TCR_Public/091030.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 30, 2009, Vol. 13, No. 300

                            Headlines

ABDUL HALIM SHEIKH: Case Summary & 19 Largest Unsecured Creditors
ABITIBIBOWATER INC: May Reject Augusta Newsprint Venture
ALTA NEBRASKA: Will Sell Off Unfinished Ethanol Plant
AIRTRAN HOLDINGS: Discloses Obligations for Remainder of 2009
AMERICAN CONSOLIDATED: Breaches Covenants Under US$133.7MM Loan

AMERICAN INT'L: Pay Czar Raises Base Pay
AMERICAN INT'L: Recoups Some of Money Used on Souring Trades
AMERICAN TIRE: S&P Affirms Corporate Credit Rating at 'B'
A.P. PHARMA: To Transfer to Nasdaq Capital Market
APPALACHIAN OIL: Court to Consider Disclosure Statement on Nov. 10

ASSOCIATED MATERIALS: S&P Assigns 'CCC' Rating on $200 Mil. Notes
BARRIER'S INC: Moving Ahead With Liquidation Sale on Monday
BARZEL INDUSTRIES: Panel Taps FTI Consulting as Financial Advisor
BEAR CROSSING: Section 341(a) Meeting Slated for November 25
BEAR CROSSING: Taps Kutner Miller as Attorney

BERNARD MADOFF: Claim Payments Exceed Prior Brokers' Total
BERRY PLASTICS: Moody's Gives Stable Outlook, Assigns 'B1' Rating
BERRY PLASTICS: S&P Assigns 'B' Rating on $325 Mil. Senior Notes
BSC DEV'T: New Buffalo Statler Makes $261,000 Payment for Towers
BUILDERS FIRSTSOURCE: Posts $15.2MM Net Loss in 2009 Third Quarter

BUILDERS FIRSTSOURCE: S&P Assigns 'CCC' Rating on $145 Mil. Notes
CANARGO ENERGY: Files Prepack Chapter 11 in Manhattan
CAPITAL CORP: TRUPS Claimants Deadline to Vote on Plan Dec. 9
CAPMARK FINANCE: Mortgage Servicer Ratings Still on Watch Evolving
CAPMARK FINANCIAL: Proposes to Protect NOL Carryforwards

CARABEL EXPORT: Court to Consider Plan Outline on November 2
CDS DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
CENTAUR LLC: S&P Downgrades Corporate Credit Rating to 'D'
CENTAUR PA: Files Chapter 11 in Delaware
CHAI INVESTMENT: Wants to Hire Engelman Berger as Legal Counsel

CHRYSLER FINANCIAL: Pay Czar Raises Base Pay
CHRYSLER LLC: Court OKs Jones Day's $21.3MM Fee for 4 Months Work
CIT GROUP: Bonds Show Bankruptcy Inevitable as Swap Expires
CITIGROUP INC: Pay Czar Raises Base Pay
CITY OF PRICHARD: Files Chapter 9 Petition

CLASSICSTAR LLC: Founders Plead Guilty to Fraud Conspiracy
CLEARWATER GROUP: Files for Chapter 7 Liquidation
COBRA ELECTRONICS: Lenders Waive Financial Covenant Violations
COLOR-CROWN: Case Summary & 20 Largest Unsecured Creditors
COLT DEFENSE: S&P Assigns 'B+' Rating on $225 Mil. Senior Notes

DAMON'S INTERNATIONAL: Files for Chapter 11 Bankruptcy Protection
DANIEL FARKAS: Case Summary & 13 Largest Unsecured Creditors
DAVID LAPIN: Case Summary & 20 Largest Unsecured Creditors
DAYTON SUPERIOR: S&P Withdraws 'D' Corporate Credit Rating
DELPHI CORP: WTC Withdraws Appeal on UAW Special Attrition Plans

DOLLAR THRIFTY: Prices Offering of 5,750,000 Common at $19.25
DONNA ZYNEL: Case Summary & 26 Largest Unsecured Creditors
E*TRADE FIN'L: Net Loss Widens to $832MM for Sept. 30 Quarter
EASTMAN CHEMICAL: Moody's Assigns Ratings on $250 Mil. Notes
EMILIA DONIS DONSON: Voluntary Chapter 11 Case Summary

ERICKSON RETIREMENT: Wants Injunction Against Utility Companies
ERICKSON RETIREMENT: Wants to Assume S. Miller Employment Pact
EVANS INDUSTRIES: Adams & Reese Subpoena Quashed in Conflict Suit
EXTENDED STAY: 66 Affiliates' Schedules of Asses & Debts
EXTENDED STAY: 66 Affiliates' Statements of Financial Affairs

EXTENDED STAY: Lichtenstein Appeals Decision on Line Trust Dispute
FAIRPOINT COMMS: Has Interim Approval to Borrow $20 Million
FLETCHER-TERRY COMPANY: Case Summary & 20 Largest Unsec. Creditors
FOOTHILLS OF FERNLEY: Hires Belding Harris as Attorney
FOOTHILLS OF FERNLEY: Section 341(a) Meeting Set for November 23

FOREST CITY: S&P Puts 'B-' Rating on $200 Mil. Convertible Notes
FORUM HEALTH: Court to OK Interim CEO Hiring If Filings Complete
GENCORP INC: Moody's Give Positive Outlook, Affirms 'B3' Rating
GENERAL MOTORS: AP Services Reports on Fees for June-August
GENERAL MOTORS: Jenner & Block to Provide Services to New GM

GENERAL MOTORS: Nine Directors Report Ownership of MLCO Securities
GEORGES MARCIANO: GUESS? Founder Sent to Chapter 11 by Ex-Staff
GGNSC HOLDINGS: Moody's Affirms Corporate Family Rating at 'B2'
GIGABEAM CORP: Sold to Lenders on $6.1 Million Credit Bid
GK ELEVEN: Section 341(a) Meeting Slated for November 30

GK ELEVEN: Selects Russack Associates as Counsel
GMAC INC: Pay Czar Raises Regular Salaries
GREATER SOUTHEAST: D.C. Cir. Leaves Fee Settlement Undisturbed
HAWKVIEW ESTATES LLC: Voluntary Chapter 11 Case Summary
HEARTHSIDE HOMES INC: Case Summary & 25 Largest Unsec. Creditors

HELLER EHRMAN: To Seek Approval of Disc. Statement on Nov. 9
HHI CHANDLER LLC: Case Summary & 25 Largest Unsecured Creditors
HHI CHINO II LLC: Case Summary & 25 Largest Unsecured Creditors
INDIAN SADDLE LCC: Case Summary & 5 Largest Unsecured Creditors
INTEGRATED TECH: Creditor's Consequential Damage Claim Allowed

INTERMET CORP: Role of Lender Liquidating Trustee Clarified
INTERMET CORP: Sells Palmyra & Monroe City Plants
INTERPUBLIC GROUP: Fitch Comments on Third Quarter Earnings
JETBLUE AIRWAYS: Reports $15 Million Net Income in Q3 2009
JOHN MCCLELLAND: Appraisers Have No Liability to Debtor

JOHNSON BROADCASTING: TV Stations Up for Auction on December 7
KAINOS PARTNERS: Can Access DIP Financing Until November 30
KRONOS INTERNATIONAL: Moody's Raises Corp. Family Rating to 'Caa1'
LAMBERT PROPERTIES: Voluntary Chapter 11 Case Summary
LARRY HORTON: Case Summary & 20 Largest Unsecured Creditors

LESLIE'S POOLMART: Moody's Affirms Corporate Family Rating at 'B3'
LILLIAN VERNON: Lift Stay Requested in RDA Case to Continue Suit
MAGNA ENT: Lone Star Park Sold to Global Gaming
MAGNA ENT: Wants to Cut Ties With Laurel Park & Pimlico Ex-Owners
MAINSTREAM DEV'T: Files for Chapter 11 Bankruptcy Protection

MAINSTREAM DEVELOPMENT: Voluntary Chapter 11 Case Summary
MAMMOTH CORONA: Section 341(a) Meeting Slated for November 20
MANUFACTURING WHITSELL: Case Summary & 20 Largest Unsec. Creditors
MASHANTUCKET PEQUOT: Has Forbearance from Lenders Until Jan. 20
MIDWEST BANC HOLDINGS: Lender Agrees to Forbear Until March 31

MINCO GOLD: NYSE Extends Listing Until February 8, 2010
MCG CAPITAL: Fitch Assigns 'BB+' Rating on $34.3 Mil. Notes
MOUNTAIN RUN: Voluntary Chapter 11 Case Summary
MOVIE GALLERY: Late on Rents, May Shut 200 More Stores
NETFLIX INC: Moody's Assigns 'Ba2' Corporate Family Rating

NETFLIX INC: S&P Assigns 'BB-' Rating, One Ding Lower Than Fitch's
NEW CEDAR: Voluntary Chapter 11 Case Summary
NEW CENTURY: Insurers Found Liable in Blast Fax Spat
NEW RIVER BOAT: No Sanctions Imposed on Auctioneer
NORTEL CORP: Auction for GSM/GSM-R Postponed to Nov. 20

NORTEL CORP: CCAA Stay Extended Until December 18
NORTEL CORP: $10-Mil. Sale of Packet Core Approved by Courts
ORYX TECHNOLOGY: To Liquidate Assets Out of Court
PACIFIC ENERGY: Cook Inlet Sale Hits Speed Bumps
PAMELA KAY ROBERTSON: Voluntary Chapter 11 Case Summary

PARLUX FRAGRANCES: In Talks with Bank to Extend Forbearance
PC GROUP: Receives Delisting Notice From NASDAQ
PEACH HOLDINGS: Moody's Keeps 'C' Rating; Outlook Now Stable
PFAU, PFAU: $23-Mil. Loan Extended; Joint Venture in the Works
PHH CORP: Targets Realogy for Mortgages, to Renew Merrill Pact

PHOENIX BUSINESS TRUST: Case Summary & 3 Largest Unsec. Creditors
PHOENIX ENTERPRISES: Voluntary Chapter 11 Case Summary
PREMIER STORAGE CONDOS: Voluntary Chapter 11 Case Summary
PRESTIGE REALTY: Case Summary & 9 Largest Unsecured Creditors
RAINIER PACIFIC: Receives Non-Compliance Notice From Nasdaq

RANCHER ENERGY: Files for Chapter 11 Reorganization
READER'S DIGEST: Gets Nod to Assumption of 29 Executory Contracts
READER'S DIGEST: LV Estate Wants Lift Stay to Commence Suit
READER'S DIGEST: Targets December Confirmation Hearings
READER'S DIGEST: U.S. Trustee Opposes Waiver of Sec. 345 Rules

RECTICEL NORTH AMERICA: Files for Bankruptcy
R.H. DONNELLEY: Brower Piven Leads Class Suit for Shareholders
R.H. DONNELLEY: Izard Nobel LLP Files Class Action Lawsuit
RICHARD BULAN: Voluntary Chapter 11 Case Summary
RIDER AUTO: May Sell Some Assets to Sutliff Motors

RIVERHEAD PARK: Landowner Stops Foreclosure with Chapter 11
RIVERHEAD PARK: Case Summary & 2 Largest Unsecured Creditors
RITCHIES AUCTIONEERS: Forced Into Bankruptcy
ROBERT MACKLIN: Case Summary & 7 Largest Unsecured Creditors
RURAL/METRO CORP: Refinancing Cues S&P to Update CreditWatch

SALTON INC: S&P Assigns Corporate Credit Rating at 'B'
SCOTT CONSTRUCTION: Equipment Auctioned Off After Foreclosure
SEQUENOM INC: Settles Ibis Biosciences Patent Suit; to Get $1-Mil.
SILVER FALLS BANK: FDIC Orders Online Auction of FF&E
SILVER STATE: Student Loan Xpress to Forgive $112.8MM in Loans

SIMMONS CO: Tempur to Dismiss Patent Infringement Litigation
SOUTH MARSH: Section 341(a) Meeting Slated for November 19
SPANSION INC: Files Reorganization Plan & Disclosure Statement
SPANSION INC: G. Delfassy Resigns as Member of Board
SPANSION INC: Insists Samsung Claims Not Arising Postpetition

SPANSION INC: Foundry Pact Should Be Scrapped Despite Objections
SPANSION INC: Says Japan Unit Not Selling Chip Line
STAGE COACH VENTURE: Case Summary & 2 Largest Unsec. Creditors
STANDARD MOTOR: Reports $3.1 Million Net Income in Q3 2009
STATION CASINOS: Boyd Gaming "Serious" About Buying Assets

STATION CASINOS: Wants Plan Exclusivity Until March 25
STERLING MINING: Bankruptcy Court Resolved Lease Dispute
SYMBION INC: Moody's Affirms Corporate Family Rating at 'B2'
TARRAGON CORPORATION: Bermuda Unit Can Use BofA's Cash Collateral
TARRAGON CORPORATION: Court Extends Solicitation Period to Nov. 5

THORNBURG MORTGAGE: Court Directs Chapter 11 Trustee Appointment
TOWNSEND CONSTRUCTION: Owner's Felony Pretrial Set for Nov. 23
TOYS "R" US: Will Launch FAO Schwarz Boutiques in Stores
TRIAD ENERGY: Magnum Hunter to Buy Appalachian Assets for $81MM
TROPICANA ENT: Fee Auditors OK $9.8MM in Fees for Nov.-Jan.

TROPICANA ENT: NJ Debtors Want to Expand Cooper's Services
TROPICANA ENT: LandCO Debtors Q3 Post-Confirmation Report
TRUMP ENTERTAINMENT: Court Revives Richard Fields Lawsuit
UNBRIDLED ENERGY: Signs Forbearance Pact, Seeks to Sell Leases
VIRGIL KEITH ROBERTSON: Voluntary Chapter 11 Case Summary

VISHAY INTERTECHNOLOGY: Moody's 'B1' Rating Unaffected by Spin-Off
VISHAY INTERTECHNOLOGY: Spin-Off Won't Affect S&P's 'BB' Rating
VISTA HOMES INC: Case Summary & 20 Largest Unsecured Creditors
VISTEON CORP: Incurs $38 Million Net Loss in Third Quarter
VITAMIN SHOPPE: Moody's Raises Corporate Family Rating to 'B2'

VITAMIN SHOPPE: S&P Raises Corporate Credit Rating to 'B+'
WESTERN ISLES INSURANCE: A.M. Best Downgrades FSR to 'C++'
WILLIAM WRIGHT: Case Summary & 16 Largest Unsecured Creditors
WISH I LLC: Case Summary & 6 Largest Unsecured Creditors
WOODBURY COUNTRY: Shuts Down After Filing for Chapter 7 Bankruptcy

W.R. GRACE: Closing Arguments on Plan Confirmation January 6
W.R. GRACE: Reports $44.4 Mil. Net Income for Third Quarter
W.R. GRACE: Settles New Jersey Environmental Claim

* Bill Seeks to Shift Rescue Costs to Big Banks
* House Panel Advances Credit Rating Bill
* Small and Midmarket Businesses Brace for Looming Fallout of CIT

* Five New Associates Join Cohen & Grigsby's Pittsburgh Office

* BOOK REVIEW: Inside Investment Banking, Second Edition

                            *********

ABDUL HALIM SHEIKH: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Abdul Halim Sheikh
           aka A.H. Sheikh
           aka Abdul H. Sheikh
           aka A. Halim Sheikh
           aka Halim A. Sheikh
           aka Abdul Sheikh
           aka Halim Sheikh
        2733 Via Miguel
        Palos Verdes Estates, CA 90274

Case No.: 09-39652

Chapter 11 Petition Date: October 27, 2009

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

Judge:  Alan M. Ahart

Debtor's Counsel: Paul R. Shankman, Esq.
                  21515 Hawthorne Blvd., Ste. 1150
                  Torrance, CA 90503
                  Tel: (310) 316-0500
                  Email: pshankman@jhindslaw.com

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

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

The petition was signed by Mr. Sheikh.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
American Express           Unpaid Debt            $17,222

American Express           Unpaid Debt            $4,423

American Express           Unpaid Debt            $1,274

Capital One                Unpaid Debt            $197

Chase                      Unpaid Debt            $2,490

Chase (WAMU)               2733 Via Miguel        $2,400,000
                           Palos Verdes           (1,800,000
                           Estates, CA 90274       secured)

Chase (WAMU)               2733 Via Miguel        $105,000
                           Palos Verdes           (1,800,000
                           Estates, CA 90274       secured)
                                                  (2,400,000
                                                   Senior lien)

Chevron                    Unpaid Debt            $213

Discover Card              Unpaid Debt            $7,851

HSBC                       Unpaid Debt            $5,800

J.H. World Express, Inc.   Unpaid Debt            $40,559
c/o Ethan & Associates

Jaynes Corporation of      Unpaid Debt            $859,170
California
c/o Marks, Golia &
Finch, LLP
8620 Spectrum Center Blvd
#900
San Diego, CA 92123

Juniper                    Unpaid Debt            $430

Kohl's                     Unpaid Debt            $139

PentaGroup Financial LLC   Unpaid Debt            $116

Sam's Club                 Unpaid Debt            $103

Superior Electrical        Complaint for          $34,237
Advertising, Inc.          Damages: (1) Breach
c/o Lindberg & Drill LLP   of Contract; (2) Common
                           Counts; (3) Unjust
                           Enrichment; (4) Foreclosure
                           On Mechanic's Lien

Valero                     Unpaid Debt            $830

Wells Fargo                Unpaid Debt            $732


ABITIBIBOWATER INC: May Reject Augusta Newsprint Venture
--------------------------------------------------------
AbitibiBowater Inc. was authorized to reject an agreement under
which it could have been forced to buy out its partner in a joint
venture called Augusta Newsprint Co.

The Woodbridge Company Limited, Woodbridge International Holdings
Limited and Woodbridge International Holdings SA, had opposed the
proposal to reject the call agreement.

In 2001, the Debtors entered into a partnership arrangement with
the Woodbridge Entities to operate a newsprint mill in Augusta,
Georgia.  The Partnership was created on September 6, 2001, when
the Woodbridge Partner acquired a 50% interest in a partnership
from Thomson Newsprint Inc., which is a public company whose
largest shareholder is TWCL.

Woodbridge counsel David P. Primack, Esq., at Drinker Biddle &
Reath LLP, in Wilmington, Delaware, relates that the Partnership
Arrangement is made up of two integral parts, which include the
Partnership Agreement and the Call Agreement.  Mr. Primack insists
that the Partnership Arrangement would not exist without the terms
of Call Agreement.  The terms of the Call Agreement and the
Partnership Agreement "were considered to be -- and, indeed, were
treated as -- the complete set of terms of the Partnership
Arrangement [hence] . . . the Debtors should not be able to cherry
pick through the whole and decide to reject some terms while
retaining the benefit of others," he argues.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 29 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ALTA NEBRASKA: Will Sell Off Unfinished Ethanol Plant
-----------------------------------------------------
Art Hovey at the Lincoln Journal Star reports that Altra Nebraska,
LLC, will sell off, piece by piece, a partially finished,
$220 million ethanol plant, after attempts to sell the plant
intact failed to attract buyers by an October 13 deadline.
According to Journal Star, officials at Maas Companies of
Rochester, Minnesota, will preside over the auction.

Healdsburg, California-based Altra Nebraska, LLC, filed for
Chapter 11 on August 13, 2009 (Bankr. D. Nebr. Case No. 09-42348).
Robert J. Bothe, Esq., and Robert P. Diederich, Esq., at McGrath,
North, Mullin & Kratz, PC, represent the Debtor in its
restructuring effort.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in debts.


AIRTRAN HOLDINGS: Discloses Obligations for Remainder of 2009
-------------------------------------------------------------
AirTran Holdings, Inc., disclosed in a regulatory filing that
during the remainder of 2009, it will need cash for capital
expenditures and debt and capital lease obligations:

     $1.5 million for expenditures for acquisition of property and
                  equipment, other than aircraft and aircraft
                  parts,

     $6.8 million in scheduled payments related to aircraft
                  purchase commitments,

     $140 million in payments of current maturities of existing
                  debt and capital lease obligations, including
                  payment of $125 million previously borrowed
                  under the Company's revolving line of credit
                  facility and repaid as of October 19, 2009.

AirTran believes it has options available to meet its debt
repayment, capital expenditure and operating commitments, which
may include internally generated funds, and various financing or
leasing options, including the sale, lease, or sublease of its
aircraft or other assets.

During October 2009, AirTran completed two concurrent public
offerings.  The net proceeds from the October 2009 offerings of
common stock and senior unsecured convertible notes, which
aggregated $166.3 million, are being used for general corporate
purposes including improving its overall liquidity.  AirTran also
has a $125 million revolving line of credit facility, under which
$125 million and none was outstanding as of September 30, 2009 and
October 19, 2009, respectively.  However, its future financing
options may be limited because its owned aircraft are pledged to
the lenders that provided financing to acquire such aircraft, and
AirTran has pledged a significant portion of its owned assets
other than aircraft and engines to collateralize its obligations
under its credit facility.  The counterparty to the Credit
Facility has agreed to release its lien on certain specified
assets securing that facility in the event AirTran seeks to re-
pledge those assets to secure a new financing so long as the
collateral value of the assets pledged under the Credit Facility
are at least equal to the amount then-available under the Credit
Facility.

AirTran believes its existing liquidity and forecasted 2009 cash
flows will be sufficient to fund its operations and other
financial obligations for the remainder of 2009.  While it
believes its 2009 forecast is reasonable, a combination of one or
more material and significant adverse events, most of which are
outside of its direct control, could, depending on the severity
and duration thereof, have significant unfavorable impacts on its
future cash flows.

During the three months ended September 30, 2009, AirTran reported
net income of $10.4 million.  Due to the substantial reduction in
the average cost of jet fuel per gallon and the actions the
Company has undertaken, its operating results for the quarter were
substantially improved compared to the third quarter of 2008.
During the three months ended September 30, 2008, AirTran reported
a net loss of $94.6 million.

For the nine months ended September 30, 2009, AirTran reported net
income of $117.6 million compared to a net loss of $144.7 million
for the nine months ended September 30, 2008.

As of September 30, 2009, AirTran had $2.157 billion in total
assets against total current liabilities of $774.9 million, long-
term capital lease obligations of $15.08 million, long-term debt
of $818.2 million, other liabilities of $113.8 million, deferred
income taxes of $7.992 million, and derivative financial
instruments of $12.054 million.  As of September 30, 2009, AirTran
also had accumulated deficit of $100.48 million and total
stockholders' equity of $414.81 million.

AirTran's balance sheet showed strained liquidity with $634.08
million in total current assets against $774.90 million in total
current liabilities.  As of September 30, 2009, AirTran had
aggregate unrestricted cash, cash equivalents, and short-term
investments of $408.2 million, and AirTran also had $55.2 million
of restricted cash.

A full-text copy of AirTran's quarterly report is available at no
charge at http://ResearchArchives.com/t/s?47d2

                      About AirTran Holdings

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

                           *     *     *

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

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


AMERICAN CONSOLIDATED: Breaches Covenants Under US$133.7MM Loan
---------------------------------------------------------------
Macquarie Media Group said Thursday its U.S. subsidiary American
Consolidated Media LLC has breached loan covenants under its
US$133.7 million business level bank facility.

"Discussions are ongoing between ACM and its lenders in relation
to requested forbearance and waivers of ACM's covenant non-
compliance, ACM's request for the necessary amendments to the
existing covenants and for an extension to the maturity date of
the ACM Facility," the company said in a statement.

"ACM has received an initial draft of a forbearance term sheet
from the ACM facility agent."

"There can be no assurance that any forbearance, amendment or
extension will be provided, or that the requested waivers will be
provided," it said.

                       About Macquarie Media

Based in Sydney, Australia, Macquarie Media Group (ASX:MMG) --
http://www.macquarie.com.au/au/mmg/-- invests in a range of media
assets.  MMG comprises of Macquarie Media Trust (MMT), Macquarie
Media Holdings Limited (MMHL) and Macquarie Media International
Limited (MMIL). The Company operates in two service types: Free to
air commercial radio and television broadcasting (Free to air
broadcasting), which comprises the commercial radio and television
broadcast licenses held throughout regional Australia, and which
operates solely within the MMHL group and Community Newspapers,
which are located in the United States, and operates within the
MMIL group.  MMG operates mainly in Australia and United States.


AMERICAN INT'L: Pay Czar Raises Base Pay
----------------------------------------
David Enrich and Deborah Solomon at The Wall Street Journal report
that the U.S. Treasury Department pay czar Kenneth Feinberg
substantially increased regular salaries, after disclosing last
week sharp cuts in total compensation at the finance and auto
companies under his control.

Mr. Feinberg oversees these firms that accepted bailout packages:

     -- American International Group Inc.,
     -- Citigroup Inc.,
     -- Bank of America Corp.,
     -- General Motors Corp.,
     -- GMAC Financial Services,
     -- Chrysler Group, and
     -- Chrysler Financial.

According to The Journal, Mr. Feinberg decided last week that 136
employees and executives working at the seven companies will earn
much less this year than in 2008, even after accounting for the
rise in regular salaries.  The Journal states that Mr. Feinberg
then increased base salaries at companies when the banks
complained.  Mr. Feinberg, says The Journal, adjusted base
salaries for the bulk of those employees, in some cases boosting
them by hundreds of thousands of dollars.  The Journal notes that
on average, base salaries climbed to $437,896 per year as a result
of Mr. Feinberg's review, compared with $383,409 previously, a 14%
increase.  The Journal states that of the 136 employees, about 89
saw their base salaries increase.

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

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

AIG has sold a number of its subsidiaries and other assets to pay
down loans received from the U.S. government, and continues to
seek buyers of its assets.


AMERICAN INT'L: Recoups Some of Money Used on Souring Trades
------------------------------------------------------------
Liam Pleven at The Wall Street Journal report that American
International Group Inc. has recoup some of the money it shelled
out to Wall Street banks in 2008 on souring trades, due to a
turnaround in the securities that helped level the Company.

According to The Journal, people familiar with the matter said
that billions of dollars have flowed from banks into AIG coffers
in recent months.  The Journal notes that for the second quarter,
the figure may have topped $3 billion.  Citing people familiar
with the matter, the report states that Goldman Sachs Group Inc.
has sent back at least $1 billion.

The Journal relates that the cash that AIG is getting back from
Wall Street is tied to credit-default swaps, which act as
insurance policies on securities backed by assets like mortgages
and pay off in case of default.

The Journal notes that it isn't clear exactly how much collateral
has flowed back to AIG, or how much still is outstanding, but the
Company's filings with the U.S. Securities and Exchange Commission
says that the amount of collateral that the Company's trading
partners held decreased by more than $3 billion between the end of
the first and second quarters.  According to The Journal, credit
markets continued to rally in the third quarter, suggesting AIG
got more collateral back.

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

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

AIG has sold a number of its subsidiaries and other assets to pay
down loans received from the U.S. government, and continues to
seek buyers of its assets.


AMERICAN TIRE: S&P Affirms Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it has affirmed its 'B'
corporate credit rating and other ratings on American Tire
Distributors Inc.

Sales in the second quarter grew roughly 10% year over year,
mostly because of the $75.4 million revenue contribution from the
December 2008 Am-Pac Tire Distributors Inc. acquisition and
because of higher prices arising from manufacturers' increases
throughout 2008.  Unit sales, although better than those of the
overall market, still fell 5.3% during the quarter.  Gross profit
rose by $4.1 million.

Based on the 12 months ended July 4, 2009, adjusted EBITDA was
about $109 million, down 6% from the same period in 2008.  EBITDA
margin was 5.3%, compared with 5.8% in 2008.  S&P expects adjusted
debt to EBITDA in 2009 to decline to about 6x as the company
generates significant cash flow to reduce debt.

"We believe important factors for cash generation include
synergies from consolidating the additional distribution centers
from the Am-Pac acquisition, improved working capital management,
and the sale of Am-Pac-owned retail stores," said Standard &
Poor's credit analyst Lawrence Orlowski.  For the rating, S&P
expects debt to EBITDA of about 6x.

The ratings on ATD reflect its highly leveraged capital structure;
modest, but stable profit margins; and narrow scope of operations.
The privately owned company is controlled by unrated Investcorp
S.A. and is the largest wholesale distributor of passenger car and
light-truck tires to the $30.2 billion U.S. replacement tire
industry.  ATD is the only tire distributor with a national
presence, competing in the Southeast, Mid-Atlantic, Midwest, West,
and Southwest.  It operates 82 distribution centers servicing more
than 40,000 customers.  Most of these customers are independent
tire dealers, which make up the largest channel for replacement
tire sales.  However, because the market is very fragmented, ATD's
national market share is only about 7% (excluding its acquisition
of unrated Am-Pac).

Huntersville, N.C.-based ATD generated more than $2.0 billion in
sales for the 12 months ended June 2009.  The company's relative
size advantage allows it to carry the broadest product line in the
industry, deliver items more efficiently than its competitors, and
invest in information systems at a lower cost as a percentage of
sales than its competitors.

The Am-Pac Tire acquisition allowed ATD to strengthen its presence
in its existing geographic areas and to expand operations into St.
Louis, Mo., and West Texas.  ATD has already consolidated most of
its distribution centers from the acquisition and has been selling
Am-Pac's retail operations.

S&P view ATD's liquidity as adequate for near-term needs.  Sources
of liquidity include a $400 million, asset-based revolving credit
facility expiring Dec. 31, 2011, with $239.8 million borrowed and
$125.3 million available as of July 4, 2009.  Peak borrowing needs
typically occur in the first half of the year because of seasonal
demand fluctuations.

Because of the reduced inventory already achieved in the current
year as a result of the Am-Pac acquisition and the ongoing
improvement in the operating cost structure, S&P assume the
company will generate adjusted free operating cash flow of about
$65 million in 2009, compared to $51 million for the first six
months of 2009.  S&P assume the company will generate $30 million
in 2010 because of S&P's view that the benefit of inventory
reduction will be lower in that year.  Because ATD is a
distributor, S&P believes its capital expenditures are minimal,
but working capital swings can be a significant use of cash flow
seasonally.

The stable outlook reflects the likelihood that the company will
be able to realize significant cost synergies from its Am-Pac
acquisition and improve its working capital management, thereby
bringing adjusted debt to EBITDA to about 6x.  S&P expects ATD to
generate positive free cash flow that would enable it to repay any
temporary borrowings associated with small acquisitions.  There is
minimal leeway in the rating for a large debt-financed acquisition
that leads to a permanent increase in debt, especially in light of
the need to address debt maturities by the end of 2011.

S&P could lower the rating if ATD fails to generate significant
free cash flow during 2009 and in 2010, or if it fails to reduce
debt to about 6x before the end of 2010.  S&P does not expect to
raise the ratings in the near future unless ATD engages in
significant, permanent debt reduction.


A.P. PHARMA: To Transfer to Nasdaq Capital Market
-------------------------------------------------
A.P. Pharma disclosed that on October 26, 2009, the Company
received notice that the Nasdaq Listing Qualifications Panel has
granted the Company's request to transfer the listing of the
Company's common stock from The Nasdaq Global Market to The Nasdaq
Capital Market, which will take effect with the opening of the
market on Wednesday, October 28, 2009.  The Company's securities
will continue to trade on The Nasdaq Stock Market (Nasdaq) under
the symbol "APPA."

The Nasdaq Capital Market is a continuous trading market that
operates in the same manner as The Nasdaq Global Market and
includes the securities of approximately 450 companies.  All
companies listed on The Nasdaq Capital Market must meet certain
financial requirements and adhere to Nasdaq's corporate governance
standards.

As previously announced, the Company received notice on July 17,
2009, that it no longer satisfied the $10 million stockholders'
equity requirement for continued listing on The Nasdaq Global
Market.  At a subsequent hearing before the Panel, the Company
requested the transfer of its listing to The Nasdaq Capital Market
pursuant to an exception to satisfy the $2.5 million stockholders'
equity requirement for continued listing on that market.
Following the completion of the October 22, 2009 financing for
approximately $8.1 million, the Company's stockholders' equity
currently exceeds $2.5 million.  The Company is awaiting
acknowledgement by Nasdaq that it meets the $2.5 million
stockholders' equity requirement for continued listing on The
Nasdaq Capital Market.

Separately, as announced on September 21, 2009, the Company
received notice from Nasdaq that it did not satisfy the $1.00
minimum bid price requirement, and that the Company has been
granted through March 15, 2010 to regain compliance with the
minimum bid price requirement.  If the Company is not in
compliance with the minimum bid price requirement by that date,
the Company will be entitled to a second 180-calendar day grace
period, through September 13, 2010, to evidence compliance with
the minimum bid price requirement so long as the Company satisfies
all criteria for initial listing on The Nasdaq Capital Market
(except for bid price) as of March 15, 2010.  If the Company is
not eligible for an additional compliance period or if the Company
has not otherwise complied with the minimum bid price requirement,
Nasdaq will provide written notice to the Company that its
securities are subject to delisting.  At such time, the Company
could appeal the delisting determination to a Panel and the
Company's securities would remain listed pending a subsequent
decision by the Panel.

                         About A.P. Pharma

A.P. Pharma -- http://www.appharma.com/-- is a specialty
pharmaceutical company developing products using its proprietary
Biochronomer(TM) polymer-based drug delivery technology.  The
Company's primary focus is on its lead product candidate, APF530,
for the prevention of chemotherapy-induced nausea and vomiting.
The New Drug Application for APF530 was submitted to the U.S. Food
and Drug Administration (FDA) in May 2009 and accepted for review
in July 2009, at which time the FDA set a Prescription Drug User
Fee Act date of March 18, 2010.  The Company has additional
clinical and preclinical stage programs in the area of pain
management, all of which utilize its bioerodible injectable and
implantable delivery systems.


APPALACHIAN OIL: Court to Consider Disclosure Statement on Nov. 10
------------------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee is set to consider approval of
the disclosure statement explaining Appalachian Oil Co.'s Plan of
Liquidation on Nov. 10, 2009, at 9:00 a.m.  The hearing will be
held in the bankruptcy courtroom, James H. Quillen U.S.
Courthouse, 220 West Depot Street, Greeneville, Tennessee.

The Court has also fixed Nov. 6, 2009, as the last day for filing
and serving written objections to the Disclosure Statement.

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

The Plan is a liquidation plan that calls for the liquidation of
APPCO's remaining assets and the distribution of the proceeds
derived therefrom in accordance with the Plan.  APPCO has three
classes of creditors -- administrative claimants, priority
claimants and unsecured creditors.

According to the Disclosure Statement, the Plan provides that
holders of allowed administrative claims -- expected to aggregate
in excess of $750,000 -- will be paid 100% of their claims in cash
on or before the Effective Date of the Plan or soon thereafter as
practicable.

Holders of priority claims are expected to be paid in full.  The
Debtor scheduled total priority claims of $623,554 but now expects
the claims to be reduced to $250,000.  In accordance with
bankruptcy law, the balance of any individual claims for employees
in excess of $10,950 or that were earned more than 180 days prior
to the petition date will be treated as unsecured claims.

The Debtor did not state the estimated recovery by unsecured
creditors.  The Debtor scheduled total unsecured claims is
$7,189,924.  A total of 424 claims have been filed in the case
amounting to $77,941,196.  The Debtor estimates total allowed
unsecured claims ranging from $30 to $35 million.  This amount may
increase or decrease depending on the enforceability of the APPCO
corporate guaranties including the amount of the indebtedness due
from the principal obligors.

The Debtor assures that holders of allowed claims would obtain a
greater recovery from this estate through the Plan than if its
assets were liquidated under Chapter 7 of the Bankruptcy Code.

The Debtor anticipates securing sufficient funds to pay the
holders of administrative claims and priority claims in full but
these claimants will be treated as Impaired under the Plan.
Unsecured Creditors are impaired under the Plan.

The funding for the Plan will come from two sources, the committee
fund amounting of $675,798 and preference recoveries collected by
the Debtor.  The largest potential recoveries for the Debtor are:

                                    Payments Received Within
   Creditor                         90 Day Preference Period
   --------                         ------------------------
   AMOCO/BP                          $6,383,484
   CITGO Petroleum Corp.             $4,834,121
   Marathon Ashland Petroleum, LLC   $3,912,961
   Valero Marketing & Supply Co.     $1,070,427
   Conoco-Phillips                   $1,721,274
   LP Shanks11                       $1,301,000

There are also a number of other preference claims that are
available to the Debtor which range from $10,000 to $500,000.

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

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

Bountville, Tennessee-based Appalachian Oil Co. is a fuel
distributor and operator of 60 convenience stores.  It has
22.5 million-gallon terminal serving customers in six states.

Titan Global Holdings purchased Appco in September 2007.  Appco
operates 55 stores in Northeast Tennessee, Southwest Virginia, and
Southeast Kentucky.

Appalachian Oil sought Chapter 11 protection before the U.S.
Bankruptcy Court for the Eastern District of Tennessee on
February 9, 2009 (Case No. 09-50259).  Mark S. Dessauer, Esq., at
Hunter, Smith & Davis, in Kingsport, Tennessee, represents the
Debtor as counsel.  In its petition, the Debtor listed assets
between $10 million and $50 million and the same range of debt.

The Company's creditors with the biggest unsecured claims are BP
Plc's Amoco/BP, owed $2.41 million, and fuel distributor Crescent
Oil Co., owed $1.6 million.


ASSOCIATED MATERIALS: S&P Assigns 'CCC' Rating on $200 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating and '5' recovery rating to Associated Materials LLC's
proposed $200 million senior secured second-lien notes due 2016
based on preliminary terms and conditions.  The issue-level rating
is one notch below the 'CCC+' corporate credit rating.  The
recovery rating of '5' indicates S&P's expectation for modest
(10%-30%) recovery of principal in the event of payment default.
Proceeds from the proposed notes will be used to repay AMI's
existing senior subordinated notes and borrowings on its credit
facility.

At the same time, S&P affirmed the 'CCC+' corporate credit ratings
on Cuyahoga Falls, Ohio-based AMH Holdings LLC and its operating
subsidiary Associated Materials LLC.  Also, S&P affirmed its
'CCC-' issue-level rating (two notches below the corporate credit
rating) on AMH's senior discount notes due 2014.  The recovery
rating remains '6', indicating expectations of negligible (0%-10%)
recovery in the event of a payment default.  The outlook is
negative.

AMH is a holding company with no direct operations and depends on
cash flow from AMI to meet its debt obligations.  Standard &
Poor's Ratings Services views AMH and AMI as a consolidated
enterprise.

The affirmation follows AMH's recently announced proposed
refinancing, including the planned issuance of $200 million senior
secured second-lien notes due 2016 and repayment of credit
facility borrowings and AMI's senior subordinated notes due 2012.
"While the refinancing would extend the maturity profile for AMI's
debt, S&P's rating takes into account concerns regarding AMH's
high level of interest expense and expectations for limited near-
term EBITDA improvement given the challenging residential end
markets," said Standard & Poor's credit analyst Tobias Crabtree.
As a result, S&P expects AMH will need to take further actions to
address its highly leveraged capital structure, which could
include an additional refinancing or a potential debt exchange of
AMH's subordinated notes to reduce its burdensome interest
expense.  In addition, S&P expects AMH's financial profile to
remain highly leveraged, with debt to EBITDA remaining in excess
of 8x and funds from operations to debt below 10% over the next
several quarters.

The negative rating outlook reflects S&P's concerns about the weak
operating environment and the impact this will have on AMH's
operating performance throughout the next 12 to 18 months.  In
addition, interest coverage of 1x results in limited financial
flexibility should residential end markets fail to recover as in
S&P's projections.  S&P could lower the ratings if AMH's near-term
operating performance becomes weaker than expected, resulting in
excess availability under its ABL facility falling to less than
$30 million and EBITDA interest coverage remaining below 1x for a
sustained period.  S&P considers an outlook revision to stable
unlikely at this time given S&P's forecast for residential end
markets and the company's high cash interest burden.


BARRIER'S INC: Moving Ahead With Liquidation Sale on Monday
-----------------------------------------------------------
The Wichita Eagle reports that U.S. Bankruptcy Court Judge Dale
Somers has approved Barrier's Inc. liquidation sale, which will
start on Monday.  Barrier's will close after the sale -- which is
expected to bring $2.5 million in sales, of which $1,182,972 is
projected to be net profit -- ends in January 2010, The Wichita
Eagle states.  According to The Wichita Eagle, Marsden Brothers
Promotions will handle the sale, which Marsden's Katherine
Mitchell says will initially offer merchandise 30 to 70 percent
off retail prices.

Ed Nazar, Barrier's lawyer, said that a lack of a succession plan
coupled with a difficult economy and changing market conditions
led to the Company's collapse.  "We're here today because of the
unfortunate and untimely death of Jay Barrier," the report quoted
Mr. Nazar as saying.

Wichita, Kansas-based Barrier Inc. is the longtime jewelry store
at Douglas and Oliver.  It filed for Chapter 11 bankruptcy
protection on October 23, 2009 (Bankr. D. Kan. Case No. 09-13503).
The Company listed in its petition about $1,000,001 to $10,000,000
in assets and $500,001 to $1,000,000 in liabilities.  According to
the schedules, the Company has assets of $2,815,582, and total
debts of $932,788.


BARZEL INDUSTRIES: Panel Taps FTI Consulting as Financial Advisor
-----------------------------------------------------------------
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 FTI Consulting
Inc. as its financial advisor.

The firm has agreed to assist with, among other things:

   a) the assessment and monitoring of Debtors' short-term cash
      flow, liquidity, pre-petition claim payments and operating
      results;

   b) the review of supply chain issues including, but not limited
      to, critical vendor payments, reclamation claims, 503(b)(9)
      claims, and set offs;

   c) the review of the Debtors' corporate structure and the
      analysis of intercompany transactions;

   d) the evaluation of employee related-motions and issues
      including severance plans, bonus programs, employee
      retention programs, pensions and other post
      retirement benefits; and

   e) the review of any tax issues associated with, but not
      limited to, claims/stock trading, preservation of net
      operating losses, plans of reorganization, and asset sales.

The firm will be paid $75,000 for the period Oct. 2, 2009, to Nov.
15, 2009; $55,000 for the period Nov. 16, 2009, to Dec. 31, 2009,
and $25,000 per month beginning Jan. 1, 2010.

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.


BEAR CROSSING: Section 341(a) Meeting Slated for November 25
------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
of Bear Crossing LLC on Nov. 25, 2009, at 9:00 a.m., U.S. Custom
House, 721 19th St., Room 106 in Denver, Colorado.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Jupiter, Florida, Bear Crossing LLC filed for
Chapter 11 protection on Oct. 16, 2009 (Bankr. D. Col. Case No.
09-31927).  According to the schedules, the Company has assets of
$17,148,208, and total debts of $15,119,946.


BEAR CROSSING: Taps Kutner Miller as Attorney
---------------------------------------------
Bear Crossing LLC asks the U.S. Bankruptcy Court for the District
of Colorado for authority to employ Kutner Miller Brinen PC as its
attorney to, among other things, provide the Debtor with legal
advice with respect to its powers and duties.

The firm's attorney and their standard hourly rates:

   Lee M. Kutner, Esq.             $390
   David M. Miller, Esq.           $290
   Jeffrey S. Brinen, Esq.         $320
   Jenny M.F. Fujii, Esq.          $250
   Aaron A. Garber, Esq.           $270
   Heather E. Schell, Esq.         $200
   Benjamin H. Shloss, Esq.        $150

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

Headquartered in Jupiter, Florida, Bear Crossing LLC filed for
Chapter 11 protection on Oct. 16, 2009 (Bankr. D. Col. Case No.
09-31927).  According to the schedules, the Company has assets of
$17,148,208, and total debts of $15,119,946.


BERNARD MADOFF: Claim Payments Exceed Prior Brokers' Total
----------------------------------------------------------
As of noon E.D.T. on Tuesday, October 27, the total amount of
Securities Investor Protection Corporation advances committed to
customers in the Securities Investor Protection Act liquidation
proceeding for Bernard L. Madoff Investment Securities LLC (BLMIS)
has topped half a billion dollars ($534.25 million), with a total
of 2,861 direct customer claims determined to date, according to
BLMIS Trustee Irving H. Picard, Esq., a partner at Baker &
Hostetler LLP.

In another major milestone, Securities Investor Protection
Corporation President Stephen Harbeck announced that the SIPC
advances committed in the Madoff proceeding now exceeds the total
of all advances made in the 321 prior liquidations handled under
SIPA since the act creating the SIPC was passed by Congress in
1970.

In a briefing October 27 for reporters, Messrs. Picard and Harbeck
said that as of noon on October 27, 2009, SIPC committed advances
to Madoff customers now totals $534,250,113.22.  In SIPC's
previous liquidations of brokerage firms from 1970 up to the time
of the Madoff case, a total of $520 million has been advanced to
pay customers and for the expenses of those cases.

The $534.25 million in committed advances for the allowed customer
claims determined so far against BLMIS is a subset of the total
allowed claim figure of $4,436,428,689.94.

Mr. Picard said, "I am pleased to report that we have made
significant headway in recent months in the processing of BLMIS
customer claims under what have been very challenging
circumstances.  With more than $4.43 billion in customer claims
already allowed and advances of over half a billion dollars
committed by SIPC, the Trustee's office is working tirelessly to
ensure that every BLMIS customer with a valid claim is given full
consideration and handled as expeditiously as possible.  That will
continue to be our focus in the coming weeks and months."

Mr. Harbeck said, "The fact that one liquidation proceeding has
now involved more in advances from SIPC's reserve than all 321 of
the liquidations that preceded it is a testament to both the
wisdom of those who created this safety net for investors and the
resiliency of the safety net itself.  Much of the work done by
every trustee and his or her counsel is identifying and gathering
the assets of the member and distributing them in a fair and
equitable way to all customers of the failed brokerage.  Mr.
Picard, his counsel and consultants have done admirably in a
difficult proceeding to deliver on SIPC's mission."

The Securities Investor Protection Corporation is the U.S.
investor's first line of defense in the event a brokerage firm
fails, owing customer cash and securities that are missing from
customer accounts.  SIPC either acts as trustee or works with an
independent court-appointed trustee in a brokerage insolvency
case to recover funds. SIPC maintains a special reserve fund
authorized by Congress to help investors at failed brokerage
firms.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L.
Madoff orchestrated the largest Ponzi scheme in history, with
losses topping US$50 billion.

On December 15, 2008, the Honorable Louis A. Stanton of the
U.S. District Court for the Southern District of New York granted
the application of the Securities Investor Protection Corporation
for a decree adjudicating that the customers of BLMIS are in need
of the protection afforded by the Securities Investor Protection
Act of 1970.  The District Court's Protective Order (i) appointed
Irving H. Picard, Esq., as trustee for the liquidation of BLMIS,
(ii) appointed Baker & Hostetler LLP as his counsel, and (iii)
removed the SIPA Liquidation proceeding to the Bankruptcy Court
(Bankr. S.D.N.Y. Case No. 08-01789) (Lifland, J.).

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in
United States v. Madoff, No. 09-CR-213 (S.D.N.Y.).


BERRY PLASTICS: Moody's Gives Stable Outlook, Assigns 'B1' Rating
-----------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Berry
Plastics Corporation to stable from negative and assigned B1 and
Caa1 ratings respectively to the proposed first and second lien
debt issuances.  Additional instrument ratings are detailed below.

Berry, an Apollo Management, L.P., and Graham Partners portfolio
company, announced that it intends, subject to certain conditions,
to have two newly formed, wholly owned subsidiaries (the
"Issuers") issue $325 million of first priority senior secured
notes due 2015 and $295 million of second priority senior secured
notes due 2014.  The proceeds from this offering will be used to
acquire directly or indirectly (the "Acquisition") all of the
equity of Pliant Corporation ("Pliant"), to repay certain of
Pliant's then-outstanding indebtedness, to pay certain fees and
expenses related to such transactions and the offering and, to the
extent not used for such purposes, for general corporate purposes
and for acquisitions.  All proceeds of this offering will be
deposited, together with any additional amounts necessary to
redeem the notes, into a segregated escrow account until the
obligations of the Issuers under the notes are assumed by Berry
and certain other conditions are satisfied, including that the
Acquisition will occur substantially simultaneously with the
release.  Amounts held in escrow will be pledged for the benefit
of the holders of the Notes.  In addition, Berry expects to
increase the amount of lender commitments in the existing
revolving line of credit (not rated by Moody's) by $100 million
concurrently with the closing of the Acquisition subject to final
negotiations with the lenders thereunder and the satisfaction of
certain conditions precedent.

The revision of the outlook to stable reflects Berry's success
executing in a difficult operating and competitive environment and
adequate liquidity.  The company has cut costs, rationalized
capacity and improved operating performance and credit metrics
over the last 12 months.  Berry has also benefited from
repurchasing debt in the open market at prices well below face
value.  The increase in the revolver will bolster liquidity and
provide a cushion against negative variance in operating
performance and integration risk.  Despite the deterioration in
credit metrics and short term drag on operating performance from
the Pliant acquisition, Moody's believes the company will maintain
credit metrics within the rating category over the intermediate
term.

Pro-forma for the Pliant acquisition credit metrics will
deteriorate including an increase in total adjusted debt to EBITDA
to approximately 7.8 times and EBITA to interest expense of below
1.0 time (excluding potential synergies).  Despite the
deterioration in credit metrics, the acquisition offers
significant synergies with Berry's existing flexible plastics
segment and may also have a beneficial impact on the competitive
environment.  While integration costs and the time necessary to
achieve synergies will likely drag on operating performance and
credit metrics near term, Berry has demonstrated an ability to
effectively integrate acquisitions, cut costs and wring out
synergies.  Longer term, credit metrics are expected to improve as
synergies are achieved.  However, leverage is anticipated to
remain high as free cash flow is not expected to be significant
enough to allow a material reduction in debt.

Moody's took these rating actions for Berry Plastics Corporation:

* Assigned $325 million first priority senior secured floating
  rate notes due 2015, B1 (LGD 2 29%)

* Assigned $295 million second priority senior secured notes
  8.875% add on due 2014, Caa1 (LGD 5 75%)

* Affirmed $1,200 million senior secured term loan due 2015 B1
  (LGD 2 29% from LGD 3 31%)

* Affirmed $680 million first priority senior secured floating
  rate notes due 2015, B1 (LGD 2 29% from LGD 3 31%)

* Affirmed $525 million second priority senior secured notes
  8.875% due 2014, Caa1 (LGD 5 75% from LGD 4 69%)

* Affirmed $225 million second priority senior secured notes due
  in 2014, Caa1 (LGD 5 75% from LGD 4 69%)

* Affirmed $265 million senior subordinated notes due 2016, Caa2
  (LGD 6 92% from LGD 6 90%)

* Affirmed Corporate Family Rating, B3

* Affirmed Probability of Default Rating, B3;

* Affirmed Speculative Grade Liquidity Rating, SGL-3

Moody's took these rating actions for Berry Plastics Group, Inc.:

* $500 million senior unsecured term loan due 2014 ($74 million
  outstanding), Caa2 (LGD 6, 96%)

The rating outlook is revised to stable from negative.

The ratings are subject to receipt and review of the final
documentation.

Moody's last rating action on Berry Plastics Corp occurred on
April 28, 2009, when Moody's raised the company's PDR to B3 from
Ca/LD in accordance with Moody's distressed exchange policy
following the company's repurchase of its debt at prices well
below face value in the open market.

Based in Evansville, Indiana, Berry Plastics Corporation is a
supplier of plastic packaging products, serving customers in the
food and beverage, healthcare, household chemicals, personal care,
home improvement, and other industries.  Net sales for the twelve
months ended June 27, 2009, totaled approximately $3.4 billion.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  Revenue for the twelve months ended June 30, 2009,
was approximately $900 million.


BERRY PLASTICS: S&P Assigns 'B' Rating on $325 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that based on preliminary
terms and conditions, it assigned its 'B' senior secured debt
rating to the proposed offering of $325 million of first-priority
senior secured notes due 2015, which Berry Plastics Escrow LLC and
Berry Plastics Escrow Corp will jointly issue.  The recovery
rating is '2', indicating S&P's expectation for substantial (70%-
90%) recovery for the holders of these notes in the event of a
payment default.

Also based on preliminary terms and conditions, Standard & Poor's
assigned a 'CCC' senior secured debt rating to the same issuers'
proposed offering of $295 million of second-priority senior
secured notes due 2014.  The recovery rating is '6', indicating
S&P's expectation for negligible (0%-10%) recovery for second-lien
noteholders in the event of a payment default.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit ratings on Berry and its parent holding company.  The
outlook remains stable.

In addition, based on S&P's updated recovery analysis, S&P lowered
the senior secured debt ratings on Berry's existing first-lien
debt to 'B' from 'B+' and revised the recovery rating to '2' from
'1'.  Also, S&P lowered the ratings on the company's existing
senior secured second-lien debt to 'CCC' from 'CCC+' and revised
the recovery rating to '6' from '5'.  All other issue and recovery
ratings are unchanged.

The proceeds will be in escrow until the Pliant Corp. acquisition
closes, at which time Berry Plastics Corp. will become the
successor obligor on the notes and will assume the escrow
subsidiaries' obligations under the notes.  The notes will be
issued under Rule 144a with registration rights.  The new second-
lien notes will constitute an increase to Berry's existing
$525 million 8.875% fixed-rate second-priority senior secured
notes due 2014.

The ratings on Evansville, Ind.-based Berry reflect the risks
associated with the company's highly leveraged financial profile
and acquisition-driven growth strategy as well as its fair
business risk profile.

Berry is a leading producer of rigid plastic packaging products
for relatively stable dairy, food, beverage, health care, and
other consumer product applications.  The company also
manufactures flexible packaging products that serve in part more
cyclical end markets.

Berry is acquiring Pliant, which is currently undergoing a
reorganization under Chapter 11 of the U.S. Bankruptcy Code, for
$620 million in cash (including transaction fees and expenses) and
the assumption of $21 million of capital leases The $641 million
purchase price represents a 7.8x multiple of Pliant's EBITDA for
the 12 months ended Sept. 30, 2009 (5.0x after $45 million of
anticipated synergies).

Pliant is a leading manufacturer of films and flexible packaging
for food, personal care, medical, agricultural, and industrial
applications.  However, S&P regard its business as highly
competitive and likely to continue to have lower margins than most
of Berry's businesses.  In addition, Pliant historically was
unable to pass through changes in plastic resin costs to its
customers on a timely basis and ran into difficulty when resin
prices spiked sharply in 2008.  "We assume Berry's management can
address this issue, and S&P believes that the acquisition of
Pliant will broaden Berry's product mix but will make Berry
slightly more cyclical," noted Standard & Poor's credit analyst
Cynthia Werneth.  With respect to the financial risk profile, if
Berry achieves the synergies it is targeting in the Pliant
acquisition, the transaction should reduce leverage slightly.
The outlook is stable.  Despite the potential for some
deleveraging through acquisition synergies and additional cost
savings in its base business, S&P believes Berry will likely
pursue further debt-financed acquisitions, thus keeping debt
leverage high.  If, however, adjusted debt to EBITDA were to
decline to about 6x and appear unlikely to increase again, with
funds from operations to debt of about 10%, S&P could consider
raising the rating slightly.  A downgrade would most likely result
from a large, debt-financed acquisition; an unexpected,
substantial erosion of liquidity; or another distressed debt
exchange.


BSC DEV'T: New Buffalo Statler Makes $261,000 Payment for Towers
----------------------------------------------------------------
Dave McKinley at wgrz.com reports that New Buffalo Statler
Redevelopment, which won the auction for Buffalo's Statler Towers,
has made a required $261,000 payment to the court-appointed
trustee, Morris Horwitz.  According to wgrz.com, New Buffalo
Statler agreed to make an additional $30,000 payment to the
trustee to cover court and legal fees associated with the deal.
New Buffalo Statler, says wgrz.com, has until November 30 to pay
the $800,000 balance of their $1.3 million bid.

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


BUILDERS FIRSTSOURCE: Posts $15.2MM Net Loss in 2009 Third Quarter
------------------------------------------------------------------
Builders FirstSource, Inc. reported a net loss of $15.2 million
for the three months ended September 30, 2009, compared with a net
loss of $18.9 million in the comparable period last year.

Sales for the quarter ended Sept. 30, 2009, were $188.9 million, a
29.0% decrease from sales of $266.0 million for the three months
ended Sept. 30, 2008.  The decrease is largely due to an 18.1%
decline in housing starts in the Company's markets, coupled with a
12.8% decline in market prices for lumber and lumber sheet goods
from the same period a year ago.

Gross margin for the quarter was $39.4 million, a $17.0 million
decrease from last year.

Selling, general and administrative expenses decreased
$20.3 million, or 29.2% from last year.  As a percentage of sales,
selling, general and administrative expenses decreased from 26.2%
in 2008 to 26.1% in 2009.

Loss from continuing operations was $15.9 million, compared to a
loss of $15.6 million in the same quarter last year.

For the nine months ended September 30, 2009, the Company reported
a net loss of 68.4 million on sales of $523.9 million, compared
with a net loss of $80.6 million on sales of $799.1 million in the
same period of 2008.

Loss from continuing operations was $63.1 million, compared to a
loss of $72.4 million in the same nine months last year.

At September 30, 2009, the Company's consolidated balance sheets
showed $435.3 million in total assets, $398.3 million in total
liabilities, and $37.0 million in total stockholders' equity.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?47c5

At September 30, 2009, the Company had $92.0 million of usable
cash, which the Company believes is sufficient to meet its
anticipated needs, including contractual obligations for the next
twelve months.  Based upon current housing conditions, the Company
expects to use $50-$55 million of cash over the next twelve months
to fund cash operating losses, capital expenditures, and cash
interest expense.

As reported in the Troubled Company Reporter on October 26, 2009,
the Company unveiled a $205 million common stock rights offering
and debt exchange for its outstanding Second Priority Senior
Secured Floating Rate Notes due 2012.  The Company expects to
raise up to $205 million of new equity by way of a rights offering
to its stockholders to purchase common stock at a subscription
price of $3.50 per share.  The Company intends to use $75 million
of the proceeds of the rights offering for general corporate
purposes and to use any incremental proceeds to repurchase a
portion of the Company's 2012 notes.  Holders of the 2012 notes
will exchange, at par, their 2012 notes for cash, new notes with
an interest rate of LIBOR (subject to a 3.0% floor) plus 1000
basis points that will mature in 2016, or a combination of cash
and new notes, subject to proration.  To the extent that the gross
proceeds of the rights offering are less than $205 million,
holders of the 2012 notes will convert a portion of the 2012 notes
into common stock at an exchange price equal to the subscription
price of the rights offering.

The transaction will benefit the Company by:

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

     -- deleveraging the Company's balance sheet; and

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

Cash provided by operating activities was $9.7 million for the
nine months ended September 30, 2009, compared to cash used in
operating activities of $23.3 million for the nine months ended
September 30, 2008.  Cash provided by operating activities in the
first nine months of 2009 was primarily driven by the receipt of
approximately $32 million in income tax refunds during the second
quarter of 2009 and by reductions in working capital due to
declining sales volume.  Cash used in operating activities in 2008
was primarily driven by a higher net loss combined with a less
pronounced decrease in working capital, primarily due to a
$13.2 million increase in income tax receivables.

During the nine months ended September 30, 2009, cash used in
investing activities was $274,000 compared to cash used of
$4.1 million in the same period of 2008.  This decrease was
primarily due to a reduction in capital expenditures of
$5.6 million.

For the nine months ended September 30, 2009, cash used in
financing activities was $20.0 million, the result of a
$20.0 million pay down on the Company's revolving credit facility.
For the nine months ended September 30, 2008, cash provided by
financing activities was $61.0 million, primarily due to
$60.0 million in borrowings under the Company's revolving credit
facility.

At September 30, 2009, the Company had total long-term debt,
including current maturities, of $299.2 million, compared to
$319.2 million at December 31, 2008:

     Revolving credit facility     $20,000,000    $40,000,000
     Floating rate notes          $275,000,000   $275,000,000
     Other                           4,194,000     $4,226,000
                                  ------------   ------------
                                  $299,194,000   $319,226,000

                    About Builders FirstSource

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

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

                           *     *     *

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

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


BUILDERS FIRSTSOURCE: S&P Assigns 'CCC' Rating on $145 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Dallas-based manufacturer and supplier of
residential new construction building products Builders
FirstSource Inc.'s proposed $145 million second-lien floating rate
notes due 2016 based on preliminary terms and conditions.  S&P
rate the proposed notes 'CCC' (one notch below S&P's expected
'CCC+' corporate credit rating) with a '5' recovery rating,
indicating its expectation for modest (10% to 30%) recovery in the
event of a payment default.

S&P also lowered its corporate credit rating on BLDR to 'CC' from
'CCC+'.  At the same time, S&P lowered the issue-level rating on
the company's existing second-lien secured debt to 'C' from 'CCC'.
S&P also removed the ratings from CreditWatch with negative
implications, where they were placed on Sept. 1, 2009.

"The rating actions follow BLDR's announcement that it is offering
to exchange up to $145 million of proposed new second-lien
floating rate notes due 2016 and up to $130 million in cash for
its existing $275 million second-lien floating debt due 2012.  The
debt and cash exchange would be at par, while the maturity would
be extended beyond the original maturity of the existing notes,"
said Standard & Poor's credit analyst Andy Sookram.

To fund the cash portion of the exchange offer, BLDR plans to
raise up to $205 million via a rights offering to its
stockholders.

The offer is subject to several conditions, including
stockholders' approval, the exchange of at least 95% of the notes,
and court approval of the agreement to settle lawsuits relating to
the previous recapitalization plan proposed by its two largest
shareholders, JLL Partners Fund V L.P.  and Warburg Pincus Private
Equity IX L.P.  BLDR indicated that about 83% of existing
bondholders have indicated their support for the transaction.

Upon completion of the contemplated transaction, S&P will lower
the corporate credit rating to 'SD' (selective default) and the
issue-level rating to 'D'.  As soon as possible thereafter, S&P
will reassess the corporate credit rating.

The outlook is negative, reflecting S&P's expectation that S&P
will lower the corporate credit rating on BLDR to 'SD' following
the completion of the exchange offer.


CANARGO ENERGY: Files Prepack Chapter 11 in Manhattan
-----------------------------------------------------
CanArgo Energy Corp. filed a Chapter 11 petition October 28 in
New York (Bankr. S.D.N.Y. Case No. 09-16453) along with agreement
for turning the stock over to holders of the 12 percent
subordinated convertible notes and unsecured creditors.

The petition listed assets of $2.6 million against debt totaling
$19.8 million. In addition to the $12.3 million in subordinated
convertible notes, CanArgo owes $5.3 million to senior secured
lenders.  CanArgo says it's based on the Island of Guernsey.

According to Bill Rochelle at Bloomberg News, the proposed plan
calls for giving the senior lenders new secured debt.  The
subordinated noteholder would have all of the new equity, although
they will share the stock pro rata with general unsecured
creditors if they accept the plan.  The plan calls for a rights
offering where the noteholders and unsecured creditors could
participate.  The noteholders are offering to provide $1.2 million
in financing for the Chapter 11 effort.

CanArgo Energy Corp. is an independent oil and gas exploration and
production company operating primarily in the Republic of Georgia.

CanArgo's balance sheet listed assets of $58.1 million and
$20.7 million in liabilities in September 2008.


CAPITAL CORP: TRUPS Claimants Deadline to Vote on Plan Dec. 9
-------------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California approved Capital Corp of the West's
solicitation and voting procedures for the TRUPS Claimants.

The Court has set Nov. 3, 2009 as the deadline for which the
Debtor must mail solicitation packages and other notices to the
persons identified by the record date.  The ballots for accepting
or rejecting the Plan must be received by Dec. 9, 2009.

In a separate motion, the Debtor filed its first amended
disclosure statement and its Plan of Liquidation.

A full-text copy of the first amended disclosure statement
accompanying Capital Corp of the West's plan of liquidation is
available for free at:

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

A full-text copy of the first amended Plan of Liquidation is
available for free at:

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

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

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

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

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


CAPMARK FINANCE: Mortgage Servicer Ratings Still on Watch Evolving
------------------------------------------------------------------
Fitch Ratings' commercial mortgage-backed securities (CMBS)
servicer ratings for Capmark Finance Inc. (Capmark) remain on
Rating Watch Evolving as follows:

   -- Primary servicer 'CPS2-';

   -- Master servicer 'CMS3-';

   -- Special servicer 'CSS2-'.

The Rating Watch Evolving status takes into account today's
downgrade of Capmark Financial Group Inc.'s Issuer Default Rating
to 'D' from 'C' by Fitch's Financial Institutions Group in
response to Capmark's filing for bankruptcy protection under
Chapter 11. A hearing has been scheduled for Oct. 27, 2009 for
First Day Motions.  On Sept. 2, 2009 Capmark announced that they
entered into a put option agreement to sell its servicing and
origination operations to Berkadia Commercial Mortgage LLC
(Berkadia), a partnership between Berkshire Hathaway Inc. and
Leucadia National Corporation.  Berkadia has indicated to Fitch
that it expects to retain all of Capmark's servicing management
and staff.

The Rating Watch Evolving status indicates that Fitch may
downgrade, upgrade or affirm Capmark's CMBS servicer ratings
depending upon whether the Berkadia purchase is completed. Fitch
will continue to monitor servicing quality at Capmark and will
provide commentary as conditions warrant. Capmark has provided
evidence of adequate liquidity to fulfill advancing obligations
over the short-term. The company is also maintaining its
management and servicing staff. Fitch does not anticipate any
ratings action on the CMBS transactions that Capmark services,
because disruption to servicing is not anticipated (disruptions
due to either the bankruptcy filing or any servicing transfers as
a result of the potential sale to Berkadia). A list of Fitch rated
transactions follows below.

As of June 30, 2009, Capmark's total servicing portfolio was
comprised of 35,507 loans with an unpaid principal balance of
$270.1 billion, of which 16,712 loans totaling $131.1 billion were
CMBS. As of the same date, the company was named special servicer
on 8,618 loans in 113 CMBS transactions with an outstanding
balance of $47.5 billion. Capmark was actively specially servicing
280 CMBS loans totaling $2.4 billion, and managing 57 CMBS real
estate owned properties valued at $342.9 million.

Fitch rates commercial mortgage primary, master, and special
servicers on a scale of 1 to 5, with 1 being the highest rating.
Within each of these rating levels, Fitch further differentiates
ratings by plus (+) and minus (-) as well as the flat rating. For
more information about Fitch commercial mortgage servicer ratings
or rating criteria, refer to the report titled 'U.S. Commercial
Mortgage Servicer Rating Criteria' dated June 19, 2009 and
available at http://www.fitchratings.com/


CAPMARK FINANCIAL: Proposes to Protect NOL Carryforwards
--------------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
authority to protect and preserve the potential value of their net
operating losses and other tax attributes, including tax credits
and tax basis in their assets, by establishing, pursuant to
Sections 105(a), 362, and 541 of the Bankruptcy Code, certain
notice and hearing procedures that must be complied with as a
precondition to the effectiveness of transfers of certain
beneficial interests in equity securities or claims against the
Debtors.  The Debtors assert that those transfers, if unmonitored
and unrestricted, could severely limit or preclude their ability
to use a valuable asset of their estates -- their Tax Attributes.

Specifically, the Debtors note, the transfers of beneficial
interests in equity securities could adversely affect their Tax
Attributes if:

  (a) too many 5-percent or greater blocks of equity securities
      are created, or too many shares are added to or sold from
      those blocks, such that, together with previous transfers
      by 5-percent shareholders during the preceding three-year
      period, an ownership change within the meaning of Section
      382 of the International Revenue Code of 1986, as amended,
      is triggered prior to consummation, and outside the
      context, of a confirmed Chapter 11  plan; or

  (b) the beneficial ownership of claims against the Debtors
      that are currently held by "Qualified Creditors," as
      defined for U.S. federal income tax purposes, is
      transferred, prior to consummation of a Chapter 11 plan,
      and those claims would be converted under a Chapter 11
      plan into a 5-percent or greater block of the stock of a
      reorganized Debtor.

The Debtors assert that by establishing procedures for monitoring
the ownership, acquisition and disposition of beneficial
interests in claims and equity securities, they can preserve
their ability to seek substantive relief at the appropriate time
if it appears that the use of their Tax Attributes may be
jeopardized.

Accordingly, the Debtors ask the Court to enter an order (i)
establishing procedures and (ii) determining that any transfer of
beneficial interests in claims and equity securities in violation
of these procedures will be void ab initio:

(a) Procedure for Transfers of CFGI Stock

  (i) Any person or entity that beneficially owns CFGI Stock in
      an amount sufficient to qualify that person or entity a
      Substantial Equityholder must file with the Court a notice
      of that status on or before the later of (A) 20 business
      days after the effective date of the notice of entry of
      the Order or (B) 10 business days after becoming a
      Substantial Equityholder.

(ii) At least 15 business days prior to the effective date of
      any transfer of CFGI Stock that would result in an
      increase in the amount of CFGI Stock beneficially owned by
      a person or entity that is or subsequently becomes a
      Substantial Equityholder or would result in a person or
      entity becoming a Substantial Equityholder, that person or
      entity must file with the Court advance written notice of
      the intended transfer of CFGI Stock.

(iii) At least 15 business days prior to the effective date of
      any transfer of CFGI Stock that would result in a decrease
      in the amount of CFGI Stock beneficially owned by a person
      or entity that is a Substantial Equityholder, that person
      or entity must file with the Court advance written notice
      of the intended transfer of CFGI Stock.

(iv) The Debtors will have 10 business days after receipt of a
      Notice of Proposed Transfer to file with the Court and
      serve on the person or entity providing that Notice of
      Proposed Transfer an objection to any proposed transfer on
      the grounds that the transfer might adversely affect the
      Debtors' ability to utilize their Tax Attributes.  If the
      Debtors file an objection, the transaction in the Notice
      of Proposed Transfer will not be effective unless approved
      by final and nonappealable order of the Court.  If the
      Debtors do not object within that 10 business day period,
      the transaction in the Notice of Proposed Transfer may
      proceed solely as set forth in the Notice of Proposed
      Transfer.

(b) Procedure For Transfers of Claims

  (i) Any person or entity that beneficially owns a claim
      against any Debtor and that currently is or becomes a
      Substantial Claimholder must file with the Court a notice
      of that status on or before (A) 20 business days after the
      effective date of the notice of entry of the Order or (B)
      10 business days after becoming a Substantial Claimholder.

(ii) At least 15 business days prior to the effective date of
      any transfer of Claims that would result in an increase in
      the amount of aggregate Claims beneficially owned by a
      person or entity that is or subsequently becomes a
      Substantial Claimholder or would result in a person or
      entity becoming a Substantial Claimholder, that person or
      entity must file with the Court advance written notice of
      the intended transfer of Claims, regardless of whether
      that transfer would be subject to the filing, notice, and
      hearing requirements of Rule 3001 of the Federal Rules of
      Bankruptcy Procedure.

(iii) At least 15 days prior to the effective date of any
      transfer of Claims that would result in a decrease in the
      amount of aggregate Claims beneficially owned by a person
      or entity that  is a Substantial Claimholder or would
      result in a person or entity ceasing to be a Substantial
      Claimholder, that person or entity must file with the
      Court advance written notice regardless of whether that
      transfer would be subject to filing, notice, and hearing
      requirements of Rule 3001 of the Federal Rules of
      Bankruptcy Procedure.

(iv) The Debtors will have 10 business days after receipt of a
      Notice of Proposed Transfer to file with the Court and
      serve on person or entity providing that Notice of
      Proposed Transfer an objection to any proposed transfer of
      Claims on the grounds that the transfer might adversely
      affect the Debtors ability to utilize their Tax
      Attributes.  If the Debtors file an objection, the
      transaction will not be effective unless approved by a
      final and nonappealable order of the Court.

         Significance of the Debtors' Tax Attributes

The Debtors relate that as of December 31, 2008, they had, for
U.S. federal income tax purposes, NOLs and capital loss
carryforwards of approximately $824 million and tax credits of
approximately $203 million.  The Debtors project significant
additional NOLs for their 2009 taxable year.

IRC Sections 39(a), 59(e), 172(b) and 904(c) permit corporations
to carry forward Tax Attributes to offset future taxable income
an tax liabilities, thereby significantly improving their cash
position.  Thus, the Debtors maintain that their Tax Attributes
are a valuable asset of their estates, and the availability of
those Tax Attributes may facilitate their successful
reorganization.

                      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 Fr? res & 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 Capmark Financial
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Capmark Financial Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000)


CARABEL EXPORT: Court to Consider Plan Outline on November 2
------------------------------------------------------------
Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the
District of Puerto Rico will consider the adequacy of the
disclosure statement explaining Carabel Export and Import, Inc.'s
Chapter 11 Plan on Nov. 2, 2009, at 9:30 a.m.

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

Under the Plan, retained professionals and the U.S. trustee fees
will be paid in full.  Other holders of administrative expense
claims would only recover 45% of their claims and will be paid
from the $300,000 carve out established by Continental Tiles Inc.
and Westernbank Puerto Rico.

Secured lender Westernbank Puerto Rico will receive the proceeds
of the sale of Debtor's assets to Continental Tiles, Inc.,
amounting to $6,500,000, plus any funds arising from Debtor's
accounts receivable and Debtor's balance of available cash, for an
estimated 35% recovery.  The balance of Westernbank's claim for
$18,541,094 is dealt with under Class 5 as a General Unsecured
Claim.

As per the settlement agreement between Debtor and Firstbank
Puerto Rico dated August 13, 2009, Debtor agreed to surrender
Firstbank's collateral thereto.  Any deficiency in Firstbank's
claim will be dealt with under Class 5 as a General Unsecured
Claim.

On or before the Effective Date, Debtor will surrender Popular
Auto's collateral thereto.  Any deficiency in Popular Auto's Claim
will be dealt with under Class 5 as a General Unsecured Claim.

Priority tax claims estimated to total $8,863,569 won't be paid.
The holders of allowed general unsecured claims against Debtor
also won't receive distributions and are deemed to reject the
Plan.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/CARABELEXPORT_DS.pdf

Based in Caguas, Puerto Rico, Carabel Export and Import Inc., dba
ItalCeramica, and its affiliates filed separate Chapter 11
petitions on December 30, 2008 (Bankr. D. P.R. Lead Case No.
08-08956).  The Hon. Enrique S. Lamoutte Inclan oversees the case.
Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law
Office, in San Juan, Puerto Rico, represents the Debtors.
When it filed for bankruptcy, Carabel disclosed $14,544,289 in
total assets, and $26,957,250 in total debts.


CDS DEVELOPMENT: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CDS Development LLC
        1 Roger Road
        Great Barrington, MA 01230

Bankruptcy Case No.: 09-31897

Chapter 11 Petition Date: October 27, 2009

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

Judge: Henry J. Boroff

Debtor's Counsel: Richard I. Isacoff, Esq.
                  100 North Street, Suite 405
                  Pittsfield, MA 01201
                  Tel: (413) 443-8164
                  Fax: (413) 443-8171
                  Email: rii@isacofflaw.com

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

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

According to the schedules, the Company has assets of $1,318,300,
and total debts of $582,800.

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

             http://bankrupt.com/misc/mab09-31897.pdf

The petition was signed by Roger Brownson, president of the
Company.


CENTAUR LLC: S&P Downgrades Corporate Credit Rating to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Indiana-based Centaur LLC to 'D'.

The ratings downgrade follows the company's failure to make
interest payments (due Oct. 27) on its first- and second-lien term
loans, as conveyed by management.  A payment default has not
occurred relative to the legal provision of the credit agreement
because there is a five-day grace period in which to make the
interest payment.  However, S&P considers a default to have
occurred, even if a grace period exists, when the nonpayment is a
function of the borrower being under financial distress, unless
S&P is confident that the payment will be made in full during the
grace period.


CENTAUR PA: Files Chapter 11 in Delaware
----------------------------------------
Centaur PA Land LP and its affiliate Valley View Downs LP filed
Chapter 11 petitions in Delaware.  The companies filed for
bankruptcy on October 27 (Bankr. D. Del. Case No. 09-13760).

Bill Rochelle relates that the Indianapolis, Indiana-based Centaur
and Valley View listed assets of $148 million and debt totaling
$297 million.  Together with non-bankrupt affiliates, the
companies have horse racing and gambling facilities in five
markets in Indiana and Colorado.  They are developing the bankrupt
property in Pennsylvania.

The Pennsylvania project, located 55 miles from Pittsburgh, is to
be called Valley View Downs and Casino. It's proposed to have
harness racing 150 days a year and daily simulcasting, along with
slot machines.

According to the report, a court filing says Chapter 11 appears
the best method for making arrangements so lenders will renew a
$50 million letter of credit deposited with Pennsylvania gaming
regulators.  Absent the letter of credit, the companies won't be
able to proceed with their application for a gaming license in
Pennsylvania.  The companies are affiliated with closely held
Centaur Inc.  Centaur completed a $1 billion financing in November
2007, the Pennsylvania Web site says.  No other Centaur affiliates
sought bankruptcy protection.

A bankruptcy court filing says the Debtors are obligated on a $382
million first-lien debt and a $190 million second-lien facility.


CHAI INVESTMENT: Wants to Hire Engelman Berger as Legal Counsel
---------------------------------------------------------------
Chai Investment Group LLC asks the U.S. Bankruptcy Court for the
District of Arizona for permission to employ Engelman Berger P.C.
as its legal counsel.

The firm has agreed to, among other things:

   a) advise the Debtor with respect to its powers and duties as
      debtor-in-possession in the continued management and
      operation of its business and property;

   b) represent the Debtor at the U.S. Trustee interview, first
      meeting of creditors and all Court hearings, adversary
      proceedings or contested matters that have been or may be
      filed herein;

   c) attend meetings and negotiating with representatives of
      creditors and other parties-in-interest and advising and
      consulting on the conduct of this bankruptcy case, including
      all of the legal and administrative requirements of
      operating in Chapter 11;

   d) assist the Debtor with the preparation of its Schedules of
      Assets and Liabilities and Statements of Financial Affairs;
      and

   e) advise the Debtor with respect to any contemplated sales
      of assets and business combinations, formulating and
      implementing appropriate closing procedures for such
      transactions, and preparing and prosecuting all motions
      and pleadings necessary to obtain the Court's authorization
      for such transactions;

The firm will be paid at these hourly rates:

      Shareholders         $350-$425
      Associates           $250-$285
      Paralegals           $150

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

Based in Socttsdale, Arizona, Chai Investment Group LLC filed for
Chapter 11 protection on October 16, 2009 (Bankr. D. Ariz. Case
No. 09-26275).  In its petition, the Debtor listed both assets and
debts between $10 million and $50 million.


CHRYSLER FINANCIAL: Pay Czar Raises Base Pay
--------------------------------------------
David Enrich and Deborah Solomon at The Wall Street Journal report
that the U.S. Treasury Department pay czar Kenneth Feinberg
substantially increased regular salaries, after disclosing last
week sharp cuts in total compensation at the finance and auto
companies under his control.

Mr. Feinberg oversees these firms that accepted bailout packages:

     -- American International Group Inc.,
     -- Citigroup Inc.,
     -- Bank of America Corp.,
     -- General Motors Corp.,
     -- GMAC Financial Services,
     -- Chrysler Group, and
     -- Chrysler Financial.

According to The Journal, Mr. Feinberg decided last week that 136
employees and executives working at the seven companies will earn
much less this year than in 2008, even after accounting for the
rise in regular salaries.  The Journal states that Mr. Feinberg
then increased base salaries at companies when the banks
complained.  Mr. Feinberg, says The Journal, adjusted base
salaries for the bulk of those employees, in some cases boosting
them by hundreds of thousands of dollars.  The Journal notes that
on average, base salaries climbed to $437,896 per year as a result
of Mr. Feinberg's review, compared with $383,409 previously, a 14%
increase.  The Journal states that of the 136 employees, about 89
saw their base salaries increase.

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

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

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

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


CHRYSLER LLC: Court OKs Jones Day's $21.3MM Fee for 4 Months Work
-----------------------------------------------------------------
Jones Day, lead bankruptcy counsel for Old CarCo LLC, formerly
Chrysler LLC, received the Bankruptcy Court's approval to be paid
$21.3 million in fees and expenses covering the first four months
of the case through Aug. 31, Bill Rochelle at Bloomberg news said.
The U.S. government isn't allowing comparatively small amounts of
the funding it provides for the liquidation to be used toward
payment of Jones Day fees incurred in connection with preserving
lenders' collateral.

The Jones Day fees were part of $45 million in fees for 10
professional firms previously given tentative approval by the
bankruptcy judge.

                        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: Bonds Show Bankruptcy Inevitable as Swap Expires
-----------------------------------------------------------
Pierre Paulden and Caroline Salas at Bloomberg News report that
CIT Group Inc. bond and credit-default swap prices show that
investors are betting that CITG will file for bankruptcy after a
debt exchange is set to expire October 29.

According to the report, since CIT Chief Executive Officer Jeffrey
Peek started a $30 billion debt swap Oct. 1, the company's notes
due Nov. 3 have dropped 12 cents to 68 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. Holders of the $500
million in notes are being offered 90 cents on the dollar in new
debt and equity in an out-of-court exchange.  They would get 70
cents on the dollar in bonds and new stock in a pre-packaged
bankruptcy.

"We believe they will file for bankruptcy within the week,
provided nothing unexpected occurs," Adam Steer, an analyst
with CreditSights Inc. in New York, said in a telephone
interview with Bloomberg.

The CIT notes due Nov. 3 gained 1 cent to 68 cents on the dollar
as of 3:14 p.m. on October 29, Trace data show.  The company's
$548 million 5.65 percent notes due in 2017 fell 2.5 cents to 64.5
cents on the dollar as of 4:05 p.m. in New York, Trace data
show.

The cost to protect CIT debt against default for five years
has risen 5.4 percentage points to 39.4 percent upfront since
Sept. 30, according to CMA DataVision, Bloomberg said.  That means
it would cost $3.94 million initially and $500,000 annually to
protect $10 million of CIT bonds from default for five years.

Bloomberg explains the cost of the credit-default swaps implies
that traders have priced in an 86.5 percent chance that the
company will default within five years, a standard pricing model
used by Bloomberg shows. The model assumes investors could recover
40 cents on the dollar in a bankruptcy proceeding.

"The credit-default-swap market is telling you default is
imminent," Kevin Starke, an analyst at CRT Capital Group LLC in
Stamford, Connecticut, said in a telephone interview. "The bond
prices are indicating the pre-pack is likely."

                         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, by, among others things, shortening maturities
by six months for all new notes and junior credit facilities.

Carl Icahn sent a letter to CIT Group's board 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 as of
October 16, 2009 through a supplement dated October 23, 2009.  The
supplement reflects changes that are expected to build additional
bondholder support.  The supplement is available at
http://researcharchives.com/t/s?477c

On October 27, Mr. Icahn sent a letter saying its 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., which would be on superior terms and would save
$100 million in fees.  Mr. Icahn separately announced 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.

CIT Group on October 28 announced that it has expanded its current
$3 billion senior secured credit facility by an additional $4.5
billion arranged by Bank of America.  It said it rejected Mr.
Icahn's offer after the latter failed to provide evidence of his
ability to fund the commitment.

                        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.


CITIGROUP INC: Pay Czar Raises Base Pay
---------------------------------------
David Enrich and Deborah Solomon at The Wall Street Journal report
that the U.S. Treasury Department pay czar Kenneth Feinberg
substantially increased regular salaries, after disclosing last
week sharp cuts in total compensation at the finance and auto
companies under his control.

Mr. Feinberg oversees these firms that accepted bailout packages:

     -- American International Group Inc.,
     -- Citigroup Inc.,
     -- Bank of America Corp.,
     -- General Motors Corp.,
     -- GMAC Financial Services,
     -- Chrysler Group, and
     -- Chrysler Financial.

According to The Journal, Mr. Feinberg decided last week that 136
employees and executives working at the seven companies will earn
much less this year than in 2008, even after accounting for the
rise in regular salaries.  The Journal states that Mr. Feinberg
then increased base salaries at companies when the banks
complained.  Mr. Feinberg, says The Journal, adjusted base
salaries for the bulk of those employees, in some cases boosting
them by hundreds of thousands of dollars.  The Journal notes that
on average, base salaries climbed to $437,896 per year as a result
of Mr. Feinberg's review, compared with $383,409 previously, a 14%
increase.  The Journal states that of the 136 employees, about 89
saw their base salaries increase.

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.


CITY OF PRICHARD: Files Chapter 9 Petition
------------------------------------------
The city of Prichard, Alabama, a suburb of Mobile, filed for
municipal reorganization for a second time in eight years.  The
Chapter 9 petition filed Oct. 27 in Mobile says that assets and
debt both exceed $10 million.

According to Bloomberg's Bill Rochelle, Prichard says it is having
a "substantial under-funded pension obligation."  Net revenue in
fiscal 2009 was $10.1 million while net operating expenses were
$600,000 greater.  Prichard has a population of 25,000.


CLASSICSTAR LLC: Founders Plead Guilty to Fraud Conspiracy
----------------------------------------------------------
Glenye Cain Oakford at Daily Racing Form reports that ClassicStar
LLC co-founders David and Spencer Plummer have pleaded guilty to
conspiracy to commit tax fraud through a complex mare-lease
program.

The Justice Department and the Internal Revenue Service said in a
joint statement that David Plummer, his son Spencer, and Terry
Green -- a certified public accountant who assisted the Plummers
with the mare-lease program -- pleaded guilty on Monday at a
federal court hearing in Oregon.  ClassicStar, says Daily Racing
Form, advertised its mare-lease program as a tax shelter for the
wealthy, but the Justice Department called the program "a
fraudulent tax product" through which investors reported
fraudulent deductions.  "The investors in the mare-lease program
filed tax returns with the IRS claiming false tax deductions of
over $500 million, which resulted in a tax loss to the government
of over $200 million," the Justice Department and the IRS said in
a statement.

According to Daily Racing Form, the defendants could face prison,
but after Monday's hearing, assistant U. S. attorney and lead
prosecutor Allen Garten said that the Plummers and Ms. Green are
cooperating in the continuing investigation of ClassicStar.  The
IRS is pursuing ClassicStar investors to recoup federal tax
revenue they owe, the report states, citing Mr. Garten.

Headquartered in Lexington, Kentucky, ClassicStar LLC operated as
a thoroughbred horse breeder.  The Company also leased horses and
rents out the reproductive systems of select thoroughbred mares.

The Company filed for Chapter 11 protection Sept. 14, 2007 (Bankr.
E.D. Ky. Case No.07-51786).  Attorneys at Henry Watz
Gardner Sellars & Gardner, PLLC, represented the Debtor while
attorneys at Stites & Harbison, PLLC, represented the Creditors
Committee. In April 2008, Judge William S. Howard converted the
case to a Chapter 7 liquidation, at the behest of the U.S.
Trustee.

In its petition, the Debtor said assets totalled T $227 million,
comprised of account receivable from National Equine Lending
Corp., and debts of $72.7 million.


CLEARWATER GROUP: Files for Chapter 7 Liquidation
-------------------------------------------------
Clearwater Group has filed for bankruptcy protection under Chapter
7, listing $10.5 million in debts owed to more than 200 creditors.

David Bracken at News & Observer reports that Clearwater owes
money to banks that include Paragon, First Federal, Regions, Wake
Forest Federal, Fifth Third, and SunTrust.  Some Clearwater
employees filed claims for unpaid vacation, and Durham County
filed a claim for $20,000 in taxes from 2008 and 2009, News &
Observer states.

Clearwater's assets, which included 38 lots and homes in Durham,
Wake Forest, Raleigh, and Youngsville, have a combined tax value
of $9.1 million, says News & Observer.

Raleigh custom home builder Clearwater Group was started by Rich
Glass and John Toomey in the mid-1990s and has since built more
than 500 homes.  Clearwater designed and built high-end homes
priced at $500,000 and above in neighborhoods like Wakefield
Plantation, Heritage Wake Forest, Bedford at Falls River in
Raleigh and Treyburn Country Club Estates in Durham.


COBRA ELECTRONICS: Lenders Waive Financial Covenant Violations
--------------------------------------------------------------
Cobra Electronics Corporation said that the impact of the global
economic downturn, as well as the delay by certain customers in
receipt dates for products from the third to the fourth quarter of
2009, has resulted in the Company's failure to satisfy the
financial covenants relating to third quarter set forth in its
amended loan agreement.

The Company has been in discussions with its lenders who have
agreed to waive the violations; such waiver is expected to be
executed in the next several days.  Based on the Company's strong
outlook for the fourth quarter, management believes that it will
be in compliance with the covenants for this forthcoming period
and Cobra continues to have sufficient availability under its
credit line to operate its business.

Cobra had interest-bearing debt of $21.9 million as of
September 30, 2009, and cash of $1.2 million, for "net debt" of
$20.6 million, as compared to "net debt" of $10.7 million the
prior year.  Inventory at the end of the third quarter increased
to $30.3 million from $29.6 million the prior year and accounts
receivable at the end of the quarter were $20.0 million, a decline
from $22.8 million one year earlier.

                       Third Quarter Results

Cobra reported a net loss of $509,000, or $0.08 per share, for the
third quarter of 2009, as compared to net income of $142,000, or
$0.02 per share, in the third quarter of 2008, as sales declined
to $27.4 million from $33.2 million in the prior year.  The
Performance Products Limited segment realized an increase in sales
from the third quarter of 2008 of 15.6 percent due to the demand
for its truck and RV navigation products but this increase was
insufficient to offset a decline of 20.2 percent for the Cobra
segment as Citizens Band radio and radar detection sales continued
to suffer from the decline in consumer spending.  On a year-to-
date basis, which includes a $9.6 million tax valuation allowance
taken in the second quarter, Cobra reported a net loss of
$12.0 million, or $1.86 per share, as compared to net income of
$1.9 million, or $0.30 per fully diluted share, in the prior year.

"Cobra's third quarter results reflect the effects of the
continuing global recession, as distributors and retailers are
closely managing working capital and consumers have curtailed
spending in response to high unemployment and the decline in
overall household wealth," said Jim Bazet, Cobra's Chairman and
Chief Executive Officer.  "In part, our third quarter results
reflect the direction of our customers to defer shipments to the
latest possible time that permits them to still have products in
stock.  As a result, we have seen a significant shift of business
from the third quarter to the fourth quarter.  Additionally, as we
observe the buying patterns of our consumers, it is evident that
purchasing habits have shifted and that even when consumers elect
to make a purchase, they are selecting lower price point products
which, in turn, provide lower revenue and gross margin to Cobra.
The professional driver, a core constituency for Cobra, has been
particularly hurt by the economic downturn as freight traffic has
declined markedly resulting in a reduction in their disposable
income, directly impacting sales of Citizens Band radios.
Nevertheless, we are beginning to see some signs of the economy
bottoming out.  The sales decline for the Cobra segment in the
third quarter was materially less than the 24.1 percent decline
experienced in the first two quarters of this year. Moreover, PPL
generated an increase in sales due to the strength of their new
product introductions -- mobile navigation products tailored to
the needs of the professional driver and the recreational vehicle
owner. Cobra has recently launched in the U.S. a mobile navigation
product for the professional driver that utilizes this successful
PPL platform.  We are aggressively pursuing new opportunities and
expect a substantial improvement in fourth quarter results.  We
are also pleased to announce that we have executed an agreement
with a major manufacturer of mobile phones and mobile navigation
products to include the AURA(TM) database in their North American
and European navigation products that will be released early next
year.  This is a significant step in our plan to make AURA the
preeminent provider of photo-enforcement alerts globally and is
expected to contribute to revenues and earnings in the second half
of 2010."

The year-over-year decline in third quarter net sales of
$5.8 million was attributable to a decline of $6.2 million for the
Cobra segment offset, in part, by a $385,000 increase in net sales
for the PPL segment. Sales declines were particularly severe for
the Citizens Band radio and radar detection product lines in the
Cobra segment, as sales declined by 31.0 percent and 28.6 percent,
respectively.  The decline in radar detection sales is
attributable, in part, to a change in merchandising strategy at
one of Cobra's accounts that led to a reduction in store count, as
well as the bankruptcy of Circuit City, which accounted for more
than 3.0 percent of radar detection sales in the third quarter of
last year.  It is evident, as well, that consumer purchases of
radar detectors are skewing toward lower price point models,
resulting in a decline in sales and margins in this category.
Citizens Band radio sales also have been adversely impacted by
consumers foregoing higher priced products, such as Cobra's
exclusive Bluetooth(R)-equipped 29 LTD BT.  International sales,
including sales to Canada and throughout Europe, also declined
markedly from the prior year with similar patterns as were evident
in the U.S. Offsetting these declines, in part, were initial
shipments of Cobra's new mobile navigation device for the
professional driver as well as a 20.6 percent increase in two-way
radio sales as Cobra established its position as the exclusive
supplier of two-way radios to a major retailer.

PPL segment sales increased by $385,000, or 15.6 percent, as
compared to the third quarter of last year; unfavorable exchange
rate movements partly mitigated the stronger increase of 33.6
percent when expressed in pounds sterling.  The most significant
factor contributing to this increase were sales in both the U.K.
and throughout Europe of satellite navigation products designed
for professional drivers and recreational vehicle owners.  These
products, with large visible screens and routing and points of
interest software tailored to the needs of these users, have been
received well by the market and sales have actually been
constrained by the lack of available units as demand has exceeded
supply.

Cobra reported a decline in gross margins as compared to the third
quarter of 2008, primarily due to product mix for both the Cobra
and PPL segments.  On a consolidated basis, Cobra's gross margin
decreased to 24.2 percent from 29.2 percent in the prior year.
This reflected a decline in gross margins for the Cobra reporting
segment to 23.9 percent from 27.3 percent, primarily due to the
decline in Citizens Band radio sales as a proportion of overall
sales, as well as the mix of sales within the Citizens Band radio
and radar detection product lines, as consumers purchased lower
price point products.  The PPL segment gross margin declined to
26.5 percent from 52.8 percent in the prior year.  In part, this
reflects the benefit that PPL received in 2008 from the strength
of the pound sterling relative to the dollar as all purchases are
made in dollars.  Additionally, there was an increase in deferred
revenue due to increased sales of navigation products bundled with
the AURA database and a vendor settlement that resulted in a
writedown of inventory.

Selling, general and administrative expenses declined to
$7.4 million in the third quarter from $8.9 million in the prior
year.  This decline reflects lower sales and associated variable
selling expenses, as well as a concerted effort by management to
curtail expenses, including headcount reductions and lower
professional fees.

Due primarily to a gain in the cash surrender value of life
insurance that the Company owns for the purpose of funding
deferred compensation programs for several current and former
officers of the company, Cobra recorded other income of $422,000
in the third quarter of 2009 as compared to other expense of
$135,000 in the prior year's period.  The gain on the cash
surrender value in the most recent period was $475,000 as compared
to a loss of $318,000 in the prior year.

On a year-to-date basis, consolidated net sales for the nine-month
period have declined to $72.5 million from $96.4 million, or 24.8
percent, reflecting the overall weakness in the global economy.
The decline for the Cobra segment was $19.1 million, or 22.7
percent, while the decline for the PPL segment was $4.8 million,
or 39.9 percent.  The decline in Cobra segment sales was
attributable primarily to declines in radar detection and Citizens
Band radios domestically, as well as significant weakness in
foreign sales.  The bankruptcy and subsequent liquidation of
Circuit City had a significant effect on sales of radar detection,
resulting in a loss of more than $1.3 million of sales in
comparison to the prior year.  Net sales for the PPL segment on a
year-to-date basis primarily reflect a decline in satellite
navigation sales due to the effect of the recession on consumer
spending and the sale last year by PPL of the speed camera
database for smartphone use.

Cobra's consolidated gross margin, on a year-to-date basis,
declined to 24.7 percent from 31.2 percent in the prior year.  The
decline is attributable primarily to product mix within each
segment, as well as exchange rate volatility at PPL.  The Cobra
segment experienced lower sales of higher margin products as the
consumer curtailed purchases of higher margin products.  The gross
margin for the PPL segment in 2008 was higher due to the high-
margin sale of the database for smartphone use -- that sale has
not been repeated to this point in 2009 -- and the benefit to cost
of sales of the pound sterling's strength relative to the dollar.
Additionally, within each segment, fixed components of the cost of
sales, including the amortization of certain costs associated with
the acquisition of PPL, were expensed across a lower level of
sales.

Substantial efforts have been made to contain selling, general and
administrative expenses in 2009, which is evident from the year-
to-date results.  SG&A expenses have declined to $22.2 million
through three quarters of 2009 from $26.0 for the same period in
2008.  Variable selling expense reductions accounted for
approximately 50 percent of this decline; the balance was the
result of decreases in fixed operating expenses, including
personnel reductions and lower professional fees.

As a result of the decline in sales and margins, offset in part by
lower operating expenses, Cobra has incurred a net loss for the
first nine months of 2009 of $12.0 million, or $1.86 per share, as
compared to net income of $1.9 million, or $0.30 per fully diluted
share, in the prior year.  As noted previously, the loss for the
current year includes a tax valuation allowance of $9.6 million.

The impact of the global economic downturn, as well as the delay
by certain customers in receipt dates for products from the third
to the fourth quarter, has resulted in the Company's failure to
satisfy the financial covenants relating to third quarter set
forth in its amended loan agreement.  The Company has been in
discussions with its lenders who have agreed to waive the
violations; such waiver is expected to be executed in the next
several days.  Based on the Company's strong outlook for the
fourth quarter, management believes that it will be in compliance
with the covenants for this forthcoming period and Cobra continues
to have sufficient availability under its credit line to operate
its business.  Cobra had interest-bearing debt of $21.9 million as
of September 30, 2009, and cash of $1.2 million, for "net debt" of
$20.6 million, as compared to "net debt" of $10.7 million the
prior year.  Inventory at the end of the third quarter increased
to $30.3 million from $29.6 million the prior year and accounts
receivable at the end of the quarter were $20.0 million, a decline
from $22.8 million one year earlier.

In discussing the outlook for the balance of 2009, Mr. Bazet said,
"Cobra anticipates a strong fourth quarter for both the Cobra and
PPL segments.  Revenues are expected to increase from the prior
year and the company is expected to be profitable. We are
continuing to address all opportunities to contain expenses in
light of reduced consumer spending."

Based in Chicago, Illinois, Cobra Electronics Corporation --
http://www.cobra.com/-- designs and markets communication and
navigation products.  Building upon its leadership position in the
GMRS/FRS two-way radio, radar detector and Citizens Band radio
industries, Cobra identified new growth opportunities and has
aggressively expanded into the marine market and has expanded its
European operations.  The Consumer Electronics Association, Forbes
and Deloitte & Touche have all recently recognized Cobra for the
Company's innovation and industry leadership.


COLOR-CROWN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Color-Crown Corporation
           dba Stardek
        928 Sligh Avenue
        Seffner, FL 33584

Bankruptcy Case No.: 09-24398

Chapter 11 Petition Date: October 27, 2009

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

Judge: Michael G. Williamson

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

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

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

According to the schedules, the Company has assets of $1,265,910,
and total debts of $3,057,088.

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

             http://bankrupt.com/misc/flmb09-24398.pdf

The petition was signed by Edward P. Benus, president of the
Company.


COLT DEFENSE: S&P Assigns 'B+' Rating on $225 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '4' recovery rating to Colt Defense LLC's proposed
issuance of $225 million of senior unsecured notes due 2017.  Colt
will issue the notes via SEC Rule 144A with registration rights
and will co-issue them with Colt Finance Corp., which has no
assets, revenues, or other liabilities and was established solely
to co-issue the notes.  At the same time, S&P affirmed its 'B+'
corporate credit rating on the arms supplier.  S&P will withdraw
its ratings on the company's existing credit facility, which it
will refinance with the proceeds from the new notes, once the
transaction closes.

West Hartford, Connecticut-based Colt is proposing to refinance
its existing term loan (about $131 million outstanding as of
July 5, 2009) and subordinated notes ($58 million) with the
proceeds from $225 million of senior unsecured notes.  The company
also proposes to replace its existing $20 million revolving credit
facility with a new $50 million secured revolver (not rated).

Solid demand for the company's products in recent years has
resulted in significant increases in revenue, earnings, and cash
flow, as well as better-than-expected credit protection measures.
Although demand from the U.S. military is slowing, S&P expects the
company to replace this business with international sales and new
products.

"If the company is successful and management commits to
maintaining debt to EBITDA below 3x and funds from operations to
total debt above 20%, S&P could raise the ratings," said Standard
& Poor's credit analyst Christopher DeNicolo.  "We could lower the
ratings if the company cannot profitably replace the lost U.S.
military business or increased debt to fund acquisitions, or if
dividends result in debt to EBITDA above 4.5x and FFO to total
debt below 15% for a sustained period," he continued.


DAMON'S INTERNATIONAL: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------------
Gary Reinert Sr. has put his Damon's International Inc. into
Chapter 11 bankruptcy protection.  Court documents say that
Damon's has $1 million to $10 million in assets, against
$1 million to $10 million debts owed to 199 to 1,000 creditors.

Damon's International Inc. was founded in 1979.  It has 50 units
in 15 states and the United Kingdom.  Locally, restaurants are at
The Waterfront in Homestead and in Monroeville and Collier.


DANIEL FARKAS: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Daniel T. Farkas
        PO Box 75
        Oakdale, NY 11769

Bankruptcy Case No.: 09-78159

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Ronald D. Weiss, Esq.
                  734 Walt Whitman Road, Suite 203
                  Melville, NY 11747
                  Tel: (631) 271-3737
                  Fax: (631) 271-3784
                  Email: weiss@ny-bankruptcy.com

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

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

According to the schedules, the Company has assets of $1,460,970,
and total debts of $2,154,214.

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

            http://bankrupt.com/misc/nyeb09-78159.pdf

The petition was signed by Mr. Farkas.


DAVID LAPIN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: David Lapin, LP
        953 E. Sahara Ave., #200
        Las Vegas, NV 89104

Bankruptcy Case No.: 09-30316

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  626 S Third St
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  Email: sam@schwartzlawyers.com

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

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

According to the schedules, the Company has assets of $3,576,540,
and total debts of $12,189,272.

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

             http://bankrupt.com/misc/nvb09-30316.pdf

The petition was signed by Susan Crisp.


DAYTON SUPERIOR: S&P Withdraws 'D' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'D' corporate credit rating, on Dayton, Ohio-based Dayton
Superior Corp., following the company's announcement that it had
emerged from Chapter 11 bankruptcy protection.  In conjunction
with the emergence, the company's outstanding prepetition senior
subordinated notes were converted into new stock of the
reorganized company.

The specialized products provider for the nonresidential concrete
construction market had previously filed voluntary petitions for
reorganization in the U.S. Bankruptcy Court on April 19, 2009, as
a result of the tight credit markets and inability to refinance
its senior subordinated notes.


DELPHI CORP: WTC Withdraws Appeal on UAW Special Attrition Plans
----------------------------------------------------------------
To recall, Wilmington Trust Company, as indenture trustee to
Delphi Corp.'s senior notes, filed a notice of appeal to the U.S.
District Court for the Southern District of New York on May 18,
2006, from Judge Drain's May 12, 2006 order approving the UAW
Special Attrition Program.

The Debtors and Wilmington Trust submitted to the District Court
a joint stipulation dismissing Wilmington Trust's Appeal of the
UAW Attrition Program Order on October 9, 2009.

District Court Judge Leonard B. Sand approved the dismissal
stipulation on October 14, 2009, and directed the Clerk of the
District Court to close the case.

On July 17, 2006, Wilmington Trust also filed another notice of
appeal to the District Court of Judge Drain's July 7, 2009 order
approving the UAW Supplemental Agreement and the IUE-CWA Special
Attrition Program.

In a separate stipulation, the Debtors and Wilmington Trust
executed on October 9, 2009, a stipulation jointly dismissing
Wilmington Trust's Appeal of the UAW Supplemental Special
Attrition Program Order.

District Court Judge Richard M. Berman approved the dismissal of
stipulation on October 13, 2009, and directed the Clerk of the
District Court to close the case.

                         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)


DOLLAR THRIFTY: Prices Offering of 5,750,000 Common at $19.25
-------------------------------------------------------------
Dollar Thrifty Automotive Group, Inc. disclosed Wednesday that it
has priced a public offering of 5,750,000 shares of its common
stock at a price to the public of $19.25 per share.  The
underwriters will have a 30-day option to purchase up to an
additional 862,500 shares of common stock from the Company.  The
offering is expected to close on November 3, 2009, subject to
customary closing conditions.

The Company intends to use the net proceeds from the offering,
which are expected to be approximately $105 million (without
giving effect to any exercise of the underwriters' option to
purchase additional shares), for general corporate purposes.

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are serving
as joint book-running managers for the offering.

Shares of DTAG common stock are listed on the New York Stock
Exchange under the symbol "DTG."  On October 29, 2009, the last
reported sale price of the shares of the common stock on the New
York Stock Exchange was $19.48 per share.

As reported by the Troubled Company Reporter on October 29, 2009,
Dollar Thrifty intends to offer, subject to market and other
conditions, 5,750,000 shares of its common stock in an
underwritten public offering under an effective shelf registration
statement on file with the Securities and Exchange Commission.

The proposed offering will be made only by means of a prospectus
and related prospectus supplement, which may be obtained by
visiting the SEC's Web site at http://www.sec.gov/or by
contacting Goldman, Sachs & Co. (Attention: Prospectus Department,
85 Broad Street, New York, New York 10004; telephone: (917) 343-
8000; facsimile: (212) 902-9316; email: prospectus-
ny@ny.email.gs.com) or J.P. Morgan Securities Inc. (Attention:
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York 11717; telephone: (631) 254-1735).

In a prospectus, the Company said it may from time to time offer
to sell shares of its common stock, par value $.01 per share,
shares of its preferred stock, par value $.01 per share, or debt
securities, separately or together, in one or more offerings up to
$500,000,000.

A full-text copy of DTAG's Prospectus dated October 26, 2009, is
available at no charge at http://ResearchArchives.com/t/s?47bc

A full-text copy of DTAG's Prospectus Supplement to Prospectus
dated October 26, 2009, is available at no charge at:

               http://ResearchArchives.com/t/s?47bb

               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 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.


DONNA ZYNEL: Case Summary & 26 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Donna M. Zynel
           aka Donna Marie Zynel
           fka Donna Marie Ory
           fka Donna Marie Chepon
           fka Donna Marie Henn
        27800 Michigan Street
        Bonita Springs, FL 34135

Bankruptcy Case No.: 09-24417

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Charles PT Phoenix, Esq.
                  Phoenix Law PA
                  12800 University Drive, Suite 260
                  Fort Myers, FL 33907
                  Tel: (239) 461-0101
                  Fax: (239) 461-0083
                  Email: phoenixlawpa@gmail.com

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

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

According to the schedules, the Company has assets of $1,172,632,
and total debts of $2,219,796.

A full-text copy of Ms. Zynel's petition, including a list of her
26 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flmb09-24417.pdf

The petition was signed by Ms. Zynel.


E*TRADE FIN'L: Net Loss Widens to $832MM for Sept. 30 Quarter
-------------------------------------------------------------
E*TRADE FINANCIAL Corporation reported a net loss of $832 million,
or $0.66 per share, for its third quarter ended September 30,
2009, compared with a net loss of $143 million, or $0.22 per
share, in the prior quarter and a net loss of $50 million, or
$0.09 per share, a year ago.

The third quarter results included a $968 million pre-tax non-cash
charge for corporate debt extinguishment in relation to the
Company's successful $1.74 billion debt exchange, which had an
after-tax impact of approximately $773 million, or $0.61 per
share.  Excluding the impact of this item, the Company reported a
net loss of $59 million, or $0.05 per share.  The debt exchange
also resulted in a $708 million increase in paid-in-capital.  The
net effect of the exchange to book equity was a reduction of $65
million.

As of September 30, the Company had $48.48 billion in total assets
against $44.84 billion in total liabilities.  As of September 30,
the Company had $$2.03 billion in accumulated deficit and $3.64
billion in shareholders' equity.

"During the quarter we successfully completed a comprehensive
recapitalization, substantially improving the Company's financial
position," said Donald H. Layton, Chairman and CEO, E*TRADE
FINANCIAL Corporation.  "Our online brokerage business continues
to perform strongly: brokerage accounts grew solidly, our average
commission per trade is higher, and our interest rate spread
remains strong despite very low market rates.  While [Daily
Average Revenue Trades] were down seasonally from the second
quarter, year-over-year they were up seven percent and year-to-
date, we have recorded our highest DART level for the first nine
months of any year."

The Company reported total DARTs of 196,000 in the third quarter,
an 11 percent sequential quarterly decrease off a record quarter
and a seven percent increase versus the year ago quarter.  The
Company added 14,000 net new brokerage accounts during the period.
At quarter end, E*TRADE reported 4.5 million customer accounts,
which included a record 2.7 million brokerage accounts.

Customer security holdings increased 17 percent or $14.1 billion,
and brokerage-related cash increased by $2.1 billion during the
quarter.  Net new customer assets were a negative $0.2 billion
during the quarter and were impacted by a $1.3 billion decline in
savings and other bank-related customer deposits, as the Company
continued to execute its balance sheet reduction strategy.
Customers were net sellers of approximately $1 billion of
securities during the quarter.  Margin receivables increased from
$3.1 billion to $3.4 billion.

Commissions, fees and service charges, principal transactions, and
other revenue in the third quarter were $231 million, compared
with $238 million in the second quarter.  This included a $0.45
increase in average commission per trade to $11.50, offset by the
sequential decline in trading activity.

The Company reported net interest income of $321 million, compared
with $340 million in the second quarter, as a result of a nine
basis point contraction in the interest income spread to 2.82
percent and a $918 million decline in average interest-earning
assets to $44.3 billion.  The decline in spread from the prior
quarter was due largely to a return to a normalized level of
income from stock loan transactions.

Total operating expense decreased by $28 million to $302 million
from the prior quarter, largely due to the industry-wide special
FDIC assessment recorded in the second quarter of approximately
$22 million.  Compensation and benefits increased in the quarter
due to higher variable compensation, reflecting the Company's
strong year-to-date operating results.

The Company continued to make progress during the third quarter in
reducing balance sheet risk as its loan portfolio contracted by
$1.7 billion from last quarter, of which $0.9 billion was related
to prepayments or scheduled principal reductions and $0.4 billion
was related to the sale of a pool of home equity loans.

For the Company's entire loan portfolio, total special mention
delinquencies (30-89 days) declined by four percent and total at-
risk delinquencies (30-179 days) declined by 10 percent in the
quarter. In the home equity portion of the portfolio, which
represents the Company's greatest exposure to loan losses, special
mention delinquencies increased one percent in the quarter, while
at-risk delinquencies declined 10 percent.

Third quarter provision for loan losses decreased $57 million from
the prior quarter to $347 million. Total net charge-offs in the
quarter were $352 million, a decrease of $35 million from the
prior quarter. Total allowance for loan losses was flat at $1.2
billion, or six percent of gross loans receivable.

The Company continues to maintain Bank capital ratios
substantially in excess of regulatory well-capitalized thresholds.
As of September 30, the Company reported Bank Tier 1 capital
ratios of 6.72 percent to total adjusted assets and 13.15 percent
to risk-weighted assets.  The Bank had excess risk-based total
capital (i.e., above the level regulators define as well-
capitalized) of $985 million as of September 30, 2009. These
capital ratios reflect $100 million of cash that was contributed
as Tier 1 equity to the Bank during the quarter.

In late August, the Company completed its $1.74 billion debt
exchange, materially reducing its debt burden. The exchange
reduced the Parent company's annual interest payments by more than
half, to $160 million per year, and extended maturities. As of
September 30, approximately $592 million of the convertible debt
had been converted to equity.  In addition, the Company
successfully raised $150 million of cash equity during the
quarter, further enhancing the Parent company's liquidity and
bringing the total cash gross proceeds from common stock issuances
this year to $765 million.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?47d3

                      About E*TRADE Financial

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                          *     *     *

The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service.  The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.


EASTMAN CHEMICAL: Moody's Assigns Ratings on $250 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a Baa2 rating to Eastman
Chemical Company's new $250 million ten year senior unsecured
notes.  Proceeds from these notes will be used for general
corporate purposes.  The outlook is stable.

Moody's also rated the company's universal shelf registration
(senior unsecured at (P)Baa2).

Eastman's Baa2 ratings are supported by a relatively diverse
product portfolio, solid performance from four of its five
business segments in the third quarter, very strong liquidity,
proprietary process technologies and a moderate amount of balance
sheet debt (roughly $1.5 billion).  Additionally, the company's
back-integration into coal-based methanol provides a competitive
cost advantage in fibers and acetyls.  Furthermore, the company's
credit profile has been enhanced by the announced delays in its
gasification project, which will likely result in a sizable cash
balance over the next three years, at a minimum.  The company's
ratings are tempered by cyclical nature of its commodity chemicals
and plastics, which constitute a majority of the company's sales,
the sizable exposure to volatile feedstock costs, and the
sometimes aggressive competitive environment in several of the
company's end-markets.

Eastman's outlook is stable despite the potential for a further
weakening of financial metrics by the end of 2009, largely due to
the expected increase in pension liabilities (tied to the lower
discount rate).  Moody's adjusted metrics at year end could
temporarily weaken below levels expected for an investment grade
chemical company.  However, Moody's believes that Eastman's strong
liquidity and relatively conservative financial management will
allow the company to return metrics to levels that are more
appropriate for the rating within the next 12-18 months.  At this
time there is limited upside or downside to the company's ratings.

Ratings assigned:

Eastman Chemical Company

  -- $250 million senior unsecured notes due 2019 at Baa2 - senior
     unsecured shelf registration at (P) Baa2

  -- preferred stock shelf registration at (P)Ba1

Moody's last rating action on Eastman was in 2005 when Moody's
raised Eastman's rating for commercial paper to Prime-2.

Headquartered in Kingsport, Tennessee, Eastman Chemical Company is
a major producer of PET plastics, acetate tow, and a broad array
of specialty plastics and resins as well as both commodity and
specialty chemicals.  Eastman reported sales of roughly $5 billion
for the LTM ending September 30, 2009.


EMILIA DONIS DONSON: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Emilia Donis Donson
        3622 Yupon St
        Houston, TX 77006

Bankruptcy Case No.: 09-38023

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Matthew Hoffman, Esq.
                  Law Offices of Matthew Hoffman, P.C.
                  2777 Allen Parkway, Suite 1000
                  Houston, TX 77019
                  Tel: (713) 654-9990
                  Fax: (713) 654-0038
                  Email: mhecf@aol.com

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

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

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

The petition was signed by Ms. Donson.


ERICKSON RETIREMENT: Wants Injunction Against Utility Companies
---------------------------------------------------------------
In the ordinary course of business, Erickson Communities
Retirement LLC and its units receive electricity, power, gas,
telephone, Internet, water, sewer, and trash removal services from
15 utilities and possess more than 43 individual accounts.

A schedule of the Debtors' Utility Companies is available for
free at http://bankrupt.com/misc/ERC_UtilitiesList.pdf

Cass Information Services provides consolidated billing and
payment services to the Debtors.  Certain Utility Companies send
their invoices directly to Cass.  Cass then combines the invoices
into a single consolidated bill amount, which is forwarded to the
Debtors for payment.  Once the Debtors' payment is received, Cass
transmits payment to the appropriate Utility Companies.  The
Debtors pay Cass a monthly fee in exchange for the firm's
services.

The Debtors estimate that their cost for the Utility Services
during the first 30 days after the Petition Date will be
$350,000.

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
relates that Section 366 provides that a utility may not, during
the first 30 days of the case, alter, refuse, or discontinue
services to a debtor in a Chapter 11 case solely because of
unpaid prepetition amounts.  However, the utility may do so
thereafter unless the debtor furnishes "adequate assurance" of
payment.  In this context, the Debtors believe that a one-month
deposit constitutes adequate assurance of payment.

The Debtors assure the Court that they current on all amounts
owing to the Utility Companies, other than payment interruptions
that may be caused by the commencement of their Chapter 11 cases.
The Debtors expect to operate at a profit postpetition and thus,
will have funds available for payment to the Utility Companies,
according to Mr. Slusher.  The Debtors also expect to have access
to Cash Collateral and thus, acquire the liquidity sufficient to
keep their utility obligations current.

More importantly, Mr. Slusher maintains that the continued
Utility Services are vital to the Debtors' ability to sustain
their operations during their Chapter 11 cases.

Accordingly, by this motion, the Debtors ask the Court pursuant
to Section 366 of the Bankruptcy Code to:

  (a) prohibit Utilities from altering, refusing, or
      discontinuing service to them by virtue of their
      bankruptcy filings;

  (b) authorize them to pay the Utilities a one-month deposit
      and deem the Utilities adequately assured of future
      performance; and

  (c) approve proposed procedures for determining requests for
      additional adequate assurance.

The Debtors further seek the Court's authority to maintain their
prepetition practices with respect to Cass, the third party
vendor.

With respect to the Utility Companies seeking additional
assurance of future payment, the Debtors propose these
procedures:

  (a) Absent any further order of the Court, a Utility Company
      may not alter, refuse or discontinue service to, or
      discriminate against, the Debtors on account of their
      bankruptcy or any unpaid prepetition charges, or request
      payment of a deposit or receipt of other security in
      connection with any unpaid prepetition charges;

  (b) The Debtors will serve the Utility Injunction Motion and
      any order granting that Motion to all Utility Companies;

  (c) A Utility Company may seek additional assurance of payment
      within 30 days after the Petition Date by submitting an
      Additional Assurance Request to DLA Piper LLP, the
      Debtors' counsel;

  (d) If a Utility Company makes a timely Additional Assurance
      Request that the Debtors believe is reasonable, then the
      Debtors will be authorized in their sole discretion to
      comply with that request without further Court order;

  (e) Any Additional Assurance Request must: (i) be in writing;
      (ii) indicate the location for which utility services are
      provided; (iii) include a summary of the Debtors' payment
      history relevant to the affected accounts, including any
      security deposits or other prepayments or assurances
      previously provided by the Debtors; (iv) detail the
      reasons why the treatment afforded pursuant to the
      procedures does not constitute satisfactory adequate
      assurance of payment; and (v) include a proposal for what
      treatment would constitute adequate assurance of payment
      from the Debtors, along with an explanation of why the
      proposal is reasonable;

  (f) If the Debtors believe that the Additional Assurance
      Request is unreasonable, then the Debtors will schedule a
      hearing to determine the adequate assurance to that
      Utility Company as necessary at the next omnibus hearing
      scheduled in these Chapter 11 cases;

  (g) Pending resolution of that issue at any Determination
      Hearing, any Utility Company making an Additional
      Assurance Request will be prohibited from altering,
      refusing, or discontinuing service to the Debtors; and

  (h) A Utility Company will be deemed to have adequate
      assurance of payment unless and until a future order of
      the Court is entered requiring further adequate assurance
      of payment.

Although the Debtors believe that the Utility Companies List is
complete, they seek authority, without further order of the
Court, to supplement the Utility Companies List if any Utility
Company has been inadvertently omitted.  If the Debtors
supplement the Utility Companies List, they will serve a copy of
the Utility Injunction Motion and the signed order granting that
Motion on any Utility Company that is added to the List.  The
added Utility Company will have 30 days from the date of service
of the Utility Injunction Motion and the Final Utility Injunction
Order to make an Additional Assurance Request.  If an Additional
Assurance Request is made, the Debtors will abide by the
Procedures, as applicable.

                      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: Wants to Assume S. Miller Employment Pact
--------------------------------------------------------------
Erickson Retirement Communities LLC and its units seek the Court's
authority to assume a Services Agreement executed between Scott D.
Miller and Erickson Retirement Communities, LLC, on April 1, 2009.

Pursuant to the Miller Agreement, Mr. Miller agreed to render
services to ERC's board of directors as the Board's Executive
Vice Chairman.  By its terms, the Miller Agreement is set to
expire on December 31, 2011.  Under the Miller Agreement, Mr.
Miller would receive $900,000 in 2009 and $300,000 per year in
2010 and 2011 for his services.

Mr. Miller is an independent contractor and is not an employee of
ERC.  Thus, he will not receive any benefits.

As Executive Vice Chairman, Mr. Miller's duties to the Debtors
will include:

  -- advising and consulting with ERC's executive management
     team with respect to the Debtors' business, operations,
     finances, marketing, development, and restructuring;

  -- overseeing ERC's long-term capital structure; and

  -- during the restructuring process, coordinating with ERC's
     executive management and its advisors in devising and
     implementing strategic and tactical decisions.

In light of Mr. Miller's vast business experience, Mr. Miller is
a vital part of the Debtors' restructuring, Vincent P. Slusher,
Esq., at DLA Piper LLP, in Dallas Texas, asserts.  Mr. Miller has
a significant role in negotiations with various lenders and
potential buyers of ERC, and he has rendered advice and made
representations to the Board concerning the restructuring, Mr.
Slusher tells the Court.  The Board depends on Mr. Miller, as
Executive Vice Chairman, and his understanding of the company
when making important tactical and strategic decisions regarding
the restructuring, the Debtors maintain.

                      About Erickson Retirement

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

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

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

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


EVANS INDUSTRIES: Adams & Reese Subpoena Quashed in Conflict Suit
-----------------------------------------------------------------
Law360 reports that a magistrate judge has ruled that Adams &
Reese LLP, embroiled in a conflict of interest case brought by
Asset Funding Group LLC over an asset sale in the bankruptcy of
Evans Industries LLC, cannot depose an erstwhile insurance broker
who now manages the reorganized maker of promotional accessories.

Headquartered in Harvey, Louisiana, Evans Industries, Inc. --
http://www.evansindustriesinc.com/-- manufactures and distributes
steel drums.  The Company filed for Chapter 11 protection on April
25, 2006 (Bankr. E.D. La. Case No. 06-10370).  Eric J. Derbes,
Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law Firm, LLC,
represent the Debtor.  C. Davin Boldissar, Esq., at Locke Liddell
& Sapp, LLP, represents the Official Committee of Unsecured
Creditors.  In its petition, Evans estimated having assets below
$1 million and debts between $10 million and $50 million.


EXTENDED STAY: 66 Affiliates' Schedules of Asses & Debts
--------------------------------------------------------
Sixty-six affiliated debtors of Extended Stay Inc. disclosed
assets ranging from zero to $369 million, and liabilities of up
to $4 billion:

  Debtor Affiliate                      Assets      Liabilities
  ----------------                  -------------  --------------
ESA P Portfolio TXNC Properties LP  $369,930,380  $4,099,849,448
ESA TX Properties LP                $218,596,808  $4,099,849,448
ESH/Homestead Portfolio LLC         $147,538,688  $4,099,849,448
ESA 2005 Portfolio LLC              $137,262,979  $4,099,849,448
ESH/TX Properties LP                $125,346,885  $4,099,849,448
ESA P Portfolio MD Trust            $108,404,527  $4,099,849,448
ESA FL Properties LLC                $97,601,401  $4,099,849,448
ESA MD Properties Business Trust     $87,668,772  $4,099,849,448
ESA P Portfolio PA Properties LLC    $85,336,692  $4,099,849,448
ESA Canada Properties Trust          $73,354,816  $4,099,849,448
ESA Alaska LLC                       $72,779,072  $4,099,849,448
ESA Acquisition Properties LLC       $68,307,847  $4,099,849,448
ESA P Portfolio Operating Lessee     $41,819,452  $4,107,732,289
ESA PA Properties LLC                $38,144,790  $4,099,849,448
ESH/TN Properties LLC                $34,262,863  $4,099,849,448
ESA Operating Lessee Inc.            $24,561,536  $4,099,849,448
ESA 2005-San Jose LLC                $24,315,971  $4,099,849,448
ESA 2005-Waltham LLC                 $18,348,156  $4,099,849,448
ESA MN Properties LLC                $17,128,079  $4,099,849,448
ESA UD Properties LLC                $14,161,997      $8,500,000
Homestead Village LLC                $12,715,473  $4,099,849,448
ESH/MSTX Property LP                  $7,149,883  $4,099,849,448
ESA Canada Operating Lessee Inc.      $2,601,147  $4,099,849,448
ESA 2005 Operating Lessee Inc.        $2,056,070  $4,099,849,448
ESA 2007 Operating Lessee Inc.          $244,565      $8,500,000
ESA Canada Trustee Inc.                       $0  $4,099,849,448
ESA Canada Properties Borrower LLC            $0  $4,099,849,448
ESA Canada Beneficiary Inc.                   $0  $4,099,849,448
ESA MD Borrower LLC                           $0  $4,099,849,448
ESA P Portfolio MD Borrower LLC               $0  $4,099,849,448
ESA P Portfolio MD Beneficiary LLC            $0  $4,099,849,448
ESH/Homestead Mezz 7 LLC                      $0    $400,000,000
ESA Mezz 7 LLC                                $0    $400,000,000
ESA P Mezz 7 LLC                              $0    $400,000,000
ESH/Homestead Mezz 6 LLC                      $0    $400,000,000
ESA Mezz 6 LLC                                $0    $400,000,000
ESA P Mezz 6 LLC                              $0    $400,000,000
ESA Mezz 5 LLC                                $0    $400,000,000
ESH/Homestead Mezz 5 LLC                      $0    $400,000,000
ESA P Mezz 5 LLC                              $0    $400,000,000
ESH/Homestead Mezz 4 LLC                      $0    $400,000,000
ESA P Mezz 4 LLC                              $0    $400,000,000
ESA Mezz 4 LLC                                $0    $400,000,000
ESH/Homestead Mezz 3 LLC                      $0    $400,000,000
ESA P Mezz 3 LLC                              $0    $400,000,000
ESA Mezz 3 LLC                                $0    $400,000,000
ESH/Homestead Mezz 2 LLC                      $0    $400,000,000
ESA Mezz 2 LLC                                $0    $400,000,000
ESA P Mezz 2 LLC                              $0    $400,000,000
ESH/Homestead Mezz LLC                        $0    $300,000,000
ESA Mezz LLC                                  $0    $300,000,000
ESA P Mezz LLC                                $0    $300,000,000
ESH/Homestead Mezz 9 LLC                      $0    $200,000,000
ESA Mezz 9 LLC                                $0    $200,000,000
ESA P Mezz 9 LLC                              $0    $200,000,000
ESH/Homestead Mezz 8 LLC                      $0    $200,000,000
ESA Mezz 8 LLC                                $0    $200,000,000
ESA P Mezz 8 LLC                              $0    $200,000,000
ESH/Homestead Mezz 10 LLC                     $0    $195,455,540
ESA P Mezz 10 LLC                             $0    $195,455,540
ESA Mezz 10 LLC                               $0    $195,455,540
Extended Stay Hotels LLC                      $0              $0
ESA Management L.L.C.                         $0              $0
ESA Business Trust                            $0              $0
ESA MD Beneficiary LLC                        $0              $0
ESA P Portfolio Holdings LLC                  $0              $0

                        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: 66 Affiliates' Statements of Financial Affairs
-------------------------------------------------------------
Sixty-six debtor subsidiaries of Extended Stay Inc. separately
filed statements of financial affairs with the Court on Sept. 28,
2009.  Twenty-four Extended Stay affiliates disclosed that they
earned from the operation of their businesses during the two
years before the Petition Date:

                                 Net Income (Net Loss)
                       --------------------------------------
                        01/01/09 -
Debtor Entity           06/14/09         2008          2007
-------------           ----------   ------------  -----------
ESA P Portfolio TXNC
Properties LP          $16,251,029   $42,027,115   $42,929,434

ESA TX Properties LP    $8,423,694   $23,352,661   $23,505,509

ESH/Homestead
Portfolio LLC           $8,467,357   $23,807,155   $25,795,471

ESA 2005 Portfolio LLC  $4,101,380   $12,245,735   $13,107,172

ESH/TX Properties LP    $9,120,661   $24,159,593   $23,529,772

ESA P Portfolio MD
Trust                   $3,239,283    $8,344,230    $9,512,848

ESA FL Properties LLC   $3,088,411    $7,817,561    $8,571,823

ESA MD Properties
Business Trust          $2,628,984    $6,547,920    $7,197,929

ESA P Portfolio PA
Properties LLC          $2,926,965    $8,184,856    $8,672,396

ESA Canada Properties
Trust                   $2,229,807    $6,676,647    $5,991,277

ESA Alaska LLC          $2,480,738    $7,391,603    $6,733,751

ESA Acquisition
Properties LLC          $2,327,796    $5,841,492    $7,997,995

ESA P Portfolio
Operating Lessee Inc  $179,730,845  $496,723,561  $533,250,730

ESA PA Properties LLC   $1,296,297    $3,637,081    $4,054,432

ESH/TN Properties LLC   $1,805,107    $5,870,497    $6,511,900

ESA Operating Lessee
Inc.                   $96,371,796  $261,718,450  $281,363,262

ESA 2005-San Jose LLC     $658,138    $2,119,810    $2,190,967

ESA 2005-Waltham LLC      $362,248    $1,543,949    $1,589,647

ESA MN Properties LLC     $509,423    $1,208,791    $1,758,600

ESA UD Properties LLC     $500,656    $1,060,262      $698,566

ESH/MSTX Property LP      $403,847    $1,077,613    $1,146,581

ESA Canada Operating
Lessee Inc.             $4,257,073   $12,974,007   $11,567,003

ESA 2005 Operating
Lessee Inc.             $6,615,169   $20,243,895   $19,480,084

ESA 2007 Operating
Lessee Inc.               $763,780    $1,984,915    $1,308,664

However, more than 40 Extended Stay affiliates disclosed that
they did not earn income from the operation of their businesses
within two years of the Petition Date.  They are:

   ESA Canada Trustee Inc.
   ESA Canada Properties Borrower LLC
   ESA Canada Beneficiary Inc.
   ESA MD Borrower LLC
   ESA P Portfolio MD Borrower LLC
   ESA P Portfolio MD Beneficiary LLC
   ESH/Homestead Mezz 7 LLC
   ESA Mezz 7 LLC
   ESA P Mezz 7 LLC
   ESH/Homestead Mezz 6 LLC
   ESA Mezz 6 LLC
   ESA P Mezz 6 LLC
   ESA Mezz 5 LLC
   ESH/Homestead Mezz 5 LLC
   ESA P Mezz 5 LLC
   ESH/Homestead Mezz 4 LLC
   ESA P Mezz 4 LLC
   ESA Mezz 4 LLC
   ESH/Homestead Mezz 3 LLC
   ESA P Mezz 3 LLC
   ESA Mezz 3 LLC
   ESH/Homestead Mezz 2 LLC
   ESA Mezz 2 LLC
   ESA P Mezz 2 LLC
   ESH/Homestead Mezz LLC
   ESA Mezz LLC
   ESA P Mezz LLC
   ESH/Homestead Mezz 9 LLC
   ESA Mezz 9 LLC
   ESA P Mezz 9 LLC
   ESH/Homestead Mezz 8 LLC
   ESA Mezz 8 LLC
   ESA P Mezz 8 LLC
   ESH/Homestead Mezz 10 LLC
   ESA P Mezz 10 LLC
   ESA Mezz 10 LLC
   Extended Stay Hotels LLC
   ESA Management L.L.C.
   ESA Business Trust
   ESA MD Beneficiary LLC
   ESA P Portfolio Holdings LLC
   Homestead Village LLC

Ten Extended Stay Entities reported that they earned income from
sources other than employment or operation of business during the
two-year period preceding the Petition Date.  They are:

* ESA Canada Properties Trust

    Year 2007   Interest Income        $70,572
    Year 2008   Interest Income         $3,063

* ESA Acquisition Properties LLC

    Year 2008   Interest Income           $488
    Year 2009   Misc refunds            $6,856

* ESA P Portfolio Operating Lessee Inc

    Year 2007  Interest Income        $693,213
    Year 2008  Interest Income        $468,402
    Year 2009  Interest Income         $11,592

* ESA Operating Lessee Inc.

    Year 2007  Interest Income        $165,081
               Misc. Refunds           $31,812
    Year 2008  Construction Refund     $34,223
               Easement proceeds      $155,834
               Interest Income            $104
               Misc. Refunds           $21,407

* ESA 2005-San Jose LLC

    Year 2008  Interest Income            $163

* ESA MN Properties LLC

    Year 2008  Condemnation proceeds   $16,500

* Homestead Village LLC

    Year 2007  Insurance Proceeds      $34,266
               Interest Income        $336,459
    Year 2008  Interest Income        $160,818
               Misc refunds            $38,921
    Year 2009  Construction Bonds      $11,985
               Interest Income          $1,761
               Misc Refunds            $24,869

* ESA Canada Operating  Lessee Inc

    Year 2007  Interest Income         $63,962
    Year 2008  Interest Income         $31,856
    YEar 2009  Interest Income          $1,047

* ESA 2005 Operating  Lessee Inc

    Year 2007  Interest Income         $80,615
    Year 2008  Vendor settlement       $81,803
    Year 2009  Interest Income            $530

* ESA 2007 Operating Lessee Inc

    Year 2008  Interest income          $7,423
    Year 2007  Interest income            $379

Six entities paid creditors within 90 days immediately before
filing for bankruptcy protection.  They are:

Entity                     Details
------                     -------
ESA P Portfolio Operating  Paid $39,532,115 to HVM LLC for
Lessee Inc.                regular funding for accounts
                            payable disbursement activity

ESA Operating Lessee Inc.  Paid $45,172,470 to HVM LLC for
                            regular funding for accounts
                            payable disbursement activity

ESA UD Properties LLC      Paid $71,651 to Bank of America

Homestead Village LLC      Paid an aggregate of $25,789,420,
                            about $24.7 million of which was
                            paid to HVM LLC for regular funding
                            for accounts payable disbursement
                             activity

ESA Canada Operating       Paid $22,761 to HVM LLC for regular
Lessee Inc                 funding for accounts payable
                            disbursement activity

ESA 2005 Operating         Paid $3,303,275 to HVM LLC for
Lessee Inc.                regular funding for accounts payable
                            disbursement activity

ESA 2007 Operating         Paid $460,131 to HVM LLC for regular
Lessee Inc.                funding for accounts payable
                            disbursement activity

Homestead Village LLC also related that it paid an aggregate of
$2,002,365 to certain firms for debt counseling or bankruptcy
advice within one year of the Petition Date.  The firms include
Fried Frank Harris Shriver, Houlihan Lokey Howard & Zukin Inc.,
Kurtzman Carson Consultants LLC, Lazard Freres & Co LLC and Weil
Gotshal & Manges LLP.

Twenty five entities paid insider creditors these aggregate
amounts within a year before the Petition Date:

   ESA P Portfolio TXNC Properties LP           $3,863,000
   ESA TX Properties LP                         $2,482,139
   ESH/Homestead Portfolio LLC                 $13,131,177
   ESA 2005 Portfolio LLC                         $692,698
   ESH/TX Properties LP                        $12,223,519
   ESA P Portfolio MD Trust                       $600,384
   ESA FL Properties LLC                          $737,985
   ESA MD Properties Business Trust               $793,772
   ESA P Portfolio PA Properties LLC              $750,082
   ESA Canada Properties Trust                    $584,206
   ESA Alaska LLC                                 $466,973
   ESA Acquisition Properties LLC                 $293,309
   ESA P Portfolio Operating Lessee Inc       $201,708,453
   ESA PA Properties LLC                          $138,597
   ESH/TN Properties LLC                        $2,874,987
   ESA Operating Lessee Inc.                  $112,826,190
   ESA 2005-San Jose LLC                           $50,564
   ESA 2005-Waltham LLC                            $30,289
   ESA MN Properties LLC                          $101,049
   ESA UD Properties LLC                          $121,683
   Homestead Village LLC                        $1,196,966
   ESH/MSTX Property LP                           $700,704
   ESA Canada Operating Lessee Inc.             $4,672,393
   ESA 2005 Operating Lessee Inc.               $7,237,529
   ESA 2007 Operating Lessee Inc.               $1,003,910

Sixteen Extended Stay affiliates also reported losses within two
years of the Petition Date.  They are:

   ESA P Portfolio TXNC Properties LP           $1,138,293
   ESA TX Properties LP                           $785,398
   ESH/Homestead Portfolio LLC                    $269,355
   ESA 2005 Portfolio LLC                         $115,827
   ESH/TX Properties LP                           $266,511
   ESA P Portfolio MD Trust                        $18,195
   ESA FL Properties LLC                           $94,665
   ESA MD Properties Business Trust                 $5,000
   ESA P Portfolio PA Properties LLC               $89,500
   ESA Alaska LLC                                  $15,718
   ESA Acquisition Properties LLC                 $118,308
   ESA PA Properties LLC                            $3,200
   ESH/TN Properties LLC                           $12,390
   ESA 2005-San Jose LLC                           $21,000
   ESA MN Properties LLC                           $20,271
   ESA UD Properties LLC                           $55,000

The books of the Extended Stay affiliates were kept or were in
the possession of H.V.M. LLC and The Lighthouse Group within two
years before the Petition Date.

Full-text copies of the Extended Stay Affiliates' SOFAs are
available for free at:

  http://bankrupt.com/misc/ESI_sofa_ESAFLProperties.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMDPropBusTrust.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPPortfolioPAProp.pdf
  http://bankrupt.com/misc/ESI_sofa_ESACanPropTrust.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAAlaska.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAAcquisitionProp.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPPortfolioOpLessee.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPAProperties.pdf
  http://bankrupt.com/misc/ESI_sofa_ESHTNProperties.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAOperatingLessee.pdf
  http://bankrupt.com/misc/ESI_sofa_ESA2005SanJose.pdf
  http://bankrupt.com/misc/ESI_sofa_ESA2005Waltham.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMNProperties.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAUDProperties.pdf
  http://bankrupt.com/misc/ESI_sofa_HomesteadVillage.pdf
  http://bankrupt.com/misc/ESI_sofa_ESHMSTXProperty.pdf
  http://bankrupt.com/misc/ESI_sofa_ESACanadaOpLessee.pdf
  http://bankrupt.com/misc/ESI_sofa_ESA2005Operating.pdf
  http://bankrupt.com/misc/ESI_sofa_ESA2007OpLessee.pdf
  http://bankrupt.com/misc/ESI_sofa_ESACanadaTrustee.pdf
  http://bankrupt.com/misc/ESI_sofa_ESACanPropBorrower.pdf
  http://bankrupt.com/misc/ESI_sofa_ESACanadaBeneficiary.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMDBorrower.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPPortfolioMDBorr.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPPortfolioMDBen.pdf
  http://bankrupt.com/misc/ESI_sofa_ESHHomesteadMezz7.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMezz7.pdf
  http://bankrupt.com/misc/ESI_ESAPMezz7.pdf
  http://bankrupt.com/misc/ESI_sofa_ESHHomesteadMezz6.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMezz6.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPMezz6.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMezz5.pdf
  http://bankrupt.com/misc/ESI_sofa_ESHHomestead
  http://bankrupt.com/misc/ESI_sofa_ESAPMezz5.pdf
  http://bankrupt.com/misc/ESI_sofa_ESHHomesteadMezz4.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPMezz4.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMezz4.pdf
  http://bankrupt.com/misc/ESI_sofa_ESHHomesteadMezz3.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPMezz3.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMezz3.pdf
  http://bankrupt.com/misc/ESI_ESHHomesteadMezz2.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMezz2.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPMezz2.pdf
  http://bankrupt.com/misc/ESI_ESHHomesteadMezz.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMezz.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPMezz.pdf
  http://bankrupt.com/misc/ESI_sofa_ESHHomesteadMezz9.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMezz9.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPMezz9.pdf
  http://bankrupt.com/misc/ESI_sofa_ESHHomesteadMezz8.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMezz8.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPMezz8.pdf
  http://bankrupt.com/misc/ESI_sofa_ESHHomesteadMezz10.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPMezz10.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMezz10.pdf
  http://bankrupt.com/misc/ESI_sofa_ExtendedStayHotels.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAManagement.pdf
  http://bankrupt.com/misc/ESI_sofa_ESABusinessTrust.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAMDBeneficiary.pdf
  http://bankrupt.com/misc/ESI_sofa_ESAPPortfolioHoldings.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 Decision on Line Trust Dispute
------------------------------------------------------------------
Lightstone Group LLC Chairman David Lichtenstein took an appeal
to the U.S. District Court for the Southern District of New York
of a Bankruptcy Court ruling requiring the transfer of a lawsuit
filed against him by Line Trust Corporation Ltd. and Deuce
Properties Ltd.

Bankruptcy Judge James Peck for the Southern District of New York
earlier ordered for the removal of the Lawsuit to the New York
Supreme Court after determining that it is not a core proceeding.

In a 20-page document, Judge Peck opined that the claim of Line
Trust and Deuce Properties against Mr. Lichtenstein "does not
arise in a case under the Bankruptcy Code" since it is a "claim
by a non-debtor against a non-debtor involving guarantees."  The
Bankruptcy Court also ruled that the Debtors' motion to intervene
in the lawsuit does not need to be considered in light of its
ruling to transfer the lawsuit.

Line Trust and Deuce Properties filed the lawsuit after Mr.
Lichtenstein for allegedly failing to make a $100 million payment
as guarantor under certain guaranty agreements.  The Plaintiffs
also accused Mr. Lichtenstein of being induced by lenders to push
the Debtors into bankruptcy to leave junior loan holders out of
the money, and that the lenders promised to indemnify him against
$100 million in liabilities and provide a $5 million "litigation
defense war chest" to resist potential claims from junior
lenders.

The lawsuit was initially filed in the Supreme Court but was
moved to the Bankruptcy Court as a result of the Debtors' Chapter
11 filings.  Line Trust and Deuce Properties, however, asked
Judge Peck to transfer the case back to the Supreme Court on
grounds that it is not related to the Debtors' bankruptcy and
that they are merely seeking money damages for "pure state law
claims."

Earlier, Line Trust and Deuce Properties blocked the approval of
Bank of America N.A. and U.S. Bank N.A.'s motion to dismiss the
lawsuit, contending that they have sufficiently pleaded claims
against the banks.  BofA and U.S. Bank, meanwhile, countered that
the Plaintiffs failed to plead an injury caused by the banks'
alleged wrongful conduct which is an essential element of the
plaintiffs' claims.

                        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: Has Interim Approval to Borrow $20 Million
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that FairPoint
Communications Inc., the local exchange carrier with 1.7 million
access lines that filed under Chapter 11 on Oct. 26, was given
formal authorization for $20 million in interim financing on Oct.
28.  A hearing will be held on Nov. 18 for final approval of $75
million in financing for the reorganization designed for
conversion of $1.7 billion of debt into equity.

Prepetition FairPoint reached terms of a comprehensive financial
restructuring plan with lenders holding more than 50% of the
outstanding debt under its secured credit facility.  The plan is
expected to reduce the Company's debt by $1.7 billion thereby
providing a long-term solution for the Company's balance sheet.
The Plan contemplates exchanging $2 billion under a credit
agreement for 98 percent of the new stock, a $1 billion term loan,
and cash in excess of $40 million.  Unsecured creditors, if they
accept the plan, are to have 2 percent of the new stock and
warrants for 5 percent more. If they reject the plan, they receive
nothing.

                  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)


FLETCHER-TERRY COMPANY: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: The Fletcher-Terry Company
        65 Spring Lane
        Farmington, CT 06032

Bankruptcy Case No.: 09-23110

Chapter 11 Petition Date: October 27, 2009

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

Debtor's Counsel: James Berman, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Email: jberman@zeislaw.com

                  Matthew K. Beatman, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Email: MBeatman@zeislaw.com

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

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

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

             http://bankrupt.com/misc/ctb09-23110.pdf

The petition was signed by Terry B. Fletcher, president and
chairman of the Company.


FOOTHILLS OF FERNLEY: Hires Belding Harris as Attorney
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Foothills of Fernley LLC to employ Belding Harris & Petroni Ltd.
as attorney.

The firm has agreed to, among other things, examine records and
reports, prepare applications and proposed orders, and proofs of
claim.

The firm' professionals and their standard hourly rates:

   Stephen R. Harris, Esq.       $400
   Gloria M. Petroni, Esq.       $370
   Chris D. Nichols, Esq.        $350

   Paraprofessionals             $195

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

Based in Reno, Nevada, Foothills of Fernley LLC filed for Chapter
11 protection on Oct. 14, 2009 (Bankr. D. Nevada Case No. 09-
53614).  In its petition, the Debtor listed assets between
$10 million and $50 million, and $1 million and $10 million.


FOOTHILLS OF FERNLEY: Section 341(a) Meeting Set for November 23
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
of Foothills of Fernley on Nov. 23, 2009, at 2:00 p.m., 300 Booth
Street, Room 2110 in Reno, Nevada.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.

Based in Reno, Nevada, Foothills of Fernley LLC filed for Chapter
11 protection on Oct. 14, 2009 (Bankr. D. Nevada Case No. 09-
53614).  In its petition, the Debtor listed assets between
$10 million and $50 million, and $1 million and $10 million.


FOREST CITY: S&P Puts 'B-' Rating on $200 Mil. Convertible Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' credit rating
to the $200 million convertible notes due October 2016 issued by
Forest City Enterprises Inc. (B+/Negative/--).  At the same time,
S&P assigned a recovery rating of '6' to this issue, indicating
S&P's expectations for negligible recovery (0%-10%) in the event
of default.  The note issue carries a 5% coupon and a 27.5%
conversion premium.

Forest City will use proceeds from the offering to pay down its
$750 million revolving credit facility ($192.1 million outstanding
at Oct. 16, 2009), which matures March 2010, and possibly retire
other debt obligations with earlier maturities, including some
debt that is puttable to Forest City in 2011.  The company also
intends to use roughly 8%-10% of the proceeds to hedge against the
expected ultimate share dilution.  This new convertible note
issue, in combination with several recent loan refinancings and
extensions, reduces bank line usage in advance of credit facility
renewal discussions, modestly lengthens the company's debt
maturity schedule, and could ultimately result in modest
deleveraging if the newly issued debt is eventually converted into
common stock.

S&P's ratings on the company acknowledge sufficient liquidity to
meet funding needs through 2011, but S&P believes Forest City's
higher leverage levels and large investment in currently non-
income producing development projects will continue to weigh on
presently weak debt coverage measures.

                           Rating List

                   Forest City Enterprises Inc.

          Credit rating                      B+/Negative

                         Rating Assigned

                   Forest City Enterprises Inc.

               $200M convertible notes due 2016   B-
               Recovery rating                    6


FORUM HEALTH: Court to OK Interim CEO Hiring If Filings Complete
----------------------------------------------------------------
George Nelson at Business Journal Daily reports that U.S.
Bankruptcy Judge Kay Woods said that she would approve Forum
Health Inc.'s hiring of an interim CEO, but not until attorneys
submit a supplemental affidavit detailing any potential conflicts
of interest involving FTI Consulting Inc., the firm Forum wants to
contract with for the services of Charles Neumann as interim CEO.
According to Business Journal, Judge Woods said that she is
concerned that the disclosure of connections wasn't included with
Forum Health's motion and questioned why it wasn't part of the
filing.  Forum Health's lawyers, Shawn Riley, said that since
Forum Health isn't hiring Mr. Neumann under a professional
services agreement but instead contracting with FTI as "an
employment agency," he didn't think the disclosure was required,
although providing the affidavit wouldn't be a problem, Business
Journal states.  Mr. Neumann "was being employed as a professional
person," and so the disclosure rule applied, Business Journal
says, citing Judge Woods.

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.


GENCORP INC: Moody's Give Positive Outlook, Affirms 'B3' Rating
---------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
GenCorp, Inc. to positive from negative, while affirming all of
the company's existing ratings, including the company's B3
Corporate Family Rating and Caa1 Probability of Default Rating.
The change in outlook is driven by GenCorp's improved free cash
generation and stronger liquidity position which should enable
the company to address the potential put on 1/16/2010 of its
$125 million 4% convertible subordinated notes.  This reduces a
significant near term risk that has weighed on the rating, and in
conjunction with further balance sheet strengthening and
continuation of recent improvement in revenue and earnings could
lead to a rating upgrade.

With the company's cash position, $158 million as of August 31,
2009 and expected to increase by fiscal year end November, Moody's
now believes the company has improved opportunity and leverage to
amend its senior credit facility and to refinance the subordinated
debt should this be the company's desired course of action.  The
change to a positive outlook incorporates this improved state as
well as expectation that the company should continue to show at
least modest operating improvement in the coming year, though
recognizes the budgetary pressures in Washington, D.C.

Despite the improved operating results, Moody's believes an
upgrade to the Corporate Family Rating requires further clarity as
to planned steps to improve the capital structure and either
increase the equity base or stretch out debt maturities.  Notably
the 2.25% $146.4 million of convertible subordinated debt also has
a possible cash put coming in November 2011.  While GenCorp's
stock price has shown much improvement over the last six months,
it still remains far short of the conversion price (for both
convertible issues).  Accordingly, since it is not clear that
sufficient cash flow from operations can be generated in the
period remaining to the November 2011 put, Moody's believes that
some form of refinancing will be necessary to address it and
possibly the 9.5% $97.5 million senior subordinated notes due
2013.

These ratings have been affirmed:

* Corporate Family Rating, B3;
* Probability of Default Rating, Caa1;
* Senior secured credit facilities, Ba3 (LGD1, 5%);

* Senior subordinated notes, B1 (LGD2, 18%);
* Convertible subordinated notes, Caa2 (LGD4, 60%).

The last rating action was on January 16, 2009, when GenCorp,
Inc.'s Corporate Family Rating and Probability of Default Rating
were downgraded to B3 and Caa1 respectively.

GenCorp Inc., headquartered in Rancho Cordova, CA, through its
Aerojet-General subsidiary produces propulsion systems and
products used in the aerospace and defense industries and has a
real estate segment whose activities relate to re-zoning,
entitlement, sale, and leasing of the Company's excess real estate
assets in the Sacramento, CA area.  Revenue for the last twelve
month period ended 8/31/09 was approximately $754 million.


GENERAL MOTORS: AP Services Reports on Fees for June-August
-----------------------------------------------------------
AP Services, LLC, as crisis managers in the Debtors' cases,
submitted to the Court a report covering the compensation earned
and expenses incurred in the Chapter 11 cases for the period from
June 1 to August 31, 2009.

According to Chief Restructuring Officer Albert A. Koch, APS'
professionals performed services behalf of the Debtors during
these two discrete time periods:

  (1) the Pre-Closing Period from June 1 to July 9, 2009; and
  (2) the Post-Closing Period from July 10 to August 31, 2009.

During the Pre-Closing Period, APS assisted the Debtors with
managing the transition into Chapter 11, complying with the duties
and obligations of debtors-in-possession imposed by the Bankruptcy
Code, Bankruptcy Rules and the Office of the United States
Trustee, and effectuating the sale of substantially all their
assets pursuant to Section 363 of the Bankruptcy Code.

Services rendered by APS in the Post-Closing Period include
managing all aspects of the Debtors' day-to-day business
operations and overseeing the Debtors' Chapter 11 cases.

A summary of APS' Services during the two periods is available for
free at http://bankrupt.com/misc/APS_1stQServicesSummary.pdf

Mr. Koch disclosed that in rendering services to the Debtors, APS
invoiced a total amount of $23,056,025 for compensation and
expenses in relation to their North American and European
operations.

According to Mr. Koch, the Retention Order approved APS'
application of the Retainer postpetition to certain fees earned
and expenses incurred prepetition, which were in excess of amounts
estimated within May 2009 invoices.

Based on recently finalized billing and expense records for the
pre-petition period, the True-Up amount is $507,130.  After
application of the Retainer to the True-Up Amount, the remaining
balance is $19,492,869, Mr. Koch noted.

Mr. Koch also provided a summary of the services it rendered to
the Debtors during the First Quarter of the Chapter 11 cases,
indicating APS' professionals and their compensation, which
aggregated $23,159,018 as of August 31, 2009.  The firm incurred
expenses totaling $1,171,226 within the First Quarter, Mr. Koch
reported.

A full-text copy of the Compensation and Expenses Report is
available for free at:

        http://bankrupt.com/misc/APS_1stQFees&Expenses.pdf

Objections to APS' Compensation and Expenses Report, if any, must
be than November 12, 2009.  Absent timely filed objections, APS'
fees and expenses for the First Quarter will be deemed to have
satisfied the reasonableness standards of Sections 330 and 331 of
the Bankruptcy Code.

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

In his second supplemental affidavit, Daniel R. Murray, Esq., a
partner of Jenner & Block LLP, in Chicago, Illinois, tells the
Court that General Motors LLC wishes to engage his firm to
continue to perform professional services relating to the ongoing
enterprise that will serve to 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 General Motors LLC and warrants to
acquire additional equity.  Jenner & Block also would continue to
serve as special counsel for the Debtors with respect to certain
matters pursuant to Section 327(e) of the Bankruptcy Code.  GM LLC
would be responsible for the costs and expenses of its engagement
of Jenner & Block.

The principal matters as to which Jenner & Block 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 Jenner & Block will continue to perform legal
services to GM LLC in the future are:

A. Services Related to Consummation of 363 Transaction

* Restructuring of certain equipment leases which may be
   assigned to and assumed by, and for the benefit of, GM LLC;

B. Ongoing Services Projected to be Provided to GM LLC

  * General corporate law and securities law advice, including
    counsel in connection with GM LLC's public disclosure
    obligations, potential holding company reorganization and
    potential funding of pension plans;

* Assistance with certain real estate matters, including
   negotiations regarding new and amended leases to be entered
   into by GM LLC;

* Certain litigation matters, including government
   investigations and product liability suits, in which GM LLC
   directly or indirectly is alleged to be liable or in which
   current or former employees and officers of GM LLC and/or the
   Debtors are witnesses; and

* Other matters specifically requested by GM LLC from time to
   time.

Further, in light of the closing of the 363 Transaction and the
completion of Jenner & Block's substantial role in that process,
Jenner & Block and the Debtors have agreed that Jenner & Block's
post-closing representation of the Debtors under Section 327(e)
will be limited to:

* Specific bankruptcy matters for which Weil, Gotshal & Manges
   LLP cannot represent the Debtors because of a conflict;

* Certain product liability suits retained by the Debtors,
   disputes with respect to equipment financing, and contract
   and lease rejections and related negotiations; and

* Any other matters as the Debtors may specifically request
   during the pendency of the chapter 11 cases for which WGM is
   not advising the Debtors.

Mr. Murray continues to declare that Jenner & Block will not
represent GM LLC in litigation where the interest of GM LLC is
directly adverse to the Debtors with respect to specific matters
on which Jenner & Block is employed.

                       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: Nine Directors Report Ownership of MLCO Securities
------------------------------------------------------------------
In separate filings with the Securities and Exchange Commission
dated October 22, 2009, nine directors and officers of Motors
Liquidation Company disclosed that they initially do not own any
securities of Motors Liquidation:

  * James E. Selzer
  * Edward J. Stenger
  * Wendell H. Adair, Jr.
  * Ashley K. Braden
  * Stephen H. Case
  * James P. Holden
  * Alan M. Jacobs
  * Alan C. Johnson
  * Albert A. Koch

                       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).


GEORGES MARCIANO: GUESS? Founder Sent to Chapter 11 by Ex-Staff
---------------------------------------------------------------
According to Law360, three of the five former employees of Georges
Marciano who won a $370 million libel judgment against him in July
have filed an involuntary bankruptcy petition for the Guess Inc.
co-founder in an effort to claim their $95.3 million share of the
pot.

Guess? Inc. (NYSE: GES) -- http://www.guessinc.com/-- designs,
markets, distributes and licenses a lifestyle collection of
contemporary apparel, accessories and related consumer products.
At May 5, 2007, the company operated 336 retail stores in the
United States and Canada.  The company also distributes its
products through better department and specialty stores around
the world, including the Philippines, Hungary and the Dominican
Republic.


GGNSC HOLDINGS: Moody's Affirms Corporate Family Rating at 'B2'
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and
Probability of Default ratings of GGNSC Holdings, LLC.  At the
same time, Moody's revised the ratings on the first lien senior
secured credit facility to Ba2 from Ba3.  The revision reflects
the reduced size of the first lien credit facility given a number
of prepayments on the term loan made over the last several years.
This change is in accordance with the application of Moody's Loss
Given Default Methodology.  The rating on the second lien facility
is unchanged at B3.  The outlook remains stable.

The B2 Corporate Family Rating is supported by GGNSC's large scale
and broad geographic footprint within the US.  The ratings are
also supported by favorable demographics and the relative
stability of demand for GGNSC's long-term care and therapy
services.  While the skilled nursing business has made progress in
improving case mix and revenue per patient day, gains have been
largely offset by softness in occupancy rates.  Further, the
company's free cash flow remains minimal relative to adjusted
debt, due in part to the considerable level of capital
expenditures.  Moody's believes GGNSC's free cash flow will remain
constrained for the foreseeable future as the company upgrades its
properties to be more competitively positioned to attract higher
acuity, more profitable patients.  The ratings are also
constrained by the company's financial leverage, which when
considering the $1.3 billion of CMBS financing, remains
considerable.

Ratings affirmed:

  -- Corporate Family Rating, B2,

  -- Probability of Default Rating, B2,

  -- $100 million senior secured second lien term loan, due 2011,
     To B3, LGD4, 59% from B3, LGD4, 68%

Ratings Revised:

  -- $50 million senior secured revolving credit facility, due
     2011, to Ba2, LGD2, 20% from Ba3, LGD2, 26%

  -- $213 million senior secured term loan, due 2011, to Ba2,
     LGD2, 20% from Ba3, LGD2, 26%

  -- The outlook for the ratings is stable.

The last rating action was September 27, 2006, when Moody's
upgraded the credit facility ratings in accordance with the Loss
Given Default Methodology.

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

GGNSC is a leading national provider of long-term care services.
As of September 30, 2009, GGNSC operated 245 nursing facilities,
14 assisted living centers, and 65 hospice and six home health
locations.  In addition, through its subsidiaries, GGNSC operates
a rehabilitation therapy company, and an administrative services
company, as well as certain other ancillary businesses.  For the
twelve months ended September 2009, GGNSC reported revenues of
approximately $2.2 billion.


GIGABEAM CORP: Sold to Lenders on $6.1 Million Credit Bid
---------------------------------------------------------
GigaBeam Corp. was authorized on Oct. 27 to sell assets to secured
lenders in exchange for $6.1 million in debt and payment of the
cost of curing contract defaults.

The Debtor agreed to sell all direct or indirect, right, title and
interest of seller in and to the tangible and intangible assets,
properties, rights, claims and contracts related to the business.

Durham, North Carolina-based GigaBeam Corporation provides
wireless communication equipment.  It filed for Chapter 11 on
Sept. 2, 2009 (Bank. D. Del. Case No. 09-13113).  Carl D. Neff,
Esq., Daniel K. Astin, Esq. and Mary E. Augustine, Esq. at Ciardi
Ciardi & Astin represent the Debtor in its restructuring effort.


GK ELEVEN: Section 341(a) Meeting Slated for November 30
--------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
of GK Eleven LLC on Nov. 30, 2009, at 09:00 a.m., 6305 Ivy Lane,
Sixth Floor in Greenbelt, Maryland.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.

Based in Ocean City, Maryland, GK Eleven LLC filed for Chapter 11
protection on October 15, 2009 (Bankr. D. Md. Case No. 09-29800).
In its petition, the Debtor listed both assets and debts between
$10 million and $50 million.


GK ELEVEN: Selects Russack Associates as Counsel
------------------------------------------------
GK Eleven LLC asks the U.S. Bankruptcy Court for the District of
Maryland for permission to employ Russack Associates LLC as its
counsel.

The firm has agreed to, among other things:

   a) legal advice in the continued possession and management of
      its property;

   b) prepare Statement of Financial Affairs, Schedules, Statement
      of Executory Contracts and other statements and schedules
      required by the Bankruptcy Code, Bankruptcy Rules or Local
      Bankruptcy Rules; and

   c) represent the Debtor, as Debtor-in Possession, in connection
      with any proceedings for relief from stay which may be
      instituted in this Court.

The firm's standard hourly rates for professionals:

      Senior Attorney           $375
      Associate Attorney        $275
      Paralegal                 $150

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

Based in Ocean City, Maryland, GK Eleven LLC filed for Chapter 11
protection on October 15, 2009 (Bankr. D. Md. Case No. 09-29800).
In its petition, the Debtor listed both assets and debts between
$10 million and $50 million.


GMAC INC: Pay Czar Raises Regular Salaries
------------------------------------------
David Enrich and Deborah Solomon at The Wall Street Journal report
that the U.S. Treasury Department pay czar Kenneth Feinberg
substantially increased regular salaries, after disclosing last
week sharp cuts in total compensation at the finance and auto
companies under his control.

Mr. Feinberg oversees these firms that accepted bailout packages:

     -- American International Group Inc.,
     -- Citigroup Inc.,
     -- Bank of America Corp.,
     -- General Motors Corp.,
     -- GMAC Financial Services,
     -- Chrysler Group, and
     -- Chrysler Financial.

According to The Journal, Mr. Feinberg decided last week that 136
employees and executives working at the seven companies will earn
much less this year than in 2008, even after accounting for the
rise in regular salaries.  The Journal states that Mr. Feinberg
then increased base salaries at companies when the banks
complained.  Mr. Feinberg, says The Journal, adjusted base
salaries for the bulk of those employees, in some cases boosting
them by hundreds of thousands of dollars.  The Journal notes that
on average, base salaries climbed to $437,896 per year as a result
of Mr. Feinberg's review, compared with $383,409 previously, a 14%
increase.  The Journal states that of the 136 employees, about 89
saw their base salaries increase.

GMAC Financial Services -- http://www.gmacfs.com/-- formerly
General Motors Acceptance Corporation, is a bank holding company
with operations in North America, South America, Europe and Asia-
Pacific.  GMAC specializes in automotive finance, real estate
finance, insurance, commercial finance and online banking.  As of
December 31, 2008, the company had $189 billion in assets and
serviced 15 million customers around the world.

GMAC is the biggest lender to GM's 6,500 dealers nationwide, most
of which get the financing they need to operate and buy vehicle
inventory from the automaker, CNNMoney.com notes.

GMAC Financial Services is wholly owned by GMAC LLC.  Cerberus
Capital Management LP led a group of investors that bought a 51%
stake in GMAC LLC from General Motors Corp. in December 2006 for
$14 billion.

On December 24, 2008, GMAC Financial Services' application to
become a bank holding company under the Bank Holding Company Act
of 1956, as amended, was approved by the Board of Governors of the
Federal Reserve System.  In addition, GMAC Bank received approval
from the Utah Department of Financial Institutions to convert to a
state bank.

                         *     *     *

As reported in the Troubled Company Reporter on May 5, 2009,
Standard & Poor's Ratings Services maintains its CCC/Negative/C
rating on GMAC LLC despite the Company's announcement that it
entered into an agreement with Chrysler Financial Services
Americas LLC to provide future automotive financing products and
services to Chrysler dealers and customers.


GREATER SOUTHEAST: D.C. Cir. Leaves Fee Settlement Undisturbed
--------------------------------------------------------------
In 1999, Greater Southeast Community Hospital Foundation, Inc.,
and three affiliates filed Chapter 11 petitions (Bankr. D.C. Case
No. 99-1159).  On October 23, 2001, the bankruptcy court entered
an order confirming the debtors' bankruptcy plan.  The Plan
established a three-member "Plan Committee" consisting of Eaton
Vance representing bondholders, Stanley Zupnik representing
creditor Welcome Homes, Inc., and Elloitt R. Wolff representing
creditor Advantage Health Plan Inc.  The Plan also provided for a
"Plan Agent," which position was filled by Patrick J. Potter,
Esq., at Pillsbury Winthrop Shaw Pittman LLC.  Pillsbury acted as
counsel for both the Plan Committee and the Plan Agent.  Eaton
Vance resigned from the Plan Committee in June 2007.

On August 3, 2007, Mr. Potter and Pillsbury Winthrop resigned and
asked the bankruptcy court to approve payment of their fees.  In
late November, 2007, Mr. Zupnik -- with the knowledge of the Plan
Committee members and the Plan Committee's new counsel -- offered
to settle the fee dispute with Pillsbury for $100,000.  391 B.R.
at 529.  In early December 2007, Plan Committee counsel met with
Pillsbury to discuss a settlement.  Id. at 529-30.  According to
Plan Committee counsel, the parties reached a settlement and Plan
Committee counsel agreed to draft a settlement agreement and a
motion to be filed pursuant to Bankruptcy Rule 9019.  Advantage
disputed that the Plan Committee authorized a settlement.  Id.  On
December 7, 2007, the Plan Committee moved to dismiss Mr. Potter's
motion for fees and expenses.

Then, on December 13, 2007, counsel for the Plan Committee filed
emergency motions to withdraw because of a conflict with the Plan
Committee and, accordingly, to continue the trial on the Pillsbury
settlment, which had been scheduled to begin on January 8, 2008.
The bankruptcy court immediately scheduled a hearing on the
motions for December 14, 2007.  Mr. Wolff responded by letter to
the court that he would be unable to attend the December hearing
"because of an essential commitment made four months ago" but he
supported the Plan Committee counsel's motions to withdraw and to
continue the trial and the Plan Committee's motion to dismiss
Pillsbury's motion for fees and expenses.  Id. at 530.

At the December 14, 2007, hearing, the court directed the
withdrawing Plan Committee counsel and Potter to file a notice of
settlement of the fee dispute and a motion for approval thereof
and scheduled a settlement approval hearing for December 21, 2007,
with a deadline of 5:00 p.m. on December 19 for filing objections
to the settlement. A notice of the hearing was electronically
filed after the hearing and a copy was sent to Mr. Wolff via e-
mail.  In accordance with the court's directive, on December 17
the Plan Committee filed a consent motion (purportedly among the
Plan Committee, Mr. Potter and Pillsbury) seeking approval of the
settlement.  The following day, the bankruptcy court issued an
order finding that "a settlement was reached among the Plan
Committee, [Pillsbury] and [Mr.] Potter, and that such settlement
included all of the necessary terms for an enforceable settlement
agreement" and that "[n]o evidence was presented that the Plan
Committee reached a decision that the Plan Committee should not
proceed with the settlement or that the documents that have been
drafted and exchanged among the parties . . . fail to reflect the
terms of the settlement."  Accordingly, the order deferred
disposition of the emergency motions for withdrawal and
continuance pending resolution of the Rule 9019 motion and again
provided notice of the December 21 hearing and the December 19
objection deadline.

On December 18, 2007, Advantage submitted an objection to the
settlement signed by Mr. Wolff.  The Objection asserted that
Advantage had not approved the settlement as required, the
bankruptcy hearing schedule "operated to preclude Advantage from
participating in the recent and critical judicial deliberations in
th[e] litigation to the prejudice of Advantage and of the other
Unsecured Creditors" and there had not been "full and fair
disclosure" of the settlement to creditors.

On December 20, 2007, Pillsbury filed a response and motion to
strike the Objection on the ground that Mr. Wolff was not a
licensed lawyer and therefore could not represent Advantage.  The
next morning, the court issued an order directing that "the
objection of Advantage [be] stricken in its entirety because it
was not filed by a licensed attorney authorized to practice before
the Court."

The held a hearing on December 21, 2007, and approved the
settlement.

Advantage and Mr. Wolff filed a notice of appeal, and the District
Court affirmed the Bankruptcy Court's orders.  391 B.R. 521.

Advantage and Mr. Wolffe appealed again to the United States Court
of Appeals for the D.C. Circuit.  In a decision issued on
October 27, 2009, WestLaw reports, Circuit Judge Karen LeCraft
Henderson affirmed the lower court decisions and held that (1)
striking objection was warranted, since Mr. Wolff was not a
licensed attorney authorized to practice before the Bankruptcy
Court, and (2) Mr. Wolff lacked prudential standing to appeal the
settlement approval order.


HAWKVIEW ESTATES LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Hawkview Estates, LLC
        253 Main Street
        Nashua, NH 03060

Bankruptcy Case No.: 09-14116

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Robert L. O'Brien, Esq.
                  DeBruyckere Roth & Associates, PLLC
                  231 Sutton Street, Suite 1B
                  North Andover, MA 01845
                  Tel: (603) 459-9965
                  Fax: (603) 250-0822
                  Email: robjd@mail2firm.com

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

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

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

The petition was signed by Vatche Manoukian, managing member of
the Company.


HEARTHSIDE HOMES INC: Case Summary & 25 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Hearthside Homes, Inc.
        6 Executive Circle, Suite 250
        Irvine, CA 92614

Bankruptcy Case No.: 09-21717

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Debtor's Counsel: Joshua M. Mester, Esq.
                  865 S Figueroa St., Ste. 2900
                  Los Angeles, CA 90017
                  Tel: (213) 694-1200
                  Fax: (213) 694-1234
                  Email: mesterj@hbdlawyers.com

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

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

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

            http://bankrupt.com/misc/cacb09-21717.pdf

The petition was signed by Raymond J. Pacini, CEO of the Company.


HELLER EHRMAN: To Seek Approval of Disc. Statement on Nov. 9
------------------------------------------------------------
Heller Ehrman, LLP, filed with the U.S. Bankruptcy Court for the
Northern District of California a Joint Plan of Liquidation and an
explanatory disclosure statement.

The Debtor will seek approval of the Disclosure Statement on
November 9.  It will begin soliciting votes on the Plan from
impaired creditors as soon as approval of the Disclosure Statement
is obtained.

According to the Disclosure Statement, the Plan provides that the
Liquidating Debtor will continue to wind down its affairs and make
distributions to creditors.

Administrative claimants, priority claimants and secured creditors
will recover 100 cents on the dollar.  Secured lenders Bank of
America and Citibank will be paid in full by applying their cash
collateral to effect a payment of the principal and interest owed
to them.  Holders of allowed priority employee claims will receive
payment on the effective date of the Plan or in the ordinary
course.

Holders of unsecured claims in Class 5 will be paid from available
cash -- in an undisclosed amount -- at "the times as is reasonably
prudent."  Holders of unsecured claims estimated to range from $97
to $115 million will recover 20% to 60% of their allowed claims.
The estimated dividend is based on projected litigation
recoveries.  The actual dividend could be less than 20%, or if the
litigations are extremely successful, could be higher than 60%.

To the extent that all unsecured claimants have been paid in full,
including postpetition interest on the allowed claim at the annual
rate of 5% per annum, the remaining funds will be available for
disbursement to interest holders under Class 6.  On the Effective
Date, the interest holders will have no ability to direct or
control the affairs of the Liquidating Debtor, but will retain
their status as partners of the Liquidating Debtor.

A full-text copy of the Disclosure Statement is available for free
at http://researcharchives.com/t/s?47cf

A full-text copy of the Joint Plan of Liquidation is available for
free at http://researcharchives.com/t/s?47ce

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed assets and debts between $50 million
and $100 million each in its bankruptcy petition.  According to
reports, the firm still has roughly $63 million in assets and 54
employees at the time of its filing.


HHI CHANDLER LLC: Case Summary & 25 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: HHI Chandler, L.L.C.
        6 Executive Circle, Suite 250
        Irvine, CA 92614

Bankruptcy Case No.: 09-21718

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Debtor's Counsel: Joshua M. Mester, Esq.
                  865 S Figueroa St., Ste. 2900
                  Los Angeles, CA 90017
                  Tel: (213) 694-1200
                  Fax: (213) 694-1234
                  Email: mesterj@hbdlawyers.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/cacb09-21718.pdf

The petition was signed by Raymond J. Pacini, CEO of the Company.


HHI CHINO II LLC: Case Summary & 25 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: HHI Chino II, L.L.C.
        6 Executive Circle, Suite 250
        Irvine, CA 92614

Bankruptcy Case No.: 09-21719

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Debtor's Counsel: Joshua M. Mester, Esq.
                  865 S Figueroa St., Ste. 2900
                  Los Angeles, CA 90017
                  Tel: (213) 694-1200
                  Fax: (213) 694-1234
                  Email: mesterj@hbdlawyers.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/cacb09-21719.pdf

The petition was signed by Raymond J. Pacini, CEO of the Company.


INDIAN SADDLE LCC: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Indian Saddle, LCC
        1580 Brockton Lane
        Winston Salem, NC 27106

Bankruptcy Case No.: 09-11186

Chapter 11 Petition Date: October 27, 2009

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

Judge: George R. Hodges

Debtor's Counsel: Edward C. Hay Jr., Esq.
                  Pitts, Hay & Hugenschmidt, P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel: (828) 255-8085
                  Fax: (828) 251.2760
                  Email: ehay@phhlawfirm.com

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

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

According to the schedules, the Company has assets of $1,772,200,
and total debts of $991,450.

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

            http://bankrupt.com/misc/ncwb09-11186.pdf

The petition was signed by Pepper Quenten Rodgers, member/manager
of the Company.


INTEGRATED TECH: Creditor's Consequential Damage Claim Allowed
--------------------------------------------------------------
WestLaw reports that damages to which a creditor was entitled
under New Mexico law based on a prepetition determination by a
state court that a Chapter 11 debtor had breached a contract to
install functioning computer and telephone systems for the
creditor's business, for purposes of calculating the creditor's
allowable claim against the Chapter 11 estate, was the amount that
the creditor had paid to other companies that corrected problems
with the computer and telephone systems installed by the debtor,
less any amounts paid to these other companies for "litigation
services" or services unrelated to correcting the debtor's work,
less any amounts that the creditor saved by terminating its
contract with the debtor before the full contract price had been
paid, plus any consequential damages that the creditor incurred as
a result of having to pay employees to perform inventory and
accounting services manually due to its not having a functioning
computer system.  However, these consequential damages did not
include wages paid to employees by companies under the same common
ownership as the creditor, absent evidence that the creditor was
obligated to reimburse its sister companies for such expenditures.
In re Integrated Technology Solutions, Inc., --- B.R. ----, 2009
WL 3031415 (Bankr. D. N.M.) (Jacobvitz, J.).

Integrated Technology Solutions, Inc., a computer consulting and
engineering business that provides a range of computer services to
its clients, including the purchase, installation, configuration,
maintenance, and upgrade of computer hardware and software, filed
a voluntary Chapter 11 petition (Bankr. D. N.M. Case No. 08-13832)
on Nov. 10, 2008.  A copy of the Debtor's chapter 11 petition is
available at http://bankrupt.com/misc/nmb08-13832.pdfat no
charge.


INTERMET CORP: Role of Lender Liquidating Trustee Clarified
-----------------------------------------------------------
The Hon. Kevin J. Gross of the U.S. Bankruptcy Court for the
District of Delaware clarified the confirmation order of the
Chapter 11 Plan of Intermet Corp. and its debtor-affiliates.

Huron Consulting Group, through its operating affiliate Huron
Consulting Services, LLC and acting liquidating trustee for the
Intermet Lender Liquidating Trust DST sought clarification of the
order to implement and fully consummate the Plan.

The Court said that the Huron will, among other things:

   -- authorized to act on behalf of the Lender Liquidating Trust
      as the Lender Liquidating Trustee and possesses the rights
      and benefits afforded by the Operative Lender Liquidating
      Trust Agreement, the Plan, the Confirmation Order and the
      Modification Order;

   -- deemed to have automatically transferred to the Lender
      Liquidating Trust all of their right, title and interest in
      and all of the additional Lender Liquidating Trust Assets
      and Wind Down Cash, subject only to the allowed claims of
      the applicable Liquidating Trust Beneficiaries, and the
      reasonable fees and expenses;

   -- authorized to sell any portion of the Lender Liquidating
      Trust Assets, free and clear of claims and liens.

The proceeds of the sale will be paid to the Lender Liquidating
Trustee, on behalf of the Lender Liquidating Trust.

About Intermet Corp.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An official
committee of unsecured creditors has been formed in this case.

In its petition, Intermet Corp. listed assets of $50 million to
$100 million and debts of $100 million to $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represented the Debtors.  In their previous
bankruptcy filing, the Debtors listed $735,821,000 in total assets
and $592,816,000 in total debts.  Intermet Corporation emerged
from its first bankruptcy filing in November 2005.


INTERMET CORP: Sells Palmyra & Monroe City Plants
-------------------------------------------------
Brent Engel at Hannibal Courier-Post reports that Continental
Castings LLC has acquired two Intermet Corp. plants in Palmyra and
Monroe City.  Terms were not disclosed, according to Courier-Post.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The Company and its debtor-
affiliates filed for Chapter 11 protection on August 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An official
committee of unsecured creditors has been formed in this case.

In its petition, Intermet Corp. listed assets of $50 million to
$100 million and debts of $100 million to $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represented the Debtors.  In their previous
bankruptcy filing, the Debtors listed $735,821,000 in total assets
and $592,816,000 in total debts.  Intermet Corporation emerged
from its first bankruptcy filing in November 2005.


INTERPUBLIC GROUP: Fitch Comments on Third Quarter Earnings
-----------------------------------------------------------
Interpublic Group of Companies, which is rated 'BB+' with a
Positive Outlook by Fitch Ratings, has released earnings.  As
expected, third quarter revenues were down (18%), driven by
organic revenue decline of 14.2%.  While the top line performance
has been slightly worse than Fitch expected, cost cutting
initiatives (particularly on office and general) have been
aggressive enough to maintain EBITDA margin contractions within
Fitch's expectation of around 200 basis points.  The company has
aggressively cut cost in both salaries (headcount down 11% with
salaries expense down 6.5% organically year to date) and office
and general (down 13.4% organically YTD).  This attention to
margins has helped keep credit measures in line with IPG's rating
and outlook.

The weak revenue performance is a result of the current
advertising and marketing environment and has affected all of
IPG's peers.  Fitch still expects IPG to look more like its
investment grade peers within the next 12 to 18 months.

The ratings continue to reflect these:

  -- IPG's position in the industry as one of the largest global
     advertising holding companies, the inherent scalability of
     its cost structure, its diverse client base and the company's
     ample liquidity.

  -- IPG's business risk profile and credit metrics could reflect
     investment-grade characteristics in late 2010.  Fitch
     believes management has the willingness, ability and
     incentive to achieve investment-grade ratings.

  -- Credit metrics have improved significantly from 2005 levels
     (leverage is down from 12.4 times to 3.0x).  While 2009
     has been challenging for IPG and all global advertising
     agency holding companies, Fitch has always incorporated
     a potential downturn into IPG's ratings.

In considering a potential upgrade, Fitch will focus on several
factors over the next 12 to 18 months.  First, Fitch will monitor
IPG's ability to achieve 2009 organic revenue trends and margin
compression generally in-line with the industry.  Next, Fitch will
evaluate the degree of working capital volatility and IPG's
ability to manage working capital swings such that they do not
meaningfully minimize Free Cash Flow generation.

FCF for September 2009 LTM was approximately $400 million.  Fitch
expects FCF to be positive in the range of $100 to $300 million
for the year.  As of Sept. 30, 2009, IPG's liquidity position is
supported by the $1.8 billion in cash and equivalents and
$241 million available under its $335 bank credit facility due
July 2011 (reduced by $94 million in letters of credit).

Fitch calculates unadjusted gross leverage of approximately 3.0x
and expects that year end unadjusted gross leverage will be in the
range of 3.0x to 3.25x, which is within IPG's rating and outlook.

While IPG's leverage ratio covenant has limited room for further
deterioration (a 4% decline in covenant EBITDA would likely breach
the 3.25x leverage ratio), Fitch believes the company could
potentially obtain a waiver or an amendment to resolve this issue.
Such a negotiation could involve amendment fees or potentially
revised pricing.  Also, IPG could cancel the bank facility and
cash collateralize its existing LOCs ($94 million as of September
2009).  The company does not utilize the revolver for operations,
and the company's significant cash balance should provide
sufficient liquidity.

IPG's ratings are:

  -- Issuer Default Rating 'BB+';
  -- Senior unsecured notes 'BB+';
  -- Bank credit facility 'BB+';
  -- Preferred stock 'BB-'.

The Rating Outlook is Positive.


JETBLUE AIRWAYS: Reports $15 Million Net Income in Q3 2009
----------------------------------------------------------
JetBlue Airways Corporation reported net income of $15 million for
the three months ended September 30, 2009, compared with a net
loss of $8 million in the same period of 2008.

Operating income for the three months ended September 30, 2009,
was $66 million compared to $22 million for the same period last
year, and the Company's pre-tax margin increased 3.8 points from
2008, to 2.7%.

Operating revenues decreased 5%, or $48 million, to $854 million
from $902 million in the same period in 2008 primarily due to a
5%, or $43 million, decrease in passenger revenues.  The decrease
in passenger revenues was attributable to a 0.3 point decrease in
load factor on 3% more capacity and an 8% decrease in yield over
the third quarter of 2008.

Other revenue decreased 5%, or $5 million, primarily due to lower
change fees.  Other revenue also decreased due to lower marketing
revenues, offset by an increase in excess baggage revenue and
higher concession revenues from the Company's new terminal at JFK.

"Despite a tough economic environment, we reported our third
consecutive quarterly profit, thanks in large part to the hard
work of our dedicated crewmembers," said Dave Barger, JetBlue's
chief executive officer.  "The actions we took last year,
including restructuring our fuel hedge portfolio, reallocating
capacity and selling and deferring aircraft, have led to
significantly improved results.  While the uncertain economic
environment continues to pressure demand for air travel, we have
been able to leverage our strong brand and superior product to
introduce innovative ways to attract new customers and build
customer loyalty."

Operating expenses decreased 10%, or $92 million, over the same
period in 2008, primarily due to lower fuel prices, partially
offset by increased salaries, wages and benefits and maintenance
expense.  Operating capacity increased 3% to 8.4 billion available
seat miles.  Operating expenses per available seat mile decreased
13% to 9.40 cents for the three months ended September 30, 2009.
Excluding fuel, the Company's cost per available seat mile for the
three months ended September 30, 2009, was 9% higher compared to
the same period in 2008.  Operating expenses on a unit basis have
increased due to a shift in capacity from transcontinental flying
to shorter haul, which resulted in a 5% decrease in the Company's
average stage length year over year.

Aircraft fuel expense decreased 38%, or $148 million, due to a 40%
decrease in average fuel cost per gallon, or $160 million after
the impact of fuel hedging, offset by an increase of 4 million
gallons of aircraft fuel consumed, resulting in $12 million more
in fuel expense.  The Company recorded $23 million in effective
fuel hedge losses during the third quarter of 2009 versus $22
million in effective fuel hedge gains during the third quarter of
2008.  Average fuel cost per gallon was $2.07 for the third
quarter of 2009 compared to $3.42 for the third quarter of 2008.

Salaries, wages and benefits increased 14%, or $26 million,
primarily due to increases in pilot wages and related benefits
under the Company's new pilot employment agreements and a 7%
increase in average full-time equivalent employees.

Landing fees and other rents increased 9%, or $4 million, due
primarily to higher landing fee rates and an 8% increase in
departures over 2008, offset by $4 million reduction in airport
rents at JFK from 2008 due to the Company's terminal move.

Depreciation and amortization increased 9%, or $5 million,
primarily due to $5 million in amortization associated with
Terminal 5, which the Company began operating from in October
2008, and $6 million related to having on average nine more owned
aircraft in 2009.

Sales and marketing expense remained relatively flat, due to
$1 million in lower credit card fees resulting from decreased
passenger revenues offset by $1 million in higher advertising
costs.

Maintenance, materials, and repairs increased 25%, or $8 million,
due to an average of nine additional average operating aircraft in
2009 and the age of the Company's fleet compared to the same
period in 2008.

                  Nine Months Ended September 30

For the nine months ended September 30, 2009, the Company reported
net income of $47 million, compared with a net loss of $27 million
in the corresponding period last year.  Operating income for the
nine months ended September 30, 2009, was $215 million compared to
$60 million for the same period in 2008, and the Company's pre-tax
margin increased 4.7 points from 2008 to 3.2%.

Operating revenues decreased 5%, or $123 million, to
$2.191 billion from $2.334 billion in the same period in 2008
primarily due to a 6%, or $143 million, decrease in passenger
revenues.  The decrease in passenger revenues was attributable to
a 1.1 point decrease in load factor on 1% less capacity and a 3%
decrease in yield over 2008, offset by the addition of the
Company's Even More Legroom optional upgrade product, which the
Company introduced in mid-2008.

Other revenues increased 8%, or $20 million, primarily due to
higher excess baggage revenue resulting from new bag fees
introduced in 2008 and increased rates for these and other
ancillary services in 2009.  Other revenue also increased due to
additional LiveTV third party revenues and higher concession
revenues from our new terminal at JFK, partially offset by a
reduction in charter revenue.

                          Balance Sheets

At September 30, 2009, the Company's consolidated balance sheets
showed $6.533 billion in total assets, $5.022 billion in total
liabilities, and $1.511 billion in total stockholders' equity.

The Company had long-term debt, including current maturities, of
$3.157 billion at September 30, 2009, compared with
$3.204 billion at June 30, 2009, and $2.841 billion at
December 31, 2008.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?47d0

                 Liquidity and Capital Resources

At September 30, 2009, the Company had unrestricted cash and cash
equivalents of $951 million compared to $561 million at
December 31, 2008.

Cash flows from operating activities were $357 million for the
nine months ended September 30, 2009, compared to $109 million for
the nine months ended September 30, 2008.  The increase in
operating cash flows includes the impact of the 35% lower price of
fuel in 2009 compared to 2008 and the return of $25 million in
restricted cash that collateralizes letters of credit issued to
the Company's primary credit card processor.

Cash flows used in investing activities were $321 million for the
nine months ended September 30, 2009, compared to $227 million for
the nine months ended September 30, 2008.  During the nine months
ended September 30, 2009, capital expenditures related to the
Company's purchase of flight equipment included expenditures of
$303 million for 11 aircraft and two spare engines, $19 million
for flight equipment deposits and $8 million for spare part
purchases.  Capital expenditures for other property and equipment,
including ground equipment purchases and facilities improvements,
were $61 million.  Proceeds from the sale of two aircraft were
$58 million.  Investing activities also included $54 million in
proceeds from the sale of certain auction rate securities.

Cash flows from financing activities were $354 million for the
nine months ended September 30, 2009, compared to $493 million for
the nine months ended September 30, 2008.  Financing activities
for the nine months ended September 30, 2009, consisted of (1) the
Company's issuance of $201 million of 6.75% convertible
debentures, raising net proceeds of approximately $197 million,
(2) the Company's public offering of approximately 26.5 million
shares of common stock for approximately $109 million in net
proceeds, (3) the Company's issuance of $143 million in fixed
equipment notes to banks and $102 million in floating rate
equipment notes to banks secured by three Airbus A320 and six
EMBRAER 190 aircraft, (4) paying down a net of $107 million on the
Company's lines of credit collateralized by the Company's auction
rate securities, (5) scheduled maturities of $110 million of debt
and capital lease obligations, (6) the repurchase of
$20 million principal amount of 3.75% convertible debentures due
2035 for $20 million, and (7) reimbursement of construction costs
incurred for Terminal 5 of $42 million.

The Company had working capital of $321 million at September 30,
2009, compared to a working capital deficit of $119 million at
December 31, 2008.  Working capital includes the fair value of the
Company's fuel hedge derivatives, which was an asset of
$10 million and a liability of $128 million at September 30, 2009,
and December 31, 2008, respectively.  The Company also had
approximately $205 million in auction rate securities, including
the related put option, classified as short term at September 30,
2009.  The Company's auction rate securities held at December 31,
2008 were classified as long term.

The Company expects to meet its obligations as they become due
through available cash, investment securities and internally
generated funds, supplemented as necessary by financing
activities, as they may be available to the Company.  The Company
believes that its working capital will be sufficient to meet its
cash requirements for at least the next 12 months.

"JetBlue's strong liquidity position affords us the flexibility to
weather the economic downturn while making prudent investments to
position us for long-term growth," said Ed Barnes, JetBlue's chief
financial offier.

                      About JetBlue Airways

Based in Forest Hills, New York, JetBlue Airways Corporation
(NASDAQ: JBLU) -- http://www.jetblue.com/-- is a passenger
airline company, currently serving 58 cities with 550 daily
flights.  JetBlue operates primarily on point-to-point routes with
its fleet of 107 Airbus A320 aircraft and 35 EMBRAER 190 aircraft.
For the year ended December 31, 2008, JetBlue was the 7th largest
passenger carrier in the United States based on revenue passenger
miles as reported by those airlines.

                           *     *     *

As reported in the Troubled Company Reporter on October 28, 2009,
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.


JOHN MCCLELLAND: Appraisers Have No Liability to Debtor
-------------------------------------------------------
WestLaw reports that even assuming appraisers whom the debtor
retained only in his capacity as an individual Chapter 11 debtor-
in-possession to value estate property owed a duty of care to the
debtor individually to properly conduct the appraisal in order to
maximize any surplus potentially available for distribution to the
debtor, their alleged error, in relying solely on an income
approach to value certain rent-producing property, despite the
fact that the property could have been marketed for sale, did not
rise to the level of "gross negligence," for which the appraisers
could be liable to debtor.  A bankruptcy judge in New York held
that the appraisers performed an adjudicatory function similar to
that performed by Chapter 11 trustees, for immunity purposes.  In
re McClelland, --- B.R. ----, 2009 WL 3326126 (Bankr. S.D.N.Y.)
(Morris, J.).

This case, the Honorable Cecelia G. Morris noted, presented a
question of first impression for the Court: Where a professional
is retained by Order of the Court, on application of the Debtor,
and that professional's work results in the disposition of a major
asset of the bankruptcy case, which achieves a 100 percent plan,
may the Debtor subsequently attack the acts of that professional
as grossly negligent or fraudulent?  Judge Morris holds that the
Debtor failed to plead acts by the Appraisers that were so
egregious and wanton as to constitute gross negligence;
additionally, the Debtor failed to plead any intent to defraud on
the part of the Appraisers that was contemporaneous with any
relevant representation.

John S. McClelland sought Chapter 11 protection (Bankr. S.D.N.Y.
Case No. 03-37997) on Dec. 19, 2003.  By Order dated August 24,
2005, the Bankruptcy Court confirmed Mr. McClelland's second
amended plan of reorganization, providing that general unsecured
creditors would receive 100 percent of their allowed claims.  It
appears that Mr. McClelland's creditors were, in fact, paid in
full, and Mr. McClelland sued the Appraisers (Bankr. S.D.N.Y. Adv.
Pro. No. 07-9014) arguing that he was short-changed.


JOHNSON BROADCASTING: TV Stations Up for Auction on December 7
--------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Johnson Broadcasting
Inc. has a buyer for its television stations for $14.825 million,
although the Company has the right instead to seek confirmation of
a reorganization plan paying all creditors in full.

The report relates that to compromise an effort by the secured
creditor for the appointment of a Chapter 11 trustee, Johnson
agreed to the appointment of a manager and a dual-track plan for
selling the business to an outsider or confirming a full-payment
plan if the current owner can nail down financing.  The secured
creditor, owed $4.2 million, is an affiliate of Merrill Lynch &
Co.

A hearing before the Bankruptcy Court will be held Nov. 23 for
approval of the disclosure statement explaining the dualtrack
Chapter 11 plan. Other bids for the business are due Dec. 1,
followed by an auction on Dec. 7.

A pivotal hearing will be held Dec. 1 where, to avoid having the
stations sold to a third party, Johnson must prove the feasibility
of obtaining financing to pay all creditors in full. If a full-
payment plan isn't in the cards, the bankruptcy court will conduct
a hearing on Dec. 11 to approve sale.  In addition to the Merrill
claim, there is $3 million owing in financing for the
reorganization and almost $30 million coming to unsecured
creditors.

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Closely held Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. filed separate petitions for Chapter
11 relief on October 13, 2008 (Bankr. S.D. Texas Case No. 08-36583
and 08-36585, respectively).  Johnson sought Chapter 11 protection
in October 2008 when the lessor of equipment sought to foreclose.
The controlling shareholder, Douglas R. Johnson, also filed in
Chapter 11 (Bankr. S.D Tex. Case No. 08-35584).

John James Sparacino, Esq., Joseph Peak Rovira, Esq., and Timothy
Alvin Davidson, II, Esq., at Andrews and Kurth, serve as counsel
to the Debtors.  In its schedules, Johnson Broadcasting Inc.
listed total assets of $7,759,501 and total debts of $14,232,988.


KAINOS PARTNERS: Can Access DIP Financing Until November 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the consent order entered among Kainos Partners Holding Company,
LLC, et.al., the CIT Group/Equipment Financing, Inc., Kainos
Investment Partners II, LLC, and Dunkin Brands Inc., and the
Official Committee of Unsecured Creditors appointed in the cases,
extending the financing period until Nov. 30, 2009.

The Court also authorized the Debtors to:

   -- obtain extensions of credit up to $1.5 million from the DIP
      lenders;

   -- use of cash collateral;

   -- grant adequate protection to the DIP lender and the
      prepetition lenders.

The Debtors related that it owed the prepetition lenders in
respect of loans, advances and other financial accommodations:

   1. CIT - $24.9 million
   2. DBI - $4.1 million
   3. PCEPH KPHC Holdings, Inc. - $530,000
   4. Bridge lenders - $633,000

The prepetition obligations were secured by valid, enforceable and
properly perfected first priority liens, mortgages and security
interests in various assets.  The Bridge obligations were given a
first priority priming lien and security interest in the Bridge
collateral, superior in all respects to the liens securing the
prepetition loan documents; and the prepetition lenders were given
a second priority lien and security interest in the Bridge
collateral, subject to the lien securing the bridge obligations.

The Debtors said it is in need to obtain funds and financial
accommodations to continue their business operations.  The Debtors
were unable to obtain secured credit.

The DIP lenders expressed willingness to make loans, advances and
other financial accommodations to the Debtors, and prepetition
lenders consented to the Debtors' use of cash collateral.

The Debtors' access to the financing will expire on the earliest
of (i) Nov. 30, 2009; or (ii) the occurrence of a termination
event.

                   About Kainos Partners Holding

Greer, South Carolina-based Kainos Partners Holding Company, LLC -
- http://www.kainospartners.com/-- operates the "donut-and-
coffee" franchises.

The Company and its affiliates filed for Chapter 11 on July 6,
2009 (Bankr. D. Del. Lead Case No. 09-12292.)  Two of its
affiliates filed for separate Chapter 11 petitions on Sept. 15,
2009 (Bankr. D. Del. Case Nos. 09-13213 to 09-13214.)  An
affiliate filed for separate Chapter 11 petition on Sept. 23, 2009
(Bankr. D. Del. Case No. 09-13285.)  Attorneys at the Law Offices
of Joseph J. Bodnar represent the Debtors in their restructuring
efforts.  The Debtor did not file a list of 20 largest unsecured
creditors.  In its petition, the Debtors listed assets and debts
both ranging from $10 million and $50 million.


KRONOS INTERNATIONAL: Moody's Raises Corp. Family Rating to 'Caa1'
------------------------------------------------------------------
Moody's Investors Service raised Kronos International, Inc.'s
Corporate Family Rating to Caa1 from Caa3 and the rating on the
EUR400 million senior secured notes due 2013 to Caa2 from Ca.  The
upgrade reflects KII's improved liquidity profile and a modest
recovery in titanium dioxide (TiO2) market conditions.  The rating
outlook was moved to stable.

The improved liquidity results from an amendment to KII's
revolving credit facility that significantly lowers the immediate
potential for a covenant violation and allows it to borrow up to
EUR51 million under its EUR80 million revolving credit facility.
(KII had lost access to its revolver after a shortfall in first
quarter 2009 EBITDA resulted in non-compliance with the revolver's
financial covenants.) The amendment waives the compliance
requirement for the original leverage covenant (Net Secured Debt
to EBITDA not greater than 70%) until the borrowers can meet the
original requirement.  Additional financial covenants are imposed
by the revolver amendment (minimum EBITDA levels, minimum net
working capital to net financial debt) until the company meets the
original leverage covenant.

The waivers of covenant compliance received during 2009 and
amendment resulted in KII not being in default under the
revolver's financial covenants, but under the terms of the
amendment the company cannot borrow more than a total of
EUR51 million under the EUR80 million agreement until files its
first quarter 2010 compliance certificates demonstrating
compliance with the minimum EBITDA, net working capital to net
financial debt and net financial debt to equity covenants.
Moody's does expect the company to be able to comply with these
financial covenants, but expects that the company's EBITDA will
not recover sufficiently to meet the original leverage test until
the second half of 2010, at the earliest.  Capacity under the
amended revolver and cash balances are expected to provide
sufficient liquidity over the next twelve months.  KII's cash
balances have improved steadily in 2009 as it sharply reduced its
working capital, generating $93 million in cash flow from working
capital reductions during the first half of the year.  Inventories
had ballooned in the fourth quarter of 2008 when the company
failed to curtail production as the TiO2 market demand plummeted.

This summarizes the ratings changes:

Ratings upgraded:

Kronos International Inc.

* Corporate family rating -- Caa1 from Caa3

* Probability of default rating -- Caa1 from Caa3

* EUR400 million 6.5% Sr Sec Notes due 2013 -- Caa2 (LGD5, 72%)
  from Ca (LGD5%, 72%)

* Outlook: Stable

Moody's expects marked improvement in KII's performance in the
second half 2009 as demand for TiO2 rebounds somewhat from very
low levels earlier in the year, KII's capacity utilization rates
increase, high cost inventory has been sold and announced price
increases are at least partially realized.  As a result of de-
stocking of the supply chain abating, end demand increasing and
certain industry capacity being shutdown, the TiO2 industry supply
demand fundamentals have become more favorable.  However, the Caa1
CFR reflects the overall depressed TiO2 market demand as a result
of a slow economic recovery in KII's main European markets,
uncertainty over pace of the future recovery in end market demand,
the need to renegotiate its revolving credit facility well before
the facility's May 2011 maturity and the potential for negative
free cash flow until KII's sales volumes and profitability further
improve.

The stable ratings outlook primarily reflects the improvement in
liquidity that is expected to adequately support KII's liquidity
needs over the next twelve months and the modest recovery in the
TiO2 market.  The ratings however could come under negative
pressure if liquidity were to decline significantly (e.g., if KII
generated negative free cash flow on an ongoing basis, or if it
were not able to continue to have access to its committed
revolving credit facility).

Moody's most recent announcement concerning the ratings for KII
was on May 8, 2009, when KII's CFR was lowered to Caa3 from Caa1
reflecting the inability to meet the revolver financial covenants
and KII's delay in getting an amendment.  At that time, a negative
outlook was assigned.

Kronos International, Inc., produces and markets TiO2 pigments in
Europe, and is a wholly owned subsidiary of Kronos Worldwide,
Inc., headquartered in Dallas, Texas.  For the LTM ended June 30,
2009, the company reported sales of $790 million.


LAMBERT PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Lambert Properties, LLC
        1103 N Hickory Street, Suite C
        Loxley, AL 36551

Case No.: 09-14987

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Barry A. Friedman, Esq.
                  Barry A. Friedman and Associates P.C.
                  P.O. Box 2394
                  Mobile, AL 36652-2394
                  Tel: (251) 439-7400
                  Email: bky@bafmobile.com

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

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

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


LARRY HORTON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Larry D. Horton
               Mary Ann Horton
               5375 Brooks Woods Road
               Lothian, MD 20711

Bankruptcy Case No.: 09-30657

Chapter 11 Petition Date: October 27, 2009

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

Judge: James F. Schneider

Debtors' Counsel: James Greenan, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Email: jgreenan@mhlawyers.com

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

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

According to the schedules, the Company has assets of $1,054,474,
and total debts of $1,260,004.

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

           http://bankrupt.com/misc/mdb09-30657.pdf

The petition was signed by the Joint Debtors.


LESLIE'S POOLMART: Moody's Affirms Corporate Family Rating at 'B3'
------------------------------------------------------------------
Moody's Investors Service affirmed Leslie's Poolmart, Inc.'s B3
Corporate Family and Probability of Default Ratings, and raised
the rating on its Senior Unsecured Notes due 2013 to B1 from B2 as
per Moody's Loss Given Default methodology.  The ratings outlook
is stable.

Leslie's B3 corporate family rating is constrained by the
company's weak credit metrics stemming from its very high
consolidated debt load, which includes sizeable debt obligations
at its holding company.  The rating also reflects Leslie's small
scale relative to other rated global retailers and its very high
seasonality.  Positive consideration is given to Leslie's good
liquidity and consistent operating performance in a difficult
retail environment, as profitability remains strong and comparable
store sales relatively stable.  The rating also reflects the
company's leading position in the very narrow pool supply sub-
sector of retail and national footprint.

The stable rating outlook reflects the expectation that Leslie's
will continue to maintain solid operating margins and good
liquidity in a still-challenging economic and retail environment.

Ratings affirmed:

* Corporate Family Rating at B3;
* Probability of Default Rating at B3;

Ratings raised:

* Senior Unsecured Notes due 2013 to B1 (LGD2, 24%) from B2 (LGD4,
  62%)

The ratings outlook is stable.

The last rating action on Leslie's was on August 24, 2007, when
Moody's downgraded the company's CFR to B3 with a stable outlook.

Leslie's Poolmart, Inc., headquartered in Phoenix, Arizona, is the
largest chain for specialized pool supplies in the United States.
The company markets its products under the trade name "Leslie's
Swimming Pool Supplies;" operating 621 stores in 35 states, a mail
order catalogue, and internet web store.  Revenues for the LTM
period ended June 27, 2009, approached $500 million.  The company
is majority owned by affiliates of Leonard Green & Partners, LP.


LILLIAN VERNON: Lift Stay Requested in RDA Case to Continue Suit
----------------------------------------------------------------
The plan administrator and the Official Committee of Unsecured
Creditors of LV Liquidation Corp., formerly known as Lillian
Vernon Corporation, ask the U.S. Bankruptcy Court for the Southern
District of New York pursuant to Section 362(d)(1) of the
Bankruptcy Code to modify the automatic stay so that the LV Estate
Parties may file a claim objection and initiate an adversary
proceeding in the LV Debtor's bankruptcy case against Direct
Holdings U.S. Corp., a Debtor in the bankruptcy cases of The
Reader's Digest Association Inc.

Jay R. Indyke, Esq., at Cooley Godward Kronish LLP, in New York,
relates that DHUS possesses by far the largest and one of the last
disputed claims against the LV Debtor, who has confirmed a plan of
liquidation, fully-administered and closed the LV Debtor's
affiliate bankruptcy estates, and is in the process of winding
down its affairs so that it may make distributions to holders of
allowed unsecured claims and close the LV Debtor's Chapter 11
case.

DHUS was also a party to a transaction that was the proximate
cause of the LV Debtor's and its affiliates' bankruptcy.  After
thorough review and investigation, Mr. Indyke contends that the LV
Estate Parties have concluded that (i) the DHUS Claim is without
merit, and is the proper subject of a claim objection, and (ii) an
adversary proceeding should be commenced against DHUS as a result
of its role, and the role of its direct and indirect affiliates,
in the LV Debtors' bankruptcy and subsequent liquidation.

The LV Estate Parties, however, are precluded by the automatic
stay imposed by the commencement of the Debtors' Chapter 11 cases
from taking the necessary actions to expunge the DHUS Claim, which
must be objected to before December 7, 2009, under the terms of
the plan confirmed in the LV Case, Mr. Indyke tells Judge Drain.
Hence, and because the DHUS Claim must be adjudicated before the
Plan Administrator can make distributions to holders of allowed
unsecured claims and fully administer the LV Debtor's estate, he
asserts that the pendency of the DHUS's Chapter 11 case has in
effect handcuffed the LV Estate Parties from taking the steps
necessary to wind-down the LV Case.

The LV Debtor's present inability to object to the DHUS Claim has
the potential to significantly prejudice the interests of the LV
Debtor's estate, Mr. Indyke further contends.  Indeed, he asserts,
if the Plan Administrator is unable to file an objection to the
DHUS Claim before the fast-approaching claims objection deadline,
then the unmeritorious DHUS Claim will be deemed allowed under the
Plan and DHUS will receive a large distribution from the remaining
assets of the LV Debtors' estates, one to which it is not
entitled, to the severe detriment of the holders of properly
allowed unsecured claims.

Accordingly, the LV Estate Parties submit that cause exists to
modify the automatic stay to allow the Plan Administrator to file
an objection to the DHUS Claim and the LV Committee to commence an
adversary proceeding against DHUS.

A hearing to consider LV Estate Parties' request will be held on
November 20, 2009.  Objections to the request are due November 16.

                     About Lillian Vernon

Based in Virginia Beach, Virginia, Lillian Vernon Corp. --
http://www.lillianvernon.com/-- and its affiliates are direct
mail specialty catalog and online companies concentrating on the
marketing of gifts, holiday products, toys and children's
products, personal and home accessories, kitchen and houseware
products and garden and outdoor products.  They have developed a
proprietary customer database containing information about its
customers, including such data as order frequency, size and date
of last order and type of products purchased.  The database
contains information with respect to over 27 million customers,
gift recipients and people who have requested its catalogs.  In
the fiscal year ended Feb. 22, 2003, they published 33 catalog
editions and mailed approximately 150,000,000 catalogs to past and
prospective customers.  They also offer products over the
Internet.

The company and six of its affiliates filed for Chapter 11
protection on Feb. 20, 2008 (Bankr. D. Del.,  ase No. 08-
10323).  Ann C. Cordo, Esq., Daniel B. Butz, and Esq., J. Dehney,
Esq. at Morris, Nichols, Arsht & Tunnell, L.L.P. represent the
Debtors in their restructuring efforts.  Lillian Vernon's parent,
Sun Capital Partners Inc., a privately held investment company
with offices in Boca Raton, Fla., is not included in the
bankruptcy filing.  The U.S. Trustee for Region 3 has appointed
creditors to serve on an Official Committee of Unsecured Creditors
in these cases.  The company listed assets of $1 million to
$100 million and debts of $1 million to $100 million in its
bankruptcy filing.


MAGNA ENT: Lone Star Park Sold to Global Gaming
-----------------------------------------------
Magna Entertainment Corp. conducted another auction for its Lone
Star Park racing track in Grand Prairie, near Dallas.  According
to Bill Rochelle at Bloomberg, after 43 rounds of bidding, the
original bidder, Global Gaming LSP LLC, emerged as the winning
bidder with an offer of $47.3 million.  Global's original offer
was $27 million.

The auction was reopened after a competing offer was made by Penn
National Gaming Inc., who dangled $40 million.

The Bankruptcy Court set up sale procedures for Pimlico and Laurel
Park in Maryland, Santa Anita and Golden Gate Fields in
California, and Gulfstream in Florida.  Magna Entertainment has
proposed:

   * an auction for the tracks in Pimlico and Laurel Park in
     Maryland on Jan. 8, with bids due November 2, and a sale
     hearing on Jan. 11;

   * a Feb. 25 auction for the tracks Santa Anita and Golden Gate
     Fields in California, and Gulfstream in Florida; with bids
     due Feb. 10 and a sale hearing on Feb. 26

Magna previously sold several tracks to generate between
$157 million and $205 million. The tracks already sold include
Remington Park and Thistledown.

                     About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a 50% interest in HorseRacing TV(R), a 24-hour horse racing
television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del. Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges LLP, have been engaged as bankruptcy counsel.
Mark D. Collins, Esq., L. Katherine Good, Esq., and Maris J.
Finnegan, Esq., at Richards, Layton & Finger, P.A., are the
Debtors' local counsel.  Miller Buckfire & Co. LLC is the Debtors'
investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent for the Debtors.

Magna Entertainment Corp. had total assets of US$1.054 billion and
total liabilities of US$947.3 million based on unaudited
consolidated financial statements as of Dec. 31, 2008.


MAGNA ENT: Wants to Cut Ties With Laurel Park & Pimlico Ex-Owners
-----------------------------------------------------------------
Hanah Cho at the Baltimore Sun reports that Magna Entertainment
Corp. has sought the bankruptcy court's permission to terminate a
2002 profit-sharing agreement to split any potential slots
proceeds with former Laurel Park and Pimlico Race Course owners,
including Joseph De Francis, before the two racetracks will be
auctioned on January 8, 2010.

Baltimore Sun relates that under the agreement, Mr. Francis, his
sister, Karin, and others would receive 65% of pre-tax slots
profit during the first five years, 50% for the next five years
and 40% in the following decade.  About 20 after the debut of
slots, Magna Entertainment would keep everything, says the report.

Magna Entertainment's lawyer said in court documents that the
slots profit-sharing deal could hinder the sale of Laurel Park.
According to court documents, Magna Entertainment said that the
restriction imposed by the 2002 deal on any new owner "places a
considerable cloud over the amount that prospective purchasers may
be willing to attribute to such [an alternative gambling] revenue
stream," and it is in the best interest of Magna to terminate the
deal and "remove this perceived risk and to provide clarity in
connection with the auction process."

According to Baltimore Sun, Maryland Horse Racing Commission
chairperson John Franzone said that he's not sure whether the
profit-sharing deal is relevant anymore, since the state has
prescribed a certain share of slots proceeds for operators.  Under
the state law authorizing slots in Maryland, operators have a 33%
share of slots proceeds.

A Magna attorney said during a hearing this month that Mr. De
Francis and other former owners also were interested in bidding.
Mr. De Francis said he and other former owners submitted several
proposals to Magna to recapitalize the Maryland tracks.

Baltimore Sun reports that Mr. De Francis said that he and other
former owners "intend to oppose the filing vigorously.  We think
it's dead wrong, and there isn't too much to say besides that."

Magna Entertainment, according to Baltimore Sun, was disqualified
in its bid to bring slot machine gambling to Laurel Park.
Baltimore Sun relates that the sole recognized bidder, Cordish
Cos., has run into problems securing zoning approval for a
proposed 4,750-machine slots facility near Arundel Mills mall.
The Maryland commission gave set a December 17 deadline for a
solution of the zoning matter, saying that it might reject the
Cordish bid if the matter isn't resolved.  Baltimore Sun states
that the Anne Arundel County Council will consider two proposals
on December 7: to rezone the mall area and let the Cordish plan
move forward if it also wins a state slots license; and to put the
casino in an industrial area south of Route 32, which includes
Laurel Park.  According to the report, Cordish has no interest in
that area.

Baltimore Sun says that potential bidders for the Maryland tracks
have until November 2 to submit offers to Magna Entertainment,
with the requirement that buyers keep the Preakness Stakes, middle
leg of racing's Triple Crown, in Maryland, and the Company will
submit to the court a lead bid for the two tracks on November 9.

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.


MAINSTREAM DEV'T: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Mainstream Development LLC has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court in Nashville, listing
$1 million to $10 million in assets and $1 million to $10 million
in debts owed to less than 50 creditors, six of which holding a
total of $1.26 million in unsecured claims.  Elliott W. Jones,
Esq., at Drescher & Sharp assists Mainstream Development in its
restructuring efforts.  E. Thomas Wood at NashvillePost.com
reports that most of the required financial disclosures and other
schedules have not yet been filed in the court.

Franklin-based Mainstream Development LLC owns 61 acres of land in
or near Fayetteville.  It has also developed a residential
community in that city called Robert E. Lee Garden Estates.


MAINSTREAM DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Mainstream Development, LLC
        3109 St. Stephens Way
        Franklin, TN 37064

Bankruptcy Case No.: 09-12315

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Elliott Warner Jones, Esq.
                  Drescher & Sharp PC
                  1720 West End Avenue, Suite 300
                  Nashville, TN 37203
                  Tel: (615) 425-7121
                  Fax: (615) 425-7111
                  Email: ejones@dsattorneys.com

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

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

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

The petition was signed by William S. Carman Sr., chief manager of
the Company.


MAMMOTH CORONA: Section 341(a) Meeting Slated for November 20
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of Mammoth Corona 1 LLC on Nov. 20, 2009, at 09:00 a.m., 411 W
Fourth St., Room 1-159 in Santa Ana, California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.

Based in San Juan Capistrano, California, Mammoth Corona 1 LLC
filed for Chapter 11 on Oct. 16, 2009 (Bankr. C.D. Calif. Case No.
09-21220).  Thomas C. Corcovelos, Esq., represents the Debtor.  In
its petition, the Debtor listed both assets and debts between
$10 million and $50 million.


MANUFACTURING WHITSELL: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Manufacturing, Whitsell Inc.
        32910 Saginaw East Rd.
        Cottage Grove, OR 97424

Bankruptcy Case No.: 09-65831

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Frank R. Alley III

Debtor's Counsel: Stephen L. Behrends, Esq.
                  POB 10552
                  Eugene, OR 97440
                  Tel: (541) 344-7472
                  Email: sbehrends@oregon-attorneys.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/orb09-65831.pdf

The petition was signed by Bonnie Parmenter, secretary/treasurer
of the Company.


MASHANTUCKET PEQUOT: Has Forbearance from Lenders Until Jan. 20
---------------------------------------------------------------
The Mashantucket Pequot Tribal Nation said that following
negotiations with lenders during the past several weeks, the
senior lenders have agreed to a forbearance agreement extending
through January 20, 2010.

The Tribe said it won't provide further updates on the discussions
with its creditors until they are concluded.  It says it remains
committed to working with its lenders to reach consensual
resolutions.

The Tribe said its debt restructuring efforts are separate and
distinct from operations at Foxwoods and they will not have any
impact on guests, employees, suppliers or business partners at
Foxwoods or MGM Grand at Foxwoods.  Foxwoods remains committed to
providing its guests with its signature guest service,
unparalleled gaming options, the very best in entertainment, and
world-class services, dining and amenities.

                  About the Mashantucket Pequot

The Mashantucket Pequots are an Eastern Woodland people with its
traditional homelands in Southeastern Connecticut having endured
centuries of conflict, survival and continuity on and around one
of America's oldest Indian reservations, established in
1666.

The Mashantucket Pequot Tribal Nation owns one of the largest
resort casino in the world, Foxwoods Resort Casino --
http://www.foxwoods.com/,along with several other economic
ventures including the Lake of Isles Golf Course --
http://www.lakeofisles.com/-- a joint-venture partnership
establishing the MGM Grand at Foxwoods, The Spa at Norwich Inn and
Foxwoods Development Company dedicated to world-class resort
development throughout the United States and Caribbean.
The Tribe employs approximately 10,000 people and, through its
slot contribution agreement, it has contributed nearly $3 billion
to the State of Connecticut since January 1993.

                           *     *     *

Moody's previous rating action was on August 26, 2009, when the
Tribe's Corporate Family Rating was lowered to Caa2 from B1 and
all of its ratings were placed on review for possible downgrade


MIDWEST BANC HOLDINGS: Lender Agrees to Forbear Until March 31
--------------------------------------------------------------
Midwest Banc Holdings, Inc., previously disclosed it is in
violation of covenants under its revolving line of credit and term
note and the related loan documents relating to the level of
nonperforming loans and the failure to report a quarterly profit,
as of June 30, 2009; did not make a required $5.0 million
principal payment due on July 1, 2009 under the covenant waiver
for the third quarter of 2008, for which the Company was advised
by its lender that such noncompliance constituted a continuing
event of default; and did not pay the lender all of the aggregate
outstanding principal on the revolving line of credit at its
maturity date of July 3, 2009, which constituted an additional
event of default under the Credit Agreements. In addition, the
Company did not make a required $5.0 million principal payment due
on October 1, 2009.  As a result, the lender possesses certain
rights and remedies, including the ability to demand immediate
payment of amounts due totaling $63.6 million plus accrued
interest or foreclose on the collateral supporting the Credit
Agreements, being 100% of the stock of the Company's wholly-owned
subsidiary, Midwest Bank & Trust Company.

The Company said in a filing with the Securities and Exchange
Commission that on October 22, 2009, it entered into a Forbearance
Agreement with its lender.  The lender has agreed to forbear from
exercising the rights and remedies available to it under the
Credit Agreements (other than the continued imposition of the
default rates of interest) for a period commencing on July 3, 2009
and ending on the first to occur of:

   (a) March 31, 2010;

   (b) the date on which the Company breaches or defaults in any
       of its representations, warranties or obligations to the
       lender under the Forbearance Agreement;

   (c) the date on which the Company defaults in complying with
       any of its continuing obligations under the Credit
       Agreements; and

   (d) the date on which Midwest Bank becomes subject to a
       receivership by the Federal Deposit Insurance Corporation,
       or the date on which the Company becomes subject to a
       bankruptcy or insolvency type proceeding.

The Company has entered into a Deposit Account Security and
Control Agreement in favor of the lender and has deposited
$325,000 into the DDA account described therein (the "Account").
The Company has also entered into a Tax Refund Security Agreement
in favor of lender.  Upon receipt by the Company of one of its
federal tax refunds (approximating $2.1 million), the Company must
deliver the proceeds received to lender, which proceeds will be
maintained in the Account and shall be subject to the Deposit
Agreement.

The Company must pay all accrued interest, accrued late fees,
principal payments and interest due under the Credit Agreements
during the Forbearance Period, and make all other payments or
reimbursement required by the Credit Agreements; provided,
however, that (1) all such payments shall be made by lender
debiting the amounts maintained in the Account, and (2) if there
is no money in the Account, the Company shall not be obligated to
make any such payments to lender prior to the termination of the
Forbearance Period.

Immediately upon the termination of the Forbearance Period for any
reason: (i) the forbearance provided by the Forbearance Agreement
shall terminate; (ii) the term note and the revolving line of
credit shall be immediately due and payable without further
notice; (iii) the Credit Agreements shall be enforceable against
the Company in accordance with their terms; and (iv) the lender
shall be entitled to exercise all its rights and remedies under
the Credit Agreements and at law (without any further notice or
demand). During the Forbearance Period, lender shall be entitled
to take any actions deemed necessary by it to preserve its rights
and its interests under the Credit Agreements.

                      Third Quarter Results

Midwest Banc Holdings recorded a net loss of $41.3 million for the
third quarter of 2009 compared to a net loss of $159.7 million in
the third quarter of 2008, and a net loss of $76.5 million for the
second quarter of 2009.  On a per share basis, net loss per share
for the quarter was $1.52, compared to a net loss per share of
$5.76 in the third quarter of 2008 and net loss per share of $2.78
in the second quarter of 2009.  Results for the third quarter
include a $37.5 million provision for credit losses, which
increased the allowance for loan losses to 3.4 percent of loans
from 2.5 percent at June 30, 2009.  The company also completed its
annual goodwill impairment study as of September 30, 2009 and
determined that goodwill was not impaired.

"As a result of great effort, foresight, and aggressive action by
management, as of September 30, 2009 our Bank remains `well-
capitalized' by all regulatory measures," said Roberto R.
Herencia, chief executive officer. "While significantly increasing
the loan loss provision, our Bank also maintained its `well-
capitalized' status through aggressive cost-cutting actions, loan
portfolio reductions and a capital contribution from the holding
company."

"We have improved the quality of the Bank's balance sheet over the
past two quarters through building of loan loss reserves,
repositioning of the investment portfolio to provide an extremely
high level of liquidity and re-assessing the valuation of our
deferred tax assets, while maintaining our Bank's regulatory
capital ratios as we execute a complex and comprehensive capital
plan."

"We have hired new credit talent and our objective is to get in
front of credit issues. We have performed several special
portfolio reviews, increased our vigilance to allow for early
identification of problem loans, significantly increased resources
available to manage problem loans, and tightened pricing and
underwriting standards - all in less than six months. Our
provision for loan losses continues to be double our net charge-
offs, and ratio of the allowance for loan losses to loans
increased significantly to 3.40 percent at September 30, 2009,
from 2.50 percent at June 30, 2009 and 1.58 percent at September
30, 2008. Timely recognition of exposure allows us to work with
our customers who are feeling the effects of the downturn in the
Chicago commercial real estate market, including the construction
and development segment, prior to the need to charge-off
uncollectible amounts."

A full-text copy of the company press release on its third quarter
results is available at http://researcharchives.com/t/s?47cd

                    About Midwest Banc Holdings

Midwest Banc Holdings, Inc. (NASDAQ:MBHI) is a community-based
bank holding company.  It has two principal operating
subsidiaries; Midwest Bank and Trust Company and Midwest Financial
and Investment Services, Inc.  Midwest Bank has 26 locations
serving the diverse needs of both urban and suburban Chicagoland
businesses and consumers through its Commercial Banking, Wealth
Management, Corporate Trust and Retail Banking areas.

The Company had total assets of $3.54 billion against debts of
$3.36 billion as of Sept. 30, 2009.

Midwest Banc Holdings said in its quarterly report for the period
ended June 30, 2009, that there is substantial doubt about its
ability to continue as a going concern.


MINCO GOLD: NYSE Extends Listing Until February 8, 2010
-------------------------------------------------------
Minco Gold Corporation on October 28 disclosed that it advised in
a news release dated August 13, 2009 that on August 7, 2009 the
Company received a notice from NYSE Amex LLC advising that the
Company is not in compliance with the continued listing standards
of the Exchange as set out in the Exchange's company guide.

The main reason the Company did not meet the minimum requirements
of net asset value is due to over C$9 million in acquisition and
exploration costs expensed in the 2008 fiscal year under US
General Accepted Accounting Principles on the Company's Changkeng
gold project in the Guangdong province, China, and over C$2.5
million due on the payment for the exploration permit payable by
other joint venture partners for the Project accrued as a loan
payable on the Company's financial statements.  The Company
believes that, while these treatments may be what is required
under both Canadian and US GAAP, they do not best reflect the
potential economic value of this Project as the Company has
defined a one million ounce gold resource on the Project.

The Company was afforded the opportunity to submit a plan of
compliance to the Exchange and on September 4, 2009 and October 9,
2009 respectively, the Company presented its plan to the Exchange.
On October 23, 2009 the Exchange notified the Company that it
accepted the Company's plan of compliance and granted the Company
an extension until February 8, 2010 to regain compliance with
Section 1003(a)(iv) of the Guide and until February 7, 2011 to
regain compliance with Sections 1003(a)(i), 1003(a)(ii), and
100(a)(iii) of the Guide.  The Company will be subject to periodic
review by Exchange staff during the extension period.  Failure to
make progress consistent with the plan or to regain compliance
with the continued listing standards by the end of the extension
period could result in the Company being delisted from the
Exchange.

The Company is working diligently to meet the schedule deadlines
and to regain compliance with the Exchange's continued listing
standards in due course.

                          About Minco Gold

Minco Gold Corporation (CA:MMM) (NYSE Amex: MGH)(FRANKFURT: MI5)
-- http://www.mincomining.ca/-- is a Canadian mining company
involved in the direct acquisition and development of high-grade,
advanced stage gold properties.  The Company owns an exploration
property portfolio covering more than 1,000 square kilometres of
mineral rights in China.


MCG CAPITAL: Fitch Assigns 'BB+' Rating on $34.3 Mil. Notes
-----------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to MCG Capital
Corporation's $34.3 million of senior unsecured notes.  All
relevant ratings are listed at the end of this release.

These notes effectively replace and extend the maturity of
existing series 2005-A unsecured notes which were scheduled to
mature in October 2010.  The maturity of the new notes will be
October 2011.  In exchange for the maturity extension, the
interest rate on the notes will increase 100 basis points to 9.98%
and MCG will make a $5 million principal payment on its existing
unsecured debt, which will be applied pro rata to the new notes
and the notes maturing in October 2012 based on the current amount
outstanding.  Additionally, the cash sweep of net proceeds on
unencumbered asset sales will increase from 40% to 45% after the
SunTrust facility receives its 7.5% sweep on the sale of the first
$100 million of unencumbered assets.

Fitch's rates MCG:

MCG Capital Corporation

  -- Long-term Issuer Default Rating 'BB+';
  -- Senior unsecured debt 'BB+'.

The Rating Outlook is Negative.


MOUNTAIN RUN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Mountain Run, LLC
        PO Box 1722
        Glen Allen, VA 23060

Bankruptcy Case No.: 09-37005

Debtor affiliate filing separate Chapter 11 petition:

  Debtor                              Case No.
  ------                              --------
  Mountain Run Golf, Inc.             09-37000
    dba Federal Club

Chapter 11 Petition Date: October 27, 2009

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

Judge: Chief Judge Douglas O. Tice Jr.

Debtor's Counsel: Douglas Scott, Esq.
                  Douglas A. Scott, PLC
                  1805 Monument Avenue, Suite 311
                  Richmond, VA 23220
                  Tel: (804) 257-9860
                  Email: BankruptcyCounsel@gmail.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Richard Laibstain, president of the
Company.


MOVIE GALLERY: Late on Rents, May Shut 200 More Stores
------------------------------------------------------
Bloomberg News reported that Movie Gallery Inc. is renegotiating
leases and past-due rent and may close 200 more stores as
customers defect to mail-order and kiosk retailers.

Movie Gallery has shuttered 250 stores since Sept. 1, cutting the
number of outlets to 2,921, Bloomberg cited Chief Marketing
Officer Clifford Torng as saying.  Another 150 to 200 may close by
year-end, he said.

Movie Gallery, according to Bloomberg, failed to adapt to a
changing market after leaving bankruptcy last year.  Netflix Inc.,
which rents movies by mail, and Coinstar Inc., operator of Redbox
kiosks, have taken customers from traditional stores, deepening
the impact of an industrywide drop in DVD sales this year.

"I don't think it's any secret that the industry is experiencing
quite a radical shift," Torng said in an Oct. 27 telephone
interview with Bloomberg.  "We're looking to position ourselves as
best we can for the long term."

                       About Movie Gallery

Movie Gallery, Inc. is a home entertainment specialty retailer
serving urban, rural and suburban markets in North America.  The
Company owns and operates approximately 3,290 retail stores,
located throughout North America, that rent and sell digital
versatile discs (DVDs), blu-ray discs and video games.  The
Company operates through three brands: Movie Gallery, Hollywood
Video and Game Crazy. In March 2007, the Company acquired
substantially all of the assets, technology, network operations
and customers of MovieBeam, Inc, an on-demand movie service.
During the fiscal year ended January 6, 2008 (fiscal 2007), the
Company ceased operations of its MovieBeam business.  On May 20,
2008, the Company announced that it has emerged from Chapter 11
bankruptcy protection

The Company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853). Kirkland & Ellis LLP and Kutak Rock LLP represented the
Debtors.  The Bankruptcy Court confirmed a reorganization plan for
Movie Gallery in April 2008, which paved way for the Company's
emergence a month later.  William Kaye was appointed plan
administrator and litigation trustee.


NETFLIX INC: Moody's Assigns 'Ba2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors service assigned a Ba2 Corporate Family Rating
and Ba1 Probability-of-Default Rating to Netflix, Inc.
Additionally, Moody's assigned a Ba2 rating to Netflix's proposed
$200 million issuance of senior unsecured notes and an SGL-1
speculative grade liquidity rating.  Proceeds from the new note
issuance will be used to repurchase stock, repay outstanding
borrowings under the company's $100 million revolving credit
facility, fund fees and expenses and for general corporate
purposes.  The one notch differential between Nexflix's CFR and
PDR reflects the company's all bond debt structure (assuming the
termination of its revolving credit facility upon completion of
the note issuance), and the higher associated loss given default
(LGD) expectation and lower probability of default relative to
other Ba2-rated companies consistent with Moody's LGD Methodology.
The rating outlook is stable.

Netflix's Ba2 CFR reflects the company's position as the largest
online movie rental subscription service in the U.S., low pro
forma debt-to-EBITDA leverage of 1.9x for the trailing twelve
months ended September 30, 2009 and Moody's expectation that
leverage will be sustained at or below a relatively moderate 2.5x
(including Moody's standard adjustments) level going forward.
The rating also reflects the benefits the company garners from
its significant level of cash and short-term investments
(approximately $156 million as of September 30, 2009), its strong
subscriber growth, positive yet modest free cash flow generation,
meaningful scale and hybrid physical and digital service offering.
Moody's also notably expects that the major motion picture studios
will preserve the DVD business over the intermediate term, and
that adoption and mass migration of consumers to new forms of
distribution such as streaming will be beyond the next five years.

However, the CFR also reflects the risks associated with the
company's relatively young history, business concentration, low
barriers to entry and the potential for disintermediation from
alternative forms of content delivery as technology evolves over
the longer-term.  The rating is also impacted by the substantial
level of competition in the distribution of content, the company's
predisposition for share repurchases, relatively low EBITDA
margins compared to traditional media, and significant subscriber
churn.

The company's SGL-1 speculative grade liquidity rating reflects
Moody's expectation that a solid liquidity profile will be
maintained over the next twelve months, and further assumes the
termination of its $100 million revolving credit facility upon
completion of the proposed note issuance.

Moody's subscribers can find further details in the Netflix Credit
Opinion published on Moodys.com.

Ratings / assessments assigned:

Netflix, Inc.

* Corporate family rating -- Ba2
* Probability-of-default rating -- Ba1
* Senior unsecured notes -- Ba2 (LGD 5, 74%)
* Speculative grade liquidity rating -- SGL-1

The rating outlook is stable.

This is the first time Moody's has assigned ratings to Netflix.

Netflix's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Netflix's core industry and
believes Netflix's ratings are comparable to those of other
issuers with similar credit risk.

Netflix, Inc., with its headquarters in Los Gatos, California, is
the largest online movie rental subscription service in the United
States with annual revenues of approximately $1.6 billion.


NETFLIX INC: S&P Assigns 'BB-' Rating, One Ding Lower Than Fitch's
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Los Gatos, California-based Netflix
Inc.  At the same time, S&P assigned a 'BB-' rating and a '3'
recovery rating to the company's proposed $200 million unsecured
notes that matures in 2017.  The notes will be issued under rule
144A with registration rights.  The '3' recovery rating indicates
that lenders can expect meaningful recovery of principal (50%-
70%).  The outlook is stable.

"Proceeds from the offering will be used to refinance the
company's existing credit facility and for general corporate
purposes including capital expenditures, share repurchases,
working capital and strategic transactions," said Standard &
poor's credit analyst Diane Shand.

The ratings on Netflix reflect the risks of operating in a mature
and declining video rental industry, the company's dependence on
decisions made by movie studios, and the technology risks
associated with delivery of video movies to the home.  These risks
are partially mitigated by Netflix's good market position though
in a declining sector, good cash flow generating capabilities,
ability to grow its subscriber base, and low leverage.

Netflix is the No. 1 player in the by-mail video rental market,
with 11 million subscribers.  Blockbuster is its closest
competitor with two million on-line subscribers.  In terms of the
overall rental market, Netflix is the third largest player with a
17% share, compared with Blockbuster's 27% share and Movie
Gallery's 18% share.  The remainder of the industry is highly
fragmented.  Netflix's business focus is different than
Blockbuster's, because it focuses on library content, while
Blockbuster's business primarily is new releases.

S&P believes fundamentals in the video retail market are weak.
The overall rental market has been declining since 2002.  Adams
Media Research forecasts that the DVD home-video market will
decline 22% annually from 2009 to 2014, while the broadband home-
video market will increase 63% annually over the same period (from
$881 million in 2008 to $16.6 billion).  The overall movie rental
business is expected to grow less than 1% annually during the same
period.  Still, Netflix should be able to gain share from video
rental stores for at least the next three to five years.  As the
overall DVD rental market declines, the economics of video stores
will be pressured -- especially for independents, which represent
about 38% of the DVD rental market.


NEW CEDAR: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: New Cedar Holdings, LLC
        805 Cross St
        Lakewood, NJ 08701

Case No.: 09-38636

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Email: tneumann@bnfsbankruptcy.com

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

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

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


NEW CENTURY: Insurers Found Liable in Blast Fax Spat
----------------------------------------------------
Law360 reports that a magistrate judge has found that a $2 million
settlement paid by New Century Mortgage Corp. to end a class
action over unsolicited fax advertisements should be covered by
its insurance policies under their "advertising injury"
provisions.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real state
investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

New Century Financial and its affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-
10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan on July 15, 2008.


NEW RIVER BOAT: No Sanctions Imposed on Auctioneer
--------------------------------------------------
WestLaw reports that although the auctioneer who conducted the
failed auction of a Chapter 7 debtor's marina facility did not
initially seek bids in increments of $100,000, as required by the
bankruptcy court's sale order, the auctioneer's failure to do so
was largely, if not wholly, cured when the auction was "restarted"
and the bidding increment of $100,000 was thereafter honored.  A
bidder thus was not damaged or defrauded as a result of the
auctioneer's conduct, a Florida bankruptcy court held, declining
to impose sanctions.  In re New River Boat Club, Inc., --- B.R. --
--, 2009 WL 3152470 (Bankr. S.D. Fla.) (Olson, J.).

New River Boat Club, Inc., dba New River Marina, operated a full
service marina near downtown Fort Lauderdale on the New River, and
sought chapter 11 protection (Bankr. S.D. Fla. Case No. 07-11531)
on March 7, 2007, represented by James H. Fierberg, Esq., in
Miami.  After unsuccessfully attempting to confirm a plan of
liquidation, which included the sale of substantially all of its
assets under Chapter 11, the case was converted to Chapter 7 on
October 7, 2008.


NORTEL CORP: Auction for GSM/GSM-R Postponed to Nov. 20
-------------------------------------------------------
Nortel Networks Corporation has preferred to schedule the auction
in relation to the sale of its GSM/GSM-R business at a later date
than initially planned.  The anticipated auction date will be
postponed from November 9, 2009 to November 20, 2009.  Qualified
bidders will be required to submit offers by November 16, 2009.

As previously announced, Nortel plans to sell substantially all of
its global GSM/GSM-R business by "open auction", including the
transfer of specified patents predominantly used in the GSM
business and granting of non-exclusive licenses of other relevant
patents.

                   About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL CORP: CCAA Stay Extended Until December 18
-------------------------------------------------
Nortel Networks Corp. announced that it, its principal operating
subsidiary Nortel Networks Limited and its other Canadian
subsidiaries that filed for creditor protection under the
Companies' Creditors Arrangement Act have obtained an order from
the Ontario Superior Court of Justice further extending, to
December 18, 2009, the stay of proceedings that was previously
granted by the Canadian Court. The purpose of the stay of
proceedings is to allow the Nortel companies to consummate planned
sales, continue to advance in discussions with interested parties
for the sale of its other businesses, continue to assess other
restructuring alternatives if it is unable to maximize value
through sales and file a plan of arrangement.

                   About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL CORP: $10-Mil. Sale of Packet Core Approved by Courts
------------------------------------------------------------
Nortel Networks Corp. announced that it, Nortel Networks Limited
and Nortel Networks Inc., obtained orders from the United States
Bankruptcy Court for the District of Delaware and the Canadian
Court approving the agreement with Hitachi, Ltd. for the sale of
certain assets associated with the development of next generation
packet core network components for a purchase price of US$10
million.  Under the agreement, the assets include software to
support the transfer of data over existing wireless networks and
the next generation of wireless communications technology,
including relevant non-patent intellectual property, equipment and
other related tangible assets, as well as a non-exclusive license
of certain relevant patents and other intellectual property.
Consummation of the transaction is subject to the satisfaction of
regulatory and other customary conditions. The sale is expected to
close in 2009.

As previously announced, Nortel does not expect that the company's
common shareholders or the NNL preferred shareholders will receive
any value from the creditor protection proceedings and expects
that the proceedings will result in the cancellation of these
equity interests.

                   About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


ORYX TECHNOLOGY: To Liquidate Assets Out of Court
-------------------------------------------------
Oryx Technology Corp. (Pink Sheets:ORYX), announced October 27
that its Board of Directors and its stockholders have determined
that it is in the best interests of the Company to liquidate the
Company's assets and to dissolve the Company.  In connection with
this determination, the Company's Board unanimously approved a
Plan of Dissolution of the Company and stockholder approval
subsequently took place on or about October 16, 2009, with more
than 60% of the Company's outstanding shares voting to approve
such dissolution upon written consent without a meeting, all as
provided under Delaware law.

The Plan of Dissolution contemplates an orderly wind down of the
Company's business and operations.  The Company filed a
certificate of dissolution today October 27, 2009, its record date
for determining stockholders entitled to share in its distribution
of assets, if any. On the record date, the Company instructed its
transfer agent to close its stockholder record books and cease
securities transfers at the end of day when the market closes.

Effective with the stockholders' action approving the dissolution,
the Company ceased all operations other than those related to the
shutdown.  The Company intends to satisfy or resolve all its
remaining known liabilities and obligations, including contingent
liabilities, costs associated with the liquidation and
dissolution, and has made reasonable provisions for unknown claims
and liabilities.  This includes payment of approximately $18,750
to its preferred stockholders, which amount represents the
liquidation value of such preferred shares.  Thereafter, the
Company intends to distribute its remaining cash and/or other
assets, if any, to its common stockholders as of the record date,
on a pro rata basis.

All such distributions will be subject to applicable legal
requirements.  The Company has analyzed its assets' liquidation
value and currently estimates that the value of any distributions
to common stockholders is likely to be nominal.  After providing
for the liabilities, the Company believes the only assets
available for distribution to stockholders will be its direct
holdings of S2 Technologies, a private, closely held company
offering embedded systems design software.  If the Company chooses
to sell its S2 holdings for fair market value, in lieu of
distributing the shares directly to shareholders it would then
distribute the cash value thereof.  At this time the Company
cannot determine the value of its S2 Technologies but it presently
expects same to be nominal, if any.  The total amount of any
distributions will also be based on a number of factors, including
the resolution of outstanding known and contingent liabilities,
the possible assertion of claims that are currently unknown to the
Company and costs incurred to wind down the Company's business.

The Company contemplates promptly sending a formal notice of these
actions to all stockholders.  In the interim, investors are urged
to contact Philip Micciche for any questions.


PACIFIC ENERGY: Cook Inlet Sale Hits Speed Bumps
------------------------------------------------
Law360 reports that Pacific Energy Resources Ltd. is facing a raft
of objections to its proposed sale of oil and gas assets in
Alaska's Cook Inlet region, a month after a bankruptcy judge gave
Pacific Energy the go-ahead to abandon the facilities when no
buyers initially emerged.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.


PAMELA KAY ROBERTSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Pamela Kay Robertson
        19289 Rt. 66 North
        Sayre, OK 73662

Bankruptcy Case No.: 09-16051

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtor's Counsel: O. Clifton Gooding, Esq.
                  The Gooding Law Firm
                  1200 City Place Building
                  204 N Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: (405) 948-1978
                  Fax: (405) 948-0864
                  Email: cgooding@goodingfirm.com

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

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

According to the schedules, the Company has assets of $1,619,932,
and total debts of $3,641,565.

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

The petition was signed by Ms. Robertson.


PARLUX FRAGRANCES: In Talks with Bank to Extend Forbearance
-----------------------------------------------------------
Parlux Fragrances, Inc., is currently in negotiations with Regions
Bank regarding an extension of the forbearance period, which
expires on October 28, 2009, under its Forbearance Agreement with
Regions, effective as of August 31, 2009, with respect to certain
obligations under the Loan and Security Agreement, dated as of
July 22, 2008, as amended, with Regions Bank, as lender.

The Company anticipates making an announcement regarding the
extension in the next few days.

                     Regions Bank Forbearance

As reported by the Troubled Company Reporter, Parlux Fragrances
and its subsidiary, Parlux Ltd., as borrowers, on August 31, 2009,
entered into a Forbearance Agreement regarding its Loan and
Security Agreement, dated as of July 22, 2008, with Regions Bank,
as lender.  The current outstanding principal balance under the
Credit Agreement is $6,680,612.  Pursuant to the Forbearance
Agreement, Regions Bank has agreed to forbear from the exercise of
certain rights and remedies that it has under the Credit Agreement
and supporting documents until the earlier of (1) an additional
event of default under the Credit Agreement, (2) an event of
default under the Forbearance Agreement, or (3) October 28, 2009.

The Company is currently negotiating replacement financing with
several potential sources and expects to have a new financing
arrangement in place in the near future.  No assurance can be
given that the Company will be able to enter into a new financing
arrangement.

                      About Parlux Fragrances

Based in Fort Lauderdale, Florida, Parlux Fragrances, Inc.
(Nasdaq:PARL) is a manufacturer and international distributor of
prestige products. It holds licenses for Paris Hilton, Jessica
Simpson, GUESS?, Nicole Miller, Josie Natori, Queen Latifah, Marc
Ecko, Rihanna, Kanye West, XOXO, Ocean Pacific (OP), Andy Roddick,
babyGund, and Fred Hayman Beverly Hills designer fragrances, as
well as Paris Hilton watches, cosmetics, sunglasses, handbags and
other small leather accessories.


PC GROUP: Receives Delisting Notice From NASDAQ
-----------------------------------------------
PC Group, Inc. on October 28 disclosed that it received a NASDAQ
Staff Determination on October 22, 2009 indicating that the
Company has not regained compliance with NASDAQ Marketplace Rule
5450(b)(1)(C) within the extension period granted to the Company
through October 19, 2009.  NASDAQ Marketplace Rule 5450(b)(1)(C)
requires a $5 million minimum market value of publicly held shares
for continued listing on The NASDAQ Global Market.  The Company
expects to file an appeal of the Staff Determination by October
29, 2009 and request a hearing before the NASDAQ Hearings Panel to
review the Staff Determination, which will stay any action with
respect to the Staff Determination until the Panel renders a
decision subsequent to the hearing.  There can be no assurance
that the Panel will grant the Company's request for continued
listing.

If the Company's common stock were delisted, such delisting may
have a material adverse impact on the price of its shares of
common stock, the volatility of the price of its shares, and/or
the liquidity of an investment in its shares of common stock.

PC Group, Inc., formerly Langer, Inc., --
http://www.langercorporate.com/-- designs, manufactures and
distributes medical products and services targeting the long-term
care, orthopedic, orthotic and prosthetic markets.  Through its
wholly owned subsidiaries, Twincraft, Inc. and Silipos, Inc., the
Company also offers a line of personal care products for the
private label retail, medical and therapeutic markets.  The
Company sells its medical products primarily in the United States
and Canada, as well as in more than 30 other countries, to
national, regional, and international distributors.  It sells
personal care products primarily in North America to branded
marketers of such products, specialty retailers, direct marketing
companies, and companies that service various amenities markets.
On January 18, 2008, the Company sold its wholly owned subsidiary,
Langer (UK) Limited (Langer UK) to an affiliate of Sole Solutions,
a retailer of specialty footwear based in the United Kingdom.


PEACH HOLDINGS: Moody's Keeps 'C' Rating; Outlook Now Stable
------------------------------------------------------------
Moody's Investors Service confirmed the C corporate family and
senior secured bank credit facility ratings of Peach Holdings Inc.
and assigned a stable outlook.  The rating action concludes the
review for possible upgrade initiated on August 6, 2009.

The confirmation of Peach's ratings reflects Moody's concern that
the company has made only modest progress in establishing
alternative funding sources.  Peach continues to be materially
financing constrained, which adversely affects its ability to
generate revenues and maintain adequate liquidity.  Furthermore,
Moody's believes there is a heightened potential that Peach could
fail to comply with the covenants in its debt agreement.

Additionally, Moody's asset recovery analysis in the event of
default supports debt ratings at the C level.

Should Peach make material progress in establishing sound
alternative funding sources in order to continue operations and
maintain sufficient liquidity, the company's ratings could be
considered for upgrade.

The last rating action was on August 6, 2009, when Moody's placed
the ratings on review for possible upgrade.

Peach Holdings, Inc., is located in Boynton Beach, FL; the company
reported assets of approximately $482 million at June 30, 2009.


PFAU, PFAU: $23-Mil. Loan Extended; Joint Venture in the Works
--------------------------------------------------------------
Yasheng ECO-Trade Corporation provided an update on a proposed
joint venture with Pfau, Pfau & Pfau LLC.  As announced by the
Company on August 21, 2009, together with Yasheng Group, it
entered a Memorandum of Understanding with Pfau members for the
purpose of creating a joint venture for the development and
operation of three properties owned by Pfau.

On October 22, 2009, Pfau had reached an agreement with its
secured creditor for an extension of its secured first position
debt in the approximate amount of $23 million.  The agreement has
been approved by the bankruptcy court.

"We are thrilled that an agreement has been reached on Pfau's
properties, especially the 28,000 acre property that has been
designated for an Olive Oil project," commented Yossi Attia,
President and CEO of Yasheng ECO-Trade Corporation.  "We are
anxious to begin implementation of our plans.  We believe the
extension on the $23 million debt is a major step forward in
establishing our joint venture."  Pfau has commenced negotiations
with its second and third level secured creditors and the Company
will provide updates, if any, as further development occurs on the
progress of the restructuring of Pfau's second and third secured
debt.

"Our goal, with the potential involvement of Yasheng Group, is to
create an olive tree plantation within the United States as well
as developing California grown and produced olive oil," said Greg
Rubin, Chairman of Yasheng ECO-Trade Corporation.  Dr. Rubin is
headed to Moscow to meet Yasheng Group's Chairman and President to
go over several projects with the Company, as well as other new
business opportunities in Russia.

There is no guarantee that Pfau will successfully exit bankruptcy
or enter an extension or restructuring agreement with its second
and third tier creditors, that a definitive agreement will be
entered or that Yasheng Group will actively be engaged in this
project.

Headquartered in Beverly Hills, California, Yasheng ECO-Trade
Corporation's business is the identification and acquisition of
undervalued assets within emerging industries for the purpose of
consolidation and development of these businesses and sale if
favorable market conditions exist.  The company is currently in
the focused on the development of a logistics center in Southern
California.

Fallbrook, California based Pfau, Pfau & Pfau, LLC, is a real
estate developer.  The Company filed for Chapter 11 on Dec. 16,
2008 (Bankr. S.D. Calif. Case No. 08-12840).  Thomas C. Nelson,
Esq., represents the Debtor.  The petition says assets total
$130,767,480 while debts total $48,709,138.


PHH CORP: Targets Realogy for Mortgages, to Renew Merrill Pact
--------------------------------------------------------------
On October 26, Jerome J. Selitto was named as president and chief
executive officer of PHH Corp.

Mr. Selitto, who served most recently as a senior consultant and
then member of the senior management team of mortgage industry
software provider Ellie Mae and, before that, as Chief Executive
Officer of DeepGreen Financial, an online home equity lender that
he helped found, said PHH expects to increase loans through its
partnership with Realogy Corp. and renew a contract with Bank of
America Corp.'s Merrill Lynch unit.

Mr. Selitto said in an October 27 interview with Bloomberg that
PHH Corp. can win a greater share of Realogy customers because
more than 130 lenders have failed since 2007 and remaining rivals
keep changing underwriting rules.  According to Bloomberg, Merrill
Lynch contributed 21 percent of 2008 originations at PHH and was
sold in January to Bank of America, which has its own mortgage
unit.

Mr. Selitto is seeking to bolster a turnaround at PHH, which was
profitable in the first half after $282 million of losses from
2006 through 2008.

                     About PHH Corporation

Headquartered in Mount Laurel, New Jersey, PHH Corporation is a
leading outsource provider of mortgage and vehicle fleet
management services.  Its subsidiary, PHH Mortgage Corporation, is
one of the top five retail originators of residential mortgages in
the United States, and its subsidiary, PHH Arval, is a leading
fleet management services provider in the United States and
Canada.

On June 30, 2009, PHH reported $8.93 billion in assets against
debts of $7.54 billion

In August 2009, Fitch Ratings affirmed the long-term Issuer
Default Rating of PHH at 'BB+ and short-term IDR at 'B';
  -- Commercial paper at 'B', with a negative outlook.


PHOENIX BUSINESS TRUST: Case Summary & 3 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Phoenix Business Trust
        39572 Avenida Bonita
        Murrieta, CA 92562

Bankruptcy Case No.: 09-35646

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Vance F. VanKolken, Esq.
                  57310 Valley Vista Dr
                  POB 390696
                  Anza, CA 92539
                  Tel: (951) 763-2114
                  Fax: (951) 763-4017

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/cacb09-35646.pdf

The petition was signed by Barry Blythe, trustee of the Company.


PHOENIX ENTERPRISES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Phoenix Enterprises, LLC
        120 Central Street Rear
        Hudson, MA 01749

Bankruptcy Case No.: 09-44519

Chapter 11 Petition Date: October 27, 2009

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

Judge: Joel B. Rosenthal

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

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

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

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

The petition was signed by Michael L. Pazzaneze, member/manager of
the Company.


PREMIER STORAGE CONDOS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Premier Storage Condos. of N. Phx. LLC
        22230 N. Black Canyon Hwy.,
        Phoenix, AZ 85027-9012

Bankruptcy Case No.: 09-27321

Chapter 11 Petition Date: October 27, 2009

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

Debtor's Counsel: Richard H. Lee, Esq.
                  Law Offices Of Richard H. Lee
                  P.O. Box 7749
                  Phoenix, AZ 85011-7749
                  Tel: (602) 680-3420
                  Fax: (602) 680-3420
                  Email: lee@azbar.org

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

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

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

The petition was signed by Roger Farmer, member/manager of the
Company.


PRESTIGE REALTY: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Prestige Realty & Developers, Inc.
        953 E. Sahara Ave., Ste. 200
        Las Vegas, NV 89104

Bankruptcy Case No.: 09-30312

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Debtor's Counsel: Samuel A. Schwartz, Esq.
                  626 S Third St
                  Las Vegas, NV 89101
                  Tel: (702) 385-5544
                  Fax: (702) 385-2741
                  Email: sam@schwartzlawyers.com

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

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

According to the schedules, the Company has assets of $3,000,000,
and total debts of $4,342,143.

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

              http://bankrupt.com/misc/nvb09-30312.pdf

The petition was signed by Susan Crisp, officer of the Company.


RAINIER PACIFIC: Receives Non-Compliance Notice From Nasdaq
-----------------------------------------------------------
On October 23, 2009, Rainier Pacific Financial Group, Inc.
received notice from the Nasdaq Stock Market stating that the
market value of publicly held shares of the Company's common stock
was below $5.0 million for 30 consecutive business days and that
the Company was therefore not in compliance with Marketplace Rule
5450(b)(1)(c).  The Rule provides the Company until January 21,
2010 to regain compliance.  The Company can regain compliance if
the Company's total market value of publicly held shares at market
close is $5.0 million or more for ten consecutive business days.

The Company intends to actively monitor the market value for its
common stock between now and January 10, 2010 and will consider
available options.  Should the Company not regain compliance by
January 10, 2010, Nasdaq will provide written notification to the
Company that the Company's common stock will be delisted, and the
Company could apply to transfer its common stock to The NASDAQ
Capital Market if it satisfies all of the requirements other than
the minimum bid price requirement for initial listing on The
NASDAQ Capital Market set forth in Marketplace Rule 5505.

Rainier Pacific Financial Group, Inc. --
http://www.rainierpac.com/--  is the bank holding company for
Rainier Pacific Bank, a Tacoma, Washington-based state-chartered
savings bank operating 14 full-service locations in the Tacoma-
Pierce County and City of Federal Way market areas.


RANCHER ENERGY: Files for Chapter 11 Reorganization
---------------------------------------------------
Rancher Energy Corp. has filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

Rancher Energy Corp. intends to continue normal business
operations today and throughout its reorganization process.
Specifically, it expects to continue to:

   --  Provide employee wages, healthcare coverage, vacation,
       sick leave and similar benefits without interruption; and

   --  Pay suppliers for goods and services received during the
       reorganization process.

"Rancher Energy is committed to continuing its business and
successfully emerging from the reorganization process," said Jon
Nicolaysen, President and CEO.  "To be clear, we filed to
restructure our debt and finances and our customers and employees
can be confident that we intend to keep producing oil."

"By filing for Chapter 11, we will now have the time and legal
protection necessary to obtain additional financing and enhance
our liquidity."

Rancher Energy's Chapter 11 case was filed today in U.S.
Bankruptcy Court for the District of Colorado.  Rancher will be
filing motions with the Court seeking interim relief that will
ensure the Company's continued ability to conduct normal
operations, including the ability to:

   --  Provide employee wages, healthcare coverage, vacation,
       sick leave and similar benefits without interruption;

   --  Use cash collateral to pay employees, suppliers and
       vendors; and

   --  Retain necessary professionals to assist in the
       reorganization.

Rancher Energy's principal bankruptcy counsel is Dufford & Brown,
P.C.

                   About Rancher Energy Corp.

Rancher Energy Corp. develops and produces oil in North America.
It operates three fields, including the South Glenrock B Field,
the Big Muddy Field, and the Cole Creek South Field in the Powder
River Basin, Wyoming in the Rocky Mountain region of the United
States.  The company was formerly known as Metalex Resources, Inc.
and changed its name to Rancher Energy Corp. in April 2006.
Rancher Energy Corp. was founded in 2004 and is headquartered in
Denver, Colorado.


READER'S DIGEST: Gets Nod to Assumption of 29 Executory Contracts
----------------------------------------------------------------
The Reader's Digest Association, Inc., and certain of its debtor
affiliates seek the Court's authority to assume certain executory
contracts and cure any prepetition defaults arising under those
contracts.

A schedule of the Assumed Contracts is available for free
at http://bankrupt.com/misc/RDA_Assume_Contracts_100609.pdf

According to James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis
LLP, in New York, the goods and services the Debtors obtain
pursuant to the Assumed Contracts relate generally to order
fulfillment and processing, marketing and advertising, inbound and
outbound customer care, warehousing and distribution, licensing
and Web site design, hosting and maintenance.

The Debtors anticipate paying $11,492,342 as cure to the Contract
Parties.  Mr. Sprayregen says the original aggregate cure amount
that would be owed to the Contract Counterparties to assume the
Contracts under a Chapter 11 plan is $12,765,170 but because of
the Debtors' early assumption of the Contracts, the Contract
Parties agreed to reduce the cure amounts to a total of
$1,272,828.

                Creditors Committee's Statement

The Official Committee of Unsecured Creditors filed a statement
with the Court raising several concerns regarding the Debtors'
omnibus motion to assume certain executory contracts and cure any
prepetition defaults arising under those contracts.

Scott L. Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C., in New York, points out that:

  (a) Given that the Debtors' proposed plan of reorganization
      provides for assumption of all contracts that are not
      previously rejected or identified in the Plan Supplement
      to be rejected, the Assumption Request could be viewed as
      premature;

  (b) In assuming the Contracts for the Cure Costs Savings now,
      the Debtors may be unjustifiably burdening their
      bankruptcy estates with administrative costs should the
      Contracts be breached or rejected before the Debtors exit
      from bankruptcy; and

  (c) In the context of a plan that poses challenging issues
      with respect to, among other things, valuation and
      disparate treatment of unsecured creditors, the Creditors'
      Committee is hard pressed to understand how the modest
      Cure Costs Savings justify paying $11 million now when
      unsecured creditors are slated to receive a distribution
      ranging from zero to a pro rata share of $3 million under
      the Proposed Plan.

The Assumption Request does not make a compelling case for why the
Contracts could not be assumed a mere two months or so in the
future pursuant to the Proposed Plan, Mr. Hazan argues.  He notes
that as the Debtors concede, executory contracts remain in effect
and creditors are bound to honor them, and that the financial
resources of their DIP Financing provide the Contract Parties with
sufficient adequate assurance of future performance.

Mr. Hazan further points out that the Debtors do not face any
justifiable or reasonably predictable loss on account of the
Contract Parties not performing in accordance with the current
terms of the Contracts.  He adds that the Cure Cost Savings are
modest and the Debtors propose to make only non-essential
modifications to the Contracts.

"With a cautious eye on the issue of valuation that must be faced
in these cases and focusing on the paramount goals of maximizing
the recovery for all unsecured creditors and the Debtors exiting
bankruptcy as a viable going concern, the Committee remains
committed to cooperating with the Debtors with the hope of
reaching a basis for a consensual plan of reorganization," Mr.
Hazan says.  As a result, the Creditors Committee says it has
determined not to object to the Assumption Request, but feels
compelled to express its concerns.

                         *     *     *

The Court granted the Debtors' request.  Judge Drain authorized
the Debtors, but not directed, to assume the Contracts, as same
may have been or may be modified by agreement of the parties,
provided that the modification is not adverse to the Debtors'
bankruptcy estates.

In light of concessions made by, and compromises reached among,
the Debtors and the Contract Parties with respect to the
assumption of the Contracts and to ensure the Debtors are able to
obtain the goods and services provided by the Contract Parties for
the duration of the Chapter 11 cases, the Debtors are authorized
to pay the Cure Amounts set forth on the Debtors' assumption
schedule.

Judge Drain also maintained that all costs payable under the terms
of the Order on account of Cure Amounts to the Contract Parties,
pursuant to Section 365(b)(1)(A) of the Bankruptcy Code, will be
paid in cash by October 29, 2009, upon which payment, (i) the
Contract Parties will be deemed adequately assured of the Debtors'
future performance with respect to the Contracts, and (ii) the
Debtors will be deemed to have fully cured and finally satisfied
all prepetition defaults arising under the Contracts required to
be cured under Section 365(b)(1)(A), provided that payment of the
Cure Amounts will neither constitute nor be deemed or construed as
an administrative expense under Section 503.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: LV Estate Wants Lift Stay to Commence Suit
-----------------------------------------------------------
The plan administrator and the Official Committee of Unsecured
Creditors of LV Liquidation Corp., formerly known as Lillian
Vernon Corporation, ask the U.S. Bankruptcy Court for the Southern
District of New York pursuant to Section 362(d)(1) of the
Bankruptcy Code to modify the automatic stay so that the LV Estate
Parties may file a claim objection and initiate an adversary
proceeding in the LV Debtor's bankruptcy case against Direct
Holdings U.S. Corp., a Debtor in the bankruptcy cases of The
Reader's Digest Association Inc.

Jay R. Indyke, Esq., at Cooley Godward Kronish LLP, in New York,
relates that DHUS possesses by far the largest and one of the last
disputed claims against the LV Debtor, who has confirmed a plan of
liquidation, fully-administered and closed the LV Debtor's
affiliate bankruptcy estates, and is in the process of winding
down its affairs so that it may make distributions to holders of
allowed unsecured claims and close the LV Debtor's Chapter 11
case.

DHUS was also a party to a transaction that was the proximate
cause of the LV Debtor's and its affiliates' bankruptcy.  After
thorough review and investigation, Mr. Indyke contends that the LV
Estate Parties have concluded that (i) the DHUS Claim is without
merit, and is the proper subject of a claim objection, and (ii) an
adversary proceeding should be commenced against DHUS as a result
of its role, and the role of its direct and indirect affiliates,
in the LV Debtors' bankruptcy and subsequent liquidation.

The LV Estate Parties, however, are precluded by the automatic
stay imposed by the commencement of the Debtors' Chapter 11 cases
from taking the necessary actions to expunge the DHUS Claim, which
must be objected to before December 7, 2009, under the terms of
the plan confirmed in the LV Case, Mr. Indyke tells Judge Drain.
Hence, and because the DHUS Claim must be adjudicated before the
Plan Administrator can make distributions to holders of allowed
unsecured claims and fully administer the LV Debtor's estate, he
asserts that the pendency of the DHUS's Chapter 11 case has in
effect handcuffed the LV Estate Parties from taking the steps
necessary to wind-down the LV Case.

The LV Debtor's present inability to object to the DHUS Claim has
the potential to significantly prejudice the interests of the LV
Debtor's estate, Mr. Indyke further contends.  Indeed, he asserts,
if the Plan Administrator is unable to file an objection to the
DHUS Claim before the fast-approaching claims objection deadline,
then the unmeritorious DHUS Claim will be deemed allowed under the
Plan and DHUS will receive a large distribution from the remaining
assets of the LV Debtors' estates, one to which it is not
entitled, to the severe detriment of the holders of properly
allowed unsecured claims.

Accordingly, the LV Estate Parties submit that cause exists to
modify the automatic stay to allow the Plan Administrator to file
an objection to the DHUS Claim and the LV Committee to commence an
adversary proceeding against DHUS.

A hearing to consider LV Estate Parties' request will be held on
November 20, 2009.  Objections to the request are due November 16.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Targets December Confirmation Hearings
-------------------------------------------------------
The Reader's Digest Association, Inc., and its debtor affiliates
ask Judge Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York to approve the disclosure statement
explaining their Joint Plan of Reorganization dated October 10,
2009, and to find that the Disclosure Statement contains "adequate
information" pursuant to Section 1125 of the Bankruptcy Code.

Section 1125 of the Bankruptcy Code provides that a plan proponent
must provide holders of impaired claims with adequate information
regarding a proposed plan of reorganization for a debtor.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, contends that the Disclosure Statement contains the
pertinent information necessary for holders of eligible claims to
make an informed decision about whether to vote to accept or
reject the Plan.

In connection with their recently filed Join Plan of
Reorganization and accompanying Disclosure Statement, the Debtors
ask the Court to approve procedures for the solicitation and
tabulation of votes to accept or reject the Plan, including:

  (a) the form and manner of the previously circulated
      Disclosure Statement Hearing Notice pursuant to the
      Court's order establishing certain notice, case management
      and administrative procedures;

  (b) establishing November 5, 2009, as the record date;

  (c) approving the forms of ballots;

  (d) approving the solicitation packages and procedures for
      their distribution;

  (e) establishing procedures for voting on the Plan;

  (f) scheduling a hearing and establishing notice and objection
      procedures in respect of confirmation of the Plan;

  (g) approving rights offering procedures and the subscription
      form; and

  (h) authorizing the Debtors to retain Financial Balloting
      Group LLC, as subscription agent in connection with the
      Rights Offering.

The Debtors also propose these Plan confirmation schedule:

  Event/Deadline             Date/Schedule
  --------------             -------------
  Disclosure Statement       November 3, 2009
  Objection Deadline

  Disclosure Statement       November 5, 2009
  Hearing

  Record Date                November 5, 2009

  Solicitation Deadline      Five days from date Solicitation
                             Procedures Order is entered

  Deadline to Publish the    November 23, 2009
  Confirmation Hearing
  Notice

  Voting Resolution Event    November 30, 2009
  Deadline

  Plan Supplement            December 2, 2009
  Filing Date

  Voting Deadline            December 7, 2009

  Plan Objection Deadline    December 7, 2009

  Deadline to Reply to       December 13, 2009
  Confirmation Objections

  Confirmation Hearing       December 18, 2009

The Debtors also propose the following schedule for the Rights
Offering:

  Event/Deadline             Date/Schedule
  --------------             -------------
  Record Date                November 5, 2009

  Subscription               Five days from date Solicitation
  Commencement Date          Procedures Order is entered

  Subscription Expiration    December 7, 2009
  Date

The Debtors also seek the Court's permission to employ Financial
Balloting Group LLC as subscription agent in connection with the
Rights Offering and pursuant to an engagement letter between the
Debtors and FBG, dated as of October 19, 2009.  The person at FBG
with primary responsibility for fulfilling the Debtors'
requirements in the cases will be Jane Sullivan, FBG's executive
director.  Among other things, FBG provide advice to the Debtors
and their counsel regarding the subscription procedures and
documents needed for the Rights Offering, and establish a
subscription account for the Debtors in connection with FBG's role
as subscription agent.

                        The Chapter 11 Plan

The Reader's Digest Association, Inc., and its debtor affiliates
delivered to the U.S. Bankruptcy Court for the Southern District
of New York their Joint Plan of Reorganization on October 10,
2009, and a Disclosure Statement for that Plan on October 9.

The Plan provides for certain financial restructurings for the
Debtors, cancellation of equity, and the issuance of new common
stocks.  The Plan also provides for, among other things, post-
emergence capital structure and exit credit agreement.

Under the Plan, holders of unsecured claims related to ongoing
operations will receive 100 cents on the dollar.  Other unsecured
creditors will recover 2.5% to 2.7% of their claims.

A full-text copy of the Chapter 11 Plan is available for free
at http://bankrupt.com/misc/RDA_Chapter_11_Plan_101009.pdf

A full-text copy of the Disclosure Statement explaining the
Chapter 11 Plan is available for free at:

   http://bankrupt.com/misc/RDA_DisclosureStatement_100909.pdf

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: U.S. Trustee Opposes Waiver of Sec. 345 Rules
--------------------------------------------------------------
Section 345(b) of the Bankruptcy Code and the United States
Trustee's Operating Guidelines and Reporting Requirements were
promulgated to protect all creditors of bankrupt entities against
the loss of estate funds deposited or invested by debtors.

To recall, on August 26, 2009, the Court granted, on an interim
basis, the Debtors' request to continue their existing cash
management system, to waive requirements of the Section 345
investment guidelines, and to continue to invest their cash in
accordance with their prepetition Investment Policy.  The Debtors
subsequently sought the Court's permission to continue to utilize
certain foreign bank accounts in the ordinary course of their
business.

Diana G. Adams, the United States Trustee for Region 2, submits a
limited objection to the Debtors' request to waive the
requirements of Section 345(b) and the Guidelines, and to permit
them to maintain estate funds in unprotected, foreign and U.S.
bank accounts.

"The Debtors have failed to establish their burden of proof that
actual 'cause' exists for the Court to excuse compliance with the
Bankruptcy Code and the Guidelines," Ms. Adams contends referring
to the use of the foreign bank accounts.  She points out that the
request is unsupported by affidavit or other competent evidence to
warrant the Court's waiving the protections in Section 345(b).

"Without more, the Debtors' request appears more convenience-based
than based upon the requisite cause to waive the statutory
requirements," Ms. Adams tells the Court.  Hence, she asks the
Court to deny the request for waiver.  Should the Court determine
that cause exists for one or more of the bank accounts to remain
open, she asserts that the Debtors should be required to obtain
the appropriate bond in favor of the United States of America or
other security.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


RECTICEL NORTH AMERICA: Files for Bankruptcy
--------------------------------------------
Recticel North America filed for bankruptcy October 29 in Detroit
(Bankr. E.D. Mich. Case No. 09-73411).

Recticel North America is a maker of dashboards and glove boxes
for cars.  Steven Church at Bloomberg News reported that Recticel
blamed the filing on declining automobile sales.  The Company
"underestimated the material cost and number of employees required
to produce consistently high-quality components," Recticel
Director of Finance and Accounting Derek Strehl said in court
papers.  The company has been losing $860,000 a month on two
supply contracts.

The Auburn Hills, Michigan-based Recticel North America, an
affiliate of Belgium foam-maker Recticel SA, listed debt of
between $100 million and $500 million and assets of less than $50
million in a Chapter 11 petition filed in Detroit.

Recticel and its affiliate Recticel Interiors North America, which
also filed for bankruptcy, employ 252 people and have
manufacturing plants in Auburn Hills and in Tuscaloosa, Alabama.
The interior trims the companies make are used in the Mercedes-
Benz M-Class, the Cadillac STS and the Buick Enclave.


R.H. DONNELLEY: Brower Piven Leads Class Suit for Shareholders
--------------------------------------------------------------
Brower Piven disclosed that a class action lawsuit has been
commenced in the United States District Court for the District of
Delaware on behalf of purchasers of the publicly traded securities
of RH. Donnelley Corporation during the period between, July 26,
2007, and May 28, 2009, inclusive.

No class has yet been certified in the above action.  Members of
the Class will be represented by the lead plaintiff and counsel
chosen by the lead plaintiff.  If you wish to choose counsel to
represent you and the Class, you must apply to be appointed lead
plaintiff no later than December 22, 2009 and be selected by the
Court.  The lead plaintiff will direct the litigation and
participate in important decisions including whether to accept a
settlement and how much of a settlement to accept for the Class in
the action.  The lead plaintiff will be selected from among
applicants claiming the largest loss from investment in the
Company during the Class Period. You are not required to have sold
your shares to seek damages or to serve as a Lead Plaintiff.

The complaint accuses the defendants of violations of the
Securities Exchange Act of 1934 by virtue of the Company's failure
to disclose during the Class Period that the Company was not
adequately reserving for its bad debts in violation of GAAP,
causing its financial results to be materially misstated; that the
Company was experiencing lower advertising revenue not only due to
cyclical challenges, as represented, but was also due to a
permanent shift in customers moving away from print yellow pages
advertising; and the true extent of the Company's exposure to
liquidity concerns and ratings downgrades such that the Company
had no reasonable basis to make projections about its 2008
results. According to the complaint, as the truth began to evolve
until the Company filed for bankruptcy on May 29, 2009, the value
of RH Donnelley's stock declined significantly.

If you have suffered a net loss for all transactions in RH
Donnelley publicly traded securities during the Class Period
(including shares or possibly calls purchased during, but not sold
until after the end of the Class Period or possibly put options
sold but not covered until after the end of the Class Period), you
may obtain additional information about this lawsuit and your
ability to become a lead plaintiff by contacting:

   Brower Piven at http://www.browerpiven.com
   hoffman@browerpiven.com
   410-986-0036

   Brower Piven
   A Professional Corporation,
   The World Trade Center-Baltimore,
   401 East Pratt Street, Suite 2525,
   Baltimore, Maryland 21202.

                     About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


R.H. DONNELLEY: Izard Nobel LLP Files Class Action Lawsuit
----------------------------------------------------------
The law firm of Izard Nobel LLP, which has significant experience
representing investors in prosecuting claims of securities fraud,
announces that a lawsuit seeking class action status has been
filed in the United States District Court for the District of
Delaware on behalf of purchasers of the securities of R.H.
Donnelley Corporation between July 26, 2007 and May 28, 2009,
inclusive.

The complaint charges that R.H. Donnelley's directors and officers
violated federal securities laws by issuing misleading statements
concerning the Company's business and financial results.  The
complaint further alleges that 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, R.H. Donnelley's stock traded at
artificially inflated prices during the Class Period, trading as
high as $66.67 in July 2007.  However, beginning in February 2008,
defendants began to acknowledge problems in the Company's
operations and with its financial results.  On March 12, 2009,
R.H. 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, R.H. Donnelley filed for bankruptcy.  The stock now
trades at around six cents per share.

If you are a member of the class, you may, no later than
December 22, 2009, request that the Court appoint you as lead
plaintiff of the class.  A lead plaintiff is a class member that
acts on behalf of other class members in directing the litigation.
Although your ability to share in any recovery is not affected by
the decision whether or not to seek appointment as a lead
plaintiff, lead plaintiffs make important decisions which could
affect the overall recovery for class members.

   Izard Nobel LLP
   http://www.izardnobel.com/rhdonnelley/
   Izard Nobel LLP
   (800) 797-5499
   firm@izardnobel.com.

                   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)


RICHARD BULAN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Richard R. Bulan
           aka Richard R. Bulan
           aka Richard Bulan
        446 Old County Rd., 2nd Floor
        Pacifica, CA 94044

Bankruptcy Case No.: 09-33310

Chapter 11 Petition Date: October 27, 2009

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

Debtor's Counsel: Guy A. Odom Jr., Esq.
                  Law Offices of Guy A. Odom Jr.
                  800 W El Camino Real #180
                  Mountain View, CA 94040
                  Tel: (650) 965-4400
                  Email: odomlawoffices@aol.com

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

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

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

The petition was signed by Mr. Bulan.


RIDER AUTO: May Sell Some Assets to Sutliff Motors
--------------------------------------------------
Nick Malawskey at Centre Daily Times reports that John Sutliff
owner of Sutliff Motors and could become Sutliff Buick, GMC, and
Cadillac may purchase some of Rider Auto, Inc.'s General Motors
assets.  According to Centre Daily, The Hon. John J. Thomas of the
U.S. Bankruptcy Court for the Middle District Bankruptcy Court in
Wilkes-Barre has approved a sales agreement between Rider Auto and
Sutliff Motors, contingent on a small modification in the sale
agreement's language.  The language to be agreed upon deals mostly
with Rider Auto's Pontiac assets, a brand that is also being
phased out by General Motors, Centre Daily states, citing Sutlif
Motors' lawyer, Tim Hoy.  Centre Daily relates that the groups
involved in the sale have seven days to agree on final language
within the sales agreement.

State College, Pennsylvania-based Rider Auto, Inc., was one of the
largest dealerships in Centre County.  The Company filed for
Chapter 11 bankruptcy protection on December 1, 2008 (Bankr. M.D.
Pa. Case No. 08-04493).  Robert E. Chernicoff, Esq., at Cunningham
and Chernicoff PC assists the Company in its restructuring
efforts.  The Company listed $1,000,000 to $10,000,000 in assets
and $1,000,000 to $10,000,000 in debts.


RIVERHEAD PARK: Landowner Stops Foreclosure with Chapter 11
-----------------------------------------------------------
Riverhead Park Corp. owns a vacant parcel of land in Riverhead,
New York.  On October 27, it filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 09-78152) to stop the next day's foreclosure of
a $5.8 million mortgage.  The lender is Parlex Investors LLC.

The petition claims the property, on the east end of Long Island,
is worth $10 million.  Debt, almost all secured, totals
$6 million.


RIVERHEAD PARK: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Riverhead Park Corp.
        1747 Old Country Road
        Riverhead, NY 11901

Case No.: 09-78152

Type of Business: The Debtor operates a real estate business.

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge:  Robert E. Grossman

Debtor's Counsel: Harold M. Somer, Esq.
                  1025 Old Country Road, Suite 404
                  Westbury, NY 11590
                  Tel: (516) 248-8962
                  Fax: (516) 333-0654
                  Email: harold.somer@verizon.net

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

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

According to the schedules, the Company has assets of $10,020,000,
and total debts of $5,995,696.

The petition was signed by Mr. Sheikh.

Debtor's List of 2 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Edward J. Bagley                                  $150,000
c/o Thomas J. Mcgann, Esq.

Andrew J. Campanelli &                            $8,348
Assoc.


RITCHIES AUCTIONEERS: Forced Into Bankruptcy
--------------------------------------------
Toronto Star reports that Ritchies Auctioneers has been forced
into bankruptcy by its landlord, after months of financial turmoil
surrounding the business.  Toronto Star relates that former
Ritchies Auctioneers President Stephen Ranger had been trying to
acquire the Company from majority owner Ira Hopmeyer for much of
the past year, but talks reportedly descended into formalized
bickering, which led to Mr. Ranger's resignation.  According to
Toronto Star, there were allegations of funds withdrawn from
Ritchies Auctioneers accounts that thwarted talks.

Ritchies Auctioneers regularly held multi million-dollar auctions
in Toronto.


ROBERT MACKLIN: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robert L. Macklin
        1584 Avalon Ave
        Augusta, GA 30909

Bankruptcy Case No.: 09-12685

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Augusta)

Debtor's Counsel: James C. Overstreet Jr., Esq.
                  Klosinski Overstreet, LLP
                  #7 George C. Wilson Ct.
                  Augusta, GA 30909
                  Tel: (706) 863-2255
                  Fax: (706) 863-5885
                  Email: jco@klosinski.com

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

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

According to the schedules, the Company has assets of $3,224,482,
and total debts of $1,629,922.

A full-text copy of Mr. Macklin's petition, including a list of
his 7 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/gasb09-12685.pdf

The petition was signed by Mr. Macklin


RURAL/METRO CORP: Refinancing Cues S&P to Update CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has updated its
CreditWatch listing on Rural/Metro Corp. and its subsidiary,
Rural/Metro LLC.  The Oct. 20, 2009, CreditWatch listing was
prompted by the plans of Rural/Metro Corp. to refinance its credit
facility due 2011, including its revolver due 2010, and to launch
a tender offer for its 12.75% senior discount notes due 2016.  The
refinancing will extend the maturity of the credit facility and
give the company the ability to continue to use its free cash flow
to prepay debt.  Since 2005, the company has used $64 million of
internally generated funds to reduce its senior secured debt.
Additionally, the tender offer of the senior discount notes, which
convert to cash-pay in March 2010, reduces the complexity of the
capital structure by eliminating the restricted payments basket
associated with that debt.  Moreover, the refinancing of the high-
cost senior discount notes would likely reduce the company's
annual cash interest expense.

"If the proposed refinancing and tender offer are successful, S&P
expects the corporate credit rating to be upgraded to 'B+' from
'B'; S&P expects the rating outlook to be stable," said Standard &
Poor's credit analyst Rivka Gertzulin.  Additionally, because
there will be additional debt senior to the senior subordinated
notes due 2015, the recovery rating would be revised to '5' from
'4', indicating the expectation for a  modest (10%-30%) recovery.
The issue rating on those notes would remain 'B' (one notch lower
than the expected corporate credit rating).


SALTON INC: S&P Assigns Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to small appliance manufacturer Salton
Inc.  The outlook is stable, reflecting S&P's expectation that the
company will continue to improve its operating performance and
credit measures.

In addition, Standard & Poor's assigned its issue-level and
recovery ratings to Salton's proposed $180 million senior secured
term loan maturing 2013.  The facility is rated 'B', the same as
the corporate credit rating.  The recovery rating is '4',
indicating S&P's expectation that lenders will have average
recovery (30%-50%) in the event of a payment default.  The company
will use proceeds from the $180 million term loan to pay fees and
expenses and to refinance existing debt of about $160 million.

"The ratings on Salton Inc. reflect the company's narrow business
focus, participation in the highly competitive small appliance
industry, customer concentration, and leveraged financial
profile," said Standard & Poor's credit analyst Rick Joy.  The
company benefits from its portfolio of well recognized brands,
leading positions in the kitchen appliance market, and geographic
diversification.

Salton Inc. is a marketer and distributor of small kitchen and
home appliances, pet and pest products, and personal care
products.  It sells through mass merchandisers, specialty
retailers, and appliance distributors primarily in North America,
South America, Europe, and Australia.  In December 2007, Salton
merged with Applica Inc., and the resulting portfolio of brands
currently includes Black & Decker, George Foreman, LitterMaid,
Orva, Toastmaster, Farberware, Juiceman, Breadman, and Russell
Hobbs.  Salton holds market leading positions in kitchen products
but has high customer concentration, with the top four customers
accounting for more than 40% of total revenues.  The overall small
appliance industry has low growth, and is characterized by the
commodity nature of the products, and its susceptibility to
overall consumer spending trends.

The outlook is stable reflecting S&P's expectation that the
company will maintain its market positions, improve profitability,
and reduce debt leverage over the near term, despite the current
difficult economic environment.  S&P expects leverage to trend
toward the 6x area to maintain the stable outlook.  S&P estimate
that given the company's cost structure improvements and
anticipated input cost savings, sales could decline at a mid
single-digit rate over the next 12 months and still result in
leverage in the 6x area.  If Salton encounters operating
shortfalls and/or if credit measures deteriorate, S&P could revise
the outlook to negative.  The current ratings and outlook do not
incorporate any debt-financed dividends or acquisitions.  If the
company can continue to improve performance and EBITDA margins,
maintain adequate liquidity and reduce leverage to below the
rating category medians, S&P could revise the outlook to positive.


SCOTT CONSTRUCTION: Equipment Auctioned Off After Foreclosure
-------------------------------------------------------------
WCAX News reports that Scott Construction is being liquidated.
WCAX News relates that the Chittenden Bank foreclosed on Scott
Construction and auctioned off its equipment earlier this month.
According to WCAX News, the city of Montpelier accidentally
overpaid Scott Construction three years ago and was only paid back
a fraction of the money before the Company went collapsed.


SEQUENOM INC: Settles Ibis Biosciences Patent Suit; to Get $1-Mil.
------------------------------------------------------------------
Sequenom, Inc., reports that on October 22, 2009, it entered into
a Non-Exclusive License and Settlement Agreement with Ibis
Biosciences, Inc., related to the settlement of patent
infringement litigation filed by Sequenom against Ibis Biosciences
in the U.S. District Court for the District of Delaware.

Ibis Biosciences has agreed to pay Sequenom $1 million within 30
days.

Sequenom has agreed to grant Ibis Biosciences and its affiliates,
including Abbott Laboratories, a non-exclusive license under the
three mass spectrometry-based patents involved in the lawsuit and
certain pending mass-spectrometry-based applications and foreign
counterparts to manufacture, use, practice, sell, offer to sell,
and import products and methods protected by the licensed patents.

Sequenom also agreed to dismiss the litigation with prejudice and
have granted Ibis Biosciences, and its affiliates, immunity from
suit for patent infringement for past, present or future damages
related to Ibis Biosciences' T5000 Biosensor System and T6000
System.

                        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.


SILVER FALLS BANK: FDIC Orders Online Auction of FF&E
-----------------------------------------------------
Penny Worley Auctioneers announces the online auction of
furniture, fixtures and equipment from FDIC Receivership for
Silver Falls Bank in Salem and Silverton, Ore., according to Jerry
Jenkins.

Items in this online bank auction include: computers, executive
office furniture, IT equipment, copier/printers, office equipment,
vaults, storage and shelving, as well as bank technology like
check readers, coin sorters and currency counters.

"This is a great opportunity to purchase computer and IT equipment
along with office furniture," said Jenkins. "All of these items
will sell to the highest bidders."

Jenkins said the items were ordered sold by the Federal Deposit
Insurance Corporation (FDIC) as receivership for Silver Falls
Bank. In 2008, Penny Worley Auctioneers was named an official
auctioneer for the FDIC.

The online auction is open to the public.  Bidding ends November
18.  Bidders must register prior to bidding.  For more
information, visit http://www.WorleyAuctioneers.com/,or call
Jerry Jenkins at (513) 313-9178.

                     About Silver Falls Bank

Silver Falls Bank, based in Silverton, Oregon, was closed on
Feb. 20, 2009, by the Oregon Department of Consumer and Business
Services, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with
Citizens Bank, Corvallis, Oregon, to assume all of the deposits of
Silver Falls Bank.  As of February 9, 2009, Silver Falls Bank had
total assets of approximately $131.4 million and total deposits of
$116.3 million.  Citizens Bank did not pay a premium to acquire
the deposits of Silver Falls Bank.


SILVER STATE: Student Loan Xpress to Forgive $112.8MM in Loans
--------------------------------------------------------------
Brian Maffly at The Salt Lake Tribune reports that Student Loan
Xpress will forgive $112.8 million in loans to Silver State
Helicopter LLC's 2,300 flight students.  The Salt Lake Tribune
notes that up to 75% of their debt to Student Loan will be erased
under the agreement reached between Silver State and 12 states'
attorneys general.  According to The Salt Lake Tribune, the amount
of debt each student will have forgiven depends on how much of
their training was completed at the time Silver State collapsed.
The agreement, says the report, also prevents Student Loan from
conveying negative information about borrowers to credit-reporting
agencies.

Silver State Helicopters, LLC, filed a voluntary petition for
Chapter 7 liquidation on February 4, 2008.  James F. Lisowski,
Sr., was appointed as bankruptcy trustee to administer the case.
The petition was a "skeleton" petition inasmuch as it was
accompanied only by a list of 20 largest unsecured creditors and a
mailing matrix, but no schedules of assets and liabilities or a
statement of financial affairs.  Affiliate Silver State Services
Corp. also filed for Chapter 7 bankruptcy.


SIMMONS CO: Tempur to Dismiss Patent Infringement Litigation
------------------------------------------------------------
Simmons Bedding Company disclosed that Tempur-Pedic Management,
Inc. and Tempur-Pedic North America, LLC have agreed to
voluntarily dismiss the patent infringement lawsuit that Tempur-
Pedic filed on June 10, 2009 in the U.S. District Court for the
Western District of Virginia.  The suit named 17 mattress
manufacturers, including Simmons and its subsidiary, The Simmons
Manufacturing Co., LLC.

The Tempur-Pedic lawsuit alleged that two Simmons products
infringed its U.S. Patent No. 7,507,468, titled "Laminated Visco-
Elastic Support". Simmons denied Tempur-Pedic's allegations of
infringement and in addition, requested that the U.S. Patent and
Trademark Office reexamine the validity of the '468 Patent.

Tempur-Pedic cited Simmons' request that the USPTO reexamine the
validity of the '468 Patent as the impetus for its decision to
dismiss the lawsuit.  Pursuant to the terms of the settlement
agreement, the lawsuit will be dismissed without prejudice subject
to the court's entry of a stipulated order.

Stephen G. Fendrich, President and Chief Operating Officer of
Simmons, said, "We're pleased that Tempur-Pedic has made the
decision to end this legal action against Simmons.  We maintain
that the '468 Patent is not valid and its review by the USPTO
through the reexamination process remains pending."

                  Prepack Chapter 11 Plan

As reported by the TCR on October 21, 2009, Simmons Bedding Co.
and its parent Simmons Co. are soliciting votes on a prepackaged
reorganization plan.

According to the disclosure statement included in the pre-
bankruptcy solicitation package sent to debtholders, holders of
$298,775,125 in 10% senior discounted notes issued by the holding
company will recover 3.7% to 5.6% by splitting $10 million to $15
million cash.  They also have the right to trade cash for
ownership of Class A common stock.

Holders of $221 million in 7.875% senior subordinated notes due
2014 issued by SBC, the operating company, will divide $185
million to $190 million cash for a recovery of 83.4% to 85.7%.

Trade creditors and other unsecured creditors with $56.7 million
in claims are to be paid in full.  Lenders owed $542 million for
borrowings made to SBC and secured by first priority liens on the
assets, will also be paid in full in cash.

Holders of equity interests in SBC and Holdco won't receive
anything.  Holders of equity interests in Bedding Holdco
Incorporated will not receive distributions on account of their
equity interests, but will obtain recovery on account of their
ownership of Holdco Note Claims.

Creditors will receive the high end of their projected recovery if
restructuring expenses by Simmons won't exceed $38 million.

Ares Management LLC and Ontario Teachers' Pension Plan, the
sponsors of the plan, will acquire Simmons in return for a
$310 million equity investment and $425 million in exit financing.

Simmons is soliciting votes from senior bank lenders, holders of
its 7.875% senior subordinated notes, and holders of Simmons' 10%
discount notes. The consent solicitation will expire on November
12, 2009, unless extended. The disclosure statement assumes a
Chapter 11 filing Nov. 15.

In connection with the plan, Simmons Bedding also has arranged for
a $35 million debtor in possession revolving credit facility with
certain lenders, pursuant to which Deutsche Bank Trust Company
Americas will act as the administrative agent and collateral agent
and Deutsche Bank Securities Inc. will act as the sole book runner
and lead arranger.

A copy of the Disclosure Statement, which was filed with the
Securities and Exchange Commission, is available for free at:

          http://researcharchives.com/t/s?4728

A copy of the Plan Sponsor Agreement is available for free at:

          http://researcharchives.com/t/s?45a6

                       About Simmons Company

Simmons Company -- http://www.simmons.com/-- is one of the top
three US mattress makers alongside rivals Sealy and Serta.

Simmons Bedding Company is the indirect subsidiary of Simmons
Company.  Simmons Bedding manufactures and markets a broad range
of products including Beautyrest(R), Beautyrest Black(R),
Beautyrest Studio(TM), ComforPedic by Simmons(TM), ComforPedic
Loft(TM), Natural Care(R), Beautyrest Beginnings(TM) and
BeautySleep(R).  Simmons Bedding operates 19 conventional bedding
manufacturing facilities and two juvenile bedding manufacturing
facilities across the United States, Canada and Puerto Rico.
Simmons Bedding also serves as a key supplier of beds to many of
the world's leading hotel groups and resort properties.  Simmons
Bedding is committed to developing superior mattresses and
promoting a higher quality sleep for consumers around the world.

As of June 27, 2009, Simmons Co. had $895.9 million in total
assets and $1.26 billion in total liabilities, resulting in
stockholder's deficit of $367.5 million.

Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.


SOUTH MARSH: Section 341(a) Meeting Slated for November 19
----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of South Marsh Developers, LLC on Nov. 19, 2009, at 11:00 a.m.,
220 W. Garden Street, Suite 700 in Pensacola, Florida.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.

Based in Ft. Walton, Florida, South Marsh Developers LLC filed for
Chapter 11 protection on Oct. 15, 2009 (Bankr. N.D. Fla. Case No.
09-32148).  Bruce C. Fehr, Esq., at Liberis & Associates, P.A.,
represents the Debtor.  In its petition, the Debtor listed both
assets and debts between $10 million and $50 million.


SPANSION INC: Files Reorganization Plan & Disclosure Statement
--------------------------------------------------------------
Spansion Inc., Spansion Technology LLC, Spansion LLC, Cerium
Laboratories LLC, and Spansion International, Inc., delivered
their Joint Plan of Reorganization and accompanying Disclosure
Statement before the United States Bankruptcy Court for the
District of Delaware on October 26, 2009.

The Plan is sponsored by the Debtors and supported by the
Debtors' Official Committee of Unsecured Creditors and the Ad Hoc
Consortium of Holders of Senior Secured Floating Rate Notes due
2013.  The Debtors believe that the Plan will lead to
reorganization, the satisfaction of billions of dollars of claims
and the preservation of jobs and commercial relationships.

Under the Plan, the Debtors will be reorganized through, among
other things, the consummation of these transactions:

  (a) the Distribution of Cash, New Senior Notes, New
      Convertible Notes and New Spansion Common Stock to Holders
      of FRNs in satisfaction of all Claims arising under the
      FRNs;

  (b) the Distribution of New Spansion Common Stock to Holders
      of General Unsecured Claims in satisfaction of the Claims;

  (c) the cancellation of the Old Spansion Interests; and

  (d) the revesting of the Assets of the Debtors in the
      Reorganized Debtors.

As a result of these transactions, the Debtors anticipate having
significantly less liabilities than what they had as of the
Petition Date.

                       Claims and Interest

A. Classification

Section 1123 of the Bankruptcy Code requires that a plan of
reorganization classify the claims against and equity interests
in a debtor.  Pursuant to Section 1123, the Plan classifies all
Claims against and Interests in the Debtors into 14 Classes:

         Class   Designation
         -----   -----------
          N/A    Administrative Expense Claims
          N/A    Priority Tax Claims
           1     Secured Credit Facility Claims
           2     UBS Credit Facility Claims
           3     FRN Claims
           4     Other Secured Claims
           5     General Unsecured Claims
           6     Convenience Class Claims
           7     Non-Compensatory Damages Claims
           8     Interdebtor Claims
           9     Old Spansion Interests
          10     Other Old Equity
          11     Other Old Equity Rights
          12     Securities Claims
          13     Non-Debtor Intercompany Claims
          14     Spansion Thailand Claims

Classes 1, 3, 5, 7, 8, 9, 11 and 12 Impaired.  Classes 2, 4, 6
and 10 Unimpaired.

Classes 7, 8, 9, 11 and potentially Classes 13 and 14 --
depending on the treatment afforded to Class 13 Claims and Class
14 Claims pursuant to the Plan -- are deemed to have rejected the
Plan and are not entitled to vote on the Plan.

Classes 2, 4, 6, 10 and potentially Classes 13 and 14, are deemed
to have accepted the Plan and are not entitled to vote on the
Plan.

Class 1, Class 3 and Class 5 are entitled to vote on the Plan.

B. Treatment

        Estimated
        Aggregate
Class   Allowed Amount  Class Treatment
-----   --------------  ---------------
  1      $7 million     Claims held by the holders of Class 1
                        claims based on any contingent or other
                        obligations will be extinguished.  The
                        Debtors will enter into documentation
                        with the holder of the Class 1 Claims
                        reflecting the post-Effective Date
                        relationship between those parties,
                        which treatment and documentation will
                        be satisfactory to the Ad Hoc Consortium
                        and the Creditors' Committee.  The
                        obligations of the Reorganized Debtors
                        on account of the Allowed Class 1 Claims
                        will be secured by the Class 1
                        Collateral

                        Estimated Recovery: 100%


  2      $68.4 million  Reinstatement

                        Estimated Recovery: 100%


  3     $633.3 million  (i) $100 million plus postpetition
                        interest in Cash; (ii) $225 million of
                        New Senior Notes; (iii) 250 million of
                        New Convertible Notes; and (iv)
                        6,703,933 shares of New Spansion Common
                        Stock

                        Estimated Recovery: 100%


  4         $1 million   At the option of the Debtors: (i)
                         Reinstatement, (ii) Cash in an amount
                         equal to the Allowed Amount of that
                         Claim; or (iii) the collateral securing
                         that Claim

                         Estimated Recovery: 100%


  5       $900 million   39,546,691 shares of New Spansion
        to $1.4 billion  Common Stock

                         Estimated Recovery: 25% to 40%


  6      $2 million to   Payment in full in Cash up to $2,000
          $2.5 million   per convenience Class Claim

                         Estimated Recovery: 100%

  7         $0 million   No distribution
                         Estimated Recovery: 0%

  8      $19.2 million   No distribution
                         Estimated Recovery: 0%

  9                N/A   No distribution
                         Estimated Recovery: 0%

10                N/A   Reinstatement
                         Estimated Recovery: 100%

11                N/A   No distribution
                         Estimated Recovery: 0%

12            Unknown   No distribution
                         Estimated Recovery: 0%

13       $150 million   No distribution; provided that the
                         Debtors reserve the right to amend the
                         Plan prior to the hearing on the
                         Disclosure Statement to leave all Class
                         13 Claims Unimpaired

                         Estimated Recovery: 0%/100%

14        $70 million   No distribution; provided that the
                         Debtors reserve the right to amend the
                         Plan prior to the hearing on the
                         Disclosure Statement to leave all Class
                         14 Claims Unimpaired

                         Estimated Recovery: 0%/100%

Effective as of October 1, 2009, the Debtors will not pay any
Administrative Expense Claim in excess of $100,000 other than any
Administrative Expense Claims for Professional Compensation,
liabilities incurred by any of the Debtors in the ordinary course
of the conduct of its business, the fees and expenses of the Ad
Hoc Consortium's professionals, the professionals of the Holders
of the Secured Credit Facility Claims, compensation or expenses
to the Indenture Trustees or Indenture Trustees' professionals,
without the prior consent of the Ad Hoc Consortium and the
Creditors' Committee.

The Debtors currently estimate that the total amount of Priority
Tax Claims that will be Allowed under the Plan is between
approximately $1.4 million and $3.5 million.  At the election
of the Debtors, each Holder of an Allowed Priority Tax Claim will
receive in full satisfaction of the Allowed Priority Tax Claim
(a) payments in Cash, in regular installments over a period
ending not later than five years after the Petition Date, of a
total value, as of the Effective Date, equal to the Allowed
amount of the Claim; (b) a lesser amount in one Cash payment as
may be agreed upon in writing by the Holder and the Debtors or
Reorganized Debtors, as applicable; or (c) other treatment as may
be agreed upon in writing by the Holder and the Debtors or
Reorganized Debtors, as applicable.

              Sources of Cash for Distribution

All Cash necessary for the Debtors or Reorganized Debtors to make
payments required by the Plan will be obtained from existing
Cash balances, the operations of the Debtors or Reorganized
Debtors, the Exit Financing Facility, and other Cash available to
the Debtors or Reorganized Debtors, as applicable.

          Directors and Officers of Reorganized Debtors

The Initial Board will consist of nine persons.  The Ad Hoc
Consortium will be entitled to designate three directors; the
Creditors' Committee will be entitled to designate four members,
and the Ad Hoc Consortium and Creditors' Committee, together,
shall be permitted to jointly designate the remaining two
directors, one of which will be the chief executive officer of
Reorganized Spansion Inc.

The identity of the Persons selected for the Initial Board will
be included in a Plan Supplement.  The Initial Board will choose
the members of the Boards of Directors of each of the other
Reorganized Debtors on the Effective Date or as soon as
practicable thereafter.

                      New Spansion Stock

Reorganized Spansion Inc. will reserve 9,714,291 shares of New
Spansion Common Stock for issuance under an equity incentive plan
for employees, Management and the directors of Reorganized
Spansion Inc. and the other Reorganized Debtors, provided, that
grants of no more than 3,749,375 shares of New Spansion Common
Stock may be issued for an exercise, conversion or purchase price
below (i) in the 90 days following the effective date, the
greater of (A) the value per share of New Spansion Common Stock
issued under the Plan or (B) the fair market value per share of
New Spansion Common Stock at the time of issuance and (ii) the
fair market value per share of New Spansion Common Stock at the
time of grant.  The exact terms of and distribution under the
equity incentive plan will be determined by the Initial Board
within 90 days after the Plan Effective Date.

Reorganized Spansion Inc. will use good faith efforts to list the
New Spansion Common Stock on a national securities exchange or
over-the-counter trading market within 90 days of the Effective
Date.

On the Effective Date, all Old Spansion Interests and all
Other Old Equity Rights will be cancelled.  All Other Old Equity
will be Unimpaired.

                        Plan Supplement

The Plan Supplement will contain, among other things,
(a) forms of the New Governing Documents, (b) a form of the
indenture for the New Senior Notes and the form of New Senior
Note, (c) a form of the indenture for the New Convertible
Notes and the form of New Convertible Notes, (d) a list of the
Persons who will serve on the Initial Board, (e) the
Contract/Lease Schedule, (f) the identity of the Claims Agent,
and (g) the proposed Confirmation Order.  The Plan Supplement
shall be in form and substance satisfactory to each of the
Debtors, the Ad Hoc Consortium and the Creditors' Committee, and
will be filed with the Bankruptcy Court seven days prior to the
Voting Deadline.

                   Feasibility of the Plan

The Bankruptcy Code requires that, for the Plan to be confirmed,
the Debtors must demonstrate that consummation of the Plan is not
likely to be followed by the liquidation or the need for further
financial reorganization of the Debtors.

The Debtors believe that they or the Reorganized Debtors, as
applicable, will be able to timely perform all obligations
described in the Plan and, therefore, that the Plan is feasible.
The Debtors formulated Pro Forma Financial Projections for Fiscal
Years 2010 through 2012 and related assumptions, full-text copies
of which are available for free at:

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

             Best Interests of Creditors Test

The Debtors believe that the Plan meets the "best interests" test
of Section l129(a)(7) of the Bankruptcy Code because Holders of
Allowed Claims and Interests in each Impaired Class will receive
a Distribution under the Plan that is in all cases no less, and
in many cases significantly more, than they would in a
liquidation in a hypothetical Chapter 7 case.  The Debtors assert
that holders of most Claims will receive a better recovery
through the Distributions contemplated by the Plan because the
continued operation of the Debtors as going concerns rather than
a forced liquidation will allow the realization of more value for
the Assets.  Moreover, Holders of Claims like the Debtors'
employees will retain their jobs and most likely make fewer
Claims against the Estates.

In the event of liquidation, the aggregate amount of Unsecured
Claims would increase significantly, and the Claims would be
subordinated to Priority Claims and Administrative Expense Claims
that would be created, the Debtors note.

The Debtors also believe that distributions to Holders of Claims
in a Chapter 7 liquidation would not occur for a substantial
period of time, and in most if not all cases, the distributions
would be made significantly later than the Distributions
contemplated under the Plan.

                    Liquidation Analysis

The Debtors' "Liquidation Analysis" shows the hypothetical
distribution creditors would receive in the event the Plan is not
Confirmed and the Chapter 11 Cases are converted to Chapter 7
liquidations.

The Liquidation Analysis was prepared by the Debtors with the
input of their restructuring and bankruptcy advisors and is
unaudited.  The estimated proceeds per the Liquidation Analysis
are based on assumptions considering the Debtors' assets if these
assets were to be liquidated in accordance with Chapter 7
of the Bankruptcy Code.  The preparation of the Liquidation
Analysis involved extensive use of estimates and assumptions,
that although considered reasonable by the Debtors, are
inherently subject to significant business, economic and
competitive uncertainties beyond the control of the Debtors.

A full-text copy of the Liquidation Analysis may be accessed for
free at http://bankrupt.com/misc/Spansion_LiquidationAnalysis.pdf

            Debtors' Reorganized Value Analysis

The Debtors have been advised by Gordian Group with respect to a
number of financial matters relevant to the Chapter 11 Cases,
including the consolidated Enterprise Value of the Reorganized
Debtors on a going-concern basis.

Based in part on information provided by the Debtors and its own
analyses of that and other information, Gordian Group has
concluded that the Enterprise Value of the Reorganized
Debtors ranges from $625 to $900 million, with a midpoint of
$762.5 million as of an assumed Effective Date of January 1,
2010.  After giving effect to net value associated with the ARS
of approximately $42.9 million, proceeds from the sale of
Spansion's Suzhou facility to Powertech, which are anticipated to
be collected in early 2010, of approximately $24.7 million and
estimated ash and equivalents on hand at emergence of
$239.1 million, Gordian Group's estimate of midpoint Distributable
Value equals approximately $1.07 billion.  Making deductions from
that figure for estimated Administrative Expense Claims and
Priority Claims of approximately $72.5 million in the aggregate,
the $100 million (plus postpetition interest) Cash payment to
Holders of Class 3 Claims, the estimated par value of liabilities
associated with assumed capital leases of $5 million,
$250 million of New Convertible Notes and $225 million of New
Senior Notes, Gordian Group's mid-point estimate for the value of
the New Spansion Common Stock to be issued to Holders of Allowed
Class 3 Claims and Allowed Class 5 Claims under the Plan is
$416.7 million.  Assuming 46,250,624 primary shares of New
Spansion Common Stock in the aggregate are distributed to the
Holders of Allowed Class 3 Claims and Holders of Allowed
Class 5 Claims pursuant to the Plan, the value of New Spansion
Common Stock is equal to approximately $9.01 per share.  These
values do not give effect to, among other things, (i) the
potentially dilutive impact of any shares issued pursuant to an
employee equity incentive plan (ii) the conversion of the New
Convertible Notes, (iii) any incremental NOL Value, and (iv) any
Litigation Recoveries.  Gordian Group's estimate of Enterprise
Value does not constitute an opinion as to fairness from a
financial point of view of the Distributions to be made under the
Plan or of the terms and provisions of the Plan.

The assumed enterprise value range, as of the assumed
Effective date of January 1, 2010, reflects work performed by
Gordian group on the basis of information available to Gordian
Group current as of October 12, 2009.

                   Net Operating Losses

The Reorganized Debtors expect to have net operating losses
available to them as of their emergence from bankruptcy.  The
NOLs relate to losses the Reorganized Debtors generated in
historical periods before filing for bankruptcy.  Gordian Group
has assigned no value to the NOLs for purposes of this analysis.
To the extent the Reorganized Debtors are able to utilize NOLs
following their emergence from bankruptcy, any NOL Value would be
incremental to Gordian Group's Enterprise Value.

                   Litigation Recoveries

As previously noted, the Debtors commenced the Spansion ITC
Action and the Spansion Delaware Action against Samsung and
certain other parties in November 2008.  Samsung counterclaimed
in the Spansion Delaware Action against the Debtors for
infringement of its own patents seeking damages and an
injunction.  On January 28, 2009, Samsung filed the Samsung Japan
Action against Spansion Japan seeking both injunctive relief and
damages based upon Japanese patents owned by Samsung.  Samsung
subsequently filed actions against one or more of the Debtors
with the ITC and in Germany.

The Debtors believe that they have good claims against Samsung
that could possibly result in a recovery in the hundreds of
millions of dollars.  However, the Debtors' litigation
against Samsung is very complex, fact-intensive and will require
adjudication of a number of technical patent and other issues.
In addition, like virtually all litigation, the actual outcome of
the litigation with Samsung is uncertain and depends on a number
of factors, one of which is the amount of resources, both in time
and money that the Debtors are able and willing to expend
in prosecuting and defending these actions.  At the same time,
Samsung has asserted patent infringement claims against the
Debtors that, if successful, could reduce, potentially
significantly, or exceed any recovery by the Debtors, or, if the
Debtors are unsuccessful in their claims against Samsung, could
result in significant actual net damages against the Debtors.
The Debtors estimate that the aggregate cost of prosecuting and
defending these actions will be in the tens of millions of
dollars, with the actual costs dependent in large part on the
duration of the litigation.

Gordian Group has assigned no value to Litigation Recoveries,
including those associated with claims against Samsung.  To the
extent the Reorganized Debtors are able to realize Litigation
Recoveries following their emergence from bankruptcy, any
Litigation Recoveries would be incremental to Gordian Group's
Enterprise Value.

                  Plan Must be Confirmed

The Debtors, the Creditors' Committee and the Ad Hoc Consortium
believe that the best interests of all Entities would be served
through confirmation of the Plan.  For these reasons, the
Debtors, the Creditors' Committee and the Ad Hoc Consortium urge
all holders of claims and interests entitled to vote to "accept"
the plan.

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

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

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

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

                        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: G. Delfassy Resigns as Member of Board
----------------------------------------------------
Gilles Delfassy notified Spansion Inc. on October 14, 2009, of
his resignation as a member of the Company's Board of Directors,
effective immediately.  According to Mr. Delfassy, he did not
resign because of a disagreement with the Company on any matter
relating to the Company's operations, policies or practices.

Meanwhile, in separate Form 4 filings with the U.S. Securities and
Exchange Commission, two officers of Spansion Inc., disclosed that
they acquired shares of Spansion Class A Common Stock:

                                             Shares
                              Shares         Beneficially Owned
Officer              Date     Acquired       After Transaction
--------             ----     --------       ------------------
Eby Thomas T     10/20/09      1,875              64,374
Nawaz Ahmed      10/20/09        750              23,931

Mr. Nawaz further disclosed that on October 21, 2009, he disposed
of 346 shares of Class A Common Stock at $0.27.  At the end of
the transaction, Mr. Nawaz beneficially owned 23,585 shares.

Moreover, the directors disclosed that they disposed of
derivative securities of Restricted Stock Units:

                                         Derived Shares
                            Shares       Beneficially Owned
Officer           Date      Disposed     After Transaction
--------          ----      --------     ------------------
Eby Thomas T  10/20/09       1,875            11,250
Nawaz Ahmed   10/20/09         750             4,500

Each restricted stock unit represents a contingent right to
receive one share of Spansion Inc. Class A Common Stock.  There
is no exercise price or expiration date.

Restricted stock units were granted to Messrs. Eby and Nawaz on
April 20, 2007, and vest over a four-year period.  One quarter of
the shares subject to the award vested on the one year
anniversary date.  The remaining shares subject to the award vest
in equal installments quarterly, until 100% vested on April 20,
2011.  Vested shares are delivered to the reporting person on
each vesting date.

                        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: Insists Samsung Claims Not Arising Postpetition
-------------------------------------------------------------
Samsung Electronics Co., Ltd., previously commenced a patent
infringement suit against Debtor Spansion International Inc., and
Dr. Reinhard Weigl, in Dusseldorf Regional Court, in Germany,
seeking (i) an injunction against Spansion International from
manufacturing and selling certain products that allegedly
infringe Samsung's patent, in Germany, (ii) compensatory damages
for the postpetition infringement, and (iii) the recall and
destruction of all those products.

The U.S. International Trade Commission said August 28 that it has
voted to institute an investigation of certain flash memory and
products containing same.  The products at issue in this
investigation are flash memory chips and products such as GPS
devices, routers, and network storage products that contain flash
memory chips.

Pursuant to an October 1, 2009 Order, Bankruptcy Judge Kevin Carey
concluded that Samsung violated the automatic stay of Section 362
of the Bankruptcy Code by filing the ITC Action to enforce
postpetition patent infringement claims against the Chapter 11
Debtors and the Foreign Debtor.  Judge Carey held that the
Samsung Action does not fall within the police and regulatory
powers exception to the automatic stay.

The Debtors have now sought to enforce automatic stay against
Samsung with respect to the prosecution of the German Complaint.

The Debtors aver that they did not begin any infringing conduct
on March 2, 2009.  The Debtors maintain that they did not
introduce any new or modified products on that day or engage in
any new or different business activities from those activities
that they had engaged in prior to the Petition Date.  According
to the Debtors, their conduct that is the alleged basis for the
German Complaint predated March 2, 2009, by months.

Samsung asserts that the German Action has significantly
different facts and circumstances than were present in the
International Trade Commission Action.  Samsung avers that the
German Action should be allowed to proceed, unencumbered by the
automatic stay and without the imposition of any other equitable
injunction because:

  (a) The German Action involves a dispute over the German
      designation of a European patent under German law, which
      under settled Federal Circuit law, must be litigated in
      German courts;

  (b) The patent subject to the German Action is not and has
      never been included in the Delaware Action or the ITC
      Action;

  (c) Unlike the ITC Action, where patent infringement claims
      where brought prior to the Petition Date, the claims in
      the German Action were not brought until after the
      Petition Date.

In their reply, Spansion Inc. and its units say assert that there
can be no dispute that Samsung Electronics Co., Ltd. could have
initiated the German Action prior to the Petition Date.  The
Debtors tell the Court that they did not introduce any new
products on March 2, 2009, nor did they alter or change how they
manufactured or marketed their products on that date.  Rather, the
Debtors note, they continued to manufacture the same products in
the same way on March 2, 2009, the day after the Petition Date, as
they did in the days and weeks prior to the Petition Date.
According to the Debtors, the only reason that Samsung selected
March 2, 2009, as the initial date of infringement was because it
was postpetition.

The Debtors maintain that the German Action appears to be part of
Samsung's litigation strategy to force the Debtors to defend
themselves in multiple actions in multiple courts around the
world.  Thus, the Debtors aver, Samsung, like the International
Trade Commission Action, is geared to put improper pressure on
the Debtors by causing them to wage a multi-front war at the very
time that they are attempting to reorganize in Chapter 11.

With regards to Samsung's assertion that the automatic stay
should not apply because of the foreign nature of the German
Action, the Debtors argue that this is also without support or
merit.  The Debtors contend that the automatic stay applies
worldwide from the moment the bankruptcy petition is filed.

The Ad Hoc Consortium of Floating Rate Noteholders joins and
supports the Debtors' motion to enforce automatic stay against
Samsung Electronics Co., Ltd.  Subsequently, HSBC Bank USA,
National Association, as successor Indenture Trustee, under the
Indenture, dated as of May 18, 2007, concurs with and joins the
joinder of the Ad Hoc Consortium.

                        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: Foundry Pact Should Be Scrapped Despite Objections
----------------------------------------------------------------
Spansion Inc., and its debtor affiliates are seeking the Court's
authority to reject a Second Amended and Restated Foundry
Agreement, dated as of March 2007, with Spansion Japan Limited.

GE Financial Services Corporation, as administrative agent,
security agent, and secured lender, for itself and on behalf of
members of an official committee of secured creditors of Spansion
Japan Limited, asks the Court to deny the Rejection Motion
because damages flowing from rejection of the Foundry Agreement
are likely to be enormous.  Spansion LLC is required under the
plain terms of the Foundry Agreement to purchase no less than 95%
of the total capacity of SJL for each quarter for an indefinite
time.  Should LLC fail to make these purchases, it is required to
use reasonable efforts to find an alternative purchaser and to
make up the payment shortfall.

GE asserts that although the costs of rejection are concrete and
significant, any corresponding benefits of rejection at this time
are speculative at best.  Moreover, GE notes, the reported
assumption of the Foundry Agreement by the SJL Trustee in the SJL
Reorganization Proceeding prior to the entry of an order
approving LLC's rejection of that same agreement gives rise to
issues of comity.  According to GE, the rejection is also
premature because issues involving the Debtors' rights to certain
intellectual property remain unresolved.

The receivables generated by the Foundry Agreement are the
collateral of SJL Secured Lenders, and the proposed rejection
would give rise not only to potentially enormous rejection
damages but also to huge administrative claims, likely negating
any benefit that may possibly be achieved by the rejection.

For its part, Spansion Japan Limited tells the Court that it is
no coincidence that it has yet to assert in excess of
$340 million in administrative claims against the Debtors.
According to Spansion Japan, the limited information it has been
able to learn during this time seriously calls into question
whether the Debtors would realize any value from rejection,
especially when one considers the substantial impact rejection
will have on the Debtors' estates and their reorganization effort,
including:

  * Rejection damage claims against the Debtors' estates
    resulting to the loss of more than $1 billion of the value
    that Spansion Japan would have realized from the parties'
    performance of the Foundry Agreement over the next 20 years;
    and

  * Spansion Japan would be under no further obligation to ship
    wafers to the Debtors and, as a result, understand that the
    Debtors' operations will suffer a revenue shortfall of
    approximately $43 million during the fourth quarter 2009.

Spansion Japan asserts that a final evidentiary hearing on the
Motion should be scheduled for a later date, which will provide
it with the opportunity to seek limited expedited discovery from
the Debtors and prepare an evidentiary presentation that will
permit the Court to make the necessary factual findings for
adjudication of the Motion.

However, Spansion Japan maintains, if the Court determines to
authorize rejection now, it requests that any rejection be
conditioned on:

  (a) an effective date of rejection of October 27, 2009, given
      that the Debtors continued to request product from
      Spansion Japan and Spansion Japan delivered to the Debtors
      based on those requests after October 9, 2009;

  (b) a time period of at least 60 days from the date of that
      rejection order for Spansion Japan to file its rejection
      damage claim against the Debtors given the complexities of
      that claim and the fact that the Debtors will suffer
      little, if any, harm from allowing Spansion Japan at least
      60 days in which to file that claim; and

  (c) Spansion Japan's retention of its intellectual property
      rights under the Foundry Agreement and related documents,
      pursuant to Section 365(n) of the Bankruptcy Code.

                 Debtors Respond to Objections

The Debtors ask the Court to overrule the objections with respect
their rejection request.

The Debtors contend that the question of damages from rejection
is irrelevant to the matter sub judice.  According to the
Debtors, rejection damages claims, if any, will be adjudicated
during the claims reconciliation process, and those claims will
be comprised pursuant to their plan of reorganization.

The Debtors maintain that they have not presented the Rejection
Motion for an improper purpose.  Even assuming that they had the
intention of negotiating a different economic arrangement with
Spansion Japan to replace the Foundry Agreement, it strains
credibility to suggest that Chapter 11 debtors do not routinely
take advantage of the power of rejection for precisely this
purpose, the Debtors add.

The Debtors further assert that the suggestion of comity issue
with Spansion Japan Limited's insolvency is meritless -- the
assumption of a contract by one party cannot determine the
ability of the counterparty to assume or reject the same contract
in its own insolvency proceeding.  Moreover, the Debtors note,
the rights afforded under Section 365(n) of the Bankruptcy Code
do not apply to every contract; rather, they only apply to
contracts whose primary purpose is licensing of intellectual
property.  The Debtors note that they are willing to afford
Spansion Japan 60 days within which to present its rejection
damage claim.

The Debtors filed with the Court a letter agreement between
Spansion LLC and GE Capital Leasing Corporation, a full-text copy
of which is available for free at:

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

In response, GE Financial Services Corporation, as administrative
agent, security agent, and secured lender, for itself and on
behalf of members of an official committee of secured creditors,
asserts that the Spansion Japan Secured Lenders are creditors and
parties-in-interest with standing to object to the Rejection
Motion.  GE further asserts that the Debtors have not
demonstrated the need for extraordinary relief for ordering nunc
pro tunc rejection and that relief should be denied.

According to GE, expedited discovery in connection with the
Rejection Motion will not cause any undue delay.  In fact, GE
notes, after receipt of the Debtors' reply, the SJL Secured
Lenders contacted counsel for the Debtors, requested to meet and
confer about discovery scope and schedule, and served discovery
requests so that an expedited process can commence immediately.

GE maintains that while the SJL Secured Lenders disagree with the
arguments presented in the Rejection Motion and Omnibus Reply,
the Debtors' attempt to shield from scrutiny the alleged exercise
of their business judgment in pursuing the Rejection Motion, both
by seeking to silence the SJL Secured Lenders, who have a direct
pecuniary interest in the outcome of the Rejection Motion, and by
denying discovery to SJL and the SJL Secured Lenders,
necessitated the response.

                        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: Says Japan Unit Not Selling Chip Line
---------------------------------------------------
Spansion Inc., denied news reports that its Japanese subsidiary,
Spansion Japan Ltd., is close to selling a chip production line,
Bloomberg said.

Citing an unidentified source, The Nikkei newspaper had reported
that Spansion Japan Ltd. plans to sell a chip making facility
completed in 2007 with investment of over JPY100 billion.  The
300-mm wafer facility at a plant in Fukushima Prefecture is now
worth JPY20 billion, the report said, citing the unnamed source.

Kosuke Hirako, a Tokyo-based spokesman at Spansion Japan's unit,
said, "We are weighing all possible options to help advance
reorganization, but no concrete plans have been made to sell the
facilities," Bloomberg reported.

                        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)


STAGE COACH VENTURE: Case Summary & 2 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: Stage Coach Venture LLC
        2487 Gloucester Way
        Riverside, CA 92505

Bankruptcy Case No.: 09-35719

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Thomas C. Nelson, Esq.
                  550 W C St., Ste. 1850
                  San Diego, CA 92101
                  Tel: (619) 236-1245

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

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

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

             http://bankrupt.com/misc/cacb09-35719.pdf

The petition was signed by Kevin A. Tucker, managing member of the
Company.


STANDARD MOTOR: Reports $3.1 Million Net Income in Q3 2009
----------------------------------------------------------
Standard Motor Products, Inc. disclosed Tuesday its consolidated
financial results for the three months and nine monhts ended
September 30, 2009.

The Company also announced that it is engaged in exploratory
discussions with the managers of its European business regarding
their interest in acquiring the business via a management buy-out.
Proposed terms of a transaction would include the sale of the
European distribution business for GBP1.8 million ($2.9 million)
in cash and a promissory note and approximately GBP1.8 million
($2.9 million) in assumed debt.

The Company reported net earnings of $3.1 million for the three
months ended September 30, 2009, compared with a net loss of
$1.2 million in the corresponding period in the prior year.

Commenting on the results, Mr. Lawrence Sills, Standard Motor
Products' chairman and chief executive officer, stated, "We are
quite pleased with our third quarter results.  For the first time
this year, sales were ahead of the comparable quarter of 2008,
despite the continued headwinds of the loss of a major account at
the end of 2008, the divestiture of Blue Streak Electronics, and
the fall-off of OE sales.  Contributing to the sales increase was
new Temperature Control business from two major retailers, and
pipeline orders for Engine Management for CSK, as stores and
inventories were being upgraded as part of the O'Reilly
acquisition.  Sales for the nine months, however, remain behind
2008 for the reasons stated above.

"Gross margin percentage edged up slightly, for the quarter and
the nine months, as our facilities in Mexico continue to grow and
improve.  We now have over 800 people in three plants in Reynosa,
a significant increase over the last two years, with plans for
increased growth in 2010.

"Our people continue to do an excellent job controlling Selling,
General and Administrative (SG&A) expenses. SG&A expenses were
$4 million below 2008 for the quarter and $18 million below 2008
for the nine months.  A key part of the saving was a reduction of
over 100 salaried employees over the last 12 months, roughly 10%
of the total.

"All this added up to a substantial increase in earnings per
share, excluding non-operational gains and losses.

"At the same time we were able to make significant improvements in
our balance sheet.  In July we retired the balance of our
convertible bonds.  Our total debt has been reduced by over 50% in
the last twelve months, from $230 million to $111 million.  In
all, we are extremely proud of our people for what they have been
able to accomplish.

"Looking at the balance of the year, due to the seasonal nature of
our Temperature Control business, we typically budget a small loss
for the fourth quarter.  We expect that this fourth quarter will
follow historical patterns.

"Finally, as stated above, we are in exploratory discussions to
sell our European distribution business to our local management
team.  We have concluded that this does not represent a core
business for the Company.  However, we intend to keep our
manufacturing operation in Bialystok, Poland.  With a low cost
structure, and the availability of highly skilled people, we
believe this operation will play a major role in our future."

Consolidated net sales for the three months ended September 30,
2009, were $205.6 million, an increase of $2.7 million, or 1.3%,
compared to $202.9 million in the same period of 2008.  The
increase in consolidated net sales resulted from an increase in
net sales of $5.8 million, or 10.8%, in the Company's Temperature
Control Segment, partially offset by a $3.6 million, or 31.2%,
decline in the Company's European Segment.  Net sales in the
Company's Engine Management Segment were essentially flat.

Temperature Control sales benefitted from incremental new customer
sales volumes and increased customer demand within our retail
channel.  The reduction in sales in the Company's European Segment
is the result of a decrease in original equipment sales volumes
and an unfavorable change in foreign currency exchange rates.

Gross margins, as a percentage of consolidated net sales,
increased slightly to 24.2% in the third quarter of 2009, compared
to 24% in the third quarter of 2008.

Operating income was $9.7 million in the third quarter of 2009,
compared to $5.8 million in the third quarter of 2008.  The
increase of $3.9 million was due primarily to the higher sales
volumes, the positive impact of an increase in gross margins in
the Company's Temperature Control Segment and lower SG&A expenses
reflecting the impact of the Company's postretirement benefit
amendment and cost reduction programs, offset by an increase in
restructuring and integration expenses related to the Company's
closure of the Wilson, North Carolina manufacturing plant and a
workforce reduction charge resulting from the Company's wire and
cable business acquisition during the quarter.

                          Balance Sheets

At September 30, 2009, the Company's consolidated balance sheets
showed $537.7 million in total assets, $364.6 million in total
liabiities, and $173.1 million in total stockholders' equity.

The Company had total long-term debt, including current
maturities, of $110.9 million at September 30, 2009, compared with
$194.2 million at December 31, 2008.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?47d1

                        Nine Month Results

For the nine months ended September 30, 2009, the Company reported
net earnings of $8.9 million, compared with net earnings of
$10.7 million in the same period of 2008.

Consolidated net sales for the nine months ended September 30,
2009 were $575.3 million, a decrease of $51.1 million, or 8.2%,
compared to $626.4 million in the same period of 2008.  The
decrease in consolidated net sales resulted from declines in
Engine Management net sales of $36.8 million, or 8.8%, European
Segment net sales of $12 million, or 33.9%, and $3 million of net
sales in the Company's Other Operating Segment, which consists
primarily of the Company's Canadian operations.

Operating income was $21.8 million in the nine months ended
September 30, 2009, compared to $15 million in 2008.  The increase
of $6.8 million was due primarily to lower SG&A expenses which
more than offset the gross margin impact from a decline in net
sales.

                 Liquidity and Capital Resources

During the nine months of 2009, cash provided by operations
amounted to $96.5 million compared to cash used in operations of
$708,000 in the same period of 2008.  The year-over-year increase
in cash provided by operations is primarily the result of the
impact of the Company's customer accounts receivable factoring
program and improved working capital management.

Cash used in investing activities was $10.1 million in the nine
months of 2009, compared to cash provided by investing activities
of $25.7 million in the same period of 2008.  Investing activities
in 2009 included a $6 million payment to complete the Company's
core sensor asset purchase transaction entered into in 2008, a
$6.8 million payment in connection with the Company's acquisition
of a wire and cable business offset by a $4 million cash receipt
in connection with the Company's December 2008 divestiture of
certain of its joint venture equity ownerships and $3.9 million in
proceeds received in connection with the redemption of preferred
stock of a third-party issuer.

Cash used in financing activities was $85.3 million in the first
nine months of 2009, compared to $25 million in the same period of
2008.  During the first nine months of 2009, the Company reduced
its borrowings under its revolving credit facilities by
$56.4 million and retired $32.2 million of long-term debt,
including the remaining $32.1 million balance of its 6.75%
convertible subordinated debentures.  In addition, in May 2009 the
Company exchanged $12.3 million aggregate principal amount of its
outstanding 6.75% convertible subordinated debentures due 2009 for
a like principal amount of newly issued 15% convertible
subordinated debentures due 2011.  The debt reduction was
partially offset by the issuance of $5.4 million of 15% unsecured
promissory notes.  No dividends were paid in 2009.

The Company anticipates that its present sources of funds,
including funds from operations and additional borrowings, will
continue to be adequate to meet its financing needs over the next
twelve months.

                       About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long
Island City, New York, is an automotive replacement parts
manufacturer and distributor, with total sales of $775.2 million
in 2008.  The Company is organized into two major operating
segments, each of which focuses on a specific line of replacement
parts.  The Company's Engine Management Segment manufactures
ignition and emission parts, ignition wires, battery cables and
fuel system parts.  The Company's Temperature Control Segment
manufactures and remanufactures air conditioning compressors, air
conditioning and heating parts, engine cooling system parts, power
window accessories, and windshield washer system parts.

                           *     *     *

As reported by the Troubled Company Reporter on July 17, 2009,
Moody's Investors Service withdrew all ratings of Standard Motor
Products' after the only rated debt having been redeemed upon
maturity.  Ratings withdrawn include the Corporate Family Rating
at Caa1, and $32 million convertible subordinated debentures due
July 2009 at Caa2.  The last rating action occurred on June 30,
2009, when its CFR was upgraded to Caa1 from Caa2.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.


STATION CASINOS: Boyd Gaming "Serious" About Buying Assets
----------------------------------------------------------
Boyd Gaming Corporation on October 27 reported that net income was
$6.3 million, or $0.07 per share, for the third quarter compared
with $8.7 million, or $0.10 per share, in the same period last
year.  In the report, Boyd Gaming reiterated its intent to acquire
some or all of the assets of Station Casinos.

Keith Smith, Boyd Gaming's President and CEO, said, "We remain
very serious about acquiring Station's assets when permitted by
the bankruptcy court.  We believe an acquisition would deliver
immediate value to our shareholders, and represents a very
attractive and timely solution for Station, its creditors,
employees and customers."

In February 2009, Boyd Gaming delivered a non-binding preliminary
indication of interest for certain of certain properties of
Station Casinos.  Boyd estimated at that time that the assets are
worth $950 million.

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a leading diversified owner and
operator of 16 gaming entertainment properties located in Nevada,
New Jersey, Mississippi, Illinois, Indiana, and Louisiana.

                      About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Wants Plan Exclusivity Until March 25
------------------------------------------------------
Station Casinos Inc., asks the Court to extend its exclusive
period to file a Chapter 11 plan until March 25.  The hearing on
Station Casinos' first request for an extension is scheduled for
November 20.

Bill Rochelle at Bloomberg relates that the Debtor says the
business is "yet to stabilize."  Station points to "intercreditor
tensions" as inhibiting the ability to formulate a reorganization
proposal.  The Company speculates that it alone may be able to
mediate a reorganization among the warring creditor factions.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STERLING MINING: Bankruptcy Court Resolved Lease Dispute
--------------------------------------------------------
WestLaw reports that to the extent that any issues of Idaho law
related to construction or termination of the lease executed by
landowners and the Chapter 11 debtor were unsettled, the
bankruptcy court was not required to "refer" the issues to the
Supreme Court of Idaho but, instead, could endeavor to determine
how such issues would be resolved by that court.  Although the
bankruptcy court acknowledged that state law had to be applied to
decide the question of rights under the parties' lease and whether
the lease was terminated prior to bankruptcy, it did not concede
that there were any "unsettled" issues of law in the present case
that triggered a certification inquiry.  Rather, it found that the
issues identified by the movant were matters for appeal, not
certification.  In re Sterling Min. Co., --- B.R. ----, 2009 WL
1739996 (Bankr. D. Idaho) (Myers, J.).

Judge Myers issued this opinion after determining that (1) a lease
between Sterling Mining Company and Sunshine Precious Metals,
Inc., was not terminated pre-bankruptcy and is subject to
assumption under Sec. 365 of the Bankruptcy Code; (2) a Sterling's
motion to assume that lease would be approved; and (3) Sterling's
motion to obtain post-petition financing would be approved, and
Sunshine moved for reconsideration.  After considering the matter,
Judge Myers determined that Sunshine's motion for reconsideration
"is not well taken [and] will be denied."

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered,
represents the Debtor as counsel.  In its bankruptcy schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.


SYMBION INC: Moody's Affirms Corporate Family Rating at 'B2'
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Symbion, Inc.,
including the B2 Corporate Family and Probability of Default
Ratings.  The outlook for the ratings remains negative.

The affirmation of the B2 Corporate Family Rating reflects the
company's considerable financial leverage and modest interest
coverage.  Credit metrics have not improved at the pace that had
been anticipated following the August 2007 LBO of the company.
However, the rating also considers the company's strong margins
and stable cash flow generation.  Further, the rating also
reflects Moody's expectation that as one of the larger operators
of ambulatory surgery centers in a highly fragmented sector, the
company should be well positioned to benefit from the continued
movement of services to the outpatient setting.

While Moody's acknowledges improvements in case volume growth and
the company's ability to maintain positive free cash flow, after
considering the benefit of the election of the PIK option on the
company's senior notes, Moody's remain concerned about the
potential impact on margin performance should the recent slowing
of pricing growth continue.  Additionally, the negative ratings
outlook anticipates restrictions on the company's ability to
access its revolver due to covenant limitations and a reduction
in headroom as covenant levels become more restrictive at
December 31, 2009, and again at December 31, 2010.

This is a summary of Moody's rating actions.

Ratings affirmed:

* $100 million senior secured revolving credit facility, Ba3
  (LGD2, 28%)

* $125 million senior secured term loan A due 2013, Ba3 (LGD2,
  28%)

* $125 million senior secured term loan B due 2014, Ba3 (LGD2,
  28%)

* Senior unsecured PIK toggle notes due 2015, Caa1 (LGD5, 83%)

* Corporate Family Rating, B2

* Probability of Default Rating, B2

* Speculative Grade Liquidity Rating, SGL-3

The rating outlook remains negative.

Moody's last rating action was on May 21, 2008, when Moody's
assigned a Caa1 rating to the senior unsecured PIK toggle notes,
downgraded the Speculative Grade Liquidity Rating to SGL-3 from
SGL-2, changed the rating outlook to negative from stable and
affirmed all other ratings.

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

Symbion, headquartered in Nashville, Tennessee, owns and operates
a network of short-stay surgical facilities providing non-
emergency surgical procedures in various specialties, including
orthopedics, pain management, gastroenterology and ophthalmology.
As of June 30, 2009, Symbion owned and operated 55 ambulatory
surgery centers and four surgical hospitals.  The company also
managed eight additional surgery centers and two physician
networks.  For the twelve months ended June 30, 2009, the company
recognized revenues of approximately $341 million.


TARRAGON CORPORATION: Bermuda Unit Can Use BofA's Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized on a final basis, Bermuda Island Tarragon LLC, a
debtor-affiliate of Tarragon Corporation, to:

   -- use cash securing repayment of loan with Bank of America,
      N.A.; and

   -- grant adequate protection to BofA.

BofA holds a valid and perfected and enforceable liens as
acknowledged in the Settlement Agreement dated Aug. 20, 2009.

Bermuda Island asserts it does not have sufficient unencumbered
cash or other assets with which to continue to manage its
properties in Chapter 11 without the use of the Lender's cash
collateral.

As adequate protection, the lender is granted: (i) a replacement
perfected security interest in the postpetition collateral and
proceeds thereof, including funds in the new bank account, as the
lender held in the prepetition collateral; and (ii) an allowed
superpriority administrative claim and all rights and benefits.

In the event that Bermuda Island defaults under or violates this
order, the lender may request a hearing within 10 days.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.


TARRAGON CORPORATION: Court Extends Solicitation Period to Nov. 5
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey, in its
bridge order, extended until November 5, 2009, Tarragon
Corporation and its debtor-affiliates' exclusive period to solicit
acceptances of the Chapter 11 Plan of Reorganization.

The motion was adjourned to November 5, 2009, after the
exclusivity deadline.  Objections, if any, were due on October 29,
2009.

As reported in the TCR on August 7, 2009, Tarragon has already
filed a Chapter 111 plan of reorganization and an explanatory
disclosure statement.  Under the Plan, affiliated debt-holders are
expected to get 60% of the common stock in turn for the waiver of
about $40 million of unsecured claims.

In exchange for HFZ Capital Group LLC agreeing to purchase certain
preferred stock of Reorganized Tarragon having a cumulative
preferred dividend of 8% in an amount of up to $5 million of which
at least $1 million will be purchased on the effective date to
provide initial working capital to Reorganized Tarragon, HFZ will
receive 40% of the new issue common stock of Reorganized Tarragon.

Subsequent to the effective date, HFZ will purchase, at par, at
such time or times as required by the affiliated debt holders,
additional preferred stock of Reorganized Tarragon in an amount
equal to $5 million less the amount of the initial Preferred Stock
Purchase in increments of no less than $500,000.  The proceeds of
such sale shall be used to enable Reorganized Tarragon to pay,
when required, its future operating costs and expenses, including
liquidation expenses of Liquidation Assets and debt service, to
the extent that the income of Reorganized Tarragon, as reasonably
determined by the affiliated debt holders, is insufficient to pay
in a timely manner such costs and expenses.

In addition, the affiliated debt holders will receive 60% of the
common stock of Reorganized Tarragon in exchange for the waiver of
approximately $40 million of affiliated unsecured claims held by
the affiliated debt holders.

A full-text copy of the joint Chapter 11 plan of reorganization is
available for free at http://ResearchArchives.com/t/s?40d0

A full-text copy of the disclosure statement is available for free
at http://ResearchArchives.com/t/s?40d1

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  Daniel A.
Lowenthal, Esq., at Patterson Belknap Webb & Tyler, LLP, in New
York, represents the official committee of unsecured creditors
appointed in the case.  Tarragon has said equity holders are out
of the money with regard to its bankruptcy case.  As of
September 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


THORNBURG MORTGAGE: Court Directs Chapter 11 Trustee Appointment
----------------------------------------------------------------
TMST, Inc., formerly known as Thornburg Mortgage, Inc., reports
that on October 23, 2009, the United States Bankruptcy Court for
the District of Maryland ordered that a Chapter 11 Trustee be
appointed for the Company, TMST Acquisition Subsidiary and TMST
Home Loans, Inc.

On October 26, 2009, the Bankruptcy Court ordered that a Chapter
11 Trustee be appointed for TMST Hedging Strategies, Inc.

In open court, on October 21, 2009, the U.S. Trustee withdrew its
motion that a Chapter 11 Trustee be appointed for ADFITECH, Inc.,
a subsidiary of the Company.

TMST also reports that Anne-Drue M. Anderson, David A. Ater,
Francis I. Mullin, III, Eliot R. Cutler and Thomas F. Cooley
submitted their resignations as directors of TMST dated
October 23, 2009, October 23, 2009, October 24, 2009, October 25,
2009, and October 26, 2009, respectively.

Ms. Anderson also submitted her resignation as the President of
the Company.  The resignations will be effective upon the
appointment of a Chapter 11 Trustee for the Company.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).  Judge
Duncan W. Keir is handling the case.

David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, has
been tapped as counsel.  Orrick, Herrington & Sutcliffe LLP is
employed as special counsel.  Jim Murray, and David Hilty, at
Houlihan Lokey Howard & Zukin Capital, Inc., have been tapped as
investment banker and financial advisor.  Protiviti Inc. has also
been engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.


TOWNSEND CONSTRUCTION: Owner's Felony Pretrial Set for Nov. 23
--------------------------------------------------------------
The Daily Courier reports that Yavapai County Superior Court Judge
Thomas Lindberg has set Townsend Construction Inc. owner Elise
Townsend's pretrial conference on her two felony charges for
November 23.  According to The Daily Courier, Ms. Townsend
continued her release on her own recognizance so she could go home
to Pass Christian, Mississippi.  Ms. Townsend, says The Daily
Courier, had pleaded not guilty to two felony charges, fraud
schemes, and theft by converting services or property in an amount
exceeding $100,000 back in January 2007.  The Daily Courier
relates that Ms. Townsend allegedly took $180,000 from her Prime
Excavation Company bank account, even though she knew it would
cause numerous subcontractors' checks to bounce.  The Yavapai
County Attorney's Office, according to the report, concluded that
Ms. Townsend's actions caused her business partner and nine
businesses involved in a Prescott Lakes subdivision construction
project to lose $308,585.

Headquartered in Prescott, Arizona, Townsend Construction Inc. --
http://www.townsendhomes.com/-- is a semi-custom, custom home
builder.  Townsend Construction is owned by Elise Townsend, who
dropped out from an Arizona Senate Election in 2006 due to
suspicious business relations with Yavapai County Assessor Victor
Hambrick.  State and county officials have stated they are
investigating Ms. Townsend and Mr. Hambrick.

The company filed for Chapter 11 protection on April 16, 2007
(Bankr. D. Ariz. Case No. 07-01693) in order to prevent major
lender Consolidated Mortgage LLC from selling Townsend's 1,120
vacant lots in southern Arizona.  At that time, Ms. Townsend
indicated she had no intention of selling off the company under
Chapter 7 liquidation.  Mark J. Giunta, Esq., represents the
Debtor in its restructuring efforts.  As of May 1, 2007, the
Debtor had $31,079,840 in total assets and $34,911,845 in total
debts.

The Debtor's Chapter 11 case was subsequently converted to Chapter
7 liquidation.  The court has appointed William Pierce to be the
interim U.S. trustee in the converted case.


TOYS "R" US: Will Launch FAO Schwarz Boutiques in Stores
--------------------------------------------------------
Stephanie Rosenbloom at The New York Times reports that Toys
"R" Us, Inc., will be launching FAO Schwarz boutiques inside
almost 600 Toys "R" Us stores on Sunday.  FAO.com, says The NY
Times, would start selling toys on Tuesday, and the FAO Schwarz
holiday catalog will arrive in customers' mailboxes on
November 10.

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around
$14 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.

As of August 1, 2009, the company had $8.172 billion in total
assets; total current liabilities of $2.085 billion, long-term
debt of $5.496 billion, deferred tax liabilities of $55 million,
deferred rent liabilities of $269 million, and other non-current
liabilities of $372 million.  As of August 1, 2009, the company
had Toys "R" Us, Inc. stockholders' deficit of $214 million and
noncontrolling interest of $109 million, and total stockholders'
deficit of $105 million.

The Company carries a 'B2' probability of default rating from
Moody's, "B" issuer credit ratings from Standard & Poor's, and
"B-" long term issuer default rating from Fitch.


TRIAD ENERGY: Magnum Hunter to Buy Appalachian Assets for $81MM
---------------------------------------------------------------
Magnum Hunter Resources Corporation (NYSE Amex: MHR) announced
October 29, 2009 it has entered into a definitive agreement with
an Appalachian Basin energy company, privately-held Triad Energy
Corporation and affiliates, to purchase substantially all of
Triad's oil and gas exploration and production operating assets.
Additionally, as part of the transaction, 100% of Triad's
ownership interests in certain oilfield service related drilling,
pipeline and salt water disposal assets are being acquired.  The
acquisition of Triad by Magnum Hunter will occur upon the
effectiveness of Triad's reorganization plan under Chapter 11 of
the United States Bankruptcy Code. Under Triad's proposed plan of
reorganization, the assets of Triad along with certain affiliates
would be acquired by a wholly-owned subsidiary of Magnum Hunter.

Magnum Hunter has agreed to pay cash, issue securities and assume
or refinance Triad's outstanding debt obligations in the aggregate
of approximately $81 million.  The $81 million total purchase
price is broken out in components of (i) the assumption and
refinancing of approximately $58 million of senior debt owed to
secured lenders, (ii) issuance to Triad or its designees $15
million in Redeemable Convertible Preferred Stock with a 2.75%
fixed coupon payable quarterly and (iii) up to $8 million in cash.

The closing of this transaction is subject to customary
conditions, as well as final approval of the Federal Bankruptcy
Court. Magnum Hunter has obtained an agreement with Triad and its
principal secured and unsecured creditors to fully support the
proposed transaction. The closing of the transaction is expected
to occur in late 2009 or early 2010.

Gary C. Evans, Chairman of the Company, commented, "We are
extremely pleased to make this announcement concerning Magnum
Hunter's agreement to acquire the assets of Triad Energy and its
related entities.  This has been a long and difficult negotiation
for our management team.  With 5.2 MMBoe of total proved reserves
and 88,417 net acres within this portfolio, the acquisition of
these assets will provide Magnum Hunter a unique opportunity to
establish a very cost effective ownership position in the
Appalachian Basin. Specifically, the emerging Marcellus Shale
play, which is one of the most active and most economically
attractive hydrocarbon plays in the United States today, should
provide our shareholders significant future growth potential. This
transaction offers Magnum Hunter shareholders incremental and
accretive upside from a variety of perspectives and demonstrates
the type of acquisition we discussed when Ron Ormand and I first
joined Magnum Hunter in late May. When you combine Triad's low-
decline rate and long-life producing assets (the reserves-to-
production ratio approximates 25 years) with its stable and
predictable production levels and cash flows, and the Company's
upside potential from behind-pipe reserves, numerous undrilled
locations, waterflood enhancement opportunities and, most exciting
of all, Triad's untapped Marcellus Shale horizontal development
potential, this easily becomes a Company changing event for Magnum
Hunter."

"Additionally, we have identified a number of opportunities to
reduce operating expenses on the existing oil and gas properties,
where approximately 75% of the leases are 'held by production.' We
believe Triad's existing pipelines and right-of-ways in the
Marcellus Shale will allow for not only the efficient delivery the
natural gas we produce or own, but also new and untapped
opportunities to transport and market third party natural gas in
the area. Triad comes with both the oilfield equipment and the
infrastructure to provide for a strategic area of core operations
for Magnum Hunter. Potential revenue enhancement projects have
already been identified by our management team and can be
implemented upon final closing."

                  About Triad Energy and Affiliates

Triad Energy Corporation is a 23 year old Reno, Ohio headquartered
oil and natural gas exploration and production company focused
exclusively in the Appalachian Basin with operations in Ohio, West
Virginia and Kentucky. As of June 30, 2009, supported by a third
party independent engineering report prepared by an independent
third party engineering firm, Triad had total proved reserves of
approximately 5.2 MMBoe (69% crude oil and 69% classified as
proved developed producing). The Company had a present value on
proved reserves discounted at 10% ($69.89 per Bbl and $3.835 per
Mcf) as of June 30, 2009 of $74.1 million. Daily production from
over 2,000 wells is approximately 1,000 Boe. The third party
engineering report does not reflect any future potential that may
exist from the drilling of horizontal wells in the Marcellus Shale
formation.

Triad presently controls approximately 88,417 net mineral acres
located in Ohio, West Virginia and Kentucky, with approximately
75% of this acreage classified as held by production "HBP." Of
this total acreage position, approximately 47,000 net acres (53%
of the total net acres) overlay the Marcellus Shale play. Triad's
lease acreage position is concentrated and contiguous with
existing Triad operations and production. Proved reserves and
upside production potential is reflected in Triad's mature oil
fields currently under primary and secondary development,
conventional fields with additional development and behind pipe
potential and horizontal drilling of Triad's Marcellus Shale
acreage position.

Other assets owned by Triad include (i) oilfield service equipment
(three air drilling rigs, pole units, frac tanks, trailers, gang
trucks, vacuum trucks, etc.), (ii) salt water disposal facilities
with a 1,000 Bpd average disposal rate and (iii) the control of
over 55 miles of existing natural gas pipelines and pipeline
right-of-ways ("Eureka Pipeline"). It is anticipated that the
midstream assets can be utilized to solve a portion of the
existing Appalachian Basin regional takeaway challenges and allow
Magnum Hunter to expand this natural gas transportation and
processing business to third parties.

                          About Magnum Hunter

Magnum Hunter Resources Corporation and subsidiaries --
http://www.magnumhunterresources.com/-- are a Houston, Texas
based independent exploration and production company engaged in
the acquisition of exploratory leases and producing properties,
secondary enhanced oil recovery projects, exploratory drilling,
and production of oil and natural gas in the United States.


TROPICANA ENT: Fee Auditors OK $9.8MM in Fees for Nov.-Jan.
-----------------------------------------------------------
Judge Kevin Carey has approved the Third Interim Applications of
eight bankruptcy professionals retained in Tropicana Entertainment
Inc.'s cases in the amounts recommended by Warren H. Smith &
Associates as the fee auditor.  The Applications cover services
rendered by the professionals from November 2008 to January 2009.
The Court also approved the Fee Auditor's interim fee request for
services it rendered for the same Fee Period.  Judge Carey further
approved expenses of the Official Committee of Unsecured Creditors
for the period from May 14, 2008, through December 4, 2008.

The approved Fees total $9,800,079 million and the approved
Expenses total $585,668.

                                   Fee Amount    Expense Amount
Applicant                           Approved        Approved
---------                          ----------    --------------
Committee Expenses
(Franklin Mutual Advisers LLC)            $0            $5,698

Ernst & Young LLP (Tax)             $547,699            $8,789

Ernst & Young LLP (Audit)           $408,598           $11,454

Richards Layton & Finger PA          $65,927            $8,721

Paul Hastings Janofsky &
Walker LLP                          $344,458           $11,546

Stroock & Stroock &
Lavan LLP                         $1,596,627          $122,578

Alix Partners LLP                 $2,467,611          $187,744

Kirkland & Ellis LLP              $3,366,189          $173,030

Capstone Advisory Group LLP         $886,635           $24,409

Morris Nichols Arhst
& Tunnel LLP                         $66,825           $31,656

Warren H. Smith &
Associates                           $49,458               $39

A table of the Fee Applicants and the corresponding requested and
approved fees and expenses for the period November 2008 to
January 2009 is available for free at:

   http://bankrupt.com/misc/TROPI_ApprvedFees_Nov08toJan09.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)


TROPICANA ENT: NJ Debtors Want to Expand Cooper's Services
----------------------------------------------------------
Adamar of New Jersey Inc. and its affiliates ask the Court for
permission to:

  (i) expand the scope of their retention of Cooper,
      Levenson, April, Niedelman & Wagenheim, P.A., as special
      litigation counsel, to include representation of Mark
      Giannantonio and Tama Hughes in the Edwards State Court
      Action; and

(ii) pay the defense costs on behalf of the Key Personnel.

William and Caroline Edwards filed a prepetition lawsuit in the
Superior Court of New Jersey, Atlantic County, Law Division under
Docket No. ATL-L-1474/09 against the New Jersey Debtors, retired
New Jersey Supreme Court Justice Gary S. Stein, Ms. Hughes, Mr.
Giannantonio, the New Jersey Casino Control Commission, and NJ
Commission Chair Linda Kassekert.

The Bankruptcy Court entered an order on July 23, 2009,
preliminarily enjoining the Edwardses from proceeding in the
Edwards State Court Action until the later of the closing of the
Debtors' Section 363 sale of assets or October 31, 2009.  The
Injunction Order expressly states it is without prejudice to the
New Jersey Debtors' ability to seek an extension of the
preliminary injunction beyond October 31, 2009, should the
closing not occur before then, Justice Stein, as trustee and
conservator of Adamar of New Jersey, Inc., notes.

As of October 22, 2009, the closing on the sale of the New Jersey
Debtors' assets has not occurred, and the New Jersey Debtors are
in the process of evaluating whether an extension of the
preliminary injunction should be requested, Justice Stein
relates.

In the event the preliminary injunction is not extended beyond
October 31, 2009, the Key Personnel will be required to defend
the Edwards State Court Action.  The Key Personnel have chosen
Cooper Levenson as their counsel in the Edwards State Court
Action, according to Justice Stein.

The New Jersey Debtors maintain a practice of providing defense
to and funding settlements on behalf of their employees who are
named or sued individually in various types of matters while
acting within the scope of their employment, Justice Stein
informs the Court.

In accordance with the New Jersey Debtors' practice of
indemnifying their employees in the defense of litigation filed
against them while in the scope of their employment, the Debtors
wish to expand the scope of Cooper Levenson's retention to
include representation of the Key Personnel in the Edwards State
Court Action.

                   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: LandCO Debtors Q3 Post-Confirmation Report
---------------------------------------------------------
Michael Usgaard, corporate controller of the LandCo Debtors,
submitted separately the post-confirmation quarterly summary
reports of the LandCo Debtors for the reporting period from
July 1, 2009, to September 30, 2009:

                                      Beginning      Ending
LandCo Debtor                      Cash Balance  Cash Balance
-------------                      ------------  ------------
Adamar of Nevada Corporation                 $0            $0
Hotel Ramada of Nevada Corporation            0             0
Tropicana Development Company LLC             0             0
Tropicana Enterprises                         0             0
Tropicana Las Vegas Holdings, LLC             0             0
Tropicana Las Vegas Resort and Casino LLC     0             0
Tropicana Real Estate Company, LLC            0             0

Tropicana Las Vegas, Inc., made a $2,482,133 disbursement on
behalf of Hotel Ramada, according to Mr. Usgaard.  He notes that
the other LandCo Debtors do not presently maintain any bank
accounts and have not made any disbursements or payments during
the Reporting Period.

The Chapter 11 Plan of the LandCo Debtors was confirmed on May 5,
2009, and was subsequently declared effective on July 1, 2009.

                   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)


TRUMP ENTERTAINMENT: Court Revives Richard Fields Lawsuit
---------------------------------------------------------
Jordana Mishory at Daily Business Review reports that Broward
Circuit Judge Jeffrey Streitfeld, at the behest of Richard T.
Fields, has revived a lawsuit by Trump Hotels & Casino Resorts
Development that sought an estimated $1 billion payment from Mr.
Fields and the Seminole Hard Rock Hotel & Casinos developers.  A
2008 settlement had fallen through, says Daily Business Review.
According to Daily Business Review, Trump Hotels claimed that Mr.
Fields' former confidant conspired to cut him out of a deal to
develop two casinos for the tribe.  Daily Business Review relates
that Mr. Fields, to end the fight over the Seminole casinos,
agreed in 2008 top acquire an Atlantic City casino from Trump
Entertainment Resorts for $316 million, but the deal collapsed
when Trump Entertainment's companies filed for bankruptcy.  Judge
Streitfeld has agreed to vacate a stay imposed in 2008 and set a
trial date next fall, Daily Business Review states.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UNBRIDLED ENERGY: Signs Forbearance Pact, Seeks to Sell Leases
--------------------------------------------------------------
Unbridled Energy Corporation has signed a Forbearance Agreement
with Huntington National Bank.  The Bank has agreed to extend the
maturity date of the Company's outstanding bank loan from November
16, 2009 to December 16, 2009, and to forbear from taking any
further action to collect the bank loan until at least December
16, 2009.

In exchange, the Company agreed to make an immediate principal
payment of US$175,000 to the Bank and have one of the Company's
U.S. subsidiaries, Unbridled Energy PA., LLC, execute an Agreement
of Guaranty and Suretyship of the Loans, a related Open-End
Mortgage, Indenture, Security Agreement, Financing Statement and
an Assignment of Production Agreement in respect of the U.S. owned
assets of Unbridled Energy PA., LLC.  The primary asset of
Unbridled Energy PA., LLC, in which the Bank will now have a
mortgage lien, is its 1,158 acres of oil and gas leases in
Lycoming County, Pennsylvania, an area in the main fairway of the
Marcellus shale formation.  The Company is seeking a purchaser for
these leases.

Unbridled Energy is an independent natural gas evaluation and
production company specializing in shale gas and tight gas sands
opportunities in two main basins within North America; the eastern
US Appalachian Basin and the Western Canadian Sedimentary Basin.
The Company is applying a lower risk production enhancement
strategy on existing wells, and the latest horizontal drilling and
fracing technologies on new wells in well known shale gas and TGS
formations in the Appalachian Basin.  Importantly, management is
also employing a "first mover" approach to large scale shale gas
and TGS resource opportunities in the 580,000 square mile Western
Canadian Sedimentary Basin.  The Company has offices in
Pittsburgh, Pennsylvania and Calgary, Alberta.


VIRGIL KEITH ROBERTSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Virgil Keith Robertson
        Rt 1 Box 102
        Sayre, OK 73662

Bankruptcy Case No.: 09-16048

Chapter 11 Petition Date: October 27, 2009

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: T.M. Weaver

Debtor's Counsel: O. Clifton Gooding, Esq.
                  The Gooding Law Firm
                  1200 City Place Building
                  204 N Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: (405) 948-1978
                  Fax: (405) 948-0864
                  Email: cgooding@goodingfirm.com

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

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

According to the schedules, the Company has assets of $1,736,440,
and total debts of $4,361,500.

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

The petition was signed by Virgil Keith Robertson.


VISHAY INTERTECHNOLOGY: Moody's 'B1' Rating Unaffected by Spin-Off
------------------------------------------------------------------
Moody's Investors Service said that Vishay Intertechnology, Inc.'s
B1 corporate family rating, stable ratings outlook as well as its
SGL-2 speculative grade liquidity rating are currently not
affected by announcement that the company will spin-off its
measurements and foil resistor groups into an independent,
publicly traded company to be named Vishay Precision Group.

Despite VPG's contribution to Vishay's consolidated operating
results (approximately 9% of revenues) and product
diversification, Moody's believes that the loss of VPG would not
have a material impact to Vishay's overall scale, market position,
and credit metrics.  Additionally, while balance sheet cash levels
are expected to be reduced from the capitalization of VPG, Moody's
believes that Vishay will continue to maintain a good liquidity
profile supported by high cash levels, robust free cash flow
generation as a result of effective cost management and reduced
capex outlays, and sizeable availability under its senior secured
revolver.

The last rating action on Vishay was on September 25, 2006, when
Moody's assigned a B1 probability-of-default rating and affirmed
its B3 subordinated note rating as per Moody's Loss-Given-Default
methodology.

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

Vishay Intertechnology, Inc., headquartered in Malvern, PA, is one
of the largest manufacturers and suppliers of passive and discrete
active electronic components, with operations in 17 countries.
Revenues for the twelve months ended September 30, 2009 (including
VPG) were approximately $2 billion.


VISHAY INTERTECHNOLOGY: Spin-Off Won't Affect S&P's 'BB' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Malvern, Pennsylvania-based Vishay Intertechnology Inc.
(BB/Stable/--) are unaffected by the company's announcement that
it intends to spin-off its measurements and foil resister
businesses into an independent, publicly traded company to be
named Vishay Precision Group Inc. The spin-off represents about 9%
of Vishay Intertechnology revenues as of Sept. 30, 2009.  While
the company provided no details regarding profitability or
capitalization of Vishay Precision, S&P assumes that the company's
margins are in line with the consolidated business and that
existing liquidity at Vishay Intertechnology will be nominally
depleted.

Vishay's credit protection measures are comfortable for the rating
and provide adequate cushion for this transaction.  Leverage is
likely to increase slightly, pro forma for the spin-off, but
remains within expectations for the rating.  Headroom under
Vishay's existing performance covenants should be sufficient to
absorb any deterioration in the coverage ratios that result from
the spin off.


VISTA HOMES INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vista Homes, Inc.
        3539 Bradshaw Rd #B-317
        Sacramento, CA 95827

Bankruptcy Case No.: 09-43306

Chapter 11 Petition Date: October 27, 2009

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

Judge: Thomas Holman

Debtor's Counsel: W. Austin Cooper, Esq.
                  2525 Natomas Park Dr. #320
                  Sacramento, CA 95833
                  Tel: (916) 927-2525

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/caeb09-43306.pdf

The petition was signed by Elizabeth B. McCulloch, president of
the Company.


VISTEON CORP: Incurs $38 Million Net Loss in Third Quarter
----------------------------------------------------------
Visteon Corporation incurred a $38 million net loss or 29 cents
per share, on total sales of $1.73 billion, fot the third-quarter
2009.  For the third quarter of 2008, Visteon reported a net
loss of $188 million, or $1.45 per share, on total sales of
$2.12 billion.  Adjusted EBITDA, as defined below, for third
quarter 2009 was $125 million, compared with $5 million in third
quarter 2008.

For the third straight quarter, Visteon's product sales, gross
margin and adjusted EBITDA improved sequentially, reflecting
continued benefits from restructuring and cost-saving actions
along with increases in OEM vehicle production.

"Despite the difficult operating environment, our third-quarter
results reflect the continued efforts of our employees to build a
global framework for business success which is focused on serving
our customers with innovative products and technologies," said
Donald J. Stebbins, chairman and chief executive officer.  "While
we believe the global auto industry is recovering from
historically low levels of production, there remain challenges as
the industry stabilizes."

Third quarter product sales to Ford Motor Co. and Hyundai-Kia each
accounted for 27 percent of total product sales.  Renault-Nissan
and PSA Peugeot Citroen accounted for about 10 percent and 6
percent of sales, respectively.  On a regional basis, Asia
accounted for about 36 percent of total product sales, with Europe
representing 35 percent, North America 22 percent and the balance
in South America.

                  Third Quarter 2009 Results

For third quarter 2009, total sales were $1.73 billion,
including product sales of $1.67 billion and services revenue of
$61 million.  Product sales decreased by about $340 million, or
17 percent, year-over-year as the impact of foreign currency and
divestitures and facility closures reduced sales by about
$130 million and $90 million, respectively.  Lower production,
net of new business, further reduced sales by about $90 million.
Aside from the Asian region where sales were largely unchanged
from the prior year, Visteon experienced lower sales in all the
other major regions in which it operates, reflecting decreased
customer production volumes in response to weak global economic
conditions.

Gross margin for third quarter 2009 was $116 million, or 6.7
percent of sales, an increase of $73 million compared with
$43 million, or 2.0 percent of sales, for the same period a year
ago. Favorable cost performance, reflecting ongoing operational
efficiencies as well as recently implemented restructuring
actions, and foreign currency more than offset the impact of lower
production levels.

Selling, general and administrative expense for third quarter 2009
totaled $95 million, a decrease of $43 million, or 31 percent,
compared with the same period a year ago, reflecting the benefit
of significant headcount and other cost-reduction actions.

For third quarter 2009, the company reported a net loss of
$38 million, or 29 cents per share.  This compares with a net loss
of $188 million, or $1.45 per share, in the same quarter a year
ago.  Restructuring and reorganization costs of $27 million and
$23 million, respectively, were incurred during the quarter while
reimbursement from customers totaled $4 million.  Third-quarter
2008 results included $42 million of restructuring costs and
$19 million of asset impairments and loss on divestiture, along
with $39 million of escrow reimbursement.

Equity in net income of non-consolidated affiliates increased
$21 million to $26 million in third quarter 2009 as compared to
the same period in 2008, largely reflecting continued customer
production increases in Asia Pacific.  Income tax expense for
third quarter 2009 was $18 million compared with $31 million in
the same period a year ago.  Adjusted EBITDA for third quarter
2009 was $125 million, compared with $5 million for third quarter
2008.

                     First Nine Months 2009

For the first nine months of 2009, total sales of $4.65 billion
were lower by $3.2 billion, or 41 percent, compared with the same
period a year earlier. For the first nine months of 2009, Visteon
reported a net loss of $148 million, or $1.14 per share, compared
with a net loss of $335 million, or $2.59 per share during the
first nine months of 2008. Adjusted EBITDA for the first nine
months of 2009 was $220 million, compared with $359 million in the
same period last year.

                    Cash Flow and Liquidity

As of September 30, 2009, Visteon had cash balances totaling
$814 million, $72 million higher than June 30, 2009 levels.

Cash generated by operating activities totaled $84 million for
third quarter 2009, a $244 million improvement over the cash use
of $160 million during the same period a year ago.  The
improvement was attributable to lower net losses, as adjusted for
non-cash items, and lower trade working capital outflows.  Trade
working capital in the third quarter 2009 reflected, among other
items, the impact of pre-petition payables that have not been
settled.  Capital expenditures were $29 million for third quarter
2009, compared with $76 million in third quarter 2008, reflecting
the company's continued management of program investment.  Free
cash flow, as defined below, was $55 million for third quarter
2009, or $291 million better than 2008, which was a use of
$236 million.

                     About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

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)


VITAMIN SHOPPE: Moody's Raises Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service raised Vitamin Shoppe Industries, Inc.'s
corporate family, probability of default and senior secured notes
ratings to B2 from B3.  The rating outlook is stable.

The rating upgrade reflects Vitamin Shoppe's improved credit
metrics and continued growth in same-store sales, illustrating the
resilience of the company's operating performance in an
environment of sluggish consumer spending.  The upgrade also
considers the debt reduction associated with Vitamin Shoppe's
initial public offering.

Vitamin Shoppe has generated positive same-store sales growth for
15 consecutive quarters, including during the period of a dramatic
consumer-led recession.  Reported operating margin also rose by 70
bps for the first half of 2009 compared with the same period of
the previous year.  Pro forma for its initial public offering,
Vitamin Shoppe's total debt/EBITDA is near 5.0 times as of
June 27, 2009, compared with more than 6.0 times prior to the IPO.
As part of the transaction, the company will repay approximately
$45 million of its $165 million senior secured notes due 2012,
redeem $72.5 million of its $135 million preferred stock and
convert the remainder into common stock.

The B2 corporate family rating still reflects the high business
risk associated with the potential product safety issues in the
"VMS" sector (vitamins, minerals, and nutritional supplements),
which can lead to recalls, create adverse publicity and liability
claims, and ultimately damage the company's operating and
financial profile.

The stable outlook reflects Moody's expectation that the company's
financial metrics will remain solid in the near term due to sound
operating performance and a financial policy that does not result
in significant re-leveraging.

These ratings are affected by the action:

Ratings upgraded:

  -- Corporate family rating to B2 from B3,

  -- Probability of default rating to B2 from B3,

  -- Senior secured notes due 2012 to B2 (LGD 4, 50%) from B3 (LGD
     4, 50%)

Moody's last rating action for Vitamin Shoppe occurred on
April 28, 2009, when its corporate family rating and probability
of default rating were affirmed.

Vitamin Shoppe Industries, Inc., headquartered in North Bergen,
New Jersey, retails vitamins, minerals, and nutritional
supplements.  Vitamin Shoppe's revenue was approximately
$638 million for the last twelve-month period ended June 27, 2009.


VITAMIN SHOPPE: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on North Bergen, New Jersey-based Vitamin
Shoppe Industries Inc. to 'B+' from 'B' after the company used a
portion of proceeds from its recent IPO to pay down debt and
because of the company's good operating performance.  The long-
term ratings were removed from CreditWatch, where they were placed
with positive implications on July 27, 2009.  S&P also raised its
issue-level rating on Vitamin Shoppe's $165 million notes to 'BB-'
from 'B'.  The recovery rating is revised to '2', indicating an
expectation for substantial (70%-90%) recovery of principal in the
event of payment default, from '3'.  The outlook is stable.

"The ratings on Vitamin Shoppe reflect its highly leveraged
capital structure, small size in the highly competitive and
fragmented retail vitamin industry, narrow product focus, and the
risks associated with its rapid store expansion," said Standard &
Poor's credit analyst Jackie Oberoi.

Vitamin Shoppe remains highly leveraged, with lease-adjusted total
debt to EBITDA pro forma for the company's $45 million debt
paydown of about 4.8x and EBITDA interest coverage of about 2x for
the 12 months ended June 27, 2009.  S&P does not expect a
significant decrease in leverage in the near term, as continued
growth in lease commitments should hinder the recovery of credit
measures.

With about 425 retail stores across 37 states and the District of
Columbia, a nationally circulated catalog, and two Web sites,
Vitamin Shoppe is a small but growing player in the $23 billion
U.S. dietary supplements industry.  Although the company does not
have the retail footprint of its main competitor, General
Nutrition Centers Inc. (more than 6,100 locations worldwide), it
is an effective competitor because its multichannel distribution
and broad product offerings provide consumers with greater choice
than many of its competitors.


WESTERN ISLES INSURANCE: A.M. Best Downgrades FSR to 'C++'
----------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to C++ (Marginal) from B+ (Good) and the issuer credit rating
(ICR) to "b" from "bbb-" of Western Isles Insurance Company
Limited (WIICL) (Isle of Man).  The outlook for all ratings
remains negative.  Concurrently, A.M. Best has withdrawn the
ratings at the company's request and assigned a category "NR-4" to
the FSR and "nr" to the ICR.

The rating downgrade of WIICL reflects a significant change in
business profile and a considerable increase in risk-adjusted
capital requirements.

WIICL originally operated as a single parent captive reinsurer,
providing its parent with access to the London reinsurance market.
WIICL now writes business which generally originates from Russia
and cedes it back to either its parent or other unrated
reinsurance carriers.  As a result of this, A.M. Best's considers
that WIICL has significantly increased its credit exposure.


WILLIAM WRIGHT: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: William Wright
               Elizabeth Wright
                  fka Elizabeth Teunis
               17268 Raven Rocks Rd.
               Bluemont, VA 20135

Bankruptcy Case No.: 09-18851

Chapter 11 Petition Date: October 27, 2009

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

Judge: Stephen S. Mitchell

Debtors' Counsel: Ann E. Schmitt, Esq.
                  Culbert & Schmitt, PLLC
                  30C Catoctin Circle SE
                  Leesburg, VA 20175
                  Tel: (703) 737-6377
                  Fax: (703) 737-6370
                  Email: aschmitt@culbert-schmitt.com

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

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

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

     [ Redacted June 17, 2014 ]

The petition was signed by the Joint Debtors.


WISH I LLC: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: WISH I LLC
        1111 N. HOYNE
        Chicago, IL 60622

Bankruptcy Case No.: 09-40340

Chapter 11 Petition Date: October 27, 2009

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

Debtor's Counsel: Daniel L. Giudice, Esq.
                  PO Box 2081
                  Glen Ellyn, IL 60138
                  Tel: (630) 674-2375
                  Fax: (630) 790-9590
                  Email: danlglaw@aol.com

Estimated Assets: $0 to $50,000

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

According to the schedules, the Company has assets of $1,000, and
total debts of $40,260,514.

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

             http://bankrupt.com/misc/ilnb09-40340.pdf

The petition was signed by David E. Wish, managing member of the
Company.


WOODBURY COUNTRY: Shuts Down After Filing for Chapter 7 Bankruptcy
------------------------------------------------------------------
The Gloucester County Times reports that The Woodbury Country Club
has been shut down as it seeking to settle millions of dollars in
debt through Chapter 7 bankruptcy.  The previous board of
directors incurred a great deal of debt when they had the golf
course's greens redone, re-landscaped, and rebuilt a number of
years ago, The Gloucester County Times relates, citing a Woodbury
Country member and bondholder Gerald O'Connor.  The Woodbury
Country will likely be auctioned to the highest bidder so that
creditors can be paid back and Mr. O'Connor said he hopes a group
of members buy the property and reestablish the Company sometime
next year, The Gloucester County Times relates.


W.R. GRACE: Closing Arguments on Plan Confirmation January 6
------------------------------------------------------------
In connection with the confirmation hearings in W.R. Grace & Co.
and its debtor affiliates' Chapter 11 cases, which were continued
on October 13 and 14, 2009, Judge Judith K. Fitzgerald of the
United States Bankruptcy Court for the District of Delaware
established these schedules for post-trial briefs:

  (A) Post-Trial briefs for all parties other than the issues
      unique to Anderson Memorial Hospital and post-trial briefs
      by AMH on issues of feasibility and best interest that
      overlap with those of other parties, will be due on these
      dates:

      * November 2, 2009  -- Initial Post-Trial Briefs without
                             hyper-links

      * November 9, 2009  -- Initial Post-Trial Briefs with
                             hyper-links

      * November 20, 2009 -- Reply Briefs without hyper-links

      * December 2, 2009  -- Reply Briefs with hyper-links

  (B) Post-Trial Briefs on AMH-specific issues -- including (i)
      discrimination as to AMH, (ii) classification of AMH, and
      (iii) good faith as to AMH are due on these deadlines:

      * December 8, 2009  -- AMH's Post Trial Brief on all other
                             AMH issues without hyper-links

      * December 11, 2009 -- AMH's Post Trial Brief on all other
                             AMH issues with hyper-links

      * December 23, 2009 -- Reply Briefs on all other issues
                             raised by AMH without hyper-links

      * December 28, 2009 -- Reply Briefs on all other issues
                             raised by AMH with hyper-links

There will be no continuances of any of the established dates, and
no changes will be made to the briefs once they are initially
filed in the non hyper-linked version, the Court ruled.

The Debtors will also provide the Court on October 27, 2009:

  (i) a final chart of all exhibits, which will reflect
      (i) exhibits have been admitted into evidence and which
      have not, (ii) the rulings of the Court with respect to
      any restrictions placed on the admission of any exhibits,
      and (iii) the objections to all exhibits not admitted;

(ii) final charts and binders of deposition and other prior
      testimony designations, which will outline any objections
      to the designations still being pursued; and

(iii) a CD which contains all charts, exhibits and deposition
      and other prior testimony designations.

Unless otherwise ordered by the Court, no further arguments will
take place with respect to the admission of exhibits or deposition
and other prior testimony designations.  The Court will consider
any pending objections or restrictions with respect to the
exhibits or deposition and other prior testimony designations in
the context of reviewing the Post-trial Briefs, Judge Fitzgerald
ruled.

Closing arguments will take place on January 6 and 7, 2010, and be
allotted evenly between the Plan Proponents and the Plan
Objectors:

  -- Part I Libby for 3 hours;

  -- Part II Traditional Insurer Issues for 3 hours;

  -- Part II Non-Insurer Issues for BNSF, State of Montana,
     Garlock, Maryland Casualty Company, National Union, FFIC
     and Longacre for 3 hours;

  -- Part IV General for 4 hours; and

  -- Part III Lenders for 3 hours.

Judge Fitzgerald held that in the event the arguments do not
conclude on January 7, 2009, the Lender arguments will be deferred
to the next available Court date.

On behalf of the Debtors, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, disclosed that
prior to the Court's approval of the Post-trial Brief Schedules,
AMH objected to the language of the Schedules relating to the AMH
Issues.  However, AMH failed to specify any other issues that it
seeks to address and how those issues should be briefed.

Accordingly, the Debtors contend that the Schedules "accurately
reflect the Court's directions and rulings, which have not been
objected to by any party other than AMH."

    Creditors Committee Seeks Allowance of Frezza Testimony

The Official Committee of Unsecured Creditors and certain lenders
under the Prepetition Credit Facilities ask the Court to allow
Robert Frezza to testify as an expert witness with respect to the
Debtors' solvency during the Phase II confirmation hearing.

The Bank Lender Group includes Anchorage Advisors, LLC, Babson
Capital Management LLC, Bass Companies, Caspian Capital Advisors,
LLC, Catalyst Investment Management Co., LLC, Cetus Capital, LLC,
DE Shaw Laminar Portfolios, LLC, Farallon Capital Management,
L.L.C., Halcyon Asset Management LLC, Intermarket Corp., JP Morgan
Chase, N.A. Credit Trading Group, Loeb Partners
Corporation, MSD Capital, L.P., Normandy Hill Capital, L.P., Onex
Debt Opportunity Fund Ltd., P. Schoenfeld Asset Management, LLC,
Restoration Capital Management, LLC, Royal Bank of Scotland, PLC,
and Visium Asset Management LLC.

To recall, the Debtors asked the Court to bar the Bank Lender and
the Creditors' Committee from calling on Mr. Frezza as their
expert witness.  The Debtors argued that the Creditors Committee's
and the Lenders' disclosure of Mr. Frezza as an expert on solvency
at this point in the proceedings is a transparent attempt at
"trial by ambush," as they purport to open the door to a whole new
solvency analysis, notwithstanding the fact that Mr. Frezza has
never submitted an expert report.

Disputing the Debtors' contention, James S. Green, Esq., at Landis
Rath & Cobb LLP, in Wilmington, Delaware, points out that the
Debtors ignore Mr. Frezza's testimony and, instead, improperly and
disingenuously focuses upon two unrelated and inapplicable matters
relating to valuation and "quantification of liabilities" -- to
which Mr. Frezza candidly stated he was not expert.

"Mr. Frezza did neither a valuation nor a quantification of
liabilities and had no reason to do so . . . [because] he
performed a solvency analysis.  [Moreover,] Mr. Frezza need not be
a certified valuation professional in order to render a solvency
opinion," Mr. Green emphasizes.

Mr. Green contends that Mr. Frezza is extremely well qualified to
render a solvency opinion based upon his 25 years of experience as
a certified public accountant, and his personal experience working
with the Creditors' Committee as its financial advisor in the
Debtors' cases.

Mr. Green adds that there is no issue at all regarding whether Mr.
Frezza's opinions -- that Grace is solvent -- "fit" the issues in
the Debtors' cases and should be of help to the Court as finder-
of-fact.  Clearly, Grace is solvent as of the contemplated
effective date First Amended Joint Plan of Reorganization Plan.

The issue of Grace's solvency is one that the Plan Proponents --
consisting of the Debtors, the Official Committee of Equity
Security Holders, the Official Committee of Asbestos Personal
Injury Claimants and the Future Asbestos PI Claims Representative
-- demanded the Creditors' Committee and Bank Lender Group prove
as part of their objections to the Plan premised in Section 1129
of the Bankruptcy Court.

"There can be no dispute that solvency is an issue, or that Mr.
Frezza's testimony directly addressed that issue by applying
traditional, accepted methods of analyzing a company's solvency,"
Mr. Green maintains.

              Parties Resolve Deposition Issues

To recall, the Plan Proponents proposed to preclude expert
testimony on behalf of the claimants injured by exposure to
asbestos from the Debtors' operations in Lincoln County, Montana,
where materials relating to the testimony have not been produced.
The Plan Proponents also asked the Court to strike "untimely and
non-conforming designations" of the State of Montana.

James O'Neill, Esq., at Pachulski, Stang, Ziehl & Jones LLP, in
Wilmington, Delaware, disclosed that during the Confirmation
Hearings, the issues raised by the Plan Proponents were resolved.
Accordingly, the Plan Proponents asked the Court to approve
statements embodying the resolution of the issues, which
specifically provide for:

  * the dismissal of the Plan Proponents' request relating to
    the Libby Claimants; and

  * the State of Montana's withdrawal of its deposition
    designations.

Mr. O'Neill also related that in October 2009, AMH provided to the
Debtors a chart of the deposition designations it still seeks to
admit as evidence in the Confirmation Proceedings.  By October 27,
the Debtors will file a chart containing their objections to AMH's
Revised Designations and any counter-designations.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Reports $44.4 Mil. Net Income for Third Quarter
-----------------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced its financial results for
the third quarter ended September 30, 2009.  Highlights are:

    * Sales for the third quarter were $753.6 million compared
      with $889.4 million in the prior year quarter, a 15.3%
      decrease.  The sales decrease was attributable primarily
      to lower sales volumes (9.8%), lower cost of metals passed
      through to customers (4.8%), and unfavorable currency
      translation (4.1%), partly offset by price increases
      (3.4%).  Sales were down 22.2% in North America, 12.8% in
      Europe, and 12.9% in Asia and up 1.0% in Latin America.

    * Gross profit percentage for the third quarter was 34.8%
      compared with 29.1% in the prior year quarter and 33.8% in
      the second quarter of 2009.  The improvement in gross
      profit percentage is attributable to price increases
      implemented primarily in the second half of 2008, a
      decrease in raw materials and energy costs since their
      peak in the fourth quarter of 2008, and lower factory
      overhead expenses resulting primarily from restructuring
      activities.  The decline in raw materials and energy costs
      that Grace has experienced since late 2008 abated during
      the third quarter.  Grace experienced increasing costs for
      certain raw materials during the quarter though raw
      materials and energy costs remained below prior year
      levels.

    * Core EBIT was $107.9 million in the third quarter,
      compared with $82.4 million in the prior year quarter, a
      30.9% increase.  Core EBIT for the third quarter included
      $22.2 million of gains on product line divestitures and
      $1.9 million of restructuring expenses.  Excluding these
      two items, Core EBIT increased 6.3% over the prior year
      quarter.  Core EBIT margin was 14.3% compared with 9.3% in
      the prior year quarter and 10.5% in the second quarter of
      2009.  Core EBIT margin in the third quarter was
      positively affected by 2.9 percentage points due to the
      gains on the previously announced product line
      divestitures.

    * Net income attributable to Grace (Grace net income) for
      the third quarter was $44.4 million, or $0.61 per diluted
      share, compared with $28.3 million, or $0.39 per diluted
      share, in the prior year quarter, a 56.9% increase.  The
      2009 and 2008 results were negatively affected by Chapter
      11 expenses, litigation and other matters not related to
      core operations.  Excluding Chapter 11 expenses, the loss
      on noncore activities, and their tax effects, Grace net
      income would have been $65.9 million for the third quarter
      of 2009 compared with $45.4 million calculated on the same
      basis for the prior year quarter, a 45.2% increase.  Grace
      net income for the third quarter of 2009 included
      $22.2 million ($14.4 million after taxes) of gains on the
      product line divestitures.

    * Sales for the nine months ended September 30, 2009, were
      $2,146.7 million compared with $2,548.6 million for the
      prior year period, a 15.8% decrease.  Grace net income for
      the nine months ended September 30, 2009, was
      $24.8 million, or $0.34 per diluted share, compared with
      Grace net income of $78.1 million, or $1.07 per diluted
      share, for the prior year period.

    * Core EBIT for the nine months ended September 30, 2009, was
      $178.9 million, down 29.1% from the prior year period.
      Adjusted operating cash flow was $338.3 million for the
      nine months ended September 30, 2009, compared with
      $172.0 million in the prior year period, a 96.7% increase.
      The increase in adjusted operating cash flow was
      attributable primarily to improvements in working capital
      and lower capital expenditures, partially offset by the
      impact of lower Core EBIT.

"Grace had a good quarter under dynamic and challenging
market conditions," said Fred Festa, Grace's Chairman, President
and Chief Executive Officer.  "We improved profitability and
delivered strong cash flow.  We benefited from a modest
improvement in customer demand and from the cost reduction and
restructuring actions we have implemented.  We remain focused on
our customers and positioning our business for the future."

                         CORE OPERATIONS

                          Grace Davison

Third quarter sales for the Grace Davison operating segment, which
includes specialty catalysts and materials used in a wide range of
industrial applications, were $518.9 million, down 10.5% from the
prior year quarter.  The sales decrease was attributable primarily
to lower cost of metals passed through to customers (7.4%), lower
sales volumes (4.0%), and unfavorable currency translation (3.8%),
partly offset by price increases (4.7%).

Sales in the third quarter of 2009 were up 8.6% compared with
sales in the second quarter of 2009.  Excluding sales of
hydroprocessing catalysts, which are subject to uneven order
patterns, sales in the third quarter were up 4.6% compared with
sales calculated on the same basis for the second quarter of 2009.
Based on the expected order pattern, sales of hydroprocessing
catalysts are expected to decrease in the fourth quarter of 2009
when compared with the third quarter.

Sales of this operating segment are reported by product group as
follows:

    * Refining Technologies -- sales of catalysts and chemical
      additives used by petroleum refineries were $267.9 million
      in the third quarter, down 12.3% from the prior year
      quarter.  Third quarter sales in this product group were
      unfavorably affected by a decrease in the cost of
      molybdenum passed through to hydroprocessing customers,
      lower sales volumes, and foreign currency translation,
      partially offset by improved pricing in fluid catalytic
      cracking catalysts and additives.

    * Materials Technologies -- sales of engineered materials,
      coatings and sealants used in numerous industrial,
      consumer and packaging applications were $164.3 million in
      the third quarter, down 10.4% from the prior year quarter.
      Third quarter sales in this product group were unfavorably
      affected by lower customer demand and by foreign currency
      translation.

    * Specialty Technologies -- sales of highly specialized
      catalysts and materials used in unique or proprietary
      applications and markets were $86.7 million in the third
      quarter, down 4.7% from the prior year quarter.  Third
      quarter sales in this product group were unfavorably
      affected by foreign currency translation and the lower
      cost of metals passed through to customers, partially
      offset by higher sales volumes and improved pricing.

Segment operating income of Grace Davison for the third quarter
was $112.5 million compared with $68.3 million in the prior year
quarter, a 64.7% increase.  Excluding the gain on a product line
divestiture in the third quarter of 2009, segment operating income
increased 36.6% over the prior year quarter.  The favorable
effects of improved pricing, raw material cost reductions, and
lower operating expenses more than offset the unfavorable effects
of lower sales volumes and foreign currency translation.  Gross
profit percentage was 33.6% compared with 26.1% in the prior year
quarter and 32.3% in the second quarter of 2009.  Segment
operating margin was 21.7% compared with 11.8% in the prior year
quarter and 17.1% in the second quarter of 2009.  Segment
operating margin in the third quarter was positively affected by
3.7 percentage points due to the gain on the product line
divestiture.

Sales of the Grace Davison operating segment for the nine months
ended September 30, 2009, were $1,474.6 million, down 11.3%
compared with the prior year period.  Segment operating income
for the nine month period ending September 30, 2009, was
$234.3 million, a 3.1% increase compared with the prior year
period, with segment operating margins at 15.9%, compared with
13.7% for the prior year period.  These results reflect the
favorable effects of price increases, a divestiture gain, and
lower operating expenses, partially offset by the unfavorable
effects of lower sales volume, selling high-cost inventories
produced in the fourth quarter of 2008, and foreign currency
translation.

On September 21, 2009, Grace filed a motion with the United States
Bankruptcy Court for the District of Delaware to sell a portion of
its interest in its Advanced Refining Technologies (ART)
hydroprocessing catalysts joint venture and to make other changes
in the joint venture agreements with its partner Chevron Products
Company.  Subject to approval by the court, Grace would sell 5% of
its 55% interest in the joint venture to Chevron, resulting in a
balanced 50/50 ownership structure.  Grace and Chevron would also
amend certain of the joint venture agreements governing Grace's
supply of catalyst and capital to the joint venture.  These
changes to the joint venture reflect the current scale and
maturity of the business and position the venture for future
opportunities.  In addition, Grace would expect to deconsolidate
the joint venture from its consolidated financial statements on a
prospective basis.

                  Grace Construction Products

Third quarter sales for the Grace Construction Products operating
segment, which includes specialty chemicals and building materials
used in commercial, infrastructure and residential construction,
were $234.7 million, down 24.2% from the prior year quarter.  The
sales decrease was attributable primarily to lower sales volumes
(20.7%), and unfavorable currency translation (4.6%), partly
offset by price increases (1.1%).  Sales in the third quarter were
unfavorably affected by the global construction slowdown. Sales of
this operating segment are reported by geographic region as
follows:

    * Americas -- sales of products to customers in the Americas
      were $119.5 million in the third quarter, down 27.3% from
      the prior year quarter.  Lower sales volumes were partly
      offset by the favorable impact of 2008 pricing actions.
      In Latin America, price and volume increases were more
      than offset by unfavorable foreign currency translation,
      resulting in a 3.5% sales decrease from the prior year
      quarter.

    * Europe -- sales of products to customers in Eastern and
      Western Europe, the Middle East, Africa, and India were
      $79.1 million in the third quarter, down 25.4% from the
      prior year quarter.  Revenues were unfavorably affected by
      significantly lower sales volumes across the region and by
      foreign currency translation.

    * Asia -- sales of products to customers in Asia (excluding
      India), Australia, and New Zealand were $36.1 million in
      the third quarter, down 7.9% from the prior year quarter.
      Revenues were unfavorably affected by foreign currency
      translation and lower sales volumes.

Commercial construction starts in the U.S. were down approximately
45% from the prior year period.  The sharp decline observed over
the last year abated during the third quarter.  Commercial
construction activity in Europe and the Middle East continued to
decline in the quarter.

Segment operating income of Grace Construction Products for the
third quarter was $37.4 million compared with $46.8 million for
the prior year quarter, a 20.1% decrease. Excluding the gain
on a product line divestiture in the third quarter of 2009,
segment operating income decreased 26.5% from the prior year
quarter.  The unfavorable effects of lower volumes and foreign
currency translation more than offset the favorable impact of
operating expense controls and price increases.  Gross profit
percentage was 37.9% compared with 34.9% in the prior year quarter
and 37.4% in the second quarter of 2009.  Segment operating margin
in the third quarter was 15.9% compared with 15.1% in the prior
year quarter and 14.6% in the second quarter of 2009.  Segment
operating margin in the third quarter was positively affected by
1.2 percentage points due to the gain on the product line
divestiture.

Sales of the Grace Construction Products operating segment for
the nine months ended September 30, 2009, were $672.1 million,
down 24.2% compared with the prior year period.  Segment operating
income for the nine months ended September 30, 2009, was
$83.7 million compared with $125.3 million for the prior year
period, a 33.2% decrease, with segment operating margins at 12.5%,
compared with 14.1% for the prior year period, reflecting
continued weakness in the global construction market.

                   Corporate Operating Costs

Corporate support function costs decreased in the third quarter of
2009 compared with the prior year quarter due to lower employment
costs.  Other corporate costs increased in the third quarter
compared with the prior year quarter primarily due to planned one
time costs related to the IT transition announced in the second
quarter of 2009 and higher pension related expenses.

                        Pension Expense

Pension expense related to core operations for the third quarter
was $17.3 million compared with $11.4 million for the prior year
quarter, a 51.8% increase.  Pension expense related to core
operations for the nine months ended September 30, 2009, was
$51.4 million compared with $34.1 million in the prior year
period, an increase of 50.7%.  The increase in costs is primarily
attributable to the decline in plan asset values in 2008.

          Pre-Tax Income (Loss) From Non-Core Activities

Non-core activities include events and transactions not directly
related to the generation of operating revenue or the support of
core operations.  The pre-tax loss from non-core activities was
$12.1 million in the third quarter compared with a loss of
$33.9 million in the prior year quarter, and $73.3 million for the
nine months ended September 30, 2009, compared with $47.2 million
in the prior year period.  The decrease in the non-core loss in
the third quarter is primarily attributable to lower legal
spending and a smaller net difference between the change in value
of non-U.S. dollar intercompany loans and the change in value of
the associated currency hedge contracts.  The increase in the non-
core loss for the nine months ended September 30, 2009 is
primarily attributable to higher legal spending and a larger net
difference between the change in value of non-U.S. dollar
intercompany loans and the change in value of the associated
currency hedge contracts.

                   Interest And Income Taxes

Interest expense was $9.7 million for the third quarter compared
with $13.2 million for the prior year quarter, and $28.5 million
for the nine months ended September 30, 2009, compared with
$42.8 million in the prior year period.  The decrease in interest
expense is due to a lower interest rate and a lower amount of pre-
petition environmental obligations bearing interest.  The
annualized weighted average interest rate on pre-petition
obligations for the third quarter was 3.51%.

Income taxes are recorded at a global effective rate of
approximately 30% before considering the effects of certain non-
deductible Chapter 11 expenses, changes in uncertain tax positions
and other discrete adjustments.  Income taxes related to foreign
jurisdictions are generally paid in cash, while Grace expects
taxable income in the United States will be offset by available
tax deductions.

                    CHAPTER 11 PROCEEDINGS

On April 2, 2001, Grace and 61 of its United States
subsidiaries and affiliates, including its primary U.S. operating
subsidiary W. R. Grace & Co.-Conn., filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware in order to resolve Grace's asbestos-related liabilities.

On September 19, 2008, Grace filed a Joint Plan of Reorganization,
as well as several associated documents, including a disclosure
statement, with the Bankruptcy Court.  The Official Committee of
Asbestos Personal Injury Claimants, the Representative for Future
Asbestos Personal Injury Claimants, and the Official Committee of
Equity Security Holders are co-proponents of the Plan.  The
committee representing general unsecured creditors and the
Official Committee of Asbestos Property Damage Claimants and the
Representative for Future Asbestos Property Damage Claimants are
not co-proponents of the Plan.  The Plan is consistent with the
terms of the previously announced settlements of Grace's asbestos
personal injury liability and claims related to its former attic
insulation product.  It also requires the establishment of two
asbestos trusts under Section 524(g) of the United States
Bankruptcy Code to which all present and future asbestos-related
claims would be channeled.  The evidentiary portion of the
confirmation hearings on the Plan was completed on October 14,
2009.  Closing arguments are scheduled for January 6 and 7, 2010.

Most of Grace's non-core liabilities and contingencies --
including asbestos-related litigation, environmental claims and
other obligations -- are subject to compromise under the Chapter
11 process.  Grace has not adjusted its accounting for asbestos-
related liabilities to reflect the filing of the Plan.  At this
time, Grace is unable to determine a reasonable estimate of the
value of certain consideration payable to the trusts under the
Plan.  These values will ultimately be determined on the effective
date of the Plan.  Grace expects to adjust its accounting for the
Plan when the consideration can be measured and material
conditions to the Plan are satisfied.  Grace expects that such
adjustments may be material to Grace's consolidated financial
position and results of operations.

Expenses related to the Chapter 11 proceedings, net of filing
entity interest income, were $18.4 million in the third quarter
compared with $12.0 million in the prior year quarter.

                  Cash Flow And Liquidity

Grace's net cash provided by operating activities for the
nine months ended September 30, 2009, was $245.5 million compared
with $168.7 million used for operating activities for the prior
year period.  Capital expenditures for the nine months ended
September 30, 2009, were $53.6 million compared with $93.1 million
for the prior year period, a 42.4% decrease.

At September 30, 2009, Grace had available liquidity of
approximately $932.0 million, consisting of $765.4 million in cash
and cash equivalents, $4.8 million in short-term investment
securities, approximately $64.5 million of available credit under
various non-U.S. credit facilities and approximately $97.3 million
of available credit under its $165.0 million debtor-in-possession
facility.  Grace believes that these sources and amounts of
liquidity and cash flow from operations are sufficient to support
its business operations, strategic initiatives and Chapter 11
proceedings until a plan of reorganization is confirmed and Grace
emerges from bankruptcy.  Grace is seeking new financing of
approximately $950 million to fund the Plan, and is in advanced
discussions with potential lenders regarding the terms of the
financing.

W. R. Grace & Co. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
==================================         Sept. 30,   Dec. 31,
  Amounts in millions                          2009       2008
  -------------------                        --------   --------
ASSETS
Current Assets                                 $765.4     $460.1
Investment securities                             4.8       21.6
Cash value of life insurance, net                  -        67.2
Trade accounts receivable, net                  442.1      462.6
Inventories                                     261.2      354.8
Deferred income taxes                            42.5       45.8
Other current assets                             75.3       86.1
                                             --------   --------
Total Current Assets                          1,591.3    1,498.2

Properties and equipment, net                   686.6      710.6
Goodwill                                        120.2      117.1
Deferred income taxes                           880.4      851.7
Asbestos-related insurance                      500.0      500.0
Overfunded defined benefit pension plans         33.9       48.6
Other assets                                    124.4      149.3
                                             --------   --------
Total Assets                                 $3,936.8   $3,875.5
                                             ========   ========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Liabilities Not Subject to Compromise
Current Liabilities
Debt payable within one year                     $6.6      $11.2
Accounts payable                                177.6      230.4
Other current liabilities                       312.0      291.5
                                             --------   --------
Total Current Liabilities                       496.2      533.1

Debt payable after one year                       0.4        0.6
Deferred income taxes                             5.8        7.1
Underfunded defined benefit pension plans       397.6      392.3
Unfunded defined benefit pension plans          153.7      136.7
Other liabilities                                42.2       46.6
                                             --------   --------
Total Liabilities Not Subject
to Compromise                                1,095.9    1,116.4

Liabilities Subject to Compromise
Prepetition bank debt
plus accrued interest                          843.7      823.5
Drawn letters of credit
plus ccrued interest                            30.9       30.0
Income tax contingencies                        123.9      121.0
Asbestos-related contingencies                1,700.0    1,700.0
Environmental contingencies                     147.5      152.2
Postretirement benefits                         181.1      169.7
Other liabilities and accrued interest          126.1      116.5
                                             --------   --------
Total Liabilities Subject to Compromise       3,153.2    3,112.9

Total Liabilities                             4,249.1    4,229.3

Shareholders' Equity (Deficit)
Common stock                                      0.8        0.8
Paid-in capital                                 441.6      436.6
Accumulated deficit                            (221.8)    (246.6)
Treasury stock, at cost                         (56.6)     (57.4)
Accumulated other comprehensive
income (loss)                                 (544.5)    (560.3)
                                             --------   --------
Total W.R. Grace & Co. Shareholders'
Equity (Deficit)                              (380.5)    (426.9)
Non-controlling interest                         68.2       73.1
                                             --------   --------
Total Shareholders' Equity (Deficit)           (312.3)    (353.8)
                                             --------   --------
Total Liabilities and Shareholders'
Equity (Deficit)                            $3,936.8   $3,875.5
                                             ========   ========

W. R. Grace & Co. and Subsidiaries
Consolidated Statements of Operations         Three Months Ended
(Unaudited)                                        Sept. 30,
=====================================       ====================
  Amounts in millions                          2009       2008
  -------------------                        --------   --------

Net sales                                      $753.6     $889.4
Cost of goods sold                              491.1      630.8
                                             --------   --------
Gross profit                                    262.5      258.6

Selling, general and administrative
expenses                                       136.7      150.7
Restructuring expenses                            1.9          -
Gain on sales of product lines                 (22.2)          -
Research and development expenses                16.6       20.5
Defined benefit pension expense                  21.5       14.1
Interest expense and related financing costs      9.7       13.2
Provision for environmental remediation           0.4        2.9
Chapter 11 expenses, net of interest income      18.4       12.0
Other (income) expense, net                       5.1      17.1
                                             --------   --------
                                                188.1      230.5

Income before income taxes                       74.4       28.1
Benefit from (provision for) income taxes       (23.6)       4.3
                                             --------   --------
Net income (loss)                                50.8       32.4
Less: Net loss attributable to
W. R. Grace & Co. non-controlling interest      (6.4)      (4.1)
                                             --------   --------
Net income attributable to
W.R. Grace & Co. shareholders                  $44.4      $28.3
                                             ========   ========

W.R. Grace & Co. and Subsidiaries
Consolidated Statements of Cash Flow          Nine Months Ended
(Unaudited)                                       Sept. 30,
====================================         ===================
  Amounts in millions                            2009       2008
  -------------------                        --------   --------

OPERATING ACTIVITIES
Net income                                      $34.7      $89.5
Reconciliation to net cash provided by
(used for) operating activities:
Depreciation and amortization                    84.5       90.8
Chapter 11 expenses, net                         36.4       48.4
Provision for (benefit from) income taxes        17.0       38.9
Income taxes paid, net of refunds                (8.1)     (44.3)
Interest accrued on prepetition liabilities
subject to compromise                           26.9      38.8
Net (gain) loss on sales of investments         (25.2)       0.3
Restructuring expenses                           26.9        5.2
Defined benefit pension expenses                 63.9       42.4
Payments under defined benefit pension
arrangements                                   (42.5)     (57.4)
Net payments under postretirement plans          (1.5)      (4.7)
Net income from life insurance policies          (1.2)      (2.0)
Provision for uncollectible receivables           2.9        0.8
Provision for environmental remediation           1.1        8.8
Expenditures for environmental remediation       (5.8)      (3.3)
Expenditures for retained obligations of
divested businesses                                -       (0.1)
Changes in assets and liabilities,
excluding effect of foreign currency
translation:
Working capital items                          99.5      (85.9)
Other accruals and non-cash items             (29.1)     (30.0)
                                             --------   --------
Net cash provided by operating activities
before Chapter 11 expenses and settlements     280.4      136.2
Cash paid to resolve Chapter 11 contingencies       -     (252.0)
Chapter 11 expenses paid                        (34.9)     (52.9)
                                             --------   --------
Net cash provided by (used for)
operating activities                           245.5     (168.7)

INVESTING ACTIVITIES
Capital expenditures                            (53.6)     (93.1)
Purchase of equity investment                    (1.5)      (3.0)
Proceeds from termination of
life insurance policies                         68.8        8.1
Net investment in life insurance policies        (0.6)      (0.2)
Proceeds from sales of investment securities     17.7       61.5
Proceeds from disposal of assets                  8.0        2.8
Proceeds from sales of product lines             26.7          -
                                             --------   --------
Net cash provided by (used for)
investing activities                            65.5      (23.9)

FINANCING ACTIVITIES
Dividends paid to non-controlling interests     (14.3)     (13.3)
Proceeds from life insurance policy loans           -       40.0
Net (repayments) borrowings                      (4.8)       1.5
Fees paid under DIP credit facility              (1.4)      (1.6)
Proceeds from exercise of stock options           0.6       9.6
                                             --------   --------
Net cash (used for) financing activities        (19.9)      36.2

Effect of currency exchange rate changes
on cash and cash equivalents                    14.2        1.1
                                             --------   --------
Increase (Decrease) in cash &
cash equivalents                               305.3     (155.3)
Cash and cash equivalents,
beginning of period                            460.1      480.5
                                             --------   --------
Cash and cash equivalents, end of period       $765.4     $325.2
                                             ========   ========

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Settles New Jersey Environmental Claim
--------------------------------------------------
In June 2005, the State of New Jersey Department of Environmental
Protection commenced a state court action in the Superior Court at
Mercer County in New Jersey against the Debtors and Robert J.
Bettacchi, a former officer at Grace and Jay H. Burrill, a former
employee at the Company.  The State Court Action related to the
environmental condition of the Hamilton Township Site operated by
the Debtors, which were found to contain concentration of
asbestos.  The Debtors closed the Site in 1994.

In September 2005, the Debtors removed the State Court Action to
the United States District Court for the District of New Jersey in
an action captioned New Jersey Department of Environmental
Protection v. W R. Grace & Co., et al.  However, the New Jersey
District Court denied in May 2006, without prejudice, the Debtors'
requests (i) to transfer venue of the New Jersey District Court
Action to the U.S. District Court for the District of Delaware,
and (ii) to remand the New Jersey District Court Action to the
State Court.

Subsequently, the Debtors commenced the adversary proceeding
seeking to enjoin the State Court Action.  The Bankruptcy Court
had held that the automatic stay barred the State Court Action
because it was not an exercise of the New Jersey Department's
police and regulatory powers, and was therefore not subject to
Section 362(b)(4) of the Bankruptcy Code.  The Delaware District
Court, however, disagreed with the Bankruptcy Court.

As a result, the New Jersey Department took an appeal of the
Delaware District Court's Order in the Injunction District Court
Appeal in the Court of Appeals for the Third Circuit.

To resolve their dispute, the Debtors agreed to allow the New
Jersey Department a general unsecured claim for $1 million, to
settle their liabilities relating to the Site, provided, however,
that:

  (i) the Department will be entitled to interest only as set
      forth in the Stipulation, and will not be allowed any pre-
      or postpetition interest on the Department's Allowed Claim
      for any period of time prior to the date on which the
      Settlement becomes final and non-appealable;

(ii) interest on the Department's Allowed Claim Amount will
      accrue at the rate and in the manner provided in the
      Debtors' First Amended Joint Plan of Reorganization for
      similarly situated General Unsecured Claims; and

(iii) the interest accrual will commence on the date on which
      the Settlement becomes final and non-appealable, and
      continue until the date on which the Department receives
      payment in satisfaction of the Allowed Claim.

Pursuant to the terms of the Plan, on or before 30 days after the
Plan's Effective Date, the Debtors will pay to the New Jersey
Department the Allowed Claim Amount, plus any applicable interest.
The Department will file a proof of claim asserting the Allowed
Claim Amount in the Debtors' cases.

The Debtors' obligations relating to the Hamilton Township Site
will be deemed disallowed and expunged for all purposes, and
satisfied by payment of the Allowed Claim.

The Claimant Release Parties -- consisting of (i) the New Jersey
Department, (ii) the Department's Commissioner, (iii) the New
Jersey Spill Compensation Fund, and (iv) the Administrator of the
New Jersey Spill Compensation Fund -- are forever enjoined from
asserting against the Debtors and Messrs. Bettacchi and Burrill
any claims arising from the Settlement.

Or before 30 days after the Settlement Order becomes final and
non-appealable, the Debtors and the New Jersey Department will
promptly take all actions necessary to cause the Appeals to be
dismissed.

The parties ask Judge Fitzgerald to approve their stipulation.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing is
scheduled to continue on October 13 and 14.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Bill Seeks to Shift Rescue Costs to Big Banks
-----------------------------------------------
ABI reports that the Obama administration and House Financial
Services Committee Chairman Barney Frank (D-Mass.) unveiled
legislation that would create a special fund, paid by assessments
on financial companies with more than $10 billion in assets, to
bear the costs of big firms that fail.


* House Panel Advances Credit Rating Bill
-----------------------------------------
Law360 reports that a key U.S. House of Representatives panel has
approved a measure that would create tough new rules for credit
rating agencies and expose the firms to additional legal
liability.


* Small and Midmarket Businesses Brace for Looming Fallout of CIT
-----------------------------------------------------------------
As CIT struggles to gain bondholder support to avoid bankruptcy,
the nation's small and midsize businessesare turning to other
forms of financing to fund their day-to-day operations.  While
CIT's uncertain outcome had left many of the nearly one million
businesses that rely on the lender for working capital --
particularly those in manufacturing and retail - feeling
vulnerable, many are now finding that alternative sources of
business financing is available to help them fund their growth,
with many turning to The Receivables Exchange.

The Receivables Exchange, which has seen an increased use of
receivables financing by businesses of all sizes and across more
than 40 industries, reported quarter-over-quarter growth of more
than 190% on the third quarter 2009 Cash Flow Receivables Index.
Businesses are signing on to tap into the $20 billion of liquidity
available on the Exchange's transparent centralized marketplace
for receivables financing.

"The working capital limitations small and midsize companies are
facing is unprecedented," said Justin Brownhill, co-founder and
chief executive officer of The Receivables Exchange.  "The demise
of CIT will only exacerbate the struggle for these companies.  For
our economy -- and the small and midsize companies that drive it -
to fully recover, it is imperative that they have broad access to
small business financing.  The Receivables Exchange provides a
market-based solution that delivers an efficient source of
liquidity at competitive rates."

At The Receivables Exchange, small and mid-size businesses can
sell their receivables on its online marketplace to a global
network of accredited institutional investors.  The Receivables
Exchange provides a flexible, alternative source of receivables
financing.

Most businesses wait 60+ days to receive payment on their
outstanding invoices -- many even longer as their larger customers
are slowing down payments to meet their own cash flow needs.
Members of The Receivables Exchange no longer have to wait for
prolonged periods for their outstanding invoices to be paid. On
the Exchange, companies can post their receivables one day and
receive their funds the next business day.

               About The Receivables Exchange

The Receivables Exchange -- http//www.receivablesXchange.com/ --
is the world's first online marketplace for real-time trading of
accounts receivable.  Changing the landscape of small business
financing, The Receivables Exchange provides a new dimension in
working capital management.  The Exchange connects a global
network of accredited institutional investors to the nation's
millions of small and mid-sized businesses in search of capital to
grow. Buyers get direct access to an $18 trillion new investable
asset; Sellers gain access to a new competitive working capital
management solution by having their receivables bid on in real-
time by multiple Buyers.


* Five New Associates Join Cohen & Grigsby's Pittsburgh Office
--------------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and offices in Naples and Bonita Springs, FL, is
pleased to announce the hiring of five new associates in two of
its practice groups in the Pittsburgh office:

    --  Joseph P. Fridy joins the firm's Business Practice Group.
        He received his J.D. from the University of Pittsburgh
        School of Law and his B.A. in history from the University
        of Pittsburgh.
    --  Caitlin Price joins the firm's Business Practice Group.
        She earned her J.D. from the University of
        Pittsburgh School of Law and her B.A. in French from the
        University of Southern California in Los Angeles, CA.
    --  Allison D. Warden joins the firm's Business Practice
        Group.  She received her J.D. from the Duquesne University
        School of Law and B.A. in political science from St.
        Bonaventure University in St. Bonaventure,NY.
    --  Kelly K. Iverson joins the firm's Litigation Practice
        Group.  She received her J.D. from the Duquesne University
        School of Law and her B.A. in business management from
        Chatham College.

    --  Katie R. Jacobs joins the firm's Litigation Practice
        Group.  She earned her J.D. from the University of
        Pittsburgh School of Law and her B.S. in criminal justice
        from Old Dominion University in Norfolk, VA.

"At Cohen & Grigsby, we are excited to welcome these new
associates to our Pittsburgh offices," said Jack Elliot, president
and CEO of Cohen & Grigsby.  "We are confident that they will
become an asset to our clients as well as their Cohen & Grigsby
colleagues."

                    About Cohen & Grigsby

Established in 1981 in Pittsburgh, PA, Cohen & Grigsby is a
business law firm with headquarters in Pittsburgh and offices in
Naples and Bonita Springs, FL.  Cohen & Grigsby attorneys
cultivate a culture of performance by serving as business
counselors as well as legal advisors to an extensive list of
clients that includes private and publicly held businesses,
nonprofits, multinational corporations, individuals and emerging
companies.  The firm has more than 120 lawyers in seven practice
groups - Business & Tax, Labor & Employment, Immigration/
International Business, Intellectual Property, Litigation,
Bankruptcy & Creditors' Rights, and Estates & Trusts.


* BOOK REVIEW: Inside Investment Banking, Second Edition
--------------------------------------------------------
Author:  Ernest Bloch
Publisher: BeardBooks,
Softcover: 430 pages
List Price: $34.95
Review by Henry Berry

Even though Bloch states that "no last word may ever be written
about the investment banking industry," he nonetheless has written
a timely, definitive book on the subject.

Bloch wrote Inside Investment Banking book after discovering that
no textbook on the subject was available when he began teaching a
course on investment banking.  Bloch's book is like a textbook,
though one not meant to be restricted to classroom use.  It's a
complete, knowledgeable study of the structure and operations of
the field of investment banking.  With a long career in the field,
including work at the Federal Reserve Bank of New York, Bloch has
the background for writing the book.  He sought the input of many
of his friends and contacts in investment banking for material as
well as for critical guidance to put together a text that would
stand the test of time.

While giving a nod to today's heightened interest in the
innovative securities that receive the most attention in the
popular media, Inside Investment Banking concentrates for the most
part on the unchanging elements of the field.  The book takes a
subject that can appear mystifying to the average person and makes
it understandable by concentrating on its central processes,
institutional forms, and permanent aims.  The author shows how all
aspects of the complex and ever-changing field of investment
banking, including its most misunderstood topic of innovative
securities, leads to a "financial ecology" which benefits business
organizations, individual investors in general, and the economy as
a whole.  "[T]he marketplace for innovative securities becomes,
because of its imitators, a systematic mechanism for spreading
risk and improving efficiency for market makers and investors,"
says Bloch.

For example, Bloch takes the reader through investment banking's
"market making" which continually adapts to changing economic
circumstances to attract the interest of investors.  In doing so,
he covers the technical subject of arbitrage, the role of the
venture capitalist, and the purpose of initial public offerings,
among other matters.  In addition to describing and explaining the
abiding basics of the field, Bloch also takes up issues regarding
policy (for example, full disclosure and government regulation)
that have arisen from the changes in the field and its enhanced
visibility with the public.  In dealing with these issues, which
are to a large degree social issues, and similar topics which
inherently have no final resolution, Bloch deals indirectly with
criticisms the field has come under in recent years.

Bloch cites the familiar refrain "the more things change, the more
they remain the same" and then shows how this applies to
investment banking.  With deregulation in the banking industry,
globalization, mergers among leading investment firms, and the
growing number of individuals researching and trading stocks on
their own, there is the appearance of sweeping change in
investment banking.  However, as Inside Investment Banking shows,
underlying these surface changes is the efficiency of the market.

Anyone looking for an authoritative work covering in depth the
fundamentals of the field while reflecting both the interest and
concerns about this central field in the contemporary economy
should look to Bloch's Inside Investment Banking.

After time as an economist with the Federal Reserve Bank of New
York, Ernest Bloch was a Professor of Finance at the Stern School
of Business at New York University.



                           *********

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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **