
it will be forever barred from objecting to the contract
assumption and assignment.

If a timely objection is filed and an objection cannot be
resolved by the parties, the Court may hear that objection at the
Disclosure Statement Hearing or at a later hearing.  If the
Debtor and the Successful Bidder elect to close prior to the
hearing, the cure amount as set forth on the Cure Schedule will
be deposited into escrow.  A pending dispute on the cure amounts
will not prevent or delay the closing of any sale of the Assets
or confirmation of a plan of reorganization, including the
assumption and assignment of contracts and leases not
subject to an objection.

At the Debtors' behest, Judge Jernigan has scheduled an expedited
hearing for October 29, 2009, to consider the Sale Motion.

Before the Court scheduled the expedited hearing, PNC Bank,
National Association, as administrative agent for the Debtors'
Secured Lenders, opposed the hearing request, asserting that the
Debtors did not specify the scope of relief they want considered
on October 29.   PNC further argued that the Court should refrain
from approving any bidding or sale procedures until the parties
have had an opportunity to fully present the issues.  PNC instead
urged the Court to schedule a status conference on October 29 to
set briefing and hearing schedules on the Sale Motion.

                      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 $20 Mil. Financing From ERC Funding
-----------------------------------------------------------------
Erickson Retirement Communities LLC and its units aver that
postpetition financing is vital to their ability to operate their
businesses while in bankruptcy.  The Debtors insist that if they
are unable to properly finance their business, they risk being
forced to cease all operations.

To this end, the Debtors relate that they engaged in good faith
negotiations with their prepetition lenders and ERC Funding Co.
LLC, among others.  While the prepetition lenders refused to
extend liquidity support, ERC Funding has committed to extend a
revolver facility of up to $20 million to the Debtors, according
to Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas.

The essential terms of the postpetition financing facility agreed
to by the Debtors and ERC Funding are:

   Borrowers: Hingham Campus, LLC, Lincolnshire Campus, LLC and
              Naperville Campus, LLC, as non-debtor entities;
              Erickson Retirement Communities, LLC, Ashburn
              Campus, LLC, Columbus Campus, LLC, Concord Campus
              GP, LLC, Concord Campus, LP, Dallas Campus GP, LLC,
              Dallas Campus, LP, Erickson Construction, LLC,
              Erickson Group, LLC, Houston Campus, LP, Kansas
              Campus, LLC, Littleton Campus, LLC, Novi Campus,
              LLC, Senior Campus Services, LLC, Warminster
              Campus GP, LLC, Warminster Campus, LP, as debtors
              and debtors in possession

  DIP Lender: ERC Funding Co. LLC

DIP Facility: A revolving credit facility made available to the
              Borrowers in a principal amount of up to
              $20,000,000, of which up to $5,000,000 will be
              available during the period from the Closing
              Date through the entry of the Final Order approved
              on a final basis by the Bankruptcy Court . All
              loans outstanding under the Facility will become
              due and payable on the Maturity Date.

              On two business days' written notice, and not more
              frequently than twice per calendar week, the
              Borrowers will be permitted to request a borrowing
              under the DIP Facility.

Maturity
Date:        The maturity date will be the earlier to occur of:

               (i) 60 days after the date on which a bidder
                   other than Redwood Capital Investments, LLC
                   is selected as the purchaser and/or plan
                   sponsor of substantially all of the Debtors'
                   assets/operations pursuant to an auction
                   process envisioned in the Master Purchase and
                   Sale Agreement, provided that if the
                   Redwood Purchasers are not selected on or
                   before December 16, 2009, another bidder will
                   be deemed to have been selected as of that
                   date; or

              (ii) the effective date of a plan of
                   reorganization under Chapter 11 in a
                   bankruptcy proceeding in which the Debtors
                   are debtors and debtors-in-possession; or

             (iii) February 16, 2010, with the right to extend
                   that maturity date for an additional 60 days
                   subject to payment of an extension fee of
                   3.0% of the outstanding principal balance of
                   the Loans as of February 16, 2010.

                   In no event will the Maturity Date be
                   extended beyond April 17, 2010; however, any
                   extension of the Maturity Date may only be
                   exercised if there is no Event of Default
                   other than the occurrence of the Maturity
                   Date in (iii), and Redwood Purchasers will
                   have been announced as the winner bidder.

Closing
Date:        To be determined

Purpose/Use
of Proceeds: Proceeds of the Loans under the DIP Facility will
              be used solely in accordance with the Borrowers'
              cash flow projections showing anticipated cash
              receipts and disbursements on a weekly basis for
              the periods required under the loan documentation
              and in form and substance satisfactory to the DIP
              Lender, which will include these payments:

              * interest, fees, and expenses with respect to the
                DIP Facility to the DIP Lender in accordance with
                the DIP Facility loan documentation;

              * funding of the Borrowers' postpetition operating
                expenses incurred in the ordinary course of
                business;

              * funding of the postpetition operating expenses of
                the affiliated Not-For-Profit Organizations in
                the ordinary course of business, pursuant to a
                Working Capital Loan between the respective NFP
                and a Debtor Landowner; and

              * certain other costs and expenses of
                administration of the Debtors' Chapter 11 cases.

Rate:       The Loans will bear interest at the Applicable
             Margin, plus the LIBOR Rate, payable at the end of
             the relevant interest period.

             "LIBOR Rate" means the higher of (i) 2.5% or (ii)
             the then current LIBOR Rate for interest periods of
             one month.  "Applicable Margin" means 7.5% per
             annum.  Interest will be calculated on the basis of
             the actual number of days elapsed in a 360-day
             year.

Default
Rate:       Effective immediately upon the occurrence and
             during the continuance of an Event of Default,
             Loans will bear interest at an additional 3.0% per
             annum.

Unused Line
Fee:        From and after the Closing Date, a non-refundable
             unused commitment fee of 0.5% per annum will accrue
             as a percentage of the daily average unused portion
             of the DIP Facility, payable monthly in arrears and
             on the Maturity Date.

Upfront
Commitment
Fee:        On the Closing Date, the Borrowers will pay a fee
             of 3.0% of the DIP Facility amount.

Exit Fee:   On the Maturity Date, the Borrowers will pay a fee
             of 2.0% of the DIP Facility amount.

Optional
Commitment
Reductions:  The Borrowers may permanently and irrevocably
              reduce the commitments under the DIP Facility upon
              at least five business days' notice; provided that
              each reduction will be in an amount of $250,000 or
              multiples of $250,000 in excess thereof and any
              mandatory prepayment.

Mandatory
Repayments:  Mandatory repayments of the Loans under the DIP
              Facility will be required in an amount equal to (i)
              100% of the net sale proceeds from non-ordinary
              course asset sales, including a sale of
              substantially all of the Debtors' assets; (ii) 100%
              of extraordinary receipt proceeds; (iii) 100% of
              the proceeds of the incurrence of any indebtedness
              other than in the ordinary course of business; and
              (iv) 100% of insurance and condemnation proceeds,
              in each case received by the Borrowers.

              Mandatory repayments will result in a permanent
              reduction of the DIP Facility.

Voluntary
Prepayments: Upon three business days' written notice and not
              more frequently than once per calendar week,
              permitted in whole or in part, with prior written
              notice but without premium or penalty, subject to
              limitations as to minimum amounts of prepayments
              and customary indemnification.  Those repayments
              will only be in increments of $250,000.

Repayment at
Maturity:    The DIP Facility will be repaid in full at the
              Maturity Date.

              If the DIP Facility is not repaid on the Maturity
              Date with the Collateral or other proceeds, the DIP
              Lender will have the option to seek to surcharge
              the cash and cash equivalents of ERC in the amount
              of the unpaid DIP Facility.

              The DIP Lender will have the right to credit bid
              the amount outstanding on the DIP Facility against
              the purchase price to be paid by the Redwood
              Purchasers of the sale transaction, provided
              that the credit bid amount will equal 110% of the
              amount outstanding under the DIP Facility as of the
              date of the Auction.

Priority:    Subject to the Carve Out, all amounts owing by the
              Borrowers under the DIP Facility will be joint and
              several as to each Debtor and:

              (i) will be entitled to superpriority claim status
                  pursuant to Section 364(c)(1) of the
                  Bankruptcy Code with priority over any or all
                  administrative expense claims, and

             (ii) will be secured by a perfected security
                  interest pursuant to Sections 364(c)(2),
                  364(c)(3) and 364(d) with priority over the
                  security interest securing the Borrowers'
                  existing senior secured credit facilities
                  pursuant to Section 3645(d)(1) of the
                  Bankruptcy Code in all of the assets of the
                  Borrowers or the "Collateral."

             The Collateral does not include cash and cash
             equivalents held by ERC in an approximate
             amount equal to $35,700,000 or the "Separate
             Funds".

             The relative priority of all amounts owed under the
             DIP Facility will be subject only to a carve-out
             for (i) the Debtors' professional fees incurred in
             the Chapter 11 Cases in an amount acceptable to the
             DIP Lender, (ii) other professional fees incurred
             in the Chapter 11 Cases in an amount acceptable to
             the DIP Lender, (iii) the payment of fees pursuant
             to 28 U.S.C. Section 1930, and (iv) costs and
             administrative expenses permitted to be incurred by
             any chapter 7 trustee under Section 726(b) of the
             Bankruptcy Code pursuant to an order of the
             Bankruptcy Court following any conversion of the
             Chapter 11 Cases pursuant to Section 1112 of the
             Bankruptcy Code in an amount not to exceed
             $100,000.

             No portion of the Carve-Out, any cash collateral or
             proceeds of the DIP Facility may be used for the
             payment of the fees and expenses of any person
             incurred challenging, or in relation to the
             challenge of the DIP Lender liens or in any way
             that is materially adverse to the DIP Lender's
             rights under the DIP Facility.

Separate
Cash
Account:     The proceeds of the DIP Facility and all other
              cash from operation of the Borrowers, other than
              the Separate Funds will be maintained in a
              segregated account over which the DIP Lender will
              have a Lien.  The Borrowers will also enter into an
              account control agreement with respect to that
              account.

Collateral:  All amounts owing by the Borrowers under the DIP
              Facility will be secured by a first priority
              perfected security interest in and lien on all
              assets of the Borrowers or the "Collateral,"
              subject only to the Carve-Out.  Collateral will
              include all initial entrance deposits or IEDs.

Adequate
Protection:  The lenders under the Existing Facilities will
              consent or the Bankruptcy Court will find otherwise
              pursuant to the DIP Orders that the Prepetition
              Lenders are adequately protected by:

              (i) the preservation of the cash and cash
                  equivalents held by ERC as of the Closing Date
                  and/or

             (ii) the preservation of the enterprise value of
                  the Borrowers, jointly and severally.

Conditions
Precedent to
Closing:     Customary conditions to closing, which include that
              (i) All fees and expenses required to be paid
              to the DIP Lender on or before the Closing Date
              will been paid, and the Borrowers will fund a
              $250,000 deposit to cover those fees and expenses;
              (ii) All motions to be filed to the Bankruptcy
              Court in connection with the DIP Facility and the
              approval are in the form and substance reasonably
              satisfactory to the DIP Lender; (iii) The DIP
              Lender will have received approval of the Budget;
              and (iv) Approval of bidding procedures for the
              asset sale to the Redwood Purchasers.

Events of
Default:     Customary events of default, which include failure
              to make payments when due; non-compliance of
              covenants; and dismissal of the Chapter 11 Cases or
              conversion to Chapter 7 cases, among others.

Indemnification:  The Borrowers will jointly and severally
                   provide customary indemnifications for the DIP
                   Lender and its representatives.

Expenses:    The Borrowers will pay all customary and reasonable
              costs and expenses of the DIP Lender and, and upon
              Bankruptcy Court approval, will fund a deposit of
              $250,000 to cover actual costs and expenses.

A full-text copy of the ERC Revolver Facility Term Sheet is
available for free at:

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

ERC Funding, as DIP Lender, is represented by Michael J. Baader,
Esq., of Venable LLP, with business address located at 750 E.
Pratt Street, Suite 900, in Baltimore, Maryland 21202.

By this motion, the Debtors seek the Court's permission to obtain
financing from ERC Funding on a senior secured superpriority
basis and accordingly, grant adequate protection to their
Prepetition Secured Lenders.

Mr. Slusher maintains that the proposed adequate protection is
fair and reasonable and will protect the Prepetition Senior
Lenders from diminution in value of their interests in the
Collateral.

"Approval of the DIP Facility will provide the Debtors with
immediate and ongoing access to funds to pay its current and
ongoing operating expenses, including postpetition wages and
salaries and vendor costs," Mr. Slusher says.  "Cash collateral
is insufficient to fund those expenditures."

The Debtors ask the Court to set an expedited hearing on their
request no later than October 29, 2009, to allow them access of
up to $5,000,000 of the loan proceeds under the DIP Facility, on
an interim basis.  The Debtors remind the Court that the
Prepetition Lenders have not agreed to the use of the cash
collateral for more than two weeks after the Petition Date.

                 Court Sets Interim Hearing;
              PNC Bank Reacts to Hearing Request

Judge Jernigan has scheduled an interim hearing on the DIP Motion
on October 29, 2009, at 9:30 a.m.

Before the Court entered the hearing schedule, PNC Bank, National
Association, filed a response on the expedited hearing request.
PNC Bank said it does not object to the expedited treatment of
the DIP Motion on an interim basis.  But PNC Bank contended that
the Court should anticipate numerous objections to the proposed
financing facility, which contemplates that the proposed
financing would be cross-collateralized between projects, and
that the proposed financing would also prime existing lenders.
According to PNC, a lengthy evidentiary hearing on the relief
sought seems necessary.

PNC Bank is the administrative agent bank for secured lenders
that provided construction financing for four of the Debtors'
projects -- Houston Campus, LP, Concord Campus, LP, Kansas
Campus, LLC, and Ashburn Campus, LLC.  PNC Bank is also the
Senior Secured Project Lender that has provided construction
financing for the Novi Campus, LLC facility.  Collectively, about
$300 million is owed on account of the construction financing for
the five facilities.  Moreover, PNC has loaned additional money to
the Debtors as a lender in the prepetition corporate revolving
loan facility.

                      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: U.S. Trustee Wants Health-Care Status Hearing
------------------------------------------------------------------
Erickson Retirement Communities LLC and its units currently manage
and have varying interests in 20 continuing care retirement
communities in 11 states.  The CCRCs, which are in various stages
of completion or development, are large campus style communities
offering seniors a full life cycle of retirement services from
independent living though skilled nursing.

On behalf of William T. Neary, as United States Trustee for
Region 6, Nancy Sue Resnick, Esq., in Dallas, Texas, notes that
the definition of "health care business" under Section 101(27)(A)
of the Bankruptcy Code is sufficiently broad to determine whether
the Debtors' operations falls within the definition of "health
care business."

Moreover, Section 333 of the Bankruptcy Code provides that if the
Debtor under Chapter 11 is a health care business, the Court will
order, no later than 30 days after the Petition Date, the
appointment of an ombudsman to monitor the quality of patient
care and to represent the interests of the patients of the health
care business unless the Court finds that the appointment is not
necessary.

Thus, the U.S. Trustee asks the Court to schedule a hearing to:

   (i) assess the nature of the Debtors' business under Section
       101(27)(A) and (B); and

  (ii) determine the application of Section 333 to warrant
       appointment of a Patient Care Ombudsman to insure
       appropriate protections for the residents of the
       continuing care retirement communities.

Ms. Resnick tells the Court that the U.S. Trustee has conferred
with the Debtors' counsel regarding the appointment of a Patient
Care Ombudsman.  She notes that the Debtors believe that their
business is not in the health care business, or if the Court
determines otherwise, that the facts do not warrant the
appointment of an ombudsman.

                      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: To Continue Intercompany Transactions
----------------------------------------------------------
In the ordinary course of business, funds may flow back and forth
from Erickson Retirement Communities, LLC's Cash Management
System and an individual Debtor Landowner's Cash Management
System to cover certain operating costs, like payments to
subcontractors or other vendors.  These intercompany transfers
are made between ERC, Erickson Construction LLC and individual
Landowners on an as-needed basis.  No intercompany transfers
occur between individual Landowners.

At the Debtors' behest, the Court permits the Debtors, on an
interim basis, to continue to make intercompany transfers among
their existing bank accounts in the ordinary course of their
business through the Cash Management System.

The Debtors told the Court that the Cash Management System
permits them to centrally manage and track the collection and
transfer of funds, including intercompany transfers, which
reduces administrative burden and expense and maximizes interest
income.

The Court has yet to schedule a final hearing with respect to the
Debtors' Motion to Continue Intercompany Transactions.

                      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)


EVEREST HOLDINGS: Wants New $30MM Loan From Hypo Real Estate
------------------------------------------------------------
Paula Moore at Denver Business Journal reports that 7677 East
Berry Avenue Associates, L.P., has sought the court's permission
to secure a new, $30 million loan from the project's construction
lender to finance continuing operations.  A hearing was set on
Monday on the Company's request, says Business Journal

Citing lawyers at the hearing, Business Journal states that some
holders of mechanic's and other liens against 7677 East Berry's
The Landmark have concerns about the new loan.  The lawyers said
that the creditors fear that if the loan from Hypo Real Estate
Capital Corp. goes into default, there wouldn't be sufficient
protection for lienholders in the loan document and the
lienholders won't get what's owed them, Business Journal reports.

7677 East Berry said in court documents that the loan would be
secured by "substantially all of the debtor's assets."

According to Business Journal, Judge Romero asked for final
settlement agreement by noon of October 28, and said that the next
day would be reserved for dealing with open issues.

7677 East Berry is also asking the court's approval to use cash
collateral to fund operations, Business Journal relates.

Nevada, Texas-based Everest Holdings, LLC, operates a real estate
business.  It filed for Chapter 11 bankruptcy protection on
August 30, 2009 (Bankr. D. Colo. Case No. 09-27906).  Its
affiliates, EDC Denver I, LLC, and 7677 East Berry Avenue
Associates, L.P., also filed for bankruptcy.  Daniel J. Garfield,
Esq., and Michael J. Pankow, Esq., who both have offices in
Denver, Colorado, assist Everest Holdings in its restructuring
efforts.  Everest Holdings listed $100,000,001 to $500,000,000 in
assets and $50,000,001 to $100,000,000 in liabilities.


EXACT SCIENCES: Has Technology License Agreement With Hologic
-------------------------------------------------------------
Exact Sciences Corporation reports that on October 14, 2009,
entered into a technology license agreement with Hologic, Inc. and
Third Wave Technologies, Inc., a wholly owned subsidiary of
Hologic.

Hologic granted the Company an exclusive, worldwide license within
the field of human stool based colorectal cancer and pre-cancer
detection or identification with regard to certain Hologic patents
and improvements, including Hologic's Invader detection chemistry.
The Invader chemistry, which is being commercialized by Third Wave
Technologies, is a highly accurate, easy-to-use and rapid
molecular detection platform that is easily combined with
polymerase chain reaction, or PCR.  Under the License Agreement,
the Company is obligated to make commercially reasonable efforts
to bring products covered by the licenses to market.

Under the License Agreement, the Company is required to make
certain up-front, milestone and royalty payments to Hologic.  The
License Agreement requires the Company to pay Hologic specified
royalties based on sales of products or services covered by the
licensed intellectual property.

At June 30, 2009, Exact Sciences had $28,942,000 in total assets
against total current liabilities of $7,355,000, third party
royalty obligation, less current portion of $965,000, and deferred
revenue of $13,654,000, resulting in stockholders' equity of
$6,968,000.  At December 31, 2008, the Company had $5,898,000 in
total assets against total current liabilities of $5,031,000,
third party royalty obligation, less current portion of
$1,950,000, and deferred revenue of $1,350,000, resulting in
stockholders' deficit of $2,433,000.

The audit opinion with respect to the company's consolidated
financial statements for the year ended December 31, 2007, issued
by its independent registered public accounting firm included an
explanatory paragraph to emphasize that there is substantial doubt
about the company's ability to continue as a going concern.

On March 6, 2009, EXACT Sciences Corporation received a letter
from The NASDAQ Stock Market for non-compliance of NASDAQ rules.
If the Company does not regain compliance with the Rule by
June 4, 2009, NASDAQ will provide the Company with written
notification that the Company's common stock will be delisted from
the NASDAQ Capital Market.

In its quarterly report for the period ended June 30, 2009, the
Company said, "We expect that cash, cash equivalents and
marketable securities on hand at June 30, 2009 will be sufficient
to fund our current operations for at least the next twelve
months, based on current operating plans.  This projection is
based on our currently anticipated cost structure and operating
assumptions and does not provide for the full funding of our
current strategic plan, the centerpiece of which is the
commercialization of our sDNA technology through completion of the
development an FDA-approved in vitro diagnostic test for sDNA
colorectal pre-cancer and cancer screening.  We do not expect that
product royalty payments or milestone payments from LabCorp will
materially supplement our liquidity position in the next twelve
months, if at all.

"Since we have no current sources of material ongoing revenue, we
believe that we will need to raise additional capital to complete
our strategic plan.  If we are unable to obtain sufficient
additional funds to enable us to fund our operations through the
completion of such plan, our results of operations and financial
condition would be materially adversely affected and we may be
required to delay the implementation of our plan and otherwise
scale back operations.  Even if we successfully raise sufficient
funds to continue the implementation of our strategic plan, we
cannot assure you that our business will ever generate sufficient
cash flow from operations to become profitable."

On June 11, 2009, the Company completed a private placement
transaction pursuant to which it sold 4,315,792 shares of common
stock at a per share price of $1.90 for net proceeds of $8.1
million after issuance costs.  As of June 30, 2009, the Company
had approximately $12.3 million in unrestricted cash and cash
equivalents, $0.6 million in restricted cash, which has been
pledged as collateral for an outstanding letter of credit in
connection with the lease for its Marlborough, Massachusetts
facility, and approximately $15.5 million in investments in
marketable securities.  All of the Company's investments in
marketable securities are comprised of fixed income investments
and all are deemed available-for-sale.

                       About EXACT Sciences

EXACT Sciences Corporation was incorporated in February 1995.  The
company has developed proprietary DNA-based technologies for use
in the detection of cancer.  The company has selected colorectal
cancer as the first application of its technologies.  The company
has licensed certain of its technologies, including improvements
to such technologies, on an exclusive basis through December 2010
to Laboratory Corporation of America(R) Holdings for use in a
commercial testing service for the detection of colorectal cancer
developed by LabCorp.  The company has devoted the majority of its
efforts to date on research and development and commercialization
support of its colorectal cancer detection technologies.


EXTENDED STAY: Files Bankruptcy Rule 2015.3 Reports
---------------------------------------------------
Extended Stay Inc. and its affiliated debtors filed in Court a
report on the value, operations and profitability of companies in
which they hold a substantial or controlling interest as required
by Rule 2015.3 of the Federal Rules of Bankruptcy Procedure.

The report shows that the Debtors' estates hold a substantial
or controlling interest in these companies:


Company Name                   Interest of the Estate
------------                   ----------------------
ESA International Inc.                  100%
ESA West Inc.                           100%
ESA Spartanburg LLC                     100%
ESA 2005 Holdings L.L.C.                100%
ESA TXGP L.L.C.                         100%
ESA P Portfolio TXNC GP L.L.C.          100%
ESH/MSTX GP L.L.C.                      100%
ESH/TXGP L.L.C.                         100%
ESH/TN Member Inc.                      100%
ES-NAV LLC                              100%
HVI(2) LLC                              100%
BHAC Capital IV LLC             Ownership of A-3 and
                                 B 12 Series Units

The Debtors also filed balance sheets and other financial
documents for the companies, copies of which are available for
free at http://bankrupt.com/misc/ESI_Rule2015.3ReportsJOct13.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: Lichtenstein Appeals Court Decision on BofA Suit
---------------------------------------------------------------
Lightstone Group LLC Chairman David Lichtenstein appealed to the
U.S. District Court for the Southern District of New York a
decision of the Bankruptcy Court overseeing the Chapter 11 cases
of Extended Stay Inc. and its affiliated debtors.

Mr. Lichtenstein made the move after Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York ordered to
remand to the New York Supreme Court a lawsuit filed by Bank of
America N.A. and six other entities against him and Lightstone.

Judge Peck ordered for a remand of the lawsuit after determining
that it is "not a core proceeding."

In a 20-page document issued on October 7, 2009, Judge Peck said
the lawsuit is a "standard contract case between two non-debtors
that arises under New York law" and not under the bankruptcy laws
and thus, held that the case does not present bankruptcy issues.

"It is clear that [BofA's] claim in the state law action is
entirely independent of any claims [BofA] may have against the
Debtors," the Bankruptcy Court opined.  Judge Peck also held that
the Debtors' motion to intervene in the lawsuit does not need to
be considered in light of his ruling to transfer the lawsuit.

BofA, et al., sued Mr. Lichtenstein and his company after the
defendants, as guarantors, allegedly did not pay $100 million to
the plaintiffs pursuant to certain guaranty agreements.  The
lawsuit was initially filed in the Supreme Court but was
eventually transferred to the Bankruptcy Court following the
Debtors' Chapter 11 filing.  BofA, et al., however, asked Judge
Peck to move the case to the Supreme Court, arguing that it is
not related to the Debtors' bankruptcy proceedings.

                        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: Panel Gets Nod to Hire BMC as Info Agent
-------------------------------------------------------
The Official Committee of Unsecured Creditors in Extended Stay
Inc.'s cases obtained the Court's authority to hire BMC Group Inc.
as its information agent.

The Creditors Committee wants to tap the services of BMC Group in
order to comply with its obligations, which include providing
creditors access to information, and soliciting and receiving
comments from creditors.

As information agent, BMC Group will be tasked to establish and
maintain an Internet-accessed Web site that provides a link or
other forms of access to the Web site maintained by the Debtors'
claims agent, and information, including highlights of
significant events in the Debtors' bankruptcy cases.  The firm
will also be tasked to distribute updates regarding the Debtors'
cases for creditors that have registered for such service on the
Creditors Committee's Web site.

BMC Group will be paid for its services with respect to case
management at these hourly rates:

  Data Entry/Administrative Support      $25 to $45
  Analysts                               $80 to $110
  Consultants                            $110 to $140
  Project Managers                       $175 to $225
  Principal/Director                     $250

A copy of the list detailing BMC Group's fees and other charges
is available for free at http://bankrupt.com/misc/ESIBMCFees.pdf

Tinamarie Feil, president for Client Services at BMC, assures the
Court that her firm does not have interests adverse to the
interests of the Debtors' estates, and that her firm is a
"disinterested person" under section 101(14) of the Bankruptcy
Code.

                        About Extended Stay

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

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

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

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


FAIRPOINT COMMS: Wants Dec. 15 Extension for Schedules Filing
-------------------------------------------------------------
Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, FairPoint
Communications, Inc., and its debtor affiliates are required to
file their (i) schedules of assets and liabilities, (ii)
schedules of executory contracts and unexpired leases, and (iii)
statements of financial affairs within 15 days after the Petition
Date.

Pursuant to Bankruptcy Rule 1007(a)(3), the Debtors are required
to file a list of all equity security holders within 15 days
after the Petition Date.  Pursuant to Bankruptcy Rule 2002(d),
unless otherwise ordered by the Court, the Debtors are also
required to give notice of the commencement of their Chapter 11
cases to all equity security holders.

By this motion, the Debtors ask the Court to:

  (i) extend the 15-day period to file the Schedules through
      December 25, 2009, without prejudice to the Debtors' right
      to seek additional time should it become necessary; and

(ii) waive the requirements to file the Equity List and provide
      the Notice of Commencement to all equity security holders.

Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP,
in New York, relates that due to the complexity and diversity of
their operations and the burdens occasioned by preparing for
their Chapter 11 cases, the Debtors anticipate that they will be
unable to complete their Schedules in the mere 15 days provided
under Bankruptcy Rule 1007(c).

In view of the amount of work entailed in completing the
Schedules and the competing demands on their employees and
professionals to assist in efforts to stabilize business
operations during the initial postpetition period, the Debtors
aver that they will not be able to properly and accurately
complete the Schedules within the 15-day period following the
Petition Date.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint 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 symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. Del. Case No. 09-16335).

Rothschild Inc. is acting as financial advisor for the Company;
AlixPartners, LLP as the restructuring advisor; and Paul,
Hastings, Janofsky & Walker LLP is the Company's counsel.  BMC
Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Bankruptcy Triggers Default of Debt Obligations
----------------------------------------------------------------
The filing of Chapter 11 cases of FairPoint Communications Inc.
and its affiliate constitutes an event of default under these
debt instruments through which the FairPoint are parties to:

  1. The Indenture, dated as of July 29, 2009, by and between
     FairPoint and U.S. Bank National Association, as trustee,
     relating to the New Notes, the aggregate principal amount
     of outstanding of which as of October 25, 2009, was
     approximately $476.0 million.

  2. The Credit Facility dated as of March 31, 2008, among
     FairPoint, Northern New England Spinco Inc. and certain
     lenders.  The aggregate principal amount of loans
     outstanding under the Credit Facility as of October 25,
     2009, was approximately $2.0 billion.

  3. The ISDA Master Agreement with Wachovia Bank, N.A., dated
     as of December 12, 2000, as amended and restated as of
     February 1, 2008, and the ISDA Master Agreement with Morgan
     Stanley Capital Services Inc., dated as of February 1,
     2005.  FairPoint estimates that the fair market value of
     the Swaps under Statement of Financial Accounting Standards
     No. 157 as of October 25, 2009, was approximately
     $88.3 million.

Under the terms of the Indenture, as a result of the filing of
the Chapter 11 Cases, all of the outstanding New Notes became due
and payable without further action or notice.

Under the terms of the Credit Facility, upon the filing of the
Chapter 11 Cases, all commitments  under the Credit Facility were
terminated and all loans, with accrued interest, and all other
amounts outstanding under the Credit Facility became immediately
due and payable.

In addition, as a result of the filing of the Chapter 11 Cases,
an early termination event occurred under the Swaps.

FairPoint maintains that any efforts to enforce payment under
these obligations are stayed as a result of the filing of their
Chapter 11 Cases.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint 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 symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. Del. Case No. 09-16335).

Rothschild Inc. is acting as financial advisor for the Company;
AlixPartners, LLP as the restructuring advisor; and Paul,
Hastings, Janofsky & Walker LLP is the Company's counsel.  BMC
Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Fin'l Projections Provided to Noteholders
----------------------------------------------------------
FairPoint Communications Inc. related in a regulatory filing with
the U.S. Securities and Exchange Commission that subject to the
terms of confidentiality agreements, it furnished noteholders
certain projected financial information in connection with
discussions among the Company, the Holders and their advisors
regarding a Restructuring Plan for the Company's business.

Accoding to the Projections, the Debtors would have net revenue of
$1.18 billion, for the year 2009, $1.16 billion for 2010, and
$1.21 billion for 2011.  EBITDA from operations would be
$245.2 million in 2009, $302.65 for 2010 and $413.7 million in
2011.  The company expects restructuring costs of $20.9 million in
2009 and $28.38 million in 2010.

FairPoint CFO Alfred Giammarino reported that the Projections
were prepared under the direction of the Company's management in
connection with its negotiations with its creditors.  The
Projections reflect numerous assumptions, including, among other
things, with respect to (i) trends in access lines, high-speed
data subscribers and other customer metrics, (ii) the success of
the next generation data network build-out in northern New
England and the subsequent introduction of new IP-based services,
(iii) the elimination of integration and cutover related costs
incurred in 2009 and (iv) the reduction in certain operating
expenses, including certain expenses covered under collective
bargaining agreements.  In addition, the Projections reflect
various other assumptions, including, among other things,
regarding (i) the Company's anticipated future performance after
the consummation of the Restructuring Plan, (ii) general business
and economic conditions, (iii) competitive forces and (iv) the
actions of regulatory agencies and governmental bodies.

Many of these assumptions are beyond the Company's control and
some or all of the assumptions may not materialize, Mr.
Giammarino maintained.  Unanticipated events and circumstances
with regard to any of the above assumptions or other matters may
also affect the Company's actual financial results in the future,
he added.

"The Projections are based upon an analysis of the data available
to the Company at the time of the Projections and are not
guarantees of future performance," Mr. Giammarino says.

The Company related that it does not, as a matter of course, make
public projections of its anticipated results of operations,
financial position or cash flows.  Accordingly, the Company
disclaims any obligation to furnish updated projections to
reflect any changed circumstances, including actual industry
performance or the general economic or business climate or other
matters affecting the Projections that differ from those upon
which the Projections have been based.

A copy of the Projected Financial Information is available for
free at http://ResearchArchives.com/t/s?479b

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint 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 symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. Del. Case No. 09-16335).

Rothschild Inc. is acting as financial advisor for the Company;
AlixPartners, LLP as the restructuring advisor; and Paul,
Hastings, Janofsky & Walker LLP is the Company's counsel.  BMC
Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Reminds Parties of Automatic Stay
--------------------------------------------------
As a result of the commencement of Fairpoint Communications Inc.'s
Chapter 11 cases and by operation of law pursuant to Section 362
of the Bankruptcy Code, the automatic stay enjoins all entities
from, among other things: (i) commencing or continuing any
judicial, administrative or other action or proceeding against the
Debtors that was or could have been initiated before the Petition
Date; (ii) recovering a claim against the Debtors that arose
before the Petition Date; (iii) enforcing a judgment against the
Debtors or any of their estate property that was obtained before
the Petition Date; or (d) taking any action to collect, assess, or
recover a claim against the Debtors that arose before the
Petition Date, Luc A. Despins, Esq., at Paul, Hastings, Janofsky
& Walker LLP, in New York, relates.

Similarly, Section 365 of the Bankruptcy Code prohibits any party
to an executory contract or unexpired lease with the Debtors
from, among other things, modifying or terminating a contract or
lease, or any right or obligation under a contract or lease, at
any time after the Petition Date solely because of a provision in
that contract or lease that is conditioned on (i) the insolvency
or financial condition of the Debtors at any time before the
closing of the Debtors' Chapter 11 cases, (ii) the commencement
of the Debtors' Chapter 11 cases, or (iii) the appointment of a
trustee in the Debtors' Chapter 11 cases, Mr. Despins maintains.

Accordingly, any action by a third party to modify or terminate
an executory contract or unexpired lease or enforce their terms
against the Debtors is prohibited absent Court approval.  Thus, a
third party must continue to perform under an executory contract
or unexpired lease until it is assumed or rejected.

Furthermore, Section 525 of the Bankruptcy Code provides that "a
governmental unit may not deny, revoke, suspend, or refuse to
renew a license, permit, charter, franchise, or other similar
grant to [or] discriminate with respect to that grant against . .
. a debtor," Mr. Despins asserts.

In this regard, in order to obtain some "breathing space" that is
essential to their ability to successfully resolve their
liabilities and to be relieved of the financial pressures that
drove them into bankruptcy, the Debtors ask the Court:

  (a) to enforce the stay imposed under Section 362;

  (b) to enforce the anti-termination and anti-modification
      provisions of Section 365(e)(1); and

  (c) to affirm the protections against discriminatory treatment
      contained in Section 525.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint 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 symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on October 26,
2009 (Bankr. D. Del. Case No. 09-16335).

Rothschild Inc. is acting as financial advisor for the Company;
AlixPartners, LLP as the restructuring advisor; and Paul,
Hastings, Janofsky & Walker LLP is the Company's counsel.  BMC
Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FAIRPOINT COMMS: Restructuring Cues Moody's 'D' Rating
------------------------------------------------------
Moody's Investors Service downgraded FairPoint Communications,
Inc.'s probability of default rating to D from Ca following the
company's announcement that it had reached an agreement on a
comprehensive restructuring plan with the requisite senior secured
lenders and has filed a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.

The rating outlook was changed from negative to stable.  Moody's
plans to withdraw all ratings for the company over the near-term
consistent with its business practice for companies operating
under the purview of the bankruptcy courts wherein information
flow typically becomes much more limited.

This summarizes the rating actions taken by Moody's:

Downgrades:

Issuer: FairPoint Communications, Inc.

  -- Probability of Default Rating, Downgraded to D from Ca

  -- Corporate Family Rating, Downgraded to Ca from Caa3

  -- Senior Secured Bank Credit Facility, Downgraded to a range of
     Caa3, LGD3, 38% from Caa2, LGD2, 27%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to LGD6,
     100% from LGD5, 77%

Outlook Actions:

Issuer: FairPoint Communications, Inc.

  -- Outlook, Changed To Stable From Negative

Moody's most recent rating action for FairPoint was on October 1,
2009.  At that time, Moody's respositioned FairPoint's Probability
of Default Rating to Ca/LD from Ca to reflect the limited default
that occurred following the company not paying scheduled principal
and interest on its debt obligations.

Fairpoint, headquartered in Charlotte, NC, is the eight largest
wireline telecommunications company in the US, serving about
1.4 million access lines in primarily rural areas and small- and
medium-sized cities.


FINLAY ENTERPRISES: Noteholders Oppose Creditors' Discovery Bid
---------------------------------------------------------------
Law360 reports that Harbinger Capital Partners Special Situations
Fund LP, a senior noteholder of jeweler Finlay Enterprises Inc.,
and HSBC Bank USA National, trustee for a group of noteholders,
have objected to a motion by Finlay's unsecured creditors to
examine Harbinger, HSBC, Finlay and others in connection with a
prebankruptcy debt restructuring.

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.


FLEXTRONICS INT'L: Posts Second Quarter Results
-----------------------------------------------
Flextronics disclosed results for its second quarter ended
October 2, 2009:

    (US$ in millions, except EPS)
                                   Three Month Periods Ended
                                   -------------------------
                                   October 2,          July 3,
                                     2009              2009
                                     ----              ----
    Net sales                       $5,832            $5,783
    GAAP operating income             $123              $10
    Adjusted operating income         $149              $90
    GAAP net income (loss)             $20            $(154)
    Adjusted net income               $104              $63
    GAAP EPS                         $0.02           $(0.19)
    Adjusted EPS                     $0.13            $0.08

                     Second Quarter Results

Net sales for the second quarter ended October 2, 2009, were
$5.8 billion, an increase of 1%, compared to net sales for the
first quarter ended July 3, 2009.  Adjusted operating income for
the second quarter was $149 million, an increase of 66%, compared
to the first quarter adjusted operating income of $90 million.
Adjusted operating margin for the second quarter was 2.6% compared
to 1.6% for the first quarter.  Adjusted net income for the second
quarter was $104 million and adjusted EPS was $0.13 compared to
$63 million and $0.08, respectively, for the prior quarter.

Cash and cash equivalents totaled $2.0 billion at October 2, 2009,
an increase of $289 million from the prior quarter end. During the
second quarter, Flextronics generated $312 million of operating
cash flow and $270 million of free cash flow (defined as net cash
provided by operating activities, less purchases of property &
equipment, net of dispositions).  Net debt, which is total debt
less total cash, was further reduced in the current quarter by
$483 million to $587 million.  Net debt has decreased by
approximately $1.1 billion from one year ago.  Adjusted ROIC
improved to 22.2% for the quarter.

"During the second quarter, Flextronics posted solid financial
progress across all aspects of our business, reflecting our
efforts to re-size our business to adapt to current market
conditions.  We are very pleased with the healthy expansion of our
adjusted gross margin, which rose by 90 basis points
sequentially," said Paul Read, chief financial officer of
Flextronics.  "In addition, we achieved a cash conversion cycle of
15 days, generated free cash flow of $270 million and our
significantly reduced net debt position of $587 million is
comparable with the period prior to our Solectron acquisition."

In connection with its previously announced restructuring plans,
during the second quarter, Flextronics recognized $13 million of
pretax restructuring charges comprised of $9 million of cash
charges primarily related to employee severance costs and
$4 million of non-cash asset impairment charges.  The Company
remains confident that it is on track to realize the expected
annualized savings between $230 million and $260 million upon the
completion of its restructuring activities, which will be
completed by the end of Fiscal 2010.

During the second quarter the Company received proceeds of
$255 million from the sale of a non-core investment and note
receivable and recorded non-cash charges to impair certain
other non-core investments and notes receivable amounting to
$92 million.  Also during the quarter, the Company recognized
approximately $60 million of non-cash tax benefits as a result
of settlements in various tax jurisdictions.

"The improvement of our financial performance this quarter was a
real positive and we are seeing signs of strengthening in the
economy and a general improvement in business conditions," said
Mike McNamara, chief executive officer, Flextronics.

                          Guidance

For the third quarter ending December 31, 2009, revenue is
expected to be in the range of $6.0 billion to $6.4 billion and
adjusted EPS is expected to be in the range of $0.14 to $0.16 per
share.

GAAP earnings per share are expected to be lower than the guidance
provided herein by approximately $0.07 per diluted share for
estimated restructuring activities, quarterly intangible
amortization, stock-based compensation expense and non-cash
interest expense.

                     About Flextronics

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.

                         *     *     *

Flextronics International Ltd. continues to carry Moody's
"Ba1" probability of default and long-term corporate family
ratings with a negative outlook.  The company also carries
Standard & Poor's "BB+" long-term local and foreign issuer credit
ratings with a negative outlook.

Fitch Ratings in September affirmed an Issuer Default Rating at
'BB+' and hiked the outlook to stable for Flextronics.


FONIX CORP: Issues Shares to CJK for Payment of License Fees
------------------------------------------------------------
Fonix Corporation filed a registration statement with the
Securities and Exchange Commission to register 6,000,000 shares of
Class A Common Stock, $0.0001 par value per share.  The Proposed
Maximum Aggregate Offering Price is $120,000.

The Registration Statement also covers an indeterminate number of
Common Shares that may be issuable by reason of stock splits,
stock dividends or similar transactions in accordance with Rule
416 under the Securities Act of 1933, as amended.

According to the regulatory filing, the shares are to be granted
to a consultant to the Company, pursuant to a Share Payment
Agreement dated October 9, 2009, between the CJK Dictionary
Institute, Inc., in Saitama, Japan, and Fonix Speech Inc.

CJK and Fonix entered into a Licensing Agreement dated October 16,
2007, as amended by amendments dated April 18, 2008 and June 19,
2008, pursuant to which CJK granted Fonix a world-wide, non-
exclusive, perpetual right to incorporate into Fonix products a
Chinese Lexical Database, a Japanese Lexical Database, and a
Korean Lexical Database.  Pursuant to the License, CJK was
entitled to a licensing fee after delivery of the CJK Databases.
During November 2007, CJK delivered the CJK Databases to Fonix.

CJK has agreed to accept shares of Fonix Common Stock as payment
of the Fee.

Fonix agrees to pay the Fee earned by CJK in November 2007 by
issuing to CJK shares of Class A common stock of Fonix Corp.
having a value of $85,000 as of the date of issuance, with the
number of Shares to be issued being determined by dividing $85,000
by the per share market price of Fonix's common stock on the day
immediately prior to issuance.  In the event that CJK observes the
conditions of Section 2 of the Agreement, and sale of the Shares
does not result in realization of $85,000 in sales proceeds, Fonix
agrees to issue additional shares to CJK until the full $85,000
has been realized from the sale of Fonix shares.  However, in the
event CJK observes the conditions of Section 2 of the Agreement,
and the sale of the Shares results in realization of more than
$85,000 in sales proceeds, CJK agrees to return to Fonix: (a) all
sales proceeds in excess of $85,000; and (b) all unsold Shares.

Section 2 provides restriction on the sale of the Shares.  CJK
agrees that it is will not allow its agent to sell more than
$1,500 worth of Shares on any given day to maintain a market for
Fonix stock.  CJK agrees that if it breaches this provision, it
will forfeit all rights to, and shall return to Fonix, all of the
Shares that are not sold as of the date of the breach.

Fonix Corporation said in an August regulatory filing its cash
resources, limited to collections from customers, sales of equity
and debt securities and loans, have not been sufficient to cover
operating expenses.  As a result, some payments to vendors have
been delayed.

As of June 30, 2009, the Company had $3,994,000 in total assets
and $50,480,000 in total liabilities, all current, resulting in
$46,486,000 in stockholders' deficit.  As of June 30, 2009, the
Company had an accumulated deficit of $288,644,000; negative
working capital of $47,216,000; derivative liabilities of
$37,404,000 related to the issuance of Series P Preferred Stock,
Series L Preferred Stock, Series M Preferred stock, Series N
Preferred Stock, Series O Preferred Stock, Series E Convertible
Debentures and Series B Preferred Stock of its subsidiary; accrued
liabilities of $8,435,000; accounts payable of $2,315,000; tax
payable of $27,000; deferred tax liabilities of $250,000; related
party notes payable of $843,000; and deferred revenues of
$445,000.  The Company expects to continue to incur significant
losses and negative cash flows from operating activities at least
through December 31, 2009, primarily due to expenditure
requirements associated with continued marketing and development
of the Company's speech-enabling technologies.

The Company said there is substantial doubt about its ability to
continue as a going concern.  Management plans to fund further
operations of the Company from cash flows from future license and
royalty arrangements and with proceeds from additional issuance of
debt and equity securities.  There can be no assurance that
management's plans will be successful.  If additional financing is
not obtained in the near future, the Company said it will be
required to more significantly curtail operations or seek
protection under bankruptcy laws.

Based in Lindon, Utah, Fonix Corporation's operations are managed
through its two wholly owned subsidiaries, Fonix Speech, Inc., and
Fonix GS Acquisition Co., Inc.

Fonix Speech provides value-added speech-enabling technologies,
speech interface development tools, and speech solutions and
applications, including automated speech recognition and text-to-
speech that empower consumers to interact conversationally with
information systems and devices.

Fonix GS was formed on June 27, 2008, to facilitate the
acquisition of Shanghai Gaozhi Software Systems Limited, a Chinese
software developer and solutions provider in second-generation and
third-generation telecommunication operation support systems in
China and throughout the Asian Pacific region.  Gaozhisoft is a
qualified competitor for telecommunication operation supports
systems.  GaozhiSoft's products are designed to increase data
transferring speed, reduce telecommunications data loss and
provide network management, billing accuracy and improved
implementation techniques to telecom carriers.


FT REAL ESTATE: S&P Reinstates 'BB-' Debt Rating on Pref. Stock
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has reinstated a
'BB-' debt rating to the preferred stock of FT Real Estate
Securities Co. Inc., a subsidiary of First Tennessee Bank N.A.
Memphis (BBB/Negative/A-2).  The rating had been withdrawn in
error on Feb. 24, 2009.

                           Ratings List

                            New Rating

                FT Real Estate Securities Co. Inc.

             Preferred Stock                       BB-


FLEETWOOD ENTERPRISES: Seeks to Fend Off Formaldehyde Claimants
---------------------------------------------------------------
According to Law360, Fleetwood Enterprises Inc. has beseeched a
bankruptcy judge to enforce an insurance policy pollution
exclusion it says protects it from liability for claims over
formaldehyde levels in emergency housing provided to hurricane
victims.

Founded in 1950, Fleetwood Enterprises, Inc. (NASDAQ: FLE) and its
various subsidiaries produce, distribute, and service recreational
vehicles and manufactured housing.  Fleetwood employed 2,100
people in 14 plants located in 10 states.

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254).  Craig
Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn & Crutcher
LLP, represent the Debtors in their restructuring efforts.  FTI
Consulting Inc. is the financial advisors to the Debtors.  The
Debtors tapped Greenhill & Co.. LLC as its investment banker.

Fleetwood was authorized in June to sell its recreational vehicle
business for $53 million to private-equity investor American
Industrial Partners.


FOOTHILLS TEXAS: Seeking Approval of Disclosure Statement
---------------------------------------------------------
Foothills Texas, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Texas to approve a disclosure
statement with respect to their Joint Chapter 11 Plan of
Reorganization.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides for one
of the prepetition lenders, Regiment Capital Special Situations
Fund III LP , to acquire the Debtors by accepting stock in
Reorganized Foothills Resources in lieu of cash or collateral on
account of a portion of its secured prepetition loans to the
Debtors, and for all the prepetition common and preferred stock
interest in Foothills Resources, to be cancelled, but will remain
outstanding, all of which interests will continue to be owned
directly by Reorganized Foothills Resources.

The other claims will be paid in cash derived from the exit
facility to be executed in accordance with the plan, with notes or
with beneficial interests issued in connection with the Trust.

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

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

Foothills Texas, Inc. -- http://www.foothills-resources.com/--
sought protection under Chapter 11 (Bankr. D. Del. Case No. 09-
10452) on February 11, 2009.  Charles R. Gibbs, Esq., David F.
Staber, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss
Hauer & Feld, LLP, in Dallas, Tex., and Norman L. Pernick, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington, Del.,
represent the Debtor.  In its Chapter 11 petition, the Debtor
disclosed $89.5 million in assets and $78.8 million in
liabilities, of which $71.2 million is owed to secured lenders.
Regiment Capital Special Situations Fund III LP provided
$2.5 million of postpetition financing.


FORUM HEALTH: Must Send Bidding Rules to Creditors by October 30
----------------------------------------------------------------
William K. Alcorn at the Vindicator reports that Forum Health must
submit by October 30 a draft-form purchase agreement and bidding
procedures to creditors.

Forum Health, in the cash-collateral document filed and approved
by U.S. Bankruptcy Judge Kay Woods, must submit to its major
creditors by November 1 written evidence that Western Reserve Care
System (Northside) and the Western Reserve Health Foundation will
achieve financial and operational separation by November 30.
Forum Health's ability to use cash collateral on hand to operate
has been extended through January 14, 2010.

The Vindicator reports that the new cash-collateral agreement
between Forum Health and its major creditors contains the
separation of Northside Medical Center from the rest of the
health-care system, although creditors say that the most likely
scenario is the reorganization or sale of the Company as a whole.

According to the Vindicator, Forum Health spokesperson Vince
Bevacqua said that the new consensual cash-collateral agreement is
the same as the original agreement reached in April.  "In checking
with Forum lawyers, the only difference in the filing [Thursday]
is that the dates have been changed to November 1 and November 30
for plan filing and activation, respectively," the report quoted
Mr. Bevacqua as saying.

The Vindicator relates that Lance Ignon,the spokesperson for Forum
Health's major creditors, said that options remain on the table to
ensure that the Company has the most flexibility to pursue its
goals.  According to the report, Mr. Ignon said, "By far the most
likely outcome is either reorganization or an acquisition of the
entire system, either one of which would put Forum on a more
stable footing, rather than a separation of assets.  No one wins
if any part of Forum fails.  The community, the employees and the
creditors are better off if Forum remains intact, keeping in mind
that each of its facilities have to show the ability to be
profitable."

According to the Vindicator, bids from potential buyers must be
submitted by November 13, and by by November 30, Forum Health must
achieve agreement with creditors on whether it will follow a
merger/acquisitions or reorganization path.

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.


G-I HOLDINGS: Circ. Lets Hartford Off Hook in D&O Coverage Suit
---------------------------------------------------------------
Law360 reports that a federal circuit panel has upheld a district
court's ruling letting Hartford Fire Insurance Co. off the hook in
a case regarding directors and officers coverage for G-I Holdings
Inc., in a dispute stemming from the liquidation of Reliance
Insurance Co.

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The Company filed for Chapter 11 protection on
January 5, 2001 (Bankr. D. N.J. Case No. 01-30135).  An affiliate,
ACI, Inc., filed its own voluntary Chapter 11 petition on
August 3, 2001.  The cases were consolidated on October 10, 2001.
Martin J. Bienenstock, Esq., Irena Goldstein, Esq., and Timothy Q.
Karcher, Esq., at Dewey & Leboeuf LLP, represent the Debtors as
counsel.  Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at
Riker, Danzig, Scherer, Hyland, represent the Debtors as co-
counsel.  Lowenstein Sandler PC represents the Official Committee
of Unsecured Creditors.  Judson Hamlin was appointed by the Court
as the Legal Representative for Present and Future Holders of
Asbestos Related Demands.  Keating, Muething & Klekamp, P.L.L., is
the principal counsel to the Legal Representative of Present and
Future Asbestos-Related Demands.


GENERAL MOTORS: Delays Signing of Magna-Opel Sale Deal
------------------------------------------------------
Chris Reiter at Bloomberg News reports that General Motors Co.
delayed the signing of a final agreement to sell its Opel unit to
Magna International Inc. until next month at the earliest so its
board can respond to a European Union review of the deal.

Bloomberg relates John Smith, GM's lead negotiator on the sale,
wrote Friday in a blog the U.S. carmaker's board will use its
Nov. 3 regular meeting to consider changes to the proposal from
Magna and partner OAO Sberbank.  Bloomberg recalls Magna and
Sberbank have agreed to invest EUR500 million in Opel in exchange
for a 55% stake.

According to Bloomberg, GM will also examine a letter from German
Economy Minister Karl-Theodor zu Guttenberg that said Germany's
financial backing for Opel's restructuring wasn't reserved for
Magna.  Bloomberg says the European Commission wants GM to confirm
that it picked Magna without political influence before the
Brussels-based regulator would approve the deal.

                       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: ENCORE's Schedules & Statements
-----------------------------------------------
A.  Real Property
    Owned
     Vacant Land South of Van Born; Belleville,
      Michigan 48111                                $1,281,631
     Tonawanda Landfill; Tonawanda,
      New York 14207                                   106,853
     Leeds Assembly Land; Kansas City,
      Missouri 64129                                         0

B.  Personal Property
B.1 Cash on hand                                             0
B.2 Bank Accounts
    Citibank, N.A.                                   1,748,538
B.9 Interests in insurance policies               undetermined
    See at http://bankrupt.com/misc/encore_salb9.pdf

    TOTAL SCHEDULED ASSETS                          $3,137,022
    ==========================================================

C.  Property Claimed as Exempt                              $0

D.  Creditors Holding Secured Claims
    U.S. Treasury and Export Development Canada  1,175,000,000

E.  Creditors Holding Unsecured Priority Claims
    Priority Claims - Taxing Authorities                     0
     See at http://bankrupt.com/misc/encore_salE1.pdf

F.  Creditors Holding Unsecured Non-priority Claims
    Trade Payables                                   1,924,951
     See at http://bankrupt.com/misc/encore_salf1.pdf

    Environmental Liabilities
     Non-superfund
      Missouri Department of Natural Resources    Undetermined
      New York State Department of Environmental
       Conservation                               Undetermined
      U.S. Environmental Protection Agency,
       Region 7                                   Undetermined
      U.S. Environmental Protection Agency,
       Region II                                  Undetermined
       Superfund
      U.S. Environmental Protection Agency,
       Region 5                                   Undetermined

    TOTAL SCHEDULED LIABILITIES                 $1,176,924,951
    ==========================================================

Environmental Corporate Remediation Company, Inc., discloses that
it has earned income other than from operation of its business
during the two years immediately preceding the Petition Date:

        Year                    Income
        ----                    ------
        2007                   $74,939
        2008                    24,306
        2009                       757

The Debtor made payments aggregating $7,275 to creditors within 90
days immediately preceding the Petition Date.  A schedule of the
payments is available for free at:

            http://bankrupt.com/misc/encore_sofa3b.pdf

David F. Head, vice president and assistant treasurer of the
Debtor, says that ENCORE's former officers were employed by its
parent, Motors Liquidation Company.  The Insiders' support of the
Debtor was generally a small percentage of their overall
commitment to Motors Liquidation.  Salary and other related
payments to the Insiders were made by Motors Liquidation, and
thus, those payments are not listed in ENCORE's Statement of
Financial Affairs, he notes.

Mr. Head reports that the Debtor routinely incurs losses as
casualty or lawsuits in the ordinary course of business and is not
aware of any material losses within one year immediately preceding
the Petition Date or since the Petition Date.

The Debtor routinely setoffs from third parties during the
ordinary course of business, including setoffs or mutual
prepetition obligations between a Debtor and a counterparty (a)
that have been consented to by a Debtor in the ordinary course of
business as part of a periodic reconciliation of accounts between
them and (b) as to which the counterparty has paid in full all
amounts due to the Debtor relating to those accounts.  These
normal setoffs are consistent with the ordinary course of business
in the Debtor's industry and can be particularly voluminous,
making it unduly burdensome and costly for the Debtors to list
them all normal setoffs.  Thus, the normal setoffs are not listed
in the Debtor's Statement of Financial Affairs, Mr. Head relates.

The Debtor says it has received notice from New York State
Department of Environmental Conservation, Division of
Environmental Remediation, Region 9 at 270 Michigan Ave., Buffalo,
New York 14203 regarding Tonawanda Landfill, adjacent to GM
Tonawanda Engine Plant in 2995 River Road, Buffalo, New York.

Moreover, the Debtor provided notice to Missouri Department of
Natural Resources in Jefferson City, Missouri regarding former
Leeds Assembly Plant in land south of 6817 Stadium Drive, Leeds,
Missouri.

The Debtor also discloses that it is a party to administrative
proceedings relating to environmental laws.  A schedule of the
Proceedings is available for free at:

            http://bankrupt.com/misc/encore_sofa17c.pdf

James Selzer, vice president and treasurer, is the Debtor's
current bookkeeper supervising books and records of the Debtor.
Nicholas S. Cyprus, chief accounting officer served as the
Debtors' bookkeeper from December 1, 2006 to July 9, 2009.

Deloitte & Touche LLP has audited the Debtor's books and records
within two years immediately preceding the Petition Date.

At the end of each of their fiscal quarters and fiscal years and
upon the occurrence of significant events, the Debtor's parent
filed with the U.S. Securities and Exchange Commission Forms 10-K,
10-Q, and 8-K, which contain financial information relating to the
Debtors.  Since the SEC Filings are publicly available, the
Debtors do not maintain records of the parties who requested or
obtained copies of any of the SEC Filings from the SEC or Debtors.
The Debtors have also historically provided certain parties, like
banks, auditors, potential investors, customers and financial
advisors, financial statements that may not be part of a public
filing.  As the Debtors do not maintain complete lists to track
those disclosures, they have not provided lists of these parties
in the Statement of Financial Affairs, Mr. Head points out.

The Debtor's current officers are:

     Name                           Title
     ----                           -----
     Albert A. Koch                 President
     Edward J. Stenger, Jr.         Executive Vice President
     James Selzer                   Vice President and Treasurer
     A. Kyle Braden                 Vice President and Secretary
     James Redwine                  Vice President
     David F. Head                  Vice President and Assistant
                                    Treasurer
     Scott Haeger                   Assistant Secretary

The Debtor's former officers are:

     Name                           Title
     ----                           -----
     Adil F. Mistry                 Vice President
     Anne T. Larin                  Assistant Secretary
     Anthony P. Thrubis             General Counsel
     Barbara A. Lister-Tait         Secretary
     Daniel J. Gerard               Director
     Deanna Petkoff                 Assistant Secretary
     Edward E. Peterson             Vice President
     Jean E. Caulfield              Vice President
     John K. Blanchard              Vice President and Director
     John W. Lancaster              Director
     Kelly K. Francis               Treasurer and Comptroller
     Laura R. Fitzpatrick           General Counsel
     Marilyn J. Dedyne              Vice President
     Marvin L. Swanson              Vice President
     Maurita Sutedja                Assistant Secretary
     Norma J. Early                 Assistant Comptroller
     Randell W. Outen               Director
     Raymond Wexler                 Chief Tax Officer
     Robert W. Hare                 Vice President
     William J. Mcfarland           President and Director

                       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: New GM Completes Holding Company Reorganization
---------------------------------------------------------------
General Motors Company disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission on October 23, 2009, that
it completed its holding company reorganization.

New GM Vice President, Controller and Chief Accounting Officer
Nick S. Cyprus related that the reorganization was conducted to
implement a new holding company structure that is intended to
provide greater financial and organizational flexibility.

Under the Reorganization, all of the outstanding shares of common
stock and Series A Fixed Rate Cumulative Perpetual Preferred Stock
of the prior General Motors Company were exchanged on a one-for-
one basis for shares of common stock and Series A Fixed Rate
Cumulative Perpetual Preferred Stock of a newly organized Delaware
corporation that now bears the name General Motors Company.

Mr. Cyprus explained that the New HoldCo securities were issued
solely in exchange for the securities of Prior GM in connection
with a merger pursuant to an agreement and plan of merger dated
October 15, 2009, among Prior GM, HoldCo, and GM Merger Subsidiary
Inc.  He said that the new HoldCo securities have the same
economic terms and provisions as the corresponding Prior GM
securities and are held by HoldCo securityholders in the same
class evidencing the same proportional interest in HoldCo as the
securityholders held in Prior GM.

Mr. Cyprus related that the only asset currently owned by HoldCo
is a 100% ownership interest in General Motors Holdings LLC.  As a
result of the Merger, Prior GM became a direct wholly-owned
subsidiary of Intermediate HoldCo.

Moreover, in connection with the Reorganization:

* Prior GM was converted into a limited liability company and
   renamed General Motors LLC.

* HoldCo and Prior GM entered into amended and restated warrant
   agreements assigning to HoldCo all of Prior GM's rights,
   duties and obligations under the three separate warrant
   agreements originally executed by Prior GM in July 2009 in
   connection with its acquisition of substantially all of the
   assets of Motors Liquidation Company.  The operative
   provisions of the amended and restated warrant agreements are
   substantially identical to the original warrant agreements,
   only that the amended and restated warrant agreements provide
   that the warrants issued to Motors Liquidation and the UAW
   Retiree Medical Benefits Trust are now exercisable for HoldCo
   common stock rather than Prior GM common stock.

* HoldCo entered into an agreement with Motors Liquidation and
   Prior GM relating to that certain Amended and Restated Master
   Sale and Purchase Agreement dated June 26, 2009, as amended,
   among Motors Liquidation, MLCS, LLC, MLCS Distribution
   Corporation, MLC of Harlem, Inc. and Prior GM, which provides
   that in the event that Prior GM becomes obligated under the
   Purchase Agreement to issue any adjustment shares to Motors
   Liquidation in the form of Prior GM common stock, HoldCo
   would instead issue any adjustment shares to Motors
   Liquidation in the form of an equivalent number of shares of
   HoldCo common stock.

* HoldCo, the United States Department of the Treasury, the New
   Voluntary Employee Beneficiary Association, 7176384 Canada
   Inc. and Prior GM entered into a Stockholders Agreement dated
   October 15, 2009.  The New Stockholders Agreement is
   substantially identical to the original stockholders
   agreement entered into by Prior GM, the Treasury Department,
   the New VEBA and Canada Holdings on July 10, 2009, except
   that the New Stockholders Agreement contains a provision
   terminating the original stockholders agreement.

* HoldCo, Prior GM and Intermediate HoldCo entered into
   assignment and amendment agreements with each of the U.S.
   Treasury and the New VEBA whereby Prior GM assigned its
   obligations

    (i) as borrower under the Second Amended and Restated
        Secured Credit Agreement dated August 12, 2009 with the
        U.S. Treasury, and

   (ii) as issuer under the Amended and Restated Secured Note
        Agreement dated August 14, 2009 with the New VEBA to
        Intermediate HoldCo.

   Pursuant to the assignment and amendment agreements, the UST
   Credit Agreement and the VEBA Note Agreement were amended to
   reflect the post-Reorganization corporate structure of HoldCo
   and its subsidiaries.  Moreover, under applicable assignment
   and amendment agreements, certain of the representations and
   warranties, affirmative and negative covenants and events of
   default will also apply to HoldCo under each of the UST
   Credit Agreement and the VEBA Note Agreement and HoldCo's
   activities will be limited to those incidental to the
   ownership of its subsidiaries, subject to certain exceptions.

* General Motors of Canada Limited, a subsidiary of Prior GM,
   entered into an amendment to its Second Amended and Restated
   Loan Agreement dated July 10, 2009 with Export Development
   Canada.  The EDC Amendment approved the Reorganization and
   made certain other modifications to reflect the post-
   Reorganization corporate structure of HoldCo and its
   subsidiaries.  The EDC Amendment also incorporated certain
   amendments made to the UST Credit Agreement and VEBA Note
   Agreement in August 2009 so that the EDC Amendment would be
   consistent with the corresponding provisions in the UST
   Credit Agreement and the VEBA Note Agreement.  An Event of
   Default under the UST Credit Agreement by Holdco is an Event
   of Default under the EDC Loan Agreement.

   In addition, Prior GM ratified its obligations as a guarantor
   of GMCL's obligations under the EDC Loan Agreement and
   Intermediate Holdco entered into a guarantee of GMCL's
   obligations under the EDC Loan Agreement.  Prior GM's
   guarantee of GMCL's obligations is secured by a first
   priority lien on 35% of its ownership interest in GMCL and a
   second priority lien on 65% of its ownership interests in
   GMCL.  Intermediate Holdco's guarantee of GMCL's obligations
   will be secured by a first priority lien on 35% of
   Intermediate Holdco's ownership interest in GMCL and a second
   priority lien on 65% of Intermediate Holdco's ownership
   interest in GMCL when the ownership interests in GMCL are
   transferred by Prior GM to Intermediate Holdco, which is
   expected to occur on or about November 2, 2009.

Prior GM continues to employ all U.S.-based personnel and operate
the U.S. automotive business.

Mr. Cyprus disclosed that the provisions of HoldCo's certificate
of incorporation and bylaws are substantially identical to those
of Prior GM as in effect prior to the Merger.  The board of
directors and officers of HoldCo are the same individuals who were
members of the board of directors and officers of Prior GM prior
to the Merger, he added.

                       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: Product Liability Claimants' Appeal Draws Fire
--------------------------------------------------------------
According to Law360, Motors Liquidation Co. -- what's left of the
former General Motors Corp. in bankruptcy -- has urged a federal
judge to reject an appeal from product liability claimants who say
a bankruptcy court should not have allowed General Motors LLC, or
"New GM," to buy the bankrupt automaker's assets free and clear of
their tort claims.

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: Proposes Settlement With IUE-CWA & USW
------------------------------------------------------
Pursuant to Section 363(b) of the Bankruptcy Code and Rule 9019 of
the Federal Rule of Bankruptcy Procedure, Motors Liquidation Co.
and its units ask Judge Robert Gerber of the U.S. Bankruptcy Court
for the Southern District of New York to approve a settlement
agreement they entered into with:

  (1) the GMCo/MLC-International Union of Electronic,
      Electrical, Salaried, Machine and Furniture Workers -
      Communications Workers of America; and

  (2) the United Steel Workers regarding Retiree Health Care,
      Life Insurance, Pension Top-Up.

Pursuant to the provisions of Section 1114 of the Bankruptcy Code,
Motors Liquidation Co. is continuing to pay GM's Retiree Benefit
Obligations, subject to its rights to modify or terminate these
obligations in accordance with the provisions and procedures set
forth in Section 1114.  The monthly payments attributable to the
Retiree Benefit Obligations aggregate approximately $23 million.
In connection with the payment of those benefits, MLC also has
reserved all of its rights under the settlement agreement in the
class action entitled IUE-CWA et al., v. General Motors Corp.,
including its position that the Retiree Benefit Obligations are
vested only through September 14, 2011, and thereafter could be
terminated unilaterally by MLC, without regard to the provisions
of Section 1114.

Subsequent to the entry of the order approving the sale of
substantially all of the Debtors' assets, MLC, General Motors
Company, and the Unions, serving as the authorized representatives
for purposes of Section 1114 of those persons receiving retiree
benefits pursuant to collective bargaining agreements between MLC
and each of the Unions, entered into negotiations with respect to
the continued payment of Retiree Benefit Obligations and all other
causes of action and any claim that could be asserted in the
Debtors' Chapter 11 cases with respect to the Retiree Benefit
Obligations.

Pursuant to the Settlement Agreement, MLC and GMCo have agreed to
provide certain ongoing medical benefits at a reduced level to
those IUE-CWA and USW retirees and surviving spouses who are not
eligible for Medicare benefits.  MLC and GMCo also agreed to
provide certain life insurance benefits to IUE-CWA and USW
retirees at a reduced level.  With respect to retirees who are
eligible for Medicare, MLC is granting the IUE-CWA, the USW and
any additional listed union that agrees to the applicable terms of
and agrees to participate in the Settlement Agreement, an allowed
prepetition, general unsecured claim in MLC's Chapter 11 case in
an amount equal to the union's "Percentage Share" of the aggregate
amount of $1,000,000,000.

The Allowed Claim is in full settlement of all claims that the
Union's representatives have or may have against the Debtors and
their affiliates arising out of collective bargaining agreements
relating to retiree healthcare benefits, life insurance benefits
and all other benefits and claims.  The Settlement Agreement also
provides for the withdrawal of IUE-CWA's Appeal on GM's sale of
its assets to Motors Liquidation Co.

A full-text copy of the Settlement Agreement is available for free
at http://bankrupt.com/misc/GM_Unions_Pact2009.pdf

The Court will convene a hearing to consider this motion on
November 12, 2009 at 2:00 p.m. Easter Time.  Objections will be
due by November 6.

                       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: REALM's Schedules & Statements
----------------------------------------------
A.   Real Property
     Textile Road Land, et al., Salina, NY           $5,809,952
     Greenpoint Landfill, et al., Saginaw, Michigan     991,777
     Summerfield Land, et al., Mt. Morris, Michigan     547,919
     Others                                           1,214,660

B.   Personal Property

B.2  Bank Accounts
     Citibank, N.A. - New Castle, Delaware              317,773
     JPMorgan Chase - New York, New York                 34,517
     JPMorgan Chase - New York, New York                 10,916
     JPMorgan Chase - New York, New York                  1,030

B.9  Interests in Insurance Policies               Undetermined

    A full-text copy of REALM's interests
    in insurance policies is available at:
    http://bankrupt.com/misc/realm_salb9.pdf

    TOTAL SCHEDULED ASSETS                           $8,928,544
      =========================================================

D.   Creditors Holding Secured Claims
     U.S. Treasury & Export Development Canada   $1,175,000,000

E.   Creditors Holding Secured Claims
     Charter Twp. Of Genesee                             23,468
     Charter Township of Ypsilanti                       14,461
     Charter Township of Flint                            5,477
     Washtenaw County Treasurer                           4,523
     Town of Framingham                                   2,403
     City of Saginaw, Treasurer                             734
     City of Mt. Morris                                     525

F.   Creditors Holding Unsecured Non-priority Claims
     Trade Claim - Conestoga-Rovers & Assoc.            380,998
     Trade Claim - Arcadis BBL                          150,135
     Others                                             131,980

    A list of REALM'S Unsecured Non-Priority
    Creditors -- consisting of claimants asserting
    Trade Payables, Environmental Liabilities and Other
    Unsecured Liabilities -- is available at no charge at:
    http://bankrupt.com/misc/realm_salf.pdf

    TOTAL SCHEDULED LIABILITIES                  $1,175,714,704
    ===========================================================

Schedules of the executory contracts and unexpired leases to which
REALM is a party is available for free at:

              http://bankrupt.com/misc/realm_salg1.pdf

During the two years immediately preceding the Petition Date,
Remediation And Liability Management Company, Inc., generated
income from employment or the operation of its business in these
amounts:

                                                    Year-to-Date
                      2007           2008            (08/31/09)
                      ----           ----           ------------
  Other Income     $2,314,479      $795,886            $83,246

Within 90 days to the Petition Date, REALM paid an aggregate of
$1,023,992 to 15 creditors, a schedule of which is available for
free at http://bankrupt.com/misc/realm_sofa3b.pdf

REALM'S former officers or insiders were employed by the Debtor's
parent, Motors Liquidation Company.  The Insiders' support of the
Debtor was generally a small percentage of their overall
commitment to MLC.  Compensation or salary and other related
Payments to the Insiders were made by MLC, according to David F.
Head, vice president and assistant treasurer at REALM.

Mr. Head adds that the REALM routinely incurs losses, including
casualty or lawsuits in the ordinary course of business.  The
Debtor is not aware of any material losses within the one year
immediately preceding the Petition Date or since the Petition
Date.

In addition, the Debtors routinely incur setoffs from third
parties during the ordinary course of business.  Setoffs in the
ordinary course can result from various items, including setoffs
of mutual prepetition obligations between a Debtor and a
counterparty (i) that have been consented to by a Debtor in the
ordinary course of business as part of a periodic reconciliation
of accounts between them, and that did not involve cross-affiliate
or triangular setoffs, and (ii) as to which the counterparty has
paid in full all amounts due to the Debtor relating to the
Accounts.

"These Normal Setoffs are consistent with the ordinary course of
business in the Debtor's industry and can be particularly
voluminous, making it unduly burdensome and costly for the Debtor
to list all them," Mr. Head discloses.

On July 31, 2007, REALM had received notice from MDEQ Waste and
Hazardous Materials Division in Lansing, Michigan, that it may be
potentially liable for environmental law.  Within the period from
October 1992 to August 2007, the Debtor provided notice to these
governmental units regarding release of hazardous materials.

Mr. Head notes that REALM is a party to the judicial or
administrative proceedings relating to these sites:

  * 59 Linden Road Landfill
    1200 South Linden Road
    Flint, Michigan

  * Bay City Middleground Landfill
    2300 Evergreen Drive
    Bay City, Michigan

  * Coldwater Road Fmr Wwtp
    6220 Horton Street
    Flint, Michigan 48505

  * Delphi Chassis-Livonia Groundwater
    12950 Eckles Road
    Livonia, Michigan 8150

  * Former GM Foundry Landfill
    aka Danville Landfill
    I 74 & G Street
    Danville, Illinois 61832

  * Gmpt - Bay City/Crotty Street
    aka Bay City Powertrain
    100 Fitzgerald Street
    Bay City, Michigan 48708-5460

  * Green Point/Saginaw Malleable Iron
    77 West Center Street
    Saginaw, Michigan

  * Ley Creek Pcb Dredgings Site
    Subsite of Onondaga Lake
    Superfund Site, Factory Avenue
    Salina, New York 13209

  * Peregrine-Coldwater Rd. (Plant)
    Aka Coldwater Road Landfill
    1245 E. Coldwater Rd.
    Flint, Michigan

  * Textile Road Site
    Bunton & Textile Roads
    Ypsilanti Twp, Michigan

James Selzer and Nicholas S. Cyprus, as bookkeepers and
accountants, kept or supervised the keeping of REALM's books and
records within two years prior to the Petition Date.  Mr. Selzer,
was in possession of the Debtor's books and records as of the
Petition Date.

Deloitte & Touch LLP, with address at 600 Renaissance Center,
Suite 900 in Detroit, Michigan, audited the Debtor's books and
records, or prepared a financial statement for the Debtor within
two years immediately preceding the Petition Date.

Mr. Head explains that at the end of each of their fiscal quarters
and fiscal years and upon the occurrence of significant events,
the MLC, as the REALM's Parent, prepared and filed with the U.S.
Securities and Exchange Commission Forms 10-K, 10-Q, and 8-K,
containing financial information relating to the Debtor.  Because
the SEC Filings are publicly available, the Debtor does not
maintain records of the parties who requested or obtained copies
of any of the Filings from the SEC or Debtors.

In addition, the Debtor has also historically provided banks,
auditors, potential investors, customers and financial advisors,
financial statements that may not be part of a public filing.  The
Debtors do not maintain complete lists to track such disclosures,
according to Mr. Head.

These stockholders at REALM directly or indirectly own, control,
or hold 5 percent of more of the voting or equity securities of
the corporation:

  Name                       Title
  ----                       -----
  Albert A. Koch             President
  Edward J. Stenger, Jr.     Executive Vice President
  James Selzer               Vice President, Treasurer
  A. Kyle Braden             Vice President, Secretary
  James Redwine              Vice President
  David F. Head              Vice President, Assistant Treasurer
  Scott Haeger               Assistant Secretary

Within one year to the Petition Date, these officers or directors
terminated their relationship with REALM:

  Name                       Former Title
  ----                       ------------
  Adil F. Mistry             Vice President
  Anne T. Larin              Assistant Secretary
  Anthony P. Thrubis         General Counsel
  Barbara A. Lister-Tait     Secretary
  Daniel J. Gerard           Director
  Edward E. Peterson         Vice President
  Jean E. Caulfield          Vice President
  John K. Blanchard          Vice President
  John K. Blanchard          Director
  John W. Lancaster          Director
  Kelly K. Francis           Treasurer
  Kelly K. Francis           Comptroller
  Laura R. Fitzpatrick       General Counsel
  Marilyn J. Dedyne          Vice President
  Marvin L. Swanson          Vice President
  Maurita Sutedja            Assistant Secretary
  Norma J. Early             Assistant Comptroller
  Randell W. Outen           Director
  Raymond Wexler             Chief Tax Officer
  Robert W. Hare             Vice President
  William J. Mcfarland       President
  William J. Mcfarland       Director

                       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: Weil Gotshal to Provide Services to New GM
----------------------------------------------------------
Motors Liquidation Co., formerly General Motors Corp., previously
hired Weil, Gotshal & Manges LLP, as counsel in its Chapter 11
cases.

Stephen A. Karotkin, Esq., a member of Weil, Gotshal & Manges LLP,
in New York, in his second supplemental affidavit, tells the Court
that in view of WG&M's unique knowledge base and experience by
reason of its historical representation of the Debtors and in
connection with the closing of the 363 Transaction, General Motors
LLC, formerly General Motors Company, desires to engage WG&M to
continue to perform professional services relating to the ongoing
enterprise that are not adverse to the Debtors and may enhance the
value of GM LLC and, thereby, inure to the benefit of the Debtors
as the owners of 10% of the equity interests in GM LLC and
warrants to require additional equity.

WG&M also would continue to serve as attorneys for the Debtors and
perform all professional services required by the Debtors in
connection with the administration of the Debtors' Chapter 11
cases.  GM LLC would be responsible for the costs and expenses of
its engagement of WG&M.

The principal matters as to which WG&M has performed services
relating to GM LLC in connection with the consummation of the 363
Transaction as well as those areas where it is contemplated that
WG&M will continue to perform legal services to GM LLC on an
ongoing basis are:

A. Services Related to Consummation of 363 Transaction

* Financing arrangements relating to GM LLC entered into in
   connection with the closing of the 363 Transaction
   including (a) an approximate $7 billion secured facility
   representing a portion of the Debtors' debtor in possession
   financing facility assumed by GM LLC, (b) an approximate
   $1.288 billion secured facility representing a portion of
   loans previously made by Economic Development Canada to
   General Motors of Canada Limited and assumed by GM LLC and its
   subsidiaries, (c) an approximate $3.887 billion credit
   facility provided by EDC to GMCL; and (d) a $2.5 billion
   secured note agreement with the UAW Retiree Medical
   Benefits Trust;

* Issues in connection with the assumption and assignment of
   executory contracts and unexpired leases under the MPA,
   including resolution of cure amount disputes and other
   related matters; and

* All matters relating to Delphi Corporation, including the
   purchase of assets from Delphi and the resolution of its
   Chapter 11 cases;

B. Ongoing Services Projected to be Provided to GM LLC

* Continued representation with respect to the 363 financing
   transactions, including covenant monitoring, reporting,
   amendments and various post-closing matters;

* Potential new financings or refinancings of GM LLC and/or its
   affiliates;

* Participation in the automotive supplier liquidity program;

* All matters relating to Delphi;

* Executory contracts and unexpired leases to be assumed and
   assigned to GM LLC under the MPA;

* Representation of GM LLC in connection with the structure and
   placement of directors' and officers' insurance and related
   coverage;

* The implementation of the MPA, including any litigation with
   third parties in connection therewith;

* GM LLC's international operations; and

* Other matters specifically requested by GM LLC from time to
   time which are not adverse to the Debtors.

Mr. Karotkin reiterates that WG&M is as "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.
WG&M does not hold or represent interest adverse to the Debtors or
their estates in the matter upon which WG&M is to be employed, Mr.
Karotkin maintains.

                       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).


GHOST TOWN: Disclosure Statement Hearing on November 24
-------------------------------------------------------
The Hon. George R. Hodges of the U.S. Bankruptcy Court for the
Western District of North Carolina has set a hearing to consider
approval of the disclosure statement explaining Ghost Town
Partners, LLC's Chapter 11 Plan on Nov. 24, 2009 at 09:30 a.m.
The hearing will be held at the U.S. Courthouse, Main Courtroom,
First Floor, 100 Otis Street, Asheville, North Carolina.
Objections, if any, are due on Nov. 17, 2009.

According to the Disclosure Statement, the Plan provides for the
distribution to creditors of the Debtors' assets and revenue from
ongoing operations as a going concern, including all proceeds from
normal park operations, any additional third party revenue through
joint ventures or strategic alliances well as advertising revenue.
Additionally, although unable to predict outcome of any recovery
of company assets both monetary and nonmonetary arising from
potential claims or causes of action pending, any and all realized
recovery will be to the further benefit of the plan participants
and park operations as a whole.

The Debtor proposes to pay administrative claims, priority tax
claims and other priority claims and secured claims in full or
otherwise satisfied appropriately.  Other classes will be treated
as detailed in the Plan.

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

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

A full-text copy of the Company's Chapter 11 Plan is available for
free at:

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

Based in Waynesville, North Carolina, Ghost Town Partners, LLC,
operates an amusement park.  The Debtor filed for Chapter 11
protection on March 11, 2009 (Bankr. W.D.N.C. Case No. 09-10271).
David G. Gray, Esq., at Westall, Gray, Connolly & Davis,
P.A., and William E. Cannon, Jr., at Brown, Ward & Haynes P.A.,
represent the Debtor in its restructuring efforts.  In its
bankruptcy petition, the Debtor listed total assets of $13,035,300
and total debts of $12,305,672.


GKL LLC: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: GKL, LLC
        3905 Northlake Blvd.
        West Palm Beach, FL 33403

Bankruptcy Case No.: 09-33095

Chapter 11 Petition Date: October 25, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Barry P. Gruher, Esq.
                  200 E Broward Blvd., # 1110
                  Ft Lauderdale, FL 33301
                  Tel: (954) 453-8000
                  Email: bgruher@gjb-law.com

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

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

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

             http://bankrupt.com/misc/flsb09-33095.pdf

The petition was signed by Kevin W. Dalton, managing member of the
Company.


GPX INTERNATIONAL: Files for Chapter 11 Reorganization
------------------------------------------------------
GPX International Tire Corporation announced October 27 that it
has filed for reorganization under Chapter 11 of the United States
Bankruptcy Code.  The court filing will only affect GPX and not
its foreign subsidiaries.  Dynamic Tire Corp.; GPX Tyre South
Africa (Pty.); Starbright Group, Inc.; Hebei Starbright Tire Co.,
Ltd.; and EastStar Global Tianjin, Inc. are not filing bankruptcy
and will continue to operate in the normal course.  The purpose of
the reorganization is to separate the Company's operations into
three distinct businesses in order to facilitate the sales of
those businesses in transactions which will allow 95 percent of
the Company's current North American workforce to remain employed.
Some job eliminations may arise from redundancies in corporate
functions.  As a result of the reorganization, the Company will
wind down its European operations.  During the Chapter 11
proceedings, GPX will continue to manufacture and distribute tires
and service its valued customers.  The strategic buyers identified
by the Company are established entities in the global tire
industry. The Company expects to complete the sales by December
31, 2009, pending approval by the bankruptcy court. During the
reorganization, GPX intends to seek court approval to sell the
company's businesses in three transactions:

    * Alliance Tire Corporation will acquire GPX's U.S.
operations, including its assets, customer relationships,
warehouse footprint, worldwide rights to the Galaxy and Primex
brands, the Company's medium radial truck tire distribution
business and the Company's South African entity, GPX Tyre South
Africa (Pty.). Alliance is a global leader specializing in the
development, manufacture and sale of highly engineered
agricultural, forestry, construction and earthmover tires
worldwide. Alliance manufactures in Israel and has recently
completed a state of the art factory in India. Alliance will
continue to market Galaxy, Primex, other GPX brands, and medium
radial truck tires to GPX's customer base. GPX customers will
benefit from the complementary strengths of the Alliance and GPX
product lines, particularly in the agricultural and construction
tire segments. Alliance will continue to source products from
GPX's valued network of manufacturers in China and elsewhere. The
combination of the Alliance and GPX manufacturing resources
provides Alliance with a large, diverse, and highly flexible
global sourcing platform that is capable of providing competitive
products in all segments of the off-the-road tire industry in
North America and throughout the world.

    * Dynamic Tire Corp., the company's Canadian subsidiary, will
become a separate entity engaged in the sale and distribution in
Canada of Galaxy and Primex brand off-the-road tires, the sale and
distribution of medium radial truck and passenger car tires, and
private label sourcing. It will be acquired by a management buyout
team led by Robert Sherkin and Peter Koszo. Once the Dynamic sale
has been approved by the courts, Dynamic intends to continue to
market Galaxy, Primex, other GPX/Dynamic brands, and medium radial
truck tires in Canada. Dynamic will continue to operate this
business, purchase tires from longstanding suppliers and provide
customers with a high level of customer service as it has done in
the past.

    * The Company also intends to pursue the sale of its Solid
Tire business as well as its Gorham, ME; Red Lion, PA; and Hebei,
China manufacturing facilities subject to approval by the
bankruptcy court. GPX intends to continue to operate this business
unit pending its sale. The Company is actively working with a
potential buyer for this business and expects to have definitive
agreements in place prior to closure of the other sales.

The Chapter 11 filing comes after a Department of Commerce
(Commerce) Antidumping/Countervailing Duty (AD/CVD) inquiry
commenced in June 2007 that resulted in crippling (44%) duties
levied against GPX's Starbright facility while leaving all other
major Chinese off-the-road tire manufacturers with nominal or
manageable duties. After vigorously responding to Commerce's
inquiry and filing an appeal of the final duties, the U.S. Court
of International Trade ruled on September 18, 2009, that
Commerce's application of its AD/CVD methodologies in calculating
Starbright's duties was "unreasonable" and therefore "unlawful."
Furthermore, the Court ruled that Commerce's decision "was
arbitrary and capricious and unsupported by substantial evidence."
Even though the U.S. Court of International Trade ruled in favor
of GPX on appeal, the high level of duties set by Commerce in
September 2008 had a devastating and irreversible financial impact
on the Starbright manufacturing facility and on GPX as a whole.
Accordingly, GPX does not have the ability to wait for a final
decision on the duties before completing the sale process.

"The U.S. government's decision to impose extraordinarily punitive
AD/CVD duties on GPX's Starbright manufacturing facility in China
has prompted the difficult decision to sell GPX's business to
third parties," said Craig Steinke, President and CEO of GPX. "The
buyers we have identified are well established in the global tire
industry and are positioned to further invest in these brands,
grow the business and provide exceptional service to our customer
base. The Company's longstanding tradition of innovation through
research and development, superior level of service, and product
quality will continue with these new owners. We feel very
confident that this will be a positive and smooth transition for
our employees, customers and suppliers." Management expects these
transactions to be finalized before the end of 2009.

                      About GPX International

GPX International Tire Corporation is one of the largest
independent global providers of specialty "off-the-road" tires for
the agricultural, construction, materials handling and
transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in North
America, China, Canada, and Germany.  A third generation family-
owned business, GPX and its predecessor companies have been in
business since 1922.

GPX is represented in U.S. Bankruptcy Court by attorneys Harry
Murphy of Hanify & King, P.C. and Peggy Farrell of Hinckley Allen
& Snyder LLP as corporate counsel.  TM Capital Corp. serves as
investment banker to GPX in connection with these transactions and
Argus Management Corporation serves as restructuring advisor to
GPX.


GPX INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: GPX International Tire Corporation
        730 Eastern Avenue
        P.O. Box 70
        Malden, MA 0214

Bankruptcy Case No.: 09-20170

Type of Business: The Debtor makes and distribute tires.

                  See http://www.gpxtire.com/

Chapter 11 Petition Date: October 26, 2009

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Harold B. Murphy, Esq.
                  bankruptcy@hanify.com
                  Christian J. Urbano, Esq.
                  cju@hanify.com
                  Hanify & King, P. C.
                  One Beacon Street, 21st Floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617)556-8985

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
US Customs and Border Protection                 $5,662,973
301 E. Ocean Blvd. Ste. 620
Long Beach, CA 90802
Tel: (562) 628-7900

Tainjin United Tire and Rubber                   $1,756,303
The 3rd Floor, Gate 4
Nanpu Building Pukou Road
Hexi District Tianjin
300203 China
Tel: 86-22-23022731

Airboss of America Corp.                         $1,411,748
101 Glasgow Street
Kitchener Ontario
N2G4X8, Canada
Tel: (519) 576-5565

Huaian Lingxing Steel Wheel MA                   $278,354

Sutong CTR Inc.                                  $223,605

Duro Tire Corporation                            $222,768

Denman Tire Corp.                                $160,741

Guizhou Tyre I/E Corp.                           $115,004

Changzhou Yangs Mould Co. Ltd.                   $94,721

Handway (HK) Consolidation                       $60,818

Coim USA Inc.                                    $48,239

Chemtura Corporation                             $45,760

Jiangsu Changzhou Wujin Sunan                    $37,082

Qingdao Seagift International                    $35,403

Eastern Fire Protection                          $31,851

Fedex National LTL                               $31,649

Sunburst Truck Lines Inc.                        $29,354

KW Receivables                                   $28,641

Carpenter Co.                                    $28,603

OTR Wheel Engineering                            $26,843

The petition was signed by Craig Steinke, president and chief
executive officer.


GRAY TELEVISION: Fidelity Funds Disclose 11.335% Stake
------------------------------------------------------
Fidelity Management & Research Company in Boston, Massachusetts, a
wholly owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act of
1940, is the beneficial owner of 4,858,397 shares or 11.335% of
the Common Stock outstanding of Gray Television Inc. as a result
of acting as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of 1940.

The ownership of one investment company, Fidelity Leveraged
Company Stock Fund, amounted to 2,401,344 shares or 5.603% of the
Common Stock outstanding.  Fidelity Leveraged Company Stock Fund
has its principal business office at 82 Devonshire Street, Boston,
Massachusetts 02109.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 4,858,397
shares owned by the Funds.

Gray Television, Inc. -- http://www.gray.tv/-- is a television
broadcast company headquartered in Atlanta, GA.  Gray currently
operates 36 television stations serving 30 markets.  Each of the
stations are affiliated with either CBS (17 stations), NBC (10
stations), ABC (8 stations) or FOX (1 station).  In addition, Gray
currently operates 38 digital second channels including 1 ABC, 4
Fox, 7 CW, 16 MyNetworkTV and 1 Universal Sports Network
affiliates plus 8 local news/weather channels and 1 "independent"
channel in certain of its existing markets.

                     Potential Covenant Breach

Gray Television has warned that based on its financial projections
it is likely not to be in compliance with the leverage ratio under
its senior credit facility as of March 31, 2010.

Effective as of March 31, 2009, the Company amended its senior
credit facility.  The terms of the amended senior credit facility
include, but are not limited to, an increase in the maximum ratio
allowed under the leverage ratio covenant for the year ending
December 31, 2009, a general increase in the restrictiveness of
the remaining covenants and increased interest rates.

Gray said without the amendment, it would not have been in
compliance with the leverage ratio covenant and such noncompliance
would have caused a default under the agreement.  This amendment
increased Gray's cash interest rate by 2% per annum (200 basis
points) and beginning April 1, 2009, requires an additional 3% per
annum (300 basis point) facility fee.  For the period beginning
April 4, 2009 and ending April 30, 2010, the annual facility fee
for the term loan and the revolving loan will accrue and be
payable on the respective term loan and revolving loan maturity
dates.  For the period beginning after April 30, 2010, and for the
remaining term of the senior credit facility, the annual facility
fee will be payable in cash on a quarterly basis and interest will
accrue at an annual rate of 6.5% on the facility fee balance
accrued as of April 30, 2010.

                Series D Perpetual Preferred Stock

The Company did not fund the Series D Perpetual Preferred Stock
cash dividend payments due on January 15, 2009, April 15, 2009 or
July 15, 2009, that had accumulated for the three-month periods
ended December 31, 2008, March 31, 2009 and June 30, 2009.
Dividends on the Series D Perpetual Preferred Stock accrued at
12.0% per annum through December 31, 2008 after which the dividend
rate increased to 15.0% per annum.  The accrued Series D Perpetual
Preferred Stock dividend balance as of June 30, 2009, was
$10.5 million.  The deferral of dividend payments is allowable
under the terms of the Series D Perpetual Preferred Stock.

The Company said it can provide no assurances when any
future cash payments will be made on any accumulated and unpaid
Series D Perpetual Preferred Stock cash dividends presently in
arrears or that become in arrears in the future.  The Series D
Perpetual Preferred Stock has no mandatory redemption date but may
be redeemed at the stockholders' option on or after June 30, 2015.
The deferral of paying cash dividends on the Series D Perpetual
Preferred Stock and the corresponding suspension of paying cash
dividends on the common and Class A common stock was made to
reallocate cash resources to support the Company's ability to pay
increased interest costs or fees associated with the amendment to
its senior credit facility.


GREENSTONE RESOURCES: Erin Ventures Acquires Santa Rosa Gold Mine
-----------------------------------------------------------------
Erin Ventures Inc. has entered into an agreement to purchase
majority control of the assets of the Santa Rosa Gold Mine in
Panama.

The Santa Rosa Mine was opened for commercial production by
Greenstone Resources Ltd. in 1996 and operated through 1998.  Gold
production at Santa Rosa during this period totaled 109,002 ounces
at an average cash operating cost of approximately US$285 per
ounce.  Greenstone's production facilities were designed to
operate at a capacity of 60,000 ounces per year using standard
open pit mining methods and heap leach processing methods.

A combination of low gold prices, a substantial debt load, and
multiple underperforming projects, resulted in the orderly
shutdown of the Santa Rosa Mine early in 1999 and the eventual
bankruptcy of Greenstone.

At shutdown, Greenstone calculated the remaining resource in place
at Santa Rosa to be in excess of 900,000 ounces of gold at a grade
averaging approximately 1.3 grams per tonne, using a gold price of
$350 per ounce.

The main terms of the agreement are:

    1.   Erin in conjunction with Pageland Minerals Ltd agree
         to collectively purchase 100% of the assets of the
         Santa Rosa Mine, including the land title, mineral
         rights, buildings, equipment and historic exploration
         and production data from Canazas Mining Company, a
         Panamanian Corporation comprised of former workers at the
         Santa Rosa Mine, for a total of US$1,550,000.

    2.   Erin will retain an undivided 75% interest and Pageland
         will retain an undivided 25% interest in the
         Santa Rosa Mine, with each partner responsible for
         their prorata share of the purchase price and the
         payments and expenditures going forward.

    3.   Erin shall act as operator of the mine.

    4.   A US$75,000 down payment was made to Canazas at the
         time of signing of the agreement.

    5.   A second payment of $75,000 is due upon the completion
         of transfer of land title at Santa Rosa.

    6.   US$500,000 becomes due and payable when the mineral
         rights and mining permits associated with the
         Santa Rosa Mine have been reestablished by the
         Panamanian government and granted exclusively to
         Canazas.

    7.   A second payment of US$500,000 is payable 90 days
         after the first payment of $500,000.

    8.   A final payment of US $400,000 is payable 180 days
         after the first payment of $500,000.

    9.   Canazas will receive the 10% of the net profits of the
         operations of Santa Rosa Mine.  Net profits are defined
         as gross revenues less direct and indirect operating,
         recovery, mining and smelting costs, general and
         administrative expenses, interest, taxes and royalties
         and all other expenses relating to operating of Santa
         Rosa Mine.

    10.  Erin agrees to transfer title to the land back to
         Canazas when mining operations are complete.

Erin intends to use a due diligence period to advance the project
to a NI-43-101 compliant resource, and to develop plans to bring
the project back into production, building on Greenstone's
historic production.

Erin intends to pay a finder fee in connection with this
transaction of 1,000,000 shares, subject to TSX approval.

                         Santa Rosa Mine

The Santa Rosa gold deposit is located near the village of Canazas
in Veraguas Province, Panama, approximately 300 kilometres
southwest of Panama City.  Access to the site is via paved road
from the paved Pan American Highway.  These roads are suitable for
the transportation of major project components. Canazas itself is
15 kilometres north of the Pan American Highway and 300 kilometres
southwest of Panama City.  The Santa Rosa project (the "Santa Rosa
Mine") has two components: the Santa Rosa deposit and the Alto de
la Mina ("ADLM") deposit.  Project feasibility was completed in
October 1993 for gold production using heap leach methods on the
ore produced by open pit mining methods.  Construction of the
project occurred during 1994 and 1995.  Commercial production at
Santa Rosa was achieved in the second quarter of 1996.

                    About Greenstone Resources

Headquartered in Toronto, Ontario, Greenstone Resources Ltd.
(Nasdaq:GRERF.PK) owned gold operations in Honduras and
Nicaragua.

At a meeting of the company's creditors held on Jan. 25, 2007, to
consider the amended consolidated plan of arrangement, the
required majority of the company's creditors present and voting at
the meeting accepted the plan of arrangement.

Shimmerman Penn Title & Associates Inc., trustee of the bankruptcy
estate of Greenstone Resources Ltd., advised that the
implementation of the plan of arrangement is subject to various
conditions, including obtaining certain regulatory approvals.


HANGER ORTHOPEDIC: Net Income Up 31.4% to $2.3-Mil. in Q3
---------------------------------------------------------
Hanger Orthopedic Group, Inc. reported net sales of $192.3 million
for the quarter ended September 30, 2009, an increase of
$13.6 million, or 7.6%, from $178.7 million in the prior year.
Earnings per share for the third quarter of 2009 were $0.30 per
diluted share compared to $0.23 per diluted share for the same
period in 2008.

The $13.6 million, or 7.6%, sales increase for the quarter ended
September 30, 2009 was primarily the result of a $6.7 million, or
4.3%, increase in same-center sales in our patient care centers, a
$2.1 million, or 10.0%, increase in sales of the Company's
distribution segment and a $4.8 million increase principally
related to sales from acquired entities.  The combination of
increased sales and effective expense management resulted in
income from operations increasing $3.5 million, or 17.4%, to
$23.8 million for the third quarter of 2009, compared to last
year.

Net income increased $2.3 million, or 31.4%, to $9.6 million in
the third quarter of 2009 from $7.3 million last year.  In
addition to improved income from operations, net income benefited
from lower variable interest cost in the third quarter of 2009.

Net sales for the nine months ended September 30, 2009 increased
by $37.4 million, or 7.2%, to $555.0 million from $517.6 million
last year.  The sales increase was principally the result of a
$19.2 million, or 4.3%, increase in same-center sales in our
patient care centers, a $5.0 million, or 8.1%, increase in sales
of the Company's distribution segment and a $13.2 million increase
principally related to sales from acquired entities.

As was the case for the quarter, the growth in sales and expense
management helped increase income from operations by $7.2 million,
or 12.9%, to $63.0 million for the nine months ended September 30,
2009 compared to the same period last year.  Operating income as a
percentage of sales increased to 11.4% for the nine months ended
September 30, 2009 compared to 10.8% in the same period of 2008.

Net income applicable to common stock for the nine months ended
September 30, 2009 increased by 27.9% to $24.2 million, or $0.76
per diluted share, compared to pro forma net income applicable to
common stock of $18.9 million, or $0.60 per diluted share, in the
prior year.  In addition to improved income from operations, net
income benefited from lower variable interest costs during 2009.
The pro forma results for the nine months ended September 30, 2008
assume that the one-time, in-kind preferred stock dividend
described below occurred and the preferred stock was converted to
common stock at the beginning of the period.  Net income
applicable to common stock for the nine months ended September 30,
2008 on a GAAP basis was $13.2 million, or $0.52 per diluted
share.

Cash from operations for the three months ended September 30, 2009
was $25.4 million, a $3.1 million, or 13.9% increase, compared to
2008.  The improvement was primarily the result of improved
operating results and a $0.8 million decrease in working capital.
Days sales outstanding were reduced by 3 days to a record low of
47 days as of September 30, 2009 from 50 days as of September 30,
2008.

As of September 30, 2009, $76.1 million, or 18.6%, of the
Company's total debt of $409.7 million was subject to
variable interest rates.  The Company had total liquidity of
$131.2 million, comprised of $78.4 million of cash and
$52.8 million available under its revolving credit facility at
September 30, 2009.  On October 23, 2009, Barclays Bank replaced
$10.0 million of the $17.8 million defaulted Lehman commitment
under the revolving credit facility, which increases the current
amount available under the credit facility to $62.8 million.  The
Company believes that it has sufficient liquidity to conduct its
normal operations and fund its acquisition plans in 2009.

The Company is reaffirming its full year 2009 sales guidance of
$750 to $760 million and increasing its 2009 diluted EPS guidance
of $1.02 to $1.04 to $1.05 to $1.07.

"We are very pleased with our third quarter results, as they
exceeded our expectations, represented solid operational execution
and generated strong cash flow," commented Thomas F. Kirk,
President and Chief Executive Officer of Hanger Orthopedic Group.
Mr. Kirk added, "Patient care centers revenues grew at 6.6% and
our efforts on expense management continue to be reflected in our
results.  Since the third quarter of last year, we have improved
operating margins for the quarter by 100 basis points to 12.4%. We
are also extremely pleased with the added commitment to our
revolver and liquidity, because it reflects the confidence our
lenders have in our consistent execution.  I am proud of our
teams' efforts in this economic environment and we are actively
monitoring the proposed health care reforms and how they could
impact our future prospects."

In June 2008, the Company's common stock performance triggered an
acceleration of preferred stock dividends as a result of the
Company's average closing price of its common stock price
exceeding the Company's forced conversion price of the Series A
Convertible Preferred Stock by 200% for a 20-trading day period.
This event accelerated the payment of these dividends due from the
time of the event through May 26, 2011.  The accelerated dividends
were paid in the form of increased stated value of preferred
stock, in lieu of cash.  As a result, the Company recorded an in-
kind dividend on its preferred stock of $5.3 million in the
quarter ended June 30, 2008, which represented 0.7 million
additional common shares on an as-converted basis.

                      About Hanger Orthopedic

Headquartered in Bethesda, Maryland, Hanger Orthopedic Group Inc.
(NYSE: NYSE: HGR) -- http://www.hanger.com/-- is a provider of
orthotic and prosthetic patient care services.  Hanger owns and
operates 636 patient care centers in 45 states and the District of
Columbia, with over 3,500 employees including 1060 practitioners.

                          *     *     *

As reported by the Troubled Company Reporter on Aug. 4, 2009,
Moody's Investors Service upgraded the ratings of Hanger
Orthopedic Group, Inc., including the Corporate Family Rating and
Probability of Default Rating to B1 from B2.  Moody's also
upgraded the senior secured credit facility to Ba2 from Ba3 and
the unsecured notes to B3 from Caa1.  Moody's also changed the
outlook to stable from positive.


HAWAIIAN AIRLINES: Pilots Want Out of Mediations
------------------------------------------------
Hawaiian Airlines pilots represented by the Air Line Pilots
Association, Int'l (ALPA), declared that they believe their
contract negotiations are at an impasse and asked the federal
government to release them from mediation, a process that could
start the clock for a future pilots' strike at the airline.

In a letter sent to the National Mediation Board on behalf of the
Hawaiian pilots, ALPA President John Prater outlined three years
of stalled negotiations where HAL management has repeatedly
demanded contract concessions from its workers while the airline
soared to unprecedented profits and richly rewarded its senior
executives.

"The company continues to insist that its present business plan
requires significant sacrifice from pilots and other employees.
That position is not justified by either the competitive
environment, the Company's place in the industry, or its present
financial condition," Mr. Prater said.  "There is simply no reason
to believe that the Company will change its position without the
imposition of a deadline and the possible release from mediation.
The Association believes that further mediation is not likely to
lead to an agreement and that further bargaining, in the absence
of a proffer, will be futile."

ALPA formally requested that the NMB end its mediation efforts and
issue a Proffer of Arbitration to both parties.  If the Board
makes a proffer and either ALPA or Hawaiian declines to enter
binding arbitration, the two sides would be released from
mediation and will enter a 30-day cooling-off period after which
the parties are free to take self-help.  At that point Hawaiian's
pilots could strike.

Capt. Eric Sampson, chairman of ALPA's Hawaiian group, said the
final straw came last week, when the company announced a
$30.7 million net profit for the 3rd quarter of 2009 at the same
time they asked pilots, in large part, to fund pay increases with
productivity savings and work rule changes.  The company continued
its track record as one of the most successful airlines in the
United States and put it on target to record over a $100 million
profit for the year.

With that profit, like last year, company executives will share
millions of dollars in bonus money -- enough, in fact, to fund the
contract improvements ALPA is seeking.  The bonuses and awards
that Hawaiian gave to just its top five executives in 2008 are
almost double the amount ALPA has asked for in 2010 pay raises for
its more than 400 HAL pilots.  HAL CEO Mark Dunkerley alone
received a 42 percent increase in his total compensation in 2008.

"Our pilots have worked under a bankruptcy-era contract for almost
five years, while the airline made more and more money.  Every
time the Company needed help, we stepped up to the plate," Mr.
Sampson said.  "We helped them emerge from bankruptcy, we made
acquiring new Airbus A-330s possible by agreeing to fly those
larger planes for the same rate we fly our current Boeing
aircraft, and we waived work rules to fly more hours so the
Company could fill the void left when Aloha and ATA stopped
flying."

"To us, 'ohana' and 'aloha' aren't just company marketing slogans.
They mean something.  We've had enough and we're stating simply
that pilots and other employees have to be rewarded the same way
that management rewards itself for the Company's unprecedented
success and extraordinary financial performance," Mr. Sampson
stated.

In a strike authorization vote taken earlier this fall, 98 percent
of participating HAL pilots gave their leadership the go-ahead to
declare a strike if the NMB releases ALPA to self-help.  It would
be the first walkout in Hawaiian's 80-year history.

Founded in 1931, ALPA -- http://www.alpa.org.-- is the world's
largest pilot union, representing nearly 54,000 pilots at 36
airlines in the United States and Canada, including more than 400
Hawaiian pilots.

                  About Hawaiian Airlines

Hawaiian Airlines, Inc. -- http://www.hawaiianair.com/-- a
subsidiary of Hawaiian Holdings Inc. (Amex: HA), provides
passenger air service between the U.S. mainland and Hawaii.  The
company also offers nonstop service to Hawaii from more U.S.
gateway cities than any other airline, as well as service to the
Philippines, Australia, American Samoa, and Tahiti.  Hawaiian also
provides approximately 145 daily jet flights among the Hawaiian
Islands.

Hawaiian Airlines filed for bankruptcy in 2003 (Bankr. D. Hawaii.
Case No. 03-00827).  It emerged from Chapter 11 in June 2005.


HCA INC: KKR Millennium Holds 97.3% Stake Thru Hercules Holding
---------------------------------------------------------------
KKR Millennium Fund L.P. and various affiliates disclose holding
beneficial ownership of 91,845,692 shares or roughly 97.3% of HCA
Inc. common stock as of October 1, 2009.

The shares held represents the aggregate number of shares of
common stock of HCA Inc. held by Hercules Holding II, LLC, the
parent of HCA Inc.

The units of Hercules Holding II are held by a private investor
group, including affiliates of each of Bain Capital Investors,
LLC, Kohlberg Kravis Roberts & Co. L.P. and Merrill Lynch Global
Private Equity and affiliates of Dr. Thomas F. Frist, Jr., the
founder of HCA Inc., all of whom are parties to the limited
liability company agreement of Hercules Holding II.  On January 1,
2009, Merrill Lynch & Co., Inc., the parent of Merrill Lynch
Global Private Equity, was acquired by Bank of America
Corporation.  Prior to the acquisition of Merrill Lynch & Co.,
Inc. by Bank of America, affiliates of Bank of America also held
certain units of Hercules Holding II and were parties to the
limited liability company agreement of Hercules Holding II.

KKR Millennium Fund L.P. directly owns 9,313,725, or 10.1%, of the
units of Hercules Holding II.  KKR 2006 Fund L.P. directly owns
8,642,157, or 9.4%, of the units of Hercules Holding II, LLC.
OPERF Co-Investment LLC directly owns 196,078, or 0.2%, of the
units of Hercules Holding II, LLC.  KKR PEI Investments, L.P.,
directly owns 3,949,873.017, or 4.3%, of the units of Hercules
Holding II.

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 of June 30, 2009, HCA had $24.2 billion in total assets; total
current liabilities of $3.39 billion, long-term debt of
$26.3 billion, professional liability risks of $1.11 billion,
income taxes and other liabilities of $1.71 billion and equity
securities with contingent redemption rights of $155 million.
Stockholders' deficit attributable to HCA Inc. is $9.48 billion as
of June 30, 2009.

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.


ILLINOIS FINANCE: Fitch Affirms 'BB-' Rating on $80.5 Mil. Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the $80.5 million
Illinois Finance Authority, Illinois revenue bonds, series 2005A&B
(Friendship Village of Schaumburg).  Fitch has revised the Rating
Outlook to Evolving from Stable.

The Outlook revision to Evolving reflects Friendship Village of
Schaumburg's intention to refinance the $30 million series 2005C
bonds variable-rate demand bonds on an unenhanced basis.  Bank of
America, N.A., has stated its intention not to renew its letter of
credit on the series 2005C bonds, which expires on Sept. 30, 2010.
Thus, a refinancing is subject to market conditions and investor
acceptance.  An inability to refinance its series 2005C bonds or a
refinancing which materially increases FVS' cost of capital could
have a negative impact on FVS' rating.  On the other hand,
successful refinancing of the series 2005C with permanent capital
that would not significantly increase FVS' annual debt service
costs could have a positive or neutral effect on the rating.

The affirmation at 'BB-' encompasses FVS' steady occupancy gains
and improving operating performance, which is tempered by FVS'
capital structure risk.  Overall occupancy of FVS' 657 independent
living units has improved to 83% (545 units) on Aug. 31, 2009 from
79.4% (522 units) on Nov. 30, 2008.  Lead generation remains solid
and recent marketing initiatives have been successful.  Moreover,
the sales velocity of the Bridgegate apartments has improved with
44 net sales through the five-month interim period ended Aug. 31,
2009, as compared to 37 in the year earlier period.  Fitch
believes the pace of sales of the Bridgegate apartments should
accelerate as the new Bridgewater Place apartments approach
stabilized occupancy.  In response to the difficult operating
environment, management has been successfully controlling expenses
and improving operating results as demonstrated by net operating
margins of (-8.2%), (-0.4%) and 5.8% in FY 2008, FY 2009 and the
five-month interim period.  Liquidity remains light.  On Aug. 31,
2009, FVS had $21.2 million of unrestricted cash and investments
which includes $10.3 million of initial entrance fees in the
entrance fee reserve account.  Under the master trust indenture,
amounts in the entrance fee reserve account are considered to be
unrestricted for ratio calculations and have been incorporated by
Fitch in calculating various liquidity ratios.  Thus, FVS' days
cash on hand, cushion ratio and percentage of cash to debt on
Aug. 31, 2009, are 190, 3.0 times and 19%, respectively.  The
weakness in the local residential real estate market continues to
be the biggest challenge in converting sales to move-ins.  The
recent bankruptcy announcement by Sedgebrook and Monarch Landing
(both Erickson Retirement developments) is not expected to
negatively impact FVS and may help in marketing given FVS' long
history of successful operations and solid occupancy.

Friendship Village of Schaumburg is a Type B continuing care
retirement community currently consisting of 629 independent
living apartments, 28 independent living cottages, 99 assisted
living units (including 23 dementia units) and 248 skilled nursing
beds.  The facility is located in Schaumburg, IL, approximately 30
miles northwest of downtown Chicago.  In fiscal 2009, FVS had
total revenues of $39 million.  Under its Continuing Disclosure
Agreement, FVS' is required to provide annual audited financial
statements within 150 days of each fiscal years end and quarterly
unaudited financial statements with 45 days of each fiscal
quarter-end.  Disclosure to date has been excellent and includes
regularly scheduled investor calls.


IRVINE SENSORS: Says FY2009 Operating Income Meets Nasdaq Rule
--------------------------------------------------------------
Irvine Sensors Corporation on Monday released an unaudited
condensed statement of operations for the Company's 2009 fiscal
year, which ended September 27, 2009.

Pursuant to a continuing listing extension granted by a Nasdaq
Listing Qualifications Panel, the Company was required to evidence
unaudited net income from continuing operations of greater than
$500,000 for fiscal 2009 on or before October 27, 2009, or to
demonstrate compliance with one of Nasdaq's alternative listing
criteria by that date, to maintain its listing on the Nasdaq
Capital Market.

The condensed unaudited statement of operations indicates that the
Company's income from continuing operations for fiscal 2009 was
$755,100, subject to audit, an amount in excess of the minimum
requirement set forth by the Listing Panel.

For the Fiscal Year Ended September 27, 2009, the Company posted
net income of $813,500 on total revenues of $11,536,200.

The Company made an ($834,300) provision for litigation judgment
and posted a $2,242,500 gain from reduction in pension liability.

                       About Irvine Sensors

Headquartered in Costa Mesa, California, Irvine Sensors
Corporation (NASDAQ: IRSN) -- http://www.irvine-sensors.com/-- is
a vision systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating such products and research and development
related to high density electronics, miniaturized sensors, optical
interconnection technology, high speed network security, image
processing and low-power analog and mixed-signal integrated
circuits for diverse systems applications.

As of June 28, 2009, Irvine Sensors had total assets of $6,627,800
and total liabilities of $11,999,000, resulting to stockholders'
deficit of $5,371,200.

Optex Systems, Inc., a Texas corporation and a wholly owned
subsidiary of Irvine Sensors, on September 21, 2009, filed a
voluntary petition for relief under Chapter 7 of the United States
Bankruptcy Code in the United States Bankruptcy Court in
California.

                           *     *     *

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the Company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the Company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


JETBLUE AIRWAYS: Moody's Affirms 'Caa2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the Caa2 corporate family and
probability of default ratings of JetBlue Airways Corp., the Ca
senior unsecured rating on the 3.75% Senior Convertible Notes due
2035 and its ratings on the company's three outstanding series of
Enhanced Equipment Trust Certificates.  Moody's also assigned an
SGL-3 Speculative Grade Liquidity rating to JetBlue and changed
the ratings outlook to stable from negative.

"The stabilization of the outlook recognizes the improvements in
liquidity and credit metrics that JetBlue has achieved in 2009,
which Moody's anticipates JetBlue can mostly preserve through the
upcoming seasonally-slow winter months," said Moody's Vice
President, Jonathan Root.  Unrestricted cash has increased by
almost $400 million since December 31, 2008, albeit mainly from
capital market transactions executed during the first half of
2009.  Moody's is forecasting modestly positive free cash flow in
2009 and modest expansion of free cash flow in 2010 because of
incrementally better revenue per available seat mile ("RASM")
performance versus 2009 levels and relatively low capital
expenditures that follow deferrals of the Airbus A320 and Embraer
190 delivery schedules.  This also assumes that JetBlue's per
gallon price of jet fuel remains below $2.25 per gallon and no
unplanned material reduction in the flight schedule.

The Caa2 long term rating considers that JetBlue remains exposed
in the near term to potentially challenging market conditions.
Any combination of higher than anticipated fuel prices, high
unemployment or a wide-spread outbreak of the H1N1 virus in
upcoming months could cause yields and operating cash flows to
trail expectations, leading to a reversal of the recent
improvements in its credit profile.

The SGL-3 speculative grade liquidity rating reflects Moody's view
that JetBlue maintains adequate liquidity.  Cash to revenue in
excess of 25% and expectations of positive free cash flow are the
key factors supporting Moody's assessment.  While capital
expenditures for aircraft will be relatively low in the near term,
the order book remains large, potentially leading to higher debt
and more leverage as aircraft deliveries resume in 2011.  This
highlights the need for JetBlue to achieve and sustain robust
positive free cash flow generation in order to avoid erosion in
credit metrics when deliveries resume, and will be a key
consideration in assessing the sustainability of near-term
strengthening of the company's credit profile.

The ratings could be upgraded if JetBlue maintains unrestricted
cash above $700 million without relying on additional capital
market transactions to do so.  Operating profitably through the
upcoming seasonally weak winter months could also lead to an
upgrade of the ratings as could maintaining Debt to EBITDA below
7.0 times and/or FFO + Interest to Interest at about 2.5 times.
The outlook could be returned to negative or the ratings
downgraded if operating results trail expectations such that
unrestricted cash approaches $500 million.  Debt to EBITDA in
excess of 8.5 times, FFO + Interest to Interest below 1.8 times or
EBITDA margin below 15% could also lead to a negative rating
action.

The last rating action was on July 23, 2008, when Moody's
downgraded the corporate family and probability of default ratings
to Caa2 from Caa1.

Assignments:

Issuer: JetBlue Airways Corp.

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

Issuer: JetBlue Airways Corp.

  -- Outlook, Changed To Stable From Negative

Withdrawals:

Issuer: JetBlue Airways Corp.

  -- Senior Secured Enhanced Equipment Trust, Withdrawn,
     previously rated B3

JetBlue Airways Corp., based in Forest Hills, New York, operates a
low-cost, point-to-point airline from a hub in New York.


JOHNSONDIVERSEY INC: Launches Tender Offer for 9.625% Notes
-----------------------------------------------------------
JohnsonDiversey, Inc., and JohnsonDiversey Holdings, Inc., on
October 26 announced that JohnsonDiversey has commenced cash
tender offers for (i) any and all of the euro 225.0 million
aggregate principal amount of its outstanding 9.625% Senior
Subordinated Notes due 2012 (CUSIP No. 479269AD4, ISIN Nos.
US479269AD49, XS0153495907, XS0147085020) and (ii) any and all
of the $300.0 million aggregate principal amount of its
outstanding 9.625% Senior Subordinated Notes due 2012 (CUSIP No.
479269AB8, ISIN No. US479269AB82) and JohnsonDiversey Holdings
has commenced a cash tender offer for any and all of the
approximately $406.3 million aggregate principal amount at
maturity of its outstanding 10.67% Senior Discount Notes due
2013 (CUSIP No. 47926PAB2, ISIN No. US47926PAB22).

JohnsonDiversey and JohnsonDiversey Holdings also announced
concurrent consent solicitations for proposed amendments to the
indentures under which the related Notes were issued.  The tender
offers and the consent solicitations are being made on the terms
and subject to the conditions set forth in the Offer to Purchase
and Consent Solicitation Statement dated October 26, 2009 and the
related Letter of Transmittal and Consent.  Holders that tender
their Notes pursuant to any of the tender offers will be deemed to
have consented to the proposed amendments to the applicable
indenture.

Each tender offer will expire at midnight, New York City time, on
November 23, 2009, unless extended or earlier terminated.  In
order to be eligible to receive the applicable total consideration
for tendered Notes, holders must validly tender and not validly
withdraw their Notes at or prior to 5:00 p.m., New York City time,
on November 6, 2009, unless extended or earlier terminated.

The tender offers and consent solicitations are subject to the
satisfaction or waiver of certain conditions as described in the
Offer to Purchase, including (1) the consummation of certain
transactions described in the Offer to Purchase and (2) the
receipt by JohnsonDiversey of proceeds from one or more financings
generating net proceeds sufficient to repurchase the Notes
tendered.

The total consideration for each euro 1,000 principal amount of
Euro Notes, each $1,000 principal amount of Dollar Notes and each
$1,000 principal amount at maturity of Holdings Notes validly
tendered and not validly withdrawn and accepted for payment
pursuant to the applicable tender offer will be an amount equal to
euro 1,018.54, $1,018.54 and $1,020.28, respectively, plus accrued
and unpaid interest on such Notes from the last interest payment
date to, but not including, the applicable payment date for Notes
purchased.

The applicable total consideration set forth above includes a
consent payment of euro 30.00 per euro 1,000 principal amount of
Euro Notes, $30.00 per $1,000 principal amount of Dollar Notes and
$30.00 per $1,000 principal amount at maturity of Holdings Notes,
as in each case, payable to holders that validly tender and do not
validly withdraw their Notes and validly deliver and do not
validly revoke their consents at or prior to the applicable
Consent Deadline.  Holders of Notes validly tendered after the
applicable Consent Deadline will not receive a consent payment.
Notes validly tendered at or prior to the applicable Consent
Deadline may be validly withdrawn and the related consents may be
revoked at any time at or prior to the Consent Deadline.  Tendered
Notes and delivered consents may not be validly withdrawn or
validly revoked after the applicable Consent Deadline, except
under certain limited circumstances as described in the Offer to
Purchase.

The proposed amendments to the indentures governing the Notes
would eliminate substantially all of the restrictive covenants
(other than, among other covenants, the covenant to pay interest
and premium, if any, on, and principal or accreted value of, the
Notes when due), certain events of default and substantially all
of the restrictions on the ability of JohnsonDiversey or
JohnsonDiversey Holdings, as the case may be, to merge,
consolidate or sell all or substantially all of their properties
or assets contained in the indentures and the Notes, and would
waive certain defaults as described in the Offer to Purchase.
Holders may not deliver consents to the proposed amendments
without validly tendering the related Notes in the applicable
tender offer and may not revoke their consents without withdrawing
the previously tendered Notes to which they relate.

JohnsonDiversey and JohnsonDiversey Holdings have engaged Goldman,
Sachs & Co. and Goldman Sachs International as Dealer Managers and
Solicitation Agents for the tender offers and consent
solicitations.  Persons with questions regarding the tender offers
or the consent solicitations should contact Goldman, Sachs & Co.
toll-free at (800) 828-3182 or collect at (212) 902-5183.
Requests for documents should be directed to Global Bondholder
Services Corporation, the Information Agent and Depositary for the
tender offers and consent solicitations, at (212) 430-3774 (for
banks and brokers) or (866) 952-2200 (for Noteholders).

JohnsonDiversey, Inc., is a leading global supplier of cleaning,
hygiene, and sanitizing products, equipment and related services
to the institutional and industrial cleaning and sanitation
markets.

Fitch Ratings currently rates JohnsonDiversey

  -- Issuer Default Rating 'B-';
  -- Senior secured bank credit facilities 'BB-/RR1';
  -- Subordinated debt rating 'B-/RR4'.

In addition, Fitch rates JohnsonDiversey Holdings Inc.:

  -- IDR 'B-';
  -- Senior discount notes 'CCC/RR6'.


KB TOYS: Lead Suit Settlement With California Gets Approval
-----------------------------------------------------------
Law360 reports that a bankruptcy judge has signed off on a
$100,000 settlement between KB Toys Inc. and the state of
California over the Golden State's lawsuit accusing the retailer
of polluting drinking water with lead toy blocks and other
products that were recalled in 2007.

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com/-- operates a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of many of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on December 11.  The debts include $143 million in unsecured
claims; and $200 million in secured claims, including
$95.1 million owed to first-lien creditors where General Electric
Capital Corp. serves as agent; and $95 million owed to second-lien
creditors.

As reported by the Troubled Company Reporter on December 22, 2008,
the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware allowed KB Toys Inc. to start going-out-of-business
sales.


LAUREL SWORD COMPANY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Laurel Sword Company
        2301 Milford Road
        East Stroudsburg, PA 18301

Bankruptcy Case No.: 09-08316

Chapter 11 Petition Date: October 24, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: Philip W. Stock, Esq.
                  706 Monroe Street
                  Stroudsburg, PA 18360
                  Tel: (570) 420-0500
                  Fax: (570) 338-0920
                  Email: pwstock@ptd.net

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

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

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

The petition was signed by Patrick Forney, general partner of the
Company.


LEAP WIRELESS: Cricket Launches Exchange Offer for 7.75% Notes
--------------------------------------------------------------
Leap Wireless International, Inc.'s subsidiary Cricket
Communications, Inc., offers to exchange up to $1,100,000,000
aggregate principal amount of its new 7.75% Senior Secured Notes
due 2016, which have been registered under the Securities Act of
1933, for any and all of its outstanding unregistered 7.75% Senior
Secured Notes due 2016.

Cricket issued the old notes on June 5, 2009 in a transaction not
requiring registration under the Securities Act of 1933.  Cricket
is offering the new notes, with terms substantially identical to
those of the old notes, in exchange for old notes to satisfy its
registration obligations from that previous transaction.

As of June 30, 2009, Cricket and the Guarantors had approximately
$2,760,300,000 of consolidated indebtedness outstanding, including
the notes.

The validity of the new notes and guarantees offered has been
passed upon for the Company by Latham & Watkins LLP, San Diego,
California.

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

               http://ResearchArchives.com/t/s?47a0

Leap Wireless International, Inc. (NASDAQ: LEAP) --
http://www.leapwireless.com/-- provides wireless services in 29
states and holds licenses in 35 of the top 50 U.S. markets.
Cricket offers customers a choice of unlimited voice, text, data
and mobile Web services.

As of June 30, 2009, the Company had $5.42 billion in total
assets; and $3.55 billion in total liabilities and $77.8 million
in redeemable non-controlling interests; resulting in
$1.79 billion in stockholders' equity.  As of June 30, 2009, the
Company had $323.9 million in accumulated deficit.

                           *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: Morgan Stanley Discloses 5.3% Equity Stake
---------------------------------------------------------
Morgan Stanley discloses being the beneficial owner of 4,125,612
shares or roughly 5.3% of the common stock of Leap Wireless
International Inc.

Leap Wireless International, Inc. (NASDAQ: LEAP) --
http://www.leapwireless.com/-- provides wireless services in 29
states and holds licenses in 35 of the top 50 U.S. markets.
Cricket offers customers a choice of unlimited voice, text, data
and mobile Web services.

As of June 30, 2009, the Company had $5.42 billion in total
assets; and $3.55 billion in total liabilities and $77.8 million
in redeemable non-controlling interests; resulting in
$1.79 billion in stockholders' equity.  As of June 30, 2009, the
Company had $323.9 million in accumulated deficit.

                           *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEVEL 3: HyperCube Files Complaint Over Non-Payment of Services
---------------------------------------------------------------
HyperCube LLC on October 26 said that it has filed complaints
against Level 3 Communications due to Level 3's unlawful refusal
to pay for tariffed access services performed by HyperCube in
connection with Level 3's provision of toll-free calls that
originate and terminate in New York and in Texas.  The complaints
were filed October 26 with the New York Public Service Commission
and the Public Utility Commission of Texas, respectively.

As of October 7, 2009, Level 3 owes HyperCube approximately
$22 million for interstate and intrastate calls.  This amount
grows each month as HyperCube continues to satisfy its statutory
duty as a common carrier to provide services to Level 3 despite
its illegal refusal to pay HyperCube's approved tariffed rates for
the work it performs for Level 3.

"Unfortunately, our attempts to find a fair and sensible solution
to this matter have been rebuffed by Level 3 and, as a result, we
were compelled to take this action," said Ronald R. Beaumont,
President and CEO of HyperCube.  "Level 3's decision to stop
paying HyperCube for services provided at approved tariff rates is
a violation of state tariffs and state law and signals competitive
retribution and unreasonable discrimination in violation of the
Telecom Act.  We are also concerned that Level 3's refusal to pay
may in part be due to an inability to pay. We look forward to
resolving these matters expeditiously."

From November 2005 through November 2007, Level 3 paid HyperCube
for access services pursuant to HyperCube's valid intrastate and
interstate tariffs.  But shortly after announcing that the company
was sharply reducing guidance for its financial performance in
November 2007, Level 3 unilaterally began refusing to pay
HyperCube, despite the fact that it continues to receive, accept,
and benefit from intrastate access services and database query
services provided by HyperCube.

On May 8, 2009, HyperCube commenced a similar action to those
announced October 26, filing a complaint before the California
Public Utility Commission aimed at requiring Level 3 to pay its
outstanding debt in that state as well.  Most recently,
HyperCube filed a motion to compel Level 3 to place approximately
$5.3 million in escrow with a third party agent pending resolution
of the current action between HyperCube and Level 3 before the
CPUC.

The complaint cites a number of examples in the public record that
suggest Level 3 has been and continues to be in financial trouble.
HyperCube believes these financial troubles may be the reason
Level 3 is refusing to pay its bills.

On December 28, 2008, Standard & Poor's rating agency downgraded
the corporate credit ranking of Level 3's parent to "selective
default."  In addition, a number of groups representing Level 3
shareholders have filed securities fraud complaints against
Level 3's parent, which were consolidated in federal court on
February 27, 2009.  Given the current state of the economy and
the public record on Level 3's financial difficulties, HyperCube
continues to believe that its request for Level 3 to place the
money it owes HyperCube into an escrow account is reasonable.

(Mon)day's filings come in the wake of what appears is becoming a
pattern with Level 3.  Papers filed recently with the Indiana
Utility Regulatory Commission reveal that Level 3 is involved in a
national billing dispute with Verizon that likely totals millions
of dollars.

                         About HyperCube

HyperCube LLC -- http://www.hypercube-llc.com/-- is a leading
provider of local and national tandem switching services to
wireless, wireline, cable and VOIP carriers.

                          About Level 3

Broomfield, Colorado, Level 3 Communications, Inc. (NASDAQ: LVLT)
-- http://www.Level3.com/-- provides fiber-based communications
services.  Level 3 offers a portfolio of metro and long-haul
services, including transport, data, Internet, content delivery
and voice.

At June 30, 2009, the Company had $9.2 billion in total assets and
$8.4 billion in total liabilities.

                           *     *     *

LVLT, along with its wholly owned subsidiary Level 3 Financing,
Inc., has a 'B-' Issuer Default Rating and a Positive Rating
Outlook.


LEXINGTON PRECISION: Wants to Use Cash Collateral Until Dec. 31
---------------------------------------------------------------
Lexington Precision Corporation and Lexington Rubber Group, Inc.,
ask the U.S. Bankruptcy Court for the Southern District of New
York for permission to continue using cash collateral of the
prepetition senior lenders through the earlier of either Dec. 31,
2009, or until the occurrence of a "termination event."

This is the Debtor's sixth application for an extension in their
cash collateral use.

As reported in the Troubled Company Reporter on Aug. 19, 2009, the
Debtors will use cash collateral for (a) working capital and
capital expenditures, (b) other general corporate purposes of the
Debtors, and (c) the costs of administration of the bankruptcy
cases, in accordance with a budget.

The prepetition senior lenders are:

   -- CapitalSource Finance LLC, as lender and revolver agent for
      itself and other lenders, and co-documentation agent, and
      Webster Business Credit Corporation, as lender and co-
      dumentation agent under that certain Credit and Security
      Agreement, dated May 31, 2006.

   -- CSE Mortgage LLC, as lender and collateral agent for itself
      and each other lender, and DMD Special Situations Funding
      LLC, as lender under that certain Loan and Security
      Agreement, dated May 31, 2006.

The Debtors relate that as of Oct. 1, 2009, they were obligated to
the prepetition secured lenders in the principal amount of
$31.5 million, plus accrued and unpaid interest in the amount of
$5,000.  The value of the assets encumbered by the prepetition
secured lenders' liens significantly exceeds the aggregate amount
of the obligations owed under the prepetition credit agreements.

The Debtors add that the prepetition secured lenders have not yet
responded to the Debtors' request.  The Debtors hope that they
will be able to reach a consensual resolution of the motion.

The Debtor further said that the only alternative to continued use
of cash collateral is a sale of a portion of the Debtors' core
business.

TCR reported that as adequate protection, the prepetition senior
lenders will be granted (a) continued replacement security
interests upon all of the Debtors' assets, (b) first priority
security interests in all unencumbered assets of the Debtors, and
(c) liens on all encumbered assets that were not otherwise subject
to the prepetition senior lenders' liens as of the commencement
date.

                     About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LYONDELL CHEMICAL: Court OKs Appointment of Examiner
----------------------------------------------------
Brett Clanton at Houston Chronicle reports that Judge Robert
Gerber has granted the Committee of Unsecured Creditors in
Lyondell Chemical Co. to allow an independent examiner to
investigate allegations that the Company isn't acting in the best
interests of creditors, though the scope of the examiner's
investigation would be narrower than what the creditors had
sought.  According to Houston Chronicle, the committee accused
Lyondell of a conflict of interest in choosing an affiliated firm
to sponsor a stock offering to help fund the Company's turnaround,
which the Company denies.  Houston Chronicle says that a trial is
set for December 1.  The examiner must produce a report within 30
days after a person is named to fill the spot, Houston Chronicle
states.

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAGNA ENTERTAINMENT: To Ask Court OK to Auction Golden Gate Fields
------------------------------------------------------------------
Eric Young and Blanca Torres at San Francisco Business Times
report that Magna Entertainment Corp. will seek the bankruptcy
court's permission on October 27 to sell East Bay horse racing
track Golden Gate Fields at auction in early 2010.

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of Dec. 31, 2008.


MATRIX DEV'T: Wachovia Wants to Foreclose on Taralon, Villebois
---------------------------------------------------------------
Ryan Frank at The Oregonian reports that Wachovia Financial
Services has filed a lawsuit against Matrix Development Corp. in
federal court to foreclose on the Company's Taralon subdivision in
Happy Valley and some raw land in the Villebois subdivision in
Wilsonville.

The Taralon subdivision, The Oregonian says, covers 159 lots and
about 140 of the lots would go back to Wachovia.

According to The Oregonian, Legend Homes President Jim Chapman
said that the company agreed to give back the projects, and
several others, as part of Matrix Development's Chapter 11
reorganization.  The report quoted Mr. Chapman as saying, "We
didn't see a business plan.  We couldn't build enough units at
enough of a profit to pay the interest cost."  The Oregonian
relates that Matrix Development will also give back raw land in
its Phase 2 project at Villebois because it already has its work
cut out selling its Villebois Phase 1.  According to the report,
Mr. Chapman said, "There's no point in paying interest on the
property which takes money away from everything else."

Wachovia said in court documents that it is seeking to recoup
about $3.9 million for the Taralon loan and $7.1 million for the
Villebois loan.

Matrix Development, says The Oregonian, has given back or will
give back eight projects -- including ones in Albany, Corvallis,
Bend, Clark County and Riverside -- to its lenders.

Headquartered in Portland, Oregon, Matrix Development Corp. aka
Legend Homes -- http://www.legendhomes.com/-- designs and builds
homes and condominiums.  The Company filed for Chapter 11
protection on June 10, 2008 (Bankr. D. Ore. Case No. 08-32798).
David A. Foraker, Esq., and Sanford R. Landress, Esq., at Greene &
Markley P.C.; and Stephen T. Boyke, Esq, at the Law Office of
Stephen T. Boyke, represent the Debtor as counsel.  When the
Debtor filed for protection from its creditors, it listed between
$100 million and $500 million each in assets and debts.


MAX & ERMA'S: Files for Chr 11 Bankr. to Fend Off National City
---------------------------------------------------------------
Max & Erma's has filed for Chapter 11 petition in U.S. Bankruptcy
Court in Pittsburgh, listing $1 million to $10 million in assets
against $1 million to $10 million in debts owed to 200 to 999
creditors.

Thomas Olson at Pittsburgh Tribune-Review reports that Robert
Lampl, Max & Erma's lawyer, said that the Company filed for
bankruptcy mainly to fend off its main bank creditor, National
City Bank, whom the Company owes about $16 million.  According to
Tribune-Review, National City took legal steps to put Max & Erma's
in receivership.

Tribune-Review relates that Mr. Lampl hopes to work out with
National City a cash collateral agreement that would let Max &
Erma's use money taken in at the restaurants to pay its bills.

According to court documents, Max Erma's creditors include FFCA,
which is owed $1.7 million; and the Ohio Department of Taxation,
which is owed about $1.1 million.

Max & Erma's owns a chain of 106 restaurants around Pittsburgh.
The restaurants are mainly in Pennsylvania, Ohio, and Michigan,
with a few in Chicago, Washington, Atlanta, and Kentucky.  About
79 are company-owned and operated, while 27 belong to franchisees.
Max & Erma's is owned by G&R Acquisitions, North Side.  The chain
started operating in 1972, taking the Max & Erma's name from two
owners of a bar.


MBIA ASSURANCE: S&P Corrects Ratings to 'NR' From 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it corrected its
financial strength, issuer credit, and financial enhancement
ratings on MBIA Assurance S.A. to 'NR' from 'BB+'.  The outlook
was negative.

S&P is withdrawing the rating as the company is no longer active,
and has not retained any underwriting insurance risk.


MERCER INT'L: Plans to Sell Up to $200,000,000 in Securities
------------------------------------------------------------
Mercer International Inc. filed with the Securities and Exchange
Commission a shelf registration statement and preliminary
prospectus in connection with its plan to offer and sell, from
time to time, up to $200,000,000 of any combination of Common
Stock, Preferred Stock and Debt Securities in one or more
offerings.

Mercer will provide specific terms of the securities in one or
more supplements to the prospectus.

The prospectus may not be used to consummate a sale of securities
unless accompanied by a prospectus supplement.

Mercer's common stock is listed on the NASDAQ Global Market under
the symbol "MERC" and listed in U.S. dollars on the Toronto Stock
Exchange under the symbol "MRI.U".  On October 16, 2009, the last
reported sale price of the common stock on the NASDAQ Global
Market, our primary trading market, was $3.20 per share.

Mercer currently intends to use the net proceeds from the sale of
the securities that it may offer and sell from time to time by
this prospectus:

     -- for general corporate and working capital purposes;

     -- to repay, refinance, repurchase or otherwise retire
        existing indebtedness;

     -- for capital expenditures; and

     -- as otherwise disclosed in any supplement to the
        prospectus.

The prospectus supplement for a particular offering will provide a
more detailed description of the use of net proceeds from such
offering.

In connection with the filing of the registration statement on
Form S-3, Mercer filed a Current Report on Form 8-K with the SEC
to update the Company's audited financial statements included in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the SEC on March 2, 2009, to
reflect, for all periods presented, the retrospective adoption,
effective January 1, 2009, of Financial Accounting Standards Board
Statement No. 160, Noncontrolling Interests in Consolidated
Financial Statements, an Amendment of ARB No. 51.

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

                http://ResearchArchives.com/t/s?47a1

A full-text copy of Financial Statements and Supplementary Data
from Mercer International Inc.'s Annual Report on Form 10-K for
the year ended December 31, 2008, is available at no charge at:

                http://ResearchArchives.com/t/s?47a2

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.

As reported by the Troubled Company Reporter on September 29,
2009, Standard & Poor's Ratings Services affirmed its 'CC'
corporate credit and senior unsecured ratings on Mercer
International.  The outlook is negative.


MERUELO MADDUX: Calif. Bank Opposes Bid to Hire DLA Piper
---------------------------------------------------------
Law360 reports that California Bank & Trust has urged the
Bankruptcy Court to reject a request from Meruelo Maddux
Properties Inc. to hire DLA Piper LLP as special counsel nunc pro
tunc to the end of March, claiming that the Debtor is trying to
retain the firm as a second set of general counsel.

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.
-- http://www.meruelomaddux.com/-- together with its affiliates,
engage in residential, commercial and industrial development.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Peter C. Anderson, the
United States Trustee for Region 16, appointed five creditors to
serve on the Creditors Committee.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Professional Corporation, represent the Creditors Committee as
counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


MORGANS HOTEL: Posts $27.8 Mln Net Loss in Third Quarter 2009
-------------------------------------------------------------
Morgans Hotel Group Co. reported financial results for the third
quarter ended September 30, 2009.

  -- On October 15, 2009, MHG announced that an affiliate of The
     Yucaipa Companies, LLC invested $75 million in MHG in the
     form of preferred securities.  The capital infusion will
     significantly strengthen MHG's balance sheet and provide
     long-term financing for growth.  Combined with the recent
     amendment to MHG's credit line in August 2009, MHG has added
     approximately $200 million of liquidity in the last two
     months.

  -- On October 15, 2009, MHG announced that it has entered into
     an agreement with one of its lenders to effectively extend
     the mezzanine loan on the Hudson hotel property in New York
     City.

  -- On August 5, 2009, MHG announced the successful amendment of
     its revolving credit facility.  This includes, among other
     things, the elimination of the leverage test, a reduction of
     the debt service coverage ratio to 0.90x from 1.75x, and an
     adjustment to the borrowing base test that is expected to
     allow MHG to access substantial liquidity for the life of the
     credit facility.

  -- Revenue per available room for System-Wide Comparable Hotels
     decreased 30.6% in constant dollars in the third quarter from
     the comparable period in 2008.  Adjusted EBITDA for the third
     quarter was $9.4 million, a decrease of 55.7% from the
     comparable period in 2008.

  -- As a result of cost reduction plans, EBITDA at System-Wide
     Comparable Hotels during the third quarter declined at a rate
     of 1.9 times the related RevPAR percentage change, beating
     industry norms.

  -- MHG achieved a 16.2% reduction in operating expenses at
     System-Wide Comparable Hotels and a 30.3% reduction in
     corporate expenses in the third quarter of 2009 from the
     comparable period in 2008.

  -- In July, Hard Rock opened the new Paradise Tower, consisting
     of 490 rooms.  The casino expansion, pool expansion and south
     tower, consisting of 374 suites, are projected to open in
     late 2009 or early 2010.

  -- Boston Ames and Mondrian SoHo are currently targeted to open
     in November 2009 and the middle of 2010, respectively.

Fred Kleisner, CEO of Morgans Hotel Group, said, "We are confident
that Morgans Hotel Group is well positioned to continue to
navigate the current economic challenges through 2009 and beyond,
and will benefit from improving demand.  We have made great
progress in cleaning up our balance sheet and adding approximately
$200 million in liquidity.  We have irreplaceable assets in 24-
hour gateway markets that we believe will rebound faster and
stronger as a recovery emerges.  While we cannot predict when the
recovery will come, we do know that historically, the 24-hour
gateway markets on which this company is built have come back
stronger than other markets.  We have a clear growth strategy to
extend our portfolio of properties with high-margin, long-term
management agreements.  We will continue to be diligent about
taking the steps necessary to strengthen the Company, and most
importantly, to build long-term shareholder value."

               Third Quarter 2009 Operating Results

RevPAR at System-Wide Comparable Hotels decreased by 32.2% (30.6%
in constant dollars) in the third quarter of 2009 compared to the
third quarter of 2008.  Occupancy declined by 8.9% and average
daily rate declined by 25.5% (23.8% in constant dollars) compared
to the same period in the prior year.

MHG recorded a net loss of $27.8 million in the third quarter of
2009, which includes non-cash impairment charges of $29.1 million.
Excluding impairment charges, net of $11.6 million of tax, our net
loss was $10.3 million compared to a net loss of $9.3 million in
the third quarter of 2008.

Given the current economic environment, MHG recorded non-cash
impairment charges of $29.1 million consisting of $17.2 million
related to MHG's investment in the Las Vegas joint venture at
Echelon and $11.9 million related to the property across the
street from Delano in South Beach.  The costs related primarily to
the plans and drawings for these development projects.  While MHG
has not made any formal decisions regarding the future of these
projects, we do not expect to develop these projects in the near
future.

                   Balance Sheet and Liquidity

As of September 30, 2009, consolidated debt excluding the Clift
lease obligation was $661.3 million and cash and cash equivalents
were $34.1 million.

MHG's pro forma liquidity position as of September 30, 2009,
giving effect to the net proceeds of $71.0 million from the
Yucaipa transaction as if it had occurred on that date, was
approximately $195.0 million.  This is comprised of a pro forma
cash balance of approximately $105.1 million and $89.9 million of
availability under the revolving credit line, which is net of
$23.5 million of outstanding borrowings and $9.8 million of
letters of credit posted under the line.

On August 5, 2009, MHG announced that it had successfully
completed an amendment to its existing line of credit.  Among
other things the amendment:

  -- Eliminated the corporate leverage test;

  -- Reduced the corporate fixed charge coverage test to 0.90x
     from 1.75x;

  -- Amended the borrowing base tests so that, among other
     changes, a minimum of 35% of appraised value on the New York
     properties securing the facilities will be available; and

  -- Modified a variety of other provisions at the subsidiary
     level that could have triggered technical defaults.

The facility's size was reduced from $220 million to $125 million.
MHG believes that, without the amendment, it would have had
limited availability, if any, under the facility for the remainder
of the term.  The facility is secured by three of MHG's hotels:
Delano, Royalton and Morgans.  The interest rate is LIBOR plus
3.75% with a LIBOR floor of 1.0% and the maturity is October 5,
2011.

On October 15, 2009, MHG issued to Yucaipa $75 million of
preferred securities.  The preferred securities have an 8%
dividend rate for the first five years, a 10% rate for years six
through seven, and a 20% rate for years thereafter.  MHG has the
option to accrue any and all dividend payments.  MHG also has the
option to redeem the preferred securities at any time without any
pre-payment penalty.

In addition, MHG issued to Yucaipa warrants to purchase
12.5 million shares of MHG's common stock at an exercise price of
$6.00 per share, subject to certain anti-dilution adjustments, and
exercisable utilizing a cashless exercise method only, resulting
in a net share issuance.  As a result of the cashless exercise
method, the number of shares issuable on exercise will depend on
the price of the common stock at that time.  Based on the shares
of MHG's common stock outstanding October 26, the maximum number
of shares issuable under these warrants would never represent more
than 29.99% of MHG's outstanding shares.  These warrants will
expire in 7.5 years.

Also on October 15, 2009, MHG announced that it had entered into
an agreement with one of its lenders which holds, among other
loans, the mezzanine loan on MHG's Hudson hotel property in New
York City.  The Hudson mezzanine loan was to mature on July 12,
2010 and provided for a 15-month extension at MHG's option,
subject to satisfaction of certain conditions.  Under the new
agreement, MHG paid an aggregate of $11.2 million to (i) reduce
the principal balance of the mezzanine loan from $32.5 million to
$26.5 million, (ii) acquire interests in $4.5 million of certain
of MHG's other debt obligations, (iii) pay fees, and (iv) obtain a
forbearance from the mezzanine lender until October 12, 2013, from
exercising any remedies resulting from a maturity default, subject
only to maintaining certain interest rate caps and making an
additional aggregate payment of $1.3 million to purchase
additional interests in certain of our other debt obligations
prior to October 11, 2011.  MHG believes these transactions will
have the practical effect of extending the Hudson mezzanine loan
by three years and three months beyond its scheduled maturity of
July 12, 2010.  The mezzanine lender also has agreed to cooperate
with MHG in its efforts to seek an extension of the $217 million
Hudson mortgage loan, which is also set to mature on July 12,
2010, and to consent to certain refinancings and other
modifications of the Hudson mortgage loan.

In June 2009, the $40 million non-recourse mortgage and mezzanine
loans at Mondrian Scottsdale matured and were not repaid.  MHG is
continuing to operate Mondrian Scottsdale and is discussing
various options with the lenders. MHG does not intend to commit
significant monies toward the repayment or restructuring of the
loans or the funding of operating deficits.

As of September 30, 2009, MHG estimates that its total future
capital commitments for development projects for the next 12
months are approximately $11 million, primarily to fund the
outstanding letters of credit at Hard Rock.

Additionally, MHG intends to utilize its tax net operating losses
of approximately $114 million to offset future income, including
potential gains on the sale of assets or interest therein as part
of its long-term strategy to reduce its ownership interests in
hotels.

                       Development Activity

MHG's projects currently under construction are the Hard Rock
expansion, the Boston Ames and the Mondrian SoHo, all of which are
expected to be completed between the fourth quarter of 2009 and
the middle of 2010.

In September 2009, MHG announced that it had secured a long-term
management agreement for the San Juan Water and Beach Club Hotel,
a 78 room beachfront hotel in Isla Verde, Puerto Rico.  The owners
intend to obtain development rights to build a Morgans branded
hotel including a 30,000 square foot casino.  MHG assumed
management of the property as of October 18, 2009.  San Juan Water
and Beach Club Hotel will remain open and operating as an
independent hotel until it ultimately becomes a Morgans Hotel
Group branded property.

                           2009 Outlook

The global economic downturn has had a significant adverse impact
on the hotel industry, particularly since the middle of September
2008.  Given the continuing uncertainty about the depth and
duration of the economic crisis, we are not comfortable defining a
specific RevPAR target or range for the year.  However, we can
provide a framework for Adjusted EBITDA given certain RevPAR
declines.  For example, if RevPAR for the year were to decline on
average 25-30%, we would expect 2009 Adjusted EBITDA to be between
$40-50 million.  This is based on a ratio of EBITDA percentage
decline to RevPAR percentage decline between 1.5 and 2.0 times,
which is consistent with the ratio we have achieved over the past
four quarters.

                      About Morgans Hotel Group

Morgans Hotel Group Co. -- http://www.morganshotelgroup.com/--
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in Miami,
Mondrian in Los Angeles, Mondrian in Scottsdale and Mondrian in
South Beach, Clift in San Francisco, and Sanderson and St Martins
Lane in London.  MHG and an equity partner also own the Hard Rock
Hotel & Casino in Las Vegas and related assets.  MHG has other
property transactions in various stages of completion, including
projects in SoHo, New York; Las Vegas, Nevada; Palm Springs,
California; Boston, Massachusetts; and Dubai, UAE.

As reported by the TCR on Oct. 19, 2009, Morgans Hotel Group Co.
has entered into an agreement with one of its lenders which holds,
among other loans, the mezzanine loan on the Company's Hudson
Hotel property in New York City.  The Hudson mezzanine loan was to
mature on July 12, 2010 and provided for a 15-month extension at
the Company's option, subject to satisfaction of certain
conditions.  Under the agreement announced October 15, the
mezzanine lender has agreed to forbear until October 12, 2013 from
exercising any remedies resulting from a maturity default, subject
only to maintaining certain interest rate caps and making cash
payments within the control of MHG.


MUZAK HOLDINGS: Court Approves Disclosure Statement
---------------------------------------------------
Muzak Holdings LLC and certain of its subsidiaries on October 27
announced that the United States Bankruptcy Court for the District
of Delaware has approved the Disclosure Statement filed in
connection with the Company's proposed Plan of Reorganization and
authorized Muzak to solicit approval of the Plan of Reorganization
from its creditors.

The Court has scheduled a hearing to consider the approval of
Muzak's Plan of Reorganization on January 12, 2010.

The Company has made substantial progress in its ongoing
restructuring efforts and it intends to continue working closely
with all of its stakeholders to position Muzak for a successful
future.  The Plan is supported by Muzak's largest secured and
unsecured creditor, Silver Point Capital Advisors L.P., the
official committee of unsecured creditors and an ad hoc committee
of the Company's senior unsecured noteholders.  In addition, the
Company continues its efforts to procure exit financing to satisfy
the claims of the senior secured lenders in full, in cash, as
contemplated under the Plan.

                        The Chapter 11 Plan

The Plan will be funded from the proceeds of the exit facility,
which will be used to pay the secured term loan claims in full in
cash on the plan's effective date.  A portion of the facility may
be used to fund the Reorganized Debtors' working capital needs.
As of Aug. 31, 2009, the Debtors had about $40.4 million cash on
hand, which will fund all other cash payments under the plan and
working capital needs.

According to the Disclosure Statement, the Plan reflects a
financial resolution of the Debtors' estates that is supported by
Silver Point Capital Advisors L.P., the Debtors' largest secured
and unsecured creditor, the statutory committee of unsecured
creditors and an ad hoc group of Holders of the Debtors' Senior
Notes.

The Debtors said that they are one step closer to achieving their
ultimate goal -- a confirmed chapter ii plan of reorganization
that memorializes a restructuring that will enable Muzak to
operate efficiently and effectively in a competitive market place.

The Plan contemplates, among other things:

   -- secured lenders under the Prepetition Credit Agreement with
      a principal amount outstanding of $95,537,500 will receive,
      in full and final satisfaction of the Secured Term Loan
      Claims, payment in full in cash with proceeds of the Exit
      Facility;

   -- the holders of the Debtors' $220 million 10% senior notes
      will receive:

      a) new senior notes at $135 million face amount with a 15%
         coupon (8% cash and 7% payment-in-kind), a 4.5-year
         maturity and prepayable at par immediately with no
         change in control or call premium; and

      b) new redeemable PIK preferred stock in an amount
         of $85 million, with dividends accruing at 10% and
         increasing 1% per year (capped at 15%) and a 7-year
         maturity;

   -- the holders of the Debtors' $115 million 9.875% senior
      subordinated notes will receive 100% of the new common
      stock of Reorganized Muzak subject to dilution for up to
      10% on account of a management incentive plan and
      warrants;

   -- the holders of the Debtors $24.2 million 13% senior
      discount notes will receive warrants for 7.5% of the
      outstanding New Common Shares -- excluding management
      shares -- at market value based upon an enterprise value
      to be determined with a term of five years; and

   -- the holders of general unsecured claims shall be paid in
      full in cash within 15 days after the Plan's effective
      date.

Furthermore, the plan offers to pay between 5.8% and 62.4% to
holders of senior subordinated notes claims, and 100% recovery to
the general unsecured creditors.

                       About Muzak Holdings

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.


MUZAK HOLDINGS: Wants Cash Collateral Access Until January 19
-------------------------------------------------------------
Muzak Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
further amend the stipulated final order (i) authorizing the use
of cash collateral of the prepetition secured lenders; and (ii)
granting adequate protection to the prepetition lenders.

The Debtors relate that they continue their efforts to obtain an
exit financing facility and need additional time to move forward
in the process and secure a commitment. To facilitate the efforts,
the required lenders have consented to a further extension of the
milestones consistent with the terms set forth in the second
amendment to the cash collateral order.

Specifically, the terms of the second amended order are:

   a) The Debtors have until Nov. 21, 2009, to obtain approval of
       a disclosure statement, which is extended from Oct. 21,
       2009.

   b) The Debtors have until Jan. 15, 2010, to obtain a final
      order confirming a plan, which is extended from Dec. 16,
      2009.

   c) No later than Nov. 1, 2009, the Debtors and the required
      lenders will agree to a cash collateral budget for the
      period Nov. 20, 2009, through Jan. 16, 2010.  Once agreement
      is reached on the second supplemental budget, all references
      in the cash collateral order to the Budget will be deemed to
      be references to the second supplemental budget.

   d) The specified period during which the Debtors may use cash
      collateral will continue through the earliest to occur of
      the expiration of the remedies notice period or Jan. 19,
      2010, which is extended from Nov. 20, 2009).

   e) The Debtors will not further modify the Modified Plan and
      Modified Disclosure Statement in a manner that does not
      result in the satisfaction of the prepetition lenders'
      claims in full in cash on the effective date without
      providing the prepetition lenders at least 30 days notice of
      the hearing to approve any  further modified disclosure
      statement with respect to further modified plan.

                       About Muzak Holdings

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.


NATIONAL GAS: U.S. Army Gas Supply Contracts Not Avoidable
----------------------------------------------------------
WestLaw reports that with the exception of certain spot purchases,
wherein the contracts were entered into after delivery was to be
made, the agreements between the Chapter 11 debtor, a natural gas
distributor, and its former customer, the United States Army, were
"commodity forward agreements."  Therefore, they fell within the
Army's "swap agreement" defense to the trustee's avoidance
proceeding.  The price and quantities were fixed in both the strip
and the spot contracts, the bankruptcy court found.  The existence
of minor discrepancies as to the amount of natural gas contracted
for and the amount of natural gas actually delivered did not
change the fact that there were contracts for fixed quantities.
Moreover, all of the transactions were part of the Army's energy
cost hedging program.  In re National Gas Distributors, LLC, ---
B.R. ----, 2009 WL 2767113 (Bankr. E.D.N.C.) (Small, J.).

This decision arose in the context of one of a score of adversary
proceedings the chapter 11 trustee filed against National Gas'
former customers.  The Chapter 11 Trustee is attempting to avoid,
pursuant to 11 U.S.C. Secs. 548(a)(1)(A) and (a)(1)(B), transfers
made by the debtor, and to recover those transfers from the
defendants pursuant to Sec. 550(a)(1).  The gist of the trustee's
complaints is that National Gas, as part of a fraudulent scheme,
sold natural gas to some of its customers at below market prices.
The trustee is attempting to recover the difference between the
market price of each sale and the below market price at the time
of each sale.

As reported in the Troubled Company Reporter on Sept. 30, 2009,
Judge Small reached the opposite conclusion about the avoidability
of a contract that did not provide for delivery of a fixed
quantity.

               About National Gas Distributors

National Gas Distributors LLC -- http://www.gaspartners.com/--
supplied natural gas, propane, and oil to industrial, municipal,
military, and governmental facilities.  As of mid-December 2005,
the company effectively ceased business operations due to
inadequate remaining capital and its inability to arrange for the
purchase and delivery of natural gas to its customers.  The
company filed for bankruptcy on Jan. 20, 2006 (Bankr. E.D.N.C.
Case No. 06-00166).  Ocie F. Murray, Jr., Esq., at Murray
Craven & Inman LLP represented the Debtor.  Richard M. Hutson,
II, serves as the Chapter 11 Trustee, and is represented by
Emily C. Weatherford, Esq., and John A. Northen, Esq., at
Northen Blue LLP.  When the Debtor filed for bankruptcy,
it estimated between $1 million to $10 million in assets and
$10 million to $50 million in debts.


NAVISTAR INT'L: CEO to Present at Gabelli Symposium on Nov. 2
-------------------------------------------------------------
Navistar International Corporation says Daniel C. Ustian, its
Chairman, President and Chief Executive Officer, will discuss
business opportunities and other matters related to the Company
during the 33rd Annual Gabelli & Company Auto Aftermarket
Symposium in Las Vegas on November 2 at 3:25 PM PDT.

Live audio web casts will be available for the presentation at
http://ir.navistar.com/events.cfm
Investors are advised to log on to the Web site at least 15
minutes prior to the presentation to allow sufficient time for
downloading any necessary software.  The web cast will be
available for replay at the same address approximately three hours
following its conclusion, and will remain available for a period
of 12 months or such earlier time as the information is superseded
or replaced by more current information.

Meanwhile, Navistar on Monday filed with the Securities and
Exchange Commission:

     -- a final prospectus supplement in connection with its
        issuance of $1,000,000,000 of 8.25% Senior Notes Due 2021

        See http://ResearchArchives.com/t/s?4796

     -- a final prospectus supplement in connection with its
        issuance of $550,000,000 of 3.00% Senior Subordinated
        Convertible Notes due 2014

        See http://ResearchArchives.com/t/s?4797

                         About Navistar

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

At July 31, 2009, the Company had $9.38 billion in total assets
and $10.66 billion in total liabilities, resulting in
$1.35 billion in stockholders' deficit.  Navistar reported
$9.65 billion in total assets and $11.09 billion in total
liabilities as of April 30, 2009, resulting in $1.44 billion in
stockholders' deficit.

                          *     *     *

Navistar continues to carry Standard & Poor's Ratings Services'
'BB-' corporate credit ratings and 'BB-' issue-level rating.
Navistar caries Moody's Investors Service's 'B1' Corporate Family
Rating, 'B1' Probability of Default; and SGL-2 Speculative Grade
Liquidity rating.


NCI BUILDING: Discloses Management Changes Due to CD&R Deal
-----------------------------------------------------------
NCI Building Systems, Inc., reports that on October 20, 2009 -- as
of the closing of the Company's $250 million equity investment
agreement with Clayton, Dubilier & Rice Fund VIII, L.P. -- William
D. Breedlove, Philip J. Hawk, Larry D. Edwards, Ed L. Phipps, W.
Bernard Pieper, John K. Sterling and Max L. Lukens resigned from
the Board of Directors of the Company.

Pursuant to the Investment Agreement and the Stockholders
Agreement, the CD&R Funds have the right to appoint a number of
directors to the Board that is equivalent to their percentage
interest in the Company.  Effective as of the Closing Date, the
Board appointed three representatives designated by the CD&R Fund
VIII -- James G. Berges, Lawrence J. Kremer and Nathan K. Sleeper,
as directors.

Mr. Berges has been named as Chairman of the Executive Committee
of the Board and of the Nominating and Corporate Governance
Committee of the Board.  Mr. Kremer has been named to the Audit
Committee of the Board and the Affiliate Transactions Committee of
the Board.  Mr. Sleeper has been named to the Executive Committee
of the Board, the Nominating and Corporate Governance Committee of
the Board and the Compensation Committee of the Board.

Messrs. Sleeper, Berges and Kremer will receive the same
compensation as other non-employee directors on the Board of the
Company.  Each of Messrs. Sleeper and Berges may assign all or any
portion of the compensation he would receive for his services as a
director to CD&R, Inc. or the successor to its investment
management business or their respective affiliates.
Indemnification Agreements

On the Closing Date, the Company entered into director
indemnification agreements with each of Messrs. Forbes, Martinez,
Chambers, Sleeper, Berges and Kremer.  Under the director
indemnification agreements, the Company has agreed to indemnify
each of Messrs. Forbes, Martinez, Chambers, Sleeper, Berges and
Kremer for his activities and expenses as a director of the
Company to the fullest extent permitted by law, and to cover the
director under directors and officers liability insurance obtained
by the Company.

On October 19, 2009, the Company filed a Certificate of
Designations with the Delaware Secretary of State for the purpose
of amending its Restated Certificate of Incorporation to fix the
designations, preferences, limitations and relative rights of the
Preferred Stock.

On the Closing Date, the Company filed a Certificate of
Elimination with the Secretary of State for the purpose of
amending its Restated Certificate of Incorporation to eliminate
600,000 authorized shares of Series A Junior Participating
Preferred Stock.  The Company also filed a Certificate of Increase
with the Secretary of State to increase the number of authorized
shares of Preferred Stock from 400,000 shares to 825,000 shares.

Effective as of the Closing Date, the Company amended and restated
its by-laws to reflect certain rights of the CD&R Funds under the
Stockholders Agreement.  New provisions of the by-laws include,
but are not limited to, requirements consistent with the
Stockholders Agreement relating to Board and committee
composition, the removal of directors and filling of vacancies on
the Board and committees, certain consent rights and the CD&R
Funds' right to designate the Chairman of the Executive Committee
of the Board or the Lead Director.

On October 19, 2009, the Board approved the amendment and
restatement of the Company's Code of Business Conduct and Ethics,
effective as of the closing of the Equity Investment, amending the
Company's Code of Business Conduct and Ethics as in effect prior
to the Closing Date to provide that directors employed by CD&R,
Inc. or any other affiliate of the CD&R Funds will not be deemed
in violation of the Company's Code of Business Conduct and Ethics
as a result of any investments by the CD&R Funds or affiliate
transaction involving the CD&R Funds or any sharing of information
with the CD&R Funds, insofar as such investment, affiliate
transaction and information access is not prohibited under the
terms of the Stockholders Agreement and is otherwise in accordance
with the Company's certificate of incorporation, by-laws and the
laws of the State of Delaware.

                        About NCI Building

NCI Building Systems, Inc. (NYSE: NCS) is one of North America's
largest integrated manufacturers of metal products for the
nonresidential building industry.  NCI is comprised of a family of
companies operating manufacturing facilities across the United
States and Mexico, with additional sales and distribution offices
throughout the United States and Canada.

NCI is proposing a financial restructuring to address an
immediate need for liquidity in light of a potentially imminent
default under, and acceleration of, its existing credit facility,
which may occur as early as November 6, 2009 (which may, in turn,
also lead to a default under, and acceleration of, its other
indebtedness, including the $180.0 million in principal amount of
2.125% Convertible Senior Subordinated Notes due 2024, and the
high likelihood that it will be required to repurchase the
convertible notes on November 15, 2009, the first scheduled
mandatory repurchase date under the convertible notes indenture

A copy of NCI's  Preliminary Prospectus/Disclosure Statement is
available at no charge at http://ResearchArchives.com/t/s?4626

As of August 2, 2009, the Company had $627.63 million in total
assets; and $624.23 million in total current liabilities and
$21.62 million in total long-term liabilities.


NCI BUILDING: Repays Wachovia Debt; Secures $125MM ABL Facility
---------------------------------------------------------------
NCI Building Systems, Inc., reports that on October 20, 2009 --
concurrent with the closing of the Company's $250 million equity
investment agreement with Clayton, Dubilier & Rice Fund VIII,
L.P.:

     -- NCI entered into an amendment to its credit agreement as
        in effect prior to such date with Wachovia Bank, National
        Association, as administrative agent; and

     -- the subsidiaries of the Company, NCI Group, Inc. and
        Robertson-Ceco II Corporation and the Company entered into
        a loan and security agreement for a $125.0 million asset-
        based loan facility, with Wells Fargo Foothill, LLC, as
        administrative agent and co-collateral agent, and Bank of
        America, N.A. and General Electric Capital Corporation, as
        co-collateral agents and the other parties thereto.

On the Closing Date, the Company closed the Equity Investment and
issued 250,000 Preferred Shares in the aggregate to CD&R Fund VIII
and CD&R FF Fund VIII for an aggregate purchase price of
$250.0 million in cash.

                       Term Loan Refinancing

Pursuant to the Amended Credit Agreement, NCI repaid roughly
$143.3 million of the $293.3 million in principal amount of term
loans outstanding under the credit agreement and modified the
terms and maturity of the remaining $150.0 million balance.

The agents and lenders under the Amended Credit Agreement have
performed commercial banking, investment banking and advisory
services for us from time to time, including services provided by
an affiliate of Wachovia Bank, in its capacity as the counterparty
to NCI's swap agreement, for which they have received customary
fees and reimbursement of expenses.  The agents and lenders may,
from time to time, engage in transactions with and perform
services for NCI in the ordinary course of their business for
which they may receive customary fees and reimbursement of
expenses.  In addition, some of the agents and lenders are
lenders, and in some cases agents or managers for the lenders,
under the Loan and Security Agreement.

The term loans under the Amended Credit Agreement will mature four
years and six months from the Closing Date and, prior to such
date, will amortize in nominal quarterly installments equal to one
percent of the aggregate principal amount thereof per annum.

The term loans under the Amended Credit Agreement are prepayable
at NCI's option at any time without premium or penalty (other than
customary breakage costs).  NCI also has the ability to repurchase
a portion of the term loans under the Amended Credit Agreement
subject to certain terms and conditions set forth in the Amended
Credit Agreement.

Subject to certain exceptions, the term loans under the Amended
Credit Agreement are subject to mandatory prepayment and reduction
in an amount equal to:

     -- the net cash proceeds of (1) certain asset sales, (2)
        certain debt offerings and (3) certain insurance recovery
        and condemnation events;

     -- 50% of annual excess cash flow for any fiscal year ending
        on or after October 31, 2010, unless a specified leverage
        ratio target is met; and

     -- the greater of $10.0 million and 50% of certain 2009 tax
        refunds received by the Company.

The Amended Credit Agreement contains a number of covenants that,
among other things, limit or restrict the ability of the Company
and its subsidiaries to dispose of assets, incur additional
indebtedness, incur guarantee obligations, prepay other
indebtedness, make dividends and other restricted payments, create
liens, make investments, make acquisitions, engage in mergers,
change the nature of their business and engage in certain
transactions with affiliates.

In addition, under the Amended Credit Agreement, the Company and
its consolidated subsidiaries are subject to a financial covenant
that requires NCI to maintain a specified consolidated debt to
EBITDA leverage ratio for specified periods (the requirement for
this ratio varies throughout the term of the term loans under the
Amended Credit Agreement) beginning with the four fiscal quarter
period ending October 30, 2011.  NCI will, however, not be subject
to this financial covenant if certain prepayments or repurchases
of the term loans under the Amended Credit Agreement are made in
the specified period.

The Amended Credit Agreement contains customary events of default,
including non-payment of principal, interest or fees, violation of
covenants, material inaccuracy of representations or warranties,
cross default and cross acceleration to certain other material
indebtedness (including the ABL Financing), certain bankruptcy
events, certain ERISA events, material invalidity of guarantees or
security interest, material judgments and change of control.

The Amended Credit Agreement also provides that the Company has
the right at any time to request up to $50.0 million of
incremental commitments in the aggregate under one or more
incremental term loan facilities.  The lenders under the Amended
Credit Agreement will not be under any obligation to provide any
such incremental commitments, and any such addition of or increase
in commitments will be subject to pro forma compliance with an
incurrence-based financial covenant and customary conditions
precedent.  NCI's ability to obtain extensions of credit under
these incremental commitments will be subject to the same
conditions as extensions of credit would be under the Amended
Credit Agreement.

The members of the lending syndicate are:

     * WACHOVIA BANK, NATIONAL ASSOCIATION, Individually,
       as a Lender and as Administrative Agent and
       Collateral Agent,
     * AIB DEBT MANAGEMENT, LIMITED, as Lender,
     * AMEGY BANK NATIONAL ASSOCIATION, as Lender,
     * ARES ENHANCED LOAN INVESTMENT STRATEGY IR LTD.,
     * ARES ENHANCED CREDIT OPPORTUNITIES FUND LTD.,
     * ARES VIII CLO LTD.,
     * ARES VIR CLO LTD.,
     * ARES VR CLO LTD.,
     * BANK OF AMERICA, N.A., as Lender,
     * LONGHORN CDO (CAYMAN) LTD. as Lender,
     * CAPITAL ONE LEVERAGE FINANCE CORP., as Lender,
     * DEL MAR CLO I, LTD.,
     * CC ARBITRAGE, LTD., as Lender,
     * CENTAUR LOWLEV ARBITRAGE FUND LTD., as Lender,
     * OLYMPIC CLO I, as Lender,
     * SAN GABRIEL CLO I, as Lender,
     * SHASTA CLO I, as Lender,
     * CREDIT INDUSTRIEL ET COMMERCIAL, as Lender,
     * COMMERCIAL BANK, as Lender,
     * MERCANTIL COMMERCEBANK, NA, as Lender,
     * BIG SKY III SENIOR LOAN TRUST,by Eaton Vance Management
       as Investment Advisor, as Lender,
     * EATON VANCE CDO IX, LTD., by Eaton Vance Management
       as Investment Advisor, as Lender,
     * EATON VANCE CDO VIII, LTD., by Eaton Vance Management
       as Investment Advisor, as Lender,
     * EATON VANCE FLOATING RATE INCOME TRUST, by Eaton Vance
       Management as Investment Advisor, as Lender,
     * EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, by Eaton
       Vance Management as Investment Advisor, as Lender,
     * EATON VANCE LIMITED DURATION INCOME FUND, by Eaton
       Vance Management as Investment Advisor, as Lender,
     * EATON VANCE SENIOR FLOATING RATE INCOME TRUST, by Eaton
       Vance Management as Investment Advisor as Lender,
     * EATON VANCE VT FLOATING-RATE INCOME FUND, by Eaton Vance
       Management as Investment Advisor, as Lender,
     * GRAYSON & CO, by Boston Management and Research as
       Investment Advisor, as Lender,
     * SENIOR DEBT PORTFOLIO, by Boston Management and
       Research as Investment Advisor, as Lender,
     * FULLERTON CAPITAL PARTNERS, L.P., as Lender,
     * GE BUSINESS FINANCIAL SERVICES INC., (FORMERLY KNOWN
       AS MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.),
       as Lender,
     * GENERAL ELECTRIC CAPITAL CORPORATION, AS
       ADMINISTRATOR FOR, GE COMMERCIAL LOAN HOLDING LLC,
       as Lender,
     * GENERAL ELECTRIC CAPITAL CORPORATION, as Lender,
     * GENERAL ELECTRIC CAPITAL CORPORATION AS ADMINISTRATOR
       FOR, MERRITT CLO HOLDING LLC, as Lender,
     * SYCAMORE OPPORTUNITIES FUND, L.P., as Lender,
     * GUARANTY BANK (ACQUIRED BY BBVA COMPASS), as Lender,
     * HARRIS, N.A., as a Lender,
     * HIGHLAND LEGACY LIMITED,
     * LOAN FUNDING IV LLC,
     * LOAN FUNDING VII LLC,
     * ROCKWALL CDO II LTD.,
     * ING INVESTMENT MANAGEMENT CLO I, LTD.,
     * ING INVESTMENT MANAGEMENT CLO II, LTD.,
     * ING INVESTMENT MANAGEMENT CLO III, LTD.,
     * ING INVESTMENT MANAGEMENT CLO IV, LTD.,
     * ING INVESTMENT MANAGEMENT CLO V, LTD.,
     * JMB CAPITAL PARTNERS MASTER FUND, L.P.,
     * LUXOR CAPITAL LLC, as Lender,
     * MARATHON CLO I LTD., as Lender,
     * MARATHON CLO II LTD., as Lender,
     * VENTURE III CDO LIMITED, as Lender,
     * VENTURE IV CDO LIMITED, as Lender,
     * VENTURE IX CDO LIMITED, as Lender,
     * VENTURE V CDO LIMITED, as Lender,
     * MORGAN STANLEY INVESTMENT MANAGEMENT CROTON, LTD.,
       as Lender,
     * CONFLUENT 3 LIMITED, as Lender,
     * QUALCOMM GLOBAL TRADING, INC., as Lender,
     * NATIONAL CITY BANK, as Lender,
     * THE NORINCHUKIN BANK, NEW YORK BRANCH, through
       State Street Bank and Trust Company N.A. as Fiduciary
       Custodian, as Lender,
     * BOSTON HARBOR CLO-2004-1, LTD., as Lender,
     * COOPERATIVE CENTRALE RAIFFEINSEN-BOERENLEENBANK, B.A.
       "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lender,
     * SIERRA CLO II, as Lender,
     * THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH,
       as Lender,
     * TRUSTMARK NATIONAL BANK, as Lender,
     * UBS AG, STAMFORD BRANCH, as Lender,
     * WELLS FARGO BANK, N.A., as Lender,

                         The ABL Financing

The agents and lenders under the Loan and Security Agreement have
performed commercial banking, investment banking and advisory
services for the Company from time to time, including services
provided by an affiliate of Wachovia Bank, National Association,
in its capacity as the counterparty to our swap agreement, for
which they have received customary fees and reimbursement of
expenses.  The agents and lenders may, from time to time, engage
in transactions with and perform services for us in the ordinary
course of their business for which they may receive customary fees
and reimbursement of expenses. In addition, some of the agents and
lenders are lenders, and in some cases agents or managers for the
lenders, under the Amended Credit Agreement.

The Loan and Security Agreement provides for an asset-based
revolving credit facility which allows aggregate maximum
borrowings by the Company of up to $125.0 million.  Initial
availability under the ABL Financing is approximately
$67.0 million.  Availability will be reduced by issuance of
letters of credit as well as by borrowings.

The loans under the ABL Financing will mature on the earlier of
the fifth anniversary of the closing date thereof and the maturity
of the term loans under the Amended Credit Agreement.

The borrowers will pay (1) fees on the unused commitments of the
lenders under the Loan and Security Agreement ranging from 0.75%
to 1.00%, depending on the proportion of the loans that have been
drawn under the Loan and Security Agreement and (2) other
customary fees in respect of the ABL Financing.

The ABL Financing contains a number of covenants that, among other
things, limit or restrict the ability of the Company, the
borrowers and the other subsidiaries of the Company to dispose of
assets, incur additional indebtedness, incur guarantee
obligations, engage in sale and leaseback transactions, prepay
other indebtedness, modify organizational documents and certain
other agreements, create restrictions affecting subsidiaries, make
dividends and other restricted payments, create liens, make
investments, make acquisitions, engage in mergers, change the
nature of their business and engage in certain transactions with
affiliates.

In addition, the Loan and Security Agreement includes a minimum
fixed charge coverage ratio of one to one, which will apply if the
borrowers fail to maintain a specified minimum level of borrowing
capacity.

The Loan and Security Agreement contains customary events of
default, including non-payment of principal, interest or fees,
violation of covenants, material inaccuracy of representations or
warranties, cross default and cross acceleration to certain other
material indebtedness (including the term loan financing), certain
bankruptcy events, certain ERISA events, material invalidity of
guarantees, security interests or financing agreements, material
suspension or discontinuation of business, certain material
governmental orders, material judgments and change of control.

The Loan and Security Agreement also provides that the borrowers
have the right at any time to request up to $50.0 million of
incremental commitments in the aggregate under one or more
incremental term loan facilities.  The lenders under the Loan and
Security Agreement will not be under any obligation to provide any
such incremental commitments, and any such addition of or increase
in commitments will be subject to customary conditions precedent.
Our ability to obtain extensions of credit under these incremental
commitments will be subject to the same conditions as extensions
of credit under the Loan and Security Agreement.

The members of the lending syndicate are:

     * WELLS FARGO FOOTHILL, LLC, serves as Administrative Agent
       and Co-Collateral Agent,
     * BANK OF AMERICA, N.A., and GENERAL ELECTRIC CAPITAL
       CORPORATION, serve as Co-Collateral Agents,
     * WELLS FARGO FOOTHILL, LLC, and BANK OF AMERICA, N.A., as
       Joint Lead Arrangers, and
     * WELLS FARGO FOOTHILL, LLC, BANK OF AMERICA, N.A. and
       GENERAL ELECTRIC CAPITAL CORPORATION as Joint Lead
       Bookrunners

                      Intercreditor Agreement

The liens securing the obligations under the Amended Credit
Agreement, the permitted hedging agreements and the guarantees
thereof are first in priority (as between the term loan
refinancing and the ABL Financing) with respect to stock, material
real property and assets other than accounts receivable,
inventory, certain deposit accounts, associated intangibles and
certain other property of the Company and the guarantors, subject
to certain exceptions.  The liens are second in priority (as
between the term loan refinancing and the ABL Financing) with
respect to accounts receivable, inventory, certain deposit
accounts, associated intangibles and certain other property of the
Company and the guarantors, subject to certain exceptions.  The
details of the collateral rights between lenders under the Amended
Credit Agreement and lenders under the Loan and Security Agreement
are governed by an intercreditor agreement, dated as of the
Closing Date, among the borrowers, the term loan administrative
agent, the ABL administrative agent and the other parties thereto.

A full-text copy of the Amended and Restated Credit Agreement,
dated as of October 20, 2009, among the Company, as borrower,
Wachovia Bank, National Association, as administrative agent and
collateral agent and the several lenders party thereto, is
available at no charge at http://ResearchArchives.com/t/s?478e

A full-text copy of the Loan and Security Agreement, dated as of
October 20, 2009, by and among NCI Group, Inc. and Robertson-Ceco
II Corporation, as borrowers, the Company and Steelbuilding.Com,
Inc., as guarantors, Wells Fargo Foothill, LLC, as administrative
and co-collateral agent, Bank of America, N.A. and General
Electric Capital Corporation, as co-collateral agents and the
lenders and issuing bank party thereto, is available at no charge
at http://ResearchArchives.com/t/s?478f

A full-text copy of the Intercreditor Agreement, dated as of
October 20, 2009, by and among the Company, as borrower or
guarantor, certain domestic subsidiaries of the Company, as
borrowers or guarantors, Wachovia Bank, National Association, as
term loan agent and term loan administrative agent, Wells Fargo
Foothill, LLC, as working capital agent and working capital
administrative agent and Wells Fargo Bank, as control agent, is
available at no charge at http://ResearchArchives.com/t/s?4790

A full-text copy of the Guarantee and Collateral Agreement, dated
as of October 20, 2009 by the Company and certain of its
subsidiaries in favor of Wachovia Bank, National Association as
administrative agent and collateral agent, is available at no
charge at http://ResearchArchives.com/t/s?4791

A full-text copy of the Guaranty Agreement, dated as of October
20, 2009 by NCI Group, Inc., Robertson-Ceco II Corporation, the
Company and Steelbuilding.com, Inc., in favor of Wells Fargo
Foothill, LLC as administrative agent and collateral agent, is
available at no charge at http://ResearchArchives.com/t/s?4792

A full-text copy of the Pledge and Security Agreement, dated as of
October 20, 2009, by and among the Company, NCI Group, Inc. and
Robertson-Ceco II, to and in favor of Wells Fargo Foothill, LLC in
its capacity as administrative agent and collateral agent, is
available at no charge at http://ResearchArchives.com/t/s?4793

                        About NCI Building

NCI Building Systems, Inc. (NYSE: NCS) is one of North America's
largest integrated manufacturers of metal products for the
nonresidential building industry.  NCI is comprised of a family of
companies operating manufacturing facilities across the United
States and Mexico, with additional sales and distribution offices
throughout the United States and Canada.

NCI is proposing a financial restructuring to address an
immediate need for liquidity in light of a potentially imminent
default under, and acceleration of, its existing credit facility,
which may occur as early as November 6, 2009 (which may, in turn,
also lead to a default under, and acceleration of, its other
indebtedness, including the $180.0 million in principal amount of
2.125% Convertible Senior Subordinated Notes due 2024, and the
high likelihood that it will be required to repurchase the
convertible notes on November 15, 2009, the first scheduled
mandatory repurchase date under the convertible notes indenture

A copy of NCI's  Preliminary Prospectus/Disclosure Statement is
available at no charge at http://ResearchArchives.com/t/s?4626

As of August 2, 2009, the Company had $627.63 million in total
assets; and $624.23 million in total current liabilities and
$21.62 million in total long-term liabilities.


NCL CORP: Moody's Assigns 'B3' Corporate Family Rating
------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and Probability of Default Rating to NCL Corporation Ltd.  Moody's
also assigned a B3 rating to NCL's proposed $450 million senior
secured guaranteed notes and a SGL-3 Speculative Grade Liquidity
rating.  Proceeds from the Notes and a new $750 million bank
facility will be used to refinance existing debt.  The Notes will
be issued by NCL, guaranteed by four separate ship operating
entities, and secured by the cruise ship owned by each subsidiary.
The company's proposed $750M bank facility will share the same
security package as the Notes.

NCL's rating reflects the company's high leverage and modest
interest coverage, the challenging macro-economic operating
environment that could derail the company's ability to increase
net revenue yields, and thin availability under the company's
revolving credit facility.  Additionally, NCL needs to absorb
delivery of its new 4,200 berth ship, the Norwegian EPIC, which
will cause metrics to materially deteriorate in 2010.  The ratings
also consider the good quality of the company's fleet of cruise
ships that will enable it to effectively compete against it larger
rivals, its well known brand, and Moody's expectation that NCL
will generate positive free cash that can be deployed toward debt
repayment in 2011 and beyond.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity.  NCL is expected to generate sufficient cash flow to
meet its fixed charges and maintenance capital spending needs.
However, if NCL only achieves 50% of its projected net revenue
yield improvement, Moody's estimate that cash flow from operations
would be insufficient to cover maintenance capital spending and
mandatory amortizations.  This would require the company to draw
on its revolving credit facility thereby eroding the company's
already thin liquidity cushion.

Ratings assigned

* Corporate Family Rating at B3
* Probability of Default Rating at B3
* $450 million Senior Secured Notes due 2016 at B3 (LGD 4, 50%)

The last rating action with regard to NCL occurred on April 29,
2009, when Moody's withdrew the company's B2 Corporate Family
Rating and B3 senior unsecured bond rating.

NCL Corporation Limited, headquartered in Miami operates 10 cruise
ships that offer itineraries in North and South America as well as
Europe.


NCL CORP: S&P Assigns Corporate Credit Rating at 'B'
----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to NCL Corp. Ltd. At the same time,
S&P assigned its 'B+' issue-level rating to NCL's proposed
$450 million senior secured notes due 2016 with a recovery
rating of '2', indicating S&P's expectation for substantial
(70%-90%) recovery for lenders in the event of a payment default.

NCL plans to use the proceeds of the notes, in addition to
proceeds from a proposed $750 million senior secured revolver
ranking pari passu with the notes, to repay debt balances.  The
proposed notes and revolver are secured by mortgages on four NCL
ships: Norwegian Spirit, Norwegian Star, Norwegian Sun, and
Norwegian Dawn.  The outlook is negative.

"The rating reflects very high leverage and weak coverage of
interest expense over the next two years due to high levels of
planned debt-financed capital spending," said Standard & Poor's
credit analyst Emile Courtney, "and a liquidity profile that S&P
expects to be constrained by high amortization payments starting
in 2011."  These are offset partly by NCL's fair business position
as the third-largest cruise company serving the North American
market (behind Carnival and Royal Caribbean), an increase in
EBITDA margin over the past 12 months during a period of
significant economic challenge in the cruise industry and in the
leisure space broadly, and the expectation that the addition of
the company's newest ship, Norwegian Epic, will add significant
capacity and cash flow to NCL in 2010 and 2011.


NEIMAN MARCUS: Swings to $668MM Net Loss for Aug. 1 Fiscal Year
---------------------------------------------------------------
Neiman Marcus, Inc., swung to a net loss of $668,046,000 for the
fiscal year ended August 1, 2009, from net earnings of
$142,813,000 for the fiscal year ended August 2, 2008.

Neiman Marcus' revenues in fiscal year 2009 were significantly
impacted by a lower level of customer demand.  Its revenues for
fiscal year 2009 were $3,643,300,000, a decrease of 20.8% as
compared to fiscal year 2008 reflecting a decline in comparable
revenues of 21.4%.  Comparable revenues decreased in fiscal year
2009 for both Neiman Marcus' Specialty Retail stores and Direct
Marketing operation.

At August 1, 2009, the Company had $5,581,026,000 in total assets
against total current liabilities of $563,493,000 and total long-
term liabilities of $4,098,698,000. At August 1, 2009, the Company
had $400,846,000 in retained deficit and $918,835,000
stockholders' equity.

Neiman Marcus' cash provided by its operating activities was
$210,800,000 in fiscal year 2009, a decrease of $74,500,000 from
the prior fiscal year as a result of lower revenues and earnings.
Despite the decrease in cash provided by operating activities,
Neiman Marcus held cash balances of $323,400,000 at August 1,
2009, compared to $239,200,000 at August 2, 2008.  At August 1,
2009, Neiman Marcus had no borrowings outstanding under its Asset-
Based Revolving Credit Facility, $32,800,000 of outstanding
letters of credit and $468,500,000 of unused borrowing
availability.  At October 3, 2009, Neiman Marcus had $507,200,000
of unused borrowing availability.

Given the dislocation in the financial markets and the uncertainty
as to when reasonable conditions will return, Neiman Marcus has
elected to pay PIK Interest for the three quarterly interest
periods ending October 14, 2009, and to make such interest
payments with the issuance of additional Senior Notes at the PIK
Interest rate of 9.75% instead of paying interest in cash.  As a
result, the original principal amount of Senior Notes of
$700,000,000 increased by $17,100,000 on April 14, 2009, and
$17,400,000 on July 14, 2009, and will increase by $18,100,000 on
October 14, 2009.

After October 15, 2010, Neiman Marcus is required to make all
interest payments on the Senior Notes entirely in cash.

                         Highly Leveraged

Neiman Marcus admits to being highly leveraged.  As of August 1,
2009, the principal amount of Neiman Marcus Group's total
indebtedness was roughly $2,984,900,000, the unused borrowing
availability under the $600,000,000 Asset-Based Revolving Credit
Facility was $468,500,000 and the outstanding letters of credit
were $32,800,000.  NMG's substantial indebtedness, combined with
its lease and other financial obligations and contractual
commitments, could have other important consequences:

     -- make it more difficult for NMG to satisfy its obligations
        with respect to its indebtedness and any failure to comply
        with the obligations of any of its debt instruments,
        including restrictive covenants and borrowing conditions,
        could result in an event of default under the agreements
        governing NMG's indebtedness;

     -- make NMG more vulnerable to adverse changes in general
        economic, industry and competitive conditions and adverse
        changes in government regulation;

     -- require NMG to dedicate a substantial portion of its cash
        flow from operations to payments on its indebtedness,
        thereby reducing the availability of cash flows to fund
        working capital, capital expenditures, acquisitions and
        other general corporate purposes;

     -- limit NMG's flexibility in planning for, or reacting to,
        changes in NMG's business and the industry in which it
        operates;

     -- place NMG at a competitive disadvantage compared to its
        competitors that are less highly leveraged;

     -- limit NMG's ability to obtain credit from its vendors
        and/or the vendors' factors; and

     -- limit NMG's ability to borrow additional amounts for
        working capital, capital expenditures, acquisitions, debt
        service requirements, execution of its business strategy
        or other purposes.

                       Preliminary Results

On September 3, 2009, Neiman Marcus announced preliminary total
revenues and comparable revenues of approximately $241.0 million
and $237.0 million, respectively, for the four-week period ended
August 29, 2009. In the four-week August period of fiscal year
2010, total revenues decreased 15.3% and comparable revenues
decreased 16.6% compared to the four-week August period of fiscal
year 2009.  Comparable revenues decreased 19.6% in Neiman Marcus'
Specialty Retail stores and increased 0.1% in its Direct Marketing
operation for the four-week August period of fiscal year 2010.

On October 8, 2009, Neiman Marcus announced preliminary total
revenues and comparable revenues of approximately $353.5 million
and $344.2 million, respectively, for the five-week period ended
October 3, 2009 and $594.5 million and $581.2 million,
respectively, for the nine-week period ended October 3, 2009. In
the five-week September period of fiscal year 2010, total revenues
decreased 14.8% and comparable revenues decreased 16.9% compared
to the five-week September period of fiscal year 2009.  Comparable
revenues decreased 17.6% in Neiman Marcus' Specialty Retail stores
and 13.6% in Neiman Marcus' Direct Marketing operation for the
five-week September period of fiscal year 2010.  In the nine-week
September period of fiscal year 2010, total revenues decreased
15.0% and comparable revenues decreased 16.8% compared to the
nine-week September period of fiscal year 2009.  Comparable
revenues decreased 18.4% in Neiman Marcus' Specialty Retail stores
and 8.3% in Neiman Marcus' Direct Marketing operation for the
nine-week September period of fiscal year 2010.

                              Outlook

Neiman Marcus expects retail demand and revenues will remain weak
for an extended period of time.  Neiman Marcus will continue to
align its inventory levels and purchases with anticipated lower
customer demand.  Despite the anticipated continuation of current
economic conditions, Neiman Marcus believes the cash generated
from its operations along with its available sources of financing
will enable the Company to meet its cash obligations for fiscal
year 2010.

A full-text copy of the Company's annual report is available at no
charge at http://ResearchArchives.com/t/s?479c

                        About Neiman Marcus

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


NEIMAN MARCUS: To Issue of 9%/9-3/4%, 10-3/8% & 7.125% Notes
------------------------------------------------------------
The Neiman Marcus Group, Inc., filed documents with the Securities
and Exchange Commission regarding a planned issuance of 9%/9-3/4%
Senior Notes due 2015 and 10-3/8% Senior Subordinated Notes due
2015.  The notes will mature October 15, 2015.

The 9%/9-3/4% Senior Notes due 2015 will be the Company's
unsecured, senior obligations and will rank equally in right of
payment with all of its existing and future senior indebtedness,
senior to all of its existing and future subordinated
indebtedness, including the senior subordinated notes, and
effectively junior to all of its existing and future secured
indebtedness, including its senior secured credit facilities and
its 7.125% senior debentures due 2028, to the extent of the
collateral securing such obligations.

The 10-3/8% Senior Subordinated Notes due 2015 will be the
Company's unsecured, senior subordinated obligations and will rank
junior in right of payment to all of its existing and future
senior indebtedness, including its senior secured credit
facilities, its 2028 debentures and the senior notes.

Neiman Marcus, Inc., NMG's parent company, and each of its wholly
owned domestic subsidiaries that has guaranteed the senior secured
credit facilities, unconditionally guarantees the senior notes
with guarantees that will rank equal in right of payment to all of
the senior indebtedness of such guarantor, and unconditionally
guarantees the senior subordinated notes with guarantees that will
be subordinated in right of payment to all existing and future
senior indebtedness of such guarantor.

Prior to October 15, 2010, the Company may redeem some or all of
the notes at a redemption price equal to the "make whole" amount
for notes of the relevant series set forth.  On or after
October 15, 2010, the Company may redeem some or all of the notes
at the redemption prices for notes of the relevant series set
forth.

A full-text copy of the preliminary prospectus is available at no
charge at http://ResearchArchives.com/t/s?479d

                 7.125% Senior Debentures Due 2028

Neiman Marcus Group also filed documents regarding a planned
issuance of 7.125% Senior Debentures due 2028.  The notes will
mature June 1, 2028.

The 2028 debentures are Neiman Marcus' senior obligations and rank
equal in right of payment with all of its existing and future
senior indebtedness, senior to all of its existing and future
subordinated indebtedness, and effectively junior to all of its
existing and future indebtedness that is secured by collateral
that does not also secure the 2028 debentures, to the extent of
the value of such assets securing such other obligations.

The 2028 debentures were unsecured when originally issued, but
were granted security pursuant to the requirements of the negative
pledge covenant contained in the indenture governing the 2028
debentures, as a result of Neiman Marcus' incurrence of secured
indebtedness in the Transactions.  The 2028 debentures are
currently equally and ratably secured by a first lien security
interest on specified collateral that also secures Neiman Marcus'
senior secured credit facilities.  Because the 2028 debentures'
security interest on the specified collateral has been granted
only for purposes of compliance with the negative pledge covenant
contained in the indenture governing the 2028 debentures, the 2028
debentures are secured only for so long as the senior secured
credit facilities (or other secured indebtedness subject to the
2028 debentures' negative pledge clause) and the liens thereunder
remain in existence and the specified collateral is subject to
release under the senior secured credit facilities without the
consent of holders of the 2028 debentures.

The 2028 debentures are redeemable, in whole or in part, at Neiman
Marcus' option, at any time, at a redemption price equal to the
greater of (a) 100% of the principal amount of such debentures and
(b) the sum of the present values of the remaining scheduled
payments, discounted on a semiannual basis at the treasury rate
determined as described in the prospectus plus 20 basis points,
plus accrued interest to the date of redemption.

The 2028 debentures are represented by global debentures
registered in the name of The Depository Trust Company.

Neiman Marcus Inc. has unconditionally guaranteed the 2028
debentures with a guarantee that ranks equal in right of payment
to all of its senior indebtedness.

A full-text copy of the preliminary prospectus is available at no
charge at http://ResearchArchives.com/t/s?479e

According to the Company, the prospectus will be used by Credit
Suisse Securities (USA) LLC in connection with offers and sales in
market-making transactions at negotiated prices related to
prevailing market prices.  There is currently no public market for
the securities.  The Company does not intend to list the
securities on any securities exchange.  Credit Suisse Securities
(USA) LLC has advised the Company that it is currently making a
market in the securities; however, it is not obligated to do so
and may stop at any time.  Credit Suisse Securities (USA) LLC may
act as principal or agent in any such transaction.  The Company
will not receive the proceeds of the sale of the securities but
will bear the expenses of registration.

                        About Neiman Marcus

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


NEUMANN HOMES: Bracewell Tapped to Pursue Potential Claims
----------------------------------------------------------
Neumann Homes Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the Northern District of Illinois to approve
a supplemental agreement it entered into with Bracewell &
Giuliani LLP, governing the terms of employment of the firm as
their special counsel.

The Debtors tapped the services of Bracewell to pursue potential
claims on behalf of their estates, including claims against their
former executive, Kenneth Neumann and his wife, and disputes
involving properties in NeuDearborn Station, one of the Debtors'
residential development projects.

Under the Supplemental Agreement, Bracewell will be tasked to
evaluate claims, including those relating to the Debtors'
residential development known as Mountain Shadows in Colorado,
Tadian Holdings and any person or property that is subject to
potential recovery.

The Supplement Agreement also provides that Bracewell's
compensation for pursuing the claims against the NeuDearborn
Properties will be a contingency fee of 40% of the net sum
recovered from those claims, unless Bracewell and the Debtors
agree that the firm's compensation should be either some
contingency percentage less than 40% of the net sum recovered, or
payment on an hourly basis at the rates stated in the parties'
Employment Agreement.

The Debtors' retention and employment of Bracewell will also be
non-exclusive and that the Debtors may engage other counsel to
provide the services, as noted under the Supplemental Agreement.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: Plan Outline Hearing Continued to October 28
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
further adjourned the hearing to consider approval of the
disclosure statement explaining the Joint Plan of Liquidation
filed by Neumann Homes Inc. and its affiliated debtors to
October 28, 2009.

Initial hearings for the consideration of the adequacy of the
Disclosure Statement were held on September 24 and October 14,
2009.  The Debtors utilized both hearings to apprise the Court of
developments affecting their Plan and Disclosure Statement.  The
Debtors aim to use the extra time afforded by the Court to
address Plan-related concerns of parties-in-interest.  The
Disclosure Statement Hearing was originally set for September 23,
2009.

The Debtors filed their Joint Plan of Liquidation and Disclosure
Statement on August 26, 2009.  The Plan provides for the
liquidation of the Debtors' assets and the distribution of the
net proceeds to creditors in order of the relative priority for
distribution.

The Plan contemplates and is predicated upon entry of an order,
which may be the confirmation order, that would substantively
consolidate the Debtors' estates and their bankruptcy cases for
purposes of all actions associated with confirmation and
consummation of the Plan.

Claims against and interests in the Debtors are divided into 12
classes under the Plan.  Administrative claims and priority tax
claims are to be paid in full.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: Proposes to Employ Keating as Special COunsel
------------------------------------------------------------
Neumann Homes Inc. and its affiliated debtors seek permission
from the U.S. Bankruptcy Court for the Northern District of
Illinois to employ Keating & Shure Ltd. as their special counsel.

The Debtors want to tap the services of Chicago-based Keating &
Shure to pursue claims and causes of action on behalf of their
estates, including preference and turnover actions against third
parties not handled by other legal professionals they have
employed.

As special counsel to the Debtors, Keating & Shure will be
tasked to:

  (1) assist and advise the Debtors in analyzing the claims
      and causes of action against certain third parties;

  (2) prepare and file pleadings to pursue the Debtors' claims
      and causes of action to recover the value of certain tax
      refunds, preferential transfers and other assets;

  (3) conduct examinations of witnesses, claimants and other
      parties in connection with the litigation;

  (4) represent the Debtors in any proceedings affecting the
      Debtors' claims and causes of action;

  (5) collect any judgment that may be entered in the litigation
      related to the claims and causes of action; and

  (6) handle any appeals that may result from the litigation.

Keating & Shure will be paid for its services a contingency fee
of 40% of the net sum received from the claims and causes of
action, unless the firm and the Debtors agree that on a certain
matter, Keating & Shure should be paid its standard hourly rate
of $325.

Mark Shure, Esq., at Keating & Shure, assures the Court that his
firm does not have interest adverse to the interest of the
Debtors' estate or any class of creditors and equity holders, and
that his firm is a "disinterested person" under Section 101(14)
of the Bankruptcy Code.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NEWARK GROUP: Cancels Registration of 9-3/4% Sr. Sub Notes
----------------------------------------------------------
The Newark Group, Inc., filed a Form 15 with the Securities and
Exchange Commission to terminate the registration of its 9-3/4%
Senior Subordinated Exchange Notes due 2014.

As reported by the Troubled Company Reporter on September 1, 2009,
Newark Group, Wachovia Bank, National Association, and the
requisite lenders under Newark Group's asset-based senior secured
revolving credit facility on August 7, 2009, entered into an
extension of the parties' Forbearance Agreement, effective as of
July 31, 2009, to further extend the forbearance expiration period
to October 31, subject to there being no further defaults.

On February 20, 2009, Newark Group, Wachovia, and the requisite
lenders completed the execution and delivery of a Forbearance
Agreement pursuant to which, among other things, the ABL Lenders
agreed to forbear from exercising certain rights as a result of
the occurrence of certain events of default under the Company's
asset-based senior secured revolving credit facility.  The
Forbearance Agreement was amended twice to extend the forbearance
period to July 31, 2009.

The extended forbearance period is designed to give the Company
additional time to negotiate changes to its loan facilities and
capital structure with the ABL Lenders, the lenders under the
Company's credit-linked loan facility, and the holders of the
Company's 9-3/4% Senior Subordinated Notes due 2014 issued
pursuant to an Indenture dated as of March 12, 2004.  Neither the
ABL Lenders nor the lenders under the CL Facility nor the holders
of the Notes have taken any action to accelerate the obligations
due under their respective credit agreements.

                        About Newark Group

The Newark Group, Inc. -- http://www.newarkgroup.com/-- is an
integrated producer of 100% recycled paperboard and paperboard
products. The Company primarily manufactures core board, folding
carton (predominantly uncoated) and industrial converting grades
of paperboard. It is a major North American producer of tubes,
cores and allied products, and is a producer of laminated products
and graphic board in both North America and Europe.  It also
collects, trade and process recovered paper in North America. The
Newark Group, Inc. supplies its products to the paper, packaging,
stationery, book printing, construction, plastic film, furniture
and game industries. The Company operates in three reportable
segments: Paperboard, Converted Products, and International and
its products are categorized into five product lines: recovered
paper; 100% recycled paperboard; laminated products and
graphicboard; tubes, cores and allied products, and solidboard
packaging.

In May 2009, Moody's Investors Service downgraded the Corporate
Family Rating of The Newark Group Inc. to Ca from Caa3 and changed
the Probability of Default Rating to Ca/LD from Caa3.
Concurrently, the rating on the senior secured credit-linked
facility was lowered to Caa2 from Caa1 and the rating on the
senior subordinated notes was lowered to C from Ca.  Moody's
affirmed the SGL-4 Speculative Grade Liquidity rating.  The
ratings outlook remains negative.

The Company has yet to file its quarterly report for the period
ended January 31, 2009.  As of October 31, 2008, the Company had
$554,960,000 in total assets and $ 463,334,000 in total
liabilities.


NOVA HOLDING: Court Approves Sale of All Assets to Clinton County
-----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approved the sale of all or substantially all of Nova
Holding Clinton County LLC. and its debtor-affiliates' assets,
including the sale of Nova Biofuels Clinton County, LLC's assets
to Clinton County Bio Energy, LLC.

As reported in the Troubled Company Reporter on Aug. 5, 2009, the
assets to be sold consist of:

   (i) Nova Seneca, LLC's assets;

  (ii) Nova Biofuels Clinton County, LLC's assets; and

(iii) the proprietary, patented process technology utilized by
       the Debtors in the production of biodiesel and owned by
       Nova Biosource Technologies, LLC.

Clinton owns and operates the Clinton County, Iowa refinery, while
Seneca owns the Seneca, Illinois refinery, the Debtors' flagship
refinery.  WestLB AG (New York Branch) holds prepetition liens in
all of the Seneca assets and postpetition liens on all sale
assets.

As consideration for the Clinton assets, Clinton County Bio
Energy, the buyer, has offered to pay cash at closing of
$1,200,000 plus (A) pre-paid expenses, and (B) the dollar amount
of any sales tax, use tax or similar tax attributable to the sale
or transfer of the purchased assets and exclusive of Bio Energy's
payment of cure amounts.  Bio Energy has also agreed to assume all
of Sellers' liabilities arising from and after the closing date
under the Clinton executory contracts and unexpired leases, and
the cure amounts.

The sale of the Debtors' assets will be on an "as is, where is"
basis.

                 About Nova Holding Clinton County

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081).  Michael
B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz,
Esq., at Blank Rome LLP, in Philadelphia, represent the Debtors as
counsel.  David W. Carickhoff, Esq., at Blank Rome LLP, is
Delaware counsel to the Debtors.  The Debtors listed between
$10 million and $50 million each in assets and debts.


NOVA HOLDING: Court OKs DIP Facility Increase to $2.6 Million
-------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware granted Nova Holding Clinton County LLC and its
debtor-affiliates authorization to enter into the second DIP
amendment, increasing the aggregate commitment to $2,600,000.

As reported in the Troubled Company Reporter on July 8, 2009, the
Court granted the Debtors, authorization, on a final basis, to
obtain $2,030,000 senior secured postpetition financing from
WestLB AG (New York Branch).

The Debtors' authority to use the proceeds of the DIP facility
will terminate automatically upon, and the Borrowers will pay any
outstanding portion of the DIP facility in full, to the DIP agent
in immediately available funds on the earliest of (i) either: (x)
Oct. 30, 2009, or (y) the closing of the transactions contemplated
by the asset purchase agreement, dated as of Sept. 23, 2009,
between Seneca and Technologies as sellers and REG Seneca as
purchaser; (ii) the date of acceleration of any outstanding
portion of the DIP facility; (iii) the first business day on which
either the final DIP order or this order expire; (iv) conversion
or dismissal of the case; and (v) effective date of the plan of
reorganization.

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain affiliates filed for Chapter 11 protection on
March 30, 2009 (Bankr. D. Del. Lead Case No. 09-11081).  Michael
B. Schaedle, Esq., Melissa S. Vongtama, Esq., and Josef W. Mintz,
Esq., at Blank Rome LLP, in Philadelphia, represent the Debtors as
counsel.  David W. Carickhoff, Esq., at Blank Rome LLP, is
Delaware counsel to the Debtors.  The Debtors listed between
$10 million and $50 million each in assets and debts.


NTK HOLDINGS: Gets Interim Nod to Use Cash Collateral
-----------------------------------------------------
NTK Holdings, Inc., and its debtor affiliates seek authority from
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to use the cash collateral securing their
prepetition indebtedness under the Credit Agreement dated May 20,
2008, and the Indenture dated May 20, 2008.

The Debtors seek authority to use the Cash Collateral for the
operation of their business in the ordinary course, provided that
the Debtors will not be entitled to use Cash Collateral if, at
the time of any measurement, (i) total liquidity is less than
$100 million or (ii) total liquidity is less than $125 million
and the Debtors' aggregate cash disbursements, on a cumulative
basis, exceed 120% of the aggregated projected amount of all
total cash disbursements as provided in the Debtors' 13-week
projections.

The Debtors seek to use Cash Collateral for the period from the
Petition Date through the date which is the earliest to occur of
(a) entry of an order granting the request on a final basis, (b)
the expiration of the Remedies Notice Period, or (c) the
occurrence of an event of default.

The Events of Default include:

  (a) the Debtors' obtaining after the Petition Date of credit
      or the incurring of indebtedness that is (i) secured by a
      security interest, mortgage or other lien on any portion
      of the Collateral equal or senior to any security
      interest, mortgage or other lien of the Prepetition
      Administrative Agent and the Prepetition Secured Lenders,
      or (ii) entitled to priority administrative status equal
      or senior to that granted to the Prepetition
      Administrative Agent and Prepetition Secured Lenders;

  (b) the entry of an order by the Court, other than the Interim
      Cash Collateral Order, granting relief from or modifying
      the automatic stay (i) to allow any creditor to execute
      upon or enforce a lien on or security interest in any
      Collateral with a value in excess of $25,000,000 in the
      aggregate during the pendency of the Debtors' Cases, or
      (ii) with respect to any lien of or the granting of any
      lien on any Collateral to any state or local environmental
      or regulatory agency or authority, which in either case
      would have a material adverse effect on the business,
      operations, property, assets, or condition, financial or
      otherwise, of the Debtors;

  (c) dismissal of the Chapter 11 Cases or conversion of the
      Chapter 11 Cases to cases under Chapter 7 of the
      Bankruptcy Code, or appointment of a Chapter 11 trustee or
      examiner with enlarged powers or other responsible person;

  (d) the sale after the Petition Date of any portion of any of
      the Debtors' assets that constitute Collateral with a
      value in excess of $5,000,000 in the aggregate during
      the pendency of the Cases outside the ordinary course of
      business without an order of the Court;

  (e) upon written notice from either of the Prepetition Agents,
      the material failure to make Adequate Protection Payments
      or other payments to the Prepetition Administrative Agent
      and Prepetition Secured Lenders when due;

  (f) the Debtors' failure to obtain an order of the Court
      within 10 days after the Petition Date scheduling a
      hearing for confirmation of the Debtors' Prepackaged
      Plan; and

  (g) the Debtors' failure to obtain entry of the Final Cash
      Collateral Order within 45 days after the Petition Date.

Immediately upon the occurrence and during the continuation of an
Event of Default, the Prepetition Administrative Agent may
declare a termination, reduction or restriction on the ability of
the Debtors to use Cash Collateral.

In order to protect the Prepetition Lenders from any Diminution
in Value of their respective interest in the Cash Collateral, the
Debtors propose to grant adequate protection, in the form of
liens, claims, and postpetition payments, to the Prepetition
Lenders:

-- the Prepetition Administrative Agent will receive (a) the
    Senior Adequate Protection Liens; (b) the Senior Adequate
    Protection Superpriority Claim; (c) the Senior Adequate
    Protection Payments; (d) current payments of interest at the
    non-default rate set forth in the Prepetition Credit
    Documents, fees and other amounts due under the Prepetition
    Credit Documents; and (e) ongoing payment of the reasonable
    fees, costs and expenses of the Prepetition Administrative
    Agent and the Prepetition Secured Lenders under the
    Prepetition Credit Documents.

-- the Prepetition Indenture Trustee, for the benefit of itself
    and the 10% Noteholders, will receive (a) the Senior
    Adequate Protection Liens; (b) the Senior Adequate
    Protection Superpriority Claim; (c) the Senior Adequate
    Protection Payments; (d) current payments of interest at the
    non-default rate set forth in the Prepetition Indenture
    Documents, fees and other amounts due under the Prepetition
    Indenture Documents; and (e) ongoing payment of the
    reasonable fees, costs and expenses of the Prepetition
    Indenture Trustee under the Prepetition Indenture Documents.

-- the Prepetition Indenture Trustee, for the benefit of itself
    and the 10% Noteholders, will receive (a) the Junior
    Adequate Protection Liens and (b) the Junior Adequate
    Protection Superpriority Claim.

-- the Prepetition Administrative Agent, for the benefit of
    itself and the Prepetition Secured Lenders will receive with
    respect to its prepetition second liens on the Noteholder
    First Lien Collateral (a) the Junior Adequate Protection
    Liens and (b) the Junior Adequate Protection Superpriority
    Claim.

The "Carve Out" means these expenses:

(a) statutory fees payable to the Court or to the United States
     Trustee pursuant to Section 1930(a)(6) of the Judiciary and
     Judicial Procedure;

(b) the accrued and unpaid professional fees and disbursements
     incurred for any professionals of any statutory committee
     or the Debtors retained by final order of the Court under
     Sections 327, 328, 363 or 1102 of the Bankruptcy Code
     incurred prior to the Termination Declaration Date, to the
     extent allowed or later allowed by order of the Court under
     Sections 328, 330 or 331 and any interim compensation
     procedures order, and

(c) after the Termination Declaration Date, the fees and
     expenses of Case Professionals in an amount not to exceed
     $3 million.

According to Gary T. Holtzer, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Debtors do not have available sources of
working capital and financing to carry on the operation of their
businesses without the use of Cash Collateral.  The Debtors'
ability to maintain business relationships with their vendors,
suppliers and customers and to meet payroll and other operating
expenses, he asserts, is essential to the Debtors' continued
viability and the value of their businesses as going concerns.
Mr. Holtzer avers that the use of Cash Collateral is therefore
critical to the preservation and maintenance of the going concern
value of the Debtors, as well as the value of the Collateral.

"Without the liquidity provided by the use of Cash Collateral,
the Debtors will simply be unable to conduct normal business
operations, will be unable to pay basic expenses, including
payroll, utilities, and supplier payments, and will suffer a
precipitous loss of value to the detriment of all parties in
interest," Mr. Holtzer asserts.

                         *     *    *

The Court has authorized the Debtors to use their Cash Collateral
on an interim basis.  The Debtors may use the Cash Collateral for
the period from the Petition Date through the date that is the
earliest to occur of (a) entry of the Final Order, (b) the
expiration of the Remedies Notice Period, or (c) the occurrence
of an Event of Default.

On or before October 27, 2009, the Debtors will serve, by United
States mail, first-class postage prepaid, notice of the entry of
the Interim Order and of the Final Hearing, together with a copy
of this Interim Order and the Motion, on: (a) the parties having
been given notice of the Interim Hearing; (b) any palty which has
filed prior to the date a request for notices with the Court; (c)
counsel for any Statutory Committee; (d) the 30 largest unsecured
creditors of the Debtors on a consolidated basis; and (e) any
additional parties required to be served pursuant to Local Rule
2002-1 (b).

The Final Hearing to consider entry of the Final Order on the
Cash Collateral is scheduled for December 4, 2009, at 10:00 a.m.
(Eastem time).  Objections to the Final Order are due on
November 23, 2009, at 4:00 p.m. (Eastem time).

A full-text copy of the Interim Cash Collateral Order is
available for free at:

       http://bankrupt.com/misc/NTK_IntCashCollOrd1023.pdf

                        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.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: To Honor Prepetition Customer Obligations
-------------------------------------------------------
Pursuant to Sections 105(a), 362(d), 363(b), and 503(b)(l) of the
Bankruptcy Code, NTK Holdings Inc. and its units sought and
obtained from the Court an order authorizing them to honor and
continue certain prepetition customer programs.

Prior to the Petition Date, in the ordinary course of business,
and as is customary in the building products manufacturing
industry, the Debtors instituted and engaged in certain
activities to develop and sustain a positive reputation and
relationship with their customers.  To that end, the Debtors
implemented various customer programs and policies designed to
ensure customer satisfaction, drive sales, meet competitive
pressures, develop and sustain customer relationships and
loyalty, improve profitability, and generate goodwill for the
Debtors and their products and services.

According to Gary T. Holtzer, Esq., at Weil, Gotshal & Manges
LLP, in New York, the Customer Programs are integral to the
Debtors' efforts to stabilize and restore vitality to their
businesses and ultimately deliver the most value to all
stakeholders in the Debtors' Chapter 11 cases.  The Debtors
believe that they must promptly assure customers of their
continued ability to satisfy prepetition and postpetition
obligations under the Customer Programs to maintain their
valuable customer base, and myriad other important benefits
derived there from, following the commencement of their Cases.

Due to the diverse range of customers for whom the Debtors
provide product and the diverse range of products the Debtors
produce, many contracts between the Debtors and their customers
are unique and many include customer-specific incentives.

There are six general types of Customer Programs that the Debtors
use in their businesses and which exist, or may come to exist, in
many of the Debtors' customer contracts:

  (a) warranty programs,

  (b) volume-based rebate programs,

  (c) cooperative advertising and other marketing-related rebate
      programs,

  (d) customer indemnity programs,

  (e) programs involving back charges, retainage, contract
      changes and deposits, and

  (f) programs involving customer refunds, returns and
      allowances for credit, exchanges, billing, shipping and
      other normal course customer obligations.

These Customer Programs permit the Debtors to cater flexibly to
the needs of their diverse customer base, Mr. Holtzer said.

The Debtors believe that the continuation of the Customer
Programs constitute "ordinary course of business" practices, and,
therefore, does not require Court approval.  However, out of an
abundance of caution, the Debtors seek authorization, but not
direction, to continue, renew, replace, implement, modify, or
terminate the Customer Programs as they deem appropriate, and to
honor their undisputed prepetition obligations, in the ordinary
course of business, without interruption, in accordance with
prepetition practices.

At the Debtors' behest, the Court authorizes and directs all
applicable banks and other financial institutions to receive,
process, honor and pay any and all checks drawn or electronic
funds transferred to pay obligations under the Customer Programs,
whether the checks were presented prior to or after the Petition
Date.

The Debtors estimate that the cost of honoring prepetition
obligations under their Customer Programs will be approximately
$114.4 million, and the cost of honoring the programs during
the two months following the Petition Date to be approximately
$27.7 million.  The Debtors estimate that the cost of honoring
their Customer Programs in the 20 days after the Petition Date to
be approximately $11.2 million.

                        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.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: To Honor Prepetition Employee Obligations
-------------------------------------------------------
NTK Holdings Inc. and its units obtained the Court's authority to
(a) pay, in their sole discretion, wages, salaries, compensation,
employee benefits, bonuses and severance obligations and (b)
maintain and continue to honor their practices, programs, and
policies for their employees as they were in effect on the
Petition Date.

The Debtors also ask the Court to authorize and direct the
Debtors' banks and financial institutions to honor and process
checks and electronic funds transfers related to the obligations.

In the ordinary course of their businesses, the Debtors incur
payroll and various other obligations and provide other benefits
to their employees for the performance of services.  As of the
Petition Date, the Debtors employ approximately 4,542 full-time
employees, of which:

  -- approximately 1,420 are salaried employees;

  -- approximately 3,011 are non-union employees paid on an
      hourly basis; and

  -- approximately 111 employees are employed pursuant to an
     independent collective bargaining agreement between the
     Debtors and the Sheet Workers' International Association,
     Local Union Number 16 and paid on an hourly basis.

The Debtors also employ approximately 306 part-time employees who
are paid on an hourly basis.

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors have incurred obligations to their
Employees in the period prior to the Petition Date.  Certain of
those costs and obligations are outstanding, due and payable,
while others will become due and payable in the ordinary course
of the Debtors' businesses after the Petition Date.

The Employee Obligations are generally categorized as:

                                              Unremitted or
                                              Unpaid As Of
Employee Obligations                         Petition Date
--------------------                         -------------
A. Wages, Salaries, Commissions,
    and Incentive Programs

    (a) Wage and salary obligations             $6,300,000
    (b) Payroll Taxes                            1,800,000
    (c) Deductions                                 500,000
    (d) Garnishments                                54,000
    (e) Obligations in respect of
        payroll processing service                 130,000
    (f) Reimbursement of expenses                  300,000
    (g) Commission and incentive obligations     2,900,000

B. Employee Benefits Programs

    (a) Self-Insured Plans                       4,500,000
    (b) Third-Party Insured Plans                1,000,000
    (c) Company-Sponsored Employee Benefits      11,400,00

Mr. Holtzer asserts that absent an order granting the request,
the Employees could suffer undue hardship and, in many instances,
serious financial difficulties, as the amounts in question may be
needed to enable certain of the Employees to meet their own
personal financial obligations.  Without the request, the
stability of the Debtors will be undermined, perhaps irreparably,
by the distinct possibility that otherwise loyal Employees will
seek other employment alternatives, he further asserts.  In
addition, it would be inequitable to require the Employees to
bear personally the cost of any business expenses they incurred
prepetition on behalf of the Debtors with the understanding that
they would be reimbursed, he contends.

Mr. Holtzer avers that the Debtors simply cannot risk the
substantial damage to their businesses that would inevitably
attend any decline in their Employees' morale.  Moreover, because
the Prepackaged Cases are advancing under a compressed schedule
and because general unsecured claims are unimpaired under the
Prepackaged Plan, paying the Employees in the ordinary course of
business will enable the Debtors to operate smoothly during the
Cases.  The request allows the Debtors to focus on consummating
the Prepackaged Plan for the benefit of their estates and
creditors.  Under the circumstances, approval of the request is
appropriate, Mr. Holtzer says.

In addition, the Debtors believe it is necessary to continue
payment of administrative fees to the administrators of the
Debtors' Employee Obligations and to the administrators of
programs related to Employee Benefits.  Without the continued
service of these administrators, the Debtors will be unable to
continue to honor their obligations under these programs in an
efficient and cost-effective manner.

                         *     *     *

The Court authorizes, but not requires, the Debtors to satisfy
all Prepetition Employee Obligations in accordance with the
Debtors' stated policies, on an interim basis.

The Court also authorizes and directs the banks or other
financial institutions to process, honor, and pay any checks
drawn or electronic funds transfers requested on the Debtors'
account to pay the Employee Obligations, and the costs and
expenses incident thereto, whether those checks or electronic
funds transfer requests were presented prior to or after the
Petition Date.

Pending entry of a final order, payments made on account of
Commission and Incentive Obligations and Severance Payment will
not exceed $10,950 for any individual.

The Final Hearing, if necessary, on the Motion is scheduled for
November 17, 2009 at 1:30 p.m. (Eastern Time), and any objections
or responses to the Motion must be filed and served upon the
Notice Parties on or before November 10, 2009.  If no objections
are filed to the Motion, the Court may enter a final order
without further notice or hearing.

                        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.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


PDCC DEV'T: City Council Make Move to Remove Fire Hazards
---------------------------------------------------------
K Kaufmann at The Desert Sun reports that the Palm Desert City
Council voted in closed session on Thursday to send its own crews
to the Palm Desert Country Club course to remove several piles of
dried grass and branches that city inspectors said are fire
hazards, more than a week after the bankruptcy court approved a
$300,000 loan to the club's owners.  The Desert Sun quoted City
Manager John Wohlmuth as saying, "We gave Palm Desert Country Club
a notice to abate the fire hazard 10 days ago.  At this point, the
city's going to do it."  Citing Mr. Wohlmuth, The Desert Sun says
that the council authorized around $2,300 for the job, which city
officials hope to recover from the owners.  According to the
report, Palm Desert Country club general manager Dave Simmons
said, "We have no problem with the city coming and removing this
stuff," as the club's owners weren't able to get the job done as
the loan has taken longer than expected to finalize.

Palm Desert, California-based PDCC Development LLC, dba Palm
Desert Country Club, filed for Chapter 11 bankruptcy protection on
June 19, 2009 (Bankr. C.D. Calif. Case No. 09-23674).

The Desert Sun says that Palm Desert Country Club listed more than
$6.4 million in assets and more than $18.6 million in liabilities.


PHILADELPHIA NEWSPAPERS: Committee Wants More Details on Sale
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Philadelphia
Newspapers LLC and its debtor-affiliates objects to the disclosure
statement explaining the joint Chapter 11 plan of reorganization
for Philadelphia Newspapers, arguing that it does not contain
adequate information concerning crucial aspects of the Plan that
are necessary for creditors.

The Committee relates that the plan provides for the sale of
substantially all of the Debtors' assets to maximize the
distributions to holders of claims and interests but it failed to
describe basic information about the stalking horse bidder, the
equity in the stalking horse bidder that the Debtors' plan
proposed to distribute to creditors, and the uncertainty inherent
in the sale process.

The Plan is based upon a sale of all of the Debtors' business to
Bruce E. Toll-led Philly Papers LLC.  General unsecured trade
creditors holding $4 million in claim are expected to recover 6%
of their claims under the Plan.

The group led by Bruce E. Toll, vice chairman of homebuilder Toll
Brothers Inc., has recently raised its offer by $20 million to buy
Philadelphia Newspapers LLC.  The Toll group's offer would now
give the secured lenders $86.5 million, including a $20 million
note, $37 million cash, and real estate worth $29.5 million.  In
addition, the lenders would share half of adjusted cash flow over
five years.  The Toll group, which includes current investors in
the Debtors' newspapers, says its offer is now worth $112 million,
plus a $17 million letter of credit.  In addition to the payment
for the banks, the buyers would pay $25 million toward the costs
of the Chapter 11 exercise.

                    About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PHOENIX WORLDWIDE: Access to C3 Capital Cash Collateral Denied
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
denied Phoenix Worldwide Industries, Inc.'s motion to:

   -- access cash securing repayment of loan with Banex Capital,
      LLC, or C3 Capital Partners, L.P., and C3 Capital Partners
      II, L.P.; and

   -- grant postpetition liens and replacement security interests
      liens as adequate protection to the lenders' interests in
      the Debtors' use of cash collateral.

As reported in the Troubled Company Reporter on July 16, 2009, C3
Capital asserts an interest in cash collateral pursuant to a
security agreement between C3 Capital and the Debtor.  C3 Capital
provided $500,000 loan the Debtor.

The Debtor's access to use cash collateral under the second
interim order expired on Oct. 7, 2009, and that the Debtor does
not have additional cash collateral on hand.

The Court said that the Debtor may refile its emergency request
for authorization to use cash collateral.  The Court will consider
the request on its earliest available calendar.

                 About Phoenix Worldwide Industries

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc.- Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D.
Fla. Case No. 09-23201).  Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


PILLOWTEX CORP: "Subsequent New Value" Need Not Remain Unpaid
-------------------------------------------------------------
WestLaw reports that a bankruptcy judge in Delaware has held that
it is not a prerequisite to a creditor's successfully asserting a
"subsequent new value" defense to a preference claim that this new
value must remain unpaid, as long as the new value has not been
repaid with an otherwise unavoidable transfer.  To successfully
assert a "subsequent new value" defense to a preference claim, a
transferee must establish: (1) that new value was extended after
the preferential transfer sought to be avoided; (2) that this new
value is not secured by otherwise an unavoidable security
interest; and (3) that the new value has not been repaid with an
otherwise unavoidable transfer.  In re Pillowtex Corp., --- B.R. -
---, 2009 WL 3334064 (Bankr. D. Del.) (Carey, J.).

John Wahoski, serving as the Liquidating Trustee under Pillowtex
Corporation's confirmed Chapter 11 plan, sued American & Efrid,
Inc., and Xymid, LLC (Bankr. D. Del. Adv. Pro. Nos. 05-52131 and
05-30238) to avoid alleged preferential payments by the debtor.
The transferees asserted a "subsequent new value" defense based on
fact that they had continued to ship goods to the debtor after
receiving challenged payments.  An issue arose as to whether
transferees had to establish that they had not received payment
for these subsequent shipments in order to successfully assert
their "subsequent new value" defense.

                    About Pillowtex Corp.

Based in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
Chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the company's assets.  The
Honorable Peter J. Walsh confirmed a Joint Plan of Liquidation
for Pillowtex in 2007 under which John Wahoski was appointed
as the Liquidating Trustee.  David G. Heiman, Esq., at Jones
Day, and William H. Sudell, Jr., Esq., at Morris Nichols Arsht
& Tunnel, represent the Debtors.  Jason W. Staib, Esq., and
Mark J. Packel, Esq., at Blank Rome LLP represent the Official
Committee of Unsecured Creditors.  On July 30, 2003, the
company listed $548,003,000 in assets and $475,859,000 in debts.


PIONEER INSURANCE: ASB Admits Mistake of Denying Bankr. Move
------------------------------------------------------------
Phil Kitchin at The Dominion Post reports that the ASB Bank has
admitted that it made a mistake by saying it wasn't seeking to
bankrupt John Gifford and Rob Elvidge -- who lost their business,
Pioneer Insurance, when former manager and jailed Blair Fitzsimons
stole $3 million from a supposedly secure company bank account.

As reported by the TCR on October 19, 2009, ASB took bankruptcy
action against Messrs. Gifford and Elvidge and their lives.
According to The Dominion Post, an ASB spokesperson denied the
report.

According to The Dominion Post, Messrs. Gifford and Elvidge said
that it seemed ASB didn't know what its credit team and lawyers
were doing.  ASB's lawyers had served the paperwork two months
before the newspaper's article appeared on October 10, court
documents say.


PLCP LP: Court to Rule on Reorganization Plan on Nov. 18
--------------------------------------------------------
Matthew Wilde at WCFcourier.com reports that the bankruptcy court
will rule on Pine Lake Corn Processors reorganization plan on
November 18.

Steamboat Rock, Iowa-based PLCP, L.P., Pine Lake's general
partner, filed for Chapter 11 protection on Dec. 4, 2008 (Bankr.
N. D. Iowa Case No. 08-02680).  Bradley R. Kruse, Esq., who has an
office at Des Moines, Iowa, represents the company in its
restructuring effort.  The company listed assets of $10,000,000 to
$50,000,000 and debts of $10,000,000 to $50,000,000.


PROLIANCE INT'L: Has Sole Rights to File Plan Until January
-----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware extended the exclusive periods of
Proliance International Inc. and its debtor-affiliates to:

   * file a Chapter 11 plan until Jan. 31, 2010; and

   * solicit acceptances of that plan until March 31, 2010.

The Debtors said the extension will give them time needed to
continue working with their constituents and complete the tasks
necessary to develop, file and seek confirmation of a Chapter 11
plan.

Based in New Haven, Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq., and Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger PA, represent the Debtors in their restructuring efforts.
The Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.

The sale of Proliance's North American assets to Centrum Equities
XV, LLC, was consummated under the provisions of Section 363 of
the Bankruptcy Code on August 14, 2009.


PROTECTION ONE: Moody's Affirms 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Protection One Alarm
Monitoring, Inc.'s B2 corporate family rating following the
company's proposed refinancing of its capital structure.
Moody's also assigned a Ba3 rating to the proposed revolving
credit facility and amended/extended senior secured term loan.
In regards to the term loan, the company is seeking to amend the
terms of the existing term loan, extending the maturity to 2014
from 2012 and issuing an incremental $75 million term loan.  The
company plans to use proceeds from the incremental term loan and
balance sheet cash to redeem the $115 million 2nd priority senior
secured notes due 2011.  As part of this action, Moody's lowered
the rating on the existing senior secured term loan to Ba3 from
Ba2 due to the reduction in support of junior debt (reflecting the
planned redemption of the 2nd priority senior secured notes), as
per Moody's Loss Given Default Methodology.  The ratings outlook
is stable.  The ratings are subject to review of final
documentation.

Moody's favorably views this proposed transaction as it improves
Protection One's debt maturity profile, refinances the existing
revolving credit facility that is set to expire in April 2010, and
reduces overall debt levels.  The affirmation of the B2 corporate
family rating and stable ratings outlook reflects Moody's view
that pro forma credit metrics, albeit improved, are still
appropriate for the ratings category.

These ratings were assigned:

* Senior secured revolving credit facility due 2013 at Ba3 (LGD2,
  22%);

* Amended senior secured term loan due 2014 at Ba3 (LGD2, 22%).

These ratings were affirmed:

* Corporate Family Rating at B2;
* Probability-of-Default Rating at B3.

This rating was lowered:

* Existing senior secured term loan due 2012 to Ba3 (LGD2, 22%)
  from Ba2 (LGD2, 13%).

Rating to be withdrawn:

* Senior secured revolving credit facility due 2010 at Ba2 (LGD2,
  13%);

* 2nd priority senior secured notes due 2011 at B3 (LGD4, 50%).

The last rating action was on March 17, 2008, when Moody's
affirmed Protection One's B2 corporate family rating and lowered
the probability-of-default rating to B3 from B2.

Headquartered in Lawrence, Kansas, Protection One Alarm
Monitoring, Inc. provides security alarm monitoring services,
which include sales, installation and related servicing of
security alarm systems for residential and business customers.
The company reported revenues of approximately $373 million for
the twelve months ended June 30, 2009.


QUESTEX MEDIA: Get Court Approval to Access CSCIB $15MM Facility
----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized Questex Media Group Inc. and its
debtor-affiliates to access, on a final basis, $15 million
postpetition financing from Credit Suisse Cayman Islands Branch,
as administrative and collateral agent.

The Debtors provided an initial cash flow budget from Oct. 9,
2009, to Jan. 1, 2010.

According to the Troubled Company Reporter on Oct. 8, 2009,
the DIP facility will incur interest at the alternate base rate
plus the applicable margin or the adjusted LIBO rate plus the
applicable margin.  The alternate base rate is, for any day, the
great of (i) 4%; (ii) the prime rate in effect on such; (iii) the
federal funds rate in effect for such day plus 0.5%; and (iv) the
adjusted LIBO rate for a one-month interest in effect on such day
plus 1%.  The applicable rate is (i) 9% for any ABR loan and (ii)
10% for any Eurodollar loan.  Default rate interest is 2% per
annum plus the rate otherwise applicable.

All obligations with respect to the DIP loan incurred by the
Debtors will be at all times constitute allowed superpriority
administrative expense claims, having priority over all
administrative expenses.

The DIP facility is subject to a $250,000 carve-out to pay fees
and expenses incurred by professionals of the Debtors'.

The DIP facility contains appropriate and customary events of
default.

                     Prepetition Indebtedness

The Debtors said that they have approximately $242 million in
total funded secured debt that stems from two financing
agreements:

   * a first lien credit agreement made up of a $30 million first
     lien revolving credit facility and a $150 million first lien
     term loan; and

   * a second lien credit agreement made up of a $55 million
     second lien term loan.

The Debtors' obligations under the senior secured credit
facilities are secured by substantially all of their assets.

The Debtors added that they have about $41 million outstanding on
account of unsecured notes, and approximately $18.5 million in
accrued outstanding and unpaid "earnout" payments owed to former
principals of acquired entities.  The Debtors said that they incur
regular trade debt and other obligations in the ordinary course of
business, primarily during the second half of the year.

A full-text copy of the initial cash flow budget is available for
free at http://ResearchArchives.com/t/s?4673

                      About Questex Media

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  Its media properties
include 23 trade publications and 150 digital publications.  The
cCmpany was formed in 2005 by Audax Group Inc, a private equity
firm based in Boston, which bought business units from Advanstar
Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Company says it has
assets of $299 million against debts of $321 million.


RADIO SYSTEMS: S&P Gives Stable Outlook, Affirms 'B' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Radio Systems Corp. to stable from negative, and affirmed all of
its ratings on the company, including the 'B' corporate credit
rating and 'B+' senior secured bank facility rating.  The recovery
rating on the senior secured bank facility remains '2', indicating
S&P's expectation for substantial (70% to 90%) recovery in the
event of a payment default or bankruptcy.

"The outlook revision to stable reflects RSC's better-than-
expected liquidity and credit measures following cost-cutting
initiatives that have partially offset the drop in demand," said
Standard & Poor's credit analyst Jerry Phelan.

The ratings on RSC reflect its narrow business focus and
discretionary product offering, exposure to technology risk, some
customer concentration, and risks related to outsourcing
substantially all of its manufacturing to third parties.  RSC
benefits from its leading market share in the niche pet
containment and training industry, long-time relationships with
customers and suppliers, and patent protection.

RSC has a narrow product focus in the highly competitive pet
supplies industry.  Pet containment and training products
accounted for about 85% of sales in fiscal 2008, with pet door and
pet sport products accounting for the balance.  Before the
economic downturn, industry growth was in the mid-single-digit
area, supported by positive demographic and social trends that
resulted in increased pet ownership.  However, the reduction in
consumer spending has led to less demand for RSC's products, most
of which are discretionary in nature.  Year-to-date sales,
excluding acquisitions, have declined by more than 15%, with
third-quarter September 2009 sales, excluding acquisitions,
declining by almost 25%.  S&P believes the majority of this sales
decline reflects tighter inventory controls at several of the
company's largest retail customers.  Nevertheless, consumer demand
remains weak, partly due to trade downs to less expensive
products.  In addition, S&P believes there has been a slight
decline in the number of U.S. households that report owning a pet.
Increased unemployment, high home foreclosure activity, and low
consumer confidence have all hurt demand for discretionary pet
products.  S&P expects RSC's sales, and to a lesser extent EBITDA,
to remain weak given uncertainty surrounding end user demand and
the likelihood of continued low retailer inventory levels.
Despite the large sales decline, performance has been better than
expected due to meaningful cost reductions.

Despite meaningfully reduced demand for the company's products,
S&P believes Radio Systems' cash flow, liquidity, and credit
measures are better than expected, primarily due to aggressive
cost cutting.  S&P could revise the outlook to negative if cash
flow declines, if credit measures worsening materially, or if the
cushion under the company's covenants declines to less than 10%.
This could occur if the company's cost reductions are not
sustainable and demand remains weak.  S&P estimate that a high
single-digit sales decline in 2010 and a 300 basis-point decline
in EBITDA margin from the current 25% level would reduce covenant
cushion below 10%.  S&P could revise the outlook to positive if
demand for the company's products begins to grow, which could
occur if consumer spending rebounds and retailers increase
inventories, if liquidity remains satisfactory, and if leverage
remains near current levels.


RAPID LINK: Inks Share Exchange Agreement With Blackbird
--------------------------------------------------------
Rapid Link, Incorporated, as of October 13, 2009, entered into a
Share Exchange Agreement with Blackbird Corporation, certain Rapid
Link shareholders, and certain principal shareholders of Blackbird
with regards to the acquisition by Rapid Link of all or
substantially all of the outstanding shares of capital stock of
Blackbird which would result in Blackbird becoming an operating
subsidiary of Rapid Link.

In consideration for the Blackbird shares, Rapid Link will issue
an aggregate of 520,000,000 shares of its common stock to the
Blackbird Shareholders, which will constitute approximately 80%
of Rapid Link's then-issued and outstanding shares of common
stock.  The parties expect the Transaction to close on or prior to
March 31, 2009.

As part of the Transaction, Telenational Communications, Inc.,
Rapid Link's wholly owned subsidiary, intends to transfer certain
of its assets and liabilities to Blackbird or another wholly owned
subsidiary of Rapid Link and its remaining assets and liabilities
to other third parties, and Rapid Link intends to sell or
otherwise transfer Telenational to a third party.

Each party agreed to customary representations and warranties
regarding its organization, capitalization, financial statements,
and other matters set forth in the Share Exchange Agreement.

Rapid Link and Blackbird's obligations to close the Transaction
will be subject to certain conditions of the other party that must
be satisfied or waived.

Any party terminating this Agreement pursuant to the failure of
certain closing conditions or breach of the Share Exchange
Agreement by the other party, shall be entitled to receive from
the other party, within three business days of such termination,
the sum of $250,000 as reimbursement for the terminating party's
costs, expenses and time incurred in connection with the
evaluation and negotiation of the Share Exchange.

Each of Rapid Link and Blackbird have agreed not to, (a) initiate
contact with, solicit, encourage or respond to any inquiries or
proposals by, or (b) enter into any discussions or negotiations
with, or disclose, directly or indirectly, any information
concerning such party, as applicable, to, or afford any access to
the properties, books and records of such party, as applicable,
thereof to, any third party in connection with any possible
proposal for the acquisition (directly or indirectly, whether by
purchase, merger, consolidation or otherwise) of all or
substantially all of the assets, business or capital stock of such
party or its affiliates; provided that the officers and directors
are otherwise  required in order to comply with applicable
fiduciary duties.

In addition, Blackbird and Rapid Link have entered into a
management agreement pursuant to which representatives designated
by Blackbird shall manage the Transferred BusinessCore Business
for the period between the execution of the Share Exchange
Agreement and the Closing.

Rapid Link, Incorporated's balance sheet at July 31, 2009, showed
total assets of $9,788,627 and total liabilities of $17,508,548,
resulting in a stockholders' deficit of $7,719,921.

Rapid Link, Incorporated, and its subsidiaries have served as
facilities-based, communication companies providing various forms
of voice and data services to customers around the world.  Rapid
Link provides a multitude of communication services targeted to
small and medium sized businesses, as well as individual
consumers.  These services include the transmission of voice and
data traffic over public and private networks.  The Company also
sells foreign and domestic termination of voice traffic into the
wholesale market.

                        Going Concern Doubt

On Jan. 27, 2009, KBA GROUP LLP in Dallas, Texas, expressed
substantial doubt about Rapid Link, Incorporated's ability to
continue as a going concern after auditing the Company's financial
statements for the fiscal years ended Oct. 31, 2008, and 2007.
The auditor noted that the Company suffered recurring losses from
continuing operations during each of the last two fiscal years.
Additionally, at Oct. 31, 2008, the Company's current liabilities
exceeded its current assets by $2,100,000 and the Company has a
shareholders' deficit totaling $2,900,000.


REGAL CINEMAS: Launches Exchange Offer for 8.625% Senior Notes
--------------------------------------------------------------
Regal Cinemas Corporation is offering to exchange all of its
outstanding unregistered $400,000,000 8.625% senior notes due
2019, for registered $400,000,000 8.625% senior notes due 2019.

The terms and conditions of the Exchange Offer are detailed in a
prospectus and accompanying letter of transmittal, a copy of which
is available at no charge at http://ResearchArchives.com/t/s?4780

Material Terms of the Exchange Offer:

     -- This exchange offer will expire at 5:00 p.m., New York
        City time, on _______, 2009, unless extended.

     -- Upon expiration of the exchange offer, all outstanding
        notes that are validly tendered and not withdrawn will be
        exchanged for an equal principal amount of exchange notes.

     -- The noteholder may withdraw tendered outstanding notes at
        any time prior to the expiration of the exchange offer.

     -- The exchange offer is not subject to any minimum tender
        condition, but is subject to customary conditions.

     -- The exchange of the exchange notes for outstanding notes
        will not be a taxable exchange for U.S. Federal income tax
        purposes.

     -- The Company is offering the exchange pursuant to a
        registration rights agreement entered into in connection
        with the issuance of the outstanding notes.

Material Terms of the Exchange Notes:

     -- The terms of the exchange notes and the guarantees thereof
        are substantially identical to the terms of the
        outstanding notes and the guarantees thereof, except that
        the transfer restrictions, registration rights and
        additional interest provisions relating to the outstanding
        notes will not apply to the exchange notes.

     -- The exchange notes will be fully and unconditionally
        guaranteed on a joint and several senior unsecured basis
        by the Company's indirect parent, Regal Entertainment
        Group, and by all of the Company's existing and future
        domestic restricted subsidiaries that guarantee the
        Company's other indebtedness.

     -- There is no existing public market for the outstanding
        notes or the exchange notes.  The Company does not intend
        to list the exchange notes on any securities exchange or
        quotation system.

On October 13, 2009, Regal Entertainment Group filed a Current
Report on Form 8-K to reflect certain required accounting
adjustments and reclassifications with respect to the financial
information contained in the Company's Annual Report on Form 10-K
for the fiscal year ended January 1, 2009, filed on March 2, 2009.

The Company's 6-1/4% Convertible Senior Notes issued on March 10,
2008 and due March 15, 2011 and the 3-3/4% Convertible Senior
Notes issued May 28, 2003 and due May 15, 2008 are within the
scope of FSP APB 14-1.  As a result, the retrospective application
of FSP APB 14-1 affects years 2003 through 2008; the Company is
required to record the debt portions of the 6-1/4% Convertible
Senior Notes and the 3-3/4% Convertible Senior Notes at their fair
values as of the dates of issuance and amortize the discount into
interest expense over the life of the debt during the periods in
which the debt instruments are outstanding.  There will be no
effect, however, on the Company's cash interest payments.

                       About Regal Cinemas

Regal Cinemas operates the largest and most geographically diverse
theatre circuit in the United States, consisting of 6,778 screens
in 549 theatres in 39 states and the District of Columbia as of
July 2, 2009, with over 245 million annual attendees for the 53
week fiscal year ended January 1, 2009.  Its geographically
diverse circuit includes theatres in all of the top 32 and 44 of
the top 50 United States designated market areas.

Regal Cinemas operates multi-screen theatres and, as of July 2,
2009, had an average of 12.3 screens per location, which is well
above the North American motion picture exhibition industry 2008
average of 6.7 screens per location.  Regal Cinemas develops,
acquires and operates multi-screen theatres primarily in mid-sized
metropolitan markets and suburban growth areas of larger
metropolitan markets throughout the United States.

Regal Cinemas also has an investment in National CineMedia, LLC,
which primarily concentrates its efforts on in-theatre advertising
and creating complementary business lines that leverage the
operating personnel, asset and customer bases of its theatrical
exhibition partners, which includes Regal Cinemas, AMC
Entertainment, Inc. and Cinemark, Inc.  National CineMedia
operates the largest digital in-theatre network in North America
and utilizes its in-theatre digital content network to distribute
pre-feature advertising, cinema and lobby advertising and
entertainment programming content.

As of April 2, 2009, Regal Entertainment Group had $2,563,000,000
in total assets and $2,809,900,000 in total liabilities.

                           *     *     *

As reported by the Troubled Company Reporter on July 13, 2009,
Moody's Investors Service rated Regal Cinemas' new $300 million
10-year senior unsecured notes B1.

On July 14, 2009, the TCR said Standard & Poor's Ratings Services
revised its recovery rating on Regal Cinemas's debt to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for secured lenders in the event of a payment default, from '3'.
In addition, S&P raised the issue-level rating on this debt to
'BB-' (one notch higher than the 'B+' corporate credit rating on
the company) from 'B+', in accordance with S&P's notching criteria
for a '2' recovery rating.

On July 15, 2009, the TCR said Fitch Ratings assigned a 'B+/RR4'
rating to Regal Cinemas' $400 million 8.625% senior unsecured
notes.  The notes are expected to rank senior to Regal Cinemas'
existing 9.375% senior subordinated notes and junior to the
secured bank facility. In addition, the $400 million in notes are
structurally senior to RGC's 6.25% convertible notes.


R.H. DONNELLEY: Brualdi Law Firm Files Class Suit for Investors
---------------------------------------------------------------
The Brualdi Law Firm, P.C., disclosed that a lawsuit has been
commenced in the United States District Court for the District of
Delaware on behalf of purchasers of R.H. Donnelley Corporation
stock during the period between July 26, 2007, through May 28,
2009, for violations of the federal securities laws.

"No class has yet been certified in the above action.  Until a
class is certified, you are not represented by counsel unless you
retain one.  If you purchased RH Donnelley common stock during the
Class Period, and wish to move the court for appointment of lead
plaintiff, you must do so by December 22, 2009.  A lead plaintiff
is a representative party acting on behalf of other class members
in directing the litigation.  The lead plaintiff will be selected
from among applicants claiming the largest loss from investment in
the Company during the Class Period.  You do not need to seek
appointment as a lead plaintiff in order to share in any
recovery."

"To be a member of the class you need not take any action at this
time, and you may retain counsel of your choice.  If you wish to
discuss this action or have any questions concerning this Notice
or your rights or interests with respect to these matters."

   Sue Lee
   The Brualdi Law Firm, P.C.
   29 Broadway, Suite 2400,
   New York, New York
   10006
   (877) 495-1187
   (212) 952-0602
   slee@brualdilawfirm.com

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 US$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.

                    About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


RIVERVIEW VENTURES: Blames Chapter 11 on Economic Downturn
----------------------------------------------------------
Riverview Ventures, Inc., dba DeSears Appliance & Home
Entertainment and DeSears Appliance & Television, has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the Middle District of Florida.

Michael Braga at Herald-Tribune quoted DeSears operations vice
president Winston Ferguson as saying, "With the downturn in the
economy, it became more difficult to repay our legacy debts.
Though we were able to renegotiate with some of our creditors at
10 to 15 cents on the dollar, we were not able to renegotiate with
all of them."

Herald-Tribune notes that the sharp decline in the economy, made
worse by the drop of new home sales, forced DeSears to shut down
its Palmetto store.  DeSears, says Herald-Tribune, opened a St.
Petersburg store shortly after.

According to Herald-Tribune, Mr. Ferguson said changes are coming
to DeSears, but he declined to elaborate, except to say that the
changes will focus on inventory management.  Herald-Tribune
relates that instead of stocking brands at its stores, DeSears
will keep some brands in one and some in the other.

For 61 years, Riverview Ventures, Inc., dba DeSears Appliance &
Home Entertainment and DeSears Appliance & Television, was a
privately owned, Bradenton-based company that came to specialize
in selling refrigerators, stoves, washer-dryers, televisions and
stereos.  In 2007, Appliance World, a five-store chain based in
Denver, went on an expansion spree.  It first bought a two-store
chain in New Mexico and then gobbled up DeSears.


ROUNDY'S SUPERMARKETS: Moody's Assigns 'B1' Rating on Bank Loans
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Roundy's
Supermarkets, Inc., and assigned B1 ratings to the proposed
amended and extended portions of its bank credit facilities.  The
rating outlook remains stable.

The B2 Corporate Family Rating reflects Roundy's high leverage,
little ability to maintain operating profit and cash flow in the
event of any decline in sales, small size relative to the overall
supermarket universe, and its geographic concentration.  The
rating also recognizes Roundy's position as the leading
supermarket operator in Wisconsin, the company's private label and
commissary growth, and the long term stability of management.
Roundy's operating margins are thin, as is typical for its sector,
but compare well against supermarket peers.

The B1 ratings on Roundy's bank credit facilities, one notch above
the company's CFR, reflect the facilities' first lien position as
well as the material amount of liabilities that are contractually
and effectively subordinated to the secured bank credit
facilities.

Among other things, the company's senior secured credit facilities
are being amended to extend the maturities of up to $125 million
of the revolving credit commitment to November 2012 from November
2010 and up to $600 million of the term loan B to November 2013
from November 2011.  If the amounts extended are materially less
than anticipated in affirming the ratings, this could have a
negative impact on the ratings or outlook.

These ratings were affirmed:

* Corporate Family Rating at B2
* Probability of Default rating at B3
* Senior secured revolver due 2010 at B1 (LGD 2, 27%)
* Senior secured term loan B due 2011 at B1 (LGD 2, 27%)

These ratings were assigned:

* Senior secured revolver due 2012 at B1 (LGD 2, 27%)
* Senior secured term loan B due 2013 at B1 (LGD 2, 27%)

The last rating action for Roundy's was on September 16, 2009 when
Moody's affirmed the company's credit ratings and changed the
rating outlook to stable from negative.

Roundy's Supermarkets, Inc., headquartered in Milwaukee,
Wisconsin, operates 153 retail grocery stores primarily under the
Pick 'n Save, Copps, and Rainbow banners.  Annual sales
approximate $3.9 billion.  The company is 90% owned by Willis
Stein Funds.


ROYAL HAWAIIAN: To Get $150,000 Infusion From Japan Sports
----------------------------------------------------------
Nina Wu at Starbulletin.com reports that U.S. Bankruptcy Judge
Robert Faris has allowed Royal Hawaiian Showroom LLC will get an
infusion of $150,000 from the Company's partner, Japan Sports
Management, until another hearing scheduled for November 24.
Starbulletin.com says that the money is needed for Royal Hawaiian
to remain open on the top floor of the Royal Hawaiian Center.
According to Starbulletin.com, the Level 4 Nightclub & Ultra
Lounge will remain open, without utilities being shut off; vendors
will continue to be paid on a cash-on-delivery basis; and payroll
for workers will continue through a contract with Altres.  The
"Heartbeat Hawaii," an action-musical show that had been playing
six nights a week since July, ended on Sunday, Starbulletin.com
states.

Honolulu, Hawaii-based Royal Hawaiian Showroom LLC is owned by
producer Roy Tokujo.  It is located in the Royal Hawaiian Center,
a Waikiki shopping complex owned by Kamehameha Schools, aka Bishop
Estate.  The Company filed for Chapter 11 bankruptcy protection on
October 6, 2009 (Bankr. D. Hawaii Case No. 09-02334).  Jerrold K.
Guben, Esq., at Reinwald O'Connor & Playdon assists the Company in
its restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


SALTY DISPOSAL: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Salty Disposal Wells LP and Salty's Manufacturing Ltd. have filed
for Chapter 11 in the U.S. Bankruptcy Court for the District of
Delaware.  Salty Disposal listed $500 million to $1 billion in
assets and $500 million to $1 billion in liabilities.

Salty Disposal Wells LP is based in Houston, Texas.


SCO GROUP: To Pursue Lawsuits Against IBM & Novell
--------------------------------------------------
Edward Cahn, the trustee now running the SCO Group, told U.S.
Bankruptcy Judge Kevin Gross that the Company will aggressively
pursue lawsuits against IBM and Novell, after the 10th U.S.
Circuit Court of Appeals turned down last week Novell's request to
reconsider a recent decision that allowed for a trial on SCO's
claims, Tom Harvey at The Salt Lake Tribune reports.

SCO sued IBM in 2003 alleging that the source code of the
Company's Unix operating system was used as a model to make Linux
a commercially viable product, which in turn led to decreasing
sales for Unix.  The IBM case has been stalled since SCO filed for
bankruptcy in 2007.  SCO filed a lawsuit against Novell, which had
alleged that it and not SCO owned the copyrights to Unix code.

According to The Tribune, it was unclear whether Judge Gross still
will have to approve SCO's continuing to pursue the two lawsuits.

The Tribune relates that Mr. Cahn also recommended that Gross
approve the settlement of a third lawsuit that involved AutoZone
Inc., whom SCO sued in 2004 in federal court in Nevada on
allegations that it was using Unix-copyrighted software code in
its Linux software.  Mr. Cahn, according to the report, negotiated
a settlement of that case.  Litigation would be "costly and the
results uncertain," and "further review and/or litigation would
likely yield minimal addition benefit to creditors," Mr. Cahn said
in court documents.

Judge Gross gave Mr. Cahn approval to hire Ocean Park Advisors of
Los Angeles, a company specializing in restructuring technology
companies, The Tribune states.

The SCO Group (SCOXQ.PK) -- http://www.sco.com/-- is a leading
provider of UNIX software technology. Headquartered in Lindon,
Utah, SCO has a worldwide network of resellers and developers.
SCO Global Services provides reliable localized support and
services to partners and customers.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsel.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.2 million in total liabilities, resulting in
$4.51 million in stockholders' deficit.


SEALY CORP: KKR Entities Hold 75.5% Equity Interest
---------------------------------------------------
Sealy Holding LLC; KKR Millennium Fund L.P.; KKR Associates
Millennium L.P.; KKR Millennium GP LLC; KKR Fund Holdings L.P.;
KKR Fund Holdings GP Limited; KKR Group Holdings L.P.; KKR Group
Limited; KKR & Co. L.P.; KKR Management LLC; Henry R. Kravis and
George R. Roberts may be deemed to beneficially own 140,473,671
shares or roughly 75.5% of Sealy Corporation common stock as of
October 1, 2009.

Sealy Holding directly held 46,625,921 shares of Common Stock on
October 1, 2009, representing 50.5% of the outstanding Common
Stock.  Sealy Holding may be deemed to beneficially own an
additional 93,847,750 shares of Common Stock, which is subject to
issuance upon conversion of Sealy Corp. Convertible Notes that it
holds.  The 93,847,750 shares of Common Stock issuable upon
conversion of Convertible Notes combined with the 46,625,921
shares of Common Stock directly owned would constitute
approximately 75.5% of the Common Stock outstanding upon such
conversion.

Each of KKR Millennium Fund L.P. (as the senior member of Sealy
Holding LLC); KKR Associates Millennium L.P. (as the sole general
partner of KKR Millennium Fund L.P.); KKR Millennium GP LLC (as
the sole general partner of KKR Associates Millennium L.P.); Fund
Holdings (as the designated member of KKR Millennium GP LLC); Fund
Holdings GP (as a general partner of Fund Holdings); Group
Holdings (as a general partner of Fund Holdings and the sole
shareholder of Fund Holdings GP); Group Limited (as the sole
general partner of Group Holdings); KKR & Co. (as the sole
shareholder of Group Limited); KKR Management (as the sole general
partner of KKR & Co.) and Henry R. Kravis and George R. Roberts
(as the designated members of KKR Management) may be deemed to
have or share beneficial ownership of the shares of Common Stock
beneficially owned by Sealy Holding LLC.  KKR Partners III, L.P.
is also a member of Sealy Holding LLC.

Sealy Holding was formed solely for the purpose of investing in
Sealy Corp. and has not engaged in any material activities other
than incident to its ownership of shares of Common Stock and
Convertible Notes.

                         About Sealy Corp.

Trinity, North Carolina-based Sealy Corp. (NYSE: ZZ) --
http://www.sealy.com/-- is the largest bedding manufacturer in
the world with sales of $1.5 billion in fiscal 2008.  The Company
manufactures and markets a broad range of mattresses and
foundations under the Sealy(R), Sealy Posturepedic(R), including
SpringFree(TM), PurEmbrace(TM) and TrueForm(R); Stearns &
Foster(R), and Bassett(R) brands.  Sealy operates 25 plants in
North America, and has the largest market share and highest
consumer awareness of any bedding brand on the continent.  In the
United States, Sealy sells its products to roughly 3,000
customers with more than 7,000 retail outlets.

As of August 30, 2009, the Company had $1.03 billion in total
assets against total current liabilities of $242.86 million, long-
term obligations, net of current portion, of $837.83 million,
Other liabilities of $59.58 million and Deferred income tax
liabilities of $6.5 million, resulting in stockholders' deficit of
$115.14 million.

                           *     *     *

Sealy Corp. carries Standard & Poor's 'B' corporate credit rating,
'BB-' issue-level ratings on its senior secured credit facilities,
and 'CCC+' issue-level rating on its senior subordinated notes;
and Moody's Investors Service's "B2" corporate family rating and
probability-of-default rating, "Ba3" senior secured notes rating
and "Caa1" senior subordinated notes rating.


SEMGROUP LP: Creditors Get Consent to Sue PwC, et al.
-----------------------------------------------------
The Official Committee of Unsecured Creditors asks the Court to
approve a stipulation it entered with the Debtors that confer
standing to the Creditors' Committee to prosecute any complaint
asserting claims on behalf of the Debtors' estates against:

  -- PricewaterhouseCoopers L.L.P.;

  -- Barclays Bank, PLC;

  -- Hall, Estill, Hardwick, Gable, Golden & Nelson;

  -- Carlyle/Riverstone Global Energy and Power Fund II, L.P.;

  -- Ritchie Capital Management, LLC;

  -- J. Aron & Company;

  -- Goldman Sachs & Co.;

  -- Gavilon L.L.C., formerly ConAgra Trade Group, Inc.;

  -- Bank of Oklahoma, N.A.;

  -- Prudential Bache Commodities, LLC;

  -- Magellan G.P., L.L.C. and Magellan Midstream Partners,
     L.P.;

  -- David L. Murfin, Murfin, Inc., and Murfin Drilling Company,
     Inc.; and

  -- J. Michael Vess and Vess Oil Corporation.

Based on the findings contained in Louis J. Freeh, Esq., the
appointed examiner of the Chapter 11 cases of the Debtors'
report, the Creditors' Committee served to the entities document
requests under Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

Under the stipulation, the Creditors' Committee is also conferred
with standing to commence any preference actions on behalf of the
Debtors' estates.

The Creditors' Committee asks the Court to shorten notice with
respect to the Motion to Approve Stipulation and schedule a
hearing on the Motion to Approve Stipulation 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)


SEMGROUP LP: Creditors Get Nod to Probe Vess, Murfin Entities
-------------------------------------------------------------
Based on the Court's directive at an October 8, 2009 hearing, the
Official Committee of Unsecured Creditors served to the Court
agreed proposed orders directing production of documents by (i)
J. Michael Vess and Vess Oil Corporation and (ii) David L.
Murfin, Murfin, Inc., and Murfin Drilling Company, Inc., pursuant
to Rule 2004 of the Federal Rules of Bankruptcy Procedure.

In separate orders, the Court authorized the Creditors' Committee
to compel production of documents as to the Vess Entities and
Murfin Entities.

The Court entered another order enforcing compliance of
PricewaterhouseCoopers, L.L.P., with the Rule 2004 Order and
compelling PwC's production of its audit manuals and internal
guidance materials relevant or applicable to the audit services
it performed for SemGroup, L.P., and its affiliates between 2005
and the Petition Date.  However, the Creditors' Committee's
request for production of all PwC correspondence, communications,
notes, memoranda, and desk and working files for the time period
from January 1, 2005, through December 31, 2006, is denied without
prejudice to the Creditors' Committee's right to request
production from the 2005/2006 Papers with respect to specific
areas of inquiry.

Moreover, the Creditors' Committee and Magellan G.P., L.L.C., and
Magellan Midstream Partners, L.P., have entered into a stipulated
protective order to facilitate the exchange of documents and
address certain potential confidentiality concerns among the
parties.

                        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: Ex-Executive Settles SEC Insider Trading Suit
----------------------------------------------------------
Law360 reports that former SemGroup LP executive Don N. Spaugy has
agreed to pay more than $138,000 to settle regulators' allegations
that he engaged in insider trading to avoid losses as the energy
company angled toward bankruptcy in 2008.

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)


SENTINEL MANAGEMENT: GAMAG's Claim Unenforceable in Bankruptcy
--------------------------------------------------------------
WestLaw reports that a company that entered into a portfolio
management agreement that authorized an investment services
company both to open an account on its behalf with a future
commissions merchant (FCM) and to provide all administrative and
other services with respect to that account was not an "intended
third-party beneficiary" of a separate investment advisory
agreement between this investment services company and the FCM.
This agreement did not refer to the first company either
explicitly or implicitly, nor did it grant the first company any
right to enforce the agreement against the FCM.  Thus, a proof of
claim that the first company filed in a Chapter 11 case commenced
by this FCM, for allegedly failing to properly segregate customer
funds, had to be disallowed as unenforceable under applicable
nonbankruptcy law.  In re Sentinel Management Group, Inc., ---
B.R. ----, 2009 WL 3110818 (Bankr. N.D. Ill.) (Squires, J.).

Based on this decision, Judge Squires has disallowed claim number
90 in the amount of $646,350 filed by GAMAG Black & White, Ltd. (a
holding company of hedge funds that was organized under the laws
of the Bahamas), without prejudice to GAMAG's claim in the so-
called Lake Shore Proceedings, Case No. 07 C 3598 (N.D. Ill.),
initiated by the United States Commodity Futures Trading
Commission in which Robb Evans & Associates LLC serves as the
Receiver.

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering
a variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on August 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor as counsel.
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represents the
Official Committee of Unsecured Creditors as counsel.  DLA Piper
US LLP is the Committee's co-counsel.  When the Debtor sought
bankruptcy protection, it listed assets and debts of more than
$100 million.

On August 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee as counsel.

As reported in the Troubled Company Reporter on January 2, 2009,
the Court confirmed a plan of liquidation for Sentinel on
December 15, 2008, and Mr. Grede is managing the liquidation.
A copy of the Plan is available for free at:

  http://bankrupt.com/misc/SentinelManagement_4thAmendedPlan.pdf


SEQUENOM INC: Appoints Paul V. Maier as Interim CFO
---------------------------------------------------
SEQUENOM, Inc., reports that on October 21, 2009, its board of
directors appointed Paul V. Maier as interim chief financial
officer effective November 10, 2009.  Mr. Maier will serve as a
consultant to the Company until November 10, 2009.

Mr. Maier, 61, has been an independent financial consultant since
February 2007.  Mr. Maier served as senior vice president and
chief financial officer of Ligand Pharmaceuticals Incorporated, a
commercial, integrated biopharmaceutical company, from 1992 until
January 2007.  Mr. Maier currently serves as a director of Hana
Biosciences, Inc., Pure Bioscience, and International Stem Cell
Corporation. Mr. Maier received his M.B.A. from Harvard
University.

As interim chief financial officer, Mr. Maier will receive a base
salary of $315,000 per year and will be eligible for an annual
cash bonus of up to 30% of his base salary.  While Mr. Maier
provides consulting services to the Company, he will be paid at
the rate of $26,250 per month.  Mr. Maier has been granted
restricted stock units covering 25,000 shares of the Company's
common stock which will vest in four equal quarterly installments.
Mr. Maier will also receive other benefits generally provided to
the Company's executive employees.

Justin J. File will continue as the Company's principal financial
and accounting officer until the effective date of Mr. Maier's
appointment as interim chief financial officer.  Mr. File will
remain as controller.

On October 21, 2009, Harry F. Hixson, Jr., Ph.D., the Company's
interim chief executive officer, was granted pursuant to the
Company's 2006 Equity Incentive Plan two stock options, each with
an exercise price per share equal to $3.39, which was the fair
market value of the Company's common stock on the date of grant.
The first is an option to purchase 187,500 shares, vesting in 12
equal monthly installments beginning September 28, 2009, so long
as Dr. Hixson provides service to the Company.  The second is an
option to purchase 187,500 shares, vesting in 12 equal monthly
installments beginning September 28, 2010, so long as Dr. Hixson
is serving as the Company's chief executive officer.  Dr. Hixson
was also promised an additional stock option to be granted on or
after September 28, 2010.  This additional stock option will have
an exercise price equal to the fair market value of our common
stock on the date of grant and will be for a number of shares
equal to the difference between 187,500 and the number determined
by multiplying the fully diluted shares outstanding on the date of
grant by the percentage that 187,500 shares represented of the
fully diluted shares outstanding on October 21, 2009.

On October 21, 2009, Ronald M. Lindsay, Ph.D., the Company's
interim senior vice president of research and development, was
granted an option to purchase 150,000 shares pursuant to the
Company's 2006 Equity Incentive Plan, with an exercise price per
share equal to $3.39.  The option vests in 12 equal monthly
installments beginning September 28, 2009, so long as Dr. Lindsay
provides service to the Company.  Dr. Lindsay was also promised an
additional stock option to be granted on or after September 28,
2010.  This additional stock option will have an exercise price
equal to the fair market value of the Company's common stock on
the date of grant and will be for a number of shares equal to the
difference between 150,000 and the number determined by
multiplying the fully diluted shares outstanding on the date of
grant by the percentage that 150,000 shares represented of the
fully diluted shares outstanding on October 21, 2009.

Drs. Hixson and Lindsay have also been promised restricted stock
units covering 225,000 and 90,000 shares, respectively, which will
vest upon the achievement of specific performance-based milestones
in accordance with a program for all of the Company's employees,
to be finalized by the compensation committee of the Company's
board of directors.

                        About Sequenom Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

At June 30, 2009, the Company's balance sheet showed total assets
of $113.8 million, total liabilities of $26.3 million and
stockholders' equity of $87.5 million.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SL GREEN: Incurs $2.5 Million Net Loss in Third Quarter
--------------------------------------------------------
SL Green Realty Corp. reported third quarter results:

   -- Third quarter FFO totaled $0.98 per share (diluted)
      compared to $1.37 per share (diluted) for the third quarter
      of 2008.

   -- Net loss for the third quarter of 2009 totaled $0.03
      share (diluted) compared to net income of $0.49 per share
      (diluted) in the same period in the prior year.

   -- Recognized combined same-store GAAP NOI growth of 5.9%
      for the third quarter, including 5.6% from the
      consolidated same-store properties and 6.5% from the
      unconsolidated joint venture same-store properties.  For
      the first nine months of 2009, combined same-store GAAP
      NOI growth was 3.5%, including 3.3% from the consolidated
      same-store properties and 4.1% from the unconsolidated
      joint venture same-store properties.

   -- Signed 28 Manhattan office leases totaling 251,888 square
      feet with average starting rents of $47.31 per rentable
      square foot during the third quarter.  Average Manhattan
      office starting rents increased by 5.2% on these leases
      over previously fully escalated rents.

   -- Maintained Manhattan occupancy rate of 95.7% with
      increases in occupancy at 100 Park Avenue, 625 Madison
      Avenue, 750 Third Avenue and 1515 Broadway.

   -- Amended the 2007 unsecured revolving credit facility to
      provide the company with the ability to acquire a portion
      of the loans outstanding under the facility.  A subsidiary
      of the company subsequently repurchased $48.0 million of
      the total commitment at a discount, and the company
      realized a $7.1 million gain on the early extinguishment
      of debt.

   -- Repurchased approximately $33.0 million of the company's
      unsecured notes and exchangeable bonds since
      July 1, 2009, realizing gains on early extinguishment
      of debt aggregating approximately $1.2 million.  Since
      October 2008, the Company has repurchased approximately
      $757.3 million of its debt for approximately
      $557.2 million, which resulted in gains on early
      extinguishment of approximately $155.7 million.

   -- Closed on a $145.0 million refinancing of 420 Lexington
      Avenue with a new lender. This financing, provided at
      a 7.5% fixed interest rate, matures in 2016 and features
      two one-year extension options.  This transaction resulted
      in a $36.9 million increase in the indebtedness secured by
      the property and generated approximately $22.7 million in
      net cash proceeds.  Proceeds from the refinancing were
      used in part to repay the former mortgage of
      $108.1 million.

   -- Closed on a $215.0 million refinancing of 100 Park Avenue
      with new lenders.  This financing, provided at a 6.64%
      fixed interest rate, matures in 2014 and features two
      one-year extension options.  The refinancing enabled the
      joint venture to retire the former $175.0 million mortgage.

   -- Amended the construction financing at 1551-1555 Broadway
      with the existing lenders by extending the maturity date
      to October 2011 and fully drawing down the loan.  This
      loan, which has a one-year extension option, carries
      a variable interest rate of 400 basis points over the
      30-day LIBOR.

   -- Successfully restructured the 100 Church structured
      finance investment resulting in control being obtained
      by the company and its co-lender with full beneficial
      ownership expected to occur in the first quarter of 2010.

                           Summary

SL Green Realty Corp. reported funds from operations, or FFO, of
$78.1 million, or $0.98 per share (diluted), for the quarter ended
September 30, 2009, a decrease of 28.5% compared to $83.1 million,
or $1.37 per share (diluted), for the same quarter in 2008.

Net loss attributable to common stockholders totaled $2.5 million,
or $0.03 per share (diluted), for the quarter ended September 30,
2009, compared to net income of $28.8 million, or $0.49 per share
(diluted), for the same quarter in 2008.

                Operating and Leasing Activity

For the third quarter of 2009, the Company reported revenues and
EBITDA of $249.6 million and $141.7 million, respectively, a
decrease of $18.7 million, or 7.0%, and $9.0 million, or 6.0%,
respectively, compared to the same period in 2008.  The decrease
is primarily due to lower investment income and greater loan loss
reserves in 2009 compared to 2008.

Same-store GAAP NOI on a combined basis increased by 5.9% for the
third quarter when compared to the same quarter in 2008, with the
consolidated properties increasing 5.6% to $133.3 million and the
unconsolidated joint venture properties increasing 6.5% to
$53.1 million.  For the first nine months of 2009, combined same-
store GAAP NOI growth was 3.5%, including 3.3% from the
consolidated same-store properties and 4.1% from the
unconsolidated joint venture same-store properties.

Occupancy for the Manhattan portfolio at September 30, 2009, was
95.7%.  During the quarter, the company signed or commenced 36
leases in the Manhattan portfolio totaling 278,819 square feet, of
which 28 leases and 251,888 square feet represented office leases.
Average starting Manhattan office rents of $47.31 per rentable
square foot on the 251,888 square feet of leases signed or
commenced during the third quarter represented a 5.2% increase
over the previously fully escalated rents.  The average lease term
was 9.6 years and average tenant concessions were 6.9 months of
free rent with a tenant improvement allowance of $56.19 per
rentable square foot.

Average starting Suburban office rents of $29.46 per rentable
square foot for the third quarter represented a 5.7% decrease over
the previously fully escalated rents.  Occupancy for the Suburban
portfolio was 90.4% at September 30, 2009, compared to 90.3% at
June 30, 2009.  During the quarter, the Company signed 28 leases
in the Suburban portfolio totaling 158,580 square feet, of which
24 leases and 155,960 square feet represented office leases.

During the quarter, the Company had solid leasing activity at 100
Park Avenue, 420 Lexington Avenue, 750 Third Avenue, 1515
Broadway, all in New York City, and 140 Grand Street and the
Meadows in the suburbs.

Leases which were signed or commenced during the third quarter
included:

   -- New lease with Marcum & Kliegman, LLP for approximately
      67,152 square feet at 750 Third Avenue.

   -- New lease with Syska Hennessy Group, Inc. for
      approximately 64,788 square feet at 1515 Broadway.

   -- New lease with ECT Capital LLC for approximately 20,626
      square feet at 100 Park Avenue.

   -- Renewal with The County of Westchester for approximately
      17,800 square feet at 140 Grand Street, Westchester.

   -- New lease with Wilson Elser Moskowitz Edelman for
      approximately 16,056 square feet at 1010 Washington
      Boulevard, CT.

Marketing, general and administrative, or MG&A, expenses for the
quarter ended September 30, 2009 was approximately $18.9 million
down from $20.9 million for the quarter ended September 30, 2008.

              Real Estate Investment Activity

In August 2009, the Company sold 399 Knollwood, CT for
$20.7 million, which included approximately $1.9 million of cash
and the assumption of mortgage financing of $18.5 million.  The
sales price of $142.00 per square foot represents a capitalization
rate of 8.3%.  The company recorded a loss on the sale of
approximately $11.4 million.

In August 2009, the Company entered into a sale and purchase
agreement to sell a 49.5% interest in Green 485 JV LLC, or the
Joint Venture, the owner of 485 Lexington Avenue, to a partnership
comprised of Optibase Ltd.  (OBAS 1.20, -0.03, -2.44%) and Gilmor
USA LLC, or the Purchasers.  The transaction results in an implied
asset valuation of approximately $504.2 million for the property.
Upon closing, the Purchasers will pay us approximately $20.8
million for a 49.5% interest in the Joint Venture and will also
make a $20.0 million non-recourse loan to us maturing in 2021
which will be secured by a pledge by us of an additional 49.5%
interest in the Joint Venture, with our retaining an unencumbered
1% interest in the Joint Venture.  In addition, the Purchasers
will also acquire an option based in general on fair market value,
exercisable generally until 2022 subject to certain limitations,
to purchase our 49.5% pledged ownership interests in the Joint
Venture, subject to certain limitations.  Prior to closing, we
will also make a $12.2 million, 9.0% loan due in 2013, to the
Joint Venture.  The existing $450.0 million mortgage will remain
an obligation of the Joint Venture.  The transaction is subject to
certain conditions, including the existing lender's approval of
the transfer of ownership in Green 485 JV LLC and such lender's
approval of substitute guarantors under the loan.  There is no
assurance that the conditions precedent contemplated in the sale-
purchase agreement will be fulfilled or that the transaction will
be consummated at such time or at all.

                Financing and Capital Activity

The Company repurchased approximately $33.0 million of its
exchangeable bonds since July 1, 2009, realizing gains on early
extinguishment of debt aggregating approximately $1.2 million.

In August 2009, the company amended the 2007 unsecured revolving
credit facility to provide it with the ability to acquire a
portion of the loans outstanding under the facility.  During the
third quarter, a subsidiary of the Company repurchased
$48.0 million of the total commitment at a discount, and the
company realized a $7.1 million gain on the early extinguishment
of debt.

In August 2009, the company closed on the refinancing of 420
Lexington Avenue with a new lender.  This $145.0 million
financing, provided at a 7.5% fixed interest rate, matures in 2016
and features two one-year extension options.  It enabled the
Company to prepay the $108.1 million outstanding on the former
mortgage.  In connection with this financing, the company incurred
a defeasance charge of approximately $10.5 million, which is
included in interest expense for the third quarter.

In September 2009, the company, along with its joint venture
partner Prudential Real Estate Investors, closed on a financing at
100 Park Avenue with new lenders.  The $215.0 million financing,
provided at a 6.64% fixed interest rate, matures in 2014 and
features two one-year extension options.  It enabled the joint
venture to retire the former $175.0 million mortgage.

Also in September 2009, the company, along with its joint venture
partner Jeff Sutton, closed on an amendment to the financing at
1551-1555 Broadway with the existing lenders.  At closing, the
loan was fully drawn to the reduced committed amount of
$133.6 million.  The maturity date was extended to October 2011,
has a one-year extension option and carries a variable interest
rate of 400 basis points over the 30-day LIBOR.  The property is
net leased to American Eagle Outfitters.

In July 2009, the company closed on a $40.0 million upsize to the
financing secured by 625 Madison Avenue.  The amortizing loan,
which is co-terminus with the existing mortgage, resulted in a
blended fixed interest rate of 7.22% on the combined
$136.2 million loan.

                 Structured Finance Activity

The Company's structured finance investments totaled approximately
$614.5 million at September 30, 2009 (excluding approximately
$1.0 million of structured finance investments which were
classified as held for sale at September 30, 2009), a decrease of
approximately $132.4 million from the balance at December 31,
2008.  During the third quarter, the Company closed on a
$16.1 million structured finance investment secured by a New York
City property.  Also during the third quarter, the company
recorded approximately $16.1 million in additional loan loss
reserves against its structured finance investments.  The
structured finance investments currently have a weighted average
maturity of 3.7 years and a weighted average yield for the quarter
ended September 30, 2009, of 10.2%, exclusive of loans totaling
$59.1 million which are on non-accrual status.

                          Dividends

During the third quarter of 2009, the Company declared quarterly
dividends on its outstanding common and preferred stock as
follows:

   -- $0.10 per share of common stock.  Dividends were paid on
      October 15, 2009 to stockholders of record on the close
      of business on September 30, 2009.

   -- $0.4766 and $0.4922 per share on the Company's Series C
      and D Preferred Stock, respectively, for the period
      July 15, 2009, through and including October 14, 2009.
      Dividends were paid on October 15, 2009, to stockholders
      of record on the close of business on September 30, 2009,
      and reflect regular quarterly dividends, which are the
      equivalent of annualized dividend of $1.90625 and $1.96875,
      respectively.

                         About SL Green

SL Green Realty Corp. -- http://www.slgreen.com-- is a self-
administered and self-managed real estate investment trust, or
REIT, that predominantly acquires, owns, repositions and manages
Manhattan office properties.  The company  is the only publicly
held REIT that specializes in this niche. As of September 30,
2009, the Company owned interests in 29 New York City office
properties totaling approximately 23,211,200 square feet, making
it New York's largest office landlord.  In addition, at
September 30, 2009, SL Green held investment interests in, among
other things, eight retail properties encompassing approximately
374,812 square feet, three development properties encompassing
approximately 399,800 square feet and two land interests, along
with ownership interests in 31 suburban assets totaling 6,804,700
square feet in Brooklyn, Queens, Long Island, Westchester County,
Connecticut and New Jersey.

                        *     *     *

As reported in the Troubled Company Reporter on June 22, 2009,
Fitch assigned 'BB+' ratings to SLG and SL Green Operating
Partnership, L.P., and affirmed the 'BB+' rating on Reckson
Operating Partnership, L.P., on May 22, 2009.  The Rating Outlook
is Negative.  Fitch's current ratings for SLG (NYSE: SLG) and its
subsidiary, SL Green Operating Partnership, L.P., are:

SL Green Realty Corp.

  -- Issuer Default Rating 'BB+'.
  -- Perpetual preferred stock 'BB-'.

SL Green Operating Partnership, L.P.

  -- IDR 'BB+';
  -- Revolving credit facility 'BB+';
  -- Senior unsecured notes 'BB+';


SONIC AUTOMOTIVE: Posts $15.59MM Net Income for Q3 2009
-------------------------------------------------------
Sonic Automotive, Inc., posted net income of $15.59 million on
total revenues of $1.52 billion for the third quarter ended
September 30, 2009, from a net loss of $26.96 million on total
revenues of $1.61 billion for the same period a year ago.  The
Company posted net income of $17.29 million on total revenues of
$4.18 billion for the nine months ended September 30, 2009, from a
net loss of $5.12 million on total revenues of $5.11 billion for
the same period a year ago.

The Company reported that 2009 third quarter earnings from
continuing operations were $0.22 per diluted share which includes
an after-tax gain of $0.01 per diluted share, related to the
Company's repurchase of convertible notes.  This compares to a
loss from continuing operations of $0.38 per diluted share, in the
prior year quarter.  The results for the prior year quarter
include the after-tax effect of impairment charges, lease exit
accruals and hurricane damage of $0.53 per diluted share.

As of September 30, 2009, the Company had total assets of $2.00
billion against total current liabilities of $988.30 million,
long-term debt of $556.24 million, and other long-term liabilities
of $109.56 million, resulting in stockholders' equity of $350.65
million.

           Business Overview -- Strong operating results
                  and improved capital structure

B. Scott Smith, the Company's President, said, "We are pleased
with what we were able to accomplish this quarter at Sonic
Automotive.  In addition to continuing to post strong operating
results we completed a very successful public refinancing of our
2010 debt obligations.  The offering in late September allowed us
to de-lever our balance sheet, remove some extremely dilutive
convertible debt from our capital structure and mitigate future
refinancing risk in the near term.  This also paves the way for
what we believe will be a successful refinancing of our upcoming
syndicated credit facility.  This offering would not have been
possible without the strong fundamentals of our business model
which is evident in our consistent operating performance and cash
flow generation throughout this business cycle."

             New Vehicles -- Strongest year-over-year
                 market share performance to date

Commenting on the Company's new car sales, Mr. Smith noted, "The
combination of increased customer traffic from the CARS program
and the continued execution of our e-Commerce strategies resulted
in Sonic posting its strongest year-over-year new vehicle
performance so far this year.  We have now had eight consecutive
months of new car market share gains.  In addition to the improved
unit volume, our new vehicle retail margins were up 70 basis
points to 7.6% and our new vehicle days supply was at 39 days."

            Used Vehicles -- Used vehicle volume up 25%

Overall used vehicle unit volume was up 25% and total used vehicle
revenue was up over 18% for the third quarter of 2009 compared to
the third quarter of 2008.  Jeff Dyke, the Company's EVP of
Operations, stated, "Our used vehicle volume continued to grow
throughout the quarter despite the heavy emphasis on new vehicle
sales stemming from the CARS program.  Our used-to-new ratio,
which has continued to improve throughout the year, was at 80% for
the third quarter.  Our certified pre-owned business, which has
been a consistent strength for Sonic, remains strong at 34% of our
overall used vehicle volume.  We are growing our used vehicle
business by continuing to expand our presence across the entire
spectrum of the used vehicle market."

          Parts and Service -- Margin expansion continues
                       with stable revenues

Sonic's parts and service revenue for the third quarter was flat
with the prior year quarter while the gross margin at 50.6%
represents an improvement over the prior year third quarter margin
of 49.6% and the second quarter 2009 margin of 50.3%.

Mr. Dyke stated, "Our parts and service business continues to add
a substantial amount of stability to our results of operations. We
have steadily grown our fixed operations margin every quarter this
year as a result of the pricing, merchandising and other
strategies being implemented with the rollout of our parts and
service playbook. We have every reason to expect this trend will
continue as the rollout progresses."

Presentation materials for the Company's October 27, 2009 earnings
conference call at 11:00 A.M. (Eastern) are available at no charge
at http://ResearchArchives.com/t/s?47ab

                       About Sonic Automotive

Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc.
(NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's
third-largest automotive retailer, operating 153 franchises.  As
of June 30, 2009, it operated 154 dealership franchises,
representing 31 different brands of cars and light trucks, at 131
locations and 30 collision repair centers in 15 states.  Its
dealerships provide comprehensive services including sales of both
new and used cars and light trucks, sales of replacement parts,
performance of vehicle maintenance, manufacturer warranty repairs,
paint and collision repair services, and arrangement of extended
service contracts, financing, insurance and other aftermarket
products for customers.

                           *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed the Caa1 Corporate Family
and Probability of Default ratings of Sonic Automotive and changed
the outlook to positive from negative.

The TCR said September 18, 2009, that Standard & Poor's Ratings
Services placed its 'CCC+' corporate credit rating and related
issue ratings on Sonic Automotive on CreditWatch with positive
implications.  At the same time, S&P assigned its 'CCC-' issue
rating and a '6' recovery rating to the company's proposed
$125 million convertible notes due 2029.


SOUTH FINANCIAL GROUP: DBRS Downgrades Rating to 'B'
----------------------------------------------------
DBRS has downgraded the ratings for The South Financial Group,
Inc. (The South or the Company) and its related entities,
including its Issuer & Senior Debt rating to B from BB.  At the
same time, DBRS downgraded The South's banking subsidiary's
Deposit & Senior debt rating to BB (low) from BB (high) and
maintained its Short-term Instruments rating at R-4.  All ratings
were placed Under Review with Negative Implications.

The downgrade follows a much larger than expected $341 million
quarterly net loss available to common shareholders, which
reflected higher credit costs and the negative impact of a
sizeable $200 million valuation allowance against its $203 million
deferred tax assets.  DBRS notes that the results are preliminary
and the loss could increase following the completion of the
Company's on-going goodwill impairment analysis, which should be
completed in early November.

The downgrade reflects The South's weakened tangible common equity
position, severe asset quality deterioration, moderate core
earnings capacity, and DBRS's expectation of sustained elevated
credit costs and expenses over the near term.  The significant Q3
2009 quarterly (preliminary) loss negatively impacted The South's
capital position.  Indeed, the significant decrease of tangible
common equity more than overshadowed the moderate decline in
regulatory capital, as regulatory capital already largely excluded
deferred tax assets as of Q4 2008 and was not impacted by the
sizeable valuation allowance.  DBRS believes that The South's
lower tangible common equity position further reduces its
financial flexibility.  DBRS notes that further material
contraction in the Company's tangible common equity position will
likely result in negative rating actions.  DBRS comments that the
Company's asset quality deterioration remains steep, and credit
costs high.  Although there appears to be some indication of
stabilization in the credit metrics, it is DBRS's perception that
substantial amounts of potential losses remain embedded in the
Company's loan portfolios, especially given still declining real
estate valuations and rising unemployment.  Finally, the Company's
core earnings capacity (income before provisions and taxes),
provides only a moderate level of loss absorption capacity,
especially when compared to recent quarterly net charge-offs, and
are likely to remain pressured over the near term, due to high
credit expenses.

DBRS's review will focus on The South's ability to raise
additional capital to offset anticipated near term credit costs
and expenses.  DBRS notes that the quarter's results place
considerable strain on the Company's financial flexibility, and
perhaps its ability to raise future capital.  DBRS notes that the
inability of the Company to strengthen its capital position over
the near term, could result in further rating actions.

The South's Florida exposures, especially its acquisition,
construction and development portfolio, represent the bulk of its
troubled loans.  During Q3 2009, NPAs on an absolute basis
contracted by $16 million; however, the Company's NPA ratio
increased to a high 6.05% of loans versus 5.94% at June 30, 2009,
reflecting a 4.6% decrease in period end loans.  Meanwhile, NCOs
for Q3 2009 increased to a high 7.31% of average loans, from 4.91%
for the prior quarter.  DBRS notes that the large increase in The
South's NCOs reflects a $60 million charge related to the sale of
$163 million of problematic loans.  Reflecting the steep decline
in the housing markets, roughly 49% of net charge-offs were CRE
related, the majority of which were Florida and South Carolina
based residential acquisition and development loans.  Meanwhile,
67% of Q3 2009 nonaccrual loans were CRE, of which 55% were in
Florida.  DBRS comments that The South's CRE portfolio represents
a challenging concentration, constituting approximately 42%
(excluding owner-occupied loans) of total loans and 5.9 times (x)
tangible common equity.  DBRS comments that the Company's reserves
to non-performing assets improved, yet were still relatively
moderate at 62%.

Reflecting the loss for the quarter, the Company's tangible common
equity ratio narrowed to 5.25%, from 6.07% at June 30, 2009,
indicating the reduction in the common equity resources available
to absorb elevated losses.  The Company's estimated Tier 1 and
Total risk based capital ratios were 11.19% and 12.49%,
respectively, down from 12.36% and 13.65%, respectively, at
June 30, 2009, and includes $347 million in TARP capital.

DBRS notes that the Company's liquidity position is adequate, yet
remains pressured by its large wholesale funding reliance of 43%
(as of June 30, 2009).  The South's sound securities portfolio,
which represents 18% of total assets, access to the FHLB and
Federal Reserve Discount Window, round out its liquidity profile.
Furthermore, The South's parent's fundamentals remain solid,
punctuated by a sizeable cash position.


SOUTHWEST CHARTER: Reorganization Case Converted to Chapter 7
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
motion filed by Arizona Bank and Trust, a secured creditor and
party-in-interest in Southwest Charter Lines Incorporated's
Chapter 11 case, to convert the Debtor's case to a Chapter 7.

AZBT related that conversion is appropriate because of
substantial and continuing loss to and diminution of the estate,
the absence of any reasonable possibility of rehabilitation, gross
mismanagement of the estate, unauthorized use of cash collateral,
failure to comply with Court-approved stipulations, failure to pay
postpetition taxes and failure to timely file a plan or disclosure
statement.

Headquartered in Gilbert, Arizona, Southwest Charter Lines Inc.
-- http://www.swcl.com/-- operates, rents, and leases buses,
trucks, trailers, and modular buildings.  The company filed for
Chapter 11 bankruptcy protection on May 29, 2008 (Bankr. D. Ariz.
Case No. 08-06252).  Donald W. Powell, Esq. at Carmichael & Powell
PC, represents the Debtor as bankruptcy counsel.  When the Debtor
filed for Chapter 11 restructuring, it listed total assets of
$12,907,933 and total debts of $12,352,275.


SPANSION INC: Court Won't Order Appointment of Equity Committee
---------------------------------------------------------------
The Bankruptcy Court o has rejected an investor's attempt to form
a committee of equity holders to represent stockholders in the
Chapter 11 cases.

Spansion Inc.'s counsel, Sommer L. Ross, Esq., at Duane Morris,
LLP, in Wilmington, Delaware, submitted with the Court a
certification of counsel regarding an order dismissing the motion
for the appointment of an equity security holders committee filed
by Philip Mathers.   Ms. Ross relates that at the hearing held on
October 2, 2009, the Court dismissed the motion with prejudice due
to Dr. Mathers' failure to prosecute, and barred Dr. Mathers from
filing any pleadings, motions or papers in the Debtors' Chapter 11
cases without leave from the Court.   Bankruptcy Judge Kevin Carey
signed the order dismissing the request.

Philip Mathers, a party-in-interest and equity security holder of
2,000,000 class A common stock of Spansion Inc., has asked the
U.S. Bankruptcy Court for the District of Delaware to appoint an
Official Committee of Equity Security Holders to assure a timely
and appropriate representation of equity security holders and the
orderly and proper administration of the estate.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Debt Recovery, Argo Partners Buy Claims
-----------------------------------------------------
In separate Court filings for the period October 14, 2009, to
October 20, 2009, 13 of Spansion Inc.'s creditors disclosed that
they intend to transfer each of their claims against the Debtors:

Transferor              Transferee                       Amount
----------              ----------                      ------
Aehr Test Systems       Fulcrum Credit Partners LLC $11,363,980
Partners LLC            Opportunities Fund Ltd.       9,091,184
Nexlogic Inc.           Argo Partners                    22,333
Intest Silicon Valley
Corporation             Argo Partners                    47,846
MCSB Systems(PG)SDN BHD Argo Partners                     8,018
Fulcrum Credit          Drawbridge Special
Plastic Card ID         Sierra Liquidity Fund, LLC          656
American Chiller
Service Inc.            United States Debt Recovery LLC     870
Alpha-Probes, Inc.      United States Debt Recovery LLC     870
Ambius, Inc.            United States Debt Recovery LLC     739
Audio Electronics, Inc. United States Debt Recovery LLC     456
Teledyne Storm
Products, Inc.          United States Debt Recovery LLC   1,830
EDSG, Environmental
Data                    United States Debt Recovery LLC     975

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Proposes Skadden Arps for Cross-Border Transactions
-----------------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, the Debtors
seek the Court's authority to employ Skadden, Arps, Slate,
Meagher & Flom LLP as their special, counsel nunc pro tunc to
September 30, 2009.  The Debtors selected Skadden Arps because of
the firm's extensive experience in the areas in which the firm
will provide advice, including, in particular, complex litigation
involving cross-border commercial transactions.

As special litigation counsel, Skadden Arps will:

  (a) advise the Debtors in connection with the matters,
      allegations, and litigation, administrative and other
      claims asserted in or related to GE Financial Services
      Corporation's motion for allowance of administrative
      claim;

  (b) advise the Debtors in connection with the relationship
      between Spansion Japan and the Debtors, particularly as
      they relate to the GE Motion and GEFSC;

  (c) advise and assist the Debtors and general bankruptcy
      counsel in connection with all litigation matters
      involving GEFSC and its affiliates for which the Debtors
      request that assistance;

  (d) attend meetings with third parties and participate in
      negotiations;

  (e) appear before the Court, any district or appellate courts,
      and the Office of the U.S. Trustee;

  (f) participate in insolvency proceedings involving Spansion
      Japan to the extent they relate to litigation or
      negotiation with GEFSC and its affiliates; and

  (g) perform the full range of services normally associated
      with matters as the Debtors' special counsel which the
      firm is in a position to provide.

The Debtors will pay Skadden Arps based on the firm's current
hourly rates:

    Professional             Rate/Hour
    ------------             ---------
    Partners                 $725-$995
    Associates               $355-$680
    Paralegals               $170-$285

The Debtors will also reimburse the firm for its out-of-pocket
expenses.

Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware, tells the Court that his firm is
not required to comply with any of the "disinterestedness"
criteria applicable to Section 327(a) of the Bankruptcy Code.
However, he notes, in the interest of providing as complete
record as readily possible, the firm makes the disclosures
regarding professional relationships.

According to Mr. Durrer, Skadden, Arps currently represents these
entities:

  (a) The Royal Bank of Scotland plc, Mitsubishi UFJ Lease &
      Finance Company Limited, affiliates of NTT Finance
      Corporation, affiliates of Showa Leasing Co., Ltd., and
      affiliates of Sumitomo Mitsui Finance and Leasing Company,
      Limited; and

  (b) Rambus Inc., creditor of the Debtors.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Puts SP1 Fab Up for Sale
--------------------------------------
Spansion Inc. has put its 300-mm fab, dubbed SP1, up for sale,
Mark LaPedus at EE Times reports, citing people familiar with the
matter.  Spansion said in a statement, "SP1 is an asset of
Spansion Japan Ltd. and they are weighing all possible options to
help advance the reorganization process.  We continue to work
closely with Spansion Japan and are fully supporting customer
requirements through our internal and external manufacturing
resources."  According to EE Times, Spansion said that set-top box
OEMs in Asia are adopting its MirrorBit SPI Multi-I/O Flash
memory, which is aimed to simplify designs, help reduce form
factors, and enable lower overall system costs in many of their
new models.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


STALLION OILFIELD: S&P Retains 'D' Rating on Senior Unsec. Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Stallion Oilfield Services Ltd.'s (D/--/--) senior unsecured debt
to '5', indicating expectations for modest recovery (10%-30%) in
the event of a payment default, from '4'.  The issue-level rating
on this debt remains 'D'.  Additionally, S&P maintained the
recovery rating of '1' on the company's senior secured debt,
indicating very high recovery (90%-100%) in the event of a payment
default.  The issue-level rating on the senior secured debt
remains 'D'.

"Our recovery ratings reflect S&P's view that Stallion's business
model remains viable, following reorganization, albeit with
reduced revenue and profitability prospects," said Standard &
Poor's credit analyst Kenneth Cox.  "S&P believes the recent
default was primarily a result of high leverage and the severity
of current downturn in natural gas prices.  However, S&P believes
it may take years for profitability to return to recent levels,
following the expanded capacity built up in the oilfield services
sector in recent years."

The corporate credit rating on Stallion is 'D', reflecting the
Houston-based oilfield services provider's failure to make its
Aug. 1, 2009, and Aug. 6, 2009, required interest payments on its
senior unsecured notes and on its senior unsecured term loan.

                           Ratings List

                  Stallion Oilfield Services Ltd.

            Corporate Credit Rating            D/--/--

                Rating Unchanged/Recovery Revised

                  Stallion Oilfield Services Ltd.

                                          To             From
                                          --             ----
       Senior Unsecured                   D              D
         Recovery Rating                  5              4


STINSON PETROLEUM: GCBC Withdraws Motion to Appoint Examiner
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
approved the agreement reached by Gulf Coast Bank & Trust Company,
a party-in-interest in Stinson Petroleum Company, Inc.'s Chapter
11 case, and the Debtor in relation to GCBC's withdrawal of its
motion to appoint an examiner.

GCBC and the Debtor agreed to expand the duties of Jabez, Inc.,
the analyst, to include assisting Stinson's in developing
postpetition accounting records and postpetition reporting
practices.

The analyst will be entitled to receive reasonable compensation
and to receive reimbursement of actual, necessary expenses for
postpetition additional services.

The Court also ordered that the duties of the analyst will also be
expanded to include (i) reconciliation of discrepancies noted in
the analyst's account receivable summary; and (ii) a determination
of the disposition of the proceeds of GCBC' account's receivable,
provided that the expense for the services will be exclusively
borne by GCBC.

Previously, GCBC asked the Court to appoint an examiner because it
wants the value of the receivables that it purchased, and
Stinson's management abilities and accounting activities
investigated.

                 About Stinson Petroleum Company

Laurel, Mississippi-based Stinson Petroleum Company, Inc., filed
for Chapter 11 on Aug. 4, 2009 (Bankr. S. D. Miss.Case No. 09-
51663).  The Debtor did not file a list of its 20 largest
unsecured creditors when it filed its petition.  Harris Jernigan &
Geno, PPLC, 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.


SUN-TIMES MEDIA: James Tyree Completes Acquisition of Assets
------------------------------------------------------------
Sun-Times Media Holdings, LLC, has completed the acquisition of
substantially all of the assets formerly owned by Sun-Times
Media Group, for a total transaction value of approximately
$26.5 million.  With the closing of this transaction, the Chicago
Sun-Times and its sister daily and weekly newspapers move out from
under the shadow of the bankruptcy proceedings affecting their
prior owner and begin a new era as a locally owned and managed
media conglomerate.

"Our investor team believes there is tremendous opportunity and
untapped potential in Sun-Times Media portfolio of newspapers and
Web sites, which combined serve an impressive 3.7 million readers
each week, more than any of our competitors," said James C. Tyree,
lead investor in Sun-Times Media Holdings.  "We are proud that
these distinguished newspaper titles will be locally owned and
locally managed.  We are committed to continuing the publications'
excellent tradition of superior service to our advertisers and our
readers.  On the business, side, our intentions are to grow the
company by seeking new revenue opportunities, to adapt and lead
change in the rapidly transforming news industry, and to become
profitable."

"This is a new beginning and a great day for our advertisers,
readers and employees of the Chicago Sun-Times and our
distinguished suburban newspaper network of print and online
publications," said Jeremy L. Halbreich, Chief Executive Officer
and Vice Chairman of Sun-Times Media Holdings.  "We are pleased to
have been able to find new ownership and new investment in our
award-winning, highly regarded publications, many of which have
been serving their communities for decades and some even more than
a century.  We look forward to a long, prosperous future with our
new owners."

                    About Sun-Times Media

Sun-Times Media Group, Inc. (Pink Sheets: SUTMQ)
-- http://www.thesuntimesgroup.com/-- (Pink Sheets: SUTM) owns
media properties including the Chicago Sun-Times and Suntimes.com
and 58 suburban newspaper titles and corresponding Web sites.  The
Company and its affiliates conduct business as a single operating
segment which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Sun-Times
Media's investment banker is Rothschild Inc.  and its estructuring
advisor is Huron Consulting Group.  Kurtzman Carson Consultants
LLC is the Debtors' claims agent.  As of November 7, 2008, the
Debtors listed $479,000,000 in assets and $801,000,000 in debts.


SUPER 88: Ch. 11 Filing Puts Sale on Hold, Buyer Still Hopeful
--------------------------------------------------------------
Five companies tied to George and Peter Luu's three-store
business, Super 88, has filed for Chapter 11 bankruptcy
protection, listing $10 million to $50 million in liabilities,
Donna Goodison at BostonHerald.com reports, citing the Company's
lawyer, Frank Kirby.  Court documents say that Super 88 has
$1 million to $10 million in assets.

According to BostonHerald.com, the bankruptcy filing has put on
hold a contentious sale of Super 88.

Citing Mr. Kirby, BostonHerald.com says that Super 88's three
stores in Dorchester, Allston, and Malden will remain open for
business.  BostonHerald.com states that the Luus had seemingly
conflicting plans to sell their remaining assets.

BostonHerald.com relates that Wincent International Inc. and Gary
Wong, who claimed deals for individual stores in Dorchester and
Allston, sued Super 88 in August 2009 to stop a $9 million sale of
the entire chain to New York's Hong Kong Supermarket Inc.  Boston
Globe says that Wincent International said it had a deal to buy
the Dorchester Super 88, while Mr. Wong claimed a $3.2 million
agreement to acquire the Allston store.  A Suffolk Superior Court
judge's preliminary injunction in September 2009 stopped the sale
to Hong Kong Supermarket, according to the report.

Hong Kong Supermarket's lawyer, Hayes Young, said that his client
will continue to pursue an acquisition of Super 88,
BostonHerald.com says.

Super 88 is a supermarket chain that had six locations before
closing the Cheng Kwong Sea Food Market in Chinatown and stores in
the South End and Quincy.  The chain also owns a warehouse.


SYNOVUS FINANCIAL: $423 Mil. Loss Won't Affect S&P's 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Synovus Financial Corp. (BB-/Negative/--) remain unchanged
following the company's announcement of a $423 million third-
quarter loss, its fifth consecutive quarterly loss.

S&P believes that Synovus's significant credit risk will continue
to manifest itself in elevated credit losses, especially due to
its portfolio of construction loans in Atlanta and Florida.  S&P
expects nearly $2.5 billion in total credit losses during 2009-
2010 due to weak economic conditions across Synovus's footprint.
S&P believes the asset-quality trends will result in further net
losses into 2010 because the franchise's ability to generate
sufficient earnings is fundamentally weaker after its spin-off of
Total System Services Inc. in 2007.  S&P views Synovus's upsizing
its third-quarter common stock issuance to $600 million from
$350 million favorably.  This action strengthens the firm's
tangible common equity-to-tangible assets ratio to 6.28% from
5.94% in the second quarter.  If Synovus's credit losses exceed
S&P's current expectations, or further net losses erode its
capital position faster than S&P expect, S&P could lower the
ratings.


TAYLOR BEAN: Judge Lets Deutsche Bank Open Taylor Bean Books
------------------------------------------------------------
Law360 reports that the Bankruptcy Court has given Deutsche Bank
AG a green light to begin probing the paper trail behind the
bankruptcy of Taylor Bean & Whitaker Mortgage Corp. in response to
Deutsche Bank's fears that it may lose more money to the fallen
mortgage lender than first thought.

Taylor Bean, the 12th largest U.S. mortgage lender and servicer
of loans, filed for bankruptcy protection on Aug. 24 after
being suspended from doing business with U.S. agencies and
Freddie Mac, the government-supported mortgage company.  Taylor
has blamed probes into one of its banks for the suspensions.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).  Edward J. Peterson, III, Esq., at Stichter,
Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the
Debtor.  Troutman Sanders LLP is special counsel.  BMC Group Inc.
serves as claims agent.  Taylor Bean has more than $1 billion of
both assets and liabilities, and between 1,000 and 5,000
creditors, according to the bankruptcy petition.


TRIPLE CROWN: Can Solicit Votes for Amended Chapter 11 Plan
-----------------------------------------------------------
The Hon. Brenda L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved a disclosure statement explaining a
first amended joint Chapter 11 plan of reorganization filed by
Triple Crown Media Inc. and its debtor-affiliates on Oct. 16,
2009.  A hearing is set for Dec. 8, 2009, at 10:00 a.m., to
consider confirmation of the plan.

Judge Shannon set Nov. 24, 2009, as deadline for creditors to vote
for the Debtors' plan.

The plan provides for, among other things: (i) the reduction of
more than $20 million of the Debtors' secured obligations and the
distribution of no less than 90% of the equity of Reorganized
Debtors to the second lien lenders, and (ii) participation rights
by the holders of preferred stock equity interests and by the
management of reorganized Debtors

By the plan's effective date, Reorganized Debtors will issue:

   i) 94.74% of the new common stock to the holders of
      allowed second lien credit facility claims, and

  ii) 5.26% of the new common stock to holders of allowed
      preferred stock equity interests, provided that class 11
      votes to accept the Plan.

In addition, Reorganized Debtors will reserve 5% of the new common
stock for a management incentive plan.

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?478b

A full-text copy of the amended Chapter 11 plan is available for
free at http://ResearchArchives.com/t/s?478c

Triple Crown Media, Inc., derives revenue from its Newspaper
Publishing operations. The Company's Newspaper Publishing
operations derive revenue primarily from three sources: retail
advertising, circulation and classified advertising. TCM's
Newspaper Publishing operations' advertising revenues are
primarily generated from local advertising. TCM sold its GrayLink
Wireless segment on June 22, 2007. The Company sold its Host
Collegiate Marketing segment and Host Association Management
Services segment on November 15, 2007. TCM's sole remaining
operating segment consists of its Newspaper Publishing business.
This consists of the ownership and operation of six daily
newspapers and one weekly newspaper with a total daily circulation
as of June 30, 2008, of approximately 95,200 and a total Sunday
circulation as of June 30, 2008 of approximately 131,850. Its
newspapers are characterized by their focus on the coverage of
local news and local sports.

Triple Crown Media Inc., together with affiliates, filed for
Chapter 11 on Sept. 14 (Bankr. D. Del. Case No. 09-13181).
Attorneys at Morris, Nichols, Arsht & Tunnel, represent the
Debtors in their restructuring effort.

Triple Crown had assets of $36,431,000 against debts of
$88,296,000 as of March 31, 2009.


TRIPLE CROWN: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Triple Crown Media Inc. and Gray Publishing LLC delivered to the
U.S. Bankruptcy Court for the District of Delaware an amended
schedule of assets and liabilities, disclosing:

                        Total         Total
                        Assets        Liabilities
                        -----------   -----------
   Triple Crown          $3,250,705   $73,839,142
   Gray Publishing      $27,087,740   $75,120,694

A full-text copy of Triple Crown's schedule is available for free
at http://ResearchArchives.com/t/s?4781

A full-text copy of Gray Publishing's schedule is available for
free at http://ResearchArchives.com/t/s?4782

Triple Crown Media, Inc., derives revenue from its Newspaper
Publishing operations.  The Company's Newspaper Publishing
operations derive revenue primarily from three sources: retail
advertising, circulation and classified advertising.  TCM's
Newspaper Publishing operations' advertising revenues are
primarily generated from local advertising.  TCM sold its GrayLink
Wireless segment on June 22, 2007.  The Company sold its Host
Collegiate Marketing segment and Host Association Management
Services segment on November 15, 2007.  TCM's sole remaining
operating segment consists of its Newspaper Publishing business.
This consists of the ownership and operation of six daily
newspapers and one weekly newspaper with a total daily circulation
as of June 30, 2008, of approximately 95,200 and a total Sunday
circulation as of June 30, 2008, of approximately 131,850.  Its
newspapers are characterized by their focus on the coverage of
local news and local sports.

Triple Crown Media Inc., together with affiliates, filed for
Chapter 11 on Sept. 14 (Bankr. D. Del. Case No. 09-13181).
Attorneys at Morris, Nichols, Arsht & Tunnel, represent the
Debtors in their restructuring effort.

Triple Crown had assets of $36,431,000 against debts of
$88,296,000 as of March 31, 2009.


TROPICANA ENT: Adamar of NJ Proposes Amended Deal for Assets Sale
-----------------------------------------------------------------
Adamar of New Jersey Inc., and its units ask the Bankruptcy Court
to approve an amended and restated version of the Agreement on the
sale of substantially all of their assets, free and clear of all
liens, claims, encumbrances, and interests.  The New Jersey
Debtors also seek the Court's authority to assume and assign
certain executory contracts and unexpired leases related to the
Asset Sale.

As previously reported, the New Jersey Debtors, Justice Gary S.
Stein, the TE Debtors -- Aztar Corporation and Tropicana
Entertainment, LLC -- Ramada New Jersey Holdings Corporation,
Atlantic-Deauville, Inc., Adamar Garage Corporation, Ramada New
Jersey, Inc., and Credit Suisse as the OpCo Agent entered into an
Asset Purchase Agreement on April 29, 2009.  The Court has
approved the Original Agreement and the Original Sale Motion.

However, shortly after the Original Agreement was approved, the
steering committee of the OpCo Lenders requested that the Sellers
-- Tropicana Entertainment, Ramada Holdings, Atlantic-Deauville,
Adamar Garage, Ramada New Jersey, the New Jersey Debtors, and
Justice Stein -- amend and restate the Original Agreement to
enable the OpCo Lenders to effectuate a "G Reorganization"
pursuant to Section 368(a)(1)(G) of the Internal Revenue Code,
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Hackensack, New Jersey, relates.

The primary benefit of a "G Reorganization" is that a business
can be acquired with a historic tax basis rather than a tax basis
determined by reference to the amount of a credit bid.  A
"G Reorganization" by definition is a transfer by a corporation
of all or part of its assets to another corporation in a Title 11
or similar case; but only if, in pursuance of the
reorganizational plan, stock or securities of the corporation to
which the assets are transferred are distributed in a transaction
which qualifies under Section 354, 355 or 356 of the Internal
Revenue Code, Mr. Sirota explains.

                       Amended Agreement

Following extensive negotiations, the parties have agreed on the
terms of an Amended and Restated Purchase Agreement.

The OpCo Agent also advised the New Jersey Debtors that, upon the
direction of "Required Lenders" and on behalf of the Secured
Parties, it will designate Reorganized Tropicana; "Newco," an
unspecified direct wholly owned subsidiary of Reorganized
Tropicana; and "Newco Sub," an unspecified direct wholly owned
subsidiary of Newco -- Specified Parties -- as the "Buyer" under
the Original Agreement, according to Mr. Sirota.  Rather than
executing a joinder to the Original Agreement, the Specified
Parties will be signing the Amended Agreement, he notes.

Mr. Sirota informs the Court that the material modifications to
the Original Agreement are:

  (a) The New Jersey Debtors will sell all their rights, title
      and interest in and to the Company Assets to Reorganized
      Tropicana which, in turn, will direct the New Jersey
      Debtors to transfer, assign, convey and deliver the
      Company Assets to Newco.

      As set forth in the Original Agreement and the Amended
      Agreement, the Non-Conservatorship Sellers will sell,
      transfer, assign, convey and deliver the remaining
      Acquired Assets to Newco Sub.  The transfers of the
      Acquired Assets will be free and clear of Encumbrances,
      except for certain Permitted Encumbrances.

  (b) In exchange for the sale, transfer, assignment, conveyance
      and delivery of the Acquired Assets to the applicable
      Specified Party, each Seller will receive a specified
      number of shares of Reorganized Tropicana Stock.

      In turn, each Seller will sell, transfer and deliver the
      Reorganized Tropicana Stock to be received by the Seller
      to the Secured Parties, free and clear of all Encumbrances
      and adverse claims, in exchange for which the OpCo Agent,
      on behalf of the Secured Parties and at the direction of
      the Required Lenders, will surrender $200,000,000 of the
      principal amount of the obligations secured by the
      Original Collateral Agreement.

  (c) The Sellers are not obligated to pay Cure Amounts relating
      to Intercompany Obligations.

A blacklined copy of the Amended Agreement is available for free
at http://bankrupt.com/misc/TropiA_AmendedAPA100709.pdf

                 ACE Entities' Limited Objection

ACE American Insurance Company and its affiliate, Westchester
Supply Lines Insurance Company, on behalf of themselves and their
affiliated insurers and reinsurers, ask the Court to deny the New
Jersey Debtors' request for an approval of an amended Asset
Purchase Agreement for the sale of substantially all of their
assets.

The New Jersey Debtors and the ACE Entities are parties to
certain prepetition and postpetition insurance policies.  The ACE
Policies are executory contracts in that each of them requires
both parties to continue performance, and failure of either party
to complete performance would constitute a material breach
excusing performance of the other party, according to Helen
Heifets, Esq., at Bazelon Less & Feldman, P.C., in Philadelphia,
Pennsylvania.

The Amended and Restated Purchase Agreement provides that if
executory contracts, including the ACE Policies, are assumed by
the New Jersey Debtors, they will be assigned to one of the
"Specified Parties" on the terms set forth in the Amended
Agreement, Ms. Heifets notes.  She points out that the Amended
Agreement fails to disclose whether the New Jersey Debtors
propose to assume and assign the ACE Policies.

According to Ms. Heifets, in the event the New Jersey Debtors
propose to assume and assign the ACE Policies, the ACE Parties
object to the assignment for these reasons:

  (a) The Amended Agreement does not provide for the fulfillment
      and satisfaction of the New Jersey Debtors' obligations
      under the ACE Policies by the assignee and does not
      disclose the identity of the proposed assignee;

  (b) The ACE Parties have no knowledge or information whether
      the assignee has the financial resources to perform the
      obligations of the New Jersey Debtors under the ACE
      Policies; and

  (c) Certain provisions of the Amended Agreement potentially
      conflict with the ACE Parties' rights and obligations
      under the ACE Policies.

In the alternative, the ACE Entities seek that:

  (i) the New Jersey Debtors be directed to disclose to the ACE
      Entities whether they propose to assume and assign the ACE
      Policies; and

(ii) in the event the New Jersey Debtors propose to assume and
      assign the ACE Policies, as a condition precedent to the
      ACE Entities' consent to the assignment, the New Jersey
      Debtors should be directed to (x) provide information
      regarding the identity of the proposed assignee and its
      financial condition, (y) provide a valid and acceptable
      written commitment from the proposed assignee to fully
      perform the New Jersey Debtors' obligations under the ACE
      Policies, and (z) include in the Amended Agreement certain
      provision that nothing will "impair the legal, equitable
      or contractual rights and defenses of the insureds or
      insurers with respect to the ACE Policies, and that such
      rights and obligations shall be determined under the ACE
      Policies . . ."

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TROPICANA ENT: Gets Jan. 31 Extension for Plan Consummation
-----------------------------------------------------------
The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana,
obtained an order extending the deadline by which all conditions
to the consummation of the OpCo Chapter 11 Plan must be satisfied
or waived through and including January 31, 2010.

The OpCo Debtors have made significant headway in satisfying the
conditions precedent to the consummation of the confirmed OpCo
Plan, Zachary I. Shapiro, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, tells the Court.  In particular,
he points out, the OpCo Debtors are working with their counsel
and key constituents to complete the process for the registration
of the securities to be issued under the OpCo Plan, to obtain all
necessary regulatory approvals in the jurisdictions in which they
operate, and to finalize the terms of their exit facility.
Indeed, the OpCo Debtors aver that they anticipate completing
those tasks and emerging from Chapter 11 protection in the coming
months.

However, the period provided under the OpCo Plan for the
satisfaction or waiver of all conditions to Consummation of the
OpCo Plan will expire on November 1, 2009.  Despite the OpCo
Debtors' moving expeditiously to consummate the OpCo Plan, they
will not be in a position to declare the OpCo Plan effective by
the Current Effective Date Deadline, Mr. Shapiro tells the Court.

Mr. Shapiro notes that the OpCo Debtors recently negotiated and
obtained Court approval for a third amendment to their
postpetition credit facility, which will allow them to extend
maturity of the DIP Facility through January 31, 2010, if
necessary.

While the amendment of the DIP Facility gives the OpCo Debtors
the financial flexibility they need to consummate the OpCo Plan,
the looming Current Effective Date Deadline threatens to
jeopardize the OpCo Debtors' efforts to consummate the OpCo Plan,
Mr. Shapiro contends.  Under the current circumstances,
therefore, the OpCO Debtors believe it is in the best interests
of their creditors and estates to extent the Current Effective
Date Deadline through January 31, 2010.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TROPICANA ENT: OpCO Debtors Want to Amend Sale Deal
---------------------------------------------------
The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana, ask
the Bankruptcy Court to authorize the "Delaware Parties"
comprising of (i) the Tropicana Parties, which consist
of the OpCo Debtors Ramada New Jersey, Inc., Ramada New Jersey
Holdings Corporation, Atlantic-Deauville, Inc., Adamar Garage
Corporation -- the Non-Conservatorship Sellers -- and Tropicana
Entertainment, LLC; and (ii) Tropicana Entertainment Inc., or
Reorganized OpCo Corporation, to enter into an Amended Agreement
for the sale, transfer, conveyance, assignment, and delivery of
certain Acquired Assets by the Non-Conservatorship Sellers, and
the sale, transfer, and delivery of a certain amount of
Reorganized OpCo Common Stock, free and clear of all liens,
claims, encumbrances, and interests in connection with the sale
of the Tropicana Casino and Resort - Atlantic City and the
Acquired Assets of the New Jersey Debtors.

A direct and wholly owned subsidiary of the Reorganized OpCo
Corporation, Newco, is to be formed in accordance with the
Amended and Restated Purchase Agreement, and a direct and wholly
owned subsidiary of Newco -- the Newco Sub -- is to be formed in
accordance with the Amended Agreement, by and among the New
Jersey Debtors, Justice Gary S. Stein, the Delaware Parties, and
Credit Suisse, as administrative agent and collateral agent of
the Debtors' credit agreement, Lee E. Kaufman, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, relates.

The OpCo Debtors also ask the Court to authorize the Delaware
Parties, Newco, Newco Sub, and the Administrative Agent to
consummate the modified transactions contemplated by the proposed
order and the Amended Agreement.

The New Jersey Debtors filed a motion on October 7, 2009, with
the New Jersey Court seeking approval of the Amended Agreement,
which is set for hearing on October 29, 2009.  The Amended
Agreement has also been submitted to the New Jersey Casino
Control Commission for consideration at its next meeting on
October 28, 2009.

The OpCo Debtors have confirmed a plan of reorganization and are
in the process of obtaining the necessary state regulatory
approvals for their casino operations; completing the
registration process in order to become a reporting company under
the Exchange Act; and finalizing the terms of their exit
financing.  The OpCo Debtors anticipate completing these tasks
and emerging from Chapter 11 in the coming months.  In addition,
the NJ Commission recently ruled that Reorganized OpCo
Corporation can be a holding company, as the owner and operator
of the Tropicana Atlantic City, in connection with an application
for casino licensure by Newco, according to Mr. Kaufman.

As previously reported, the OpCo Steering Committee has also
obtained approval to recombine or reintegrate Tropicana Atlantic
City into the OpCo Debtors' operations upon emergence, which will
allow the parties to realize certain transactional efficiencies
and will enhance the value of the OpCo Debtors' reorganized
business.

In light of this development, the OpCo Steering Committee has
determined that it would be beneficial to effectuate a "G-
Reorganization" pursuant to Section 368(a)(1)(G) of the Internal
Revenue Code in connection with the sale and transfer of
Tropicana Atlantic City.  The primary benefit of a G-
reorganization is that a business can be acquired with a historic
tax basis rather than a tax basis determined by reference to the
amount of a credit bid, according to Mr. Kaufman.

By definition, a G-Reorganization is "a transfer by a corporation
of all or part of its assets to another corporation in a title 11
or similar case; but only if, in pursuant of the plan, stock or
securities of the corporation to which the assets are transferred
are distributed in a transaction which qualifies under section
3654, 355, or 356 [of the Internal Revenue Code]," Mr. Kaufman
notes.

To accomplish these goals, the parties have prepared the Amended
Agreement, which incorporates changes to the structure of the
transactions contemplated by the Original Agreement, and the
parties are proposing certain immaterial modifications to the
OpCo Plan to implement the transaction contemplated under the
Amended Agreement, Mr. Kaufman says.

                       Amended Agreement

The Amended Agreement contemplates that two newly formed
subsidiaries of Reorganized OpCo Corporation will receive the
assets and in exchange, the Sellers will receive a certain number
of shares of Reorganized OpCo Common Stock from Reorganized OpCo
Corporation and Newco Sub.  The Sellers will direct Reorganized
OpCo Corporation and Newco Sub to deliver the Reorganized OpCo
Common Stock, on behalf of the Sellers, to certain Secured
Parties on account of their $200,000,000 credit bid, according to
Mr. Kaufman.

The Amended Agreement also includes changes to address, among
other things, (i) the treatment of intercompany cure payments on
the Acquired Contracts, (ii) the treatment of certain tax-related
matters, (iii) certain conditions to the closing of the Amended
Agreement, and (iv) provisions preserving the right of the
parties to proceed with the Original Agreement in the event that
the Amended Agreement is terminated under certain conditions.

The Amended Agreement also includes certain modifications to the
Original Agreement, including that the Sellers are not obligated
to pay cure amounts relating to Intercompany Obligations.

A blacklined version of the Amended Agreement, showing changes
between the Original Agreement and the Amended Agreement, is
available at no charge at:

   http://bankrupt.com/misc/Tropi_AmendedTropACAPA_100709.pdf

            Proposed Modifications to the OpCo Plan

The OpCo Debtors further ask the Court to approve corresponding
immaterial modifications to their First Amended Joint Plan of
Reorganization.

The OpCo Plan Modifications will not materially and adversely
impact any creditors or the distributions they may be entitled to
receive under the Modified OpCo Plan.  The OpCo Plan
Modifications merely serve to incorporate expressly the transfer
of the Tropicana Atlantic City and the Non-Conservatorship
Sellers' Assets into the Modified OpCo Plan, which was previously
contemplated by the Original OpCo Plan, according to Mr. Kaufman.

The OpCo Steering Committee reiterates that this will allow
certain Specified Parties to realize the tax benefits of the G-
Reorganization, and ultimately benefit the Secured Parties, as
they will receive Reorganized OpCo Common Stock.

According to Mr. Kaufman, the OpCo Plan Modifications include:

  (a) Certain definitions have been added to incorporate
      concepts contained in the Amended Agreement;

  (b) The treatment of Intercompany Claims has been revised to
      reflect that the reinstatement of certain Intercompany
      Claims is subject to the terms of the Amended Agreement;

  (c) Two of the provisions for implementation of the Modified
      OpCo Plan have been revised to reflect that a certain
      amount of Reorganized OpCo Common Stock will be issued in
      accordance with the Amended Agreement in partial
      satisfaction of the OpCo Credit Facility Claims;

  (d) One of the revisions for implementation of the Modified
      OpCo Plan has been revised to reflect that, with certain
      exceptions, the OpCo Credit Facility will be fully
      released and discharged upon the later of the Modified
      OpCo Plan Effective Date or the closing of the
      Transactions;

  (e) Three of the provisions for implementation of the Modified
      OpCo Plan have been revised to reflect the fact that the
      Closing of the Amended Agreement and the Transactions are
      not part of the implementation of the Modified OpCo Plan;
      and

  (f) One of the procedures for resolving Disputed Claims has
      been revised to correct a cross reference.

A redlined version showing the changes between the Original OpCo
Plan and the Modified OpCo Plan is available at no charge at:

   http://bankrupt.com/misc/Tropi_ModifiedOpCoPlan_101609.pdf

The Motion does not affect the LandCo Plan, the Liquidating
LandCo Debtors, or New LandCo, Mr. Kaufman assures the Court.

Mr. Kaufman adds that certain Restructuring Transactions have
been modified to incorporate the Transactions contemplated under
the Amended Agreement.  A redlined copy showing the changes
between the Restructuring Transactions and the Modified
Restructuring Transactions is available at no charge at:

               http://researcharchives.com/t/s?478d

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


TROPICANA ENT: OpCo's Non-Material Changes to Plan
--------------------------------------------------
The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana, are
seeking the Court's authority to enter into an Amended and
Restated Purchase Agreement in connection with the sale of the
Tropicana Casino and Resort - Atlantic City and the Acquired
Assets of the New Jersey Debtors.  In line with this development,
the OpCo Debtors made corresponding immaterial modifications to
their First Amended Joint Plan of Reorganization.

The OpCo Plan Modifications will not materially and adversely
impact any creditors or the distributions they may be entitled to
receive under the Modified OpCo Plan, the OpCo Debtors aver.  The
OpCo Plan Modifications merely serve to incorporate the transfer
of the Tropicana Atlantic City and the Non-Conservatorship
Sellers' Assets into the Modified OpCo Plan, which was previously
contemplated by the Original OpCo Plan, Lee E. Kaufman, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
clarifies on behalf of the OpCo Debtors.

The OpCo Steering Committee believes that the recent Plan
Modifications will allow certain Specified Parties to realize the
tax benefits of the G-Reorganization, and ultimately benefit
those secured parties, as they will receive Reorganized OpCo
Common Stock, Mr. Kaufman adds.

According to Mr. Kaufman, the OpCo Plan Modifications are:

  (a) Certain definitions have been added to incorporate
      concepts contained under the Amended Purchase Agreement;

  (b) The treatment of Intercompany Claims has been revised to
      reflect that the reinstatement of certain Intercompany
      Claims is subject to the terms of the Amended Agreement;

  (c) Two of the provisions for implementation of the Modified
      OpCo Plan have been revised to reflect that a certain
      amount of Reorganized OpCo Common Stock will be issued in
      accordance with the Amended Agreement in partial
      satisfaction of the OpCo Credit Facility Claims;

  (d) One of the revisions for implementation of the Modified
      OpCo Plan has been revised to reflect that, with certain
      exceptions, the OpCo Credit Facility will be fully
      released and discharged on the later of the Modified
      OpCo Plan Effective Date or the closing of the
      Transactions;

  (e) Three of the provisions for implementation of the Modified
      OpCo Plan have been revised to reflect the fact that the
      Closing of the Amended Agreement and related Transactions
      are not part of the implementation of the Modified OpCo
      Plan; and

  (f) One of the procedures for resolving Disputed Claims has
      been revised to correct a cross reference.

A redlined version showing the changes between the Original OpCo
Plan and the Modified OpCo Plan is available at no charge at:

   http://bankrupt.com/misc/Tropi_ModifiedOpCoPlan_101609.pdf

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The Company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, Adamar of New Jersey, Inc., doing business as
Tropicana Casino and Resort, and its affiliate, Manchester Mall,
Inc., filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09-
20711).  Judge Judith H. Wizmur presides over the cases.  Adamar
and Manchester Mall or the New Jersey Debtors are both affiliates
of Tropicana Entertainment LLC.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

The New Jersey Debtors own and operate one of the largest, and one
of the most established, destination casino resorts in Atlantic
City, New Jersey, known as Tropicana Casino and Resort - Atlantic
City, which ranks third in gaming positions among Atlantic City's
11 casino properties.  The New Jersey Debtors initiated the
Chapter 11 cases to effectuate a sale of substantially all their
assets in accordance with a mandate issued by the New Jersey
Casino Control Commission pursuant to the New Jersey Casino
Control Act.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

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


UNIGENE LABORATORIES: Gets 25% Stake in Tarsa Under License Deal
----------------------------------------------------------------
Unigene Laboratories, Inc., has licensed its Phase III oral
calcitonin program to Tarsa Therapeutics, Inc., a new company
formed by a syndicate of three venture capital funds specializing
in the life sciences: MVM Life Science Partners, Quaker
BioVentures and Novo A/S.  Simultaneously, Tarsa announced the
closing of a $24 million Series A financing from the investor
syndicate.

As part of the agreement, Unigene will own 25% of Tarsa on a fully
diluted basis and will be eligible to receive milestone payments
based on the achievement of certain sales benchmarks, as well as
royalties on product sales.  Tarsa will be solely responsible for
the costs of the global Phase III clinical program that has
recently been initiated and also has reimbursed Unigene for its
Phase III expenditures to date.

Calcitonin is approved for the treatment of osteoporosis, but its
use has been limited as it is currently available only in
intranasal and injectable forms.  The oral formulation that
Unigene has licensed to Tarsa has been shown in prior clinical
studies to deliver the desired blood levels of calcitonin and
reduce levels of plasma CTx-1, an established marker of bone
resorption.  It has the potential to offer a new therapeutic
option for osteoporosis patients as the first FDA-approved and
commercially available oral formulation of calcitonin.

Tarsa also announced that David Brand has joined the company as
President, CEO and Director.  He brings over 30 years of global
pharmaceutical experience in product development, acquisitions,
marketing and operational management with GlaxoSmithKline (GSK),
its predecessor companies, and most recently served as President
and CEO of Cardiokine Inc.

Mr. Brand stated, "Calcitonin has been proven safe and effective
in the treatment of osteoporosis in large numbers of patients over
many years, and current worldwide sales are estimated at about
half a billion dollars. The broader use of calcitonin, however,
has been limited by its availability solely in injectable and
intranasal forms.  Tarsa's unique, once-daily oral calcitonin
tablet has the potential to offer patients the proven safety and
efficacy of calcitonin, with the significant advantage of easier
administration and enhanced long-term compliance."

While at GSK, Mr. Brand held senior management positions in
marketing, business development and international operations.  He
led the launch activities for the blockbuster products Paxil(R)
and Kytril(R) and subsequently was responsible for pre-launch
commercial development plans for Coreg(R), Hycamtin(R) and
Requip(R).  He also led the business units that launched Requip
and Avandia(R).  As CEO of Cardiokine Mr. Brand assembled a
management and development team that closed a $50 million
financing round and completed a worldwide development and
marketing agreement for lead product lixivaptan with Biogen Idec.

"The new company assembled by this investor syndicate includes an
outstanding group of professionals who have the knowledge and
experience to ensure that the value of this asset is fully
realized," noted Dr. Ronald S. Levy, Executive Vice President of
Unigene.  "We have always believed that this program has
substantial commercial potential.  Accordingly, it was important
for us to retain a significant portion of that value for Unigene's
shareholders, and this structure enables us to accomplish that.
The oral calcitonin program will be Tarsa's number one priority,
and they intend to commit their substantial resources and
considerable expertise to successfully advancing the Phase III
program in the shortest possible time frame."

"We view Tarsa as a creative partnership between the management
team, Unigene and this investor group, committed to completing the
Phase III program and enabling registration and commercialization
of a compelling new therapy in a focused and efficient manner,"
added Dr. Eric Bednarski of MVM Life Science Partners.

Dr. James P. Gilligan, Unigene's Vice President of Product
Development, will become Tarsa's Chief Scientific Officer while
retaining certain responsibilities at Unigene.

The Board of Directors of Tarsa will be headed by Chairman Dr.
Bednarski and includes Unigene's Dr. Levy, Tarsa CEO Mr. Brand,
Dr. Matthew Rieke, Partner at Quaker BioVentures and Dr. Martin
Edwards, Senior Partner at Novo A/S.

Tarsa will be based in Philadelphia, PA.

                About MVM Life Science Partners LLP

MVM Life Science Partners LLP -- http://www.mvmlifescience.com/--
is a venture capital firm, founded in 1997, which manages three
funds totaling more than $500 million and invests in companies
that discover, develop and commercialize innovations in
biotechnology, pharmaceuticals and medical devices for the life
science and healthcare markets.  MVM has offices in both London
and Boston, making investments predominantly in Western Europe and
the Eastern US, and has a growing team with wide-ranging
experience across the life science and private equity markets.

                      About Quaker BioVentures

Quaker BioVentures -- http://www.quakerbio.com/-- is dedicated to
investing in life science companies in the Mid-Atlantic region and
contiguous states. The firm leads investments in companies across
the spectrum of the life science industry, including
biopharmaceuticals, medical devices, human diagnostics, specialty
pharmaceuticals, and healthcare services.  Quaker BioVentures
invests in companies at all stages of development from early stage
businesses to public companies.  Founded in 2003, the firm manages
over $700 million in committed capital and is currently investing
Quaker BioVentures II, a $420 million fund formed in 2007.

                          About Novo A/S

Novo A/S is an active and independent company in its support of
biotech ventures.  The aspiration is to bring together the best of
both worlds: industry insight and network from our pharma/biotech
inheritance combined with a venture capital mindset that focuses
on results and value creation.  Novo has invested in more that 50
portfolio companies.  There is considerable diversity in the
portfolio across technologies, products and financial stages.  The
portfolio is international, currently with more than half the
invested capital in North American companies and the rest in
Denmark and Europe.

                    About Tarsa Therapeutics

Newly formed Tarsa Therapeutics is developing an oral formulation
of calcitonin, a peptide hormone for the treatment of osteoporosis
that slows the rate of bone destruction.  Availability of an oral
formulation is expected to generate wider use of this established
osteoporosis treatment, which currently is available only in
injectable and intranasal formulations.  Tarsa's oral calcitonin
has generated promising data in Phase II studies and the global
Phase III clinical program is now underway.  Tarsa will be based
in Philadelphia, PA.

                           About Unigene

Unigene Laboratories, Inc. (OTCBB: UGNE) --
http://www.unigene.com/-- is a biopharmaceutical company focusing
on the oral and nasal delivery of large-market peptide drugs.  Due
to the size of the worldwide osteoporosis market, Unigene is
targeting its initial efforts on developing calcitonin and PTH-
based therapies.  Fortical(R), Unigene's nasal calcitonin product
for the treatment of postmenopausal osteoporosis, received FDA
approval and was launched in 2005. Unigene has licensed the U.S.
rights for Fortical(R) to Upsher-Smith Laboratories, worldwide
rights for its oral PTH technology to GlaxoSmithKline and
worldwide rights for its calcitonin manufacturing technology to
Novartis.  Unigene's patented oral delivery technology has
successfully delivered, in preclinical and/or clinical trials,
various peptides including calcitonin, PTH and insulin.  Unigene's
patented manufacturing technology is designed to cost-effectively
produce peptides in quantities sufficient to support their
worldwide commercialization as oral or nasal therapeutics.

                            *     *     *

"We need additional cash from increases in Fortical(R) sales or
royalties, milestones from existing agreements or upfront payments
from new agreements or from financings in order to meet our near-
term obligations.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern," Unigene
Laboratories, Inc., warned in a regulatory filing in August 2009.

At June 30, 2009, the Company had $27,691,179 in total assets and
$52,563,482 in total liabilities, resulting in $24,872,303 in
stockholders' deficit.  At June 30, 2009, the Company had cash and
cash equivalents of $4,599,000, a decrease of $3,985,000 from
December 31, 2008 primarily due to expenditures related to its
upcoming Phase III clinical trial for oral calcitonin.  The
Company had working capital of $10,468,000.


UNIVERSAL CITY: S&P Downgrades Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Orlando, Florida-based Universal City Florida
Holdings Co. I to 'B' from 'B+'.  The outlook is stable.

At the same time, S&P assigned its 'B' corporate credit rating to
Universal City's operating subsidiary Universal City Development
Partners Ltd.  The outlook is stable.

In addition, S&P assigned its issue-level and recovery ratings to
the proposed $975 million senior secured credit facilities,
$400 million senior notes due 2015, and $225 million senior
subordinated notes due 2016.  The credit facilities consist of a
$75 million revolving credit facility due 2013 and a $900 million
term loan B due 2014.  S&P rated the credit facilities 'B+' (one
notch above than the 'B' corporate credit rating on UCDP) with a
recovery rating of '2', indicating S&P's expectation of
substantial (70%-90%) recovery for lenders in the event of a
payment default.  S&P rated the senior notes and the senior
subordinated notes being issued by Universal City Development
Partners Ltd. and UCDP Finance Inc. at 'CCC+' (two notches lower
than the 'B' corporate credit rating) with a recovery rating of
'6', indicating S&P's expectation of minimal (0%-10%) recovery for
lenders in the event of a payment default.

Transaction proceeds will be used to refinance the existing debt
of UCDP and Universal City.  S&P will withdraw its existing
corporate credit, issue-level, and recovery ratings on Universal
City following a successful closing of the transaction.

"The one-notch downgrade of the corporate credit rating reflects
Universal City's higher debt leverage and increased cash interest
burden from the recapitalization," said Standard & Poor's credit
analyst Andy Liu.  Pro forma for the transaction, total debt to
EBITDA increased to 5.9x from 5.6x for the period ended Sept. 30,
2009.


USA SPRINGS: Secured Permits to Be Transferred
----------------------------------------------
The permits that USA Springs secured after a contentious and
tenacious battle will be transferred, and the entity that acquires
the Company wouldn't have to start from scratch, Bob Sanders at
New Hampshire Business Review reports, citing the New Hampshire
Department of Environmental Services.  Some may expire due to USA
Springs' long detour into bankruptcy, says Business Review.

As reported by the TCR on October 12, 2009, an undisclosed company
already agreed to buy almost two-thirds of USA Springs' assets for
$55 million.  USA Springs' lawyer Alan L. Braunstein said that the
new company, referred to as NewCo and represented by Boston
attorney Daniel S. Bleck, would continue to work with the Debtor
to finish the bottling plant.  Creditors should be paid in fall if
the deal goes through before Christmas.  NewCo's identity will be
kept secret from the public until next month.

Based in Nottingham, New Hampshire, USA Springs Inc. filed for
Chapter 11 bankruptcy protection on June 27, 2008 (D. N.H. Case
No. 08-11816).  Armand M. Hyatt, Esq., at Hyatt & Flynn, PLLC, and
Earl D. Munroe, Esq., at Muroe & Chew, represent the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.   The Committee's
counsel is Terrie Harman, Esq., at Harman Law Offices.  In its
schedules, the Debtor disclosed $127,000,335 in assets and
$13,913,901 in liabilities.


VERASUN ENERGY: Court Confirms Chapter 11 Plan of Liquidation
-------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware confirmed on October 23, 2009, the Chapter
11 Plan of Liquidation filed by VeraSun Energy Corporation and
its debtor affiliates after finding that the Plan satisfies the
confirmation requirements of Section 1129(a)(1) of the Bankruptcy
Code.

VeraSun and the Official Committee of Unsecured Creditors
submitted to the U.S. Bankruptcy Court for the District of
Delaware on July 31, 2009, a joint Chapter 11 plan of liquidation
and an accompanying disclosure statement.

The Plan provides for the distribution of substantially all of
the assets of the Debtors to various creditors and to
subsequently wind up the Debtors' corporate affairs.

Judge Shannon ruled that:

  (a) the Plan satisfies Section 1129(a)(1) of the Bankruptcy
      Code because the Plan:

         * properly designated 65 classes of claims and 11
           classes of interests.  The Claims and Interests
           placed in each Class are substantially similar to
           other Claims or Interests in each Class.  Valid
           business, factual and legal reasons exist for
           separately classifying the various Classes of Claims
           and Interests created under the Plan, and the Classes
           do not unfairly discriminate between Holders of
           Claims or Interests.  Thus, the Plan satisfies
           Sections 1122 and 1123(a)(1) of the Bankruptcy Code;

         * the Plan specifies the Classes of Claims and
           Interests that are unimpaired.  Thus, the Plan
           satisfies Section 1123(a)(2) of the Bankruptcy Code;

         * the Plan specifies the Classes of Claims and
           Interests that are impaired and specifies their
           treatment.  Thus, the Plan satisfies Section
           1123(a)(3) of the Bankruptcy Code;

         * the Plan provides for the same treatment for each
           Claim in each Class unless the Holder of a particular
           Claim has agreed to less favorable treatment.  Thus,
           the Plan satisfies section 1123(a)(4) of the
           Bankruptcy Code;

         * the Plan sets forth numerous provisions to facilitate
           its implementation, like the continued corporate
           existence of the Reorganized Debtors, the revesting
           of all property of the Estates in the Reorganized
           Debtors, generally allowing for all corporate action
           to effectuate the Plan, the appointment, rights and
           obligations of the Plan Administrator, the
           establishment, rights and obligations of the Plan
           Committee, cancellation of securities, instruments
           and agreements evidencing Claims and Interests, and
           the settlement of certain Intercompany Claims.  Thus,
           the Plan satisfies Section 1123(a)(5) of the
           Bankruptcy Code;

         * the Plan provides that the certificate of
           incorporation and by-laws of each Debtor, among other
           things, will prohibit the issuance of non-voting
           equity securities to the extent prohibited by Section
           1123(a)(6) of the Bankruptcy Code.  Thus, the
           requirements of Section 1123(a)(6) of the Bankruptcy
           Code are satisfied;

         * the Plan properly and adequately discloses or
           otherwise identifies the procedures for determining
           the identities and affiliations of all individuals or
           entities proposed to serve on or after the Effective
           Date as officers and directors of the Reorganized
           Debtors.  Specifically, section 7.4 of the Plan
           provides that the Plan Administrator, to be selected
           by the Creditors' Committee, will serve as the sole
           officer and director or manager, as applicable, of
           each of the Reorganized Debtors.  Section 7.5 of the
           Plan provides great detail regarding the Plan
           Administrator as well as the Plan Administrator's
           rights, powers and duties.  The provisions are
           consistent with the interests of the creditors and
           interest holders and with public policy.  Thus,
           Section 1123(a)(7) of the Bankruptcy Code is
           satisfied;

         * the Plan's provisions are appropriate and consistent
           with the applicable provisions of the Bankruptcy
           Code, including, without limitation, provisions for:

              -- Distributions to Holders of Claims and
                 Interests;

              -- the disposition of Executory Contracts and
                 Unexpired Leases;

              -- the retention of, and right to enforce, sue on,
                 settle or compromise certain claims or causes
                 of action against third parties, to the extent
                 not waived and released under the Plan;

              -- indemnification obligations;

              -- releases by the Debtors and Debtors-in-
                 Possession; and

              -- releases by Holders of Claims and Interests;

         * the Plan is dated and identifies the entities
           submitting it, thereby satisfying Rule 3016(a) of the
           Federal Rules of Bankruptcy Procedure;

  (b) the Debtors have complied with the applicable provisions
      of the Bankruptcy Code, thereby satisfying Section
      1129(a)(2) of the Bankruptcy Code.  Specifically, the
      Debtors are proper debtors under Section 109 of the
      Bankruptcy Code the Debtors and the Creditors' Committee
      are and proper proponents of the Plan under Section
      1121(a) of the Bankruptcy Code.  The Debtors have complied
      with the applicable provisions of the Bankruptcy Code,
      including as provided or permitted by orders of the Court.
      The Debtors complied with the applicable provisions of the
      Bankruptcy Code, the Bankruptcy Rules, the Local Rules for
      the United States Bankruptcy Court for the District of
      Delaware, and the Solicitation Procedures Order in
      transmitting the Plan, the Disclosure Statement, the
      Ballots and related documents and notices, and in
      soliciting and tabulating votes on the Plan;

  (c) the Debtors have proposed the Plan in good faith and not
      by any means forbidden by law, thereby satisfying Section
      1129(a)(3) of the Bankruptcy Code.  In determining that
      the Plan has been proposed in good faith, the Court has
      examined the totality of the circumstances surrounding the
      filing of the Chapter 11 Cases and the formulation of the
      Plan and found out that the Plan was proposed with the
      legitimate and honest purposes of maximizing the recovery
      to Holders of Claims and Interests under the circumstances
      of the Chapter 11 Cases;

  (d) the Court-appointed professionals in the Chapter 11 Cases
      are subject to the requirements of Sections 330 and 331 of
      the Bankruptcy Code and, therefore, have been approved by,
      or are subject to approval of the Court as reasonable.
      Further, the Plan provides that all unpaid Professional
      Fees incurred prior to the Effective Date will be subject
      to final allowance or disallowance upon application to the
      Bankruptcy Court pursuant to Sections 330 or 503(b)(4) of
      the Bankruptcy Code;

  (e) the Debtors have complied with Section 1129(a)(5) of the
      Bankruptcy Code and have disclosed the initial officers of
      the Reorganized Debtors.  The Plan Administrator will
      serve as the sole officer and director or manager, as
      applicable, of each of the Reorganized Debtors.  The Plan
      Administrator will be selected by the Creditors'
      Committee.  Through a Plan supplement the Debtors have
      disclosed publicly the identity and any affiliation of the
      Plan Administrator, KDW Restructuring & Liquidation
      Services LLC.  KDW is not an insider of the Debtors and
      its employment as the sole officer and director or
      manager, as applicable, of the Reorganized Debtors is
      consistent with the interests of Holders of Claims against
      and Interests in the Debtors and with public policy;

  (f) Section 1129(a)(6) of the Bankruptcy Code is satisfied
      because the Plan does not provide for any change in rates
      over which a governmental regulatory commission has
      jurisdiction;

  (g) the Plan satisfies the requirements of Section 1129(a)(7)
      of the Bankruptcy Code.  Article XI of the Disclosure
      Statement and the other evidence proffered or adduced at
      the Confirmation Hearing (i) are persuasive and credible,
      (ii) have not been controverted by other evidence or have
      not been challenged, (iii) are based upon reasonable and
      sound assumptions; and (iv) establish that each Holder of
      an impaired Claim or Interest either has accepted the Plan
      or will receive or retain under the Plan, on account of
      the Claim or Interest, property of a value, as of the
      Effective Date, that is not less than the amount that the
      Holder would receive or retain if the Debtors were
      liquidated under Chapter 7 of the Bankruptcy Code on the
      date;

  (h) Section 1129(a)(8) of the Bankruptcy Code requires that,
      with respect to each class of claims or interests, each
      class has either accepted the plan or is unimpaired under
      the plan.

      Based on the tabulation of votes done by the Debtors'
      claims and balloting agent, Kurtzman Carson Consultants
      LLC, Classes 2E and 4E through 10E, 2F, 6F, 7F, 10F, 1G
      through 4G, 6G through 8G, 10G, 11G, and 3H have voted to
      accept the Plan.  Classes 8F, 5G and 9G voted to reject
      the Plan.  Classes II through III will neither receive nor
      retain any property under the Plan and, therefore, are
      deemed to have rejected the Plan.  In addition, no Holder
      of a Claim in Classes 11E, 4F, 9F, and 11F timely
      submitted a Ballot.

      The Debtors have met the "cramdown" requirements in
      Section 1129(b) of the Bankruptcy Code with respect to the
      Non-Accepting Classes necessary to obtain Confirmation of
      the Plan.

                 Amount   % of Amount       Amount   % of Amount
   Class      Accepting         Voted    Rejecting         Voted
   -----     ----------   -----------    ---------    ----------
     2E     $49,546,651        100              $0           0
     4E      12,513,475        100               0           0
     5E      19,830,978        100               0           0
     6E      33,747,101        100               0           0
     7E      29,182,303        100               0           0
     8E      16,206,382        100               0           0
     9E      11,499,183        100               0           0
    10E      10,474,449        100               0           0
    11E               0          0               0           0
    10F         193,825        100               0           0
    11F               0          0               0           0
     1F               0          0               0           0
     2F      22,980,904        100               0           0
     3F               0          0               0           0
     4F               0          0               0           0
     5F               0          0               0           0
     6F         364,438        100               0           0
     7F         318,773        100               0           0
     8F               0          0          17,554         100
     9F               0          0               0           0
    10G         448,659      94.82          24,489        5.18
    11G         374,567      98.92           4,101        1.08
  1G Notes   61,834,322      94.32       3,723,696        5.68
1G Claims  281,638,026      99.96         103,906        0.04
     2G     145,269,801      99.88         168,676        0.12
     3G       9,236,071        100               0           0
     4G          86,658        100               0           0
     5G         251,743      47.60         277,156       52.40
     6G         174,542      95.01           9,166        4.99
     7G         465,528      98.54           6,910        1.46
     8G       1,128,701      90.84         113,842        9.16
     9G       1,124,137      14.54       6,604,560       85.46
     3H     133,453,874        100               0           0

                 Number   % of Amount       Number   % of Amount
   Class      Accepting         Voted    Rejecting         Voted
   -----      ---------   -----------    ---------   -----------
     2E               6        100               0           0
     4E               1        100               0           0
     5E               1        100               0           0
     6E               1        100               0           0
     7E               1        100               0           0
     8E               1        100               0           0
     9E               1        100               0           0
    10E               1        100               0           0
    11E               0          0               0           0
    10F               1        100               0           0
    11F               0          0               0           0
     1F               -          -               -           -
     2F               1        100               0           0
     3F               -          -               -           -
     4F               0          0               0           0
     5F               -          -               -           -
     6F               1        100               0           0
     7F               1        100               0           0
     8F               0          0               1         100
     9F               0          0               0           0
    10G              20      83.33               4       16.67
    11G              18      94.74               1        5.26
  1G Notes          266      89.56              31       10.44
1G Claims           30         97               1           3
     2G              48      87.27               7       12.73
     3G               6        100               0           0
     4G              16        100               0           0
     5G              26      76.47               8       23.53
     6G              12      92.31               1        7.69
     7G              24      88.89               3       11.11
     8G              14      82.35               3       17.65
     9G              23      88.46               3       11.54
     3H               1        100               0           0

      A full-text copy of the Solicitation and Tabulation
      Results is available for free at:

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

  (i) the treatment of Administrative Claims and Non-Tax
      Priority Claims under the Plan satisfies the requirements
      of Section 1129(a)(9)(A) and (B) of the Bankruptcy Code,
      and the treatment of Tax Priority Claims under the Plan
      satisfies the requirements of section 1129(a)(9)(C) of the
      Bankruptcy Code;

  (j) Classes 2E and 4E through 10E, 2F, 6F, 7F, 10F, 1G through
      4G, 6G through 8G, 10G, 11G, and 3H are each Impaired
      Classes of Claims or Interests that have voted to accept
      the Plan and, to the best of the Debtors' knowledge, do
      not contain "insiders" of any significant magnitude.
      Thus, Section 1129(a)(10) of the Bankruptcy Code is
      satisfied;

  (k) the Plan satisfies Section 1129(a)(11) of the Bankruptcy
      Code.  The Plan is feasible because the proceeds the
      Debtors realized from the sale of substantially all of
      their assets will be sufficient to satisfy the Reorganized
      Debtors' very limited post-Effective Date obligations.
      Apart from the distribution obligations to Holders of
      Allowed Claims and Administrative Claims, the Reorganized
      Debtors will have few financial obligations. Thus, the
      Plan is feasible and confirmation is not likely to be
      followed by the need for further financial reorganization
      of the Reorganized Debtors;

  (l) the Debtors have paid or, pursuant to Section 14.4 of the
      Plan, will pay by the Effective Date bankruptcy
      professionals' fees, thereby satisfying Section
      1129(a)(12) of the Bankruptcy Code;

  (m) the Debtors have not obligated themselves to provide
      retiree benefits to any person.  Accordingly, the
      requirements of Section 1129(a)(13) of the Bankruptcy Code
      are satisfied.

The Court also ruled that substantive consolidation of the ASA
Debtors and the VSE Debtors will (i) facilitate and maximize
prompt distribution to creditors and (ii) permit creditors to
avoid the harm that likely would result absent substantive
consolidation and confirmation of the Plan embodying it.

All Professionals and other entities requesting compensation or
reimbursement of Fee Claims pursuant to Sections 327, 328, 330,
331 or 503(b) of the Bankruptcy for services rendered prior to
the Effective Date will file an application for final allowance
of compensation and reimbursement of expenses no later than 60
days after the Effective Date, unless otherwise ordered by the
Court.

The Bar Date for filing administrative claims, including requests
under Section 503(b) of the Bankruptcy Code, by any entity for
making a substantial contribution in the Chapter 11 cases, will
be 30 days after the Confirmation Date, except with respect to
the Fee Claims.

                     Objections Overruled

The Court, in the Confirmation Order, ruled that all objections
to confirmation of the Plan that have not been withdrawn, waived,
settled, or addressed in the Plan or in the Confirmation Order
are overruled on the merits.

Prior to the Distribution Date, the Plan Administrator will fund
the Administrative Claims Reserve with Cash of the VSE Debtors in
an amount equal to $84,000 representing asserted interest, costs
and counsel fees related to Claim No. 2258 filed by Southern
Minnesota Construction and Claim No. 2972 filed by Weerts
Construction.

Notwithstanding anything to the contrary in the Disclosure
Statement, the Plan, any other Plan document, or the Confirmation
Order, nothing in the Plan Documents will in anyway operate to
impairing the legal, equitable or contractual rights of the
Debtors or Liberty Mutual Insurance Company and its affiliates
with respect to any insurance policies and any agreements related
to the policies entered into by Liberty and the Debtors.  Prior
to the Distribution Date, the Plan Administrator will fund the
Administrative Claims Reserve with Cash of the VSE Debtors in an
amount equal to $400,000 representing all or a portion of
Liberty's potential claims and interests.

First National Bank of Omaha will retain (i) all liens, pledges
or other security interests in any and all of the Debtors' or
Reorganized Debtors' FNBO Accounts, (ii) all rights of setoff,
subrogation or recoupment, and (iii) all other related claims.
To resolve FNBO's objection, the Debtors agreed to pay FNBO
$350,767, which represents the undisputed fees and expenses due
and owing to FNBO.  With respect to the remaining balance of fees
and expenses addressed by FNBO in the amount of $50,851, the
Debtors and FNBO reserve all rights they have in connection with
the Disputed Fees, and FNBO does not waive any claims to recover
the Disputed Fees at any time, including after confirmation of
the Plan.

The possessory lien, if any, of A&B Process Systems Corp. on any
property of the Debtors or Reorganized Debtors that is in
possession of A&B will continue following the Effective Date and
will attach to any proceeds of the Alleged Collateral.  A&B may
liquidate the Alleged Collateral in a commercially reasonable
manner.

Nothing will (1) affect the ability of the Internal Revenue
Service and the ATTB to pursue any non-debtors for any
liabilities that may be related to any federal tax liabilities
owed by the Debtors; and (2) to the extent that the Priority Tax
Claims of the IRS and ATTB are not paid in full in cash on the
Effective Date, the IRS and ATTB allowed Priority Tax Claims will
be paid in equal quarterly installments commencing on the
Effective Date and interest will accrue on those claims from the
Effective Date at the rate and method set forth in Sections 6621
and 6622 of Title 26 of the U.S. Code.

A full-text copy of the Confirmation Order is available for free
at http://bankrupt.com/misc/vseplanorder.pdf

                            Amended Plan

Prior to the entry of the Confirmation Order, on October 21,
2009, the Debtors submitted to the Court an amended Plan, which
specified, among others that the Plan Administrator will file a
certification after the Debtors' assets are exhausted and final
distributions of cash have been made under the Plan.  Upon the
filing of the Certificate, the Debtors will be deemed dissolved
without the necessity for any other or further actions to be
taken by or on behalf of the Reorganized Debtors or payments to
be made in connection therewith other than the filing of a motion
for final decree with respect to a particular Debtor.  In
addition, the October 21 Plan provided that the Debtors may,
subject to the consent of the Official Committee of Unsecured
Creditors, assume any and all of their insurance policies.

The Debtors, prior to the entry of the Confirmation Order, also
submitted a memorandum maintaining that the Plan should be
confirmed because it complies with the requirements for
confirmation under Section 1129 and does not discriminate
unfairly with respect to the non-accepting classes.  The Debtors
also submitted a proposed finding of fact and conclusions of law
and confirmation order in support of their arguments.  Judge
Shannon approved the proposed order.

In the support documents, the Debtors addressed all the
objections raised against the Plan, especially the objections
raised by Liberty Mutual, FNBO, and A&B Process Systems.  The
resolution of those objections are incorporated in the
Confirmation Order.

Mark Dickey, Esq., the Debtors' senior vice president, general
counsel and secretary, in further support of the Plan, certified
that the October 21 Plan maximizes value for all stakeholders and
incorporates fair and reasonable settlements of claims against
the Debtors.  Accordingly, he submits that the October 21 Plan is
in the Debtors' best interests and urged the Court to confirm it.

Subsequent to the Debtors' filing of the Proposed Confirmation
Order, FNBO and the U.S. Trustee sought modifications to the
Proposed Confirmation Order.  FNBO asked that the Proposed
Findings of Fact and Order to specify that FNBO will retain all
liens, pledges, or other security interests in any and all of the
Debtors or Reorganized Debtors' FNBO accounts.

The U.S. Trustee asked to have this language regarding
professional fees stricken out:

  "All fees payable by the Debtors under [Section 1930 of the
  Bankruptcy Code] shall be paid on, or as soon as reasonably
  practical after, the Effective Date, and neither the Debtors,
  their Estates nor the Reorganized Debtors shall thereafter be
  liable for the payment of any additional fees under [Section
  1930] other than with respect to these Chapter 11 Cases."

The Debtors submitted the October 21 Plan to address these
modification requests.  A blacklined version of the October 21
Plan is available for free at:

          http://bankrupt.com/misc/VerS1021PlBlk.pdf

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and certain affiliates filed for Chapter 11 protection
on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).  Mark S.
Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP represents
the Debtors in their restructuring efforts.  AlixPartners LLP
serves as their restructuring advisor.  Rothschild Inc. is their
investment banker and Sitrick & Company is their communication
agent.  The Debtors' claims noticing and balloting agent is
Kurtzman Carson Consultants LLC.  The Debtors' total assets as of
June 30, 2008, was $3,452,985,000 and their total debts as of
June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  The purchased assets included five ethanol production
facilities and a development site.  The facilities are located in
Aurora, South Dakota; Fort Dodge, Charles City, and Hartley, Iowa;
and Welcome, Minnesota, and the development site is in Reynolds,
Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital
and other certain adjustments.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  The consideration for the acquired assets consisted
of release of US Bio Marion from its obligations under
approximately $93 million of existing indebtedness to the Marion
Buyers, payment by MEI of $934,861 in cash and assumption by the
Marion Purchasers of certain liabilities relating to the Marion
facility.  (VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VISTEON CORP: Moves to Sell Nissan Parts Plants to Haru
-------------------------------------------------------
Law360 reports that Visteon Corp. has asked for court approval to
sell four manufacturing facilities to Haru Holdings LLC for more
than $11 million in an agreement that also involves Nissan North
America Inc., which uses parts from the plants.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WABASH NATIONAL: Delays Effective Date of Registration Statement
----------------------------------------------------------------
Wabash National Corporation delayed the effective date of the
Registration Statement it filed relating to an offer and sale from
time to time of up to 24,762,636 shares of its common stock by
Trailer Investments, LLC, or its donees, pledgees, transferees or
other successors-in-interests.

Wabash National said the shares of common stock being sold are
originally issuable upon the exercise of a warrant held by Trailer
Investments as selling stockholder, or its donees, pledgees,
transferees or other successors-in-interests.  Wabash National
will not receive any of the proceeds from the sale of these
shares, but will incur expenses in connection with the offering.

On July 17, 2009, Wabash National entered into a Securities
Purchase Agreement with Trailer Investments.  Trailer Investments
agreed to invest $35 million in the Company.  On August 3, 2009,
pursuant to the Securities Purchase Agreement, Wabash National
issued to Trailer Investments 20,000 shares of its Series E
redeemable preferred stock, 5,000 shares of its Series F
redeemable preferred stock, and 10,000 shares of its Series G
redeemable preferred stock, and a warrant that is exercisable at
$0.01 per share for 24,762,636 newly issued shares of its common
stock representing on August 3, 2009, the date the warrant was
delivered, 44.21% of its issued and outstanding common stock after
giving effect to the issuance of the shares underlying the
warrant, subject to upward adjustment for an aggregate purchase
price of $35,000,000.

On July 17, 2009, Wabash National also entered into a Third
Amended and Restated Loan and Security Agreement, which was
effective August 3, by and among Wabash National and certain of
its subsidiaries, Bank of America, N.A., as a lender and as agent,
and the other lenders parties thereto.  The proceeds from the
Transaction were used by Wabash National to reduce the outstanding
balance under its Amended Facility and to pay the costs of the
Transaction.

Wabash National's common stock trades on the New York Stock
Exchange under the symbol "WNC."  On October 12, 2009, the last
reported sales price of its common stock on the New York Stock was
$2.73 per share.

A full-text copy of the registration statement dated October 13,
2009, as amended, is available at no charge at:

               http://ResearchArchives.com/t/s?477e

As reported by the Troubled Company Reporter, Wabash on July 17,
2009, entered into a Third Amended and Restated Loan and Security
Agreement, which was effective August 3, 2009, with Bank of
America, N.A., as a lender and as agent and the other lender
parties. The Credit Agreement has a maturity date of August 3,
2012.  The Amended Facility has a capacity of $100 million,
subject to a borrowing base, and borrowings outstanding totaled
$25.5 million at August 3, 2009.  The lenders waived certain
events of default that had occurred under the previous credit
facility and waived the right to receive default interest during
the time the events of default had continued.

                       About Wabash National

Headquartered in Lafayette, Indiana, Wabash National Corporation
is one of the leading manufacturers of semi-trailers in North
America.  Established in 1985, the company specializes in the
design and production of dry freight vans, refrigerated vans,
flatbed trailers, drop deck trailers, dump trailers, truck bodies
and intermodal equipment.  Its innovative core products are sold
under the DuraPlate(R), ArcticLite(R), FreightPro(TM) Eagle(R) and
Benson(TM) brand names.  The company operates two wholly owned
subsidiaries; Transcraft (R) Corporation, a manufacturer of
flatbed, drop deck, dump trailers and truck bodies; and Wabash
National Trailer Centers, trailer service centers and retail
distributors of new and used trailers and aftermarket parts
throughout the U.S.


WEIGHT WATCHERS: Morgan Stanley Discloses 4.8% Stake
----------------------------------------------------
Morgan Stanley discloses it has ceased to be the beneficial owner
of more than 5% of the class of securities of Weight Watchers
International Inc.

As of September 30, 2009, Morgan Stanley held 3,671,865 shares or
roughly 4.8% of the Company's common stock.

Weight Watchers is scheduled to make $81.3 million in debt
payments for the remainder of 2009, and $215.0 million in fiscal
year 2010, which ends January 1, 2011.  Weight Watchers currently
plan to meet its long-term debt obligations by using cash flows
provided by operating activities and opportunistically using other
means to repay or refinance its obligations as it determines
appropriate.  In a Form 10-Q filing with the Securities and
Exchange Commission in August, Weight Watchers said it believes
cash flows from operating activities, together with borrowings
available under its credit revolver, will be sufficient for the
next 12 months to fund currently anticipated capital expenditure
requirements, debt service requirements and working capital
requirements.

                About Weight Watchers International

Weight Watchers International, Inc. (NYSE: WTW) provides weight
management services, operating globally through a network of
Company-owned and franchise operations.  Weight Watchers holds
over 50,000 weekly meetings where members receive group support
and learn about healthy eating patterns, behavior modification and
physical activity.  WeightWatchers.com provides innovative,
subscription weight management products over the Internet and is
the leading Internet-based weight management provider in the
world.  In addition, Weight Watchers offers a wide range of
products, publications and programs for those interested in weight
loss and weight control.

As of July 4, 2009, the Company had $1.08 billion in total assets;
$1.87 billion in total liabilities; and $792.8 million in total
deficit.

On March 20, 2008, Standard & Poor's affirmed its "BB+" rating on
the WWI Credit Facility.  On March 30, 2009, Moody's affirmed its
"Ba1" rating for the WWI Credit Facility.


WOLVERINE TUBE: Cancels Registration of Shares for Resale
---------------------------------------------------------
Wolverine Tube, Inc., has withdrawn from registration its
Registration Statement on Form S-1, as amended, Registration No.
333-141815, initially filed in April 2007.

The Company has determined not to proceed with the offer of any
securities made the subject of such registration statement and
requests withdrawal.  No securities have been sold in connection
with the proposed offering to which the registration statement
relates.

The Registration Statement relates to the resale, from time to
time, of up to 9,148 shares of its Series A Convertible Preferred
Stock, par value $1.00 per share, and up to 5,603 shares of its
Series B Convertible Preferred Stock, par value $1.00 per share
and the shares of its common stock, par value $0.01 per share,
issuable upon the conversion of the preferred stock, by selling
stockholders.  The Company originally issued 50,000 shares of its
Series A Convertible Preferred Stock in a private placement on
February 16, 2007, and an additional 4,494 shares of Series A
Convertible Preferred Stock on January 25, 2008.  On March 20,
2008, the Company issued in a private placement 10,000 shares of
its Series B Convertible Preferred Stock.

A full-text copy of the latest version of the Company's
Preliminary Prospectus, dated June 12, 2008, is available at no
charge at http://ResearchArchives.com/t/s?4798

Wolverine Tube, Inc., is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.

As of July 5, 2009, the Company had $201,105,000 in total assets
and $241,483,000 in total liabilities.

Wolverine Tube said in its quarterly report for the period ended
July 5, 2009, the uncertainty about the Company's ability to
achieve its projected results, the absence of such credit or
capital commitments and the uncertainty about the future price of
copper, which has a substantial impact on working capital, raises
substantial doubt about the Company's ability to continue as a
going concern.  The Company expects to continue to actively manage
and optimize its cash balances and liquidity, working capital,
operating expenses and product profitability, although there can
be no assurances the Company will be able to do so.


WOLVERINE TUBE: Files Annual Report for Savings Plans
-----------------------------------------------------
Wolverine Tube Inc. filed with the Securities and Exchange
Commission an annual report for the fiscal year ended December 31,
2008, with respect to its:

     -- Wolverine Tube, Inc. Savings Plan

        Net assets available for benefits under the Savings Plan
        is $27,304,587.

        See http://ResearchArchives.com/t/s?4799

     -- Wolverine Tube Savings Plan for the Carrollton and Jackson
        Locations

        Net assets available for benefits under the Plan is
        $2,395,904.

        See http://ResearchArchives.com/t/s?479a

Wolverine Tube, Inc., is a global manufacturer and distributor of
copper and copper alloy tube, fabricated products, and metal
joining products.

As of July 5, 2009, the Company had $201,105,000 in total assets
and $241,483,000 in total liabilities.

Wolverine Tube said in its quarterly report for the period ended
July 5, 2009, the uncertainty about the Company's ability to
achieve its projected results, the absence of such credit or
capital commitments and the uncertainty about the future price of
copper, which has a substantial impact on working capital, raises
substantial doubt about the Company's ability to continue as a
going concern.  The Company expects to continue to actively manage
and optimize its cash balances and liquidity, working capital,
operating expenses and product profitability, although there can
be no assurances the Company will be able to do so.


* Chapter 7 Bankruptcy Filings Up 12.5% in First Nine Months
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
said that Chapter 7 business bankruptcy filings increased 12.5% in
the first nine months of 2009, compared to the full-year 2008,
Lance Piper at Bills.com reports.


* Equity Fund Managers See No Sudden Boom in Deal Flow Volume
-------------------------------------------------------------
The majority (76%) of private equity executives do not expect deal
flow volume to return to 2007 highs until 2011 or later, according
to a new study by BDO Seidman, LLP, one of the nation's leading
accounting and consulting firms.

Despite early indications that the economy is beginning a slow
recovery, PE executives, regardless of fund size, anticipate
closing the same number of deals next year as they did this year.
Three-fourths (76%) of respondents report closing between one and
five new deals between Q3 2008 and Q3 2009 -- and 82% expect to
close between one and five new deals during the next year.  The
good news is that while 11% of respondents did not close any deals
between Q3 2008 and Q3 2009, just 2% anticipate closing no deals
in the next year.

"While all signs currently point to private equity firms
completing more deals in 2010 than they did in 2009, executives
expect deal flow to remain in the one to five range for at least
the next year," said Mat Wood, Partner with BDO Seidman's Private
Equity Practice Group.  "The lack of senior debt available,
combined with pricing concerns, means funds will continue to face
significant challenges as they work to source and close deals.
Even so, executives are confident a change will come, and they're
rearing to go when it does."

  Funds Take Steps to Mitigate Losses -- Worst is Behind Them?

According to BDO Seidman's new study, half (51%) of executives
surveyed say the overall value of their portfolio has decreased
during the past year, and 56% say that more than 20% of their
portfolio is performing below forecast or expectations.  "There's
no question that private equity has been hit hard by the downturn,
but as executives look forward to a more hospitable deal climate,
they've taken steps to remedy their battered portfolios,
positioning them for growth once the economy turns around," added
Mr. Wood.

Nine in ten (93%) report reducing headcount at their portfolio
companies, 81% have renegotiated debt and 83% have reassessed
their market strategy.  Nearly three in ten (28%) have declared
bankruptcy for one or more portfolio companies, and 38% have
engaged a turnaround professional.

However, the majority of executives believe that the worst is now
behind them and remain committed to their primary investment
strategies.  Just 17% have asked their LPs to allow them to change
investment strategies to broaden opportunities, and only 8% will
do so moving forward. During the past 12 months, 86% of
respondents said they reduced professional staff headcount at the
operating company level, but only 40% believe they will need to do
so in the coming year.

                 Seeking Bigger Deals in 2010

Despite anecdotal evidence pointing to more, but smaller, deals on
the table now, PE executives are hopeful that they will be able to
deploy more capital in 2010 than they did in 2009.  Nearly half
(48%) of respondents report investing less than $29 million
through new deals and add-on acquisitions between Q3 2008 and Q3
2009, and 30% report investing between $30 and $100 million.  The
tables turn when they look ahead: 38% expect to invest less than
$29 million, and 39% expect to invest between $30 and $100 million
in the coming year.  Funds that invested $101 million or more in
the last year expect to invest about the same amount of capital
between Q3 2009 and Q3 2010.

These findings are from the inaugural BDO Seidman PErspective
Private Equity Study, which examined the opinions of nearly 100
senior executives at private equity firms throughout the U.S.  The
study, which was conducted from September through October 2009,
consisted of telephone interviews with senior level executives at
private equity funds ranging from $10 million to more than
$1 billion of committed capital.

Some of the major findings from the BDO Seidman PErspective
Private Equity Study:

Opportunities in Asia . . . : Overwhelmingly, PE executives
believe that other than North America, Asia still holds the
greatest opportunities for new investments during the next 12
months (66%). PE executives are split when it comes to other
locations, and count South and Central America (9%), the Middle
East and Africa (9%), Continental Europe (8%) and Eastern Europe
(7%) as potential geographical targets.

. . . and Healthcare: Despite recent buyout activity in the tech
space, PE executives see the greatest opportunity in the
healthcare (35%) and manufacturing (21%) industries, followed by
natural resources (17%), financial services (12%) and technology
(10%).  Just 3% of executives believe there are opportunities in
media, and even fewer (2%) see opportunity in retail.

More Capital Directed through New Deals Last Year, Add-ons Not Far
Behind: More than half (56%) of capital invested between Q3 2008
and Q3 2009 went to new deals, while a sizeable portion (27%) went
to add-on acquisitions and restructuring debt (10%).  Among middle
market funds -- with active fund value of $101 million to
$1 billion -- the percentage of capital going to new deals was
even greater (62%).  One in five (21%) respondents from funds with
less than $100 million deployed capital through restructuring
debt.

Despite Economy, Execs Bring in a 3.5 GPA: When asked to give a
letter grade to their firm's performance in closing quality deals,
nearly half (47%) give it a "B," and 30% say their firms deserve
an "A."  One in five (21%) believe their performance warrants a
"C."

Financial Risks: Sixty-seven percent of executives interviewed say
that quality of earnings and cash flows are the biggest financial
risk to their next acquisition, followed by structure and leverage
(33%).

The BDO Seidman PErspective Private Equity Study is a national
telephone survey conducted by Market Measurement, Inc., an
independent market research consulting firm, whose executive
interviewers spoke directly to senior private equity executives,
using a telephone survey conducted within a sample of private
equity funds (ranging from $10 million to more than $1 billion).

                     About BDO Seidman, LLP

Strategically-focused and remarkably responsive, the experienced,
multi-disciplinary partners and directors of BDO Seidman's Private
Equity practice provide value-added assurance, tax and consulting
services for all aspects of a fund's cycle, wherever private
equity firms are investing.


* House Oversight Committee Targets Big Mortgage Lenders
--------------------------------------------------------
ABI reports that the House Oversight and Government Reform
Committee is investigating the role of mortgage lenders in the
financial crisis and is seeking information from some of the
biggest U.S. companies to determine whether they used deceptive
practices to lure borrowers into the housing boom.


* PBGC Announces Maximum Insurance Benefit for 2010
---------------------------------------------------
The Pension Benefit Guaranty Corporation said the maximum
insurance benefit for participants in underfunded pension plans
terminating in 2010 will be $54,000 per year for those who retire
at age 65.  The amount is higher for those who retire later and
lower for those who retire earlier or elect survivor benefits.
The PBGC maximum insurance benefit is indexed to a contribution
and benefit base in Social Security law.  Because that amount does
not increase for 2010, the PBGC maximum insurance benefit is
unchanged from 2009.

If a pension plan terminates in 2010 but a participant does not
begin collecting benefits until a future year, the 2010 maximum
insurance limits still apply.  For plans that terminate while the
plan sponsor is in bankruptcy proceedings, the Pension Protection
Act of 2006 provides that the maximum benefit payable is
determined by the legal limits in force on the date the plan
sponsor filed for bankruptcy and not on the date of plan
termination.

The maximum insurance benefit is set by law. Two additional legal
limits on PBGC's insurance coverage can also affect participants'
benefits.  The first prohibits the PBGC from guaranteeing benefits
that exceed the amount payable at the plan's normal retirement
age. The second limits PBGC's guarantee of benefit increases made
within the five years prior to plan termination, or the date the
sponsor filed for bankruptcy, if the sponsor is in bankruptcy when
the plan terminates.   For more information, see PBGC's fact sheet
"Pension Guarantees" http://ResearchArchives.com/t/s?47a6

The overwhelming majority of the participants in plans taken over
by the agency face no reduction in benefits due to the legal
limits on coverage, PBGC research shows. The largest reductions
occur in cases where participants earn pensions that 1)
significantly exceed the maximum insurance benefit, or 2) provide
generous early retirement subsidies.

Under the PBGC's single-employer insurance program, retirees
sometimes can receive more than the maximum guaranteed benefit. In
general, three conditions must apply: 1) the participant earned a
benefit in excess of the maximum guaranteed amount; 2) the
participant retired or was eligible to retire at least three years
prior to plan termination; and 3) the plan had sufficient assets
to pay benefits above the guaranteed amount.

The following chart shows the 2010 annual and monthly maximum
benefit guarantees for retirees from age 75 to 45.  The maximum
amount is lower for benefits commencing at ages below 65,
reflecting the fact that younger retirees receive more monthly
pension checks over a longer expected remaining lifespan.  The
maximum amount is higher for benefits commencing at ages above 65,
reflecting the fact that older retirees receive fewer monthly
pension checks over their expected remaining lifespan.

                                       Monthly Joint
               Annual       Monthly   & 50% Survivor
    Age       Maximum       Maximum          Maximum*
    ---      --------       -------   --------------
     75   $164,160.00     $13,680.00      $12,312.00
     74   $149,256.00     $12,438.00      $11,194.20
     73   $134,352.00     $11,196.00      $10,076.40
     72   $119,448.00      $9,954.00       $8,958.60
     71   $104,544.00      $8,712.00       $7,840.80
     70    $89,640.00      $7,470.00       $6,723.00
     69    $80,460.00      $6,705.00       $6,034.50
     68    $72,360.00      $6,030.00       $5,427.00
     67    $65,340.00      $5,445.00       $4,900.50
     66    $59,400.00      $4,950.00       $4,455.00
     65    $54,000.00      $4,500.00       $4,050.00
     64    $50,220.00      $4,185.00       $3,766.50
     63    $46,440.00      $3,870.00       $3,483.00
     62    $42,660.00      $3,555.00       $3,199.50
     61    $38,880.00      $3,240.00       $2,916.00
     60    $35,100.00      $2,925.00       $2,632.50
     59    $32,940.00      $2,745.00       $2,470.50
     58    $30,780.00      $2,565.00       $2,308.50
     57    $28,620.00      $2,385.00       $2,146.50
     56    $26,460.00      $2,205.00       $1,984.50
     55    $24,300.00      $2,025.00       $1,822.50
     54    $23,220.00      $1,935.00       $1,741.50
     53    $22,140.00      $1,845.00       $1,660.50
     52    $21,060.00      $1,755.00       $1,579.50
     51    $19,980.00      $1,665.00       $1,498.50
     50    $18,900.00      $1,575.00       $1,417.50
     49    $17,820.00      $1,485.00       $1,336.50
     48    $16,740.00      $1,395.00       $1,255.50
     47    $15,660.00      $1,305.00       $1,174.50
     46    $14,580.00      $1,215.00       $1,093.50
     45    $13,500.00      $1,125.00       $1,012.50

  * Both spouses the same age.

PBGC is a federal corporation created under ERISA. It currently
guarantees payment of basic pension benefits earned by 44 million
American workers and retirees participating in over 30,000
private-sector defined benefit pension plans.  The agency receives
no funds from general tax revenues. Operations are financed
largely by insurance premiums paid by companies that sponsor
pension plans and investment returns.


* Epiq Systems Posts Third Quarter 2009 Results
-----------------------------------------------
Epiq Systems, Inc., posted results of operations for the third
quarter of 2009 with operating revenue (total revenue before
operating revenue from reimbursed direct costs) of $51.1 million
compared to $51.8 million for the same period last year.
September 30, 2009 year-to-date operating revenue was
$160.9 million, up 5% compared to $152.7 million for the prior
year.  Operating revenue reflects record Bankruptcy segment
results, led by Chapter 11 year-to-date growth of 156% compared to
the prior year, as well as the expected impact in the Settlement
Administration segment of the wind down of the major analog-to-
digital television conversion contract that was substantially
completed during the second quarter of 2009.

Net income for the third quarter of 2009 was $4.9 million, $0.12
per share, up 22% compared to $4.0 million, $0.10 per share, for
the year ago quarter.  September 30, 2009 year-to-date net income
was $11.0 million, $0.28 per share, up 13% compared to
$9.8 million, $0.26 per share, for the prior year.  Bankruptcy
segment operating revenue, which carries the highest non-GAAP
adjusted EBITDA margin of all segments at 52% year-to-date,
increased to 42% of 2009 year-to-date operating revenue compared
to 26% last year, resulting in higher profit levels and improved
operating margins in 2009 versus the prior year.

Third quarter 2009 net cash provided by operating activities was
$6.5 million, up 123% compared to $2.9 million for the year ago
quarter. September 30, 2009 year-to-date net cash provided by
operations was $27.5 million, up 52% compared to $18.1 million for
the prior year.  A condensed consolidated cash flow statement is
attached.

Epiq Systems' management also evaluates the following non-GAAP
financial measures: (i) non-GAAP net income (net income adjusted
for amortization of acquisition intangibles, share-based
compensation, realized cash gains on financial instruments, non-
cash mark-to-market adjustments, acquisition expense, the effect
of tax adjustments that are outside of the company's anticipated
effective tax rate, and capitalized loan fee amortization, all net
of tax), (ii) non-GAAP earnings per share, calculated as non-GAAP
net income on a fully diluted per share basis, and (iii) non-GAAP
adjusted EBITDA (net income adjusted for interest/financing,
taxes, depreciation, amortization, share-based compensation,
realized cash gains on financial instruments, non-cash mark-to-
market adjustments, and acquisition expense).  Reconciliation
statements for non-GAAP financial measures are provided below.

Non-GAAP net income for the third quarter of 2009 was
$6.8 million, $0.17 per share, up 16% compared to $5.8 million,
$0.15 per share, for the year ago quarter.  September 30, 2009,
year-to-date non-GAAP net income was $19.9 million, $0.50 per
share, up 16% compared to $17.1 million, $0.44 per share, for the
prior year.

Third quarter 2009 non-GAAP adjusted EBITDA was $16.1 million, up
10% compared to $14.6 million for the year ago quarter.
September 30, 2009 year-to-date non-GAAP adjusted EBITDA was
$47.1 million, up 12% compared to $42.1 million for the prior
year.

Operating revenue for the Bankruptcy segment for the third quarter
of 2009 was $25.4 million, up 93% compared to $13.2 million for
the year ago quarter.  September 30, 2009 year-to-date operating
revenue was $66.8 million, up 71% compared to $39.0 million in the
prior year.  Non-GAAP adjusted EBITDA was $13.8 million for the
third quarter of 2009, up 106% compared to $6.7 million for the
year ago quarter.  September 30, 2009 year-to-date non-GAAP
adjusted EBITDA was $34.7 million, up 47% compared to
$23.6 million in the prior year, which included a $3.5 million
cash gain on interest rate floor options.  Excluding the prior
year one-time cash gain on interest rate floor options, year-to-
date 2009 non-GAAP adjusted EBITDA increased 73% compared to the
prior year.  The strong financial results for the segment relate
to an increase in Chapter 11 filings and retentions, which have
generated a 156% year-to-date increase in corporate restructuring
operating revenue compared to the prior year.

Operating revenue for the Electronic Discovery segment for the
third quarter of 2009 was $12.2 million compared to $15.1 million
for the year ago quarter.  September 30, 2009 year-to-date
operating revenue was $40.5 million compared to $44.6 million in
the prior year.  Third quarter 2009 non-GAAP adjusted EBITDA was
$3.3 million compared to $6.7 million for the year ago quarter.
September 30, 2009 year-to-date non-GAAP adjusted EBITDA was
$12.6 million compared to $21.1 million in the prior year.  The
quarter and year-to-date segment results include the effects of
organic investment of new service offerings, geographic expansion
into new markets, the impacts of the current economic conditions
and pricing pressures in the industry.  It is anticipated that as
the global economy recovers, this market segment will experience
increased case activity levels resulting in increased spending.

Operating revenue for the Settlement Administration segment for
the third quarter of 2009 was $13.6 million compared to
$23.5 million in the year ago quarter.  September 30, 2009 year-
to-date operating revenue was $53.5 million compared to
$69.0 million in the prior year.  Non-GAAP adjusted EBITDA was
$4.6 million for the third quarter of 2009 compared to
$6.7 million for the year ago quarter.  September 30, 2009 year-
to-date non-GAAP adjusted EBITDA was $16.6 million, compared to
$13.5 million in the prior year. The decline in third quarter
operating revenue and non-GAAP adjusted EBITDA was related to the
major analog-to-digital television conversion contract that was
launched in the fourth quarter of 2007 and which, as expected, was
substantially completed during the second quarter of 2009.

Tom W. Olofson, chairman and CEO, and Christopher E. Olofson,
president and COO of Epiq Systems stated, "We continue to
experience excellent growth in bankruptcy revenue, highlighted by
major contributions from a significant portfolio of corporate
restructuring Chapter 11 engagements.  Third quarter 2009
Bankruptcy segment operating revenue set a new all-time record,
surpassing the second quarter of 2009, which is now the second-
strongest quarterly result.  Chapter 11 corporate restructuring
engagements are generally long-term, multi-year assignments that
are characterized by a recurring revenue component and revenue
visibility into future periods.  In addition, Chapter 7 bankruptcy
trustee services aggregate deposit balances continue to exhibit
growth and strength, with a 26% year-to-date increase versus the
prior year.  As we consider these variables combined with
continued strong bankruptcy filings and an anticipated future
increase in short term interest rates, the Bankruptcy segment is
poised for continued growth through the remainder of 2009 and in
2010."

Recent key events include:

* Within the Bankruptcy segment, Chapter 11 operating revenue
   increased 156% during the first nine months of 2009 compared to
   the same period last year.  New third quarter client
   retentions included companies such as Samsonite Company
   Stores, Bashas', Basin Water, Luna Innovations, Finlay
   Enterprises, and Holley Performance Products.

* During the National Association of Bankruptcy Trustees Annual
   Seminar, the company premiered the next generation version
   of TCMS(R), the company's comprehensive trustee case management
   system, which is scheduled for release in 2010. Utilizing
   the latest technology available, the new release of
   TCMS(R) will provide a modernized user interface and
   significant value-added features including customized one
   click buttons, advanced search capabilities and integration
   with Microsoft Outlook.

* As reported by the Administrative Office of the U.S. Courts,
   bankruptcy filings totaled 1,306,315 for the 12 month period
   ended June 30, 2009, up 35% versus the same period in 2008.
   During this period, Chapter 7 filings were up 47%, Chapter 11
   filings were up 91%, and Chapter 13 filings were up 12%.  The
   quarter ending June 30, 2009 represented the highest quarterly
   filing period since the Bankruptcy Abuse Prevention and
   Consumer Protection Act of 2005 was enacted.

* The company launched IQ Review(TM), a revolutionary combination
   of new intelligent technology and expert services which
   incorporates new prioritization technology into
   DocuMatrix(TM), our flagship document management platform.
   With the ability to "learn" from a legal expert,
   IQ Review(TM) determines patterns in content across all data,
   rates each document, and fast tracks the most responsive
   documents to the beginning of the review -- the result
   is more cost effective prioritized reviews.

                      Conference Call

The company will host a conference call today at 3:30 p.m. Central
time to discuss these results.  The internet broadcast of the call
can be accessed at http://www.epiqsystems.com. To listen by
phone, please call (888) 481-2845 before 3:30 p.m. central time.
An archive of the internet broadcast will be available on the
company's website until the next earnings update.  A recording of
the call will also be available through November 26, 2009,
beginning approximately two hours after the call ends.  To access
the recording, please call (888) 203-1112 and enter passcode
7692044.

                      About Epiq Systems

Epiq Systems recently opened a corporate restructuring office in
Harford, Connecticut, staffed with seasoned industry experts to
accommodate increasing customer demand.  Epiq Systems' corporate
restructuring engagements frequently last several years.


* Focus Management Launches Dallas Regional Office
--------------------------------------------------
Focus Management Group has launched a new regional office in
Dallas.  The new location is in response to the firm's increasing
demand for its services and is aimed to accommodate future growth
plans in Texas and other Southern states.

"Today's economic conditions and various industry challenges have
created an expanding need for our restructuring expertise
nationwide," said J. Tim Pruban, President of Focus Management
Group.  "Our Dallas location will provide us with an additional
platform in bringing financial stability to our clients and their
stakeholders. We are pleased to be a part of this dynamic
marketplace."

The Dallas office will provide the Company's full portfolio of
services to distressed companies and their stakeholders, including
turnaround management, interim management, operational analysis
and process improvement, bankruptcy services, bank and creditor
negotiations, asset recovery, recapitalization services, and
special situation investment banking.

Serving as the Managing Director of the Dallas office is
Christopher Gouskos, who leads Focus Management Group's Banking
and Financial Services Practice.  With over 20 years of experience
in the financial services industry, Gouskos has a well-diversified
background in all aspects of corporate and consumer finance. He
has extensive experience in workouts, loan remediation and loan
syndication work and has a proven track record of strong
performance in the banking, finance and mortgage lending
communities.  He can be reached at 214-295-3062 or via e-mail
at c.gouskos@focusmg.com

Focus Management Group's Dallas office is located at 100 Highland
Park Village in Suite 200, Dallas, TX 75205.

                   About Focus Management Group

Focus Management Group -- http://www.focusmg.com/-- provides
nationwide professional services in turnaround management,
insolvency proceedings, business restructuring and operational
improvement with a senior-level team of 120 professionals.
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Cleveland, Dallas, Los Angeles and Philadelphia, the firm provides
a full portfolio of services to distressed companies and their
stakeholders, including secured lenders and equity sponsors.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 27-29, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Distressed Investing Conference, Bellagio, Las Vegas
        Contact: http://www.turnaround.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

April 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York, NY
        Contact: http://www.turnaround.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

October 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: October 15, 2009



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Joy A. Agravante, Marites M. Claro,
Rousel Elaine C. Tumanda, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **