TCR_Public/091102.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, November 2, 2009, Vol. 13, No. 303

                            Headlines

ALASKA AIR: S&P Affirms Corporate Credit Rating at 'B'
AMERICAN HOME: CFO Loses SEC Discovery Feud
AMERICAN HOMEPATIENT: Forbearance Pact Extended to December 1
AMERIGAS PARTNERS: Fitch Affirms Issuer Default Rating at 'BB+'
APPALACHIAN COAL: Massey Energy Buys More Coal Reserves

ARAMARK CORP: Bank Debt Trades at 8.28% Off in Secondary Market
ATP OIL & GAS: Bank Debt Trades at 3% Off in Secondary Market
AUTOBACS STRAUSS: Hopes to Present Reorg. Plan in Next Six Weeks
BANK USA, NA: Closed by Receivers; U.S. Bank Assumes All Deposits
BAYOU GROUP: Judge Gives Nod to Disclosure Statement

BERRY PLASTICS: To Issue $620MM New Notes to Fund Pliant Deal
BROOK MAYS: Atypical Payment Points to Avoidable Preference
CALIFORNIA COASTAL: Case Summary & 25 Largest Unsecured Creditors
CALIFORNIA NATIONAL BANK: Closed; U.S. Bank Assumes All Deposits
CANWEST GLOBAL: Gets Canada Court OK to Save National Post

CAPMARK FINANCIAL: Chapter 11 Filing Won't Affect Fitch's Ratings
CAPMARK FINANCIAL: Court Enters Injunction on Utility Providers
CAPMARK FINANCIAL: Gets Nod to Run Business in Ordinary Course
CAPMARK FINANCIAL: Proposes to Pay Sales & Use Taxes
CAPMARK FINANCIAL: Proposes to Reject 5 Office Facility Leases

CARITAS HEALTHCARE: 2nd Bidding Round Possible for 2 Assets
CATHOLIC CHURCH: Survivors Want Lift Stay for Depositions
CATHOLIC CHURCH: Survivors Want to Designate Del. Bishop as Debtor
CATHOLIC CHURCH: Wilmington Gets Interim Nod to Pay Employees
CENTAUR PA LAND: Voluntary Chapter 11 Case Summary

CHANA TAUB: N.Y. Rent Stabilization Spat Sent to State Court
CHARTER COMMS: Bank Debt Trades at 9.3% Off in Secondary Market
CHINA MEDIAEXPRESS: Receives Delisting Notice from NYSE Amex
CHRISTO BARDIS: Higgins Ranch Project Auctioned Off
CIB MARINE: Wins Confirmation of Reorganization Plan

CIT GROUP: Files for Chapter 11 with Prepackaged Plan
CIT GROUP: Icahn Switches Vote, Now Backs Prepack Chapter 11
CIT GROUP: Case Summary & 75 Largest Unsecured Creditors
CITIZENS NATIONAL BANK: Closed; U.S. Bank Assumes All Deposits
CITY OF PRICHARD: Robert Hedge to Seek Explanations on Fin'l State

CITY OF PRICHARD: Voluntary Chapter 9 Case Summary
COMDISCO HOLDINGS: Litigation Against Former Officers Dimissed
COMMSCOPE INC: Bank Debt Trades at 3.55% Off in Secondary Market
COMMUNICATION INTELLIGENCE: Posts $2,575,000 Loss in Third Quarter
COMMUNITY BANK OF LEMONT: Closed; U.S. Bank Assumes All Deposits

COMPETITIVE TECHNOLOGIES: MHM Mahoney Raises Going Concern Doubt
CONMED CORPORATION: Moody's Affirms 'Ba3' Corporate Family Rating
CONSTELLATION BRANDS: Debt Trades at 4% Off in Secondary Market
CONSULIER ENGINEERING: To Voluntary Delist Shares from Nasdaq
COTT CORP: Moody's Assigns 'Caa1' Rating on $200 Mil. Notes

COTT CORP: S&P Raises Corporate Credit Rating to 'B'
COYOTES HOCKEY: Toronto Argonaut Owners May Bid for Hockey Team
DANA HOLDING: Bank Debt Trades at 12.07% Off in Secondary Market
DELPHI CORP: Worker Protests Pension Loss Before Senate
DELUXE ENTERTAINMENT: S&P Affirms 'B-' Corporate Credit Rating

DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 12.35% Off in Secondary Market
DOLE FOOD: Moody's Gives Positive Outlook on 'B2' Corp. Rating
DOLLAR GENERAL: Bank Debt Trades at 4.15% Off in Secondary Market
ENGEX INC: NYSE Amex Accepts Listing Compliance Plan

EUROFRESH INC: Court Okays Reorganization Plan
EVERETT CROSSING: Landlord Doesn't Get Relief from Stay
FAIRPOINT COMMS: Bankruptcy Court Enforces Automatic Stay
FAIRPOINT COMMS: Gets Interim Nod to Honor Customer Programs
FAIRPOINT COMMS: Proposes to Pay Prepetition Shipping Charges

FBOP CORPORATION: Nine Banking Units Closed by Receivers
FERRO CORP: S&P Puts 'CCC+' Rating on CreditWatch Positive
FREEDOM COMMUNICATIONS: JPMorgan Blasts Stay Request
FRIAR TUCK: Resort's Auction Moved to Nov. 19
FRONTIER COMMS: California OKs Buyout of Verizon Wireline Ops.

FRONTIER COMMS: South Carolina OKs Acquisition of Verizon Wireline
FRONTIER COMMS: Nevada OKs Frontier's Buyout of Verizon Wireline
GENERAL MOTORS: Fisker Automotive in Talks to Buy Wilmington Plant
GENERAL MOTORS: GM to Address Magna's Bid on November 3 Meeting
GENERAL MOTORS: Nixes Daewoo Rights Offering

GENERAL MOTORS: SAAB Deal Nears Completion as Konigsegg Gets Loans
GENERAL MOTORS: SAIC Motor May Acquire Stake in GM's India Unit
GOODYEAR TIRE: Third Quarter Results Supports S&P's 'BB-' Rating
GRAPHIC PACKAGING: Debt Trades at 5.04% Off in Secondary Market
GUARANTY FINANCIAL: Carl Icahn Lets Go of Over 7 Million Shares

HCA INC: Bank Debt Trades at 7% Off in Secondary Market
HOLLEY PERFORMANCE: Files Schedules of Assets and Liabilities
IDEARC INC: Seeks to Ink Standby Equity Purchase Deal with Paulson
INSIGNIA SOLUTIONS: Earns $12,461 in Third Quarter
INTELSAT JACKSON: Bank Debt Trades at 11% Off in Secondary Market

INTERMET CORP: Will Shut Down Archer Creek Foundry in Campbell
ION MEDIA: Plan Supplement Fleshes Out Post-Ch. 11 Details
JOLT CO: May Close; Chapter 11 Case Dismissed
KANSAS CITY SOUTHERN: Moody's Affirms Corp. Family Rating at B1
KINGWOOD LLC: Case Summary & 20 Largest Unsecured Creditors

LAND O'LAKES: S&P Affirms Corporate Credit Rating at 'BB+'
LEHMAN BROTHERS: Asks to Restructure Real Estate Loan Terms
MADISONVILLE STATE BANK: Closed; U.S. Bank Assumes All Deposits
MAMMOTH SAN JUAN: Taps Corcovelos Law as Gen. Bankruptcy Counsel
MAX & ERMA'S: Closes Short Pump Location at John Rolfe

METCALF PAVING: Files for Chapter 11 Bankruptcy Protection
METROPCS WIRELESS: Bank Debt Trades at 6% Off in Secondary Market
NEIMAN MARCUS: Bank Debt Trades at 14.57% Off in Secondary Market
MIDWAY GAMES: Wants Excl. Plan Filing Extended until December 29
MONTGOMERY REALTY: Meeting of Creditors Continued on November 3

MORTGAGE GUARANTY: Fitch Cuts Insurer Strength Rating to 'BB-'
NETFLIX INC: Moody's Assigns Corporate Family Rating at 'Ba2'
NEW MEXICO HOSPITAL: Fitch Lifts Rating on $7.15 Mil. Bonds to BB-
NORTH HOUSTON BANK: Closed; U.S. Bank Assumes All Deposits
NOVELIS INC: Bank Debt Trades at 10.26% Off in Secondary Market

PACIFIC ENERGY: Wants Ch. 11 Plan Filing Extended Until March 4
PACIFIC NATIONAL BANK: Closed; U.S. Bank Assumes All Deposits
PARK NATIONAL BANK: Closed; U.S. Bank Assumes All Deposits
PARLUX FRAGRANCES: Signs Feb. 15 Extension with Regions Bank
PETCO ANIMAL: Bank Debt Trades at 4.4% Off in Secondary Market

PHILADELPHIA NEWSPAPERS: Revenue Drops Expected in 2009-2011
PLIANT CORP: Berry Plastics Issues $620MM New Notes to Fund Deal
POLYMER VISION: ODM Wistron To Buy Assets for EUR12MM
PROTOSTAR LTD: Intelsat $210MM Wins ProtoStar 1 Satellite
PROVIDENCE SERVICE: S&P Gives Positive Outlook, Holds 'B-' Rating

PTC ALLIANCE: Section 341(a) Meeting Slated for November 20
QIMONDA NA: Limits Plan Filing Extension to January 18
RANCHER ENERGY CORP: Voluntary Chapter 11 Case Summary
READER'S DIGEST: 19 Affiliates' Schedules and Statements
READER'S DIGEST: Committee Access to Info Clarified

READER'S DIGEST: Names New Heads for Europe, Asia & Canada
REALOGY CORP: Bank Debt Trades at 16.18% Off in Secondary Market
RELIANCE INTERMEDIATE: S&P Affirms 'BB-' Rating on $350 Mil. Notes
REPROS THERAPEUTICS: Discloses Settlement with Major Creditors
REVERE INDUSTRIES: Moody's Downgrades Corp. Family Rating to 'C'

R.H. DONNELLEY: Shuman Law Files Class Action Lawsuit
R.H. DONNELLEY: Glancy Binkow & Goldberg Seeks to Recover Losses
RITE AID: Bank Debt Trades at 13.5% Off in Secondary Market
SAN DIEGO NAT'L: Closed; U.S. Bank Assumes All Deposits
SCIENTIFIC GAMES: Moody's Gives Neg. Outlook, Affirms 'Ba2' Rating

SCIENTIFIC GAMES: S&P Affirms Corporate Credit Rating at 'BB'
SECONDSTORY REPERTORY: Must Raise $80,000 or Go Bankrupt
SELECT MEDICAL: Bank Debt Trades at 4% Off in Secondary Market
SEMGROUP LP: Gets Nod of Settlement With BNP Paribas
SEMGROUP LP: Gets Nod of Settlement With Fortis Bank

SEMGROUP LP: Seeks Approval of Settlement with Gulfmark
SENTINEL MANAGEMENT: Receiver Can Assert Customer Claims in Bankr.
SIERRA KINGS DISTRICT: Files for Bankruptcy Protection
SIMMONS CO: FTC Grants Early Termination of HSR Waiting Period
SOURCE MEDIA: Moody's Downgrades Corporate Family Rating to 'B2'

SPANSION INC: Begins Omnibus Claims Objections
SPANSION INC: Creditors Panel Gets Nod to Hire Landis as Counsel
SPANSION INC: Drawbridge Buys $2.27 Million Claim From Fulcrum
SPECTRUM BRANDS: Amends Employment Pact With K. Hussey
SPECTRUM BRANDS: Offers 3.33MM New Shares to Employees

SPECTRUM BRANDS: Professionals Final Fee Applications
STAMFORD CENTER: Exits Bankruptcy Protection
STUDENT FINANCE: Pepper Hamilton Can't Collect From Insurers
TELECONNECT INC: Posts $504,418 Net Loss in Third Quarter
TERRA-GEN FINANCE: Moody's Assigns 'B1' Rating on $240 Mil. Notes

TRIBUNE CO: Bank Debt Trades at 53.17% Off in Secondary Market
TRUE TEMPER: U.S. Trustee Balks at Schedules Filing Deadline
UNITED AIR LINES: Bank Debt Trades at 22% Off in Secondary Market
US STEEL: Third Quarter Losses Won't Affect Moody's 'Ba2' Rating
VALLEY VIEW DOWNS: Case Summary & Unsecured Creditor

VELOCITY EXPRESS: Reschedules Section 341(a) Meeting to 9:00 a.m.
VITESSE SEMICONDUCTOR: Appoints Two Board Members
WEST CORP: Bank Debts Trade at 8.20% and 6.05% Off
WINDSTREAM CORP: Bank Debt Trades at 3% Off in Secondary Market
WOODSIDE GROUP: Homebuilder Violated Credit Pact, Says JPMorgan

YANKEE CANDLE: Bank Debt Trades at 7% Off in Secondary Market
YOUNG BROADCASTING: Must Disclose Pension Liabilities, PBGC Says

* 2009's Bank Closings Rise to 115 as 9 FBOC Units Shuttered
* Additional Gaming Bankruptcies Imminent, Says Grant Thornton

* Geithner Faces Down 'Too Big To Fail' Bill Critics
* Law Offices of Louis J Esbin Launches www.esbinlaw.com
* Legal Helpers/Macey & Aleman to Launch New San Bernardino Office
* Lewis Freeman Probed for Allegedly Stealing From Bankr. Cos.
* Matrix Capital To Partner with Hunter Hotels

* Rhode Island Bankr. Court to Follow NY's Loss Mitigation Program

* BOND PRICING -- For the Week From October 26 to 30, 2009

                            *********

ALASKA AIR: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit ratings on Alaska Air Group Inc. and its Alaska Airlines
Inc. subsidiary, and revised the outlook to positive from stable.
The outlook revision reflects the improved operating performance
and good liquidity, which could lead to an upgrade over the next
year.

"Alaska Air Group has generated improved earnings this year, with
net income of $97.5 million for the nine months ended Sept. 30,
2009, compared with a loss of $60.7 million in the similar period
last year," said Standard & Poor's credit analyst Philip Baggaley.
"This is one of the best performances among U.S. airlines, most of
which are unprofitable in 2009," he continued.  Although S&P
anticipate that the company's performance will be somewhat weaker
in the seasonally weak fourth quarter, it should still generate a
healthy full-year profit.  Alaska Air Group's liquidity is
satisfactory, with unrestricted cash of $1.2 billion as of
Sept. 30, 2009, equal to 36% of trailing 12-month revenues (the
best among large U.S. airlines).

The ratings on Alaska Air Group, and its major operating
subsidiary, Alaska Airlines, reflect a midsize route network
serving competitive markets, and the inherent risk of the airline
industry.  S&P's strong position in its major markets and
relatively good liquidity for its size somewhat offset these
risks.  Alaska Air Group is the holding company for Alaska
Airlines, and Horizon Air Industries Inc., a regional airline.

S&P could raise its ratings over the next year if Alaska Air
Group's earnings and operating cash flow remain healthy,
generating funds flow to total debt above 15% and maintaining
liquidity (unrestricted cash and short-term investments, plus
availability under committed credit facilities) above
$800 million.  Given the company's current financial prospects,
S&P does not anticipate a downgrade, but S&P could revise its
outlook back to stable if weaker revenues or higher fuel prices
cause the company's funds flow to total debt to fall into the mid-
single-digits range or if liquidity falls below $800 million.


AMERICAN HOME: CFO Loses SEC Discovery Feud
-------------------------------------------
Law360 reports that Stephen Hozie, the former chief financial
officer of American Home Mortgage Investment Corp., has failed to
win access to federal regulators' discovery documents as he fights
accounting fraud allegations his one-time colleagues have chosen
to settle.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
August 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009


AMERICAN HOMEPATIENT: Forbearance Pact Extended to December 1
-------------------------------------------------------------
American HomePatient, Inc., on October 30 announced that it has
entered into a fourth forbearance agreement with NexBank, SSB, the
agent for its senior debt, and the holders in interest of a
majority of the senior debt.

Approximately $226 million was due to be repaid in full on the
maturity date of August 1, 2009 pursuant to the terms of the
Company's secured promissory note to the Agent.  The parties to
the forbearance agreement have agreed to not exercise, prior to
December 1, 2009, any of their rights or remedies for the
Company's failure to repay the debt in full on the maturity date.
The Company, the Agent, and the Forbearance Holders continue to
work toward a resolution of the debt maturity issue.  However,
there can be no assurance a resolution will be reached with
favorable terms to the Company and its stockholders or at all.

American HomePatient, Inc. is one of the nation's largest home
health care providers with operations in 33 states.  Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home.  American HomePatient, Inc.'s common
stock is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM or AHOM.OB.

The Company has total assets of $240,989,000 against total
liabilities of $274,254,000 as of June 30, 2009.


AMERIGAS PARTNERS: Fitch Affirms Issuer Default Rating at 'BB+'
---------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating and
outstanding debt ratings for AmeriGas Partners, L.P.'s.  The
Rating Outlook is Stable.  About $783 million of outstanding long-
term debt is affected.  Fitch affirms APU:

  -- IDR at 'BB+';
  -- Senior unsecured at 'BB+';

Amerigas Propane, Inc. an indirect subsidiary of UGI Corp. owns an
effective 44% interest in APU as the general partner and a limited
partner.  APU is a master limited partnership for AmeriGas
Propane, L.P., an operating limited partnership.  The APU debt is
co-issued with its special purpose financing subsidiaries AP Eagle
Finance Corp. and AmeriGas Finance Corp.

APU's ratings reflect the underlying strength of AGP's retail
propane distribution network, broad geographic reach, adequate
credit metrics, and proven ability to manage unit margins under
various operating conditions.  Additionally, the company's growing
ACE propane cylinder exchange business provides modest positive
cash flow during the summer months when AGP's traditional space
heating related propane distribution business is relatively slow.
APU's rating also considers the structural subordination of its
debt obligations to approximately $80 million of first mortgage
notes that remain at AGP.

APU's financial performance remains sensitive to weather
conditions and general customer conservation, and the company must
continue to manage volatile supply costs and price-induced
customer conservation.  The recessionary economy and volatile
price of propane, which is correlated to the price of oil, has
been exacerbating volume sales declines throughout the sector.
Fitch expects relatively high commodity price levels to persist.
These factors have the potential to lead to further customer
conservation, increased bad debt expense, and could test APU's
ability to sustain its current robust gross profit margins.

Fitch notes sales volumes have declined for APU as the national
economic picture has worsened, with volumes sold down 4.1% year
over year for the nine month period ended June 30, 2009.  APU is
seeing volume declines in all of their customer segments, except
Amerigas Cylinder Exchange which has seen volume sales growth.
Management reports that volume declines are being driven by the
most economically sensitive customer segments, which should see a
rebound as the economy starts to improve.  Volume declines have
been particularly pronounced in APU's forklift segment, consistent
with reduced shipping volumes and inventory turns at big box
retailers.  Strategic account volumes are down; however, strategic
customer accounts by number are actually up 4% which could lead to
the return of or higher volumes more quickly in an economic
turnaround scenario.

Even as volumes have declined, APU has managed to effectively pass
through propane supply costs to customers and fairly consistently
maintained and even grown gross margins during periods of volatile
weather conditions and commodity prices over the past several
years.  Gross margins have benefitted from the rapid decline in
wholesale commodity prices, which declined faster than retail
prices expanding gross margins from 32% for fiscal year 2008 to
roughly 42% year to date for the first nine months of 2009.
Operating margin increased 4% to 14.4% versus 10.3% for the nine
months ended June 30, 2009, on a year over year basis.

As a result APU has maintained fairly solid credit metrics.  For
the 12 months ended June 30, 2009, consolidated operating EBITDA-
to-interest expense and total debt-to-operating EBITDA equaled 4.8
times (x) and 2.5x, respectively.  For fiscal 2009, Fitch expects
consolidated EBITDA to interest and debt to EBITDA equaled 4.6x
and 2.3x, respectively.  Additionally, Fitch expects cash
distributions to APU, generally defined as EBITDA generated by AGP
minus AGP interest expense and maintenance capital expenditures,
to cover interest on APU's stand-alone obligations by 4.8x for
fiscal 2009.  Furthermore, APU's liquidity position is expected to
be more than adequate for seasonal borrowings as Fitch heads into
the winter heating season.  As of June 30, 2009, APU's available
borrowing capacity under its credit agreements was $238 million.


APPALACHIAN COAL: Massey Energy Buys More Coal Reserves
-------------------------------------------------------
The Associated Press reports that Massey Energy Co. said that it
has won another 15 million tons of northern West Virginia coal
reserves from Appalachian Fuels, LLC.  According to The AP, Massey
Energy spokesperson Jeff Gillenwater said that the company is
buying the Barbour County reserves, but is still awaiting court
approval.  Massey Energy bought in September about 23 million tons
of reserves and other assets in Fayette County from Appalachian
Fuels for $5.1 million.

Lexington, Kentucky-based Appalachian Coal Holdings, Inc., filed
for Chapter 11 bankruptcy protection on July 9, 2009 (Bankr. E.D.
Ky. Case No. 09-10405).  The Company's affiliates -- Appalachian
Fuels, LLC; Appalachian Environmental, LLC; Appalachian Premium
Fuels, LLC; Kanawha Development Corporation; and Southern Eagle
Energy, LLC -- also filed for Chapter 11 bankruptcy.  W. Thomas
Bunch Sr., Esq., who has an office in Lexington, Kentucky, assists
Appalachian Coal in its restructuring efforts.  Appalachian Coal
listed $61,088,422 in liabilities.


ARAMARK CORP: Bank Debt Trades at 8.28% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Aramark Corp. is a
borrower traded in the secondary market at 91.72 cents-on-the-
dollar during the week ended Oct. 30, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.54 percentage points from
the previous week, The Journal relates.  The loan matures on Jan.
26, 2014.  The Company pays 188 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's Ba3 rating and
Standard & Poor's BB rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

ARAMARK Corporation -- http://www.aramark.com/-- is the world's
#3 contract foodservice provider (behind Compass Group and Sodexo)
and the #2 uniform supplier (behind Cintas) in the US.  It offers
corporate dining services and operates concessions at many sports
arenas and other entertainment venues, while its ARAMARK
Refreshment Services unit is a leading provider of vending and
beverage services.  The Company also provides facilities
management services.  Through ARAMARK Uniform and Career Apparel,
the company supplies uniforms for healthcare, public safety, and
technology workers.  Founded in 1959, ARAMARK is owned by an
investment group led by chairman and CEO Joseph Neubauer.

Aramark Corp. carries a 'B1' long term corporate family rating
from Moody's, a 'B+' long term issuer credit ratings from Standard
& Poor's, and a 'B' long term issuer default rating from Fitch.


ATP OIL & GAS: Bank Debt Trades at 3% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which ATP Oil & Gas
Corp. is a borrower traded in the secondary market at 97.04 cents-
on-the-dollar during the week ended Friday, Oct. 30, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.74
percentage points from the previous week, The Journal relates.
The loan matures on Dec. 30, 2013.  The Company pays 475 basis
points above LIBOR to borrow under the facility.  The debt is one
of the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 30, among the
161 loans with five or more bids.  The bank debt is not rated by
Moody's and Standard & Poor's.

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


AUTOBACS STRAUSS: Hopes to Present Reorg. Plan in Next Six Weeks
----------------------------------------------------------------
Autobacs Strauss Inc. President and COO Joseph Catalano said that
the Company is hoping to have a reorganization plan "within the
next six weeks or so that is acceptable, but then it will take
another 60 to 90 days after that to actually emerge," Vera
Linsalata at TireBusiness.com reports.

Glenn Langberg, according to TireBusiness.com, bought back
Autobacs Strauss Inc. from Autobacs Seven for $7,500.  The report
says that Mr. Langberg is now Autobacs Strauss' CEO.  According to
the report, Autobacs Strauss President and COO Joseph Catalano
said that Autobacs Seven divested its ownership stake in the
Company in June and shut its operations in California.  Mr.
Langberg sold Autobacs Strauss to Autobacs Seven for $55 million
in 2007.

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

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


BANK USA, NA: Closed by Receivers; U.S. Bank Assumes All Deposits
-----------------------------------------------------------------
The Federal Deposit Insurance Corporation entered into a purchase
and assumption agreement with U.S. Bank, NA, of Minneapolis,
Minnesota, a wholly-owned subsidiary of U.S. Bancorp, to assume
all of the deposits and essentially all of the assets of nine
failed banks.  The nine banks were closed October 30 by federal
and state bank regulators, which appointed the FDIC as receiver.

The nine banks involved in the transaction are: Bank USA, National
Association, Phoenix, Arizona; California National Bank, Los
Angeles, California; San Diego National Bank, San Diego,
California; Pacific National Bank, San Francisco, California; Park
National Bank, Chicago, Illinois; Community Bank of Lemont,
Lemont, Illinois; North Houston Bank, Houston, Texas; Madisonville
State Bank, Madisonville, Texas; and Citizens National Bank,
Teague, Texas.  As of September 30, 2009, the banks had combined
assets of $19.4 billion and deposits of $15.4 billion.

The nine banks had 153 offices, which will reopen as branches of
U.S. Bank beginning tomorrow during their normal business hours.
Depositors of the nine banks will automatically become depositors
of U.S. Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branches until U.S. Bank can
fully integrate the deposit records of the nine failed banks.

The FDIC and U.S. Bank entered into a loss-share transaction on
approximately $14.4 billion of the combined purchased assets of
$18.2 billion.  U.S. Bank will share in the losses on the asset
pools covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can contact the
FDIC as follows:

Failed Bank

(a) Bank USA, National Association
1-800-913-3062
http://www.fdic.gov/bank/individual/failed/bankusa-az.html

(b) California National Bank
1-800-913-5861
http://www.fdic.gov/bank/individual/failed/calnational.html

(c) San Diego National Bank
1-800-517-1839
http://www.fdic.gov/bank/individual/failed/sandiegonational.html

(d) Pacific National Bank
1-800-508-8289
http://www.fdic.gov/bank/individual/failed/pacificnational-ca.html

(e) Park National Bank
1-800-450-5668
http://www.fdic.gov/bank/individual/failed/park-il.html

(f) Community Bank of Lemont
1-800-528-6357
http://www.fdic.gov/bank/individual/failed/community-lemont.html

(g) North Houston Bank
1-800-501-1872
http://www.fdic.gov/bank/individual/failed/northhouston-tx.html

(h) Madisonville State Bank
1-800-913-3053
http://www.fdic.gov/bank/individual/failed/madisonville-tx.html

(i) Citizens National Bank
1-800-517-1843
http://www.fdic.gov/bank/individual/failed/citizens-teague.html

The nine banks were subsidiaries of FBOP Corporation, Oak Park,
Illinois.  FBOP Corporation was not closed and was not subject to
the October 30 actions.

FBOP is run by Michael Kelly, who from his base in the Chicago
suburbs snapped up banks in San Diego, Los Angeles, Houston, and
San Francisco. He started in 1990 with First Bank of Oak Park,
which had $125 million in assets.

The FDIC's Board of Directors issued notices of assessment of
cross guaranty liability against Park National Bank and Citizens
National Bank.  Under statutory authority, the FDIC may assess
affiliated banks for losses incurred by the Deposit Insurance Fund
(DIF) from the failure of other banks, such as those owned by FBOP
Corporation.  Congress granted the FDIC authority in 1989 to
reduce the cost to the DIF for the resolution of affiliated
institutions owned by the same company. The two banks were unable
to pay the amounts assessed and were closed by their chartering
authorities.

The FDIC estimates that the cost of the nine banks to the DIF will
be a combined $2.5 billion. U.S. Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. The failure of the nine banks brings the
nation's total number this year to 115.

By number, banks in Georgia account for one-fifth of all U.S.
banks closing this year, with 20 failures, followed by Illinois
with 19, California with 13, and Florida with nine.


BAYOU GROUP: Judge Gives Nod to Disclosure Statement
----------------------------------------------------
Law360 reports that the Bankruptcy Court preliminarily approved a
disclosure statement in Bayou Group LLC's Chapter 11 case, going
over the 85-page document with a fine-tooth comb and putting off
challenges to a contemplated dual trusteeship and to attorneys'
fees requests until a confirmation hearing.

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The Company and its affiliates were sent to Chapter
11 on May 30, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-22306) to
pursue recoveries for the benefit of defrauded investors.  Elise
Scherr Frejka, Esq., at Dechert LLP, represents the Debtors in
their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represent the Official Committee of Unsecured Creditors.
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents certain investors.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of more than $100 million.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.

As reported in the Troubled Company Reporter on April 16, 2008,
Bayou Group and its debtor-affiliates delivered 47 adversary
complaints to the Honorable Adlai S. Hardin Jr. of the U.S.
Bankruptcy Court for the Southern District of New York, seeking to
recover certain fraudulent transfers made by investors against the
Debtors.  The Bayou entities include Bayou Management LLC, Bayou
Advisors LLC, Bayou Equities LLC, Bayou Fund LLC, Bayou Superfund,
Bayou No Leverage Fund LLC, Bayou Affiliates Fund LLC, and Bayou
Accredited Fund LLC.

The Debtors said the adversary proceedings arose from a massive
fraudulent investment scheme committed by the Bayou entities,
which controlled private pooled investment hedge funds.


BERRY PLASTICS: To Issue $620MM New Notes to Fund Pliant Deal
-------------------------------------------------------------
Berry Plastics Corporation on October 27, 2009, commenced, via two
of its newly formed, wholly owned subsidiaries, an offering of:

     -- $325 million in aggregate principal amount of First
        Priority Senior Secured Notes due 2015; and

     -- $295 million in aggregate principal amount of 8-7/8%
        Second Priority Senior Secured Notes due 2014.

On October 29, 2009, Berry Plastics announced the pricing of the
private placement by its two newly formed, wholly owned
subsidiaries.  The Issuers will issue:

     -- $370 million of first priority senior secured notes due
        2015; and

     -- $250 million of second priority senior secured notes due
        2014.

The principal amounts represent an increase of $45 million with
respect to the First Priority Notes and a decrease of $45 million
with respect to Second Priority Notes from previously announced
principal amounts.  The closing of the private placement offering
is expected to occur on November 12, 2009.

The First Priority Notes will bear interest at a rate of 8-1/4 %
payable semiannually, in cash in arrears, on May 15 and November
15 of each year, commencing May 15, 2010, and will mature on
November 15, 2015.

The Second Priority Notes will bear interest at a rate of 8-7/8%
payable semiannually, in cash in arrears, on March 15 and
September 15 of each year, commencing March 15, 2010 and will
mature on September 15, 2014.

The proceeds from the offering before fees and expenses will be
$365.7 million for the First Priority Notes and $230.6 million for
the Second Priority Notes.

From and after the release of proceeds from the collateral
account, the First Priority Notes and Second Priority Notes will
be guaranteed on a senior secured first-priority and second-
priority basis, respectively, by each of Berry's existing and
future direct or indirect domestic subsidiaries that is a
restricted subsidiary, subject to certain exceptions and will
include all of Berry's subsidiaries that guarantee Berry's
obligations under its term loan facility.  The Notes and the
guarantees will be senior secured obligations and will rank senior
in right of payment to all of Berry's, and, in the case of the
guarantees, to all of the guarantors', existing and future
subordinated debt.

The First Priority Notes and Second Priority Notes will and the
guarantees thereof will be secured on a first-priority and second-
priority basis, respectively, by a lien on the assets that secure
Berry's obligations under its senior secured credit facilities,
subject to certain exceptions.

The proceeds from the offering are intended to be used to acquire
directly or indirectly all of the equity of Pliant Corporation
(which will become a restricted subsidiary of Berry), 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.  All proceeds of this offering will be
deposited, together with any additional amounts necessary to
redeem the notes, into a segregated collateral 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 of the proceeds from the collateral account. Amounts held
in the collateral account will be pledged for the benefit of the
holders of the notes.

The notes are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act, and outside the
United States, only to non-U.S. investors pursuant to Regulation
S.  The notes will not be initially registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States absent an effective registration
statement or an applicable exemption from registration
requirements or a transaction not subject to the registration
requirements of the Securities Act or any state securities laws.

                         About Pliant Corp

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

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

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

                       About Berry Plastics

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

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

                           *     *     *

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

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


BROOK MAYS: Atypical Payment Points to Avoidable Preference
-----------------------------------------------------------
WestLaw reports that a payment made by a debtor to its service
provider during the 90-day preference period did not qualify for
the ordinary-course-of-business defense to a preferential transfer
claim.  The payment was made somewhat later than the norm between
the parties, and was sent by overnight, rather than regular, mail,
which was an atypical mode of delivery only used once before
outside the preference period.  In re Brook Mays Music Co., ---
B.R. ----, 2009 WL 3334393 (Bankr. N.D. Tex.) (Jernigan, J.).

Brook Mays Music Company, a full-line musical instrument retailer
based in Dallas, Tex., filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 06-32816) on July 11, 2006.  The case was
converted to a Chapter 7 bankruptcy proceeding on March 29, 2007,
after a court-approved Section 363 sale of substantially all of
the Debtor's assets.  Robert Yaquinto was thereafter appointed as
the Chapter 7 Trustee and is winding up the Debtor's estate.


CALIFORNIA COASTAL: Case Summary & 25 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: California Coastal Communities, Inc.
        6 Executive Circle, Suite 250
        Irvine, CA 92614

Case No.: 09-21712

Chapter 11 Petition Date: October 27, 2009

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

Judge:  Theodor Albert

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

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

The petition was signed by Raymond J. Pacini, the company's CEO.

Debtor's List of 25 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Insurance Company          Performance Bonds      $22,562,149
of the West
11455 El Camino Real
San Diego, CA 92130

County of Orange           Performance Bonds      $9,699,959
PO Box 4048
Santa Ana, CA 92702

City of Huntington Beach   Performance Bonds      $4,597,496
2000 Main Street
Huntington Beach, CA 92648

Comerica                   Letters of Credit      $3,093,925
2321 Rosecrans Avenue
5th Floor
El Segundo, CA 90245

Pension Benefit Guaranty   Underfunded Pension    $3,000,000
Corporation                Plan
Dept. 77430
PO Box 77000
Detroit, MI 48277

County of Riverside, TLMA  Performance Bonds      $2,877,890
4080 Lemon Street
Second Floor
Riverside, CA 92502

City of Lancaster          Performance Bonds      $2,483,701
44933 North Fern Avenue
Lancaster, CA 93534

City of Beaumont           Performance Bonds      $1,312,000
550 East 6th Street
Beaumont, CA 92223

Robert Day                 Retiree Benefits       $800,580
c/o Oakmont Corporation
PO Box 71289
Los Angeles, CA 90071

State Lands Commission     Contract               $700,000
of CA
100 Howe Avenue
Suite 100-South
Sacramento, CA 95825

Philip Beekman             Retiree Benefits       $432,000
c/o Owl Hollow
Enterprises, Inc.
6693 E. Pleasant
Indianapolis, IN 46219

John Van Eck               Retiree Benefits       $399,375
575 Park Avenue, Apt. 301
New York, NY 10065

Gerald Lewis               Retiree Benefits       $256,800
PO Box 325
Pauma Valley, CA 92061

Wheelabrator Technologies  Indemnification        $250,000
Inc./Resco Holdings, Inc.
1001 Fannin Street
Suite 4000
Houston, TX 70002

South Coast Cabinet        Trade                  $188,328

Pacific Masonry            Trade                  $180,000

City of Ontario            Performance Bonds      $146,334

Residential Design         Trade                  $136,446
Services

Vintage Design Services    Trade                  $129,667

Brightwater Maintenance    Trade                  $124,254
Corp.
c/o Keystone Pacific
Property Management

Bertram Firestone          Retiree Benefits       $119,138
Newstead Farm

James Pattison             Retiree Benefits       $110,138

BAS Appliance Gallery      Trade                  $83,133
LLC

Bova Contracting           Trade                  $75,000
Corporation

Gateway Plastering         Trade                  $67,396


CALIFORNIA NATIONAL BANK: Closed; U.S. Bank Assumes All Deposits
----------------------------------------------------------------
The Federal Deposit Insurance Corporation entered into a purchase
and assumption agreement with U.S. Bank, NA, of Minneapolis,
Minnesota, a wholly-owned subsidiary of U.S. Bancorp, to assume
all of the deposits and essentially all of the assets of nine
failed banks.  The nine banks were closed October 30 by federal
and state bank regulators, which appointed the FDIC as receiver.

The nine banks involved in the transaction are: Bank USA, National
Association, Phoenix, Arizona; California National Bank, Los
Angeles, California; San Diego National Bank, San Diego,
California; Pacific National Bank, San Francisco, California; Park
National Bank, Chicago, Illinois; Community Bank of Lemont,
Lemont, Illinois; North Houston Bank, Houston, Texas; Madisonville
State Bank, Madisonville, Texas; and Citizens National Bank,
Teague, Texas.  As of September 30, 2009, the banks had combined
assets of $19.4 billion and deposits of $15.4 billion.

The nine banks had 153 offices, which will reopen as branches of
U.S. Bank beginning tomorrow during their normal business hours.
Depositors of the nine banks will automatically become depositors
of U.S. Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branches until U.S. Bank can
fully integrate the deposit records of the nine failed banks.

The FDIC and U.S. Bank entered into a loss-share transaction on
approximately $14.4 billion of the combined purchased assets of
$18.2 billion.  U.S. Bank will share in the losses on the asset
pools covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can contact the
FDIC as follows:

Failed Bank

(a) Bank USA, National Association
1-800-913-3062
http://www.fdic.gov/bank/individual/failed/bankusa-az.html

(b) California National Bank
1-800-913-5861
http://www.fdic.gov/bank/individual/failed/calnational.html

(c) San Diego National Bank
1-800-517-1839
http://www.fdic.gov/bank/individual/failed/sandiegonational.html

(d) Pacific National Bank
1-800-508-8289
http://www.fdic.gov/bank/individual/failed/pacificnational-ca.html

(e) Park National Bank
1-800-450-5668
http://www.fdic.gov/bank/individual/failed/park-il.html

(f) Community Bank of Lemont
1-800-528-6357
http://www.fdic.gov/bank/individual/failed/community-lemont.html

(g) North Houston Bank
1-800-501-1872
http://www.fdic.gov/bank/individual/failed/northhouston-tx.html

(h) Madisonville State Bank
1-800-913-3053
http://www.fdic.gov/bank/individual/failed/madisonville-tx.html

(i) Citizens National Bank
1-800-517-1843
http://www.fdic.gov/bank/individual/failed/citizens-teague.html

The nine banks were subsidiaries of FBOP Corporation, Oak Park,
Illinois.  FBOP Corporation was not closed and was not subject to
the October 30 actions.

FBOP is run by Michael Kelly, who from his base in the Chicago
suburbs snapped up banks in San Diego, Los Angeles, Houston, and
San Francisco. He started in 1990 with First Bank of Oak Park,
which had $125 million in assets.

The FDIC's Board of Directors issued notices of assessment of
cross guaranty liability against Park National Bank and Citizens
National Bank.  Under statutory authority, the FDIC may assess
affiliated banks for losses incurred by the Deposit Insurance Fund
(DIF) from the failure of other banks, such as those owned by FBOP
Corporation.  Congress granted the FDIC authority in 1989 to
reduce the cost to the DIF for the resolution of affiliated
institutions owned by the same company. The two banks were unable
to pay the amounts assessed and were closed by their chartering
authorities.

The FDIC estimates that the cost of the nine banks to the DIF will
be a combined $2.5 billion. U.S. Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. The failure of the nine banks brings the
nation's total number this year to 115.

By number, banks in Georgia account for one-fifth of all U.S.
banks closing this year, with 20 failures, followed by Illinois
with 19, California with 13, and Florida with nine.


CANWEST GLOBAL: Gets Canada Court OK to Save National Post
----------------------------------------------------------
Canwest Global Communications Corp. said it has received approval
and a vesting order from the Ontario Superior Court of Justice in
respect of the transition of the business of the National Post to
Canwest Publishing Inc. through a newly incorporated, wholly-owned
subsidiary of CPI, and the re-alignment of certain shared services
between its subsidiaries Canwest Media Inc. and Canwest Limited
Partnership.

The transition of the business of the National Post and the re-
alignment of shared services have also been approved by the
lenders under Canwest LP's senior secured credit facilities, CIT
Business Credit Canada Inc. as lender to CMI, and the ad hoc
committee of holders of 8% senior subordinated notes of CMI. The
transition of the business of the National Post and the re-
alignment of shared services are expected to close on October 31,
2009.

This transition and re-alignment are part of Canwest's structured
and orderly recapitalization process designed to properly align
the provision and cost allocation of certain shared services
between CMI and Canwest LP.

Shared service agreements that govern content sharing between CMI
and Canwest LP and allow for consolidated and co-ordinated
advertising sales will continue under the re-alignment until at
least August 31, 2010. To date, the attractiveness of a co-
ordinated advertising sales effort has been widely endorsed by the
marketplace. CMI and Canwest LP will be able to negotiate
continuing arrangements to be put in place beyond their scheduled
expiry date.

The Ontario Superior Court of Justice also granted the request by
Canwest for an extension of the stay period granted under the
Companies' Creditors Arrangement Act to January 22, 2010. In its
Initial Order on October 6, 2009, the Court provided a 30 day stay
period.

Canwest also said that Canwest LP and the lenders under its senior
secured credit facilities continue discussions regarding the
framework for a potential restructuring transaction.

As previously announced on September 10, 2009, Canwest LP and its
senior lenders had entered into a forbearance agreement under
which the senior lenders had agreed not to enforce their rights
under the senior secured credit facilities arising from Canwest
LP's previously announced defaults prior to October 31, 2009.
Canwest LP and its senior lenders have agreed to extend this
forbearance date to November 9, 2009.

                      About Canwest Global

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

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

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

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

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

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


CAPMARK FINANCIAL: Chapter 11 Filing Won't Affect Fitch's Ratings
-----------------------------------------------------------------
The Chapter 11 bankruptcy of Capmark Financial Group Inc., along
with the potential subsequent sale and servicing transfer, will
not adversely impact ratings on franchise loan asset-backed
securities serviced by Capmark, according to Fitch Ratings:

Capmark Finance Inc. is currently the servicer on several Fitch-
rated franchise loan asset-backed securities and is expected to be
sold to Berkadia Commercial Mortgage LLC.

On Oct. 26, Fitch Ratings downgraded Capmark's Issuer Default
Rating to 'D' from 'C' in response to the company's filing of a
voluntary petition seeking relief under Chapter 11 of the U.S.
Bankruptcy Code.

Capmark-serviced franchise loan ABS rated by Fitch are:

  -- Atherton Franchise Loan Funding, series 1997-A;
  -- Atherton Franchise Loan Funding, series 1998-A;
  -- Atherton Franchise Loan Funding, series 1999-A;
  -- EMAC Owner Trust, series 1998-1;
  -- EMAC Owner Trust, series 1999-1;
  -- EMAC Owner Trust, series 2000-1;
  -- FMAC Loan Receivables Trust, series 1996-B.;
  -- FMAC Loan Receivables Trust, series 1997-A;
  -- FMAC Loan Receivables Trust, series 1997-B;
  -- FMAC Loan Receivables Trust, series 1997-C;
  -- FMAC Loan Receivables Trust, series 1998-A;
  -- FMAC Loan Receivables Trust, series 1998-B;
  -- FMAC Loan Receivables Trust, series 1998-C;
  -- FMAC Loan Receivables Trust, series 1998-D.

On Sept. 2, 2009, Capmark entered into a put option agreement to
sell its servicing and origination operations to Berkadia, a
partnership between Berkshire Hathaway Inc. (long-term IDR rated
'AA+' with a Negative Outlook by Fitch) and Leucadia National
Corporation (long-term IDR rated 'BB+' with a Negative Outlook).

Currently, Capmark Financial Group is rated 'D' by Fitch.  The
acquisition will bring financial stability to the servicing
platform.  In addition, Berkadia will be capitalized with in
excess of $1 billion in available cash by Berkshire Hathaway.
Berkadia has indicated to Fitch that it expects to retain
substantially all of Capmark's servicing management and staff.


CAPMARK FINANCIAL: Court Enters Injunction on Utility Providers
---------------------------------------------------------------
Capmark Financial Group Inc. and its units sought and obtained an
interim Court order, prohibiting utility companies from
discontinuing, altering, or refusing service to, or discriminating
against, the Debtors on account of unpaid charges for prepetition
services or the Debtors' bankruptcy filing.

The Debtors relate that in connection with the operation of their
business, they obtain natural gas, electricity, water, sewerage,
Internet, and other services.  The names of the Utility
Companies, along with their affiliates, that provide Utility
Services to the Debtors as of the Petition Date are available for
free at http://bankrupt.com/misc/Capmark_UtilityCompanies.pdf

The Debtors tell the Court that they pay approximately $317,542
per month on account of Utility Services.

Pursuant to Section 366(c)(2) of the Bankruptcy Code, a utility
may alter, refuse, or discontinue a chapter 11 debtor's utility
service if the utility does not receive from the debtor, within
30 days of the Petition Date, "adequate assurance of payment" for
postpetition services.  Section 366(c)(1) of the Bankruptcy Code
provides that "assurance of payment" of postpetition charges may
consist of:

  (i) a cash deposit;

(ii) a letter of credit;

(iii) a certificate of deposit;

(iv) a surety bond;

  (v) a prepayment of utility consumption; or

(vi) another form of security mutually agreed on between the
      utility and the debtor or the trustee.

"Given the nature of the Debtors' business operations and that
the Debtors operate many domestic offices, uninterrupted Utility
Services are essential to the Debtors' ongoing business
operations," says Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.  "In addition, in light of
the nature of the services provided by the Utility Companies, the
Debtors cannot easily, if at all, find replacement services," he
adds.

Mr. Madron asserts that should any Utility Company refuse or
discontinue service, even for a brief period, the Debtors'
business operations would be severely disrupted, if not shut down
altogether.

In light of this, the Debtors propose to provide adequate
assurance of payment to each requesting Utility Company in a form
of a cash deposit to any requesting Utility Company no later than
five business days after the receipt of that request.  Each
deposit will be equal to two weeks of Utility Service, based on
the historical average usage by the Debtors for that Utility
Service during the previous 12 months, provided:

  (i) that request is made, in accordance with proposed adequate
      assurance Procedures;

(ii) the requesting Utility Company does not already hold a
      deposit equal to or greater than two weeks of Utility
      Service; and

(iii) the requesting Utility Company is not currently paid in
      advance for its Utility Service.

As a condition to requesting and accepting an Adequate Assurance
Deposit, the requesting Utility Company will be deemed to have
stipulated that the Adequate Assurance Deposit constitutes
adequate assurance of payment to that Utility Company within the
meaning of Section 366 of the Bankruptcy Code.

The Debtors aver that the Adequate Assurance Deposit, in
conjunction with the Debtors' ability to pay for postpetition
Utility Services, constitutes adequate assurance to the Utility
Companies pursuant to Section 366 of the Bankruptcy Code.
Accordingly, any Utility Company that fails to file an objection
to the Motion will be deemed to have been provided with adequate
assurance of payment as required by Section 366 and will be
prohibited from discontinuing, altering, or refusing to provide
Utility Services, including as a result of unpaid charges for
prepetition Utility Services.

             Proposed Adequate Assurance Procedures

The Debtors propose procedures that will enable the Debtors and
the Utility Companies to consensually resolve adequate assurance
issues.  If the Debtors and the Utility Company cannot
consensually resolve those issues, the Court should determine
first whether an additional adequate assurance of payment is
necessary, says Mr. Madron.

The Salient terms of the proposed adequate assurance procedures
are:

  (a) The Debtors will send a copy of the Motion to each
      Utility Company.

  (b) The Debtors will pay each requesting Utility Company an
      Adequate Assurance Deposit within five business days from
      the receipt of the request.

  (c) A Utility Company desiring additional assurances of
      payment in the form of deposits, security or otherwise
      must serve a request upon Service Parties.

  (d) The Additional Assurance Request must be made no later
      than five business days prior to the Final Hearing date.

  (e) Any Additional Assurance Request must: (i) be in writing;
     (ii) set forth 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; and (iv) set forth why the Utility
      Company believes the Proposed Adequate Assurance is not
      sufficient adequate assurance of payment.

  (f) Upon the Service Parties' receipt of any Additional
      Assurance Request, the Debtors will have the greater of 14
      days from the receipt of that Additional Assurance Request
      or 30 days from the Petition Date to negotiate with the
      Utility Company to endeavor to resolve the Utility
      Company's Additional Assurance Request.

  (g) The Debtors may resolve any Additional Assurance Request
      by mutual agreement with the Utility Company, without
      further order of the Court, and may, in connection with
      any agreement, provide a Utility Company with additional
      adequate assurance of future payment including cash
      deposits, prepayments or other forms of security, without
      further order of the Court, if the Debtors believe that
      additional assurance is reasonable.

  (h) If the Debtors determine that the Additional Assurance
      Request is not reasonable and are not able to reach an
      alternative resolution with the Utility Company during the
      Resolution Period, the Debtors will request a hearing
      before the Court to determine the adequacy of assurances
      of payment with respect to a particular Utility Company.

  (i) Pending resolution of any Determination Hearing, that
      Utility Company will be restrained from discontinuing,
      altering, or refusing service to, or discriminating
      against, the Debtors on account of unpaid charges for
      prepetition services or the Debtors' bankruptcy filing.

To the extent the Debtors identify additional Utility Companies,
the Debtors will promptly file amendments to the Utility Service
List, Mr. Madron says.

The final hearing to consider the Debtors' request is scheduled
for November 24, 2009.

                      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)


CAPMARK FINANCIAL: Gets Nod to Run Business in Ordinary Course
--------------------------------------------------------------
On an interim basis, the Bankruptcy Court authorized Capmark
Financial Group Inc. and its units to continue operating their
business in the ordinary course.

Capmark Financial sought the Court's entry of an order:

  (a) authorizing them to continue operation of their business
      in the ordinary course;

  (b) authorizing payment of prepetition obligations attendant
      to the Business, including certain Customer Deposit
      Programs, Escrow Account Fees, and Servicing Interest
      Payments; and

  (c) authorizing and directing banks and financial institutions
      to honor and process postpetition checks and transfers
      related to the prepetition obligations.

The Debtors' Business includes all of their activities primarily
related to their role as a master, primary, and special servicer
of pools of commercial real estate loans securitized by the
Debtors or third parties.  The Debtors also act as a primary
servicer of commercial real estate loans that they originate as a
proprietary or correspondent lender, and commercial real estate
loans that third parties originate but outsource for servicing.
When acting as servicer for loans that they have originated or
acquired, either as sole or correspondent lender, the Debtors are
managing their own assets and, in some cases, assets that may be
co-owned by other lenders.

Given the commencement of their Chapter 11 cases, the Debtors
believe it is very important to provide prompt assurance to
borrowers, investors, Federal Housing Administration, the U.S.
Department of Housing and Urban Development, government sponsored
enterprises, co-lenders and other parties of their continued
ability to maintain normal Business activities in the same manner
performed prepetition, says Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware.

Preservation of the value of the Debtors' estates depends upon,
among other things, uninterrupted operation of all aspects the
Business, including loan servicing, loan and collateral
management, and loan origination, Mr. Collins explains.  He adds
that the importance of maintaining normal operations is
particularly heightened by the pendency of the ongoing sale
process attendant to a portion of the Business.

The Debtors believe the continued operation of their Business,
including, but not limited to, the ongoing (i) receipt and
acceptance of borrower remittances, (ii) remittance of escrowed
payments or Customer Deposits to the appropriate third party or
loan applicant, (iii) payment of Escrow Account Fees and
Servicing Interest Payments, and (iv) resolution of delinquent
loans and management of collateral securing the loans, is
ordinary course and thus, none of these continuing activities
requires Court approval.  In an abundance of caution, however,
the Debtors seek the entry of an order confirming that they may
continue operation of all aspects of the Business in the ordinary
course, which they believe will (a) calm any concerns that
borrowers may have regarding the status of their mortgage
obligations, (b) assure current and future loan applicants that
their mortgage loan and mortgage insurance applications will be
properly processed and deposits will be properly administered and
refunded when appropriate, (c) assure investors that their
investments -- including collateral securing the investments --
will be properly managed and resolved, as appropriate, in the
same manner in which the business was conducted prepetition, and
(d) assure the Banks that manage the escrow accounts that the
Escrow Account Fees will be timely paid.

Prior to the entry of the Court's order, General Electric Capital
Corporation said that without listing of accounts, it is not
possible to determine whether accounts maintained in GE Capital's
name and for GE Capital's benefit are subject to the Motion.  GE
Capital believes the account maintained for the benefit of itself
should receive the same treatment as the Servicing Escrow
Accounts.  GE maintained that it filed its objection out of
abundance of caution, to clarify its treatment under the Motion
and to ensure that the Debtors do not intend to treat the funds
in those accounts as cash collateral.

The final hearing to consider the Debtors' request is scheduled
for November 24, 2009.

The Debtors tell the Court that after the entry of the interim
Normal Business Order, they were contacted by counsel to Fannie
Mae in connection with Fannie Mae's desire to continue purchasing
Capmark-originated loans.

The Debtors desire to continue selling Fannie Mae-qualified loans
and qualified loans to other government sponsored enterprises and
to continue funding mortgage loans through the pre-sale of Ginnie
Mae mortgaged-backed securities issued by the Debtors or their
nondebtor affiliates, all in the same manner as these activities
were conducted prior to the Petition Date.  The Debtors believe
that those activities are in the ordinary course of their
business operations and covered by the Normal Business Order.

Accordingly, the Debtors seek the Court's entry of a supplemental
interim order that will include these provisions:

  (i) that the Debtors are authorized to continue operation of
      their loan origination, securitization, correspondent
      lending, and sale business, in all respects, including but
      not limited to, the making of any covenant,
      representation, warranty or guarantee in respect of those
      loans; and

(ii) that the GSE purchaser of Debtor-originated loans will be
      granted an administrative expense claim in respect of any
      loan transferred to the GSEs post-Commencement Date in
      connection with any claims arising under, or in connection
      with, those Loans.

In a separate filing, the Debtors asked the Court to schedule a
hearing on their Supplemental Motion to November 4, 2009 at 3:00
p.m.

                      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)


CAPMARK FINANCIAL: Proposes to Pay Sales & Use Taxes
----------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
authority to pay certain prepetition property, sales, and use tax
obligations and certain other governmental assessments of
franchise fees and business license fees to various federal, state
and local authorities, including those obligations subsequently
determined upon audit to be owed for periods prior to the Petition
Date for $200,000.

(A) Real and Personal Property Taxes

The Debtors tell the Court that they pay real personal property
taxes in certain states in respect of real and personal property
they own in those jurisdictions.  The Property Taxes are
typically paid on a bi-annual basis, in the case of personal
property, or annual basis, in the case of real property.

According to the Debtors, while the amount they pay in respect of
the Property Taxes fluctuates yearly, in 2008, they have paid
approximately $77,000 in Property Taxes.  The Debtors estimate
that they owe approximately $63,000 in respect of Property Taxes
incurred prior to the Petition Date.

(B) Sales Taxes

In the ordinary course of business, the Debtors are or may be
required to collect sales taxes in connection with certain of
their business operations.  Typically, Sales Taxes accrue as
tangible goods and services are invoiced to customers and are
calculated based on a statutory percentage of the sale price
invoiced to the customer.  The Debtors then remit the Sales Taxes
to the relevant Taxing Authorities according to the requirements
of that Taxing Authority, either on the basis of the Sales Tax
actually invoiced to customers during a specified period or on
the basis of estimated sales tax collections for the coming
period.  As of the Petition Date, the Debtors estimate they owe
approximately $440,000 for Sales Taxes.

The Debtors also incur and collect use taxes when property or
services are purchased from vendors that have no nexus to the
resident states of the Debtors.  The Debtors note that they may
be assessed for Use Taxes that arose before the Petition Date,
which they estimate to be approximately $670,000 as of the
Petition Date.

(C) Other Governmental Assessments

The Debtors are also required to pay franchise taxes in certain
states.  The Franchise Taxes are typically paid annually to the
applicable Taxing Authorities.  The Debtors estimate that each
year they pay approximately $950,000 in respect of Franchise
Taxes.  Furthermore, many local governments require the Debtors
to obtain a business license.  The requirements for a company to
obtain a business license and the manner in which the Business
License Fees are computed vary according to the tax law of
applicable jurisdictions.  The Debtors estimate that each year
they pay approximately $25,500 in Business License Fees.

The Debtors assert that nonpayment of these obligations may cause
the Taxing Authorities to take precipitous action, including, but
not limited to, filing of liens, preventing them from conducting
business in the applicable jurisdictions, and seeking to lift the
automatic stay, all of which would disrupt the Debtors' day-to-
day operations.  The Debtors further aver that failure to pay
those taxes could also trigger unwarranted governmental action in
the form of increased audits, which would also be disruptive of
the Debtors' operations and detrimental to all parties-in-
interest.

A list of the Debtors' taxing authorities is available for free
at http://bankrupt.com/misc/Capmark_TaxingAuthorities.pdf

                           GE Objects

General Electric Capital Corporation tells the Court that it does
not object to the relief sought by the Debtors, except to the
extent that the Debtors seek to use funds from the accounts
established pursuant to the Debtors' agreements with GE to
satisfy their tax obligations.  According to GE, the Debtors have
not specifically identified the bank accounts from which they
intend to pay these obligations.

While GE Capital does not believe the accounts established
pursuant to the GE Agreements are within the scope of the Motion,
GE Capital has filed its objection out of abundance of caution,
in case the accounts were improperly established or maintained,
or in case the Debtors intend to treat the funds in those
accounts as cash collateral for purposes of meeting their tax
obligations.

                         *     *     *

The Court authorized the Debtors, on an interim basis, to pay
prepetition taxes in an amount not to exceed $200,000.

A final hearing to consider the request is scheduled for
November 24, 2009, at 9:00 a.m.

                      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)


CAPMARK FINANCIAL: Proposes to Reject 5 Office Facility Leases
--------------------------------------------------------------
Capmark Financial Group Inc. and its units seek the Court's
authority to reject five unexpired nonresidential real property
office facility leases.  The Debtors tell the Court that the
properties relating to the Leases are currently vacant and the
Debtors do not intend to use the Vacant Properties during the
Chapter 11 cases.  The Vacant Properties are comprised of:

  (i) 95,290-square feet of corporate office space located at
      4009 Columbus Road SW, Paramount Building, in Granville,
      Ohio;

(ii) 8,401-square feet of corporate office space located at 411
      Borel Avenue, Suite 320, in San Mateo, California;

(iii) 1,845-square feet of office space located at 800 Brickell
      Avenue, Suite 1105, in Miami, Florida;

(iv) 5,103-square feet of office space located at 12544 High
      Bluff Drive, in San Diego, California; and

  (v) 4,356-square feet of office space located at 2700 Post Oak
      Boulevard, Suite 1450, in Houston, Texas.

The Debtors assert that by rejecting the Leases, they will save
approximately $2,800,000 annually or over $238,000 per month.


CARITAS HEALTHCARE: 2nd Bidding Round Possible for 2 Assets
-----------------------------------------------------------
Brooklyn Bankruptcy Court Judge Carla E. Craig isn't completely
happy with the winning bidder for Caritas Healthcare's two
hospital sites, St. John's Hospital's two-acre campus in Elmhurst
and Mary Immaculate Hospital's four-acre campus in Jamaica, and
could instead reopen the bidding process for the properties, Anna
Gustafson at YourNabe.com reports, citing Queens Borough President
Helen Marshall's spokesperson, Dan Andrews.  According to
YourNabe.com, Mr. Andrews said that Judge Craig was scheduled to
approve or deny the properties' $26.625 million sale to a group
led by Johsua Guttman on October 22, but instead ordered a delay
on the decision.  YourNabe.com relates that Ms. Marshall's office
is worried about Guttman Realty's history.  Guttman Realty owner
Joshua Guttmanand his son, Jack, were charged with 434 counts of
failure to maintain privately owned waterfront property after a
10-alarm fire broke out in 2006 at one of Guttman's Brooklyn
properties, the Greenpoint Terminal Market.  Leszek Kuczera of
Brooklyn was charged in 2006 with setting the fire.

                  About Caritas Health Care Inc.

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

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


CATHOLIC CHURCH: Survivors Want Lift Stay for Depositions
---------------------------------------------------------
The Unofficial Committee of Abuse Survivors of the Catholic
Diocese of Wilmington, Inc.'s bankruptcy case asks the U.S.
Bankruptcy Court for the District of Delaware to modify the
automatic stay with respect to the litigation pending in the
Superior Court of the state of Delaware involving the Diocese,
solely to allow the parties to take de bene esse depositions to
perpetuate the testimony of infirm or dying parties and witnesses
as ordered by the Delaware Superior Court in its alternative
dispute resolution order, entered October 7, 2009.

Thomas S. Neuberger, Esq., at The Neuberger Firm, P.A., in
Wilmington, Delaware, relates that what constitutes "cause" for
relief from the automatic stay is not defined in the Bankruptcy
Code.  Consequently, he notes, a bankruptcy court must decide what
constitutes "cause" on a case-by-case basis.  He notes that in In
re Rexene Products Company, 141 B.R. 574, 576 (Bank. D. Del.
1992), the court held that these tests should be used to decide
whether relief from the automatic stay should be granted for cause
to permit the continuation of a proceeding:

  (a) Whether any great prejudice to either the bankruptcy
      estate or the debtor will result from continuation of the
      civil suit;

  (b) Whether the hardship to the [non-bankrupt party] by
      maintenance of the stay considerably outweighs the
      hardship of the debtor; and

  (c) Whether the creditor has a probability of prevailing on
      the merits.

The Rexene Products tests are satisfied because the Diocese will
not experience any great prejudice if the request is granted, Mr.
Neuberger contends.  He notes that there are only a small number
of persons for whom de bene esse depositions are needed, and
hence, the Diocesan personnel and resources would not be overly
taxed or distracted by its counsel's participation in depositions.

If the bankruptcy case follows in the mold of previous Diocesan
bankruptcy cases, the Diocese will seek to maintain in effect for
as long as possible the stay on all proceedings in the Clergy
Sexual Abuse Cases commenced against it, while it negotiates with
its insurance carriers and attempts to stave off determinations
concerning what church property constitutes property of its
bankruptcy estate, Mr. Neuberger alleges.  In the meantime,
plaintiffs and witnesses will die, he says.

Past experience in diocesan bankruptcies indicates that granting
relief from the automatic stay provides an essential impetus
toward reorganization, as insurers have little incentive to
negotiate meaningfully with the dioceses or claimants so long as
the stay remains in effect, Mr. Neuberger tells the Court.  He
asserts that the depositions pursuant to the Mediation Order can
also provide guidance on liability and damage issues that can
facilitate settlement in other cases.  He insists that whatever
minor prejudice the Diocese incurs by participating in a limited
number of depositions is more than counter-balanced by these
positive effects on the case.

                       Diocese Responds

The Diocese says that it is not opposed to de bene esse
depositions in the Clergy Sexual Abuse Cases being taken.
However, contrary to the Survivors Committee's request that the
Court grant blanket relief from the stay to permit de bene esse
depositions without any limitations in place, it is essential that
a process be put in place, which will aid the parties in
determining whether there truly is a need for a de bene esse
deposition, James L. Patton, Jr., Esq., at Young Conaway Stargatt
& Taylor, LLP, tells Judge Sontchi.

To the extent de bene esse depositions are permitted, Mr. Patton
contends that the Diocese will be required to expend its own
limited resources preparing for and participating in the
depositions while simultaneously funding its bankruptcy
proceeding.  At this very early stage of the Chapter 11 case, he
argues that it is crucial that the Diocese be able to focus on
developing and implementing its restructuring plan.

Thus, Mr. Patton argues, the plaintiffs' counsel should not be
permitted to decide unilaterally that a particular plaintiff or
witness is infirm or dying, and that therefore, a de bene esse
deposition is needed.  He insists that permitting de bene esse
depositions without some sort of proof by the person seeking the
deposition that the proposed deponent's testimony must be
preserved immediately, will be burdensome on the Diocese and will
disrupt the administration and expeditious reorganization of the
assets of the bankruptcy estate to the detriment of all creditors,
he says.

                    About Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse. Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

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

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Survivors Want to Designate Del. Bishop as Debtor
------------------------------------------------------------------
The Unofficial Committee of Abuse Survivors for the Catholic
Diocese of Wilmington, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware, pursuant to Rule 9001(5) of the Federal
Rules of Bankruptcy Procedure, to designate Bishop W. Francis
Malooly as the "Debtor" for purposes of (i) examination under
Section 343 of the Bankruptcy Code, and (ii) filing the Diocese's
schedules of assets and liabilities and statement of financial
affairs under Section 521 of the Bankruptcy Code.

Bishop Malooly is the bishop of the Diocese of Wilmington and the
sole member of Catholic Diocese of Wilmington, Inc.  As the
bishop, Bishop Malooly is the highest ranking ecclesiastical
clergy in CDOW, and signed the Debtor's petition.  However, in the
Diocese's corporate resolution authorizing the commencement of the
bankruptcy case, the Diocese designated Fr. J. Thomas Cini as its
representative for the purposes of signing all other pleadings,
including the Schedules and SOFA, relates Thomas S. Neuberger,
Esq., at The Neuberger Firm, P.A., in Wilmington, Delaware.

Creditors are not limited to examining only one witness at the
first meeting of creditors under Section 341 of the Bankruptcy
Code, Mr. Neuberger asserts.  He notes that Rule 9001(5)
specifically anticipates that more than one corporate officer may
be necessary for a meaningful examination.  Thus, he points out,
both Bishop Malooly and Fr. Cini can execute the Schedules and
SOFA, and appear at the first meeting of creditors.

Mr. Neuberger contends that Bishop Malooly should sign the
Schedules and SOFA and appear to testify at the Section 341
meeting because:

  -- he personally consulted with advisors prior to authorizing
     the filing of the Chapter 11 case and the propriety of the
     commencement of the case is at issue;

  -- he signed the petition for relief under the Bankruptcy
     Code, and is the sole member of the Debtor;

  -- he is the Diocese's senior ecclesiastical and secular
     officer;

  -- under Canon Law, he is the supreme administrator of all
     personal and real property of the Diocese, he is on the
     board of directors of the parishes and directly or
     indirectly manages all Catholic entities in the Diocese;

  -- he appoints the priests that are the pastors in the
     parishes, and the chair of the Diocese Finance Committee;

  -- he has knowledge of the Diocese's financial condition as
     evidenced by his public statement explaining why the
     Diocese filed for bankruptcy; and

  -- his designate, Fr. Cini, has testified that Bishop Malooly
     is the ultimate decision maker in the Diocese.

The Diocese's apparent refusal to produce Bishop Malooly at the
first meeting of creditors would be a violation of its fiduciary
duty to creditors, Mr. Neuberger tells the Court.  He adds that if
Bishop Malooly personally refuses to appear, he too would be
violating his fiduciary duty to creditors as President of the
Diocese.

"Bishop Malooly's attendance also is important given the unique
claims in this case," Mr. Neuberger tells the Court.
"Accountability is an important part of the healing process for
survivors of clergy sexual abuse," he adds, citing that in other
Diocesan bankruptcy cases, the bishops voluntarily appeared at
Section 341 examinations and signed the Schedules and SOFA.

The Court will commence a hearing on November 2, 2009, to consider
the request.

                        Diocese Objects

The Survivors Committee's request that the Court designate Bishop
Malooly as the Debtor's corporate representative is premature,
unwarranted and unsupported by the facts of the bankruptcy case,
and thus, should be denied, James L. Patton, Jr., Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells
Judge Sontchi.

Mr. Patton avers that the Diocese has not completed its schedules
and statement, nor has the meeting of creditors under Section 341
of the Bankruptcy Code been scheduled.  As a result, he says, the
Diocese has not yet determined who will execute the schedules and
statement or testify at the Section 341 Meeting, but expects it
will likely be Bishop Malooly, Monsignor Cini, the Diocese's
secretary and vicar general of administration, or Joseph Corsini,
the Diocese's chief financial officer.

The Diocese will evaluate who is the appropriate signatory or
witness taking into account, inter alia, who is best positioned to
answer questions about the schedules and statement and other
issues that will be at the forefront of the Chapter 11 case, Mr.
Patton relates.  He asserts that it is inappropriate for the
Survivors Committee to ask the Court to substitute its business
judgment for that of the Diocese as to who is the appropriate
signatory and witness for purposes of the Section 341 Meeting.

The logic underlying the Survivors Committee's request is
counterintuitive, flawed, and undermines the purpose of the
statutory meeting of creditors, Mr. Patton contends.  Indeed, he
argues, Bishop Malooly has been in his position a little more than
a year, whereas Monsignor Cini has served as Vicar General of
Administration for the Diocese since 1996, and Mr. Corsini has
been employed as the Diocese's CFO for approximately 10 years.

The Diocese's deliberate approach to determining the proper
signatory and witness is far from "picking and choosing" a
representative of the estate at random or for the purpose of
evading creditors, Mr. Patton asserts.  He insists, among other
things, that the Diocese has done nothing to indicate that it will
not present the individual most knowledgeable about the Diocese's
financial affairs and operations, and thus, the Survivors
Committee can point to no legitimate reason why the Diocese should
lose the right to designate its representative.

Accordingly, the Survivors Committee's effort to substitute its
business judgment for that of the Debtor is premature at best, and
should be denied because the Committee has not provided any legal
or factual basis to require, by order of the Court, that Bishop
Malooly execute the schedules and statement and appear at the
Section 341 Meeting.

                    About Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse. Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

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

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


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

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

  (b) reimburse all prepetition employee business expenses;

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

  (d) honor workers' compensation obligations;

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

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

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

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

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

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

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

In an interim order, the Bankruptcy Court authorized, but not
directed, the Catholic Diocese of Wilmington, Inc., in its sole
discretion, to continue to honor and pay in the ordinary course,
and to pay any and all prepetition amounts relating to the:

  (a) Unpaid Compensation in an amount not to exceed $216,000;

  (b) Reimbursable Expenses in an amount not to exceed $10,000;

  (c) Deductions.  To the extent that any Deductions that
      accrued prior to September 30, 2009, remain unpaid as of
      the Petition Date, the Diocese is authorized to remit any
      of those Deductions to the applicable third party, in an
      amount not to exceed $11,000.  The Diocese is authorized
      to remit any deductions that accrued between September 30
      and the Petition Date to the applicable third party in an
      amount not to exceed $7,000;

  (d) Withheld Amounts;

  (e) Payroll Taxes.  The Diocese is authorized to continue to
      honor and process the prepetition obligations with respect
      to the Payroll Taxes in an amount not to exceed $55,000
      without further Court order and to forward the Withheld
      Amounts to the appropriate taxing authorities, in the
      ordinary course of business, as routinely done prior to
      the Petition Date;

  (f) the Workers' Compensation Program in an amount not to
      exceed $30,000 without further Court order; and

  (g) Employee Benefits, in an amount not to exceed $566,500 in
      the aggregate, including Group Health Insurance Plan,
      Leave Pay, and Group Long-Term Disability Insurance that
      have been earned, accrued or vested in amounts not to
      exceed the $10,950 statutory cap set forth in Sections
      507(a)(4) and 507(a)(5) of the Bankruptcy Code, as
      applicable.

The Unofficial Committee of Abuse Survivors had previously asked
the Court to deny or limit the relief sought in the request.  The
Survivors Committee asserted, among other things, that the request
potentially has enormous consequences to the legal issue of
whether parishes, religious orders and other parties related to
the Diocese are part of the Debtor and whether their real and
personal property is property of the estate.  Hence, the Survivors
Committee said that the Court should not make any findings of fact
or conclusions of law regarding the relationships between the
Diocese, the Parishes and the Non-Debtor Catholic Entities.

The Court will consider the entry of a final order on the request
on November 12, 2009.  Any objection to that order must be filed
by November 4.

                    About Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse. Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

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

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CENTAUR PA LAND: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Centaur PA Land, LP
        10 W. Market Street, Suite 200
        Indianapolis, IN 46204

Case No.: 09-13760

Chapter 11 Petition Date: October 28, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Jeffrey M. Schlerf, Esq.
                  Fox Rothschild LLP
                  Ctizens Bank Center, Suite 1300
                  919 North Market Street
                  P.O. Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920
                  Email: jschlerf@foxrothschild.com

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

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

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


CHANA TAUB: N.Y. Rent Stabilization Spat Sent to State Court
------------------------------------------------------------
WestLaw reports that a bankruptcy court would exercise its
discretion to permissively abstain from hearing an adversary
proceeding that a Chapter 11 debtor-landlord had brought to compel
tenants in a rent stabilized apartment complex either to turn over
past due rent which they allegedly owed or to quit the premises,
in which the tenants had counterclaimed for the debtor's alleged
violation of New York Rent Stabilization Law in purportedly
charging excessive rent and for the debtor's alleged failure to
properly maintain apartments and to correct allegedly hazardous
conditions.  The debtor asserted that the proceeding involved
rents that were the life blood of any reorganization effort and
was one over which the court could exercise "core" jurisdiction.
However, the proceeding involved complex issues of a predominantly
state law nature, for which a specialized tribunal had been
established which offered parties a summary process to promptly
address the issues presented, and that had the ability to
coordinate with New York City agencies to obtain necessary
information, including an inspection of the premises.  In re Taub,
--- B.R. ----, 2009 WL 3055233, 52 Bankr. Ct. Dec. 48 (Bankr.
E.D.N.Y.) (Stong, J.).

Chapter 11 debtor in possession and landlord Chana Taub is suing
(Bankr. E.D.N.Y. Adv. Pro. No. 09-1277) three gentlemen who are
tenants in an apartment building located at 1259 52nd Street in
Brooklyn.  She alleges that the Defendants have not paid the rent
and seeks an accounting, the payment of the unpaid rent, and if
the rent is not paid, an order of eviction.  The Defendants deny
that they are liable for any back rent, and assert counterclaims
for relief including compensatory and punitive damages.  Judge
Stong will let the state court sort out the dispute.

Chana Taub filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-44210) on July 1, 2008, and is represented by Dennis W. Houdek,
Esq., in Manhattan.


CHARTER COMMS: Bank Debt Trades at 9.3% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications, Inc., is a borrower traded in the secondary market
at 90.70 cents-on-the-dollar during the week ended Oct. 30, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.65
percentage points from the previous week, The Journal relates.
The loan matures on March 6, 2014.  The Company pays 262.5 basis
points above LIBOR to borrow under the facility.  Moody's has
withdrawn its rating, while Standard & Poor's has assigned a
default rating, on the bank debt.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

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

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

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

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

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


CHINA MEDIAEXPRESS: Receives Delisting Notice from NYSE Amex
------------------------------------------------------------
China MediaExpress Holdings, Inc. on October 29 diclosed that on
October 23, 2009 it received a letter from NYSE Amex LLC
indicating that as it had undergone through a reverse merger for
purposes of Section 341 of the AMEX Company Guide (which required
the satisfaction of AMEX's initial listing standards at the time
of closing), the post-reverse merger entity failed to satisfy one
or more of such criteria, and its securities are therefore subject
to being delisted from AMEX.  Specifically, Section 102 (a) of the
Company Guide requires a minimum public distribution of 500,000
shares of common stock together with a minimum of 800 public
shareholders or a minimum public distribution of 1,000,000 shares
of common stock together with a minimum of 400 public
shareholders.

The Company's common stock is now subject to immediate delisting
proceedings, unless it requests a hearing before a NYSE Amex panel
not later than October 30, 2009.  The Company is planning to
appeal this determination and request such a hearing before a
committee of AMEX.  There can be no assurance CME's request for
continued listing will be granted.

                             About CME

CME, through contractual arrangements with Fujian Fenzhong, an
entity majority owned by CME'S former majority shareholder,
operates the largest television advertising network on inter-city
express buses in China.  While CME has no direct equity ownership
in Fujian Fenzhong, through the contractual agreements CME
receives the economic benefits of Fujian Fenzhong's operations.
Fujian Fenzhong generates revenue by selling advertisements on its
network of television displays installed on over 18,000 express
buses originating in thirteen of China's most prosperous regions,
including the five municipalities of Beijing, Shanghai, Guangzhou,
Tianjin and Chongqing and eight economically prosperous provinces,
namely Guangdong, Jiangsu, Fujian, Sichuan, Hebei, Anhui, Hubei
and Shandong which generate nearly half of China's GDP.


CHRISTO BARDIS: Higgins Ranch Project Auctioned Off
---------------------------------------------------
Layla Bohm at Lodi News-Sentinel reports that Christo Bardis and
John D. Reynen's Higgins Ranch project has been put up for
auction, with a minimum price of $750,000, an amount lower than
the $3.2 million that the developers had sought when they placed
it on the market and lower than the reserve in a spring auction,
which had set the minimum bid at less than $1.2 million.  Higgins
Ranch, says News-Sentinel, is being leased to a dairy farmer and
is making $841 a month.  News-Sentinel relates that buyers have
until November 18 to submit sealed bids.

Real estate broker Christo Bardis filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Eastern District of California,
Sacramento, on Oct. 15, 2008 (Case No. 08-34878).  Mr. Bardis is
co-founder of homebuilder Reynen & Bardis Communities.  David M.
Meegan, Esq., at Meegan, Hanschu & Kassenbrock, represents Mr.
Bardis as counsel.

Partner John D. Reynen filed for bankruptcy on April 23, 2008, in
Sacramento (Case No. 08-25145) to avert Bank of the West's
foreclosure of his personal property securing a $26 million loan.
Messrs. Reynen and Bardis guaranteed at least $740 million used by
their company that was obtained from several creditors but failed
to repay the loan, according to the Troubled Company Reporter on
April 25, 2008.

Mr. Bardis owes as much as $582,593,701 in loans to his unsecured
creditors including, among others, Wells Fargo Bank owed
$81,082,143; Indymac Bank owed $70,233,564; Comerica owed
$52,235,143.

Mr. Reynen disclosed in its filing assets between $50 million and
$100 million, and debts between $500 million and $100 million.  He
owes $286,616,222 to his unsecured creditors including Lennar
Rennaissance Inc. asserting $47,000,000 in trade debt; Wells Fargo
asserting $29,387,928 in bank loan; and Indymac Bank asserting
$26,833,087 in bank loan.

Howard S. Nevins, Esq., at Hefner, Stark & Marols, LLP, in
Sacramento, California, represents Mr. Reynen.

Both cases are assigned to the Hon. Christopher M. Klein.


CIB MARINE: Wins Confirmation of Reorganization Plan
----------------------------------------------------
CIB Marine Bancshares, Inc. disclosed that the federal bankruptcy
court has confirmed the company's pre-packaged plan of
reorganization under Chapter 11 of the United States Bankruptcy
Code.  Holding company officials said the court's approval of the
plan -- which involves exchanging shares of its preferred stock
for the debentures issued by the holding company in conjunction
with its trust preferred securities offerings -- paves the way for
CIB Marine Bancshares to emerge from Chapter 11 in a stronger
position.

"The court's confirmation of our plan of reorganization is very
good news for the holding company and its shareholders," said John
Hickey, Jr., chairman and CEO of CIB Marine Bancshares, Inc.,
which filed the pre-packaged plan in Federal Bankruptcy Court in
Milwaukee in September.  "The plan the court confirmed is what we
proposed and what was approved by a vote of our trust preferred
securities holders.  The court's approval will allow our holding
company to move forward with an orderly and efficient
reorganization process."

CIB Marine Bancshares, Inc. is the holding company for the bank
that operates as Central Illinois Bank in mid-state Illinois and
as Marine Bank in the Milwaukee area, Indianapolis and Scottsdale.
The bank and its branches are not affected by the holding
company's reorganization efforts, Mr. Hickey said.

"Our bank remains fully committed to meeting the ongoing needs of
our valued customers, and the restructuring of the holding company
will have no direct impact on the operations of the bank," Mr.
Hickey said, adding that the bank is regulated separately from the
holding company by both federal and state regulators.  "The bank
remains adequately capitalized, and its accounts are insured up to
applicable limits by the FDIC."

Earlier this summer, the company proposed a plan to reduce
expenses, lessen debt and strengthen the company by effectively
converting debt issued in conjunction with its trust preferred
securities offerings into equity in the form of its non-cumulative
perpetual preferred stock.

Mr. Hickey said work would begin immediately on implementation of
the plan.  "We are pleased that the judge saw the benefits of our
proposed plan of reorganization," he said, "and we look forward to
putting the plan into action and to emerging from this process as
a stronger, more successful holding company."

CIB Marine Bancshares, Inc. -- http://www.cibmarine.com -- is a
one-bank holding company with 17 banking offices in central
Illinois, Wisconsin, Indiana and Arizona.


CIT GROUP: Files for Chapter 11 with Prepackaged Plan
-----------------------------------------------------
CIT Group Inc. on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.

Importantly, none of CIT's operating subsidiaries, including CIT
Bank, a Utah state bank, will be included in the filings.  As a
result, all operating entities are expected to continue normal
operations during the pendency of the cases.

All classes voted to accept the prepackaged plan and all were
substantially in excess of the required thresholds for a
successful vote.  Approximately 85% of the Company's eligible debt
participated in the solicitation, and nearly 90% of those
participating supported the prepackaged plan of reorganization.

Similarly, approximately 90% of the number of debtholders voting,
both large and small, cast affirmative votes for the prepackaged
plan. The conditions for consummating the exchange offers were not
met.

Accordingly, CIT's Board of Directors approved the Company to
proceed with the voluntary filings for CIT Group Inc. and CIT
Group Funding Company of Delaware LLC with the U.S. Bankruptcy
Court for the Southern District of New York.

Due to the overwhelming and broad support from its debtholders,
the Company is asking the Court for a quick confirmation of the
approved prepackaged plan.  Under the plan, CIT expects to reduce
total debt by approximately $10 billion, significantly reduce its
liquidity needs over the next three years, enhance its capital
ratios and accelerate its return to profitability.

"The decision to proceed with our plan of reorganization will
allow CIT to continue to provide funding to our small business and
middle market customers, two sectors that remain vitally important
to the U.S. economy," said Jeffrey M. Peek, Chairman and CEO. "We
are enormously appreciative of the extraordinary support we have
received from our many constituencies. This market-based solution
allows CIT to enter into the reorganization process well-prepared
and positioned for a swift emergence. I want to thank our
customers for their support and express my gratitude to our
employees whose dedication and hard work are crucial to the future
of CIT. We also acknowledge our constructive working relationship
with our regulators and look forward to their continued guidance
as we move through this process."

For more than 100 years, CIT has provided much needed capital to
small business and middle market customers. These two sectors play
a vital role in the U.S. economy and in overall employment and job
creation, representing more than 90 million employees. CIT is the
leading provider of financing to the retail sector and to women-,
minority- and veteran-owned small businesses. Over one million
customers depend on CIT to provide the financing needed to run
their businesses. In addition to being one of the largest
independent leasing companies in the U.S., CIT maintains the
following leadership positions among others:

    * #1 factoring company in the U.S.;
    * 3rd largest railcar lessor in the U.S.; and
    * 3rd largest aircraft lessor in the world.

CIT has expanded its $3 billion senior secured credit facility by
an additional $4.5 billion on October 28, 2009. These funds,
supplemented by cash generated from operations, will allow us to
meet clients' needs and to satisfy customary obligations
associated with the daily operation of its businesses during the
confirmation process. CIT has also secured an incremental $1
billion committed line of credit to provide supplemental liquidity
as it pursues that plan.

In conjunction with the bankruptcy, CIT has filed a number of
first day motions that will allow it to continue to operate in the
ordinary course during the confirmation process.  These motions
include requests to continue the payment of wages, salaries and
other employee benefits.  Additionally, the Company filed a motion
seeking the necessary relief from the Court to pay its vendors and
certain other creditors in full.

Under the proposed prepackaged plan of reorganization, all
existing common and preferred stock will be cancelled upon
emergence.

The original CIT Group Inc. offers launched on October 1, 2009
have expired.  Securities tendered in these offers will be
released into their original CUSIP numbers as soon as practicable.

Securities tendered in connection with offers that have not yet
expired, certain long-term notes maturing after 2018 and the
Delaware Funding offers, are being retained in the CUSIP numbers
for those offers; however, these securities can be withdrawn from
the offers and returned to the original CUSIP number for trading.
Any withdrawn securities can be re-tendered until the expiration
date.

                   Goldman and Icahn Deals

CIT Group was promptly expected to file for a prepackaged
bankruptcy after striking deals with billionaire Carl Icahn and
Goldman Sachs Group Inc.

The deals with Mr. Icahn and Goldman were disclosed October 30,
the day after a deadline passed for CIT to solicit votes in
support of either a $30 billion out- of-court debt exchange or a
prepackaged bankruptcy.  CIT is seeking to reduce debt by at least
$5.7 billion after being locked out of credit markets it relies on
for funding and posting nine quarters of losses totaling more than
$5 billion.

"CIT has gotten its ducks in a row for filing," Adam Steer, an
analyst with CreditSights Inc. in New York, said in a telephone
interview with Bloomberg. "They can hopefully get out of the
bankruptcy court faster, which may be better for debt
recoveries."

Under the prepackaged plan, CIT bondholders will get 70 cents on
the dollar in the form of new notes and equity in the reorganized
company.  If CIT is forced into a "free-fall" bankruptcy,
unsecured claims may fetch as little as 6 cents on the dollar,
according to Jeffrey Peek, the Company's chief executive officer.

-- Icahn Deal

CIT Group on October 30 said it has entered into an agreement with
Carl Icahn to support its restructuring plan and secured an
incremental US$1 billion committed line of credit from Icahn
Capital LP to provide supplemental liquidity for CIT as it pursues
that plan.

This new line of credit may be drawn by the Company on or prior to
December 31, 2009, subject to definitive documentation and other
customary conditions, and may be drawn as debtor-in-possession
financing in the event of bankruptcy.  Together with CIT's US$4.5
billion expansion facility, announced on October 28, 2009, and
other available sources of liquidity, the line of credit will
further enhance CIT's liquidity during the execution of its
restructuring plan and ensure its ability to serve its existing
small business and middle market customers.

Mr. Icahn, who says he's CIT largest bondholder with $2 billion of
its debt, initially opposed CIT's plan, contending the investments
were worth more in a traditional bankruptcy.

CIT's agreement to "give control to the noteholders" and an
accelerated process for appointing directors "significantly
improve corporate governance and cash flow protections, and are
positive for the company and all noteholders," Icahn said in a
statement Oct. 30, explaining why he changed his vote in favor

"Icahn had two goals in mind: Influence over the board and
participation in the expansion loan facility," said Kevin Starke,
an analyst at CRT Capital Group LLC in Stamford, Connecticut, said
in a telephone interview with Bloomberg. "He's won on both
counts."

According to Bloomberg, Icahn Associates Corp. is the largest
shareholder of American Railcar Industries Inc., which depended on
CIT for 31 percent of its business as of June 30, according to
data compiled by Bloomberg. Icahn is chairman of the St. Charles,
Missouri-based railcar maker.

-- Goldman Deal

CIT Group said in an October 30 regulatory filing that CIT
Financial Ltd., a wholly owned subsidiary, has reached an
agreement to amend its $3 billion securities-based financing
facility with Goldman Sachs International.  Pursuant to the
amendment, the commitment amount of the GSI Facility has been
reduced to $2.125 billion, effectively eliminating the currently
unused portion of the facility, and CFL has agreed to post
additional collateral to secure amounts due to GSI under the GSI
Facility.  In connection with the reduction of the commitment
amount of the GSI Facility, CFL made a payment of approximately
$285 million representing the proportional termination fee payment
to GSI as required for any such reduction under the original terms
of the GSI Facility.

CFL has initially posted additional collateral in the amount of
$250 million, which amount will fluctuate over time pursuant to
the terms of the amendment. In consideration of these amendments
to the GSI Facility, and subject to certain additional terms, GSI
has agreed to forbear from exercising its right to terminate the
GSI Facility to the extent that such right arises from a
bankruptcy of CIT, which guarantees the obligations of CFL under
the GSI Facility.  The forbearance agreement is subject to
specified limitations as to the nature and duration of the
bankruptcy proceedings affecting CIT and continued compliance by
CFL with the other terms of the GSI Facility, and during any
bankruptcy proceedings additional financing may not be obtained
under the GSI Facility.  No amendment fee was paid to GSI under
the terms of the amendment.  All other material terms of the GSI
Facility remain unchanged, including the facility fee in the
amount of 285 basis points.

                        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.

Evercore Partners, Morgan Stanley and FTI Consulting are the
Company's financial advisors and Skadden, Arps, Slate, Meagher &
Flom LLP is legal counsel in connection with the restructuring
plan.  Sullivan & Cromwell is legal advisor to CIT's Board of
Directors.

Houlihan Lokey Howard & Zukin Capital, Inc. serves as financial
advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP serves
as legal counsel to the Lender Steering Committee.

Kurtzman Carson Consultants serves as claims and notice agent.


CIT GROUP: Icahn Switches Vote, Now Backs Prepack Chapter 11
------------------------------------------------------------
Carl C. Icahn announced October 30 that he is changing his vote in
favor of CIT's proposed pre-packaged plan of reorganization due to
material enhancements which have been made.  In addition, he
stated that he has agreed to provide a stand-by commitment for up
to $1 billion in senior secured financing to the company.
However, Icahn stated that the upfront cost to the company for the
$1 billion of financing could be as much as 40% lower than the
company paid to certain large noteholders for an equivalent $1
billion of financing in a loan entered into by the company and
these large noteholders on October 28th.

Mr. Icahn also announced that for the bondholders that voted
against the pre-packaged plan at his request, he will modify the
terms of his tender offer so that now, whether or not the Exchange
Offer/Prepackaged Plan fails, they will still be protected at $600
per note for 30 days.  He plans to commence his 30 day tender
offer promptly.

In making the announcement, Mr. Icahn stated: "We are pleased that
CIT has made a number of changes as a result of our labors.  Most
importantly, CIT has now agreed to give control to the
noteholders.  The changes include the accelerated process for
appointing new directors.  CIT has also agreed to important
enhancements to the second lien covenants.  These changes
significantly improve corporate governance and cash flow
protections, and are positive for the company and all noteholders.
Since CIT first launched its plan we have been very vocal, both
publicly and privately, about the plan's deficiencies and our
proposed solutions. The company has since made a number of
modifications to the plan, which we believe protect noteholders
and will likely provide a greater recovery on their investment. As
a result, we have agreed to change our vote in favor of the pre-
packaged plan. We are grateful to the company and its advisors for
working constructively to improve the plan."

"In addition, we are happy to assist the company through our $1.0
billion loan commitment. The commitment will provide additional
liquidity at a significant cost saving to the company."

"Finally, in order to protect noteholders who own the notes for
which we will tender, we will not walk away from our tender offer
even if the prepackaged plan is passed. We have heard from
hundreds of small holders and we believe that they played an
important role in helping us to effect change. We want to make
sure that they feel like they were not disadvantaged by our now
supporting the plan.  Therefore, even if the plan is passed, we
will commence our tender to allow the holders of those notes
subject to our tender offer to tender them to us at a price of
$600 per $1,000 face value."

                         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.

Evercore Partners, Morgan Stanley and FTI Consulting are the
Company's financial advisors and Skadden, Arps, Slate, Meagher &
Flom LLP is legal counsel in connection with the restructuring
plan.  Sullivan & Cromwell is legal advisor to CIT's Board of
Directors.


CIT GROUP: Case Summary & 75 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: CIT GROUP
        505 Fifth Avenue
        New York, New York 10017

Bankruptcy Case No.: 09-16565

Debtor-affiliate filing separate Chapter 11 petition:

     Entity                                 Case No.
     ------                                 --------
CIT Group Funding Company of Delaware LLC   09-16566

Chapter 11 Petition Date: November 1, 2009

Court: United States Bankruptcy Court
       District of Delaware (Wilmington)

About the Business: CIT Group Inc. (NYSE: CIT) 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. See
                    http://www.cit.com/

Debtors' Counsel: J. Gregory Milmoe
                  Gregg M. Galardi
                  J. Gregory St. Clair
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  Four Times Square
                  New York, NY 10036
                  T: (212) 735-3000
                  F: (212) 735-2000
                  http://www.skadden.com/

Debtors'
Investment
Banker:           Evercore Group L.L.C.

Debtors'
Financial
Advisor:          FTI Consulting Inc.

Debtors'
Claims agent:     Kurtzman Carson Consultants LLC
                  2335 Alaska Avenue
                  El Segundo, CA 90245

Total Assets as of June 30, 2009: $71,019,200,000

Total Debts as of June 30, 2009: $64,901,200,000

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

             http://bankrupt.com/misc/delb09-16565.pdf

Debtor's List of 75 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Edward J. Bagley             Expansion Term       $7,500,000,000
Bank of America,             Facility
as administrative &
Collateral agent
Attn: Richard Piland
TX-1-492-14-11
901 Main Street
Dallas, TX 75202-3714
Tel. (214) 209-0987


Bank of New York,            Retail Bonds         $3,154,378,531
as trustee
101 Barclay Street
FL8W
New York, NY 10286
Tel: (212) 495-1784

Canadian Sr. Unsecured       Guarantee            $2,144,000,000
Notes
Larry O'Brien Vice President
The Bank of New York Mellon
101 Barclay Street, 8W
New York, New York 10286
Tel: (212) 815-5995

Citibank NA, as              Bank Debt            $2,100,933,533
Administrative agent         0.94% Due 2010
AnneMarie Pavco
2 Penns Way Suite 200
Newcastle, De 19720
Tel: (302) 323-3900

Goldman Sachs Swap           Guarantee            $1,934,565,000
Agreement
Attn: Credit Derivatives    
Middle Office
85 Broad Street
New York, NY 10004
Tel: (212) 357-0167

The Bank of New York,        Bond 7.63% due       $1,318,245,100
as trustee                   2012
101 Barclay Street
FL8W
New York, NY 10286
Tel: (212) 495-1784

The Bank of New York,        Bond 12.00% due      $1,199,946,308
as trustee                   2018
101 Barclay Street
FL8W
New York, NY 10286
Tel: (212) 495-1784

The Bank of New York,        Bond 4.25% due       $1,108,787,348
as trustee                   2011
101 Barclay Street
FL8W
New York, NY 10286
Tel: (212) 495-1784

ABN Amro Bank                Guarantee            $1,063,000,000
250 Bishopsgate
London, England EC2M 4AA
Tel: (44) 207-678-8000

The Bank of New York,         Bond 0.76%           $1,000,571,245
as trustee                    Due 2012
101 Barclay Street
FL8W
New York, NY 10286
Tel: (212) 495-1784

Citibank NA                  Bank Debt            $1,000,406,379
Annemarie Pavco              0.64% Due 2011
2 Penns Way Suite 200
Newcastle, DE 19720
Tel: (302) 323-3900

The Bank of New York,        Bond 5.5% Due 2014     $827,716,230
As Trustee

The Bank of New York,        Bond 6.1% Due 2067     $778,899,131
As Trustee

The Bank of New York,        Bond 4.75% Due 2010    $763,458,333
As Trustee

The Bank of New York,        Bond 4.25% Due 2010    $757,968,750
As Trustee
The Bank of New York,        Bond 5.60% Due 2011    $750,466,667
As Trustee

The Bank of New York,        Bond 1.61% Due 2011    $737,337,807
As Trustee

The Bank of New York,        Bond 1.65% Due 2013    $736,835,548
As Trustee

The Bank of New York,        Bond 4.65% Due 2016    $701,318,362
As Trustee

The Bank of New York,        Bond 5.00% Due 2014    $697,968,594
As Trustee

The Bank of New York,        Bond 3.80% Due 2012    $686,456,753
As Trustee

The Bank of New York,        Bond 5.00% Due 2015    $679,530,263
As Trustee

The Bank of New York,        Bond 5.00% Due 2014    $679,026,281
As Trustee

The Bank of New York,        Bond 1.35% Due 2011    $669,540,307
As Trustee



The Bank of New York,        Bond 1.17% Due 2012    $655,261,289
As Trustee

The Bank of New York,        Bond 5.13% Due 2014    $640,992,932
As Trustee

The Bank of New York,        Bond 5.50% Due 2016    $631,825,555
As Trustee

The Bank of New York,        Bond 4.25% Due 2015    $623,192,878
As Trustee

The Bank of New York,        Bond 1.35% Due 2011    $669,540,307
As Trustee

The Bank of New York,        Bond 5.40% Due 2016    $612,420,551
As Trustee

The Bank of New York,        Bond 5.80% Due 2011    $558,240,833
As Trustee

The Bank of New York,        Bond 5.65% Due 2017    $554,796,498
As Trustee

The Bank of New York,        Bond 5.20% Due 2010    $512,855,556
As Trustee

The Bank of New York,        Bond 4.13% Due 2009    $510,197,917
As Trustee

The Bank of New York,        Bond 5.15% Due 2017    $510,018,361
As Trustee

The Bank of New York,        Bond 5.38% Due 2010    $502,558,669
As Trustee

The Bank of New York,        Bond 5.40% Due 2013    $487,432,480
As Trustee

The Bank of New York,        Bond 5.40% Due 2012    $485,611,953
As Trustee

The Bank of New York,        Bond 1.31% Due 2010    $474,905,979
As Trustee

The Bank of New York,        Bond 5.85% Due 2016    $394,459,709
As Trustee

Computershare Trust Co.      Bond 4.72% Due 2011    $373,709,471
of Canada, as Trustee

The Bank of New York,        Bond 5.80% Due 2036    $317,542,406
As Trustee

The Bank of New York,        Bond 6.00% Due 2036    $310,566,105
As Trustee

The Bank of New York,        Bond 6.88% Due 2009    $310,312,500
As Trustee

Citibank China Facility      Guarantee              $295,016,602
Due 2010

The Bank of New York,        Bond 1.01% Due 2012    $290,928,481
As Trustee

The Bank of New York,        Bond 1.32% Due 2011    $280,245,695
As Trustee

Australian Sr. Unsecured     Guarantee              $272,161,338
Notes

The Bank of New York         Bond 7.75% Due 2012    $261,266,984
As Trustee

Mizuho Corporate Bank, NY,   Bond 0.90% Due 2010    $223,164,091
As Trustee

The Bank of New York         Bond 2.83% Due 2036    $222,686,764
As Trustee

The Bank of New York         Bond 7.75% Due 2015    $203,028,312
As Trustee

The Bank of New York         Bond 0.77% Due 2010    $150,073,024
As Trustee

The Bank of New York         Bond 1.55% Due 2011    $115,119,454
As Trustee

The Bank of New York         Bond 0.85% Due 2009    $113,066,780
As Trustee

Mizuho Corporate Bank,       Bond 1.42% Due 2011    $100,043,399
Ltd., as Trustee

Paying Agency Mandate        Bond 0.49% Due 2010    $97,541,455

The Bank of New York, as     Bond 1.48% Due 2011    $65,731,240
Trustee

The Bank of New York, as     Bond 0.57% Due 2017    $50,008,014
Trustee

Paying Agency Mandate        Bond 2.75% Due 2010    $49,631,218

The Bank of New York, as     Bond 0.92% Due 2016    $34,463,483
Trustee

JPMorgan Chase Bank, N.A     Derivative Mark to     $7,574,178
                             Market Balance as of
                             10/22/09

The Bank of New York         Guarantee              $5,000,000

The Bank of New York         Guarantee              $5,000,000
Mellon

Banco De Credito Facility    Guarantee              $2,504,092

Jeffrey D. Simon             Unpaid Severance       $7,764,750

Bancolumbia Facility         Guarantee              $1,268,379

Sun Life                     Guarantee              $1,233,757

Mindtree Consulting Ltd.     Vendor                 $1,100,000

Lawrence A. Marsiello        Unpaid Severance       $976,560

Mercer Human Resource        Vendor                  $600,000
Consulting Inc.

Markit WSO Corporation       Vendor                  $600,000

Timothy Bennet               Unpaid Severance        $443,750

Buck Consultants             Vendor                  $400,000

Adecci USA Inc.              Vendor                  $400,000

Prudential Insurance of      Vendor                  $265,000
America
                                                  ---------------
                             TOTAL                $45,311,594,912

List of Holders of Stock in Excess of 5% as of Feb. 15, 2009:

  Entity                                    Stake
  ------                                    -----
  FMR LLC                                   9.90%
  Brandes Investment Partners LP            9.70%
  Franklin Mutual Advisors LLC              5.70%

The petition was signed by Robert J. Ingato, executive vice
president and general counsel.


CITIZENS NATIONAL BANK: Closed; U.S. Bank Assumes All Deposits
--------------------------------------------------------------
The Federal Deposit Insurance Corporation entered into a purchase
and assumption agreement with U.S. Bank, NA, of Minneapolis,
Minnesota, a wholly-owned subsidiary of U.S. Bancorp, to assume
all of the deposits and essentially all of the assets of nine
failed banks.  The nine banks were closed October 30 by federal
and state bank regulators, which appointed the FDIC as receiver.

The nine banks involved in the transaction are: Bank USA, National
Association, Phoenix, Arizona; California National Bank, Los
Angeles, California; San Diego National Bank, San Diego,
California; Pacific National Bank, San Francisco, California; Park
National Bank, Chicago, Illinois; Community Bank of Lemont,
Lemont, Illinois; North Houston Bank, Houston, Texas; Madisonville
State Bank, Madisonville, Texas; and Citizens National Bank,
Teague, Texas.  As of September 30, 2009, the banks had combined
assets of $19.4 billion and deposits of $15.4 billion.

The nine banks had 153 offices, which will reopen as branches of
U.S. Bank beginning tomorrow during their normal business hours.
Depositors of the nine banks will automatically become depositors
of U.S. Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branches until U.S. Bank can
fully integrate the deposit records of the nine failed banks.

The FDIC and U.S. Bank entered into a loss-share transaction on
approximately $14.4 billion of the combined purchased assets of
$18.2 billion.  U.S. Bank will share in the losses on the asset
pools covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can contact the
FDIC as follows:

Failed Bank

(a) Bank USA, National Association
1-800-913-3062
http://www.fdic.gov/bank/individual/failed/bankusa-az.html

(b) California National Bank
1-800-913-5861
http://www.fdic.gov/bank/individual/failed/calnational.html

(c) San Diego National Bank
1-800-517-1839
http://www.fdic.gov/bank/individual/failed/sandiegonational.html

(d) Pacific National Bank
1-800-508-8289
http://www.fdic.gov/bank/individual/failed/pacificnational-ca.html

(e) Park National Bank
1-800-450-5668
http://www.fdic.gov/bank/individual/failed/park-il.html

(f) Community Bank of Lemont
1-800-528-6357
http://www.fdic.gov/bank/individual/failed/community-lemont.html

(g) North Houston Bank
1-800-501-1872
http://www.fdic.gov/bank/individual/failed/northhouston-tx.html

(h) Madisonville State Bank
1-800-913-3053
http://www.fdic.gov/bank/individual/failed/madisonville-tx.html

(i) Citizens National Bank
1-800-517-1843
http://www.fdic.gov/bank/individual/failed/citizens-teague.html

The nine banks were subsidiaries of FBOP Corporation, Oak Park,
Illinois.  FBOP Corporation was not closed and was not subject to
the October 30 actions.

FBOP is run by Michael Kelly, who from his base in the Chicago
suburbs snapped up banks in San Diego, Los Angeles, Houston, and
San Francisco. He started in 1990 with First Bank of Oak Park,
which had $125 million in assets.

The FDIC's Board of Directors issued notices of assessment of
cross guaranty liability against Park National Bank and Citizens
National Bank.  Under statutory authority, the FDIC may assess
affiliated banks for losses incurred by the Deposit Insurance Fund
(DIF) from the failure of other banks, such as those owned by FBOP
Corporation.  Congress granted the FDIC authority in 1989 to
reduce the cost to the DIF for the resolution of affiliated
institutions owned by the same company. The two banks were unable
to pay the amounts assessed and were closed by their chartering
authorities.

The FDIC estimates that the cost of the nine banks to the DIF will
be a combined $2.5 billion. U.S. Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. The failure of the nine banks brings the
nation's total number this year to 115.

By number, banks in Georgia account for one-fifth of all U.S.
banks closing this year, with 20 failures, followed by Illinois
with 19, California with 13, and Florida with nine.


CITY OF PRICHARD: Robert Hedge to Seek Explanations on Fin'l State
------------------------------------------------------------------
Steve Alexander at WKRG reports that Robert Hedge, the attorney
for a group of retired Prichard city workers, said that he will be
filing a court motion to get some answers about the city's
financial situation.  According to WKRG, Mr. Hedge believes that
Prichard city officials may have money to pay retired workers who
didn't get their pension checks this month, as a copy of the city
budget shows a budget reserve of almost $700,000.

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.


CITY OF PRICHARD: Voluntary Chapter 9 Case Summary
--------------------------------------------------
Debtor: City of Prichard, Alabama
        c/o R. Scott Williams
        Haskell Slaughter Young & Rediker, LLC
        2001 Park Place North
        1400 Park Place Tower
        Birmingham,, AL 35203
        Tel: (205) 251-1000

Bankruptcy Case No.: 09-15000

Chapter 11 Petition Date: October 27, 2009

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: R. Scott Williams, Esq.
                  Haskell Slauther Young & Rediker LLC
                  2001 Parkplace North
                  1400 Parkplace Tower
                  Birmingham, AL 35203
                  Tel: (205) 251-1000
                  Email: rsw@hsy.com

Estimated Assets: $10 million and $50 million

Estimated Debts: $10 million and $50 million

The Debtor has yet to file a list of 20 largest unsecured
creditors.

The petition was signed by Mayor Ron Davis.


COMDISCO HOLDINGS: Litigation Against Former Officers Dimissed
--------------------------------------------------------------
Comdisco Holding Company, Inc. disclosed that the pending
litigation against certain of the former directors and officers of
Comdisco, Inc., Collins et. al. v. Pontikes et. al., Case no. 2006
L 1006 in the Circuit Court of Cook County, Illinois, was
voluntarily dismissed with prejudice by the judge on October 28,
2009 pursuant to a Stipulation and Agreed Order of Voluntary
Dismissal With Prejudice.  The litigation was reported in
Comdisco's Form 10-Q and Form 10-K filings as the "SIP Joinder
Action".  The nominal settlement amount was paid by the former
Comdisco, Inc.'s directors and officers insurance policy coverage.

Comdisco emerged from Chapter 11 bankruptcy proceedings on
August 12, 2002.  The purpose of reorganized Comdisco is to sell,
collect or otherwise reduce to money in an orderly manner the
remaining assets of the corporation.  Pursuant to Comdisco's plan
of reorganization and restrictions contained in its certificate of
incorporation, Comdisco is specifically prohibited from engaging
in any business activities inconsistent with its limited business
purpose.  Accordingly, within the next few years, it is
anticipated that Comdisco will have reduced all of its assets to
cash and made distributions of all available cash to holders of
its common stock and contingent distribution rights in the manner
and priorities set forth in the Plan.  At that point, the company
will cease operations.  The company filed on August 12, 2004 a
Certificate of Dissolution with the Secretary of State of the
State of Delaware to formally extinguish Comdisco Holding Company,
Inc.'s corporate existence with the State of Delaware except for
the purpose of completing the wind-down contemplated by the Plan.


COMMSCOPE INC: Bank Debt Trades at 3.55% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which CommScope, Inc.,
is a borrower traded in the secondary market at 96.45 cents-on-
the-dollar during the week ended Oct. 30, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.95 percentage points from
the previous week, The Journal relates.  The loan matures on Nov.
6, 2014.  The Company pays 250 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's Ba2 rating and
Standard & Poor's BB rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

As reported by the Troubled Company Reporter on June 19, 2009,
Moody's changed CommScope, Inc.'s outlook to stable from negative
following completion of the company's recent capital market
transactions.  Moody's concurrently affirmed the Ba3 corporate
family and probability of default ratings and revised the senior
secured debt ratings to Ba2 from Ba3 as a result of the material
change in capital structure.  The change includes issuance of new
common equity and new convertible notes (unrated), induced
conversion of existing convertible notes, loosening of financial
covenants and the pay down of about $400 million of senior secured
debt.  Post this activity, CommScope's leverage (Moody's adjusted
and pro forma as of the quarter ended March 31, 2009) is
approximately 3.1x, though likely to rise in subsequent quarters.

CommScope continues to face a challenging macroeconomic
environment and revenue and EBITDA are expected to remain below
prior year levels through 2009.  However, the capital structure
improvements, alleviation of near term covenant tightness and the
company's ongoing cost reductions remove some of the primary
pressures that led to the negative outlook.

On May 22, 2009, the TCR stated that Standard & Poor's affirmed
its ratings on CommScope, Inc., including the 'BB- 'corporate
credit rating.  S&P removed the ratings from CreditWatch, where
they had been placed with negative implications on March 5, 2009.
Debt outstanding at March 31, 2009, totaled about $1.8 billion.
The outlook is stable.

At the same time, S&P raised its issue-level ratings on
CommScope's $2.5 billion senior secured credit facility and
revised the recovery rating to '2' from '3'.  The '2' recovery
rating indicates expectations for substantial (70%-90%) recovery
in the event of a payment default.  The revised recovery rating
reflects the prepayment of approximately more than $800 million of
first-lien term loan debt over the past year, which reduces total
outstanding debt in S&P's projected year of default.

S&P also assigned a 'B' rating and a '6' recovery rating to
$200 million of senior subordinated convertible notes due 2015.
The '6' recovery rating indicates S&P's expectation for negligible
(0%-10%) recovery in the event of a payment default.  Proceeds
from the notes, along with approximately $200 million of
additional proceeds from a proposed equity offering, will be used
to repay $400 million of senior secured term loan borrowings.

"The affirmation reflects our expectation that CommScope's recent
amendment of its senior secured credit facility's financial
maintenance covenants," said Standard & Poor's credit analyst
Susan Madison, "coupled with debt paydown, provides sufficient
covenant headroom to withstand a challenging operating environment
over the next year."

CommScope, Inc., headquartered in Hickory, North Carolina, is a
leading global provider of wired and wireless connectivity
solutions targeted towards cable and telecom service providers as
well as the enterprise market.


COMMUNICATION INTELLIGENCE: Posts $2,575,000 Loss in Third Quarter
------------------------------------------------------------------
Communication Intelligence Corporation reported a net loss of
$2,575,000 on total revenues of $877,000 for the three months
ended September 30, 2009, compared with a net loss of $776,000 on
total revenues of $721,000 in the same period in the prior year.

The operating loss for the three months ended September 30, 2009,
before interest expense and amortization of the loan discount and
deferred financing cost, was $365,000 compared to $487,000 in the
prior year, a decrease of 25%.

Non-operating expense for the three months ended September 30,
2009, was $2,210,000 an increase of $1,921,000 compared to
$289,000 for the corresponding prior year period.  This increase
is primarily attributable to non-cash loan amortization and
deferred financing cost associated with the warrants issued in May
2009, and a $1,529,000 loss related to the derivative liability
due to an increase in the market price of the Company's common
shares from June 30, 2009, through September 30, 2009.

For the nine months ended September 30, 2009, the Company had a
net loss of $6,678,000 on total revenues of $1,527,000, compared
with a net loss of $3,090,000 on total revenues of $1,558,000 in
the corresponding period last year.

At September 30, 2009, the Company's consolidated balance sheet
showed $6,109,000 in total assets and $10,280,000 in total
liabilities, resulting in a $4,171,000 stockholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,367,000 in total current
assets available to pay $1,454,000 in total current liabilities.

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?47df

                       Going Concern Doubt

On March 10, 2009, GHP Horwath, P.C., in Denver, Colorado,
expressed substantial doubt about Communication Intelligence
Corporation's ability to continue as a going concern after
auditing the Company's consolidated financial statements as of and
for the years ended December 31, 2008, and 2007.  GHP Horwath
pointed to the Company's significant recurring operating losses
and accumulated deficit.

At September 30, 2009, the Company's accumulated deficit was
approximately $99,090,000.  At September 30, 2009, the Company had
a working capital deficit of $87,000, including cash and cash
equivalents of $631,000.

                 About Communication Intelligence

Based in Redwood Shores, Calif., Communication Intelligence
Corporation (OTC BB: CICI) -- http://www.cic.com/-- develops and
markets electronic signature solutions for business process
automation and biometric signature verification.


COMMUNITY BANK OF LEMONT: Closed; U.S. Bank Assumes All Deposits
----------------------------------------------------------------
The Federal Deposit Insurance Corporation entered into a purchase
and assumption agreement with U.S. Bank, NA, of Minneapolis,
Minnesota, a wholly-owned subsidiary of U.S. Bancorp, to assume
all of the deposits and essentially all of the assets of nine
failed banks.  The nine banks were closed October 30 by federal
and state bank regulators, which appointed the FDIC as receiver.

The nine banks involved in the transaction are: Bank USA, National
Association, Phoenix, Arizona; California National Bank, Los
Angeles, California; San Diego National Bank, San Diego,
California; Pacific National Bank, San Francisco, California; Park
National Bank, Chicago, Illinois; Community Bank of Lemont,
Lemont, Illinois; North Houston Bank, Houston, Texas; Madisonville
State Bank, Madisonville, Texas; and Citizens National Bank,
Teague, Texas.  As of September 30, 2009, the banks had combined
assets of $19.4 billion and deposits of $15.4 billion.

The nine banks had 153 offices, which will reopen as branches of
U.S. Bank beginning tomorrow during their normal business hours.
Depositors of the nine banks will automatically become depositors
of U.S. Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branches until U.S. Bank can
fully integrate the deposit records of the nine failed banks.

The FDIC and U.S. Bank entered into a loss-share transaction on
approximately $14.4 billion of the combined purchased assets of
$18.2 billion.  U.S. Bank will share in the losses on the asset
pools covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can contact the
FDIC as follows:

Failed Bank

(a) Bank USA, National Association
1-800-913-3062
http://www.fdic.gov/bank/individual/failed/bankusa-az.html

(b) California National Bank
1-800-913-5861
http://www.fdic.gov/bank/individual/failed/calnational.html

(c) San Diego National Bank
1-800-517-1839
http://www.fdic.gov/bank/individual/failed/sandiegonational.html

(d) Pacific National Bank
1-800-508-8289
http://www.fdic.gov/bank/individual/failed/pacificnational-ca.html

(e) Park National Bank
1-800-450-5668
http://www.fdic.gov/bank/individual/failed/park-il.html

(f) Community Bank of Lemont
1-800-528-6357
http://www.fdic.gov/bank/individual/failed/community-lemont.html

(g) North Houston Bank
1-800-501-1872
http://www.fdic.gov/bank/individual/failed/northhouston-tx.html

(h) Madisonville State Bank
1-800-913-3053
http://www.fdic.gov/bank/individual/failed/madisonville-tx.html

(i) Citizens National Bank
1-800-517-1843
http://www.fdic.gov/bank/individual/failed/citizens-teague.html

The nine banks were subsidiaries of FBOP Corporation, Oak Park,
Illinois.  FBOP Corporation was not closed and was not subject to
the October 30 actions.

FBOP is run by Michael Kelly, who from his base in the Chicago
suburbs snapped up banks in San Diego, Los Angeles, Houston, and
San Francisco. He started in 1990 with First Bank of Oak Park,
which had $125 million in assets.

The FDIC's Board of Directors issued notices of assessment of
cross guaranty liability against Park National Bank and Citizens
National Bank.  Under statutory authority, the FDIC may assess
affiliated banks for losses incurred by the Deposit Insurance Fund
(DIF) from the failure of other banks, such as those owned by FBOP
Corporation.  Congress granted the FDIC authority in 1989 to
reduce the cost to the DIF for the resolution of affiliated
institutions owned by the same company. The two banks were unable
to pay the amounts assessed and were closed by their chartering
authorities.

The FDIC estimates that the cost of the nine banks to the DIF will
be a combined $2.5 billion. U.S. Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. The failure of the nine banks brings the
nation's total number this year to 115.

By number, banks in Georgia account for one-fifth of all U.S.
banks closing this year, with 20 failures, followed by Illinois
with 19, California with 13, and Florida with nine.


COMPETITIVE TECHNOLOGIES: MHM Mahoney Raises Going Concern Doubt
----------------------------------------------------------------
MHM Mahoney Cohen CPAs, in New York, N.Y., expressed substantial
doubt about Competitive Technologies, Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements as of and for the year July 31, 2009.  The
auditors pointed to the Company's operating losses since fiscal
year 2006.

At current reduced spending levels, the Company says it may not
have sufficient cash flow to fund operating expenses beyond the
second quarter of fiscal 2010.

The Company reported a net loss of $3,479,824 on revenues of
$348,240 for the year ended July 31, 2009, compared with a net
loss of $5,966,454 on revenues of $1,193,353 for the previous
fiscal year.  Included in revenues for 2009 is other income of
$71,000 which was primarily the proceeds on the sale of the
Company's flip chip patent.

Retained royalties for 2009 were $261,000, which was $712,000, or
73% lower than the $973,000 reported in 2008.  The main patent for
the Company's homocysteine assay expired in July 2007.  Revenue
in 2008 was primarily from unreported back royalties.  The Company
says it will not receive significant revenue from this technology
in the future.

Personnel and other direct expenses relating to revenues decreased
a net $1,178,000 or 37% in 2009, compared to 2008.

General and administrative expenses decreased a net $1,364,000 or
38% in 2009, compared to 2008.

2009 results include a $400,000 insurance recovery in settlement
of the Company's action against Federal Insurance to cover legal
fees and loss associated with the case involving Ben Marcovitch
and other co-defendents.

At July 31, 2009, the Company's consolidated balance sheets showed
$1,401,491 in total assets, $1,116,323 in total liabilities, and
$285,168 in total shareholders' interest.

A full-text copy of the Company's consolidated financial
statements for the year ended July 31, 2009, is available for free
at http://researcharchives.com/t/s?47d4

At July 31, 2009, the Company had no outstanding debt, and no
credit facility.

Based in Fairfield, Connecticut, Competitive Technologies Inc.
(AMEX: CTT) -- http://www.competitivetech.net/-- provides
distribution, patent and technology transfer, sales and licensing
services focused on the needs of its customers and matching those
requirements with commercially viable product or technology
solutions.  The Company earns revenue in two ways, from licensing
clients' and the Company's own technologies to the Company's
customer licensees, and in a business model that allows the
Company to share in the profits of distribution of finished
products.


CONMED CORPORATION: Moody's Affirms 'Ba3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of CONMED
Corporation, including the Ba3 Corporate Family Rating and Ba3
Probability of Default Rating.  The outlook remains stable.

CONMED's financial performance over the past twelve months has
been negatively impacted by the weak economy, on-going
restructuring costs and foreign currency fluctuations.  As a
result, several key credit metrics, including adjusted free cash
flow to debt, are currently weak for the Ba rating category.
However, the company's stable outlook is supported by Moody's
expectation that financial performance will improve appreciably
over the next 12-18 months.  Specifically, the stable outlook
incorporates the expectation that cash flow generation will
improve in the near-term, with trailing twelve month adjusted free
cash flow to debt improving to at least 10% by early 2010.

The Ba3 Corporate Family Rating is supported by the diversity of
CONMED's product offering and the recurring nature of a large
portion of total revenues.  Further, despite the recent decline in
earnings, the company's financial leverage and interest coverage
remain appropriate for the rating category and the liquidity
profile is good.  Constraining the rating is CONMED's small
absolute size and the competitive nature of its markets, in which
it competes against significantly larger companies.

Ratings Affirmed/LGD Assessments Revised:

* $100 million Senior Secured Revolver, due 2011, to Ba1, LGD2,
  27%, from Ba1, LGD2, 26%

* $135 million (face value) Senior Secured Term Loan B, due 2013,
  to Ba1, LGD2, 27%, from Ba1, LGD2, 26%

* $150 million (face value) senior subordinated convertible notes,
  due 2024, B1, LGD5, 81%

* Corporate Family Rating, at Ba3

* Probability of Default Rating, Ba3

The outlook is stable.

The last rating action was on November 28, 2007, when the outlook
was changed to stable from negative.

CONMED, headquartered in Utica, New York is a medical products
manufacturer with a focus on surgical devices and equipment for
minimally invasive procedures and monitoring.  The company
conducts business through five operating units, Linvatec (includes
Arthroscopy and Powered surgical instruments), Electrosurgery,
Endosurgery, Endoscopic technologies and Patient Care.  Revenues
for the twelve months ended September 30, 2009, approximated
$683 million.


CONSTELLATION BRANDS: Debt Trades at 4% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Constellation
Brands, Inc., is a borrower traded in the secondary market at
95.97 cents-on-the-dollar during the week ended Oct. 30, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.98
percentage points from the previous week, The Journal relates.
The loan matures on May 11, 2013.  The Company pays 150 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 30,
among the 161 loans with five or more bids.

Headquartered in Fairport, New York, Constellation Brands, Inc.
(NYSE:STZ) -- http://www.cbrands.com/-- has more than 250 brands
in its portfolio, sales in approximately 150 countries and
operates approximately 60 wineries, distilleries and distribution
facilities.  The company has market presence in the U.K.,
Australia, Canada, New Zealand, and Mexico.

Barton Brands Ltd. is the spirits division of Constellation
Brands, Inc., is a producer, importer and exporter of a wide range
of spirits products, including brands such as Black Velvet
Canadian Whisky, Ridgemont Reserve 1792 bourbon, and Effen vodka.

As reported by the TCR on May 8, 2009, Fitch Ratings has affirmed
its 'BB-' issuer rating on Constellation Brands and revised the
Rating Outlook to Stable from Negative.


CONSULIER ENGINEERING: To Voluntary Delist Shares from Nasdaq
-------------------------------------------------------------
Consulier Engineering, Inc. on October 29 disclosed that it has
given formal notice to the Nasdaq Stock Market of the Company's
intention to voluntarily delist its common stock from the Nasdaq
Capital Market.  The Company also announced that it plans to
deregister its common stock under Section 12(b) of the Securities
Exchange Act of 1934, as amended.  The Company currently
anticipates that it will file with the Securities and Exchange
Commission and Nasdaq a Form 25 relating to the deregistration of
its common stock on or about October 28, 2009, with the delisting
of its common stock taking effect no earlier than ten (10) days
thereafter.  As a result, the Company expects that the last day of
trading of its common stock on the Nasdaq Capital Market will be
on or about November 6, 2009.

The decision to delist has been reached as part of the Company's
ongoing strategy of maximizing shareholder value as the direct
accounting costs of maintaining a Nasdaq listing now outweigh the
benefits.  The Company has therefore concluded that a listing on
Nasdaq does not justify the expense and administrative burden
associated with maintaining such listing.

In connection with its Nasdaq delisting, the Company will file a
Form 15 with the SEC pursuant to which it will terminate the
registration of its common stock and redeemable common stock
purchase warrants under Section 12(g) of the Exchange Act.  The
Company expects that after the filing of Form 15 its common stock
will continue to be traded on the pink sheets.  The Company's
warrants are not traded.

                 About Consulier Engineering, Inc.

Consulier Engineering, Inc. and its subsidiaries -
http://www.consulier.com/-- are engaged in medical software
activities, investment activities, and the distribution of Captain
Cra-Z Soap(TM).


COTT CORP: Moody's Assigns 'Caa1' Rating on $200 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Cott
Corporation's subsidiary, Cott Beverages, Inc.'s proposed
$200 million senior unsecured notes due 2017.  Concurrently, the
company's existing ratings and stable outlook were affirmed.  The
net proceeds from new notes will be used to redeem Cott's existing
8% senior subordinated notes due 2011.

The affirmation of Cott's ratings reflects its significant market
position as world's largest retailer brand soft drink provider,
strong cash flow generation, and improved debt maturity profile.
At the same time, the ratings are constrained by the uncertainty
on its future revenue growth due to potential volume loss from
Wal-Mart and the weakening of CSD market in North America.

In Moody's opinion, the proposed notes offering improves Cott's
liquidity profile by 1) elimination of refinancing risk associated
with the 8% senior subordinated notes, and 2) extension of the
expiration of Cott's ABL facility.  The ABL facility is a five-
year revolving facility that expires on March 2013 but is subject
to refinancing of the existing senior subordinated notes.  The
revolving facility will mature early unless the company can retire
or refinance subordinated notes six months prior to their maturity
(June 15, 2011).

The stable outlook reflects Cott's acceptable level of financial
flexibility in the event of unfavorable economics and/or operating
pressures, and tolerance for modest adverse fluctuations in credit
metrics before triggering a negative rating action.  Specifically,
modest weakening of operating performance and credit metrics would
likely be acceptable at current rating levels.  However, any
erosion in margins and overall profitability either due to
significant loss of volume that could not be replaced quickly
and/or inability to manage commodity price volatility and
deterioration in liquidity could warrant a negative rating action.

Moody's will withdraw ratings on the existing 8% senior
subordinated notes due 2011 after the close of transaction,
assuming that substantially all of the notes are redeemed.

The ratings are subject to Moody's review of final documentation
and the conclusion of transaction.

This rating was assigned:

Cott Beverages, Inc.

* Proposed $200 million senior unsecured notes due 2017 at Caa1
  (LGD 5, 76%)

These ratings were affirmed:

Cott Corporation

* Corporate Family rating at B3
* Probability of Default rating at B3
* Speculative Grade Liquidity at SGL-3

Cott Beverages, Inc.

* Existing 8% senior subordinated notes, due 2011, at Caa1 (LGD 5;
  76%)

* Rating Outlook: stable

The last rating action occurred on September 3, 2009 when Cott's
Corporate Family Rating and Probability of Default rating were
upgraded to B3 from Caa1.

Headquartered in Toronto, Ontario and Tampa, Florida, Cott
Corporation is one of the world's largest retailer-brand soft
drink suppliers with a leading position in take-home carbonated
soft drink markets in the US, Canada, and the UK.  Sales for the
trailing twelve month period were approximately $1.6 billion.


COTT CORP: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Mississauga, Ontario-based Cott Corp., including its long-term
corporate credit rating to 'B' from 'B-'.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B' issue-level
rating (the same as the corporate credit rating on Cott) to the
company's wholly owned U.S. subsidiary Cott Beverages Inc.'s
proposed US$200 million senior unsecured notes due 2017.  S&P also
assigned a '4' recovery rating to the notes, indicating S&P's
expectation of an average (30%-50%) recovery in the event of a
payment default.  Cott will use the proceeds to repay the
remaining balance outstanding on its US$275 million senior
subordinated notes due 2011.

"The upgrade reflects what S&P view as the continued improvement
in Cott's financial risk profile stemming from increased
profitability and financial flexibility due to management's focus
on streamlining the business and cutting costs," said Standard &
Poor's credit analyst Donald Marleau.

Despite a 3.7% revenue decline in the third quarter ended
Sept. 26, 2009, compared with the same period in 2008, Cott's
operating profit (before depreciation and amortization, and
nonrecurring items) increased 70.5% in this quarter.  Furthermore,
the company's availability under its asset-based lending facility
has increased materially from earlier in the year, eliminating any
financial covenant concerns at this time.

The ratings on Cott reflect what Standard & Poor's considers the
company's vulnerable business risk profile stemming from a narrow
product portfolio, customer concentration, and small size in a
sector dominated by companies with substantially greater financial
resources and market presence.  Furthermore, Cott's improved
financial performance might not be sustainable as it depends on
the competitive actions of larger players, among other things.  In
addition, a significant reduction in business with its key
customer Wal-Mart Stores Inc. (AA/Stable/A-1+) could result in a
material weakening of credit protection measures.

S&P believes these factors are partially offset by Cott's improved
operating performance and financial flexibility, as well as its
market position as the leading private label manufacturer and
marketer of take-home carbonated soft drinks in the U.S., the
U.K., and Canada.

The stable outlook reflects Standard & Poor's expectation that
Cott will sustain the improvement in its operating performance,
credit ratios, and financial flexibility in the medium term.  S&P
could consider raising the ratings if Cott is able to demonstrate
continued strengthening of its operating performance despite the
potential for increased competitive activity or a decline in its
business with Wal-Mart.  Alternatively, S&P could consider
lowering the ratings if the company's operating performance falls
below S&P's expectations or if Cott's financial flexibility
weakens.


COYOTES HOCKEY: Toronto Argonaut Owners May Bid for Hockey Team
---------------------------------------------------------------
Paul Waldie and Stephen Brunt at The Globe and Mail reports that
Toronto Argonaut co-owners Howard Sokolowski and David Cynamon are
considering bidding for Phoenix Coyotes and will be meeting
officials from the City of Glendale this week.  According to The
Globe and Mail, people familiar with the matter said that Messrs.
Sokolowski and Cynamon had been linked to Ice Edge Holdings until
their involvement with the company ended several weeks ago and are
now exploring their own options for Phoenix Coyotes.  Messrs.
Sokilowski and Cynamon have assembled about a dozen financial
backers, the report states, citing the sources.

As reported by the TCR on Oct. 29, Jerry Moyes, the owner of the
Phoenix Coyotes of the National Hockey League, reached an
agreement to sell the team to the NHL.  The parties reached a deal
at a status hearing on the case on October 26.  Former coach Wayne
Gretzky, who has a US$22.5 million claim in the case, has not
agreed to the deal.  Under the agreement, secured creditor SOF
Investment will be paid for its $80 million that and the NHL would
get the $37 million it is owed for funding the team since last
fall.  Between $9 million and $11 million would be available to be
divided between Messrs. Moyes and Gretzky.  The agreement and sale
are scheduled for hearing November 2.

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


DANA HOLDING: Bank Debt Trades at 12.07% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dana Holding
Corporation is a borrower traded in the secondary market at 87.93
cents-on-the-dollar during the week ended Oct. 30, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.57 percentage points
from the previous week, The Journal relates.  The loan matures on
Jan. 31, 2015.  The Company pays 375 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa1
rating and Standard & Poor's B rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

Based in Toledo, Ohio, Dana Holding Corporation  --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Dana has facilities in China
in the Asia-Pacific, Argentina in the Latin-American regions and
Italy in Europe.

Dana Corp., together with affiliates, affiliates filed for Chapter
11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-
10354).  Attorneys at Jones Day represented the Debtors.  It
emerged from bankruptcy Jan. 31, 2008, and the reorganized entity
was named Dana Holding Corporation.

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service lowered the Corporate Family Rating of
Dana Holding Corporation to 'Caa2', raised the Probability of
Default Rating to 'Caa1', and adjusted the ratings of certain debt
instruments.  According to Moody's, the positioning of Dana's PDR
at 'Caa1' reflects ongoing pressures the company faces from the
continued erosion in the global automotive and commercial vehicle
markets.


DELPHI CORP: Worker Protests Pension Loss Before Senate
-------------------------------------------------------
Law360 reports that a former salaried employee at Delphi Corp.
told a U.S. Senate panel Thursday that the slashing of thousands
of retirees' pensions through the company's bankruptcy process was
at best unfair and at worst a violation of federal law.

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)


DELUXE ENTERTAINMENT: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Hollywood, California-based Deluxe Entertainment Services Group
Inc.  The 'B-' corporate credit rating on the company, as well as
all issue-level ratings on the company's debt, were removed from
CreditWatch, where they were placed with positive implications
Oct. 1, 2009.  The rating outlook is stable.

"The 'B-' rating reflects Deluxe's still-narrow headroom despite
any potential amendment, considering progressively tightening
financial covenants and the risk of widespread adoption by motion
picture exhibitors of digital projection technology, particularly
in North America," said Standard & Poor's credit analyst Tulip
Lim.

Other factors affecting the rating include Deluxe's dependence on
a steady film release schedule by several large movie studios and
an aggressive financial policy, which the company's debt-financed
dividend in 2007 demonstrates.

At June 30, 2009, the company's lease-adjusted leverage and
unadjusted coverage was 4.6x and 2.9x, respectively.  Leverage
will not change materially with the amendment, but S&P estimates
that pro forma unadjusted coverage was roughly 2.4x.  At June 30,
2009, the company's conversion of EBITDA to discretionary cash
flow was greater than 40%, and S&P expects that discretionary cash
flow will be sufficient to cover high mandatory amortization for
the year.


DEX MEDIA EAST: Bank Debt Trades at 22% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East,
LLC, is a borrower traded in the secondary market at 78.38 cents-
on-the-dollar during the week ended Friday, Oct. 30, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.75
percentage points from the previous week, The Journal relates.
The loan matures on Nov. 8, 2009.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  Moody's has
withdrawn its rating on the bank debt while Standard & Poor's has
assigned a default rating on the bank debt.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 30, among the
161 loans with five or more bids.

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)


DEX MEDIA WEST: Bank Debt Trades at 12.35% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West is
a borrower traded in the secondary market at 87.65 cents-on-the-
dollar during the week ended Oct. 30, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents an increase of 1.32 percentage points
from the previous week, The Journal relates.  The loan matures on
Oct. 22, 2014.  The Company pays 400 basis points above LIBOR to
borrow under the facility.  Moody's has withdrawn its rating on
the bank debt while Standard & Poor's has assigned a default
rating on the bank debt.  The debt is one of the biggest gainers
and losers among widely quoted syndicated loans in secondary
trading in the week ended Oct. 30, among the 161 loans with five
or more bids.

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

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)


DOLE FOOD: Moody's Gives Positive Outlook on 'B2' Corp. Rating
--------------------------------------------------------------
Moody's changed the rating outlook on Dole Food's long-term
ratings (CFR at B2) to positive from stable and upgraded the
probability of default rating to B2 from B3.  The company's other
ratings were affirmed.

Moody's said that the change in outlook and upgrade to the
probability of default rating was prompted by i) the company's
initial public offering which closed on October 28th and generated
proceeds of approximately $446 million which are intended to repay
debt; ii) the simplified ownership structure as a result of the
internal restructuring transactions that took place concurrently
with the IPO; iii) the extinguishment of the remaining balance on
the DHM Holding's Hotel and Wellness Center debt due March 2010
and elimination of cross-default provision that existed between
Dole's senior secured credit facilities and indebtedness of DHM
Holdings; iv) an improving trend in Dole's operating results and
cash flows v) a more manageable debt maturity schedule following
the September refinancing of the bulk of the 2010 notes as well as
the debt pay down from the IPO; and vi) a continued focus on
monetizing non-core assets to further reduce leverage.

The positive outlook reflects an improvement in credit protection
measures and debt maturity schedule following debt pay down from
the IPO proceeds, asset sales and cash flow from operations and
Moody's expectation that Dole's operating performance will be
sustained at current or stronger levels despite volatility
inherent in agricultural product industry.  It also assumes that
Dole will continue to conservatively manage its balance sheet and
liquidity, and will be able to further reduce leverage.

Rating upgraded:

* Probability of default rating to B2 from B3

Ratings affirmed:

Dole Food Company, Inc.:

* Corporate family rating at B2

* Senior secured term loan B at Ba2 (LGD2,22%)

* Senior secured prefunded letter of credit facility, also
  available to Solvest, to Ba2 (LGD2,22%)

* $349.9 million senior secured 3rd lien notes due 2014 at B2
  (LGD4,57%)

* $315 million senior secured 3rd lien Notes due 2016 at B2 (LGD4,
  57%)

* Senior unsecured notes at Caa1 (LGD5, 86%)

Solvest Ltd.

* Senior secured term loan C at Ba2 (LGD2,22%)

Moody's most recent rating action for Dole on September 18, 2009,
assigned a B2 rating to the proposed new 3rd lien notes due 2016,
affirmed the B2 rating on the company's existing 3rd lien Notes.


DOLLAR GENERAL: Bank Debt Trades at 4.15% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Dollar General
Corp. is a borrower traded in the secondary market at 95.85 cents-
on-the-dollar during the week ended Oct. 30, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.59 percentage points
from the previous week, The Journal relates.  The loan matures on
July 4, 2014.  The Company pays 275 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

Dollar General Corp. -- http://www.dollargeneral.com/-- is a
discount retailer of general merchandise at everyday low prices.
Through its stores, the Company offers a focused assortment of
basic consumable merchandise, including health and beauty aids,
packaged food and refrigerated products, home cleaning supplies,
housewares, stationery, seasonal goods, basic clothing and
domestics.  Dollar General stores serve primarily low-, middle-and
fixed-income families.


ENGEX INC: NYSE Amex Accepts Listing Compliance Plan
----------------------------------------------------
Engex, Inc. announced on August 7, 2009 that it had received
notice from the NYSE Amex Staff indicating that the Company was
below certain of the Exchange's continued listing standards.
Specifically, the Company was not in compliance with Section
1003(a)(ii) of the Company Guide with stockholders' equity (as in
net assets) of less than $4,000,000 and net losses in three of its
four most recent fiscal years, Section 1003(a)(iii) of the Company
Guide with stockholders' equity (as in net assets) of less than
$6,000,000 and net losses in its five most recent fiscal years and
Section 1003(b)(v)(A) of the Company Guide in that its total
market value of publicly held shares and net assets are each less
than $5,000,000 for more than 60 consecutive days.  The Company
was afforded the opportunity to submit a plan of compliance to the
Exchange.  On September 14, October 2, and October 9, 2009, the
Company presented its plan to the Exchange.

On October 23, 2009, the Exchange notified the Company that it
accepted the Company's plan to regain compliance with Section
1003(b)(v)(A) of the Company Guide by February 8, 2010 and
Sections 1003(a)(ii) and 1003 (a)(iii) of the Company Guide by
February 7, 2011.  The Company will be subject to periodic review
by Exchange Staff during the periods covered by the plan.  Failure
to make progress consistent with the plan or to regain compliance
with the continued listing standards by the end of the periods
covering the plan could result in the Company being delisted from
the NYSE AMEX LLC.

Engex, Inc. is a closed end mutual fund registered under the
Investment Company Act of 1940, as a nondiversified, closed-end
investment company.


EUROFRESH INC: Court Okays Reorganization Plan
----------------------------------------------
U.S. Bankruptcy Court Judge Charles G. Case II has confirmed
Eurofresh Inc.'s reorganization plan.  The court in Phoenix
originally confirmed the document on Oct. 16, 2009.

The confirmation indicates Eurofresh and its subsidiary, Eurofresh
Produce Ltd., will exit Chapter 11 bankruptcy protection by the
end of November.

As part of its recapitalization process, the Company had entered
into a settlement with the majority of its existing debt holders
to convert more than $200 million of debt into equity.  The
agreement states that Eurofresh will receive $35 million in new
capital to repay debt and ensure financial stability to continue
investing in strategic capital expenditures.

In addition, Eurofresh reached a consensual resolution with its
secured lenders and the U.S. Department of Labor, which settled
all claims against the company.

Dwight Ferguson, chief executive officer of Eurofresh, said the
capital investment is a vote of confidence in their employees and
mission to grow high-end, pesticide-free produce for customers.

"Our senior management is pleased that the end of our
reorganization is now in clear sight," Mr. Ferguson said.  "We
expect to complete our refinancing and be out of bankruptcy very
soon."

According to Mr. Ferguson, the reorganization has helped the
company dramatically improve its capital structure.  Financially
stronger, Eurofresh can continue supporting and investing its
long-term business objectives in Arizona.

"I'm proud that we retained virtually all of our employees and
maintained all key vendor and customer contracts throughout this
process, thereby strengthening the company's relationships with
our partners," Mr. Ferguson said.  "Our ability to complete the
restructuring this quickly and stay on plan with our customer
service, sales and production operations is good news for all
stakeholders."

Eurofresh's growing and packaging operations in Willcox and
Snowflake, Arizona, continued normal operations during the
reorganization.  The Company's customers, including restaurateurs,
grocers and the public, saw no change in the quality of the
Company's produce and services, Mr. Ferguson said.

David Wichner at Arizona Daily Star reports that Eurofresh CEO
Dwight Ferguson, Daily Star relates, said that he will stay on as
CEO and he expects no major management changes, though a new board
of directors will take over when the reorganized company emerges
on November 18.

Headquartered in Snowflake, Arizona, Eurofresh, Inc. --
http://www.eurofresh.com/-- produces and sells tomatoes.  The
Company and Eurofresh Produce Ltd., its affiliate, filed for
Chapter 11 on April 21, 2009 (Bankr. D. Ariz. Lead Case No.
09-07970).  Craig D. Hansen, Esq., at Squire, Sanders & Dempsey
L.L.P. represents the Debtors in their restructuring effort.
Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed five
creditors to serve on the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  the Committee
retained Stutman, Treister & Glatt P.C. as counsel, and Lewis &
Roca L.L.P. as co-counsel.  The Eurofresh Inc., in its bankruptcy
petition, said it has assets worth $50 million to $100 million and
debts of $100 million to $500 million.


EVERETT CROSSING: Landlord Doesn't Get Relief from Stay
-------------------------------------------------------
WestLaw reports that under Massachusetts law, a landlord's
prepetition attempted termination of the Chapter 11 debtor's
commercial lease was premature, and thus ineffective.
Consequently, the landlord failed to establish cause for relief
from the automatic stay to permit it to exercise its rights under
the lease, including to proceed to state court to evict the debtor
for the non-payment of rent and other defaults.  The landlord's
notices of default specifically stated that the debtor had five
days to pay the rent for the defaults based upon the nonpayment of
rent, and those notices of default which were sent to the
appropriate address, under the terms of the lease, were
effectively delivered less than five days before the notice of
termination was delivered.  That other notices of default were
sent earlier than those delivered to the appropriate address, via
e-mail and hand-delivery to the leased premises, was irrelevant.
In re Everest Crossing, LLC, --- B.R. ----, 2009 WL 3018688, 52
Bankr. Ct. Dec. 34 (Bankr. D. Mass.) (Bailey, J.).

Everest Crossing, LLC, operates a restaurant known as OM
Restaurant in the Harvard Square section of Cambridge, Mass.  The
restaurant occupies leased space in the Crimson Galleria under a
2005 lease agreement.  Everest sought Chapter 11 protection
(Bankr. D. Mass. Case No. 09-16664) on July 15, 2009, is
represented by Herbert Weinberg, Esq., at Rosenberg & Weinberg in
North Andover, Mass., and estimated its assets at $500,001 to
$1,000,000 and debts at $1,000,001 to $10,000,000 at the time of
the filing.


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

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

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

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

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

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

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

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

                       Governmental Entities

Before the Court entered its ruling, three governmental entities
with authority to regulate the Debtors in relation to
communications services provided to business and residential
ratepayers in the states of Maine, New Hampshire and Vermont,
asked the Court to deny the Debtors' Motion to Enforce Stay.

The Maine Public Utilities Commission, and New Hampshire and
Vermont States contended that the Motion to Enforce is not
appropriate and not authorized pursuant to Section 105 of the
Bankruptcy Code, as it seeks injunctive relief that exceeds the
scope of the provisions of Sections 362, 365(e)(1), and 525 of
the Bankruptcy Code.  The Governmental Entities asked the Court
that to the extent it grants any of the relief sought in the
Motion, to explicitly state in the Order that the Court is
neither expanding the scope of the relief provided under Sections
362, 365 or 525 nor pre-judging any substantive or jurisdictional
issues relating to the Governmental entities' regulatory
authority over the Debtors.

Accordingly, the Court makes clear that nothing in the Order
limit or restrict the regulatory authority of any state agency,
commission or other governmental unit under applicable non-
bankruptcy law.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

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

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

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

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


FAIRPOINT COMMS: Gets Interim Nod to Honor Customer Programs
------------------------------------------------------------
Bankruptcy Judge Burton Lifland authorizes Fairpoint
Communications Inc. and its units, on an interim basis, to perform
their obligations with respect to their customer programs in the
ordinary course of business.

The Debtors recognize that the continued success of their
business requires high levels of customer satisfaction.  Thus,
they developed and implemented initiatives and incentives that
are tailored to attract new customers, retain and maintain the
loyalty and goodwill of existing customers, and continue their
positive customer relationships and reputation for reliability.
These initiatives are in the form of Customer Programs, which can
be categorized as promotional offers; billing discounts,
adjustments and credits; and deposit refunds.

Promotional offers are advertised through direct mail campaigns,
telemarketing, online, retail sales and other forms of media like
television, radio and newspapers.  The nature and extent of these
Offers vary from month to month and market to market.  The
Debtors also have community support programs to further promote
their business in local communities.

Billing discounts and adjustments are also undertaken by the
Debtors to satisfy customer concerns, to offer a discount on an
existing product, or to offer a different product or service.
Deposit refunds are also undertaken on certain products of the
Debtors.

Luc a. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP,
in New York, relates that most, if not all, of the Customer
Programs are standard practice in the telecommunications
industry.  He adds that the Customer Programs will inure to the
benefit of all of creditors and other parties-in-interest.  In
contrast, he notes, if the Debtors do not honor their Customer
Programs in the ordinary course of business, they will become
significantly less competitive in an already competitive and
difficult economic environment.

The Court, however, clarifies that the Debtors may issue Billing
Credits only to the extent they relate to invoices issued by the
Debtors on or after February 1, 2009.

All of the Debtors' applicable banks are directed to honor all
checks and electronic payment requests to the extent the Debtors
have sufficient funds standing to their credit with those banks.

                  About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

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

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

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

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


FAIRPOINT COMMS: Proposes to Pay Prepetition Shipping Charges
-------------------------------------------------------------
Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP,
in New York, tells the Court that prior to the Petition Date, as
an integral part of their businesses, the Debtors used and made
payments to commercial common carriers, movers, shippers, freight
forwarders, delivery services, distributors, logistics management
companies, and other similar third-party transportation service
providers to ship, store, and otherwise facilitate the movement
of goods, and deliver Goods through established distribution
networks, as well as a network of third-party warehouses to store
the Goods in transit.

At any given time, there are many shipments en route to and from
the Debtors' various facilities.  Thus, certain Shippers and
Warehousemen currently are in possession of Goods are vital to
the Debtors' operations.  The Debtors estimate that as of the
Petition Date, approximately $225,000 in Shipping and Warehousing
Charges remain outstanding.

The Debtors are also involved in a number of projects, in the
ordinary course, relating to the development and maintenance of
their infrastructure and facilities.  Certain persons involved in
the project have performed repair, construction, installation, or
similar services for the Debtors.  They are referred to as the
mechanics.  The Debtors estimate that the aggregate amount owed
to the Mechanics as of the Petition Date is approximately
$368,000.

In light of the commencement of these Chapter 11 cases, certain
Shippers and Warehousemen who hold Goods for delivery to or from
the Debtors may refuse to release the Goods pending receipt of
payment for their prepetition services.  The Debtors aver that
because they are, in many cases, dependent on third-party
Shippers and Warehousemen, it is essential that the commencement
of their Chapter 11 cases not give any third-party Shippers and
Warehousemen any reason or excuse to cease performing timely
services or to retain products, equipment, or Goods.

Against this backdrop, the Debtors sought and obtained the
Court's authority to pay Shippers and Warehousemen, shipping and
delivery charges necessary to obtain the release of goods in
transit, and to satisfy the liens with respect to those charges;
and to pay Mechanics and discharge liens, if any, that the
Mechanics may have on the Debtors' property.  These charges are
due no later than November 16, 2009

The Debtors intend to obtain written verification before issuing
payment to a Shipper or Warehouseman for prepetition Shipping and
Warehouse Charges, that the Shipper or Warehouseman will (i)
continue to provide services to the Debtors during the pendency
of these Chapter 11 cases on the most favorable terms that
existed prior to the Petition Date, and (ii) not cancel on less
than 90 days' notice any contract or agreement pursuant to which
it provides services to the Debtors.

The Debtors may make payments not to exceed $500,000 on account
of the Shipping and Warehousing Charges, the Court clarifies.

The Debtors asserts that if any Shipper or Warehouseman should
accept payment on account of a prepetition obligation of the
Debtors premised on its compliance with the written verification,
and thereafter fails to comply with those conditions, any
payments to that Shipper or Warehouseman for those prepetition
obligations will be deemed an avoidable postpetition transfer
under section 549 of the Bankruptcy Code and thus, will be
recoverable in cash, upon written request without further Court
order.

                  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)


FBOP CORPORATION: Nine Banking Units Closed by Receivers
--------------------------------------------------------
The Federal Deposit Insurance Corporation entered into a purchase
and assumption agreement with U.S. Bank, NA, of Minneapolis,
Minnesota, a wholly-owned subsidiary of U.S. Bancorp, to assume
all of the deposits and essentially all of the assets of nine
failed banks.  The nine banks were closed October 30 by federal
and state bank regulators, which appointed the FDIC as receiver.

The nine banks involved in the transaction are: Bank USA, National
Association, Phoenix, Arizona; California National Bank, Los
Angeles, California; San Diego National Bank, San Diego,
California; Pacific National Bank, San Francisco, California; Park
National Bank, Chicago, Illinois; Community Bank of Lemont,
Lemont, Illinois; North Houston Bank, Houston, Texas; Madisonville
State Bank, Madisonville, Texas; and Citizens National Bank,
Teague, Texas.  As of September 30, 2009, the banks had combined
assets of $19.4 billion and deposits of $15.4 billion.

The nine banks had 153 offices, which will reopen as branches of
U.S. Bank beginning tomorrow during their normal business hours.
Depositors of the nine banks will automatically become depositors
of U.S. Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branches until U.S. Bank can
fully integrate the deposit records of the nine failed banks.

The FDIC and U.S. Bank entered into a loss-share transaction on
approximately $14.4 billion of the combined purchased assets of
$18.2 billion.  U.S. Bank will share in the losses on the asset
pools covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can contact the
FDIC as follows:

Failed Bank

(a) Bank USA, National Association
1-800-913-3062
http://www.fdic.gov/bank/individual/failed/bankusa-az.html

(b) California National Bank
1-800-913-5861
http://www.fdic.gov/bank/individual/failed/calnational.html

(c) San Diego National Bank
1-800-517-1839
http://www.fdic.gov/bank/individual/failed/sandiegonational.html

(d) Pacific National Bank
1-800-508-8289
http://www.fdic.gov/bank/individual/failed/pacificnational-ca.html

(e) Park National Bank
1-800-450-5668
http://www.fdic.gov/bank/individual/failed/park-il.html

(f) Community Bank of Lemont
1-800-528-6357
http://www.fdic.gov/bank/individual/failed/community-lemont.html

(g) North Houston Bank
1-800-501-1872
http://www.fdic.gov/bank/individual/failed/northhouston-tx.html

(h) Madisonville State Bank
1-800-913-3053
http://www.fdic.gov/bank/individual/failed/madisonville-tx.html

(i) Citizens National Bank
1-800-517-1843
http://www.fdic.gov/bank/individual/failed/citizens-teague.html

The nine banks were subsidiaries of FBOP Corporation, Oak Park,
Illinois.  FBOP Corporation was not closed and was not subject to
the October 30 actions.

FBOP is run by Michael Kelly, who from his base in the Chicago
suburbs snapped up banks in San Diego, Los Angeles, Houston, and
San Francisco. He started in 1990 with First Bank of Oak Park,
which had $125 million in assets.

The FDIC's Board of Directors issued notices of assessment of
cross guaranty liability against Park National Bank and Citizens
National Bank.  Under statutory authority, the FDIC may assess
affiliated banks for losses incurred by the Deposit Insurance Fund
(DIF) from the failure of other banks, such as those owned by FBOP
Corporation.  Congress granted the FDIC authority in 1989 to
reduce the cost to the DIF for the resolution of affiliated
institutions owned by the same company. The two banks were unable
to pay the amounts assessed and were closed by their chartering
authorities.

The FDIC estimates that the cost of the nine banks to the DIF will
be a combined $2.5 billion. U.S. Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. The failure of the nine banks brings the
nation's total number this year to 115.

By number, banks in Georgia account for one-fifth of all U.S.
banks closing this year, with 20 failures, followed by Illinois
with 19, California with 13, and Florida with nine.


FERRO CORP: S&P Puts 'CCC+' Rating on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said it has placed all of its
ratings on Cleveland, Ohio-based Ferro Corp., including its 'CCC+'
corporate credit rating, on CreditWatch with positive
implications.

The CreditWatch listing follows the company's announcement that it
plans to issue 29.5 million shares through an underwritten common
stock offering.  Ferro intends to use up to $50 million of the net
proceeds from the equity offering to pay the costs associated with
its restructuring programs and selective growth initiatives.  The
company will use the remaining net proceeds to pay down
outstanding term loans and to pay fees and expenses in connection
with the amendment.

In addition, Ferro reported sequentially improved earnings in the
third quarter of 2009, to $53 million (excluding one-time
charges), which should improve liquidity and provide additional
headroom with respect to covenant compliance in the next several
quarters.

"We believe the improving operating performance, coupled with a
successful equity offering, could bolster the company's financial
risk profile relative to S&P's expectations at the current
rating," said Standard & Poor's credit analyst Liley Mehta.
Still, the company is highly leveraged; total debt to EBITDA was
7.6x as of Sept. 30, 2009, and funds from operations to total
adjusted debt was below 10%.

The company has taken several actions to improve its cost
structure: restructuring in Europe; closing excess manufacturing
capacity; cutting selling, general, and administrative expenses;
and reducing production staff.  These restructuring actions are
projected to result in annual cost savings of $45 million to
$60 million by early 2010.  In October 2009, the company announced
additional restructuring actions, including headcount reductions
and plant closures, and it said it will use a portion of the
equity offering proceeds to implement further cost-reduction
projects.

Ferro's largest revenue generator is the inorganic specialties
group, where its strategy is to maintain good market positions in
its various product categories while reducing costs.  Key products
in this group include glazes and decorations for tile; automotive
enamels; architectural glass coatings; pigments, enamels, and
colors for glass bottles and dinnerware; and porcelain enamel for
appliances and cookware.  Another key business is electronic
materials, where demand for metal pastes and powders used in solar
cells and plasma displays propels volume growth.  However, the
discretionary nature of many of these products renders their
demand highly sensitive to cyclical downturns.

S&P expects to resolve the CreditWatch listing within the next
month or so, following completion of the proposed equity offering
and upon further assessment of the company's future operating
strategy and financial policies.  S&P will also assess the extent
to which the company can improve earnings and free cash generation
to reduce debt leverage meaningfully in the next one to two years.
Preserving adequate liquidity and maintaining sufficient cushion
with respect to covenant compliance in 2010 and beyond are other
key factors in the CreditWatch resolution.  If the company
successfully completes the equity offering and uses proceeds for
debt reduction as proposed, S&P could raise the corporate credit
rating by at least one notch.


FREEDOM COMMUNICATIONS: JPMorgan Blasts Stay Request
----------------------------------------------------
Law360 reports that JPMorgan Chase NA has lashed out against an
appeal by a group of paper carriers who settled a class action
against the newspaper publisher in 2008 of a bankruptcy court's
decision to allow Freedom Communications Holdings Inc. to use
prepetition lenders' cash collateral in the company's Chapter 11
case.

Freedom Communications, headquartered in Irvine, Calif., is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than
3 million households across the country.  The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


FRIAR TUCK: Resort's Auction Moved to Nov. 19
---------------------------------------------
Robin K. Cooper at The Business Review (Albany) reports that
Auction America Realty said that the auction of Friar Tuck Inn of
the Catskills, Inc.'s Friar Tuck Resort, Spa & Convention Center
has been rescheduled for November 19.  The resort's auction, says
The Business Review, had been initially scheduled for October 27.
From $10 million, the minimum bid is now listed at $6.98 million,
The Business Review relates.  According to The Business Review,
Steve Kutner at Auction America said that he has been instructed
by the bankruptcy court that the property and all amenities will
be sold to the highest bidder, regardless of the amount.

Catskill, New York-based Friar Tuck Inn of the Catskills, Inc.,
filed for Chapter 11 bankruptcy protection on May 31, 2009 (Bankr.
N.D. N.Y. Case No. 09-11996).  Its affiliate, Friar Tuck Resorts,
Inc., also filed for bankruptcy.  Sean C. Serpe, Esq., at Pelton
Serpe LLP assists Friar Tuck in its restructuring efforts.  The
Company listed up to $50,000 in assets and $1,000,001 to
$10,000,000 in liabilities.


FRONTIER COMMS: California OKs Buyout of Verizon Wireline Ops.
--------------------------------------------------------------
Frontier Communications Corporation disclosed the pending
acquisition of Verizon Communications' local wireline operations
has received approval from the California Public Utilities
Commission.  The transaction, announced May 13, 2009, includes
Verizon's local exchange businesses in 14 states, including parts
of California, and certain customer relationships for long
distance services, broadband Internet access and broadband video.

This week, on October 27, 2009, Frontier's stockholders voted
overwhelmingly to approve the merger agreement and related
proposals.

Frontier has also received approvals from the Public Utilities
Commission of Nevada, the Public Service Commission of South
Carolina and 10 of the 41 FiOS video franchise communities the
company will serve in Washington state and Oregon.  On September
1, 2009, the transaction received early termination of the waiting
period required under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.

In addition to the remaining local franchise approvals and the
approvals of six other states, the Federal Communications
Commission (FCC) must approve certain license transfers as well.
The FCC review is in process.

"We are very pleased with obtaining these key approvals," said
Maggie Wilderotter, Chairman and CEO of Frontier Communications.
"Upon receipt of the remaining approvals necessary for closing the
transaction, Frontier will be ready to deliver terrific products
and services to our new customers.  The new Frontier will have a
strong balance sheet enabling us to upgrade broadband in many of
these communities and to deliver an excellent customer experience.
Financially, the transaction will result in lower leverage,
operating flexibility, and greater cash flow generation, all of
which should enable Frontier to achieve an investment grade credit
rating," she added.

After the transaction, Frontier will have approximately 7 million
access lines in 27 states, 8.6 million voice and broadband
connections, and approximately 16,000 employees, based on data as
of December 31, 2008.  The transaction is still expected to close
during the second quarter of 2010.

                   About Frontier Communications

Frontier Communications Corporation, headquartered in Stamford,
Connecticut, is the fifth largest wireline telecommunications
company in the U.S., serving more than 7 million access lines in
primarily rural areas and small- and medium-sized cities.

                             *     *     *

Fitch Ratings has maintained Frontier's Issuer Default Rating at
'BB', on Positive Watch.  Standard & Poor's Ratings Services also
retained Frontier's corporate credit rating at 'BB/Stable/--'
despite the upsizing of the Company's 8.125% senior notes due 2018
from $450 million to $600 million at the end of September 2009.


FRONTIER COMMS: South Carolina OKs Acquisition of Verizon Wireline
------------------------------------------------------------------
Frontier Communications Corporation disclosed that its pending
acquisition of Verizon Communications' local wireline operations
has received approval from the Public Service Commission of South
Carolina.  The transaction, announced May 13, 2009, includes
Verizon's local exchange businesses in 14 states, including parts
of California, and certain customer relationships for long
distance services, broadband Internet access and broadband video.

This week, on October 27, 2009, Frontier's stockholders voted
overwhelmingly to approve the merger agreement and related
proposals.

Frontier has also received approvals from the California Public
Utilities Commission, the Public Utilities Commission of Nevada,
and 10 of the 41 FiOS video franchise communities the company will
serve in Washington state and Oregon.  On September 1, 2009, the
transaction received early termination of the waiting period
required under the Hart-Scott-Rodino Antitrust Improvements Act of
1976.

In addition to the remaining local franchise approvals and the
approvals of six other states, the Federal Communications
Commission must approve certain license transfers as well. The FCC
review is in process.

"We are very pleased with obtaining these key approvals," said
Maggie Wilderotter, Chairman and CEO of Frontier Communications.
"Upon receipt of the remaining approvals necessary for closing the
transaction, Frontier will be ready to deliver terrific products
and services to our new customers.  The new Frontier will have a
strong balance sheet enabling us to upgrade broadband in many of
these communities and to deliver an excellent customer experience.
Financially, the transaction will result in lower leverage,
operating flexibility, and greater cash flow generation, all of
which should enable Frontier to achieve an investment grade credit
rating," she added.

After the transaction, Frontier will have approximately 7 million
access lines in 27 states, 8.6 million voice and broadband
connections, and approximately 16,000 employees, based on data as
of December 31, 2008.  The transaction is still expected to close
during the second quarter of 2010.


                   About Frontier Communications

Frontier Communications Corporation, headquartered in Stamford,
Connecticut, is the fifth largest wireline telecommunications
company in the U.S., serving more than 7 million access lines in
primarily rural areas and small- and medium-sized cities.

                             *     *     *

Fitch Ratings has maintained Frontier's Issuer Default Rating at
'BB', on Positive Watch.  Standard & Poor's Ratings Services also
retained Frontier's corporate credit rating at 'BB/Stable/--'
despite the upsizing of the Company's 8.125% senior notes due 2018
from $450 million to $600 million at the end of September 2009.


FRONTIER COMMS: Nevada OKs Frontier's Buyout of Verizon Wireline
----------------------------------------------------------------
Frontier Communications Corporation's pending acquisition of
Verizon Communications' local wireline operations has received
approval from the Public Utilities Commission of Nevada.  The
transaction, announced May 13, 2009, includes Verizon's local
exchange businesses in 14 states, including parts of California,
and certain customer relationships for long distance services,
broadband Internet access and broadband video.

This week, on October 27, 2009, Frontier's stockholders voted
overwhelmingly to approve the merger agreement and related
proposals.

Frontier has also received approvals from the California Public
Utilities Commission, the Public Service Commission of South
Carolina, and 10 of the 41 FiOS video franchise communities the
company will serve in Washington state and Oregon.  On September
1, 2009, the transaction received early termination of the waiting
period required under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.

In addition to the remaining local franchise approvals and the
approvals of six other states, the Federal Communications
Commission must approve certain license transfers as well. The FCC
review is in process.

"We are very pleased with obtaining these key approvals," said
Maggie Wilderotter, Chairman and CEO of Frontier Communications.
"Upon receipt of the remaining approvals necessary for closing the
transaction, Frontier will be ready to deliver terrific products
and services to our new customers.  The new Frontier will have a
strong balance sheet enabling us to upgrade broadband in many of
these communities and to deliver an excellent customer experience.
Financially, the transaction will result in lower leverage,
operating flexibility, and greater cash flow generation, all of
which should enable Frontier to achieve an investment grade credit
rating," she added.

After the transaction, Frontier will have approximately 7 million
access lines in 27 states, 8.6 million voice and broadband
connections, and approximately 16,000 employees, based on data as
of December 31, 2008.  The transaction is still expected to close
during the second quarter of 2010.

                   About Frontier Communications

Frontier Communications Corporation, headquartered in Stamford,
Connecticut, is the fifth largest wireline telecommunications
company in the U.S., serving more than 7 million access lines in
primarily rural areas and small- and medium-sized cities.

                             *     *     *

Fitch Ratings has maintained Frontier's Issuer Default Rating at
'BB', on Positive Watch.  Standard & Poor's Ratings Services also
retained Frontier's corporate credit rating at 'BB/Stable/--'
despite the upsizing of the Company's 8.125% senior notes due 2018
from $450 million to $600 million at the end of September 2009.


GENERAL MOTORS: Fisker Automotive in Talks to Buy Wilmington Plant
------------------------------------------------------------------
Fisker Automotive Inc. is in advanced talks to buy an old General
Motors Co. plant in Wilmington, Delaware to build a plug-in
electric hybrid vehicle that would hit the U.S. market in 2012,
Josh Mitchell of the Wall Street Journal reported on October 26,
2009.

Russell Datz, a spokesman for Fisker, said talks were continuing
and that the company planned to make an announcement on
October 27, the report said.

Fisker Chief Executive Henrik Fisker, according to the Journal,
said earlier that the company had identified a U.S. site to build
a $48,000 hybrid vehicle marketed toward families.  The plant
would likely employ at least 1,500 workers and produce up to
100,000 cars annually, he said.

The plant under discussion is GM's 3.2 million-square-foot Boxwood
Road assembly plant, idled since July.  The plant, built in 1947,
once assembled the Saturn Sky and Pontiac Solstice.

                       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: GM to Address Magna's Bid on November 3 Meeting
---------------------------------------------------------------
General Motors will continue discussions on how to resolve
remaining open points of the bid submitted by Magna International
Inc. and Savings Bank of the Russian Federation for GM's Adam Opel
GmbH unit during the automaker's November 3, 2009 board meeting,
the Wall Street Journal reported on October 24, 2009, citing a
blog written by GM's lead negotiator, John Smith.

During the same meeting, General Motors will also discuss a letter
from German Economy Minister Karl-Theodor zu Guttenberg who
prodded GM to address issues raised by the European Commission
over the planned sale of Opel, the Journal further reported.

In an interview with the Journal on October 13, 2009, GM Chief
Executive Officer Frederick Henderson noted that it was "quite
possible" for GM to finalize the Opel Sale within the week.  Mr.
Henderson reiterated to the Financial Times in an October 20
interview that he is still "reasonably confident" on the deal
being sealed this week.

The Sale, which was reached on September 10, 2009, provides for
Magna/Sberbank's purchase of 55% stake in New Opel. GM will hold a
35% stake, while employees will take 10%.

Anti-trust regulators at the European Commission have confirmed
that there were no plans to thwart Magna's acquisition of GM's
European arm.  This eased concerns that were raised by EU
Competition Commissioner Neelie Kroes that Germany's financial aid
to Opel -- which employs around 50,000 people, half of them in
Germany -- may break the rules, Reuters reported.

                       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: Nixes Daewoo Rights Offering
--------------------------------------------
Shareholders of South Korea's GM Daewoo Automotive Technology,
including General Motors Co. and the state-owned Korea Development
Bank, had not taken part in Daewoo's $424 million rights offer,
Reuters reported October 21, 2009.

GM, according to the report, did not take up Daewoo's rights offer
as the U.S. automaker is barred by the U.S. government to take
money out of the United States.   A second subscription open to
GM's overseas units will take place until October 23 and,
according to a KDB spokesman, GM's overseas units are expected to
take up the offer, as GM's CEO Fritz Henderson said his company
will participate in the offering with money from non-U.S.
operations.

KDB was also offered 491.2 billion won ($423.5 million) by an
October 21 deadline, but it declined to subscribe to the offer.
Reuters quoted KDB as saying that it has "refused to take part in
the offering unless its demands, including participation in
Daewoo's management, are met."

KDB, GM Daewoo's major creditor, has previously expressed concern
over Daewoo's survival.  KDB chief Min Euoo-Sung has stated that
Daewoo's long term survival is imperiled after posting a net loss
of 875 billion won ($750 million) in 2008.  The loss, brought
about by falling demand amid the global economic dilemma,
contributed mainly to Daewoo's use up of its $2 billion credit
line.  Daewoo is now seeking a one trillion won loan to keep it
beyond the red, the Associated Press said.

KDB has a 28% stake in GM Daewoo while GM holds 51%.

Daewoo aims to raise 491 billion won in rights offering, however,
KDB urged GM to increase the size of the offering, advising GM to
raise money for its subsidiary and to tender part of its stake in
Daewoo as guaranty and permit Daewoo to develop its own cars.

                       About General Motors

Headquartered in Detroit, Michigan, General Motors Corp.
(NYSE: GM) -- http://www.gm.com/-- as founded in 1908.  GM
employs about 266,000 people around the world and manufactures
cars and trucks in 35 countries.  In 2007, nearly 9.37 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in Miramar,
Florida.

As reported by the Troubled Company Reporter, GM reported net loss
of US$6.0 billion, including special items, in the first quarter
of 2009.  This compares with a reported net loss of US$3.3 billion
in the year-ago quarter.  As of March 31, 2009, GM had
US$82.2 billion in total assets and US$172.8 billion in total
liabilities, resulting in US$90.5 billion in stockholders'
deficit.

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection on June 1, 2009 (Bankr. S.D.N.Y. Lead Case
No. 09-50026).  General Motors changed its name to Motors
Liquidation Co. following the sale of its key assets to a company
60.8% owned by the U.S. Government.

The Honorable Robert E. Gerber presides over the Chapter 11 cases.
Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H.
Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors
in their restructuring efforts.  Al Koch at AP Services, LLC, an
affiliate of AlixPartners, LLP, serves as the Chief Executive
Officer for Motors Liquidation Company.  GM is also represented by
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel.  Cravath, Swaine, & Moore LLP is providing legal advice
to the GM Board of Directors.  GM's financial advisors are Morgan
Stanley, Evercore Partners and the Blackstone Group LLP.

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


GENERAL MOTORS: SAAB Deal Nears Completion as Konigsegg Gets Loans
------------------------------------------------------------------
Koenigsegg Group AB got approval from the European Investment Bank
of a EUR400 million-loan from the European Investment Bank
integral to its acquisition of General Motors Company's Saab
Automobile unit, Ian Edmondson of Dow Jones Newswires said on
October 21, 2009.

In line with this development, Saab spokesperson Gunilla Gustavs
confirmed to Dow Jones Newswires that Sweden's National Debt
Office has tentatively sought the European Union to back the loan
guarantees.  Similarly, the loans are subject to approval of the
European Commission's approval of the Swedish loan guarantees, Dow
Jones Newswires related.

The Saab deal is targeted to close by the end of 2009, Dow Jones
Newswires said.

                       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: SAIC Motor May Acquire Stake in GM's India Unit
---------------------------------------------------------------
SAIC Motor Corp. will buy a stake in General Motors Company's
India unit, Bloomberg News reported on October 16, 2009, citing a
person familiar with the matter.

The stake sale is part of a deal between SAIC and GM, which are
planning to introduce minivans and small cars in India to meet the
growing demand for small trucks, Bloomberg said.  Zhu Xiangjun,
spokesperson for SAIC told Bloomberg that the deal between GM and
SAIC has not been completed.

SAIC and GM are owners of SAIC-GM-Wuling Automobile Co., a three-
shareholder joint venture with Liuzhou Wuling Motors Co. Limited.

                       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).


GOODYEAR TIRE: Third Quarter Results Supports S&P's 'BB-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that credit measures for
The Goodyear Tire & Rubber Co. (BB-/Negative/--) are on track to
meet S&P's expectations for the current rating, based on third-
quarter results.  For example, S&P estimates that free operating
cash flow totaled about $292 million in the third quarter, helped
by a $366 million decrease in inventories, and that free operating
cash flow was a negative $73 million for the first nine months.
S&P expects free operating cash flow to be negative in 2009, but
S&P does not expect cash use to exceed $350 million this year.
S&P believes that level of cash use will be manageable, given
Goodyear's liquidity.  At the end of September, cash and cash
equivalents stood at $2.6 billion, and unused revolving credit
availability was $1.8 billion.

Net sales in the third quarter fell 15% year over year, reflecting
the ongoing effect of the worldwide economic downturn.  A decline
in other tire-related business, lower tire demand -- mainly in
North America, Europe, the Middle East, and Africa -- and foreign
currency translation contributed to decreased sales.  Total
segment operating income was $275 million in the third quarter
compared with $266 million in the third quarter a year ago and $24
million in the second quarter of 2009.

On a sequential basis, however, sales and segment operating income
rose in all regions of the world, suggesting that tire demand is
stabilizing.  Nevertheless, S&P remain concerned about the ongoing
weakness in the consumer and commercial markets in Europe and
North America.  The company expects fourth-quarter segment
operating income in North America to fall by $75 million, to
$125 million sequentially.  S&P believes that if tire demand
falls, there is the possibility of increased price competition by
major tire makers.


GRAPHIC PACKAGING: Debt Trades at 5.04% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Graphic Packaging
International is a borrower traded in the secondary market at
94.96 cents-on-the-dollar during the week ended Oct. 30, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.80
percentage points from the previous week, The Journal relates.
The loan matures on May 16, 2014.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 30,
among the 161 loans with five or more bids.

Headquartered in Marietta, Georgia, Graphic Packaging Corporation
(NYSE:GPK) -- http://www.graphicpackaging.com/-- provides
paperboard packaging solutions for a variety of products to
multinational and other consumer products companies.  The company
provides its customers paperboard, cartons and packaging machines,
either as an integrated solution or separately.  Its packaging
products are made from a variety of grades of paperboard.  GPC
manufactures its packaging products from coated unbleached kraft
paperboard and coated recycled paperboard that it produces at its
mills, and a portion from paperboard purchased from external
sources.  The company operates in four geographic areas: the
United States, Central and South America (Brazil), Europe and
Asia-Pacific.   GPC conducts its business in two segments,
paperboard packaging and containerboard/other.

As reported by the Troubled Company Reporter-Latin America on
March 14, 2008, Graphic Packaging Holding Company completed its
combination of Graphic Packaging Corporation and Altivity
Packaging LLC.  The combination of Graphic Packaging and Altivity
created a company with pro-forma 2007 revenues of over US$4.4
billion and pro-forma 2007 adjusted EBITDA of approximately US$553
million.

Headquartered in Carol Stream, Illinois, Altivity Packaging --
http://www.altivity.com-- produces various products such as
folding cartons, bag and plastic packaging, and decorative
laminations.  Altivity Packaging also provides gift boxes for
department stores and other retail venues, as well contract
packaging services and inks and coatings.  The company, which
operates about 60 manufacturing plants across the US, serves the
food, medical, and electronic industries, among others.  In 2006
Altivity Packaging was established after TPG Capital's purchase of
Smurfit-Stone Container's consumer packaging unit.

As reported by the Troubled Company Reporter on March 24, 2008,
Moody's Investors Service affirmed Graphic Packaging International
Inc.'s B1 corporate family rating, B3 subordinated notes, and SGL-
3 speculative grade liquidity rating (indicating adequate
liquidity) following the announcement of the completed combination
of its operations with Altivity Packaging, LLC.  Moody's also
assigned a Ba3 rating to the company's new $1.2 billion term loan
C due 2014.

The existing ratings have been downgraded on both the secured bank
facilities, to Ba3 from Ba2, and the senior unsecured notes, to B3
from B2, due to the revised capital structure.  The additional
amounts of senior secured debt move the ratings of this debt
toward the B1 corporate family rating while the senior unsecured
notes are lowered by one notch.  The outlook remains negative.
Proceeds from the transaction will be used to pay off Altivity's
existing debt, thus Altivity's ratings have been withdrawn.


GUARANTY FINANCIAL: Carl Icahn Lets Go of Over 7 Million Shares
---------------------------------------------------------------
Zachery Kouwe at The New York Times' Dealbook reports that Carl C.
Icahn has disposed of more than seven million shares of Guaranty
Financial Group.  Mr. Icahn and his affiliates said in a filing
with the U.S. Securities and Exchange Commission that they had
sold their entire stake in Guaranty Financial in a private
transaction for a "nominal" amount.

Guaranty Financial Group Inc. -- http://www.guarantygroup.com/--
is based in Dallas, Texas.  Guaranty Financial is a unitary
savings and loan holding company. The Company's primary operating
entities are Guaranty Bank and Guaranty Insurance Services, Inc.
Guaranty Financial filed for bankruptcy after the Guaranty bank
was seized by regulators and sent to receivership under the
Federal Deposit Insurance Corporation.  Before the bank was taken
over, the balance sheet of the holding company had $15.4 billion
in assets as of Sept. 30, 2008.

Guaranty Financial together with affiliates filed for Chapter 11
on Aug. 27, 2009 (Bankr. N.D. Tex. Case No. 09-35582).  Attorneys
at Haynes & Boone, LLP, represent the Debtors.  According to the
schedules attached to its petition, the Company has assets of at
least $24,295,000, and total debts of $323,413,428, including
$305 million in trust preferred security.


HCA INC: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 93.17 cents-on-the-
dollar during the week ended Oct. 30, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.87 percentage points from
the previous week, The Journal relates.  The loan matures on Nov.
6, 2013.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank debt carries Moody's Ba3 rating and
Standard & Poor's BB rating.  The debt is one of the biggest
gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

Headquartered in Nashville, Tennessee, HCA, Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
assigned a 'Ba3' (LGD3, 32%) rating to HCA, Inc.'s proposed
offering of $750 million of first lien senior secured notes.
Moody's also affirmed the existing ratings of HCA, including the
'B2' Corporate Family and Probability of Default Ratings.  The
outlook for the ratings is stable.


HOLLEY PERFORMANCE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Holley Performance Products Inc. delivered to the U.S. Bankruptcy
Court for the District of Delaware their schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $3,700,000
  B. Personal Property          $42,726,943
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $78,660,082
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $8,294,406
  F. Creditors Holding
     Unsecured Non-priority
     Claims
                                 -----------    -------------
        TOTAL                    $46,426,943      $86,954,488

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

A full-text copy of the Debtor's schedules is available for free
at http://ResearchArchives.com/t/s?47d9

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

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

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


IDEARC INC: Seeks to Ink Standby Equity Purchase Deal with Paulson
------------------------------------------------------------------
Idearc Inc. filed a motion with the United States Bankruptcy Court
for the Northern District of Texas in its pending Chapter 11
proceedings requesting authority to enter into a standby equity
purchase arrangement with certain funds and accounts managed by
Paulson & Co. Inc.  Under Paulson's proposed standby purchase
arrangement, each holder of Class 3 and Class 4 claims under
Idearc's proposed plan of reorganization will have the right to
elect, in its sole discretion, to receive cash in lieu of shares
of new Idearc common stock upon the effectiveness of the plan of
reorganization.

The cash to fund the elections by claim holders will be provided
by Paulson's purchase from reorganized Idearc of the number of
shares of new common stock that otherwise would have been
distributed to electing claim holders.  The amount of cash to be
received would be an amount per share implied by a US$200 million
valuation for all of the equity of reorganized Idearc.  Under the
proposed standby purchase agreement, the amount of new common
stock that Paulson can acquire is limited so that Paulson will not
beneficially own more than 45% of the outstanding new Idearc
common stock as of the effective date of the reorganization.

As part of the proposed standby equity purchase arrangement,
Paulson and Idearc would agree on corporate governance measures
described in detail in the motion filed with the Bankruptcy Court,
including Paulson being granted the right to nominate one director
to serve on the Board of Directors of Idearc, and Paulson's
beneficial ownership of common stock being limited to 45% of the
issued and outstanding stock of Idearc.  The ability of Idearc to
enter into the standby equity purchase arrangement is subject to
approval of the Bankruptcy Court.  The Bankruptcy Court is
scheduled to consider the Paulson proposal on November 18, 2009.
The obligations of Paulson and Idearc would be subject to
additional conditions set forth in a proposed form of standby
purchase agreement that Idearc filed with its motion for
Bankruptcy Court approval.

A confirmation hearing on Idearc's proposed plan of reorganization
is scheduled for December 9, 2009, and Idearc anticipates that the
reorganized company will be able to emerge from its Chapter 11
proceedings in the near term.

The Bankruptcy Court has approved a disclosure statement in the
Chapter 11 bankruptcy proceeding of Idearc and its domestic
subsidiaries.  The court approved disclosure statement is the
exclusive means by which Idearc may solicit the plan of
reorganization.

Headquartered in DFW Airport, Texas, Idearc, Inc. (NYSE: IAR) --
http://www.idearc.com/-- formerly known as Directories
Disposition Corporation, provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, their information directory for wireless
subscribers.  Idearc is the exclusive official publisher of
Verizon print directories in the markets in which Verizon is
currently the incumbent local exchange carrier.  Idearc uses the
Verizon brand on their print directories in their incumbent
markets, well as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N.D. Tex. Lead Case No. 09-31828).  Toby L.
Gerber, Esq., at Fulbright & Jaworski, LLP, represents the Debtors
in their restructuring efforts.  The Debtors have tapped Moelis &
Company as their investment banker; Kurtzman Carson Consultants
LLC as their laims agent.  William T. Neary, the United States
Trustee for Region 6, appointed six creditors to serve on an
official committee of unsecured creditors of Idearc, Inc., and its
debtor-affiliates.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.  The Debtors' financial condition as of Dec. 31, 2008,
showed total assets of $1,815,000,000 and total debts of
$9,515,000,000.


INSIGNIA SOLUTIONS: Earns $12,461 in Third Quarter
--------------------------------------------------
Insignia Solutions plc reported net income of $12,461 on net
revenues of $3,551,417 for the three months ended September 30,
2009, compared with a net loss of $253,807 on net revenues of
$3,623,771 in the same period of 2008.

Net revenues decreased during the three months ended September 30,
2009, as compared to the three months ended September 30, 2008,
due to a decrease in average order size attributed to continuing
overall economic difficulties.

The reversal to net income during the three months ended
September 30, 2009, from a net loss during the same period last
year was attributed by the Company to improved operating
efficiencies, improved margins and fewer merger related costs.

For the nine months ended September 30, 2009, the Company reported
a net loss of $139,233 on net revenues of $9,266,244, compared
with net income of $115,050 on net revenues of $8,858,418 in the
same period last year.  Results for 2008 included a one-time gain
of $1,113,849 related to the Company's debt conversion in
June 2008.

At September 30, 2009, the Company's consolidated balance sheets
showed $1,954,020 in total assets, $1,609,501 in total
liabilities, and $344,519 in total shareholders' 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?47dd

                       Going Concern Doubt

On March 30, 2009, Malone & Bailey, PC, in Houston, Texas,
expressed substantial doubt about Insignia Solutions plc's ability
to continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
December 31, 2008, and 2007.

The Company has a recent history of operating losses and operating
cash outflows.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

                  About Insignia Solutions plc

Headquartered in Scottsdale, Ariz., Insignia Solutions plc dba
DollarDays International, Inc. is an internet wholesaler.  The
Company develops software programs that allow the Company to
provide general merchandise for resale to businesses through its
Web site at http://www.DollarDays.com/


INTELSAT JACKSON: Bank Debt Trades at 11% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Intelsat Jackson
Holdings Ltd. is a borrower traded in the secondary market at
89.25 cents-on-the-dollar during the week ended Oct. 30, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.83
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 5, 2014.  The Company pays 300 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 30,
among the 161 loans with five or more bids.

Intelsat Jackson Holdings is an indirect subsidiary of Intelsat
Ltd.  Headquartered in Penbroke, Bermuda, Intelsat is the largest
fixed satellite service operator in the world and is privately
held by financial investors.

As reported by the Troubled Company Reporter on Oct. 16, 2009,
Standard & Poor's assigned its 'B+' issue-level and '2' recovery
ratings to Intelsat Jackson Holdings Ltd.'s proposed $500 million
senior notes due 2019.  The '2' recovery rating indicates
expectations for substantial (70%-90%) recovery in the event of a
payment default.  The proposed notes are also guaranteed by
Intelsat Subsidiary Holding Co. Ltd.  Issue proceeds will be used
to purchase and retire about $400 million of the 11.5%/12.5%
senior paid-in-kind election notes due 2017 that reside at
Intelsat Bermuda Ltd. ($2.4 billion outstanding as of
June 30, 2009) and for general corporate purposes.  Ratings are
based on preliminary documentation and are subject to review of
final documents.

In addition, S&P lowered the issue-level ratings on Intelsat Sub
Holdco's unsecured debt to 'B+' from 'BB-'.  This rating action
also applies to the debt at Intelsat Jackson Holdings that is
guaranteed by Sub Holdco.  The downgrade of about $3.7 billion in
debt is due to the increased debt that is guaranteed by Intelsat
Sub Holdco.  S&P revised the recovery rating on these notes to '2'
from '1'.  Also, S&P affirmed the 'B' corporate credit rating on
parent Intelsat Ltd.  The outlook is stable.

The TCR reported on Oct. 16, 2009, that Moody's assigned a B3
rating to Intelsat Jackson Holdings, Ltd.'s new $500 million 10-
year note issue.  The new notes are guaranteed by Intelsat
Jackson's indirect, wholly owned subsidiary, Intelsat Subsidiary
Holding Company, Ltd. and, as they rank equally with existing B3-
rated senior notes issued by Intelsat SubHoldCo (and with senior
notes at Intelsat SubHoldCo's sister company, Intelsat
Corporation), they are rated at the same B3 level.


INTERMET CORP: Will Shut Down Archer Creek Foundry in Campbell
--------------------------------------------------------------
Bryan Gentry at Lynchburg News Advance reports that Intermet Corp.
will close its Archer Creek Foundry in Campbell County, after
plans to sell the facility in September failed.  According to News
Advance, the foundry has informed the county and state that it
will lay off about 192 people on December 26, which is expected to
be permanent.

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.


ION MEDIA: Plan Supplement Fleshes Out Post-Ch. 11 Details
----------------------------------------------------------
According to Law360, Ion Media Networks Inc. has filed a
supplement that fleshes out many of the details of its prepackaged
Chapter 11 restructuring plan.

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

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


JOLT CO: May Close; Chapter 11 Case Dismissed
---------------------------------------------
Matthew Daneman at Democrat and Chronicle reports that Jolt Co.
Inc. sought for the dismissal of its Chapter 11 reorganization
case, of which Bankruptcy Judge John C. Ninfo has agreed to.

Jolt will likely close, after a contentious attempt at
reorganizing fell apart earlier this week, Matthew Daneman at
Democrat and Chronicle relates, citing the Company's lawyer,
William I. Kohn, at Benesch, Friedlander, Coplan & Aronoff.

"I don't see anybody buying the entire package," Democrat and
Chronicle quoted Mr. Kohn as saying.

Jolt CEO Robert Clamp said in court documents that the Company's
woes revolved around a drop in the energy drink market and a fight
with Rexam Beverage Can Co. of Chicago over an agreement to buy
90 million high-end resealable cans.  Democrat and Chronicle
relates that while Jolt was seeking approval to restructure and
continue operations, Rexam Beverage and Jolt founder and former
president Carl J. Rapp tried to block the move.  Mr. Rapp claimed
that Jolt had repositioned itself and its products to better
compete but that investment firm Emigrant Capital Corp. racked up
debt for Jolt and then maneuvered to take it over at a bargain
price to the detriment of other creditors and shareholders,
according to court documents.

Mr. Rapp said in court documents that Emigrant Capital held "sham
negotiations" with Rexam Beverage, which sought to convert Jolt's
Chapter 11 reorganization case to Chapter 7 liquidation.

Citing Mr. Kohn, Democrat and Chronicle relates that Jolt is
likely to go into default, as it has only enough money to make
payroll for a few more days.

Jolt, doing business as Wet Planet Beverages, makes the
caffeinated drink of the same name.  The Company filed for Chapter
11 on Sept. 28 (Bankr. W.D. N.Y. Case No. 09-22531).  The petition
says Jolt had less than $10 million in both assets and debt.
Rexam Beverage Can Co., of Chicago, was named as the largest
unsecured creditors with a disputed claim of $2.1 million.


KANSAS CITY SOUTHERN: Moody's Affirms Corp. Family Rating at B1
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Kansas City
Southern, corporate family rating at B1, and Kansas City Southern
de Mexico S.A. de C.V., corporate family rating at B2, and has
changed the outlook for both companies to stable from negative.
At the same time, Moody's affirmed the debt ratings of The Kansas
City Southern Railway Company and Southern Capital Corporation and
changed their outlooks to stable from negative.

The ratings outlooks were stabilized in anticipation of moderate
growth in demand from the deep cyclical trough experienced in 2009
by both KCSR, the U.S. railroad, and Mexican railroad KCSM.  In
Moody's view, this will result in moderately improved operating
results that will allow both entities to restore financial metrics
to levels commensurate with their respective ratings.  While both
the U.S. and Mexican railroads were beset by the extraordinarily
weak volume levels that have impacted the entire North American
railroad sector over the past year, it is becoming increasingly
likely that freight volumes will stabilize over the next 12-15
months, with carloadings expected to grow slightly on a year-over-
year basis starting in 2010 against much softer prior years comps.
In addition, Moody's expects core pricing to grow at approximately
3-5% for KCSR and KCSM, as it likely will for the industry in
general, through 2010, which supports adequate yield, return, and
cash flow generation over the near term.

As borne out by third quarter financial results, KCSR has been
able to demonstrate flexibility in its cost structure in response
to the weaker demand environment.  Despite a 10% decrease in
revenue year-over-year through September 2009, the company has
been able to restore its operating ratio to under 80% over that
period.  In addition, the company has shown improvement in free
cash flow generation that is expected to carry forward into 2010.
This is important for KCSR in order to continue to improve the
company's liquidity: KCSR carries only a modest cash balance, and
has approximately $40 million outstanding on its $125 million
credit facility as of October 28, 2009.  Going forward, Moody's
expects liquidity and profitability to improve with yield growth
and volume stability, resulting in credit metrics appropriate for
the B1 rating.

Likewise, KCSM is showing signs of modest improvement in operating
conditions, a trend that should continue into 2010, assuming a
mild recovery in the U.S. and Mexican economies.  Volume
improvement is expected to recover a bit more sharply than at the
U.S. railroad, but from a much lower level earlier in 2009.
KCSM's operating results are also expected to improve modestly in
2010, although credit metrics are expected to lag those of KCSR
for some time.  Free cash flow, which had been considerably
negative throughout the year as KCSM maintained required capital
spending and provided about $100 million in dividends to the
parent KCS (with $22 million subsequently returned to KCSM in the
form of an inter-company loan), is expected to turn mildly
positive over the near term.  This will be a key factor for KCSM's
ratings, as the maintenance of a substantial cash balance is
important to offset the lack of access to a bank credit facility.
KCSM cancelled its $81 million revolving credit facility on
March 30, 2009.  Nonetheless, the company operates a
geographically attractive concession in northeast Mexico with good
growth prospects, which will likely support the company's
operating profile over the longer term.

Neither KCSR nor KCSM guarantees the other's debt, nor are the
obligations of KCSR and KCSM cross defaulted to each other.
Therefore, Moody's provides separate corporate family ratings for
both KCSM and KCS.

The stable outlooks for both KCS and KCSM reflect Moody's
expectations that the companies will see modest improvement in
freight volumes over the next 12-18 months, mirroring expectations
for a mild economic recovery in the U.S., which has a significant
impact on both railroads.  Under such a scenario, profitability at
both entities will likely recover to levels that will result in
credit metrics that are appropriate for their respective ratings.

Ratings at KCS could face downward revision if operating
conditions weaken to a point that KCSR's Debt/EBITDA exceeds 5.0
times, if EBIT/Interest approaches 1.5 times, or if deterioration
in liquidity (either inadequate cash available to U.S. operations
or insufficient availability under its revolving credit facility)
becomes a constraint on the company's operating or investing
activities.  The upward ratings consideration at KCS would require
Debt/EBITDA at KCSR of less than 3.5 times and EBIT/Interest in
excess of 2.5 times over a prolonged period.

Ratings could be lowered at KCSM if the company's free cash flow
were to be substantially negative for a sustained period causing a
substantial draw in the company's cash balances.  KCSM's ratings
could also be lowered if EBIT/Interest falls below 1.2 times or if
Debt/EBITDA were to exceed 6 times.  Ratings or their outlook
could be positively impacted if Debt/EBITDA were to fall below 4.5
times and EBIT/Interest were to exceed 1.8 times, with operating
ratios sustained below 80%.

Because of KCSM's sizeable contribution to KCS's business (40% of
the parent company's consolidated revenue), the ratings difference
between KCSR and KCSM will not likely exceed the current one-notch
differential.  This suggests that KCSR's ratings could be
negatively impacted by sustained deterioration in KCSM's operating
performance, particularly if this would result in liquidity or re-
financing difficulties at the Mexican operations that might
require material support from the parent company.

Outlook Actions:

Issuer: Kansas City Southern

  -- Outlook, Changed To Stable From Negative

Issuer: Kansas City Southern Railway Company (The)

  -- Outlook, Changed To Stable From Negative

Issuer: Kansas City Southern de Mexico, S.A. de C.V.

  -- Outlook, Changed To Stable From Negative

Issuer: Southern Capital Corporation

  -- Outlook, Changed To Stable From Negative

The last rating action was on March 23, 2009 when ratings for KCSM
were lowered, corporate family rating to B2, and the ratings
outlook for both KCS and KCSM were changed to negative from
stable.

Kansas City Southern operates a Class I railway in the central
U.S. and, through its wholly-owned subsidiary Kansas City Southern
de Mexico, S.A. de C.V., owns the concession to operate Mexico's
northeastern railroad.


KINGWOOD LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Kingwood, LLC
        PO Box 2230
        Clayton, GA 30525

Case No.: 09-24559

Chapter 11 Petition Date: October 28, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108
                  Email: geeslingm@aol.com

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

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

The petition was signed by David K. Williams, the company's vice
presi.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Appalachian Surveying          Trade Debt             $13,774
Co., Inc.

Berthe Jean Gunter             Trade Debt             $200,000

Community Capital Bank         Trade Debt             $85,417

Eagles Brooke Properties       Trade Debt             $20,000

GDI Environmental Services     Trade Debt             $12,800
Inc.

Georgia Department of Labor                           $21,320

High Trust Bank                Trade Debt             $612,511
280 Country Club Dr., Ste 100
Stockbridge, GA 30281

John Robert Williams           Trade Debt             $369,873
1521 Berkeley Court
Gainesville, GA 30501

Macon Bank                     Trade Debt             $162,600

Marion Frank Menge, Jr.        Trade Debt             $350,000
Jewell Menge
13860 Allanton Road
Panama City, FL 32404

Moore Bass Consulting, Inc.    Trade Debt             $19,738

Mountain Heritage Bank         Trade Debt             $229,798

Mountain Resort Builders       Trade Debt             $311,500
PO Box 308
Ellijay, GA 30540

Pronto Painting, Inc.          Trade Debt             $34,200

Rabun County Tax                                      $76,520

United Community Bank          Trade Debt             $225,500

United Community Bank          Trade Debt             $3,040,337
635 Whitlock Ave.
Marietta, GA 30064

United Community Bank          Trade Debt             $2,388,750
635 Whitlock Ave.
Marietta, GA 30064

United Community Bank          Trade Debt             $1,936,875
635 Whitlock Ave.
Marietta, GA 30064

US Small Business              Trade Debt             $19,924


LAND O'LAKES: S&P Affirms Corporate Credit Rating at 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB+'
corporate credit rating on Land O'Lakes Inc.  The outlook is
stable.

At the same time, Standard & Poor's assigned issue-level and
recovery ratings to Land O'Lakes Inc.'s $375 million revolving
credit facility maturing in 2013 and three private placement note
issues totaling $325 million ($155 million maturing in 2016,
$85 million maturing in 2019, and $85 million maturing in 2021).
The senior secured debt rating is 'BBB', two notches higher than
the corporate credit rating.  The recovery rating is '1', which
indicates its expectation for very high (90%-100%) recovery of
principal and pre-petition interest in the event of a payment
default.

The new revolving credit facility replaces the company's existing
$400 million revolving credit facility and S&P withdrew the 'BBB'
senior secured and '1' recovery ratings on this facility.  S&P
expects the $325 million of private placement notes will be funded
on Dec. 15, 2009, and will repay the existing $149.7 million of 9%
senior secured notes maturing in 2010 (issue is rated 'BBB' with a
'1' recovery rating) and $174 million of 8.75% senior unsecured
notes maturing in 2011 (issue is rated 'BB+' with a '3' recovery
rating).  S&P will withdraw the ratings on these notes when they
are redeemed.  Approximately $965 million of debt was outstanding
as of June 30, 2009.

"The rating on Land O'Lakes Inc. reflects the inherent cyclical
nature and seasonality of many of the cooperative's agricultural-
based businesses and low margins," said Standard & Poor's credit
analyst Pat Jeffrey.  The strength of many of the cooperative's
brands, diverse product line, geographic coverage, its modest
near-term debt maturities, and an experienced management team
somewhat mitigate these factors.

Land O'Lakes is a national, farmer-owned dairy and agricultural
marketing and supply cooperative.  The dairy segment produces and
markets products under the strong Land O'Lakes and Alpine Lace
brands, as well as under regional brands.  Agricultural products
consist of seed, animal feed, and an extensive line of
agricultural supplies and services to farmers and local
cooperatives.  In addition, Land O'Lakes owns Purina Mills, which
is part of Land O'Lakes Purina Feed LLC.  This operation has the
leading market position in the fragmented, but consolidating, U.S.
animal feed industry, as well as a portfolio of national (Land
O'Lakes and Purina Mills brands), regional, and local brands, and
broad geographic coverage.  The addition of the crop protection
products wholesale business from the agronomy joint venture,
Agriliance LLC, fits within the cooperative's strategic focus on
value-added businesses and should allow Land O'Lakes to better
leverage the expertise of the seed and crop protection businesses.
However, this business is highly seasonal and results in
significant swings in working capital and increases in short-term
debt in the first and third quarters, which then declines in the
second and fourth quarters.

Land O'Lakes has faced a difficult operating environment since the
fourth quarter in fiscal 2008 as commodity prices declined
significantly and demand has weakened.   These factors contributed
to unrealized hedging losses of $52 million in the fourth quarter
of fiscal 2008.  However, Standard & Poor's believes that due to
the cooperative's improved financial profile, it can withstand the
seasonality and volatility in its agricultural-based operating
segments.  Although some of the issues Land O'Lakes faces are
beyond its immediate control and reflect the vagaries of the
agricultural sector, S&P expects that the cooperative will
continue to rationalize its operations, reduce operating expenses
to help mitigate margin pressure, and exit unprofitable business
lines.

The stable outlook reflects Standard & Poor's expectations that
Land O'Lakes will maintain its market positions and continue to
pursue its current growth strategy.  S&P believes the company's
planned debt issuance will enhance liquidity by extending near-
term debt maturities.  S&P expects the company will continue to
strive for, on average, credit protection measures of total debt
to EBITDA of less than 3x and FFO to total debt of greater than
25%, to offset the low margins of many of its businesses.  S&P
could revise the outlook to negative if agricultural-based
operating conditions deteriorate, resulting in average total debt
to EBITDA exceeding 3.5x, and average FFO to total debt approaches
20%.  S&P could revise the outlook to positive if Land O'Lakes
maintains a financial risk profile, including credit protection
measures, that are much stronger than the rating category, as well
as successfully weathers the inherent sector volatility.


LEHMAN BROTHERS: Asks to Restructure Real Estate Loan Terms
-----------------------------------------------------------
According to Law360, the collapse of the nation's housing market
hasn't done much good for Lehman Brothers Holdings Inc., which is
asking a federal bankruptcy court to sign off on a bid to
restructure the loan terms on its faltering real estate portfolio.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for $2
dollars plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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


MADISONVILLE STATE BANK: Closed; U.S. Bank Assumes All Deposits
---------------------------------------------------------------
The Federal Deposit Insurance Corporation entered into a purchase
and assumption agreement with U.S. Bank, NA, of Minneapolis,
Minnesota, a wholly-owned subsidiary of U.S. Bancorp, to assume
all of the deposits and essentially all of the assets of nine
failed banks.  The nine banks were closed October 30 by federal
and state bank regulators, which appointed the FDIC as receiver.

The nine banks involved in the transaction are: Bank USA, National
Association, Phoenix, Arizona; California National Bank, Los
Angeles, California; San Diego National Bank, San Diego,
California; Pacific National Bank, San Francisco, California; Park
National Bank, Chicago, Illinois; Community Bank of Lemont,
Lemont, Illinois; North Houston Bank, Houston, Texas; Madisonville
State Bank, Madisonville, Texas; and Citizens National Bank,
Teague, Texas.  As of September 30, 2009, the banks had combined
assets of $19.4 billion and deposits of $15.4 billion.

The nine banks had 153 offices, which will reopen as branches of
U.S. Bank beginning tomorrow during their normal business hours.
Depositors of the nine banks will automatically become depositors
of U.S. Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branches until U.S. Bank can
fully integrate the deposit records of the nine failed banks.

The FDIC and U.S. Bank entered into a loss-share transaction on
approximately $14.4 billion of the combined purchased assets of
$18.2 billion.  U.S. Bank will share in the losses on the asset
pools covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can contact the
FDIC as follows:

Failed Bank

(a) Bank USA, National Association
1-800-913-3062
http://www.fdic.gov/bank/individual/failed/bankusa-az.html

(b) California National Bank
1-800-913-5861
http://www.fdic.gov/bank/individual/failed/calnational.html

(c) San Diego National Bank
1-800-517-1839
http://www.fdic.gov/bank/individual/failed/sandiegonational.html

(d) Pacific National Bank
1-800-508-8289
http://www.fdic.gov/bank/individual/failed/pacificnational-ca.html

(e) Park National Bank
1-800-450-5668
http://www.fdic.gov/bank/individual/failed/park-il.html

(f) Community Bank of Lemont
1-800-528-6357
http://www.fdic.gov/bank/individual/failed/community-lemont.html

(g) North Houston Bank
1-800-501-1872
http://www.fdic.gov/bank/individual/failed/northhouston-tx.html

(h) Madisonville State Bank
1-800-913-3053
http://www.fdic.gov/bank/individual/failed/madisonville-tx.html

(i) Citizens National Bank
1-800-517-1843
http://www.fdic.gov/bank/individual/failed/citizens-teague.html

The nine banks were subsidiaries of FBOP Corporation, Oak Park,
Illinois.  FBOP Corporation was not closed and was not subject to
the October 30 actions.

FBOP is run by Michael Kelly, who from his base in the Chicago
suburbs snapped up banks in San Diego, Los Angeles, Houston, and
San Francisco. He started in 1990 with First Bank of Oak Park,
which had $125 million in assets.

The FDIC's Board of Directors issued notices of assessment of
cross guaranty liability against Park National Bank and Citizens
National Bank.  Under statutory authority, the FDIC may assess
affiliated banks for losses incurred by the Deposit Insurance Fund
(DIF) from the failure of other banks, such as those owned by FBOP
Corporation.  Congress granted the FDIC authority in 1989 to
reduce the cost to the DIF for the resolution of affiliated
institutions owned by the same company. The two banks were unable
to pay the amounts assessed and were closed by their chartering
authorities.

The FDIC estimates that the cost of the nine banks to the DIF will
be a combined $2.5 billion. U.S. Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. The failure of the nine banks brings the
nation's total number this year to 115.

By number, banks in Georgia account for one-fifth of all U.S.
banks closing this year, with 20 failures, followed by Illinois
with 19, California with 13, and Florida with nine.


MAMMOTH SAN JUAN: Taps Corcovelos Law as Gen. Bankruptcy Counsel
----------------------------------------------------------------
Mammoth San Juan Capistrano I, LLC, asks the U.S. Bankruptcy Court
for the Central District of California for permission to employ
the Corcovelos Law Group as general bankruptcy counsel.

The firm will, among other things:

   -- advise the Debtor on the requirements of the Bankruptcy
      Code, the Federal Rules of Bankruptcy Procedure, the Local
      Bankruptcy Rules, and the requirements of the U.S. Trustee
      pertaining to the administration of the Debtor's estate;

   -- prepare motions, applications, answers, orders, memoranda,
      reports, and papers, etc., in connection with the
      administration of the estate; and

   -- protect and preserve the estate by prosecuting and defending
      actions commenced by or against the Debtor and analyzing,
      and preparing necessary objections to, proofs of claim filed
      against the estate.

Thomas Corcovelos, Esq., a director of the firm, tells the Court
that the firm received a $25,000 retainer against future fees and
expenses.  The source of the retainer payments was the Debtor.

The hourly rates of the firm's personnel are:

     Mr. Corcovelos                $400
     Bahar Geslin                  $300
     Paralegals                    $200

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

Mr. Corcovelos can be reached at:

     Corcovelos Law Group
     1001 Sixth St., Suite 150
     Manhattan Beach, CA 90266

                About Mammoth San Juan Capistrano

San Juan Capistrano, California-based Mammoth San Juan Capistrano
I LLC operates a real estate business.  The Company filed for
Chapter 11 on July 8, 2009 (Bankr. C. D. Calif. Case No.
09-16836).  Thomas Corcovelos, Esq., at Corcovelos Law Group
represents the Debtor in its restructuring efforts.  The Debtor
listed between $10 million and $50 million each in assets and
debts.


MAX & ERMA'S: Closes Short Pump Location at John Rolfe
------------------------------------------------------
Max & Erma's Short Pump Location in the John Rolfe Commons
shopping center is now closed, Trevor Dickerson at Downtown Short
Pump reports, citing on of its readers, Aaron Lee.  According to
Downtown Short Pump, a sign on the center's door says that the
location could possibly reopen once the John Rolfe Parkway road
project is cut through.  Downtown Short Pump relates that the
delayed project has hurt businesses in the shopping center.

Max & Erma's owns a chain of 106 restaurants around Pittsburgh.
The restaurants are mainly in Pennsylvania, Ohio, and Michigan,
with a few in Chicago, Washington, Atlanta, and Kentucky.  About
79 are company-owned and operated, while 27 belong to franchisees.
Max & Erma's is owned by G&R Acquisitions, North Side.  The chain
started operating in 1972, taking the Max & Erma's name from two
owners of a bar.


METCALF PAVING: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
The Metcalf Paving Co. Inc. has filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Connecticut, listing $1 million to $10 million in assets against
$1 million to $10 million in debts owed to 100 to 199 creditors.

Court documents say that The Metcalf Paving owes:

     -- $1.4 million to Tilcon CT Inc.,
     -- $216,901 to A.E.N. Asphalt Inc.,
     -- $144,249.73 to H.I. Stone & Son Inc., and
     -- $17,521.34 in unpaid taxes.

David Krechevsky at Republican-American relates that the Tax
Collector's office said that with interest the amount is now
$18,314.50.  According to Republican-American, The Metcalf Paving
owes:

     -- $5,476 in motor vehicle taxes for 2007 and 2008;

     -- $5,415 in property taxes and interest on the 2007 grand
        list that were due on January 9; and

     -- $7,424 in property taxes and interest on the 2008 grand
        list, which the Company didn't pay despite being granted
        an extension to August 1.

Ira B. Charmoy, Esq., at Zeldes, Needle & Cooper, assists The
Metcalf Paving in its restructuring efforts.

The Metcalf Paving Co. Inc. is a paving and asphalt milling
company based in the Pines Bridge Industrial Park.  Metcalf Paving
is a family-owned company that started in Southbury before moving
to 65 Lancaster Drive in the industrial park.


METROPCS WIRELESS: Bank Debt Trades at 6% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which MetroPCS
Communications, Inc., is a borrower traded in the secondary market
at 94.03 cents-on-the-dollar during the week ended Oct. 30, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.80
percentage points from the previous week, The Journal relates.
The loan matures on
Oct. 11, 2013.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba3
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

MetroPCS Communications, Inc., is a wireless communications
provider that offers wireless broadband mobile services under the
MetroPCS brand in selected metropolitan areas in the United States
over its own licensed networks or networks of entities, in which
the Company holds a substantial non-controlling ownership
interest.  The Company provides an array of wireless
communications services to its subscribers on a no long-term
contract, paid-in-advance, flat-rate, unlimited usage basis.  As
of Dec. 31, 2008, it had approximately 5.4 million subscribers in
eight states.

MetroPCs carries 'B' issuer credit ratings from Standard & Poor's.


NEIMAN MARCUS: Bank Debt Trades at 14.57% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 85.43
cents-on-the-dollar during the week ended Oct. 30, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.88 percentage points
from the previous week, The Journal relates.  The loan matures on
April 6, 2013.  The Company pays 200 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


MIDWAY GAMES: Wants Excl. Plan Filing Extended until December 29
----------------------------------------------------------------
Midway Games Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the
exclusive period to file a Chapter 11 plan and to solicit
acceptances of the plan until Dec. 29, 2009, and Feb. 28, 2009.

This is the Debtors' forth motion to extend its exclusive periods.

The Debtors relate that they are in discussion regarding matters
in connection with the formulation of a Chapter 11 Plan.  The
Debtors add that they need to dealt with issues on the appropriate
allocation of the sale proceeds and the level of funds expected to
be available for distribution to unsecured creditors.

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to
Warner Bros. Entertainment Inc. in a sale approved by the Court.
The aggregate gross purchase price is roughly $49 million,
including the assumption of certain liabilities.  Midway is
disposing of its remaining assets.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.  A full-text copy of the
Debtors' monthly operating report for the month ended June 30, is
available at http://researcharchives.com/t/s?41c1


MONTGOMERY REALTY: Meeting of Creditors Continued on November 3
---------------------------------------------------------------
The U.S. Trustee for Region 16 will continue the meeting of
creditors in Montgomery Realty Group, Inc.'s Chapter 11 case on
Nov. 3, 2009, at 4:00 p.m. at the San Francisco U.S. Trustee
Office.

As reported in the Troubled Company Reporter on July 23, 2009, the
first meeting of creditors in Montgomery Realty Group, Inc.'s
bankruptcy case was held on Aug. 11, 2009.

Based in San Francisco, Montgomery Realty Group, Inc. filed for
Chapter 11 relief on July 6, 2009 (Bankr. C.D. Calif. Case No.
09-31879.  Montgomery leases and operates improved properties.
Michael St. James, Esq., at St. James Law, represents the Debtor
as counsel.  When the Debtor filed for protection from its
creditors, it listed total assets of between $10 million and
$50 million each in assets and debts.


MORTGAGE GUARANTY: Fitch Cuts Insurer Strength Rating to 'BB-'
--------------------------------------------------------------
Fitch Ratings has downgraded Mortgage Guaranty Insurance Corp.'s
Insurer Financial Strength rating to 'BB-' from 'BBB-'.  Fitch has
simultaneously downgraded MGIC Investment Corp.'s long-term issuer
rating to 'B-' from 'B', and its senior notes to 'B-' from 'B'.
All of the affected ratings have been removed from Rating Watch
Negative.  The IFS and long-term issuer ratings have been assigned
Negative Rating Outlooks.

The downgrades are driven primarily by Fitch's concern regarding
capital adequacy, business continuity and holding company
liquidity.  MGIC's third quarter 2009 (3Q'09) results included a
significant increase in the delinquency of full documentation
prime mortgages which resulted in higher losses incurred at the
operating company level.  The ability of the operating company to
continue to write new business remains uncertain, although recent
developments indicate progress on that front.  The holding company
continues to face near to medium term liquidity demands with the
maturity of its September 2011 senior notes and longer term
liquidity demands with respect to its November 2015 senior notes.

Capital adequacy is a particular area of concern with higher loss
ratios negatively impacting earnings and capital.  The 3Q'09 loss
ratio rose to 331% from 222% in 2Q'09, partly driven by a premium
adjustment for rescissions.  After a period of flat to declining
new default notices related to prime loans, new prime full
documentation loan default notices increased in 3Q'09, mirroring
the difficult macro economic and employment climate.  This implies
that losses (and resultant capital erosion) are unlikely to abate
in the near term, as unemployment is anticipated by many analysts,
including Fitch's economic team, to increase through mid 2010.

Business continuity exhibits a more mixed outlook.  MGIC's
restructuring initiative still needs regulatory approval from
state regulators and consent from one of the GSEs, with the
consent of one GSE already received.  Fitch believes these
approvals and consents will likely be forthcoming.  Fitch views
the reduction in proposed downstreaming of capital to MGIC
Indemnity Corp., from an initial $500 million (announced in July)
to the $200 million, with no additional planned amounts, as less
detrimental to existing policyholders, given the subordination of
their claim on downstreamed capital for payment of losses.
Earnings from new business are expected to be at high profit
margins but due to lower volumes, not expected to generate a
sufficient offset against rising reserve requirements.

The Outlook will remain Negative until the rate of mortgage
delinquencies mortgages exhibits sustained stabilization or
decline, and an appropriate level of reserves can be determined.
Losses will also be impacted by the ultimate level of rescissions
and any benefit from the Home Affordability Modification Program
(HAMP).  Fitch notes that rescission activity is likely to be
lower with respect to full documentation prime mortgage
delinquencies, but that HAMP may provide some ultimate loss
mitigation for this product.

Holding company liquidity remains challenged due to ongoing losses
and limited ability to upstream dividends.  As of Oct. 14, 2009,
MGIC IC had approximately $97 million in short-term investments,
the majority of which was in cash.  The remaining par of senior
notes due September 2011 was approximately $86 million, with
approximate interest cost on all of the remaining senior notes
(both 2011 and 2015 maturities) of approximately $21 million per
annum, or $41 million through September 2011, implying a cash
shortfall at maturity of ($30) million before any dividends to the
holding company.  As part of MGIC's restructuring initiative,
Fannie Mae has consented to a $100 million dividend from MGIC to
MGIC IC to be used for debt servicing needs, which, if approved by
MGIC's regulator, should help to alleviate near term liquidity
constraints.  Longer term, Fitch expects continued holding company
liquidity pressure with respect to servicing the November 2015
senior notes.  While any dividend places policyholders at a
disadvantage relative to holding company bondholders, Fitch would
view a holding company bankruptcy as a negative to policyholders,
in that run off of the operating companies would be more likely to
occur.  The continued ability of MGIC and its wholly owned
subsidiaries to write new business under tighter guidelines could
be capital accretive and beneficial to policyholders in the longer
term.

Fitch has downgraded these ratings, removed them from Rating Watch
Negative, and assigned a Negative Outlook:

Mortgage Guaranty Insurance Corp.

  -- IFS to 'BB-' from 'BBB-', removed from Rating Watch Negative
     and assigned a Negative Outlook.

MGIC Investment Corp.

  -- Long-term Issuer rating to 'B-' from 'B', removed from Rating
     Watch Negative and assigned a Negative Outlook.

Fitch has downgraded these debt ratings and removed them from
Rating Watch Negative:

  -- $200 million 5.625% senior notes due Sept. 15, 2011, to 'B-'
     from 'B', removed from Rating Watch Negative;

  -- $300 million 5.375% senior notes due Nov. 1, 2015, to 'B-'
     from 'B', removed from Rating Watch Negative.

This rating remains unaffected:

MGIC Investment Corp.

  -- $390 million 9% convertible junior subordinated debentures
     due 2063 'C'.


NETFLIX INC: Moody's Assigns Corporate Family Rating at 'Ba2'
-------------------------------------------------------------
In a press release dated October 28, 2009, Moody's incorrectly
stated that pro forma leverage for the twelve months ended
September 30, 2009, was 1.9x.  Pro forma leverage for the twelve
month period ended September 30, 2009, was 1.4x.

The corrected text follows.

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
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 1.4x 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.

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.


NEW MEXICO HOSPITAL: Fitch Lifts Rating on $7.15 Mil. Bonds to BB-
------------------------------------------------------------------
Fitch Ratings has upgraded the rating on approximately
$7.15 million of New Mexico Hospital Equipment Loan Council
hospital facility refunding and improvement revenue bonds
(Rehoboth McKinley Christian Hospital Project), series 2007A, to
'BB-' from 'B'.  The Rating Outlook is Stable.

The upgrade is based on Rehoboth McKinley Christian Hospital's
sustained improvement in operating performance which has led to a
significantly improved liquidity position.  Additional credit
strengths include a dominant market share and Medicare designated
sole community provider status, strong debt service coverage, and
improved management practices over the last few years.  RMCH was
able to reduce its days in accounts receivable from 55 days in
fiscal 2008 to 40.5 days in fiscal 2009 (ended Aug. 31), which
largely led to the significant improvement in the unrestricted
cash and investments figure of $8.7 million from $2.9 million a
year earlier.  This increase improves days cash on hand to 55
days, the cushion ratio to 4.7 times (x), and cash to debt to
122.1%, all of which compare well to the below investment grade
medians of 60 days, 3.6x, and 40.2%.  Additionally, RMCH posted
its fourth consecutive year of positive operating results, with an
operating profit of $1.49 million for unaudited fiscal 2009 (2.2%
operating margin).  Part of this improvement can be attributed to
the sale of the dialysis unit which netted approximately
$1.5 million in proceeds which are to be spent on capital plant
enhancements.  The dialysis unit accounted for approximately
$7.5 million of net revenues but had consistently posted negative
operating results and carried sizable expenses which dragged down
overall profitability.

Lending credit strength is RMCH's position as the dominant
provider of inpatient acute health services, garnering a 73% share
(most recent available figures).  RMCH has no real competitive
threat as the next closest non-Indian Health Services hospitals
are located 55 miles and 63 miles away, both of which have fewer
than 50 beds.  Given their location, RMCH has earned the SCP
designation which generated $7.7 million in extra income for
fiscal 2009 (including supplemental SCP funds from the in-state
matching program), up from $6.5 million in fiscal 2008.  Further,
maximum annual debt service coverage by EBITDA was 2.6x for
unaudited 2009, on MADS of $1.86 million (including capital
leases).  The strong coverage is also reflective of the light debt
burden as measured by debt to EBITDA of 1.5x (below IG median is
4x) and MADS as a percent of revenue of 1.9% (median of 3.1%).
MADS declines to $1.28 million in fiscal 2010 and to just over
$750,000 in fiscal 2011.  Lastly, management has shown a
commitment to operating sustainability, improving the revenue
cycle process, and improving patient quality and satisfaction.

Primary credit concerns for RMCH include its small revenue size
and a high reliance on governmental payors (including supplemental
funds); specifically the uncertainty surrounding the reserving
policy related to its Medicaid claims.  RMCH's small revenue size
leaves it vulnerable to operating volatility as relatively small
changes in utilization, revenues, or expenses can have a
significant impact on profitability.  Recent results suggest that
current management practices have sufficiently matched expenses to
revenues, which Fitch expects to continue over the near to medium
term.  RMCH has outstanding Medicaid cost reports dating back
several years with a combined liability reserved at approximately
$7.3 million.  Although recent experience has shown favorable
adjustments to RMCH once these cost reports are closed, the risk
of unfavorable adjustments remains and presents downside risk if
these liabilities were immediately due in full.  Further, the
reliance on supplemental funds from in-state matching programs
exposes RMCH to additional reimbursement risk, although to date it
has not been an issue.

The Stable Outlook is based on Fitch's belief that RMCH will
continue to produce positive operating results supported by the
improved management practices.  Fitch expects liquidity to be
maintained over the near term as there are no major capital
projects planned.  Additionally, management noted it plans to use
the dialysis proceeds over the next two years for regular upkeep
and improvements of its equipment and plant.  Fitch expects the
audit to be released in early January 2010 and upon review, will
update the market accordingly if necessary.

Rehoboth McKinley Christian Hospital is a 69-bed acute care
hospital located in Gallup, NM.  It is approximately 138 miles
east of Albuquerque, NM, and 180 miles west of Flagstaff, AZ.
Total revenues for the unaudited year ending Aug. 31, 2009, were
approximately $67.8 million.


NORTH HOUSTON BANK: Closed; U.S. Bank Assumes All Deposits
----------------------------------------------------------
The Federal Deposit Insurance Corporation entered into a purchase
and assumption agreement with U.S. Bank, NA, of Minneapolis,
Minnesota, a wholly-owned subsidiary of U.S. Bancorp, to assume
all of the deposits and essentially all of the assets of nine
failed banks.  The nine banks were closed October 30 by federal
and state bank regulators, which appointed the FDIC as receiver.

The nine banks involved in the transaction are: Bank USA, National
Association, Phoenix, Arizona; California National Bank, Los
Angeles, California; San Diego National Bank, San Diego,
California; Pacific National Bank, San Francisco, California; Park
National Bank, Chicago, Illinois; Community Bank of Lemont,
Lemont, Illinois; North Houston Bank, Houston, Texas; Madisonville
State Bank, Madisonville, Texas; and Citizens National Bank,
Teague, Texas.  As of September 30, 2009, the banks had combined
assets of $19.4 billion and deposits of $15.4 billion.

The nine banks had 153 offices, which will reopen as branches of
U.S. Bank beginning tomorrow during their normal business hours.
Depositors of the nine banks will automatically become depositors
of U.S. Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branches until U.S. Bank can
fully integrate the deposit records of the nine failed banks.

The FDIC and U.S. Bank entered into a loss-share transaction on
approximately $14.4 billion of the combined purchased assets of
$18.2 billion.  U.S. Bank will share in the losses on the asset
pools covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can contact the
FDIC as follows:

Failed Bank

(a) Bank USA, National Association
1-800-913-3062
http://www.fdic.gov/bank/individual/failed/bankusa-az.html

(b) California National Bank
1-800-913-5861
http://www.fdic.gov/bank/individual/failed/calnational.html

(c) San Diego National Bank
1-800-517-1839
http://www.fdic.gov/bank/individual/failed/sandiegonational.html

(d) Pacific National Bank
1-800-508-8289
http://www.fdic.gov/bank/individual/failed/pacificnational-ca.html

(e) Park National Bank
1-800-450-5668
http://www.fdic.gov/bank/individual/failed/park-il.html

(f) Community Bank of Lemont
1-800-528-6357
http://www.fdic.gov/bank/individual/failed/community-lemont.html

(g) North Houston Bank
1-800-501-1872
http://www.fdic.gov/bank/individual/failed/northhouston-tx.html

(h) Madisonville State Bank
1-800-913-3053
http://www.fdic.gov/bank/individual/failed/madisonville-tx.html

(i) Citizens National Bank
1-800-517-1843
http://www.fdic.gov/bank/individual/failed/citizens-teague.html

The nine banks were subsidiaries of FBOP Corporation, Oak Park,
Illinois.  FBOP Corporation was not closed and was not subject to
the October 30 actions.

FBOP is run by Michael Kelly, who from his base in the Chicago
suburbs snapped up banks in San Diego, Los Angeles, Houston, and
San Francisco. He started in 1990 with First Bank of Oak Park,
which had $125 million in assets.

The FDIC's Board of Directors issued notices of assessment of
cross guaranty liability against Park National Bank and Citizens
National Bank.  Under statutory authority, the FDIC may assess
affiliated banks for losses incurred by the Deposit Insurance Fund
(DIF) from the failure of other banks, such as those owned by FBOP
Corporation.  Congress granted the FDIC authority in 1989 to
reduce the cost to the DIF for the resolution of affiliated
institutions owned by the same company. The two banks were unable
to pay the amounts assessed and were closed by their chartering
authorities.

The FDIC estimates that the cost of the nine banks to the DIF will
be a combined $2.5 billion. U.S. Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. The failure of the nine banks brings the
nation's total number this year to 115.

By number, banks in Georgia account for one-fifth of all U.S.
banks closing this year, with 20 failures, followed by Illinois
with 19, California with 13, and Florida with nine.


NOVELIS INC: Bank Debt Trades at 10.26% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Novelis, Inc., is
a borrower traded in the secondary market at 89.74 cents-on-the-
dollar during the week ended Oct. 30, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.67 percentage points from
the previous week, The Journal relates.  The loan matures on July
6, 2014.  The Company pays 200 basis points above LIBOR to borrow
under the facility.  The bank debt is not rated by Moody's while
it carries Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

As stated by the Troubled Company Reporter on Aug. 7, 2009,
Standard & Poor's Ratings Services assigned its 'B-' debt rating
to Novelis, Inc.'s proposed US$185 million senior unsecured notes
due 2015.  At the same time, S&P assigned a recovery rating of '6'
to the notes, indicating S&P's expectation of negligible (0%-10%)
recovery in a default scenario.

The TCR also said that Moody's Investors Service affirmed Novelis,
Inc's B2 corporate family rating, B2 probability of default
rating, and the Ba3 rating on the senior secured revolver and term
loan, as well as the Ba3 rating on Novelis Corporation's senior
secured term loan.  At the same time, Moody's downgraded the
rating on the 7.25% senior notes to Caa1 from B3 and assigned a
Caa1 rating to Novelis Inc's new note issue maturing Feb. 15,
2015.  The rating outlook is negative.

Moody's last rating action on Novelis was January 30, 2009 when
the company's ratings were downgraded (corporate family rating to
B2 from B1)

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  For the fiscal year ended
March 31, 2009, the company had total shipments of approximately
2,943 kilotonnes and generated $10.2 billion in revenues.


PACIFIC ENERGY: Wants Ch. 11 Plan Filing Extended Until March 4
---------------------------------------------------------------
Pacific Energy Resources Ltd. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend the
exclusive periods to file a Chapter 11 Plan and to solicit
acceptances of the plan until March 4, 2010, and May 4, 2010.

This is the second request of the Debtors for an extension of the
exclusive periods.

The Debtors relate that they needed more time to resolve various
pending matters, continue to gather information and to negotiate a
consensual liquidating plan with the creditors.

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.


PACIFIC NATIONAL BANK: Closed; U.S. Bank Assumes All Deposits
-------------------------------------------------------------
The Federal Deposit Insurance Corporation entered into a purchase
and assumption agreement with U.S. Bank, NA, of Minneapolis,
Minnesota, a wholly-owned subsidiary of U.S. Bancorp, to assume
all of the deposits and essentially all of the assets of nine
failed banks.  The nine banks were closed October 30 by federal
and state bank regulators, which appointed the FDIC as receiver.

The nine banks involved in the transaction are: Bank USA, National
Association, Phoenix, Arizona; California National Bank, Los
Angeles, California; San Diego National Bank, San Diego,
California; Pacific National Bank, San Francisco, California; Park
National Bank, Chicago, Illinois; Community Bank of Lemont,
Lemont, Illinois; North Houston Bank, Houston, Texas; Madisonville
State Bank, Madisonville, Texas; and Citizens National Bank,
Teague, Texas.  As of September 30, 2009, the banks had combined
assets of $19.4 billion and deposits of $15.4 billion.

The nine banks had 153 offices, which will reopen as branches of
U.S. Bank beginning tomorrow during their normal business hours.
Depositors of the nine banks will automatically become depositors
of U.S. Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branches until U.S. Bank can
fully integrate the deposit records of the nine failed banks.

The FDIC and U.S. Bank entered into a loss-share transaction on
approximately $14.4 billion of the combined purchased assets of
$18.2 billion.  U.S. Bank will share in the losses on the asset
pools covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can contact the
FDIC as follows:

Failed Bank

(a) Bank USA, National Association
1-800-913-3062
http://www.fdic.gov/bank/individual/failed/bankusa-az.html

(b) California National Bank
1-800-913-5861
http://www.fdic.gov/bank/individual/failed/calnational.html

(c) San Diego National Bank
1-800-517-1839
http://www.fdic.gov/bank/individual/failed/sandiegonational.html

(d) Pacific National Bank
1-800-508-8289
http://www.fdic.gov/bank/individual/failed/pacificnational-ca.html

(e) Park National Bank
1-800-450-5668
http://www.fdic.gov/bank/individual/failed/park-il.html

(f) Community Bank of Lemont
1-800-528-6357
http://www.fdic.gov/bank/individual/failed/community-lemont.html

(g) North Houston Bank
1-800-501-1872
http://www.fdic.gov/bank/individual/failed/northhouston-tx.html

(h) Madisonville State Bank
1-800-913-3053
http://www.fdic.gov/bank/individual/failed/madisonville-tx.html

(i) Citizens National Bank
1-800-517-1843
http://www.fdic.gov/bank/individual/failed/citizens-teague.html

The nine banks were subsidiaries of FBOP Corporation, Oak Park,
Illinois.  FBOP Corporation was not closed and was not subject to
the October 30 actions.

FBOP is run by Michael Kelly, who from his base in the Chicago
suburbs snapped up banks in San Diego, Los Angeles, Houston, and
San Francisco. He started in 1990 with First Bank of Oak Park,
which had $125 million in assets.

The FDIC's Board of Directors issued notices of assessment of
cross guaranty liability against Park National Bank and Citizens
National Bank.  Under statutory authority, the FDIC may assess
affiliated banks for losses incurred by the Deposit Insurance Fund
(DIF) from the failure of other banks, such as those owned by FBOP
Corporation.  Congress granted the FDIC authority in 1989 to
reduce the cost to the DIF for the resolution of affiliated
institutions owned by the same company. The two banks were unable
to pay the amounts assessed and were closed by their chartering
authorities.

The FDIC estimates that the cost of the nine banks to the DIF will
be a combined $2.5 billion. U.S. Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. The failure of the nine banks brings the
nation's total number this year to 115.

By number, banks in Georgia account for one-fifth of all U.S.
banks closing this year, with 20 failures, followed by Illinois
with 19, California with 13, and Florida with nine.


PARK NATIONAL BANK: Closed; U.S. Bank Assumes All Deposits
----------------------------------------------------------
The Federal Deposit Insurance Corporation entered into a purchase
and assumption agreement with U.S. Bank, NA, of Minneapolis,
Minnesota, a wholly-owned subsidiary of U.S. Bancorp, to assume
all of the deposits and essentially all of the assets of nine
failed banks.  The nine banks were closed October 30 by federal
and state bank regulators, which appointed the FDIC as receiver.

The nine banks involved in the transaction are: Bank USA, National
Association, Phoenix, Arizona; California National Bank, Los
Angeles, California; San Diego National Bank, San Diego,
California; Pacific National Bank, San Francisco, California; Park
National Bank, Chicago, Illinois; Community Bank of Lemont,
Lemont, Illinois; North Houston Bank, Houston, Texas; Madisonville
State Bank, Madisonville, Texas; and Citizens National Bank,
Teague, Texas.  As of September 30, 2009, the banks had combined
assets of $19.4 billion and deposits of $15.4 billion.

The nine banks had 153 offices, which will reopen as branches of
U.S. Bank beginning tomorrow during their normal business hours.
Depositors of the nine banks will automatically become depositors
of U.S. Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branches until U.S. Bank can
fully integrate the deposit records of the nine failed banks.

The FDIC and U.S. Bank entered into a loss-share transaction on
approximately $14.4 billion of the combined purchased assets of
$18.2 billion.  U.S. Bank will share in the losses on the asset
pools covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can contact the
FDIC as follows:

Failed Bank

(a) Bank USA, National Association
1-800-913-3062
http://www.fdic.gov/bank/individual/failed/bankusa-az.html

(b) California National Bank
1-800-913-5861
http://www.fdic.gov/bank/individual/failed/calnational.html

(c) San Diego National Bank
1-800-517-1839
http://www.fdic.gov/bank/individual/failed/sandiegonational.html

(d) Pacific National Bank
1-800-508-8289
http://www.fdic.gov/bank/individual/failed/pacificnational-ca.html

(e) Park National Bank
1-800-450-5668
http://www.fdic.gov/bank/individual/failed/park-il.html

(f) Community Bank of Lemont
1-800-528-6357
http://www.fdic.gov/bank/individual/failed/community-lemont.html

(g) North Houston Bank
1-800-501-1872
http://www.fdic.gov/bank/individual/failed/northhouston-tx.html

(h) Madisonville State Bank
1-800-913-3053
http://www.fdic.gov/bank/individual/failed/madisonville-tx.html

(i) Citizens National Bank
1-800-517-1843
http://www.fdic.gov/bank/individual/failed/citizens-teague.html

The nine banks were subsidiaries of FBOP Corporation, Oak Park,
Illinois.  FBOP Corporation was not closed and was not subject to
the October 30 actions.

FBOP is run by Michael Kelly, who from his base in the Chicago
suburbs snapped up banks in San Diego, Los Angeles, Houston, and
San Francisco. He started in 1990 with First Bank of Oak Park,
which had $125 million in assets.

The FDIC's Board of Directors issued notices of assessment of
cross guaranty liability against Park National Bank and Citizens
National Bank.  Under statutory authority, the FDIC may assess
affiliated banks for losses incurred by the Deposit Insurance Fund
(DIF) from the failure of other banks, such as those owned by FBOP
Corporation.  Congress granted the FDIC authority in 1989 to
reduce the cost to the DIF for the resolution of affiliated
institutions owned by the same company. The two banks were unable
to pay the amounts assessed and were closed by their chartering
authorities.

The FDIC estimates that the cost of the nine banks to the DIF will
be a combined $2.5 billion. U.S. Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. The failure of the nine banks brings the
nation's total number this year to 115.

By number, banks in Georgia account for one-fifth of all U.S.
banks closing this year, with 20 failures, followed by Illinois
with 19, California with 13, and Florida with nine.


PARLUX FRAGRANCES: Signs Feb. 15 Extension with Regions Bank
------------------------------------------------------------
Parlux Fragrances, Inc. has signed a Second Amendment to Loan
Agreement and Amendment to Forbearance Agreement with Regions Bank
extending the forbearance period through February 15, 2010 and
calling for Parlux to repay the remaining loan balance over the
course of the extension period.  The Second Amendment calls for
the Company to continue to comply with certain covenants, as
previously defined in the Forbearance Agreement with Regions Bank
under the Loan and Security Agreement, dated as of July 22, 2008,
as amended. The Company now is in full compliance with all
covenants under the Loan and Security Agreement, as amended, and
anticipates that it will be able to remain in compliance during
the term of the extension.

A copy of the Forbearance Agreement is available for free at:

              http://researcharchives.com/t/s?47f5

Mr. Neil J. Katz, Chairman and CEO, noted, "We are very pleased to
have concluded this process in a manner that was amenable to both
parties. Based upon our internal projections, we anticipate being
able to comfortably pay down the remaining debt as now scheduled,
while producing and shipping our holiday products during this
important season. We plan to share further details regarding this
transaction during our investor conference call scheduled for next
week."

                          Conference Call

The Company will hold a conference call on Thursday, November 5,
2009, at 9:00 a.m. (EST) to discuss the Company's quarterly
results and to provide additional outlook on the next quarter.  To
participate, please call Toll Free: 888-595-5338 or International:
201-526-1830.  A digital replay of the conference call will be
available from Thursday, November 5, 2009, after 3:00 p.m., until
midnight November 11, 2009. To access the rebroadcast, Toll Free:
1-888-632-8973 or International: 201.499.0429.  Replay Code:
61326424.  The Company is now offering its shareholders access to
its conference calls via audio webcast link directly on its
website http://www.parlux.comand click on the red link, "Parlux
Webcast Site".

                   About Parlux Fragrances, Inc.

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.


PETCO ANIMAL: Bank Debt Trades at 4.4% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which PETCO Animal
Supplies Stores, Inc., is a borrower traded in the secondary
market at 95.60 cents-on-the-dollar during the week ended Oct. 30,
2009, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.52 percentage points from the previous week, The Journal
relates.  The loan matures on Sept. 26, 2013.  The Company pays
200 basis points above LIBOR to borrow under the facility.  The
bank debt carries Moody's B1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
widely quoted syndicated loans in secondary trading in the week
ended Oct. 30, among the 161 loans with five or more bids.

The Troubled Company Reporter said on June 29, 2009, that Moody's
affirmed PETCO Animal Supplies Stores, Inc.'s Corporate Family
Rating at B2; Probability of Default Rating at B2; $686 million
senior secured term loan due 2013 at B1 (LGD 3, 33%), and changed
the outlook to stable from negative.

PETCO Animal Supplies Inc., headquartered in San Diego,
California, is a specialty retailer of premium supplies, food and
services for household pets.  The company operates about 1,000
stores in all 50 U.S. states.  Revenues were about $2.6 billion
for the last twelve months ending May 2, 2009.


PHILADELPHIA NEWSPAPERS: Revenue Drops Expected in 2009-2011
------------------------------------------------------------
Philadelphia Newspapers LLC is expecting a 20.6% decline in
revenue, including a 27.7% drop in ad revenue, this year, court
documents say.

Philadelphia Inquirer states that Philadelphia Newspapers expects
advertising and overall revenue to continue to decline through
2011, although the drop will diminish each year.

According to Christopher K. Hepp at Philadelphia Inquirer, The
Philadelphia Newspapers reported that it expected $316 million in
total revenue in 2009, down from $398 million in 2008.  Revenue in
2007 totaled $443 million.  Philadelphia Newspapers said in a
statement that revenue would drop 7.4% in 2010 and 2.4% in 2011.

Philadelphia Inquirer says that Philadelphia Newspapers expected
$202 million in ad revenue in 2009, down from $279 million in 2008
and $335 million in 2007.  Ad revenue, according to the report, is
would decline 12.6% in 2010 and 5.8% in 2011.

According to court documents, Philadelphia Newspapers would post
positive end-of-year cash flow figures in all three years, mainly
due to how it accounts for $27 million in bankruptcy expenses in
2009, and expected cuts in labor and benefits expenses.
Philadelphia Inquirer states that Philadelphia Newspapers expects
positive cash flow of $4.6 million in 2009, compared to its
previous prediction of $12 million.  The Company, says
Philadelphia Inquirer, projected $12 million in positive cash flow
in 2010 and $12.5 million in 2011.

Some of savings would be achieved through contract negotiations
with 14 unions, while other savings would come from cuts in wages
and benefits for nonunion employees, Philadelphia Inquirer
relates, citing Philadelphia Newspapers spokesperson Jay Devine.

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PLIANT CORP: Berry Plastics Issues $620MM New Notes to Fund Deal
----------------------------------------------------------------
Berry Plastics Corporation on October 27, 2009, commenced, via two
of its newly formed, wholly owned subsidiaries, an offering of:

     -- $325 million in aggregate principal amount of First
        Priority Senior Secured Notes due 2015; and

     -- $295 million in aggregate principal amount of 8-7/8%
        Second Priority Senior Secured Notes due 2014.

On October 29, 2009, Berry Plastics announced the pricing of the
private placement by its two newly formed, wholly owned
subsidiaries.  The Issuers will issue:

     -- $370 million of first priority senior secured notes due
        2015; and

     -- $250 million of second priority senior secured notes due
        2014.

The principal amounts represent an increase of $45 million with
respect to the First Priority Notes and a decrease of $45 million
with respect to Second Priority Notes from previously announced
principal amounts.  The closing of the private placement offering
is expected to occur on November 12, 2009.

The First Priority Notes will bear interest at a rate of 8-1/4 %
payable semiannually, in cash in arrears, on May 15 and November
15 of each year, commencing May 15, 2010 and will mature on
November 15, 2015.

The Second Priority Notes will bear interest at a rate of 8-7/8%
payable semiannually, in cash in arrears, on March 15 and
September 15 of each year, commencing March 15, 2010 and will
mature on September 15, 2014.

The proceeds from the offering before fees and expenses will be
$365.7 million for the First Priority Notes and $230.6 million for
the Second Priority Notes.

From and after the release of proceeds from the collateral
account, the First Priority Notes and Second Priority Notes will
be guaranteed on a senior secured first-priority and second-
priority basis, respectively, by each of Berry's existing and
future direct or indirect domestic subsidiaries that is a
restricted subsidiary, subject to certain exceptions and will
include all of Berry's subsidiaries that guarantee Berry's
obligations under its term loan facility.  The Notes and the
guarantees will be senior secured obligations and will rank senior
in right of payment to all of Berry's, and, in the case of the
guarantees, to all of the guarantors', existing and future
subordinated debt.

The First Priority Notes and Second Priority Notes will and the
guarantees thereof will be secured on a first-priority and second-
priority basis, respectively, by a lien on the assets that secure
Berry's obligations under its senior secured credit facilities,
subject to certain exceptions.

The proceeds from the offering are intended to be used to acquire
directly or indirectly all of the equity of Pliant Corporation
(which will become a restricted subsidiary of Berry), 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.  All proceeds of this offering will be
deposited, together with any additional amounts necessary to
redeem the notes, into a segregated collateral 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 of the proceeds from the collateral account. Amounts held
in the collateral account will be pledged for the benefit of the
holders of the notes.

The notes are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act, and outside the
United States, only to non-U.S. investors pursuant to Regulation
S.  The notes will not be initially registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States absent an effective registration
statement or an applicable exemption from registration
requirements or a transaction not subject to the registration
requirements of the Securities Act or any state securities laws.

                         About Pliant Corp

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

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

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

                       About Berry Plastics

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

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

                           *     *     *

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

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


POLYMER VISION: ODM Wistron To Buy Assets for EUR12MM
-----------------------------------------------------
DigiTimes reports that ODM Wistron's board of directors has agreed
to acquire Polymer Vision for EUR12 million, preventing the
Company from closing completely after in went bankrupt earlier
this year.  Polymer Vision's Dutch parent closed down the Company
in July for financial reasons.

Amy-Mae Elliott at Pocket-lint relates that Polymer Vision said it
will "continue to focus on research and development of rollable
display with the goal of taking the technology to mass
production", but it's unclear whether the Company's e-paper
display Readius will survive.

Polymer Vision is a Millbrook-based company that pioneered
innovative screens that can roll-up like a paper.  It is
prominently known for its product Readius.  It filed for Chapter
11 bankruptcy protection in July 2009 and shut down its offices at
the Millbrook Technology Campus near Southampton.


PROTOSTAR LTD: Intelsat $210MM Wins ProtoStar 1 Satellite
---------------------------------------------------------
Intelsat, Ltd was selected as the successful bidder in the 29
October public auction for the ProtoStar 1 satellite with a $210
million, all cash offer.  Upon conclusion of the transaction, the
satellite will be re-named Intelsat 25 and will join Intelsat's
global fleet, serving with the company's other assets in the
Atlantic Ocean region.

The satellite, built by Space Systems Loral, has 22 Ku-band and 38
C-band transponders.  Upon its launch in July 2008, the satellite
was expected to have a 16-year life span.

"Intelsat continues to demonstrate its ability to execute
transactions that enhance the value of its global network," said
Phillip Spector, Intelsat Executive Vice President Business
Development and General Counsel.  "A healthy, in-orbit satellite
is extremely valuable to us given our high fleet utilization.  The
additional inventory will support future revenue growth and
provide resilience.  Over the past several years we have enjoyed
strong demand for our services in Africa, and this capacity will
allow us to support the growth requirements of our customers,
including wireless operators and broadband service providers.
Because of our operating scale and collection of valuable orbital
locations, we will be able to integrate and operate Intelsat 25
with minimal incremental cost, and rapidly build a backlog of
revenue for the new satellite."

The transaction is subject to certain regulatory and bankruptcy
court approvals.  Intelsat expects to close the transaction within
the next 30 days.

                        About Intelsat

Intelsat is the leading provider of fixed satellite services
worldwide.  For 45 years, Intelsat has been delivering information
and entertainment for many of the world's leading media and
network companies, multinational corporations, Internet service
providers and governmental agencies.  Intelsat's satellite,
teleport and fiber infrastructure is unmatched in the industry,
setting the standard for transmissions of video, data and voice
services.  From the globalization of content and the proliferation
of HD, to the expansion of cellular networks and broadband access,
with Intelsat, advanced communications anywhere in the world are
closer, by far.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
between US$100 million and US$500 million each in assets and
debts.  As of December 31, 2008, ProtoStar's consolidated
financial statements, which include non-debtor affiliates, showed
total assets of US$463,000,000 against debts of US$528,000,000.

The Bankruptcy Court has set October 14, 2010, as the general
claims bar date.  Proofs of claim by governmental units are due
January 25, 2010.

Meanwhile the Bankruptcy Court entered an order authorizing the
debtors to hire UBS Securities LLC as investment banker and
financial advisor.


PROVIDENCE SERVICE: S&P Gives Positive Outlook, Holds 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Health services provider Providence Service Corp. to
positive from negative.  At the same time, Standard & Poor's
affirmed its 'B-' corporate credit rating on Providence.

"The outlook revision reflects prospects for sustained and
improved operating performance, aided by a moderation of near-term
business risk," said Standard & Poor's credit analyst David
Peknay.  "In addition, a reduction in debt leverage reduces S&P's
concern regarding bank covenant compliance."

Providence Service Corp.'s high dependence on Medicaid contracts
with state and local agencies, and the pressures of the current
recession, still underscore its vulnerable business risk profile.
Moreover, the slim cushion against tightening bank covenants
remains an important element in the company's aggressive financial
risk profile.

Despite Providence's position as a leading player in a niche
industry that provides home and community-based social services,
foster care, and management of other not-for-profit organizations,
it is highly reliant on its contracts associated with government
agencies for about 81% of its total contract base.  This reliance
has been a significant rating concern since many states are
encountering budget constraints due to the weaker macroeconomic
environment.  The company has also struggled with its Logisticare
business which it acquired in late-2007.  The fixed revenue per
patient capitated structure of Logisticare's contracts hurt its
profitability as recessionary forces pushed utilization (more
people using their service) to higher-than-expected levels.  These
pressures caused a significant decline in financial performance,
particularly in the second half of 2008 when weaker profitability
raised concerns about the company's ability to comply with its
bank covenant compliance requirements.

In 2009, there have been several developments that have changed
the course of the company's businesses:

* Many proposed state budget cuts that initially provided
  uncertainty have since been rejected.

* Increased federal Medicaid spending under programs such as the
  State Children's Health Insurance Program Reauthorization Act
  that went into effect February 2009 among other programs is
  favorable to Providence in the near term.

* A Federal court ruling in July 2009 rejected California's threat
  of a 10% reduction to Medicaid services.

* An overall increase in volume of Medicaid patients because of
  increased poverty due to a spike in unemployment and
  foreclosures have also provided temporary benefits.

* Logisticare's efforts to generate new contracts and retain
  existing contracts, along with improved utilization of cost
  management as compared with the prior year, has contributed to
  revenue growth and operating margins (the division constitutes
  more than 55% of Providence's total revenues).

The positive outlook reflects S&P's belief that Providence's
efforts to improve its financial risk profile are sustainable, and
that the company has a better chance of meeting its bank covenant
requirements.  Still, despite the recent security against near-
term third-party reimbursement risks, ongoing reimbursement risks
remain and might limit further credit improvement.  Many of the
stabilizing forces are only temporary, leading to the potential
for future rate reductions.  In fact, North Carolina implemented a
3% rate haircut, and other state cuts are possible.  There may not
be as many cost-saving opportunities available for Providence to
offset possible reimbursement cuts.  In addition, new contracts
may level off across all business segments and utilization at its
Logisticare business may further burden this division's
profitability.  S&P could raise the rating if S&P believes that a
stable reimbursement environment is likely to be sustained.  This
would contribute to prospects for an increase in covenant cushion
and revenue and EBITDA growth that could limit leverage to less
than 3.0x.  S&P could revise the outlook or lower the rating if
the company is hurt by significant reimbursement cuts or other
unforeseen events that might again jeopardize its ability to meet
bank covenant requirements.


PTC ALLIANCE: Section 341(a) Meeting Slated for November 20
-----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
convene a meeting of creditors of PTC Alliance Corp. and its
debtor-affiliates on Nov. 20, 2009, at 10:00 a.m., at J. Caleb
Boggs Federal Building, 5th Floor, Room 5209 in Wilmington,
Delaware.

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

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible 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 Wexford, Pennsylvania, PTC Alliance Corp. makes
welded and cold drawn mechanical steel tubing and tubular shapes,
chrome-plated bar products and precision components.  The Company
and its affiliates filed for Chapter 11 protection on October 1,
2009 (Bankr. D. Del. Lead Case No. 09-13395).  The Debtors
selected Reed Smith LLP as their counsel.  PTC Alliance listed,
in its petition, assets between $50 million and $100 million, and
debts between $100 million and $500 million.


QIMONDA NA: Limits Plan Filing Extension to January 18
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
extended the exclusive periods of Qimonda Richmond LLC and its
debtor-affiliate Qimonda North America to file a Chapter 11 Plan,
and to solicit acceptances of the plan until Jan. 18, 2010, and
March 19, 2010.

This is the second request of the Debtors for an extension of the
exclusive periods.

The Debtors have asked for a 134 days extension in their exclusive
periods but agreed to limit the extensions to address the concerns
of the Official Committee of Unsecured Creditors.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than US$1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


RANCHER ENERGY CORP: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Rancher Energy Corp.
           aka Rancher Energy Oil & Gas Corp.
           fka Metalix, Inc.
        999 18th Street, Suite 3400
        Denver, CO 80202

Case No.: 09-32943

Chapter 11 Petition Date: October 28, 2009

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

Judge: Michael E. Romero

Debtor's Counsel: Herbert A. Delap, Esq.
                  1700 Broadway, Ste. 2100
                  Denver, CO 80290
                  Tel: (303) 861-8013
                  Email: cdelap@duffordbrown.com

                  Randall J. Feuerstein, Esq.
                  1700 Broadway, Ste. 2100
                  Denver, CO 80290
                  Tel: (303) 861-8013
                  Fax: (303) 832-3804
                  Email: rfeuerstein@duffordbrown.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.


READER'S DIGEST: 19 Affiliates' Schedules and Statements
--------------------------------------------------------
Nineteen debtor-affiliates of The Reader's Digest Association,
Inc., reported assets ranging from $0 to $33 million:

Debtor                                 Assets       Liabilities
------                                 ------       -----------
Pegasus Sales, Inc.               $33,629,081    $2,275,142,613

Direct Holdings Americas Inc.     $35,744,509    $2,358,445,773

Reader's Digest Sales and         $16,634,212    $2,293,424,453
Services, Inc.

CompassLearning, Inc.             $14,220,625    $2,325,598,528

Allrecipes.com, Inc.              $10,141,334    $2,275,507,083

Direct Entertainment Media         $7,295,253    $2,274,828,139
Group, Inc.

Home Service Publications, Inc.    $5,990,248    $2,275,457,913

Funk & Wagnalls Yearbook Corp.     $5,839,726    $2,274,828,261

Direct Holdings U.S. Corp.         $3,636,524    $2,278,688,532

Gareth Stevens, Inc.               $1,536,425    $2,274,852,898

Direct Holdings Customer           $1,826,077    $2,274,828,139
Service, Inc.

Direct Holdings Libraries Inc.       $756,055    $2,274,828,139

Pegasus Investment, Inc.             $539,297    $2,274,828,139

Ardee Music Publishing, Inc.         $321,096    $2,274,828,139

Alex Inc.                                $100    $2,274,828,139

Direct Holdings Education Inc.           $100    $2,274,828,139

Pegasus Asia Investments Inc.             $56    $2,274,828,139

Direct Holdings Custom                     $0    $2,274,828,252
Publishing Inc.

Christmas Angel Productions Inc.           $0    $2,274,828,139

A large portion of the Debtors' liabilities are owed to JPMorgan
Chase Bank, N.A., for various loans.

The Debtor-Affiliates separately filed with the Court their
statements of financial affairs.

The Debtor-Affiliates disclosed that they earned these amounts
from employment or operation of business within two years prior to
the commencement of the bankruptcy cases:

                            YTD 2009          FY 2008
                            --------          -------
Direct Holdings         $146,665,560     $170,612,828
Americas Inc.

Reader's Digest           82,792,856       94,122,537
Sales and
Services, Inc.

Pegasus Sales, Inc.       58,043,824       23,310,091

CompassLearning Inc.      46,545,420       53,067,271


Home Service              25,715,113       28,754,753
Publications, Inc.

Gareth Stevens, Inc.       7,168,173        9,376,470

Funk & Wagnalls              608,336          988,694
Yearbook Corp.

These Debtor-Affiliates also earned income other than from
employment or operation of business:

                            YTD 2009          FY 2008
                            --------          -------
Direct Holdings            ($672,853)        ($77,941)
Americas Inc.

Direct Holdings              154,377               --
Customer Service, Inc.

Pegasus Sales, Inc.            5,843            6,374

Home Service                  (2,002)          21,133
Publications, Inc.

Reader's Digest                 (682)          11,429
Sales and
Services, Inc.

CompassLearning, Inc.             61               13

Within the 90 days immediately preceding the Petition Date, these
Debtor-Affiliates paid creditors on account of debts, which are
not primary consumer debts:

  Debtor                                         Amount
  ------                                         ------
  Direct Holdings Americas Inc.             $31,675,712
  CompassLearning, Inc.                       2,295,777
  Reader's Digest Sales and Services, Inc.      225,775

Susana D'Emic, Reader's Digest's vice president and corporate
controller, discloses that receipts and disbursements are made
through a centralized and consolidated cash management system that
includes 106 accounts held in the name of specific Debtors.  She
notes that for these Debtor-Affiliates, all disbursement
information is reported on the statements of financial affairs of
the Debtor that holds the relevant bank account:

  -- Alex Inc.;
  -- Allrecipes.com, Inc.;
  -- Ardee Music Publishing, Inc.;
  -- Christmas Angel Productions, Inc.;
  -- Direct Entertainment Media Group, Inc.;
  -- Direct Holdings Customer Service, Inc.;
  -- Direct Holdings Custom Publishing Inc.;
  -- Direct Holdings Education Inc.;
  -- Direct Holdings Libraries Inc.;
  -- Direct Holdings U.S. Corp.;
  -- Funk & Wagnalls Yearbook Corp.;
  -- Gareth Stevens, Inc.;
  -- Home Service Publications, Inc.;
  -- Pegasus Asia Investments Inc.;
  -- Pegasus Investment, Inc.; and
  -- Pegasus Sales, Inc.

Not every Debtor maintains a disbursement account, Ms. D'Emic
tells the Court.  So, she says, for those Debtors without a
disbursement account, disbursements are made on their behalf by
another Debtor via its disbursement account, and the transaction
is recorded through the accounting system as an intercompany
transaction.

The Debtor-Affiliates also made payments within one year
immediately preceding the commencement of their Chapter 11 cases
to or for the benefit of creditors, who are or were insiders:

For purposes of the Statements, the Debtors define insiders as (i)
directors, (ii) members of the Executive Committee, where one
exists, (iii) officers of each Debtor other than persons who hold
solely a power of attorney or the title of assistant secretary,
assistant treasurer or a similar title, and (iv) equity owners of
5% or more.

To the extent that former officers do not qualify as insiders as
defined, Ms. D'Emic reveals that benefits and payments to them are
not included in the Schedules and Statements.  The Debtors reserve
all rights to dispute whether someone identified in response to
Question 3(c) is in fact an "insider" as defined in Section
101(31) of the Bankruptcy Code.

Further, Ms. D'Emic asserts that because the Debtors operate under
a central and consolidated cash management system, payroll and
employee disbursements are made by The Reader's Digest
Association, Inc., on behalf of all of the Debtors. As a result,
those disbursements are reflected on Reader's Digest's Statement.

These Debtor-Affiliates are parties to certain suits and
administrative proceedings within a year prior to the Petition
Date:

  -- CompassLearning, Inc.;
  -- Direct Entertainment Media Group, Inc.;
  -- Direct Holdings Americas Inc.;
  -- Direct Holdings Libraries Inc.;
  -- Direct Holdings U.S. Corp.;
  -- Gareth Stevens, Inc.; and
  -- Reader's Digest Sales and Services, Inc.

Although the Debtors have made reasonable efforts to ensure that
the gifts include all gifts made, given the magnitude of the
Debtors' operations, Ms. D'Emic says that certain gifts may have
inadvertently been omitted from the Statements.  She adds that in
the ordinary course of business, the Debtors provide promotional
items for customers and potential customers, and from time to
time, the Debtors provide de minimis gifts to employees, which are
not included in the Schedules.

Ms. D'Emic reveals that all payments for bankruptcy-related
counseling are listed in Reader's Digest's Statement, which
payments represent payments made for itself and its subsidiaries.

The Debtors routinely incur set-offs during the ordinary course of
business, Ms. D'Emic relates.  Set-offs in the ordinary course can
result from various items, including intercompany transactions,
counterparty settlements, pricing discrepancies, rebates, returns,
warranties, and other transaction true-ups.  These normal set-offs
are consistent with the ordinary course of business in the
Debtors' industries and can be particularly voluminous, making it
unduly burdensome and costly for the Debtors to list all normal
set-offs.  Therefore, she says, normal set-offs are excluded from
the Debtor-Affiliates' Statements.

               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: Committee Access to Info Clarified
---------------------------------------------------
The Official Committee of Unsecured Creditors of The Reader's
Digest Association, Inc., notifies the Court and parties-in-
interest that it will present to the Court on November 4, 2009,
its stipulation with the Debtors, clarifying the Creditors
Committee's requirement to provide access to information pursuant
to Sections 105(a), 1102(b)(3)(A) and 1103(c) of the Bankruptcy
Code.  Objections to the stipulation are due November 2.

The Stipulation provides that effective as of August 31, 2009, the
Creditors' Committee, and its individual members and their
representatives, regardless of when the members and their
representative were appointed to the Committee, are not authorized
or required to provide access to the Debtors' confidential
information to any entity, absent the specific prior written
consent of the Debtors or a specific Court order to the contrary.
Privileged information will include any information subject to the
attorney-client, work-product or some other state, federal, or
other jurisdictional privilege law, whether the privilege is
solely controlled by the Creditors Committee or is a joint
privilege with the Debtors or some other party.

Among other things, the Stipulation also provides that subject to
the terms of any protective order, sealing order, or
confidentiality agreement, any information received by the
Creditors Committee from any entity in connection with an
examination pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure or in connection with discovery in any
contested matter, adversary proceeding, or other litigation will
not be governed by the terms of the Stipulation and its order but,
rather, by any order governing that discovery.


READER'S DIGEST: Names New Heads for Europe, Asia & Canada
----------------------------------------------------------
The Reader's Digest Association, Inc., named three of its most
accomplished executives to lead its international divisions, which
are responsible for the company's business in more than 70
countries.  The new appointees are Dawn M. Zier, President,
Europe; Andrea C. Martin, President, Asia Pacific; and Patricia
Hespanha, President, Canada-Latin America.  All three will serve
on the company's Executive Committee and report to Mary G. Berner,
RDA's President and Chief Executive Officer.

"I am pleased to announce the appointment of these highly
experienced and talented executives to lead our International
divisions," Ms. Berner said.  "With records of consistent
accomplishment and innovation within RDA, they have the proven
skills to help intensify our progress against the company's
transformational goals, most notably leveraging the digital
channel to drive revenues and profits."

Zier, currently serving as President of Global Consumer Marketing
and CEO, Direct Holdings, will succeed Michael Brennan as
President, Europe, the company's largest international division.
The appointment is effective November 2.  Brennan is completing a
two-year assignment in Europe and will be returning to the United
States to assume a new role as Senior Vice President, Corporate
Strategy, reporting to Berner.

Zier has a strong track record of delivering results in general
management and consumer marketing leadership roles, including
significantly growing the digital channel to bring in new
customers, supporting and driving growth of the U.S. affinity
businesses, and increasing retail sales in a down market.  Zier
was the driving force behind the recent launch of Taste of Home
Holiday, a new subscription-driven publication that quickly
reached a circulation of 500,000 through non-traditional channels
and also spearheaded the record-setting circulation launch
strategy for Every Day with Rachael Ray.  Other accomplishments
include the successful phase-out of direct mail sweepstakes at
U.S. Reader's Digest magazine as well as leading successful
turnaround and integration efforts across several RDA businesses.

In March 2007, Zier was appointed President, North American
Consumer Marketing, responsible for marketing North American
magazines and products, as well as managing market research,
database and Customer Care.  In 2008, she was promoted to
President, Global Consumer Marketing, where she added
international marketing to her responsibilities.  In June 2009,
she was also named President and CEO of Direct Holdings, which
markets the Time Life business under license.  Earlier, she served
as President, Reader's Digest Canada and U.S. Books and Home
Entertainment.

Martin, currently President of Canada and Latin America (CALA),
will become President of Asia Pacific, effective immediately.  She
succeeds Paul Heath, who will be leaving RDA after a brief
transition.  Martin has led businesses in Canada and
Latin America to strong results during her 26-year career with
RDA.  As President of CALA since 2007, she oversaw the launch of
Best Health, a multi-platform brand that serves a community of
women 35-55 through a website, magazine and other elements, the
launch of More of Our Canada (she earlier had launched Our
Canada), and Reader's Digest magazine in Chile.

Martin was promoted to Managing Director of Reader's Digest Canada
in 2004 and produced strong business results, growing all product
lines.  During her tenure, she transformed the business from an
off-line direct mail company to a multi-platform direct marketing
company that has built on-line communities around various brands.
She was named Vice President of Marketing in 2001 and played a
central role in positioning Reader's Digest Canada as one of the
country's largest and most successful publishers and direct
marketers.  Earlier, she was Marketing Director of Books & Home
Entertainment, Marketing Manager of Home Entertainment, and
Product Manager for Video.  She joined the company in 1983.

Hespanha for the past year has been Managing Director, Mexico.
She will succeed Martin as President of CALA, effective
immediately, and will retain her responsibilities as Managing
Director, Mexico.  Hespanha, who has been with the company for 13
years, has strengthened the Mexico business through growth
initiatives, including the relaunch of Selecciones (the Spanish-
language Reader's Digest), and by restructuring the business and
bringing in new management.  Previously, as Managing Director in
Brazil, Hespanha led that company to significant growth, turning
around the business by implementing a direct-debit system,
introducing new product lines and revenue sources, instilling a
culture of cost reduction, and maintaining a focus on Customer
Care.  Under her leadership, RD Brazil grew across all platforms -
- magazines, books, music, video, advertising, marketing services,
retail sales and Web -- and was a digital pioneer in RDA with
early successful Web offerings.

Previously, Hespanha served as Magazine Circulation Director for
RD Europe and spent three years in London working with RDA's
European businesses to improve circulation performance.  During
this time, she played a key role in testing a new, customer-
supplied content model that led to the creation of Our Canada
magazine in Canada and similar "Our Country" magazines.  She
joined the company in 1996.

               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)


REALOGY CORP: Bank Debt Trades at 16.18% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Realogy
Corporation is a borrower traded in the secondary market at 83.82
cents-on-the-dollar during the week ended Oct. 30, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.74 percentage points
from the previous week, The Journal relates.  The loan matures on
Sept. 30, 2013.  The Company pays 300 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Caa1
rating and Standard & Poor's CCC- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

Realogy Corporation is one of the largest real estate service
companies in the United States with reported revenues of about
$4.7 billion for the year ended Dec. 31, 2008.  Realogy was
incorporated in January 2006 to facilitate a plan by Cendant
Corporation to separate Cendant into four independent companies -
one for each of Cendant's real estate services, travel
distribution services, hospitality services (including timeshare
resorts), and vehicle rental businesses.  The separation became
effective July 2006.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

At March 31, 2009, Realogy had $8.62 billion in total assets,
$9.62 billion in total liabilities, and $997 million in
stockholders' deficit.


RELIANCE INTERMEDIATE: S&P Affirms 'BB-' Rating on $350 Mil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
debt rating on Reliance Intermediate Holdings LP's 10-year
US$350 million senior notes.

The '4' recovery rating on the debt is unchanged, indicating S&P's
expectation of an average (30%-50%) recovery in the event of a
payment default.

"The affirmation reflects S&P's view of the structurally
subordinated nature of the notes and the company's sole reliance
on cash distributions from subsidiary Reliance LP, partially
offset by the predictable recurring revenue of Reliance LP's water
heater business," said Standard & Poor's credit analyst Greg Pau.

The debt rating reflects that the ultimate source of cash flow is
derived from what S&P consider Reliance LP's investment-grade
business risk profile, supported by predictable recurring revenue
from the company's utility-like water heater business (which
contributes to 80% of its EBITDA) and partially offset by the
relatively more variable security monitoring business.  RIHLP is a
pure holding company whose only asset is its equity interests in
Reliance L.P. As such, S&P believes it will rely solely on cash
distributions from Reliance LP for servicing its obligations under
the notes.

Despite the predictability of Reliance LP's operating cash flow,
S&P believes that cash distribution to RIHLP, limited to the
residual cash flow available after Reliance LP has satisfied its
own debt servicing requirements and financial obligations, could
be more volatile.  S&P considers Reliance LP effectively ring-
fenced with structural features that protect Reliance LP's
creditors and limit its ability to distribute cash to RIHLP, in
accordance with Standard & Poor's criteria on ring-fencing a
subsidiary.

Reliance LP is a special purpose, bankruptcy-remote operating
partnership formed to indirectly own the companies that operate a
portfolio of home comfort businesses, with provision of an
independent director and a nonconsolidation opinion.  In addition,
Reliance LP's debt agreement contains cash management features,
performance tests, and a debt service reserve in place, which
should ensure cash distribution to RIHLP.


REPROS THERAPEUTICS: Discloses Settlement with Major Creditors
--------------------------------------------------------------
Repros Therapeutics has entered into a settlement agreement with
its major creditors for the large majority of the debt incurred
associated with the recently suspended Proellex(R) clinical
program.

Previously the company announced in early August 2009 that it had
voluntarily suspended dosing of all patients in its Proellex
clinical trials.  The FDA subsequently notified Repros that the
Proellex program was placed on full clinical hold due to the
observation of increased liver enzymes in a number of patients
treated with Proellex.  These elevated liver enzyme observations
occurred during the time that the company was attempting to raise
additional capital to fund its continued operations and the
Proellex program in particular.  The liver enzyme issue resulted
in a failure of the fund raising activity and led to a situation
where the Company had more debt than cash.  If this situation were
to remain unresolved, Repros would face bankruptcy.

The creditor settlement allows for Repros to repay ten of its
major creditors a total of nearly US$9 million of debt incurred
during the execution of the Proellex clinical studies. The
creditors include clinical research organizations, clinical
investigator sites, clinical laboratories and a manufacturer of
clinical supplies.  Repros will repay the debt with a mixture of
cash and unregistered stock.  The unregistered stock is priced at
US$1.10 which is the last transaction price of Repros stock at the
close of regular trading on Thursday, October 29, 2009.  The
settlement calls for US$2,849,051 to be paid in cash and
US$6,054,233 to be paid in unregistered stock.  Repros will use
its reasonable best efforts to register the stock in a timely
fashion. The settlement also provides for the dismissal with
prejudice of pending lawsuits brought against Repros by creditors
participating in the agreement.  In addition the company is
concurrently attempting to resolve claims from approximately
another 60 smaller creditors that are owed a total of about US$1.6
million.

Joseph Podolski, Repros CEO, commented, "The last few months have
clearly been difficult times, not only for the company and its
shareholders, but also the company's creditors.  The creditor
settlement and the recently announced NIH amendment provide us
with the opportunity to seek to obtain value from the Proellex
program."  He further noted, "The creditor settlement is an
important first step in addressing our balance sheet issues and
allows us to continue our Androxal(R) program for the immediate
future while we pursue additional financing and strategic options.
We have recently submitted a request for a Type C meeting with the
FDA to discuss our latest findings for Androxal."

Mr. Podolski continued: "We hope to determine with the FDA whether
the previously reported preservation of fertility while being
treated for secondary hypogonadism is a clinically relevant
outcome which would allow for a clear clinical path for Androxal,
an oral treatment that restores testicular function.  There can be
no assurances that the FDA will deem fertility preservation during
treatment as clinically relevant and sufficient to support
efficacy of the drug. Previously Repros showed Androxal to be non
inferior to Androgel when comparing circulating testosterone
levels.  Androgel is a topical testosterone gel and the leading
testosterone treatment with reported US sales of over US$400
million.  Unlike Androgel or exogenous testosterone treatments in
general, Androxal does not suppress the hypothalamic-pituitary-
testes axis as evidenced by secretion of normal pituitary hormones
as well as normalization of testicular production of testosterone
and sperm when hypogonadal men are administered Androxal."

                  About Repros Therapeutics Inc.

Repros Therapeutics focuses on the development of oral small
molecule drugs for major unmet medical needs that treat male and
female reproductive disorders.


REVERE INDUSTRIES: Moody's Downgrades Corp. Family Rating to 'C'
----------------------------------------------------------------
Moody's Investors Service has lowered the corporate family rating
of Revere Industries, LLC, to C from Caa2 and the probability of
default rating to D from Caa2 as a result of the company's failure
to meet interest payment obligations on its first and second lien
term loans earlier this year.  Subsequent to these actions,
Moody's will withdraw the ratings as a result of Revere's
reorganization.  In Moody's view, the issuer has been reorganized
and the rated debt has been extinguished.  Please refer to Moody's
Withdrawal Policy on Moodys.com.

During August of 2009, Revere entered into a series of agreements
that resulted in the acquisition of the company by second lien
lenders, the release from the original obligations related to
second lien indebtedness, an amended and restated first lien
credit agreement and a meaningful reduction in the amount of total
debt outstanding.  The obligations in Revere's new capital
structure are not currently rated by Moody's.

These rating actions were taken for Revere:

* Corporate Family Rating, downgrade to C from Caa2;

* PDR Rating, downgraded to D from Caa2;

* First lien revolving credit facility due 2010, downgraded to Ca
  (LGD4, 50%) from Caa1 (LGD3, 35%);

* First lien term loan due 2011, downgraded to Ca (LGD4, 50%) from
  Caa1 (LGD3, 35%);

* Second lien term loan, downgraded to C (LGD6, 100%) from Caa3
  (LGD 5, 83%);

The rating outlook was changed to stable from negative.

Moody's previous rating action of Revere was the October 1, 2007,
downgrade of the corporate family rating to Caa2 from B3.

Revere Industries, LLC, is a leading manufacturer of plastic and
metal custom-engineered components for major industrial customers
across a variety of industries.


R.H. DONNELLEY: Shuman Law Files Class Action Lawsuit
-----------------------------------------------------
The Shuman Law Firm disclosed that a class action has been
commenced in the United States District Court for the District of
Delaware on behalf of purchasers of R.H. Donnelley Corporation
publicly traded securities during the period between July 26, 2007
and May 28, 2009, inclusive.

   Kip B. Shuman
   Rusty E. Glenn
  (866) 974-8626
  kip@shumanlawfirm.com

The complaint charges certain of RH Donnelley's officers and/or
directors with violations of the Securities Exchange Act of 1934.
RH Donnelley operates as a Yellow Pages and online local
commercial search company.

The complaint alleges that during the Class Period, defendants
issued materially false and misleading statements regarding the
company's business and financial results.  Defendants caused the
company to fail to properly account for its bad debt expense and
timely write down its impaired goodwill.  As a result of
defendants' false and misleading statements, RH Donnelley's stock
traded at artificially inflated prices during the Class Period,
trading as high as US$66.67 in July 2007.  However, beginning in
February 2008, defendants began to acknowledge problems in the
company's operations and with its financial results.  On March 12,
2009, RH Donnelley announced that it had retained a financial
advisor to assist in the evaluation of its capital structure,
including various balance sheet restructuring alternatives.  Then,
on May 29, 2009, RH Donnelley filed for bankruptcy.  The stock now
trades at around six cents per share.

According to the complaint, the true facts, which were known by
the defendants but concealed from the investing public during the
Class Period, were as follows: (a) the Company was not adequately
reserving for its bad debts in violation of GAAP, causing its
financial results to be materially misstated; (b) the downward
pressure the Company was experiencing with its advertising revenue
was not exclusively due to cyclical challenges, as represented,
but was also due to a permanent shift in customers moving away
from print yellow pages advertising; (c) the Company had far
greater exposure to liquidity concerns and ratings downgrades than
it had previously disclosed; and (d) given the turmoil in the
economy and the trends related to a shift away from print
advertising, the Company had no reasonable basis to make
projections about its 2008 results.

If you are a member of the proposed Class, you may request that
the Court appoint you as lead plaintiff of the Class no later than
December 22, 2009.  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.

The Shuman Law Firm represents investors throughout the nation,
concentrating its practice in securities class actions and
shareholder derivative actions.

                    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: Glancy Binkow & Goldberg Seeks to Recover Losses
----------------------------------------------------------------
Glancy Binkow & Goldberg LLP has filed a class action lawsuit in
the United States District Court for the District of Delaware on
behalf of a class consisting of all persons or entities who
purchased or otherwise acquired the publicly traded securities of
R.H. Donnelley Corporation between July 26, 2007 and May 28, 2009,
inclusive.

A copy of the Complaint is available from the court or from Glancy
Binkow & Goldberg LLP.

   (310) 201-9150
   (888) 773-9224
   info@glancylaw.com

The complaint charges certain of the company's executive officers
and/or directors with violations of federal securities laws.  RH
Donnelley provides local search solutions and services in the
United States.  Among other things, the company publishes yellow
pages directories that provide business listings, and white pages
directories to residences and businesses across the United States.
The complaint alleges that throughout the Class Period defendants
knew or recklessly disregarded that their public statements
concerning RH Donnelley's business and financial performance were
materially false and misleading.  Specifically, the defendants
made false and/or misleading statements and/or failed to disclose
that: (a) the Company, in violation of Generally Accepted
Accounting Principles, was not adequately reserving for its bad
debts; (b) as a result, its financial results were materially
misstated; (c) downward pressure on the company's advertising
revenue was not exclusively the result of cyclical challenges, but
was also due to a permanent shift in customers moving away from
print yellow pages advertising; (d) the company's liquidity
concerns and exposure to ratings downgrades were much greater than
it had previously disclosed; and (e) given the turmoil in the U.S.
economy and the trends related to a shift away from print
advertising, the Company had no reasonable basis to make
projections about its 2008 results.  The complaint further alleges
that defendants repeatedly assured investors that RH Donnelley had
enough liquidity to fund its operations through early 2010.  As a
result of defendants' false and misleading statements, RH
Donnelley stock traded at artificially inflated prices during the
Class Period.

On March 12, 2009, the company announced that it had retained
Lazard, a financial advisory and asset management firm, as a
financial advisor to assist in the evaluation of RH Donnelley's
capital structure, including various balance sheet restructuring
alternatives.  Then, on May 29, 2009, RH Donnelley filed for
bankruptcy.

Plaintiff seeks to recover damages on behalf of class members and
is represented by Glancy Binkow & Goldberg LLP, a law firm with
significant experience in prosecuting class actions, and
substantial expertise in actions involving corporate fraud.

   Michael Goldberg, Esquire,
   Richard A. Maniskas,
   Esquire,
  Glancy Binkow & Goldberg LLP,
  1801 Avenue of the Stars,
  Suite 311, Los Angeles, California 90067,
  (310) 201-9150
  (888) 773-9224
  info@glancylaw.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)


RITE AID: Bank Debt Trades at 13.5% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Rite Aid
Corporation is a borrower traded in the secondary market at 86.50
cents-on-the-dollar during the week ended Oct. 30, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.88 percentage points
from the previous week, The Journal relates.  The loan matures on
May 25, 2014.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

As reported by the Troubled Company Reporter on Oct. 21, 2009,
Moody's assigned a Caa2 rating to Rite Aid Corporation's proposed
$250 million senior secured second lien notes due 2019.  All other
ratings including the company's Caa2 Corporate Family Rating, Caa2
Probability of Default Rating, and SGL-3 Speculative Grade
Liquidity rating were affirmed.  The rating outlook remains
stable.

Standard & Poor's Ratings Services said that it assigned its 'B-'
issue rating and '3' recovery to Rite Aid's proposed $250 million
senior secured second lien note due 2019.  The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.  S&P also affirmed the issue
rating on the company's tranche 4 term loan due 2015 based on the
proposed $125 million add-on to this facility.  The recovery
rating on term loan tranche 4 remains at '1', indicating S&P's
expectation for very high (90%-100%) recovery in the event of a
payment default.  Concurrently, S&P affirmed the 'B-' corporate
credit rating, and the outlook is stable.  Proceeds from the add-
on to the tranche 4 term loan and second lien notes will be used
to repay and cancel borrowings under the company's accounts
receivable securitization facilities due Sept 2010.

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is the largest drugstore
chain on the East Coast and the third largest drugstore chain in
the U.S.  The Company operates more than 4,900 stores in 31 states
and the District of Columbia.


SAN DIEGO NAT'L: Closed; U.S. Bank Assumes All Deposits
-------------------------------------------------------
The Federal Deposit Insurance Corporation entered into a purchase
and assumption agreement with U.S. Bank, NA, of Minneapolis,
Minnesota, a wholly-owned subsidiary of U.S. Bancorp, to assume
all of the deposits and essentially all of the assets of nine
failed banks.  The nine banks were closed October 30 by federal
and state bank regulators, which appointed the FDIC as receiver.

The nine banks involved in the transaction are: Bank USA, National
Association, Phoenix, Arizona; California National Bank, Los
Angeles, California; San Diego National Bank, San Diego,
California; Pacific National Bank, San Francisco, California; Park
National Bank, Chicago, Illinois; Community Bank of Lemont,
Lemont, Illinois; North Houston Bank, Houston, Texas; Madisonville
State Bank, Madisonville, Texas; and Citizens National Bank,
Teague, Texas.  As of September 30, 2009, the banks had combined
assets of $19.4 billion and deposits of $15.4 billion.

The nine banks had 153 offices, which will reopen as branches of
U.S. Bank beginning tomorrow during their normal business hours.
Depositors of the nine banks will automatically become depositors
of U.S. Bank. Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage. Customers
should continue to use their existing branches until U.S. Bank can
fully integrate the deposit records of the nine failed banks.

The FDIC and U.S. Bank entered into a loss-share transaction on
approximately $14.4 billion of the combined purchased assets of
$18.2 billion.  U.S. Bank will share in the losses on the asset
pools covered under the loss-share agreement. The loss-sharing
arrangement is projected to maximize returns on the assets covered
by keeping them in the private sector. The agreement also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can contact the
FDIC as follows:

Failed Bank

(a) Bank USA, National Association
1-800-913-3062
http://www.fdic.gov/bank/individual/failed/bankusa-az.html

(b) California National Bank
1-800-913-5861
http://www.fdic.gov/bank/individual/failed/calnational.html

(c) San Diego National Bank
1-800-517-1839
http://www.fdic.gov/bank/individual/failed/sandiegonational.html

(d) Pacific National Bank
1-800-508-8289
http://www.fdic.gov/bank/individual/failed/pacificnational-ca.html

(e) Park National Bank
1-800-450-5668
http://www.fdic.gov/bank/individual/failed/park-il.html

(f) Community Bank of Lemont
1-800-528-6357
http://www.fdic.gov/bank/individual/failed/community-lemont.html

(g) North Houston Bank
1-800-501-1872
http://www.fdic.gov/bank/individual/failed/northhouston-tx.html

(h) Madisonville State Bank
1-800-913-3053
http://www.fdic.gov/bank/individual/failed/madisonville-tx.html

(i) Citizens National Bank
1-800-517-1843
http://www.fdic.gov/bank/individual/failed/citizens-teague.html

The nine banks were subsidiaries of FBOP Corporation, Oak Park,
Illinois.  FBOP Corporation was not closed and was not subject to
the October 30 actions.

FBOP is run by Michael Kelly, who from his base in the Chicago
suburbs snapped up banks in San Diego, Los Angeles, Houston, and
San Francisco. He started in 1990 with First Bank of Oak Park,
which had $125 million in assets.

The FDIC's Board of Directors issued notices of assessment of
cross guaranty liability against Park National Bank and Citizens
National Bank.  Under statutory authority, the FDIC may assess
affiliated banks for losses incurred by the Deposit Insurance Fund
(DIF) from the failure of other banks, such as those owned by FBOP
Corporation.  Congress granted the FDIC authority in 1989 to
reduce the cost to the DIF for the resolution of affiliated
institutions owned by the same company. The two banks were unable
to pay the amounts assessed and were closed by their chartering
authorities.

The FDIC estimates that the cost of the nine banks to the DIF will
be a combined $2.5 billion. U.S. Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to alternatives. The failure of the nine banks brings the
nation's total number this year to 115.

By number, banks in Georgia account for one-fifth of all U.S.
banks closing this year, with 20 failures, followed by Illinois
with 19, California with 13, and Florida with nine.


SCIENTIFIC GAMES: Moody's Gives Neg. Outlook, Affirms 'Ba2' Rating
------------------------------------------------------------------
Moody's Investors Service revised Scientific Games Corporation's
rating outlook to negative from stable following the company's
announcement that Scientific Games International -- a wholly-owned
subsidiary of SGC -- plans to issue $125 million of senior
subordinated notes.  The new notes will be an add-on to SGI's
existing $225 million 9.25% senior subordinated notes due 2019.
The new notes will be guaranteed by SGC and its wholly-owned
domestic subsidiaries (other than SGI).

Proceeds from the new note offering are expected to be used for a
potential up-front payment towards the award of the new Italian
instant ticket lottery concession, should the contract be awarded
to the company's bidding group.  SGC owns 20% of a consortium,
Consorzio Lotterie Nazionali.  CLN is currently the sole operator
of the Italian Grata e Vinci instant lottery pursuant to a
concession expiring in 2010 with the Italian government lottery
organization -- Monopoli di Stato.  The Monopoli di Stato recently
issued a request for proposal and intends to formally award new
multi-year concessions by mid-November 2009.  The terms of the new
concessions will require the winners to make a large up-front
payment to the Monopoli di Stato.

"Higher debt levels resulting from the new bond issuance coupled
with lower than expected earnings so far in 2009 could make it
difficult for SGC to improve credit metrics quickly enough to
maintain its current rating," stated Peggy Holloway, Vice
President and Senior Credit Officer at Moody's.  Moody's expects
pro forma for the new notes, net debt to EBITDA will increase
above 4.0 times and EBIT to interest coverage will drop modestly
below 2.0 times.

The affirmation of SGC's Ba2 Corporate Family Rating incorporates
an expectation that a focus on improving margins, a return to
revenue growth, lower capital spending, and growing free cash flow
will lead to some improvement in credit metrics over the next 12
to 18 months.  The affirmation also reflects the company's leading
position in the faster growing instant ticket segment of the
lottery industry and good contract retention rates.  Key concerns
include increased price competition for new contracts and re-bids,
earnings concentration, and credit metrics that are considered
weak for the current rating.

Ratings affirmed and LGD assessments revised:

* SGC Corporate Family Rating at Ba2

* SGC Probability of Default Rating at Ba2

* SGC $200 million 6.25% senior subordinated notes due 2012 at Ba3
  (LGD 5, 80% from LGD 5, 82%)

* SGI $550 million term loan maturing 2013 at Baa3 (LGD 2, 19%from
  LGD 2, 23%)

* SGI $250 million revolving credit facility expiring 2013 at Baa3
  (LGD 2, 19% from LGD 2, 23%)

* SGI $200 million 7.875% senior subordinated notes due 2016 at
  Ba3 (LGD 5, 80% from LGD 5, 82%)

* SGI $350 million senior subordinated notes due 2019 at Ba3 (LGD
  5, 80% from LGD 5, 82%)

Moody's latest rating action was on May 18, 2009, when a Ba3
rating was assigned to SGI's proposed $200 million senior
subordinated note offering.

Scientific Games Corporation is a provider of services, systems,
and products to lottery industry, the wide area gaming industry
and the pari-mutuel wagering industry.  The company operates in
three business segments: Printed Products, Lottery Systems, and
Diversified Gaming.  The company generates about $1.0 billion of
annual revenues.


SCIENTIFIC GAMES: S&P Affirms Corporate Credit Rating at 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Scientific Games Corp., including the 'BB' corporate credit
rating.  The rating outlook is stable.  The affirmation follows
the announcement of a proposed $125 million add-on to the 9.25%
senior subordinated notes due 2019 (rated 'BB-' with a recovery
rating of '5') of Scientific Games International, Inc., a wholly
owned subsidiary of the company.  The add-on would bring the total
size of the issue to $350 million.

Proceeds from the notes will be used for general corporate
purposes, including the expected upfront payment obligation
associated with the anticipated award of a new Italian instant
ticket lottery concession.  Scientific Games is a 20% equity owner
of Consorzio Lotterie Nazionali, which currently holds the instant
ticket concession in Italy.  The members of CLN recently bid for a
new nine-year concession, which will require an up-front payment
of EUR800 million (assuming CLN is the only concessionaire).
Scientific Games will be responsible for its share of the upfront
payment (about EUR160 million partially due in 2009 with the
remainder due in 2010 assuming its ownership interest remains the
same).

"The rating on New York City-based Scientific Games Corp. reflects
the highly competitive market conditions in the lottery and pari-
mutuel industries, the mature nature and capital intensity of the
online lottery industry, and the company's active growth
strategy," said Standard & Poor's credit analyst Melissa Long.

Still, Scientific Games maintains a leadership position in the
instant ticket lottery and pari-mutuel systems segments of the
gaming industry, which fuels substantial recurring revenue and a
stable cash flow base given long-term contracts.  The company also
has consistently demonstrated credit measures in line with the
'BB' rating.  While the expected upfront payment related to the
Italian contract is expected to result in debt leverage being a
little weak for the rating over the near term, based on S&P's
performance expectations, this measure will be in line with the
rating over the next several quarters.  The rating also reflects
S&P's expectation that the company will have sufficient liquidity
on hand to meet conditions outlined in its credit agreement
regarding the put feature in its convertible debentures.

Scientific Games is the leading integrated supplier of instant
tickets, systems, and services to lotteries worldwide, and a
leading supplier of server-based gaming machines and interactive
sports betting terminals and systems, as well as wagering systems
and services, to pari-mutuel operators.  While the company remains
a distant second in the online lottery segment behind industry
leader Lottomatica SpA, the instant ticket portion of the lottery
market has grown more rapidly in recent periods.  In addition, the
company is a licensed pari-mutuel gaming operator in Connecticut,
Maine, and The Netherlands, and a major worldwide supplier of
prepaid phone cards to cellular telephone companies.


SECONDSTORY REPERTORY: Must Raise $80,000 or Go Bankrupt
--------------------------------------------------------
Jeremy M. Barker at The SunBreak reports that SecondStory
Repertory may go bankrupt due to the recession.  SecondStory
Repertory, according to The SunBreak, must raise about $80,000 by
December 31, 2009, or enter bankruptcy protection and stop
operations immediately.  The SunBreak relates that SecondStory
Repertory's budget shortfall has been increasing since 2006,
despite valiant fundraising efforts, and ticket sales have been
depressed by as much as 40% for its children's theatre
presentations.

SecondStory Rep -- http://www.secondstoryrep.org/index.html-- is
a mid-size professional theatre company in Redmond.  It produces
and presents theatrical performances in its second-story home
inside Redmond Town Center.


SELECT MEDICAL: Bank Debt Trades at 4% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Select Medical
Corporation is a borrower traded in the secondary market at 96.00
cents-on-the-dollar during the week ended Oct. 30, 2009, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.56 percentage points
from the previous week, The Journal relates.  The loan matures on
Feb. 24, 2012.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's Ba2
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

Headquartered in Mechanicsburg, Pennsylvania, Select Medical
Corporation -- http://www.selectmedicalcorp.com/-- is an operator
of specialty   hospitals in the United States.  Select operates 89
long-term acute care hospitals and four acute medical
rehabilitation hospitals in 26 states.  Select is also an operator
of outpatient rehabilitation clinics in the United States, with
approximately 1,106 locations in 37 states and the District of
Columbia.  Select also provides medical rehabilitation services on
a contract basis at nursing homes, hospitals, assisted living and
senior carecenters, schools and worksites.

Moody's Investor Services placed Select Medical Corp.'s bank loan
debt rating at 'Ba2' and senior unsubordinated debt rating at 'B3'
in March 2007.  The ratings still hold to date with a stable
outlook.


SEMGROUP LP: Gets Nod of Settlement With BNP Paribas
----------------------------------------------------
SemGroup LP and its units obtained approval of a settlement
agreement they entered into with BNP Paribas resolving the
treatment of 24 proofs of claims arising out of BNPP's assertion
that certain amounts are entitled to be treated as Lender Swap
Obligations.

BNPP is a lender under a credit agreement, dated October 18,
2005, entered into among several Debtors and Bank of America,
N.A., as administrative agent.  The Credit Agreement contemplates
that certain Lenders, as counterparties, may enter into Swap
Contracts with the Debtors and those Swap Contracts may become
Lender Swap Obligations under certain circumstances.

Prepetition, SemCanada Energy Company, a non-debtor affiliate,
and BNPP entered into an international swap dealers association
master agreement governing certain foreign exchange and currency
option transactions.  BNPP also entered into an ISDA with Debtor
SemCrude, L.P.

In July 2008, BNPP notified SemCanada Energy and SemCrude that
BNPP is terminating all outstanding transactions under the
SemCanada Energy ISDA and SemCrude ISDA.  BNPP said SemCanada
Energy owes it US$7,900,732, while SemCrude owes it
US$10,952,524.

In February 2009, BNPP filed a total of 24 claims against
separate Debtor entities with each claim seeking the total amount
due under both the SemCrude ISDA and the SemEnergy Canada ISDA.
BNPP also filed proofs of claim in the insolvency proceedings of
the Debtors' Canadian affiliates.

After several months of review and extensive negotiations, the
Debtors and BNPP agreed to these key terms:

  (a) the Debtors will allow US$822 of the Canadian FX
      Termination Amount as a Secured Working Capital Lender
      Claim under the Plan of Reorganization;

  (b) the Debtors will allow US$2,504,937 of the U.S. FX
      Termination Amount as a Secured Working Capital Lender
      Claim under the Plan;

  (c) the Debtors will allow US$9,857,272 of the Commodity
      Termination Amount as a Secured Working Capital Lender
      Claim under the Plan;

  (d) the Debtors will allow US$1,095,252 of the Commodity
      Termination Amount as a Lender Deficiency Claim under the
      Plan; and

  (e) the Debtors and BNPP will fully and finally release each
      other from all actions arising out of the LSO Proofs of
      Claims.

Approval of the Settlement, according to the Debtors, will also
obviate the need for a costly and time-consuming claims objection
and litigation process and will allow the Debtors to channel the
efforts and resources that would have devoted to the BNPP Claims
to the plan confirmation process.

The Debtors assure the Court that the Settlement is fair,
reasonable, and in the best interest of the Debtors' estates.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court
of its Fourth Amended Plan of Reorganization on October 28, 2008.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Gets Nod of Settlement With Fortis Bank
----------------------------------------------------
SemGroup L.P. and its debtor affiliates obtained approval from the
Bankruptcy Court to enter into a settlement agreement with Fortis
Capital Corp. and Fortis Bank SA/NV.

Fortis Capital was a lender under an October 18, 2005 Credit
Agreement with the Debtors, and Bank of America, N.A., as
administrative agent.  In September 2007, SemCanada Energy
Company and Fortis Capital entered into an ISDA 2002 Master
Agreement, which governed certain commodity swap and option
transactions between SemCanada Energy and Fortis Capital.  In
June 2008, Fortis Bank and SemCrude, L.P., executed an ISDA 2002
Master Agreement governing an interest rate swap transactions of
SemCrude and Fortis Bank.

As of August 15, 2008, SemCanada Energy owed Fortis Capital
$225,426,990 with respect to transactions under the SemCanada
Energy ISDA.  Pursuant to its obligations under the SemCrude
ISDA, Fortis Bank owes SemCrude $1,178,000.  In March 2009,
Fortis Capital filed 24 Lender Swap Obligations Proofs of Claim
for over $225 million in the Debtors' estates.

The Debtors engaged in extensive negotiations with Fortis Capital
and Fortis Bank regarding resolution of, among others, the legal
and factual merits of the LSO Proofs of Claim.  The key terms of
the Settlement are:

  (a) the Debtors agree to allow $181,178,000 of Fortis
      Capital's proofs of claim as an Allowed Secured Working
      Capital Lender Claim under the Fourth Amended Joint Plan
      of Reorganization;

  (b) the Debtors agree to allow $44,234,887 of Fortis Capital's
      proof of claim as an Allowed Lender Deficiency Claim under
      the Plan;

  (c) Fortis Bank will pay SemCrude $1,178,000; and

  (d) the parties will grant each other full and final releases
      arising out of the LSO Proofs of Claim.

National City Bank withdrew an objection to the settlement.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court
of its Fourth Amended Plan of Reorganization on October 28, 2008.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Seeks Approval of Settlement with Gulfmark
-------------------------------------------------------
SemGroup LP and its units ask the Court to approve a settlement
entered into by Debtors SemGroup, L.P., SemCrude, L.P., and
Eaglwing, L.P., with Gulfmark Energy, Inc.

SemCrude and Eaglwing were parties to several purchase and sale
agreement with Gulfmark.  The Agreements were for the purchase
and sale of crude oil.

Eaglwing contends Gulfmark owes it $169,622 as a postpetition
obligation.  Gulfmark asserts a total prepetition claim against
Eaglwing for $139,688.  Of this amount, Gulfmark contends
$133,037 is entitled to postpetition priority treatment pursuant
to Section 503(b)(9) of the Bankruptcy Code.  The parties have
agreed that a net amount of $36,000 is due and should be paid to
Eaglwing.  As part of the settlement, Gulfmark will waive all of
its rights to collect its prepetition claim, including its entire
Section 503(b)(9) claim.

SemCrude contends $73,163 is due from Gulfmark for postpetition
obligations.  Gulfmark contends that it is due a credit of
$48,074 against this obligation leaving a net amount owing of
$25,089.  The parties have agreed to compromise this claim for a
net amount of $50,000 to be paid by Gulfmark to SemCrude.

Gulfmark also has a prepetition unsecured non-priority claim of
$277,704 against SemCrude.  This claim will be waived as part of
the settlement.

The parties agree that the total amount owed by Gulfmark is
$86,000 as part of the settlement.  The parties further agree
that this amount will be paid immediately and refunded in the
event the settlement is not approved.

                        About SemGroup L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No.
08-11525).  John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represent the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
November 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.

SemGroup, LP, has won confirmation from the U.S. Bankruptcy Court
of its Fourth Amended Plan of Reorganization on October 28, 2008.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the Chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SENTINEL MANAGEMENT: Receiver Can Assert Customer Claims in Bankr.
------------------------------------------------------------------
WestLaw reports that pursuant to a district court's orders which
appointed a receiver for an enterprise that included the business
entities with which a holding company had a portfolio management
agreement and provided that funds on deposit with the debtor-
investment advisor were the funds of the enterprise's customers
that were to be transferred to the receiver for the customers'
benefit, to be distributed through the receivership estate, the
receiver had standing to assert claims in the debtor's bankruptcy
case on the behalf of the enterprise's customers.  This included
the claim of the holding company.  In re Sentinel Management
Group, Inc., --- B.R. ----, 2009 WL 3113254 (Bankr. N.D. Ill.)
(Squires, J.).

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering
a variety of security solutions.  The Company filed a voluntary
Chapter 11 petition on August 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represent the Debtor as counsel.
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represents the
Official Committee of Unsecured Creditors as counsel.  DLA Piper
US LLP is the Committee's co-counsel.  When the Debtor sought
bankruptcy protection, it listed assets and debts of more than
$100 million.

On August 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee as counsel.

As reported in the Troubled Company Reporter on January 2, 2009,
the Court confirmed a plan of liquidation for Sentinel on
December 15, 2008, and Mr. Grede is managing the liquidation.
A copy of the Plan is available for free at:

   http://bankrupt.com/misc/SentinelManagement_4thAmendedPlan.pdf


SIERRA KINGS DISTRICT: Files for Bankruptcy Protection
------------------------------------------------------
Barbara Anderson at The Fresno Bee reports that The Sierra Kings
District Hospital board of directors has decided to file for
Chapter 9 bankruptcy protection in the U.S. Bankruptcy Court for
the Eastern District of California.  According to The Fresno Bee,
The Sierra Kings District has a debt of more than $3 million in
bills it owes to vendors, but Sandy Haskins, who took over
operations of the hospital last month as acting chief when the
board placed Pamela Ott on unpaid administrative leave pending the
outcome of elder abuse charges against her in Kern County, said
that the "cash resources are nowhere near that."

Sierra Kings District Hospital -- http://www.skdh.org/-- provides
health care in Reedley California.


SIMMONS CO: FTC Grants Early Termination of HSR Waiting Period
--------------------------------------------------------------
Simmons Bedding Company along with Ares Management LLC  and
Ontario Teachers' Pension Plan, disclosed that each has received
notice from the Federal Trade Commission granting early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.  The notice relates to the
potential acquisition of Simmons and all of its subsidiaries, as
well as its parent Bedding Holdco Incorporated, by certain
affiliates of Ares and Teachers' Private Capital, the private
investment department of Teachers', which was announced on
September 25, 2009.  With this notice from the FTC, all waiting
periods under applicable antitrust and competition regulations in
the U.S. and Canada have either terminated or expired and the
parties have now satisfied one of the key conditions to
consummating the Transaction.

As previously announced on October 13, 2009, the Transaction
remains subject to, among other things, the effectiveness of a
plan of reorganization under chapter 11 of the U.S. Bankruptcy
Code with respect to which Simmons Company and Simmons are
currently soliciting acceptances from creditors.  Votes from
creditors must be received by Epiq Bankruptcy Solutions, LLC,
Simmons' voting agent, before November 12, 2009.

Throughout the restructuring process, Simmons expects to continue
normal operations under its current ownership structure and does
not anticipate any changes to its overall business or its ability
to meet its customers' needs.

                       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'.


SOURCE MEDIA: Moody's Downgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded to B2 from B1 the Corporate
Family Ratings and the ratings on the senior secured credit
facilities of Source Media Inc. and Accuity Inc.  Concurrently,
the Probability of Default Ratings were lowered to B3 from B2.
The ratings outlook remains negative.

The downgrade to B2 reflects a shortfall in the combined
companies' revenue and earnings as compared to previous
expectations, resulting in financial leverage of 6.1 times at
June 30, 2009.  Notable revenue growth and margin expansion in
Accuity's compliance and data products business has only partially
offset demand weakness in Source Media's trade publications and
conferences.  On a combined basis, revenues declined 15% in the
first half of 2009 compared to the prior year.  However, adjusted
EBITDA fell by just 10% and reflects a significant level of cost
management undertaken by the management team.  Source Media's
flagship brands, American Banker and The Bond Buyer, continue
their leadership in the banking and capital markets niche markets
but, along with Source Media's other brands, have been
significantly impacted by financial service companies' reduced
spending on advertising and subscriptions during the recent
economic downturn.  While there are signs of revenue
stabilization, the business-to-business sector is experiencing a
secular decline in print advertising in the face of electronic
substitution, which Moody's believes will prohibit a material
rebound in revenues in the near-term.

The negative outlook reflects Moody's view that Source Media and
Accuity's liquidity profile has weakened due to an anticipated
covenant default and the refinancing risk associated with the
upcoming maturity of the companies' senior secured revolvers.  The
credit agreement contains scheduled covenant adjustments over the
next several quarters that will likely lead to a covenant default
in June 2010, if not before, significantly reducing effective
availability on the revolver.  At June 30, 2009, $20 million was
outstanding and approximately $14 million available on the
combined $35 million revolver commitment.  Moody's expect the
companies to be cash flow positive over the next four quarters and
anticipate that cash will be used to reduce the outstanding
revolver balance.  However, projected cash flow combined with the
June 2009 cash balance of approximately $6 million may not be
sufficient to fully repay the revolvers before they mature on
November 8, 2010.  The ratings could be downgraded if management
is unable to successfully resolve the covenant issue and near-term
maturity in a timely manner so as to maintain an adequate level of
external liquidity.

Moody's downgraded these ratings of Source Media Inc.:

* $30 million senior secured revolver due 2010, to B2 (LGD3, 34%)
  from B1 (LGD3, 34%)

* $87 million senior secured term loan B due 2011, to B2 (LGD3,
  34%) from B1 (LGD3, 34%)

* Corporate Family Rating, to B2 from B1

* Probability of Default Rating, to B3 from B2

Moody's downgraded these ratings of Accuity Inc.:

* $5 million senior secured revolver due 2010, to B2 (LGD3, 34%)
  from B1 (LGD3, 34%)

* $61 million senior secured term loan B due 2011, to B2 (LGD3,
  34%) from B1 (LGD3, 34%)

* Corporate Family Rating, to B2 from B1

* Probability of Default Rating, to B3 from B2

The previous rating action for Source Media and Accuity occurred
on August 19, 2008 when Moody's confirmed the ratings and changed
the outlook to negative.

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

Source Media and Accuity are headquartered in New York, New York
and are leading providers of information, data, and tools for
professionals in the financial services and related technologies
markets.  Investcorp owns 100% of both companies.  Combined
revenues for the twelve month period ended June 30, 2009, were
$173 million.


SPANSION INC: Begins Omnibus Claims Objections
----------------------------------------------
To address and reconcile claims filed against them, Spansion Inc.
and its units have filed their first and second omnibus claims
objections.

In the first omnibus claims objection, the Debtors ask the Court
to reduce, disallow, or expunge certain duplicative and superseded
claims.  The Debtors tell the Court that they have reviewed the
Proofs of Claim and have determined the Duplicative Claims are
duplicative of other Proofs of Claims, identified as Surviving
Claims, filed against the same Debtor or another Debtor on account
of the same alleged liability.  The Debtors aver that they should
not be required to pay twice on account of the same obligation and
the claimants that asserted Duplicative Claims are not entitled to
double recovery.  A list of the Duplicative Claims is available
for free at:

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

The Debtors have also determined Proofs of Claims that have been
amended or superseded by later filed Proofs of Claims, and thus
should be disallowed. A list of the Amended and Superseded Claims
is available for free at:

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

In the second omnibus claims objection, the Debtors ask the Court
to reclassify claims which are misclassified, either as a matter
of law or otherwise.  The Debtors tell the Court that the
Claimants that filed the Misclassified Claims incorrectly assert
that they are entitled to an administrative claim pursuant to
Section 503(b), an unsecured priority claim pursuant to Section
507(a), or a secured claim when, in fact, the Debtors have
determined that the Misclassified Claims should be designated
otherwise.

According to the Debtors, failure to reclassify the Misclassified
Claims could result in the Claimant asserting that Misclassified
Claim receiving an unwarranted recovery to the detriment of those
creditors in the Chapter 11 cases holding valid claims against
the Debtors.

Accordingly, the Debtors object to the Misclassified Claims, a
list of which is available for free at:

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

Spansion Bankruptcy News provides definitive coverage of all
omnibus objections, responses by claimants to those objections,
and all orders entered by the Court and other updates to the
Chapter 11 proceedings of Spansion Inc.

                        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: Creditors Panel Gets Nod to Hire Landis as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Spansion Inc.
obtained permission from the Bankruptcy Court to retain Landis
Rath & Cobb LLP as its conflicts counsel, nunc pro tunc to
September 30, 2009.

As previously reported, Committee selected Paul, Hastings,
Janofsky & Walker LLP as its bankruptcy counsel and Young Conaway
Stargatt & Taylor, LLP, as its co-counsel.

The Committee tells the Court that Paul Hastings and Young
Conaway have identified certain potential conflicts of interest
that prevent them from, among other things, being adverse to
Samsung Co., Ltd.

Prior to the Petition Date, the Debtors initiated two lawsuits
against Samsung for patent infringement.  One lawsuit demands
damages and injunctive relief, and is pending before the U.S.
District Court for the District of Delaware.  The other lawsuit
requests invocation of tariff protections, preventing Samsung's
importation of patent infringing product into the United States,
and is pending before the International Trade Commission.

Thus, the Committee seeks to retain Landis Rath as counsel for
conflict matters.

The Committee says it has selected Landis Rath because of its
expertise in the field of debtor and creditor law and business
reorganizations under Chapter 11 of the Bankruptcy Code and
experience handling matters in the District of Delaware.

Landis Rath will render legal services to the Committee only in
connection with the Conflict Matters.

The Debtors will pay Landis Rath based on the firm's current
hourly rates:

  Attorney                      Rate/Hour
  --------                      --------
  Daniel B. Rath                 $525
  William E. Chipman, Jr.        $500
  Kerri M. Mumford               $370
  Mark D. Olivere                $340

The Debtors will also reimburse Landis Rath for its out-of-pocket
and reasonable expenses.

William E. Chipman, Jr., Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        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: Drawbridge Buys $2.27 Million Claim From Fulcrum
--------------------------------------------------------------
In separate Court filings for the period October 14, 2009, to
October 20, 2009, two of Spansion Inc.'s creditors disclosed that
they intend to transfer each of their claims against the Debtors
to these parties:

Transferor              Transferee                       Amount
----------              ----------                      ------
Fulcrum Credit Partners Drawbridge Special
LLC                     Opportunities Fund Ltd.      $2,272,796

Sonya Burson            United States Debt Recovery
                        LLC                               2,106

                        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)


SPECTRUM BRANDS: Amends Employment Pact With K. Hussey
------------------------------------------------------
In a Form 8-K filed with the United States Securities and
Exchange Commission dated October 28, 2009, Spectrum Brands,
Inc., disclosed that effective October 22, 2009, the company
entered into an amended and restated employment agreement with
Kent J. Hussey for his employment as the Company's Chief
Executive Officer.

The Employment Agreement provides:

* An initial term through September 30, 2012, subject to
   renewal for successive one-year periods as mutually agreed
   between Mr. Hussey and the Company.  Either party may
   terminate the employment at any time upon at least 60 days'
   notice.  Upon voluntary resignation by Mr. Hussey or
   termination for "cause," the Company must pay to Mr. Hussey
   any unpaid base salary and accrued benefits through the date
   of Mr. Hussey's termination.

* A base salary of $825,000 per annum.  The Company's board of
   directors will review the base salary from time to time and
   may increase it in its discretion.  Mr. Hussey is also
   entitled to an annual bonus, based on a target of 125% of
   base salary and based upon the Company's achieving certain
   annual performance goals established by the Company's board
   of directors from time to time.

* Subject to approval of the Company's board of directors, Mr.
   Hussey is entitled to receive stock, stock-based awards or
   other consideration, with those awards containing certain
   vesting conditions based on the lapse of time and achievement
   of the Company's performance objectives established by the
   Company's board of directors from time to time.

* Upon the Company's termination of Mr. Hussey's employment
   without cause or for death or disability, subject to Mr.
   Hussey's execution of a separation agreement and release of
   claims, the Company will pay as severance an amount in cash
   equal to two times the executive officer's base salary and
   annual target bonus.  In addition, Mr. Hussey would be
   entitled to a pro-rated portion of the annual bonus which Mr.
   Hussey would have earned if his employment had not ceased as
   well as the continuation of certain benefits for a period of
   24 months or, if greater, the remainder of the initial term
   of the Employment Agreement.

* If Mr. Hussey resigns upon the occurrence of specified
   circumstances that would constitute a "constructive
   termination" or 60 days following a "change in control," his
   resignation will be treated as a termination by the Company
   without cause.

* During the term of Mr. Hussey's employment and for period of
   two years thereafter, Mr. Hussey is subject to non-compete
   and non-solicit covenants.

                         About Spectrum Brands

Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting.  Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).  Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world.  Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization.  On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order.  By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay.  On August 28,
the Company emerged from bankruptcy.


SPECTRUM BRANDS: Offers 3.33MM New Shares to Employees
------------------------------------------------------
In a post-Effective S-8 filing with the U.S. Securities and
Exchange Commission on October 15, 2009, Anthony L. Genito,
Spectrum Brands, Inc.'s chief financial officer, disclosed the
company has registered an aggregate of 3,333,333 shares of Common
Stock, par value $0.01 per share under the 2009 Incentive Plan at
a proposed maximum offering price of $22.90 per share or for a
maximum aggregate offering price of $76,333,325.  This price is
determined in accordance with Rules 457(c) and (h) under the
Securities Act, based on the average of the high and low prices
on the OTC Bulletin Board on October 13, 2009.

Pursuant to the company's Plan of Reorganization, on the
Effective Date, the Company's old common stock and other equity
interests existing immediately prior to the Effective Date were
cancelled and the 2009 Incentive Plan for all members of
management employees, and directors of the reorganized Debtors
and any of the Company's other subsidiaries as are designated by
the Company's board of directors, with respect to the New Common
Stock became effective.

Effective as of the Effective Date, the Company's board of
directors adopted a new management equity program under the 2009
Incentive Plan.  Under the Management Equity Program, grants will
be made over a three-year period in three tranches and will
consist of a mix of stock options and restricted stock units.
The Management Equity Program adopted by the Company's board of
directors on the Effective Date, contemplates grants of up to
7.5% of the total number of shares of New Common Stock issued or
reserved for issuance on the Effective Date, equating to
2,500,000 shares, out of the total of 3,333,333 shares available
to be granted under the 2009 Incentive Plan.

           Restricted Stock Granted to Four Executives

Spectrum Brands also disclosed in a regulatory filing that the
Company made grants of restricted stock pursuant to restricted
stock award agreements to certain Company employees, including
each of:

  -- Kent J. Hussey, the Company's Chairman and Chief Executive
     Officer;

  -- David R. Lumley, the Company's Co-Chief Operating Officer
     and President, Global Batteries and Personal Care;

  -- Anthony L. Genito, the Company's Executive Vice President,
     Chief Financial Officer and Chief Accounting Officer; and

  -- John A. Heil, the Company's Co-Chief Operating Officer and
     President, Global Pet Supplies.

Each of the award agreements incorporates the terms of the
Company's 2009 Incentive Plan.  Pursuant to the award agreements,
the executives received:

  Executive                     No. of Shares
  ---------                     -------------
  Kent Hussey                      222,222
  David Lumley                     166,667
  Anthony Genito                   111,111
  John Heil                        111,111

The shares of restricted stock granted pursuant to the award
agreements are subject to the employee remaining in employment of
the Company, its subsidiaries or affiliates.  Upon the terms and
subject to the conditions in the respective award agreements, the
restrictions on 75% of the shares issued pursuant to the
agreements are scheduled to lapse on October 1, 2010, and the
restrictions on the remaining 25% of the shares are scheduled to
lapse on October 1, 2011.  In addition, the award agreements each
provides that the restrictions lapse upon the occurrence of a
change in control of the Company, as defined in the Plan.

In separate Form 4 filings, the four officers disclosed that on
August 28, 2009, they disposed of shares of Spectrum Common Stock
at $0 per share:

Executive                  No. of Disposed Shares
---------                  ----------------------
Anthony L. Genito               130,359
David R. Lumley                 262,169
John Heil                       326,167
Kent J. Hussey                  661,039

The shares of common stock were extinguished on August 28, 2009,
by operation of the company's joint amended plan of
reorganization.

                         About Spectrum Brands

Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting.  Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).  Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world.  Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization.  On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order.  By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay.  On August 28,
the Company emerged from bankruptcy.


SPECTRUM BRANDS: Professionals Final Fee Applications
-----------------------------------------------------
Seven bankruptcy professionals ask the Court to allow their final
applications for payment of fees and reimbursements of actual,
reasonable and necessary expenses for the period February 3
through August 28, 2009:

Professional                Fees       Expenses      Total
------------            ------------   --------      ------
Ernst & Young LLP        $1,908,551     $99,230    $2,007,781

KMPG LLP                 $3,016,961     $45,745    $3,062,706

Law Offices of           $199,697       $10,500      $210,197
William B. Kingman, P.C.

Latham & Watkins LLP     $640,459       $7,028       $647,487

Skadden, Arps, slate,    $14,252,289    $421,094  $14,673,383
Meagher & Flom LLP

Sutherland Asbill        $131,972       $2,178       $134,150
& Brennan LLP

Vinson & Elkins L.L.P.   $3,091,017     $95,235    $3,186,252

Perella Weinberg        $10,956,106
Partners LP

Perella Weinberg also seeks approval of a $9,650,000 transaction
fee.

The Official Committee of Equity Security Holders seeks payment
of a $209,449 administrative expense incurred by one of its
member, Mittleman Brothers, LLP.  The Equity Committee further
seeks payment and reimbursement of the fees and expenses incurred
by its professionals:

Professional               Fees          Expenses        Total
------------               ----          --------        -----
Allen & Co.                $1,000,000    $131,793   $1,131,793

Alston Bird LLP            -             -          $1,079,570

Jackson Walker L.L.P.      $57,753       $18,247       $76,000

Alston Bird tells the Court that it wishes to include $55,690 for
its fees and expenses incurred in representing the Debtors
relating to the order confirming the Debtors' Plan of
Reorganization, for the period August 29 to October 8, 2009.
Alston's new final fee application now stands at $1,135,260.

             U.S. Trustee Objects to Allen & Co.'s
                     Final Fee Application

Charles F. Macvay, the United States Trustee for Region 7, asks
the Court to deny Allen & Co.'s final fee application for the
firm's failure to show what services it has rendered during the
period from July 25 through August 25, 2009.  Allen & Co. serves
as financial advisor for the Official Committee of Equity
Security Holders.

The U.S. Trustee further objects to the $112,262 of attorneys'
fees and expenses incurred by Allen.  The U.S. Trustee points out
that the fees and expenses appear to be related to Allen's
engagement of its own counsel and the U.S. Trustee asserts the
requested attorneys' fees and expenses do not appear to be
necessary.

The U.S. Trustee also objects to the remaining $19,530 of Allen's
expenses complaining that Allen does not appear to have provided
a detailed description of the expenses in its Final Fee
Application.  The U.S. Trustee, thus, asks that Allen provide a
detailed description of its expenses, and, subject to a review of
the expenses, the U.S. Trustee may withdraw its objection to the
expenses.

In a separate filing, the U.S. Trustee asks the Court to deny the
$201,424 requested by the Equity Committee as reimbursement for
expenses related to insurance premiums to secured professional
liability protecting Allen & Company.

The U.S. Trustee objects to this particular expense because the
Equity Committee has the burden to establish that its expense
were actual and necessary in the performance of its duties.  The
U.S. Trustee is concerned that the expenses for the insurance
premiums for Allen & Company were not necessary in the
performance of the Equity Committee's duties.

                         About Spectrum Brands

Spectrum Brands is a global consumer products company and a
leading supplier of batteries, shaving and grooming products,
personal care products, specialty pet supplies, lawn & garden and
home pest control products, personal insect repellents and
portable lighting.  Helping to meet the needs of consumers
worldwide, included in its portfolio of widely trusted brands are
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(R),
Nature's Miracle(R), Dingo(R), 8-In-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).  Spectrum Brands' products
are sold by the world's top 25 retailers and are available in more
than one million stores in more than 120 countries around the
world.  Headquartered in Atlanta, Georgia, Spectrum Brands
generates annual revenue from continuing operations in excess of
$2 billion.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presides over the
cases.  D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr.,
Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B.
Kingman, Esq., in San Antonio, serve as the Debtors' counsel.
Sutherland Asbill & Brennan LLP acts as special counsel; Perella
Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as
tax consultant; and Logan & Company Inc. as claims and noticing
agent.  An official committee of equity security holders --
composed of Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar
LLC and the Peter and Karen Locke Living Trust -- was appointed by
the U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.  As of September 30, 2008, Spectrum Brands had
$2,247,479,000 in total assets and $3,274,717,000 in total
liabilities.

On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization.  On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order.  By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay.  On August 28,
the Company emerged from bankruptcy.


STAMFORD CENTER: Exits Bankruptcy Protection
--------------------------------------------
The Stamford Center for the Arts has closed on its new loan
facility and has successfully emerged from bankruptcy protection.
The new financing will fund payments due under its confirmed
Chapter 11 plan, and enables the SCA to implement its new business
plan and to continue serving the arts community for years to come.

"The SCA is tremendously proud of its ability to successfully
emerge from its bankruptcy case in close to one year, and to
emerge as such a healthy and well positioned organization.  As of
the completion of the new financing agreement today, the SCA's
approved bankruptcy plan will be effective, and the SCA can
proceed in implementing its new business plan without any further
bankruptcy court oversight or involvement," says Frank Baker, lead
attorney supporting the Center and Vice Chairman of the Board of
Directors.

As a bellwether for the economic downturn, Performing Arts Centers
across the United States have been closing for a variety of
economic, demographic and funding factors.  The SCA is rare among
them in that it has been able to overcome the massive financial
challenges it faced.  The SCA has never closed its doors, and now
has emerged with a strong business model for the future and growth
of the Center as well as the downtown business community.

"The SCA is essential to the economic vitality of downtown
Stamford.  Our repositioned and reinvented organization is once
again poised to serve as a leading cultural arts center for
Stamford, Fairfield County and beyond," says Michael Widland,
Chairman of the Stamford Center for the Arts.

Mr. Widland states, "The Stamford Center for the Arts is extremely
grateful to the law offices of Finn Dixon & Herling LLP.  They
were instrumental in helping SCA get out of bankruptcy by not only
donating their time but also facilitating the proceedings."

Busy months are ahead for SCA as the Palace Theatre is set to
showcase a wide variety of talented artists such as performances
by The Derek Trucks Band, Warren Miller's Dynasty, The Nutcracker
and many more shows and performances still to be announced.

Headquartered in Stamford, Connecticut, Stamford Center for the
Arts Inc. fkn Stamford Theatre Partnership --
http://www.stamfordcenterforthearts.org/-- was created by
Champion International Corp., Pitney Bowes Inc. and F.D. Rich
Company Inc.  The Debtor filed for bankruptcy protection on
Aug. 22, 2008 (Bankr. D.C. Case No.: 08-50773).  Patrick J.
McHugh, Esq., at Finn Dixon and Herling is the Debtor's counsel.
When the Debtor filed for bankruptcy, it listed assets of
$10,000,000 to $50,000,000 and debts of $1,000,000 to $10,000,000.


STUDENT FINANCE: Pepper Hamilton Can't Collect From Insurers
------------------------------------------------------------
Chris Mondics at The Philadelphia Inquirer reports that New York
state's highest court has ruled that Pepper Hamilton L.L.P.,
accused of negligence in its representation of Student Finance
Corp., may not collect from two of its malpractice insurers, as
the firm failed to disclose that it might be the target of a
lawsuit.

Pepper Hamilton had stopped representing Philadelphia Newspapers
in 2002 based on concerns about its operations.  According to
Philadelphia Inquirer, Pepper Hamilton was sued by the bankruptcy
trustee on grounds that the firm failed to ferret out information
about SFC's fraudulent finances and that it furthered the
deception.

According to Philadelphia Inquirer, The New York State Court of
Appeals ruled that Pepper Hamilton should have informed its
insurance carriers, Executive Risk Indemnity Inc. and Twin City
Fire Insurance Co., of the risk that it might be sued at the time
it renewed its coverage.  The report quoted the Court of Appeals
as saying, "The law firm's knowledge of its client's fraudulent
payments prior to its application for excess coverage coupled with
the fact that a reasonable attorney would have concluded that the
law firm defendants would likely be included in the litigation . .
. create an obligation for the law firm to inform its insurers."

Philadelphia Inquirer states that Pepper Hamilton's executive
partner, Robert Heideck, denied the allegations.

Based in New Castle, Delaware, Student Finance Corp., was in the
business of originating and acquiring non-guaranteed student loans
and tuition installment agreements primarily from truck and
driving schools.  On Nov. 4, 2002, the Court entered an Order for
Relief under Chapter 11 of the Bankruptcy Code.  On Sept. 29,
2003, the Court appointed Charles A. Stanziale, Jr., as the
chapter 11 trustee.  The case was converted to a Chapter 7
liquidation on Nov. 14, 2003 with Mr. Stanziale appointed as the
chapter 7 trustee.  Fox Rothschild LLP represents Mr. Stanziale.
On June 5, 2005, four trucking schools filed an involuntary
petition against the company (Bankr. D. Del. Case No. 02-11620).


TELECONNECT INC: Posts $504,418 Net Loss in Third Quarter
---------------------------------------------------------
Teleconnect, Inc. reported a net loss of $504,418 for the three
months ended June 30, 2009, compared with a net loss of $722,708
in the same period of 2008.  Sales for the three months ended
June 30, 2009, increased 74.5% to $92,354 from $52,927 for the
quarter ended June 30, 2008.

Loss from continuing operations before income taxes and
discontinued operations were $323,136 and $387,487 for the three
months ended June 30, 2008, and 2007, respectively.

Discontinued operations had a net loss of $181,282 for the three
months ended June 30, 2009, as compared to a net loss of $335,221
during the comparable period in 2008.  The Company expects to sell
the discontinued operations during fiscal year 2010.

For the nine months ended June 30, 2009, net loss was $1,166,711,
compared with a net loss of $2,305,615 in the comparable period of
2008.  Sales for the nine months ended June 30, 2009, increased
134.3% to $242,689 from $103,571 for the nine months ended June
30, 2008.

At June 30, 2009, the Company's consolidated balance sheets showed
$4,022,463 in total assets and $6,579,129 in total liabilities,
resulting in a $2,556,666 stockholders' deficit.

The Company's consolidated balance sheets at June 30, 2009, also
showed strained liquidity with $2,797,221 in total current assets
available to pay $6,437,789 in total current liabilities.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended June 30, 2009, is
available for free at http://researcharchives.com/t/s?47d8

The Company reported a net loss of $3,510,739 on sales of $181,935
for the year ended September 30, 2008, compared with a net loss of
$2,999,829 on sales of $28,485 for the year ended September 30,
2007.

At September 30, 2008, the Company's consolidated balance sheet
showed $4,205,858 in total assets and $8,014,982 in total
liabilities, resulting in a $3,809,124 stockholders' deficit.

The Company's consolidated balance sheets at September 30, 2008,
also showed strained liquidity with $2,727,676 in total current
assets available to pay $8,014,982 in total current liabilities.

A full-text copy of the Company's consolidated financial
statements for the year ended September 30, 2008, is available for
free at http://researcharchives.com/t/s?47d6

                       Going Concern Doubt

On Aug. 12, 2009, Coulter & Justus, P.C., in Knoxville, Tennessee,
expressed substantial doubt about Teleconnect Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements as of and for the years ended Sept. 30, 2008, and 2007.
The auditor stated that the Company has suffered recurring losses
from operations and has a net capital deficiency in addition to a
working capital deficiency.

                     About Teleconnect, Inc.

Based in The Netherlands, Teleconnect, Inc. (OTC: TLCO) -
http://www.teleconnect.es/-- was incorporated under the laws of
the State of Florida on November 23, 1998.  The Company engages in
the sale of multimedia kiosks and the telecommunication industry
in Spain.  Currently, the Company derives its revenues from
continuing operations primarily from the sale of multimedia kiosks
and hardware components to retail chains.  Revenues from
discontinued operations are primarily from the sale of long-
distance telecommunication services.


TERRA-GEN FINANCE: Moody's Assigns 'B1' Rating on $240 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned a revised B1 rating to
Terra-Gen Finance Company, LLC's proposed $240 million of senior
secured credit facilities.  The facilities are made up of a
$215 million senior secured term loan and a $25 million senior
secured working capital facility, both due 2012.  The rating
outlook is stable.

The B1 rating represents a revision downwards from a previously
published Ba3 rating.  On October 8, 2009, Moody's had assigned a
Ba3 rating to the then $225 million of senior secured credit
facilities made up of a $200 million term loan and a $25 million
working capital facility.  The lower rating is due primarily to
the higher debt amount resulting in a projected higher refinancing
amount of approximately $107 million vs. $90 million previously.
While Terra-Gen continues to benefit from long-term contracts that
could support a refinancing, the higher amount will need to be
refinanced in the same refinancing window of only 2.5 years.  It
is Moody's view that the higher debt quantum reached a tipping
point such that it was no longer consistent with a Ba3 rating.

Terra-Gen is a special purpose entity formed by affiliates of
ArcLight Capital Partners, which owns or leases a portfolio of 831
MWs of renewable generating capacity.  The portfolio is made up of
387 MWs of geothermal, 80 MWs of solar and 364 MWs of wind
generation located in the western US.  Approximately 73% of the
capacity is sold to Southern California Edison (SCE, sr. unsec.
A3) under long term contracts maturing from 2013 to 2030 and
revenue under these contracts represents about ninety percent of
Terra-Gen's consolidated cash flows over the next five years.
Terra-Gen's significant ownership interests include Coso
Geothermal Power Holdings LLC (Ba1 sr. secured; negative outlook),
which represents more than 50% of the Terra-Gen's consolidated
cash flow over the medium term.

The term loan will be used solely to refinance the existing bridge
facility and to pay fees and expenses related to the transaction.
The working capital facility will be used to provide working
capital from time to time and for other general corporate
purposes.  It will primarily be used to support the issuance of
letters of credit to replace existing letters of credit.

The B1 rating is predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing consistent with initially projected credit metrics.

The last rating action on Terra-Gen occurred on October 8, 2009,
when Moody's assigned a Ba3 senior secured rating.

Terra-Gen Finance Company, LLC, is a wholly-owned subsidiary of
Terra-Gen Power, LLC.  Terra-Gen Power is a holding company that
was formed to acquire and own an 831 MW portfolio of renewable
generation assets primarily located in California.  The majority
of the portfolio's capacity is sold to SCE under long term
contracts maturing from 2013 to 2030.  Terra-Gen is privately
owned by affiliates of ArcLight Capital Partners.


TRIBUNE CO: Bank Debt Trades at 53.17% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 46.83 cents-on-the-
dollar during the week ended Oct. 30, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 2.87 percentage points from
the previous week, The Journal relates.  The loan matures May 17,
2014.  Tribune pays 300 basis points above LIBOR to borrow under
the facility.  Moody's has withdrawn its rating on the bank debt,
while it is not rated by Standard & Poor's.  The debt is one of
the biggest gainers and losers among widely quoted syndicated
loans in secondary trading in the week ended Oct. 30, among the
161 loans with five or more bids.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRUE TEMPER: U.S. Trustee Balks at Schedules Filing Deadline
------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
protest request for extend the deadline to file schedules of
assets and liabilities, and statement of financial affairs until
Dec. 18, 2009, or waive the requirement to file statements and
schedules, if the Chapter 11 plan of reorganization is confirmed,
filed by True Temper Resort Inc. and its debtor-affiliates in the
U.S. Bankruptcy Court for the District of Delaware.

The U.S. Trustee relates that the Debtors' plan proposes the
restructuring of senior debt into a combination of exit financing
and equity in the reorganized Debtor.

According to the U.S. Trustee, the effect of the request in view
of the pertinent Plan provisions, is to deprive creditors of any
due process with respect to the allowance and resolution of claims
whether or not the plan is confirmed as proposed.  The request has
not been served upon all parties against whom it is intended to
affect.

The U.S. Trustee points out that, if the waiver is granted through
Dec. 18, 2009, the Court and parties in interest will be deprived
of information necessary to evaluate the case.  If the Plan is
confirmed and the request granted, the creditors will be deprived
of due process with respect to the filing and allowance of claims
and be left without a claims resolution procedure that affords
them due process, the U.S. Trustee laments.

                         About True Temper

True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world.  True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.

As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.

True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446).  Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort.  Logan & Company serves as claims and notice
agent.  Bankruptcy Judge Peter J. Walsh handles the case.


UNITED AIR LINES: Bank Debt Trades at 22% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which United Airlines,
Inc., is a borrower traded in the secondary market at 78.07 cents-
on-the-dollar during the week ended Oct. 30, 2009, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.60 percentage points
from the previous week, The Journal relates.  The loan matures on
Feb. 13, 2013.  United Air pays 200 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B3
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on
Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


US STEEL: Third Quarter Losses Won't Affect Moody's 'Ba2' Rating
----------------------------------------------------------------
Moody's commented that US Steel's continued operating and net loss
experience in the third quarter has no immediate impact on the
company's Ba2 corporate family rating.  The rating outlook remains
negative.

Moody's last rating actions on US Steel were April 27, 2009, when
Moody's downgraded the senior unsecured rating, assigned a Ba2
corporate family rating and assigned a Ba3 rating to the senior
convertible note issue due 2014, and July 1, 2009, when Moody's
assigned an SGL-1 speculative grade liquidity rating.


VALLEY VIEW DOWNS: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: Valley View Downs, LP
        10 W. Market Street, Suite 200
        Indianapolis, IN 46204

Case No.: 09-13761

Chapter 11 Petition Date: October 28, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Jeffrey M. Schlerf, Esq.
                  Fox Rothschild LLP
                  Ctizens Bank Center, Suite 1300
                  919 North Market Street
                  P.O. Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 654-7444
                  Fax: (302) 656-8920
                  Email: jschlerf@foxrothschild.com

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

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

The petition was signed by Kurt E. Wilson, the company's executive
vice president and chief financial officer.

Debtor's List of 1 Largest Unsecured Creditor:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Pennsylvania Real Estate   Contract               $29,976,894
Investment Trust
200 S. Broad St., 3rd Floor
Philadelphia, PA 19102


VELOCITY EXPRESS: Reschedules Section 341(a) Meeting to 9:00 a.m.
-----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, has
rescheduled the meeting of creditors of Velocity Express
Corporation and its debtor-affiliates on Nov. 2, 2009, at
9:00 a.m. Prevailing Eastern Time.  The meeting will be held at J.
Caleb Boggs Federal Building, 5th Floor, Room 5209 in Wilmington,
Delaware.

As reported in the Troubled Company Reporter on Oct. 16, 2009,
The meeting was scheduled at 10:00 a.m. on November 2.

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.

                      About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294). The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VITESSE SEMICONDUCTOR: Appoints Two Board Members
-------------------------------------------------
Vitesse Semiconductor Corporation's Board of Directors has
appointed two new Directors, James Hugar and Grant Lyon.  These
appointments are effective in connection with today's closing of
the Company's debt restructuring transaction.

These new Directors will fill vacancies created by the
resignations of three Directors, Guy W. Adams, Robert A. Lundy,
and Willow B. Shire.  The resignations are also effective in
connection with the closing of the company's debt restructuring
transaction.

"Jay and Grant bring the diverse skills and perspectives that our
Board needs to guide Vitesse through its next steps forward," said
Chris Gardner, chief executive officer of Vitesse and a member of
its Board of Directors.  "I personally and all of the employees of
Vitesse extend our thanks and appreciation to Willow, Guy, and Bob
for the diligence, expertise, and dedication they brought to the
company, and for their contributions in setting the stage for the
next phase of Vitesse's recovery."

                Professional Experience of New Directors

Mr. Hugar has more than 35 years of experience in public
accounting, including participation at hundreds of audit
committees of board of directors and trustees for both publicly
and privately held companies.  Recently retired from Deloitte &
Touche LLP, he was the partner-in-charge of the Southern
California Investment Companies Industry and Broker/Dealer
Practice.  His clients included financial service companies,
community banking, distribution, and companies within the
aerospace and defense industries.  Mr. Hugar is a Director nominee
for the board of Imperial Capital Group, Inc.  He has a bachelor's
degree from Pennsylvania State University and an MSBA degree from
the University of California at Los Angeles.  He is a member of
the American Institute of Certified Public Accountants and the
California Society of Certified Public Accountants.

Mr. Lyon has vast experience in corporate finance and strategic
initiatives that include capital acquisition, business and
securities valuation, acquisitions and mergers, and bankruptcy
reorganizations.  Mr. Lyon is the president of Odyssey Capital
Group, LLC.  He earlier served as interim CFO of Hypercom
Corporation; managing director at Ernst & Young Corporate Finance,
LLC; a managing member of Golf Equity, LLC; vice president,
Capital Markets at Evans Withycombe Residential, Inc.; and began
his career at Arthur Andersen LLP. Mr. Lyon is a Director of
Fairfield Residential LLC and Chairman of the Board of Three Five
Systems, Inc.  He has also served as a director of Tickets.com,
Norwood Promotional Products, Trussway LTD, and he performed the
duties of trustee for five companies in the financial, real
estate, recreational, and agriculture industries.  Mr. Lyon
graduated magna cum laude with a bachelor's degree and earned an
MBA degree with high distinction from Brigham Young University.
He is a certified public accountant and a published author and
speaker.

This transition is occurring in accordance with the terms of the
debt restructuring agreement.  Under those terms, the Company's
Board will have six Directors.  Vitesse is seeking another
independent Director to fill the remaining vacancy. Based upon
discussions with the holders of the debt that was restructured,
Vitesse expects that these debt holders, who currently own
approximately 43% of the Company's outstanding common stock, will
request Vitesse to increase its Board size to seven directors and
add another independent Director.  Mr. Hugar and Mr. Lyon were
proposed by the current stockholders and nominated by the
Company's Nominating and Corporate Governance Committee. Their
terms will expire at the time of the next election of directors by
stockholders.

                    About Vitesse Semiconductor

Vitesse Semiconductor Corporation (Pink Sheets: VTSS) --
http://www.vitesse.com/-- designs, develops and markets a diverse
portfolio of high-performance, cost-competitive semiconductor
solutions for Carrier and Enterprise networks worldwide.
Engineering excellence and dedicated customer service distinguish
Vitesse as an industry leader in Gigabit Ethernet, Ethernet-over-
SONET, Optical Transport, and other applications. Additional
company and product information is available at

Vitesse is a registered trademark in the United States and/or
other jurisdictions of Vitesse Semiconductor Corporation. All
other trademarks or registered trademarks mentioned herein are the
property of their respective holders.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.


WEST CORP: Bank Debts Trade at 8.20% and 6.05% Off
--------------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 91.80 cents-on-
the-dollar during the week ended Oct. 30, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 1.95 percentage points from
the previous week, The Journal relates.  The loan matures on May
11, 2013.  The Company pays 237.5 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B1
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among widely quoted syndicated loans in
secondary trading in the week ended Oct. 30, among the 161 loans
with five or more bids.

Participations in another syndicated loan under which West
Corporation is a borrower traded in the secondary market at 93.95
cents-on-the-dollar during the week ended Friday, Oct. 30, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.45
percentage points from the previous week, The Journal relates.
This bank loan matures on July 1, 2016.  The Company pays 387
basis points above LIBOR to borrow under the facility.  The debt
carries Moody's B1 rating while it is not rated by Standard &
Poor's.  The debt is also one of the biggest gainers and losers
among widely quoted syndicated loans in secondary trading in the
week ended Oct. 30, among the 161 loans with five or more bids.

The Troubled Company Reporter on Oct. 9, 2009, said that Moody's
does not expect to take any immediate rating action following West
Corporation's announcement that it has filed for an initial public
offering of its common stock.  West indicated in its Form S-1
filing that it intends to use part of the net proceeds from the
offering to repay or repurchase indebtedness.

The last rating action on West Corporation was on May 8, 2007, at
which time Moody's lowered the senior secured credit facility
rating to B1 from Ba3 while affirming all other credit and
liquidity ratings.

Based in Omaha, Nebraska, West Corporation is a leading provider
of business process outsourcing services.  West has a B2 Corporate
Family Rating and a stable rating outlook.


WINDSTREAM CORP: Bank Debt Trades at 3% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Windstream Corp.
is a borrower traded in the secondary market at 97.02 cents-on-
the-dollar during the week ended Oct. 30, 2009, according to data
compiled by Loan Pricing Corp. and reported in The Wall Street
Journal.  This represents a drop of 0.54 percentage points from
the previous week, The Journal relates.  The loan matures on Dec.
17, 2015.  The Company pays 275 basis points above LIBOR to borrow
under the facility.  The bank debt is not rated by Moody's and
Standard & Poor's.  The debt is one of the biggest gainers and
losers among widely quoted syndicated loans in secondary trading
in the week ended Oct. 30, among the 161 loans with five or more
bids.

As reported by the Troubled Company Resources on Oct. 1, 2009,
Standard & Poor's said it assigned a 'BB' issue-level rating to
Little Rock, Arkansas-based local telephone operator Windstream
Corp.'s proposed $400 million of senior unsecured notes due 2017,
to be issued under rule 144A with registration rights.  Proceeds
will be used to fund the acquisitions of two local telephone
companies-D&E Communications, Inc. (BB-/Watch Pos/--) and Lexcom
Inc. (not rated)-and for general corporate purposes.  S&P expects
these transactions to close in the fourth quarter of 2009.

S&P also assigned a '5' recovery rating to the notes, which
indicates expectations for modest (10%-30%) recovery in the event
of payment default.  Additionally, as part of the transaction, the
company is negotiating to amend its credit facility, extending the
maturities of the senior secured term loan A and revolver to 2013
from 2011 and the term loan B to 2015 from 2013.  S&P does not
expect the potential amendments to affect the issue-level or
recovery ratings on the facility.

Moody's Investors Service has assigned a Ba3 rating to Windstream
Corporation's proposed $400 million senior unsecured notes
offering.  The company expects to use the net proceeds primarily
to fund the cash portion of the purchase price of the pending
acquisitions of D&E Communications and Lexcom, Inc.  As part of
the rating action, Moody's affirmed Windstream's Ba2 corporate
family and probability-of-default ratings, and SGL-1 short-term
liquidity rating.  The outlook for all ratings is stable.
Windstream is also seeking approval from its lenders to amend and
extend its existing credit facilities.  Moody's believes the
proposed transactions will help maintain Windstream's very good
liquidity by extending the maturities of its credit facilities.

Moody's most recent rating action for Windstream was on May 11,
2009.  At that time, Moody's affirmed Windstream's ratings
following the announcement of the company's plans to acquire D&E
Communications.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 16 states and generated about
$3.1 billion in annual revenues in the twelve months ended June
30, 2009.


WOODSIDE GROUP: Homebuilder Violated Credit Pact, Says JPMorgan
---------------------------------------------------------------
Law360 reports that an executive at JPMorgan Chase Bank has said
in a sworn statement to a California bankruptcy court that
Woodside Group LLC violated its credit agreement when it
consummated a significant reorganization last year.

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc., and Woodside Portofino,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On August 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On August
20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank Group,
commenced the filing of certain Joinders in the Involuntary
Petition.  On September 16, 2008, the Debtors filed a
"Consolidated Answer to Involuntary Petitions and Consent to Order
for Relief" and the Court entered the "Order for Relief Under
Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Harry D. Hochman, Esq., Jeremy V. Richards, Esq., Linda F. Cantor,
Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Los Angeles, represent the Debtors as counsel.

During 2007, the Woodside entities generated revenues exceeding
$1 billion on a consolidated basis.  As of December 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the September 16, 2008 petition date, the Debtors have
approximately $70 million in cash.  The Woodside Entities employ
approximately 494 employees.

In its schedules, Woodside Group, LLC, listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


YANKEE CANDLE: Bank Debt Trades at 7% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which The Yankee Candle
Company, Inc., is a borrower traded in the secondary market at
93.07 cents-on-the-dollar during the week ended Oct. 30, 2009,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.55
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 6, 2014.  The Company pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among widely quoted
syndicated loans in secondary trading in the week ended Oct. 30,
among the 161 loans with five or more bids.

Based in South Deerfield, Massachusetts, The Yankee Candle
Company, Inc., designs, manufactures, and is a wholesaler and
retailer of premium scented candles.  Yankee has a 39-year history
of offering distinctive products and marketing them as affordable
luxuries and consumable gifts.  The Company sells its products
through a North American wholesale customer network of 19,689
store locations, a growing base of Company owned and operated
retail stores (491 located in 43 states as of Jan. 3, 2009,
including 28 Illuminations stores), direct mail catalogs, and its
Internet Web sites:

                 http://www.yankeecandle.com
                 http://www.illuminations.com
                 http://www.aromanaturals.com

Outside of North America, the Company sells its products primarily
through its subsidiary, Yankee Candle Company (Europe), Ltd.,
which has an international wholesale customer network of 2,994
store locations and distributors covering approximately 23
countries.

Yankee Holding Corp. is a holding company formed in connection
with the Company's Merger with an affiliate of Madison Dearborn
Partners, LLC, on Feb. 6, 2007, and is now the parent company of
The Yankee Candle Company, Inc.

Yankee Holding Corp. and subsidiaries had $1.372 billion in total
assets, and $1.375 billion in total liabilities, resulting in
$2.82 million in stockholders' deficit as of Jan. 3, 2009.


YOUNG BROADCASTING: Must Disclose Pension Liabilities, PBGC Says
----------------------------------------------------------------
Law360 reports that the Pension Benefit Guaranty Corp. has
objected to Young Broadcasting Inc.'s Chapter 11 disclosure
statement, claiming it doesn't tell creditors that Young may end
up liable to the federal pension insurer for over $6.5 million if
it terminates its employee pension plan.

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring effort.  The Debtors
selected UBS Securities LLC as consultant; Ernst & Young LLP as
accountant; Epiq Bankruptcy Solutions LLC as claims agent; and
David Pauker chief restructuring officer Andrew N. Rosenberg,
Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as
counsel to the official unsecured creditors committee.


* 2009's Bank Closings Rise to 115 as 9 FBOC Units Shuttered
------------------------------------------------------------
The Federal Deposit Insurance Corporation on October 30, entered
into a purchase and assumption agreement with U.S. Bank, NA, of
Minneapolis, Minnesota, a wholly-owned subsidiary of U.S. Bancorp,
to assume all of the deposits and essentially all of the assets of
nine failed banks.

The nine banks involved in the transaction are: Bank USA, National
Association, Phoenix, Arizona; California National Bank, Los
Angeles, California; San Diego National Bank, San Diego,
California; Pacific National Bank, San Francisco, California; Park
National Bank, Chicago, Illinois; Community Bank of Lemont,
Lemont, Illinois; North Houston Bank, Houston, Texas; Madisonville
State Bank, Madisonville, Texas; and Citizens National Bank,
Teague, Texas.  As of September 30, 2009, the banks had combined
assets of $19.4 billion and deposits of $15.4 billion.

The nine banks were subsidiaries of FBOP Corporation, Oak Park,
Illinois. FBOP Corporation was not closed and was not subject to
the October 30 actions.

The number of banks that have failed so far this year have reached
115.

According to The Associated Press, the trouble in the banking
system from bad loans and the recession goes even deeper.  Dozens,
perhaps hundreds, of other banks remain open even though they are
as weak as many that have been shuttered.  Regulators are seizing
banks slowly and selectively - partly to avoid inciting panic and
partly because buyers for bad banks are hard to find.

The Federal Deposit Insurance Corporation has been appointed as
receiver for the closed banks.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with various
banks, to assume all of the deposits of the closed banks.

Last weekend's closings are expected to cost the FDIC's insurance
fund a total of $358.2 million.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

       1. Depositors
       2. General Unsecured Creditors
       3. Subordinated Debt
       4. Stockholders

                     416 Banks on Problem List

The Federal Deposit Insurance Corporation said August 27 that the
number of banks and savings institutions in its "Problem List"
increased to 416 at the end of the second quarter compared with
305 at March 31.

The 416 banks have combined assets of $299.8 billion.  The FDIC
said this is the largest number of "problem" institutions since
June 30, 1994, and the largest amount of assets on the list since
December 31, 1993.

At the end of the 2008, there were 252 banks on the Problem List.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

The Deposit Insurance Fund (DIF) decreased by $2.6 billion --
20.3% -- during the second quarter to $10.4 billion, based on
unaudited figures.

According to the FDIC, the reduction in the DIF was primarily due
to an $11.6 billion increase in loss provisions for bank failures.
Twenty-four insured institutions with combined assets of
$26.4 billion failed during the second quarter of 2009, the
largest number of quarterly failures since the fourth quarter of
1992, when 42 insured institutions failed.  For 2009 through the
end of the second quarter, 45 insured institutions with combined
assets of $35.9 billion failed at an estimated current cost to the
DIF of $10.5 billion.

                 Problem Institutions      Failed Institutions
                 --------------------      -------------------
  Year           Number  Assets (Mil)      Number   Assets (Mil)
  ----           ------  ------------      ------   ------------
  Q2'09             416      $299,800          24        $26,400
  Q1'09             305      $220,047          21         $9,498
  2008              252      $159,405          25       $371,945
  2007               76       $22,189           3         $2,615
  2006               50        $8,265           0             $0
  2005               52        $6,607           0             $0
  2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the second
quarter of 2009 is available for free at:

        http://bankrupt.com/misc/FDIC_QBP_2Q_09.pdf

                      2009 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

                                 Loss-Share
                                 Transaction Party     FDIC Cost
                    Assets of    Bank That Assumed   to Insurance
                    Closed Bank  Deposits & Bought      Fund
  Closed Bank       (millions)   Certain Assets       (millions)
  -----------       ----------   --------------      -----------
Bank USA, N.A.     \
Calif. National    |
San Diego Nat'l    |
Pacific National   |
Park National      | $19,400.0    U.S. Bank, NA           $2,500
Comm. Bank Lemont  |
North Houston      |
Madisonville State |
Citizens National  /
First DuPage Bank       $279.0    First Midwest Bank       $59.0
Partners Bank            $65.5    Stonegate Bank           $28.6
American United Bank    $111.0    Ameris Bank              $44.0
Bank of Elmwood         $327.4    Tri City Nat'l          $101.4
Flagship Nat'l Bank     $190.0    First Federal            $59.0
Riverview Community     $108.0    Central Bank, Stillwater $20.0
Hillcrest Bank Florida   $83.0    Stonegate Bank           $45.0

San Joaquin Bank        $775.0    Citizens Business       $103.0
Warren Bank, Warren     $538.0    Huntington Nat'l        $275.0
Southern Colorado        $31.9    Legacy Bank, Wiley        $6.6
Jennings State Bank      $56.3    Central Bank, Stillwater $11.7
Georgian Bank         $2,000.0    First Citizens B&T      $892.0
Irwin Union FSB         $493.0    First Financial Bank }  $850.0
Irwin Union B&T       $2,700.0    First Financial Bank }
Brickwell Community      $72.0    CorTrust Bank            $22.0
Corus Bank, NA        $7,000.0    MB Fin'l              $1,700.0
Venture Bank            $970.0    First-Citizens          $298.0
First State Bank        $105.0    Sunwest Bank             $47.0
Vantus Bank             $458.0    Great Southern          $168.0
First Bank, Kansas       $16.0    Great American            $6.0
Platinum Community      $345.6    -- None --              $114.3
InBank                  $212.0    MB Financial             $66.0
Mainstreet Bank         $459.0    Central Bank             $95.0
Affinity Bank         $1,000.0    Pacific Western         $254.0
Bradford Bank           $452.0    M&T Buffalo              $97.0
First Coweta Bank       $167.0    United Bank              $48.0
Guaranty Bank        $13,000.0    BBVA Compass          $3,000.0
CapitalSouth Bank       $617.0    IBERIABANK              $151.0
ebank, Atlanta, GA      $143.0    Stearns Bank            $163.0
Colonial Bank        $25,000.0    BB&T                  $2,800.0
Union Bank, N.A.        $124.0    MidFirst                 $61.0
Community Bank Nev    $1,520.0    FDIC-Created            $781.5
Community Bank Ariz     $158.5    MidFirst Bank            $25.5
Dwelling House           $13.4    PNC Bank, N.A.            $6.8
First State Bank        $463.0    Stearns Bank, N.A.      $116.0
Community National       $97.0    Stearns Bank, N.A.       $24.0
Community First         $209.0    Home Federal             $45.0
Integrity Bank          $119.0    Stonegate Bank,          $46.0
Mutual Bank           $1,600.0    United Central          $696.0
First BankAmericano     $166.0    Crown Bank               $15.0
First State, Altus      $103.4    Herring Bank, Amarillo   $25.2
Peoples Community       $705.8    First Financial Bank    $129.5
Waterford Village        $61.4    Evans Bank, N.A.          $5.6
SB - Gwinnett       \             State Bank & Trust   \
SB - North Fulton   |             State Bank & Trust   |
SB - Jones County   | $2,800.0    State Bank & Trust   |  $807.0
SB - Houston County |             State Bank & Trust   |
SB - North Metro    |             State Bank & Trust   |
SB - Bibb County    /             State Bank & Trust   /
Temecula Valley       $1,500.0    First-Citizen           $391.0
Vineyard Bank         $1,900.0    Calif. Bank             $579.0
BankFIrst, Sioux        $275.0    Alerus Financial         $91.0
First Piedmont          $115.0    First American           $29.0
Bank of Wyoming          $70.0    Central Bank             $27.0
John Warner Bank         $70.0    State Bank               $10.0
1st State Winchest.      $36.0    First Nat'l               $6.0
Rock River Bank          $77.0    Harvard State            $27.6
Elizabeth State          $55.5    Galena State             $11.2
1st Nat'l Danville      $166.0    First Financial          $24.0
Founders Bank           $962.5    PrivateBank             $188.5
Millennium State        $118.0    State Bank of Tex        $47.0
Mirae Bank              $456.0    Wilshire State Bank      $50.0
Metro Pacific Bank       $80.0    Sunwest Bank, Tustin     $29.0
Horizon Bank             $87.6    Stearns Bank, N.A.       $33.5
Neighborhood Comm       $221.6    CharterBank, West Point  $66.7
Community Bank          $199.4    -- None --               $85.0
First National Bank     $156.9    Bank of Kansas           $32.2
Cooperative Bank        $970.0    First Bank, Troy, N.C.  $217.0
Southern Community      $377.0    United Community        $114.0
Bank of Lincolnwood     $214.0    Republic Bank, Chicago   $83.0
Citizens National       $437.0    Morton Community        $106.0
Strategic Capital       $537.0    Midland States Bank     $173.0
BankUnited FSB       $12,800.0    WL Ross-Led Investors $4,900.0
Westsound Bank          $334.6    Kitsap Bank             $108.0
America West            $299.4    Cache Valley Bank       $119.4
Citizens Community       $45.1    N.J. Community Bank      $18.1
Silverton Bank        $4,100.0    -- None --            $1,300.0
First Bank of Id        $488.9    US Bank, Minneapolis    $191.2
First Bank of BH      $1,500.0    -- None --              $394.0
Heritage Bank           $184.6    Level One Bank           $71.3
American Southern       $112.3    Bank of North Georgia    $41.9
Great Basin Bank        $270.9    Nevada State Bank        $42.0
American Sterling       $181.0    Metcalf Bank, Lee        $42.0
New Frontier Bank     $2,000.0    -- None --              $670.0
Cape Fear Bank          $492.0    First Federal,          $131.0
Omni National           $956.0    -- None --              $290.0
TeamBank, N.A.          $669.8    Great Southern Bank      $98.0
Colorado National       $123.5    Herring Bank, Amarillo    $9.0
FirstCity Bank          $297.0    -- None --              $100.0
Freedom Bank            $173.0    Nat'l Georgia Bank       $36.2
Security Savings        $238.3    Bank of Nevada, L.V.     $59.1
Heritage Community      $232.9    MB Financial Bank, N.A.  $41.6
Silver Falls            $131.4    Citizens Bank            $50.0
Pinnacle Bank            $73.0    Washington Trust Bank    $12.1
Corn Belt Bank          $271.8    Carlinville Nat'l Bank  $100.0
Riverside Bank          $539.0    TIB Bank                $201.5
Sherman County          $129.8    Heritage Bank            $28.0
County Bank           $1,700.0    Westamerica Bank        $135.0
Alliance Bank         $1,140.0    California Bank & Trust $206.0
FirstBank Fin'l         $337.0    Regions Bank            $111.0
Ocala National          $223.5    CenterState Bank         $99.6
Suburban Federal        $360.0    Bank of Essex           $126.0
MagnetBank              $292.2    -- None --              $119.4
1st Centennial          $803.3    First California Bank   $227.0
Bank of Clark           $446.5    Umpqua Bank       $120.0-145.0
Nat'l Commerce          $430.9    Republic Bank of Chi.    $97.1

In 2008, 25 banks with total assets of $372 billion failed.
IndyMac Bank, FSB, was closed by the Office of Thrift Supervision
on July 11, and the FDIC was named conservator.  At the time it
was closed, IndyMac's assets of $32 billion made it the second
largest bank failure in FDIC history.

A complete list of banks that failed since 2000 is available at:

  http://www.fdic.gov/bank/individual/failed/banklist.html


* Additional Gaming Bankruptcies Imminent, Says Grant Thornton
--------------------------------------------------------------
As gaming companies face declining revenues and margins,
aggressive steps must be taken to restructure debt and reduce
costs, according to distress experts at Grant Thornton LLP's
Corporate Advisory and Restructuring Services practice. Bankruptcy
is more likely for those with low interest coverage ratios, low
levels of cash and limited unencumbered assets to address looming
debt maturities.

Net revenues at gaming companies during the last year declined
because foot traffic has been weak and patrons have reallocated
their entertainment dollars.  The decline in leisure travel also
has pressured hotel room rates, which had a negative impact on
hotel operations.  This, coupled with an overall decrease in
consumer spending that's not expected to let up in the short term,
is causing gaming companies of all sizes to struggle.  Las Vegas,
considered a destination market, is being hit harder than regional
markets because people are staying closer to home.

"Gaming companies that are currently constructing new facilities
have an additional capex burden draining needed cash, whereas
those with planned additions in the future face less immediate
cash uses and lower financial risk," said Grant Thornton CARS
Principal Jim Peko.

Gaming restructurings are similar to other industries but have
distinct complexities and unique aspects, such as 24/7 staffing
requirements, loyalty programs and multiple product offerings
including gaming, restaurant, entertainment, retail and hotel
operations.

To restructure, companies must navigate the industry's financial,
operational and regulatory environments.  Mr. Peko believes the
gaming industry faces many challenges when it comes to turning
around a company's financial performance--and changes must go
deeper than cost reduction.  Balance sheet issues must be
addressed and loan covenants must be reset.  The regulatory
process can impact the sales process and potentially limit the
universe of buyers as a result of strict licensing requirements.

"Cash is king in all distressed situations," said Mr. Peko.
"However, in a casino restructuring, not only must you focus on
cash but you need to control cards and chips as well.  Managing
the 'three Cs', and having the appropriate level of surveillance,
are critical to ongoing operations."

Grant Thornton believes casinos best positioned to avoid
bankruptcy are those with diversified locations, large cash
positions, higher interest coverage ratios, an ability to
refinance or meet debt maturities and an ability to maximize cash
flow at lower revenue levels.

                       About Grant Thornton

Grant Thornton LLP's Corporate Advisory and Restructuring Services
(CARS) Practice launched its U.S. practice in 2007 and has grown
to include more than 100 professionals in 12 offices.   The CARS
team works with underperforming and transitional companies and
their stakeholders.  They quickly evaluate the financial and
operational issues adversely affecting performance, assess the
strategic alternatives and develop and execute comprehensive plans
to address these challenges.  Grant Thornton's advisory team
delivers in-depth advice and balanced insight through a
comprehensive, holistic approach.


* Geithner Faces Down 'Too Big To Fail' Bill Critics
----------------------------------------------------
Law360 reports that U.S. Treasury Secretary Timothy Geithner on
Thursday defended a proposal to create a new wind-down authority
for "too big to fail" companies, which critics in the U.S. House
of Representatives said could stretch federal authority too far
while changing too little about future bailouts.


* Law Offices of Louis J Esbin Launches www.esbinlaw.com
--------------------------------------------------------
Attorney Louis J. Esbin in Santa Clarita, California, has launched
the new www.esbinlaw.com Web site featuring three main areas of
practice: Bankruptcy Law, Business Law, and Consumer Protection.
The site includes legal articles written by Mr. Esbin.  Other
tools added to the site include debt reduction and other financial
calculators; as well as, court information, a legal glossary, and
maps to Bankruptcy Courts.


* Legal Helpers/Macey & Aleman to Launch New San Bernardino Office
------------------------------------------------------------------
Legal Helpers/Macey & Aleman will open a new office in San
Bernardino, California, on November 12, 2009, to better serve
their clients in southern California.  The satellite office of
Legal Helpers will be open every Thursday, from 9:00 a.m. until
6:00 p.m., Pacific Time.

Lawyers at Macey & Aleman/Legal Helpers --
http://www.legalhelpers.com-- helps clients with their financial
and legal encumbrances regardless of location.


* Lewis Freeman Probed for Allegedly Stealing From Bankr. Cos.
--------------------------------------------------------------
Forensic accountant Lewis Freeman is being put under probe for
allegedly stealing millions of dollars from bankrupt firms, UPI
reports, citing people familiar with the matter.  According to The
Miami Herald, sources said that U.S. prosecutors are eyeing
charges that Mr. Freeman took at least $3.6 million from the
accounts of several failed businesses placed under the control of
his dissolved firm, Lewis B. Freeman & Partners.  Court documents
say that Mr. Freeman had been trying to raise money from friends
and relatives before being raided by the FBI in September, by
placing the equity in his Coconut Grove, Florida house up as
collateral.


* Matrix Capital To Partner with Hunter Hotels
----------------------------------------------
HotelWorld Network reports that Matrix Capital Markets Group,
Inc., said that it will partner with Hunter Hotels to provide
advisory solutions to lodging companies with financially
distressed hotel properties and will provide services like
restructuring of debt, corporate recapitalization, and sale of
some or all of the assets.  HotelWorld notes that Matrix Capital
and Hunter Hotels have successfully advised on the sale of hotels
for over 30 years, as well as transactions involving financially
distressed companies operating in or outside of bankruptcy.


* Rhode Island Bankr. Court to Follow NY's Loss Mitigation Program
------------------------------------------------------------------
Darrell Delamaide at DSNEWS.com reports that the U.S. Bankruptcy
Court for the District of Rhode Island said that it would adopt on
November 1 New York's loss-mitigation program that applies when a
debtor's principal residence is at risk of foreclosure.   Citing
Law firm Partridge Snow & Hahn said in an online note that the
program is available to debtors who file cases under Chapter 7,
11, 12, or 13 of the Bankruptcy Code.  According to DSNEWS.com,
the program places specific burdens and time frames on creditors,
with the court imposing sanctions if talks aren't done in good
faith.  DSNEWS.com says that the program may be requested at any
time by any party during the pendency of the bankruptcy, although
a debtor may specifically request loss mitigation in the Chapter
13 plan and must serve a Notice/Request for Loss Mitigation on the
creditor within seven days of filing the Chapter 13 Plan, of which
the creditor has 14 days to object.


* BOND PRICING -- For the Week From October 26 to 30, 2009
----------------------------------------------------------
Company             Coupon      Maturity  Bid Price
-------             ------      --------  ---------
155 E TROPICANA        8.75      4/1/2012       1.25
ABITIBI-CONS FIN       7.88      8/1/2009       9.00
ADVANTA CAP TR         8.99    12/17/2026       5.00
AMBAC INC              9.38      8/1/2011      48.50
AMBASSADORS INTL       3.75     4/15/2027      43.75
AMBASSADORS INTL       3.75     4/15/2027      46.25
AMER GENL FIN          3.88    11/15/2009      97.60
AMER GENL FIN          5.25     7/15/2010      80.00
AMER GENL FIN          5.65     7/15/2010      79.00
AMR CORP              10.40     3/10/2011      46.00
AMR CORP              10.45    11/15/2011      49.00
ANTHRACITE CAP        11.75      9/1/2027      40.75
ANTIGENICS             5.25      2/1/2025      39.04
APRIA HEALTHCARE       3.38      9/1/2033      58.00
ARCO CHEMICAL CO      10.25     11/1/2010      60.00
BAC-CALL11/09          6.00     5/15/2021      97.70
BAC-CALL11/09          6.00    11/15/2026      97.38
BANK NEW ENGLAND       8.75      4/1/1999       9.25
BANK NEW ENGLAND       9.88     9/15/1999      10.03
BANKUNITED FINL        3.13      3/1/2034       3.50
BELL MICROPRODUC       3.75      3/5/2024      40.00
BOWATER INC            6.50     6/15/2013      28.25
BOWATER INC            9.50    10/15/2012      28.00
BROOKSTONE CO         12.00    10/15/2012      58.00
CALLON PETROLEUM       9.75     12/8/2010      58.00
CAPMARK FINL GRP       5.88     5/10/2012      21.75
CAPMARK FINL GRP       6.30     5/10/2017      22.50
CCH I LLC              9.92      4/1/2014       0.78
CCH I LLC             10.00     5/15/2014       1.00
CCH I LLC             11.13     1/15/2014       1.25
CCH I LLC             12.13     1/15/2015       1.19
CCH I/CCH I CP        11.00     10/1/2015      18.00
CCH I/CCH I CP        11.00     10/1/2015      19.25
CHAMPION ENTERPR       2.75     11/1/2037      17.00
CHARTER COMM HLD       9.92      4/1/2011       1.00
CHARTER COMM HLD      10.75     10/1/2009       2.00
CHARTER COMM INC       6.50     10/1/2027      32.75
CIT GROUP INC          3.95    12/15/2009      64.00
CIT GROUP INC          4.05     2/15/2010      57.00
CIT GROUP INC          4.25      2/1/2010      61.22
CIT GROUP INC          4.25     9/15/2010      57.50
CIT GROUP INC          4.30     3/15/2010      56.26
CIT GROUP INC          4.30     6/15/2010      58.50
CIT GROUP INC          4.35     6/15/2010      57.50
CIT GROUP INC          4.45     5/15/2010      57.00
CIT GROUP INC          4.60     8/15/2010      58.55
CIT GROUP INC          4.75    12/15/2010      62.50
CIT GROUP INC          4.80    12/15/2009      64.00
CIT GROUP INC          4.85    12/15/2009      68.10
CIT GROUP INC          4.85     3/15/2010      61.00
CIT GROUP INC          4.90    12/15/2010      57.50
CIT GROUP INC          5.00    12/15/2010      57.00
CIT GROUP INC          5.00     3/15/2011      58.50
CIT GROUP INC          5.00     3/15/2011      58.60
CIT GROUP INC          5.05     2/15/2010      61.00
CIT GROUP INC          5.05     3/15/2010      57.00
CIT GROUP INC          5.05    11/15/2010      57.00
CIT GROUP INC          5.05    12/15/2010      57.00
CIT GROUP INC          5.05     3/15/2011      57.00
CIT GROUP INC          5.15     2/15/2010      59.81
CIT GROUP INC          5.15     3/15/2010      57.00
CIT GROUP INC          5.15     2/15/2011      58.00
CIT GROUP INC          5.15     2/15/2011      57.00
CIT GROUP INC          5.15     4/15/2011      61.00
CIT GROUP INC          5.20     11/3/2010      61.50
CIT GROUP INC          5.20     9/15/2011      58.55
CIT GROUP INC          5.25     5/15/2010      57.50
CIT GROUP INC          5.25     9/15/2010      59.25
CIT GROUP INC          5.25    11/15/2010      57.00
CIT GROUP INC          5.25    11/15/2010      59.10
CIT GROUP INC          5.25    11/15/2010      58.00
CIT GROUP INC          5.25    12/15/2010      57.00
CIT GROUP INC          5.30     6/15/2010      57.50
CIT GROUP INC          5.35     6/15/2011      57.76
CIT GROUP INC          5.40     5/15/2011      58.00
CIT GROUP INC          5.45     8/15/2010      55.00
CIT GROUP INC          5.50     8/15/2010      58.50
CIT GROUP INC          5.60     4/27/2011      62.50
CIT GROUP INC          6.25    12/15/2009      63.00
CIT GROUP INC          6.25     2/15/2010      58.00
CIT GROUP INC          6.50    12/15/2009      59.75
CIT GROUP INC          6.50     2/15/2010      62.00
CIT GROUP INC          6.50     3/15/2010      57.50
CIT GROUP INC          6.50    12/15/2010      55.44
CIT GROUP INC          6.50     1/15/2011      57.00
CIT GROUP INC          6.50     3/15/2011      57.00
CIT GROUP INC          6.60     2/15/2011      58.50
CIT GROUP INC          6.75     3/15/2011      56.50
CIT GROUP INC         12.00    12/18/2018      16.38
CITADEL BROADCAS       8.00     2/15/2011      17.50
CLEAR CHANNEL          4.40     5/15/2011      63.00
CLEAR CHANNEL          4.50     1/15/2010      97.00
CLEAR CHANNEL          6.25     3/15/2011      66.75
CONGOLEUM CORP         8.63      8/1/2008      20.50
COOPER-STANDARD        8.38    12/15/2014      16.25
COUNTRYWIDE FINL       5.25    11/16/2009      98.60
CREDENCE SYSTEM        3.50     5/15/2010      60.00
DECODE GENETICS        3.50     4/15/2011      14.00
DELPHI CORP            6.50     8/15/2013       0.50
DELPHI CORP            8.25    10/15/2033       0.06
DEX MEDIA INC          8.00    11/15/2013      16.00
DEX MEDIA INC          9.00    11/15/2013      18.50
DEX MEDIA INC          9.00    11/15/2013      15.00
DEX MEDIA WEST         9.88     8/15/2013      20.00
DOWNEY FINANCIAL       6.50      7/1/2014      16.00
EDDIE BAUER HLDG       5.25      4/1/2014       0.35
FAIRPOINT COMMUN      13.13      4/1/2018      16.00
FAIRPOINT COMMUN      13.13      4/2/2018      16.75
FEDDERS NORTH AM       9.88      3/1/2014       0.50
FINLAY FINE JWLY       8.38      6/1/2012       5.00
FLEETWOOD ENTERP      14.00    12/15/2011      31.25
FRANKLIN BANK          4.00      5/1/2027       1.25
GASCO ENERGY INC       5.50     10/5/2011      45.50
GENERAL MOTORS         7.13     7/15/2013      14.25
GENERAL MOTORS         7.40      9/1/2025      14.38
GENERAL MOTORS         7.70     4/15/2016      14.01
GENERAL MOTORS         8.10     6/15/2024      13.50
GENERAL MOTORS         8.25     7/15/2023      15.00
GENERAL MOTORS         8.38     7/15/2033      14.00
GENERAL MOTORS         8.80      3/1/2021      13.75
GENERAL MOTORS         9.40     7/15/2021      14.25
GENERAL MOTORS         9.45     11/1/2011      14.00
GMAC LLC               6.75    11/15/2009      96.50
GMAC LLC               6.80    11/15/2009      98.88
HAWAIIAN TELCOM        9.75      5/1/2013       2.25
HERBST GAMING          7.00    11/15/2014       5.50
HERBST GAMING          8.13      6/1/2012       5.50
IDEARC INC             8.00    11/15/2016       5.00
INDALEX HOLD          11.50      2/1/2014       1.06
INN OF THE MOUNT      12.00    11/15/2010      40.00
INTL LEASE FIN         4.50    11/15/2009      99.35
KAISER ALUM&CHEM      12.75      2/1/2003       4.00
KEYSTONE AUTO OP       9.75     11/1/2013      33.50
LANDAMERICA            3.13    11/15/2033      29.25
LAZYDAYS RV           11.75     5/15/2012       3.00
LEHMAN BROS HLDG       4.38    11/30/2010      14.00
LEHMAN BROS HLDG       4.50     7/26/2010      15.50
LEHMAN BROS HLDG       4.50      8/3/2011      11.58
LEHMAN BROS HLDG       4.70      3/6/2013      13.60
LEHMAN BROS HLDG       4.80     3/13/2014      15.25
LEHMAN BROS HLDG       4.80     6/24/2023      12.75
LEHMAN BROS HLDG       5.00     1/14/2011      14.26
LEHMAN BROS HLDG       5.00     1/22/2013      12.50
LEHMAN BROS HLDG       5.00     2/11/2013      13.00
LEHMAN BROS HLDG       5.00     3/27/2013      13.50
LEHMAN BROS HLDG       5.00      8/3/2014      13.50
LEHMAN BROS HLDG       5.00      8/5/2015      12.50
LEHMAN BROS HLDG       5.00     5/28/2023      11.65
LEHMAN BROS HLDG       5.00     5/30/2023      12.30
LEHMAN BROS HLDG       5.00     6/10/2023      12.51
LEHMAN BROS HLDG       5.00     6/17/2023      10.90
LEHMAN BROS HLDG       5.10     1/28/2013      12.75
LEHMAN BROS HLDG       5.10     2/15/2020      13.50
LEHMAN BROS HLDG       5.15      2/4/2015      13.25
LEHMAN BROS HLDG       5.20     5/13/2020      12.30
LEHMAN BROS HLDG       5.25      2/6/2012      14.00
LEHMAN BROS HLDG       5.25     2/11/2015      12.75
LEHMAN BROS HLDG       5.25      3/5/2018      10.90
LEHMAN BROS HLDG       5.25      3/8/2020      13.50
LEHMAN BROS HLDG       5.25     5/20/2023      11.30
LEHMAN BROS HLDG       5.35     2/25/2018      12.75
LEHMAN BROS HLDG       5.35     3/13/2020      11.00
LEHMAN BROS HLDG       5.35     6/14/2030      10.00
LEHMAN BROS HLDG       5.38      5/6/2023      12.35
LEHMAN BROS HLDG       5.40      3/6/2020      13.25
LEHMAN BROS HLDG       5.40     3/20/2020      13.25
LEHMAN BROS HLDG       5.40     3/30/2029      13.25
LEHMAN BROS HLDG       5.40     6/21/2030      12.30
LEHMAN BROS HLDG       5.45     3/15/2025      12.85
LEHMAN BROS HLDG       5.45      4/6/2029      12.30
LEHMAN BROS HLDG       5.45     2/22/2030      13.25
LEHMAN BROS HLDG       5.45     7/19/2030      12.75
LEHMAN BROS HLDG       5.45     9/20/2030      12.35
LEHMAN BROS HLDG       5.50      4/4/2016      14.00
LEHMAN BROS HLDG       5.50      2/4/2018      12.30
LEHMAN BROS HLDG       5.50     2/19/2018      11.50
LEHMAN BROS HLDG       5.50     11/4/2018      12.63
LEHMAN BROS HLDG       5.50     2/27/2020      11.38
LEHMAN BROS HLDG       5.50     8/19/2020      13.25
LEHMAN BROS HLDG       5.50     3/14/2023      12.30
LEHMAN BROS HLDG       5.50      4/8/2023      10.55
LEHMAN BROS HLDG       5.50     4/15/2023      12.75
LEHMAN BROS HLDG       5.50     4/23/2023      10.50
LEHMAN BROS HLDG       5.50      8/5/2023      12.35
LEHMAN BROS HLDG       5.50     10/7/2023      12.75
LEHMAN BROS HLDG       5.50     1/27/2029      13.25
LEHMAN BROS HLDG       5.50      2/3/2029      11.65
LEHMAN BROS HLDG       5.50      8/2/2030      12.18
LEHMAN BROS HLDG       5.55     2/11/2018      12.75
LEHMAN BROS HLDG       5.55      3/9/2029      12.75
LEHMAN BROS HLDG       5.55     1/25/2030      12.75
LEHMAN BROS HLDG       5.55     9/27/2030      12.75
LEHMAN BROS HLDG       5.55    12/31/2034      12.30
LEHMAN BROS HLDG       5.60     1/22/2018      13.50
LEHMAN BROS HLDG       5.60     9/23/2023      11.00
LEHMAN BROS HLDG       5.60     2/17/2029      12.75
LEHMAN BROS HLDG       5.60     2/24/2029      13.25
LEHMAN BROS HLDG       5.60      3/2/2029      12.75
LEHMAN BROS HLDG       5.60     2/25/2030      12.75
LEHMAN BROS HLDG       5.60      5/3/2030      12.75
LEHMAN BROS HLDG       5.63     1/24/2013      16.00
LEHMAN BROS HLDG       5.63     3/15/2030      13.25
LEHMAN BROS HLDG       5.65     9/14/2020      14.00
LEHMAN BROS HLDG       5.65    11/23/2029      12.75
LEHMAN BROS HLDG       5.65     8/16/2030      12.35
LEHMAN BROS HLDG       5.65    12/31/2034      12.75
LEHMAN BROS HLDG       5.70     1/28/2018      12.75
LEHMAN BROS HLDG       5.70     2/10/2029      12.75
LEHMAN BROS HLDG       5.70     4/13/2029      12.75
LEHMAN BROS HLDG       5.70      9/7/2029      12.75
LEHMAN BROS HLDG       5.70    12/14/2029      12.75
LEHMAN BROS HLDG       5.75     4/25/2011      13.88
LEHMAN BROS HLDG       5.75     7/18/2011      14.05
LEHMAN BROS HLDG       5.75     5/17/2013      14.00
LEHMAN BROS HLDG       5.75     3/27/2023      10.50
LEHMAN BROS HLDG       5.75    10/15/2023      12.75
LEHMAN BROS HLDG       5.75    10/21/2023      12.30
LEHMAN BROS HLDG       5.75    11/12/2023      12.75
LEHMAN BROS HLDG       5.75    11/25/2023      13.25
LEHMAN BROS HLDG       5.75    12/16/2028      12.00
LEHMAN BROS HLDG       5.75    12/23/2028      13.25
LEHMAN BROS HLDG       5.75     8/24/2029      12.35
LEHMAN BROS HLDG       5.75     9/14/2029      13.25
LEHMAN BROS HLDG       5.75    10/12/2029      10.55
LEHMAN BROS HLDG       5.75     3/29/2030      13.50
LEHMAN BROS HLDG       5.80      9/3/2020      13.25
LEHMAN BROS HLDG       5.80    10/25/2030      12.40
LEHMAN BROS HLDG       5.85     11/8/2030      13.00
LEHMAN BROS HLDG       5.88    11/15/2017      15.25
LEHMAN BROS HLDG       5.90      5/4/2029      12.75
LEHMAN BROS HLDG       5.90      2/7/2031      10.50
LEHMAN BROS HLDG       5.95    12/20/2030      13.25
LEHMAN BROS HLDG       6.00      4/1/2011      13.05
LEHMAN BROS HLDG       6.00     7/19/2012      15.00
LEHMAN BROS HLDG       6.00    12/18/2015      13.50
LEHMAN BROS HLDG       6.00     2/12/2018      13.50
LEHMAN BROS HLDG       6.00     1/22/2020      10.00
LEHMAN BROS HLDG       6.00     2/12/2020      13.63
LEHMAN BROS HLDG       6.00     1/29/2021      12.38
LEHMAN BROS HLDG       6.00    10/23/2028      12.30
LEHMAN BROS HLDG       6.00    11/18/2028      12.30
LEHMAN BROS HLDG       6.00     5/11/2029      10.00
LEHMAN BROS HLDG       6.00     7/20/2029      12.75
LEHMAN BROS HLDG       6.00     4/30/2034      12.30
LEHMAN BROS HLDG       6.00     7/30/2034      13.25
LEHMAN BROS HLDG       6.00     2/21/2036      12.75
LEHMAN BROS HLDG       6.00     2/24/2036      12.30
LEHMAN BROS HLDG       6.00     2/12/2037      12.85
LEHMAN BROS HLDG       6.05     6/29/2029      13.50
LEHMAN BROS HLDG       6.10     8/12/2023      12.75
LEHMAN BROS HLDG       6.15     4/11/2031      13.25
LEHMAN BROS HLDG       6.20     9/26/2014      15.25
LEHMAN BROS HLDG       6.20     6/15/2027      12.30
LEHMAN BROS HLDG       6.20     5/25/2029      12.35
LEHMAN BROS HLDG       6.25      2/5/2021      12.75
LEHMAN BROS HLDG       6.25     2/22/2023      11.30
LEHMAN BROS HLDG       6.40    10/11/2022      11.00
LEHMAN BROS HLDG       6.40    12/19/2036      15.25
LEHMAN BROS HLDG       6.50     2/28/2023      11.50
LEHMAN BROS HLDG       6.50      3/6/2023      11.00
LEHMAN BROS HLDG       6.50     9/20/2027      10.29
LEHMAN BROS HLDG       6.50    10/18/2027      11.00
LEHMAN BROS HLDG       6.50    10/25/2027      12.35
LEHMAN BROS HLDG       6.50    11/15/2032      13.25
LEHMAN BROS HLDG       6.50     1/17/2033      10.50
LEHMAN BROS HLDG       6.50    12/22/2036      13.50
LEHMAN BROS HLDG       6.50     2/13/2037      12.50
LEHMAN BROS HLDG       6.50     6/21/2037      12.30
LEHMAN BROS HLDG       6.50     7/13/2037      13.25
LEHMAN BROS HLDG       6.60     10/3/2022      12.94
LEHMAN BROS HLDG       6.63     1/18/2012      15.25
LEHMAN BROS HLDG       6.63     7/27/2027      13.25
LEHMAN BROS HLDG       6.75      7/1/2022      12.75
LEHMAN BROS HLDG       6.75    11/22/2027      11.50
LEHMAN BROS HLDG       6.75     3/11/2033      11.05
LEHMAN BROS HLDG       6.75    10/26/2037      12.50
LEHMAN BROS HLDG       6.80      9/7/2032      13.50
LEHMAN BROS HLDG       6.85     8/16/2032      11.00
LEHMAN BROS HLDG       6.85     8/23/2032      11.89
LEHMAN BROS HLDG       6.88      5/2/2018      16.13
LEHMAN BROS HLDG       6.90      9/1/2032      12.00
LEHMAN BROS HLDG       7.00     4/16/2019      12.75
LEHMAN BROS HLDG       7.00     5/12/2023       9.50
LEHMAN BROS HLDG       7.00     9/27/2027      15.50
LEHMAN BROS HLDG       7.00     10/4/2032      12.75
LEHMAN BROS HLDG       7.00     7/27/2037      13.00
LEHMAN BROS HLDG       7.00     9/28/2037      13.25
LEHMAN BROS HLDG       7.00    11/16/2037       9.90
LEHMAN BROS HLDG       7.00    12/28/2037      12.38
LEHMAN BROS HLDG       7.00     1/31/2038      13.25
LEHMAN BROS HLDG       7.00      2/1/2038      10.86
LEHMAN BROS HLDG       7.00      2/7/2038      13.25
LEHMAN BROS HLDG       7.00      2/8/2038      12.50
LEHMAN BROS HLDG       7.00     4/22/2038      13.25
LEHMAN BROS HLDG       7.05     2/27/2038      12.50
LEHMAN BROS HLDG       7.10     3/25/2038      13.75
LEHMAN BROS HLDG       7.20     8/15/2009      14.00
LEHMAN BROS HLDG       7.25     2/27/2038      10.75
LEHMAN BROS HLDG       7.25     4/29/2038      11.20
LEHMAN BROS HLDG       7.35      5/6/2038      10.48
LEHMAN BROS HLDG       7.73    10/15/2023      15.00
LEHMAN BROS HLDG       7.88     8/15/2010      14.30
LEHMAN BROS HLDG       8.00      3/5/2022       8.00
LEHMAN BROS HLDG       8.00     3/17/2023      13.88
LEHMAN BROS HLDG       8.05     1/15/2019      11.50
LEHMAN BROS HLDG       8.40     2/22/2023      14.00
LEHMAN BROS HLDG       8.50      8/1/2015      15.38
LEHMAN BROS HLDG       8.75    12/21/2021      12.50
LEHMAN BROS HLDG       8.75      2/6/2023      12.00
LEHMAN BROS HLDG       8.80      3/1/2015      15.38
LEHMAN BROS HLDG       8.92     2/16/2017      12.75
LEHMAN BROS HLDG       9.50    12/28/2022      12.98
LEHMAN BROS HLDG       9.50     1/30/2023      13.25
LEHMAN BROS HLDG       9.50     2/27/2023      12.75
LEHMAN BROS HLDG      10.00     3/13/2023      13.50
LEHMAN BROS HLDG      10.38     5/24/2024      11.00
LEHMAN BROS HLDG      11.00    10/25/2017      15.00
LEHMAN BROS HLDG      11.00     6/22/2022      13.25
LEHMAN BROS HLDG      18.00     7/14/2023      13.25
LTX-CREDENCE           3.50     5/15/2011      45.00
MAJESTIC STAR          9.50    10/15/2010      66.25
MAJESTIC STAR          9.75     1/15/2011      10.00
MERISANT CO            9.50     7/15/2013       3.60
MERRILL LYNCH          0.00      3/9/2011      95.04
MFCCN-CALL11/09        5.20    11/15/2029      89.63
MILLENNIUM AMER        7.63    11/15/2026      18.00
MORRIS PUBLISH         7.00      8/1/2013      28.00
NEWARK GROUP INC       9.75     3/15/2014      27.00
NEWPAGE CORP          12.00      5/1/2013      50.00
NORTH ATL TRADNG       9.25      3/1/2012      38.55
NTK HOLDINGS INC      10.75      3/1/2014       3.00
OSCIENT PHARM         12.50     1/15/2011       3.00
PALM HARBOR            3.25     5/15/2024      48.15
PANOLAM INDUSTRI      10.75     10/1/2013      31.50
PINNACLE AIRLINE       3.25     2/15/2025      98.00
RAFAELLA APPAREL      11.25     6/15/2011      34.00
RAIT FINANCIAL         6.88     4/15/2027      39.91
READER'S DIGEST        9.00     2/15/2017       1.50
RESIDENTIAL CAP        8.00     2/22/2011      62.00
RESIDENTIAL CAP        8.38     6/30/2010      76.00
RH DONNELLEY           6.88     1/15/2013       5.00
RH DONNELLEY           6.88     1/15/2013       4.25
RH DONNELLEY           6.88     1/15/2013       6.10
RH DONNELLEY           8.88     1/15/2016       6.13
RH DONNELLEY           8.88    10/15/2017       7.83
ROTECH HEALTHCA        9.50      4/1/2012      30.50
SIX FLAGS INC          9.63      6/1/2014      26.50
SIX FLAGS INC          9.75     4/15/2013      23.00
SPACEHAB INC           5.50    10/15/2010      45.25
STANLEY-MARTIN         9.75     8/15/2015      30.00
STATION CASINOS        6.00      4/1/2012      23.00
STATION CASINOS        6.50      2/1/2014       2.03
STATION CASINOS        6.63     3/15/2018       2.00
STATION CASINOS        6.88      3/1/2016       2.00
STATION CASINOS        7.75     8/15/2016      23.00
TEKNI-PLEX INC        12.75     6/15/2010      80.00
THORNBURG MTG          8.00     5/15/2013       4.00
TIMES MIRROR CO        6.61     9/15/2027       7.10
TIMES MIRROR CO        7.25      3/1/2013       9.80
TIMES MIRROR CO        7.25    11/15/2096      10.00
TIMES MIRROR CO        7.50      7/1/2023      10.00
TOUSA INC              7.50     3/15/2011       7.00
TOUSA INC              7.50     1/15/2015       4.85
TOUSA INC              9.00      7/1/2010      40.00
TOUSA INC              9.00      7/1/2010      41.00
TOUSA INC             10.38      7/1/2012       3.60
TRANSMERIDIAN EX      12.00    12/15/2010      20.50
TRIBUNE CO             4.88     8/15/2010      10.13
TRIBUNE CO             5.25     8/15/2015       9.75
TRIBUNE CO             5.67     12/8/2008      10.00
TRUMP ENTERTNMNT       8.50      6/1/2015       5.50
TXU CORP               4.80    11/15/2009      90.00
USFREIGHTWAYS          8.50     4/15/2010      62.00
VERASUN ENERGY         9.38      6/1/2017      14.42
VERENIUM CORP          5.50      4/1/2027      45.50
VION PHARM INC         7.75     2/15/2012      25.51
VISTEON CORP           7.00     3/10/2014      26.00
WASH MUT BANK FA       5.13     1/15/2015       0.13
WASH MUT BANK NV       5.50     1/15/2013       0.01
WASH MUT BANK NV       5.55     6/16/2010      34.50
WASH MUTUAL INC        4.20     1/15/2010      90.10
WASH MUTUAL INC        8.25      4/1/2010      71.00
WCI COMMUNITIES        7.88     10/1/2013       2.00
WCI COMMUNITIES        9.13      5/1/2012       7.90
WII COMPONENTS        10.00     2/15/2012      45.25
YELLOW CORP            5.00      8/8/2023      29.00
YELLOW CORP            5.00      8/8/2023      53.00
YOUNG BROADCSTNG       8.75     1/15/2014       0.50



                           *********

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.

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