TCR_Public/091104.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 4, 2009, Vol. 13, No. 305

                            Headlines

44 BULL: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Quebec May Consider Buying Stake
ACCESS PHARMACEUTICALS: Files Shelf Registration Statement
ADVANCED BLAST PROTECTION: Voluntary Chapter 11 Case Summary
ADVANCED CELL: To Sell $2.4MM of Promissory Notes at Discount

AFFILIATED FOODS: Bankruptcy Case Converted to Ch. 7 Liquidation
AFFINITY GROUP: Lenders Move Interest Payment Date to Nov. 6
ALBERT NATICCHIONI: Case Summary & 20 Largest Unsecured Creditors
ALBERT SCALES III: Case Summary & 11 Largest Unsecured Creditors
ALI SHAHRYARINEJAD: Case Summary & 13 Largest Unsecured Creditors

AMBRILIA BIOPHARMA: Obtains a Second Extension of CCAA Stay Order
AMERICAN AIRLINES: Moody's Assigns 'B1' Rating on $276 Mil. Notes
AMERICAN INT'L: Draw on Fed Credit at 5-Month High on ILFC Loan
AMERICAN INT'L: Congressman Wants Bailout Examined
AMERIGROW RECYCLING-DELRAY: Voluntary Chapter 11 Case Summary

ARROWHEAD GENERAL: S&P Assigns 'B-' Counterparty Credit Rating
AVERION INTERNATIONAL: June 30 Balance Sheet Upside-Down by $2.5MM
AVISTAR COMMUNICATIONS: Posts $1.9 Million Q3 2009 Net Loss
BANK OF AMERICA: Reorganization Cues Fitch's Rating Affirmations
BAYARD SPECTOR: Case Summary & 20 Largest Unsecured Creditors

BAYVIEW HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
BEARINGPOINT INC: Shareholders Slam Chapter 11 Plan
BERNARD MADOFF: Auditors Consent to Partial Judgment
BERNARD MADOFF: Fraud Began After Legitimate Strategy Went Bad
CANWEST GLOBAL: Canwest LP in Talks with Lenders on Restructuring

CARDTRONICS INC: September 30 Balance Sheet Upside-Down by $8.3MM
CAPMARK FINANCIAL: Gets Nod to Honor Obligations to Employees
CAPMARK FINANCIAL: Gets Nod to Maintain Insurance Programs
CAPMARK FINANCIAL: Proposes to Tap Epiq as Claims & Notice Agent
CATHOLIC CHURCH: McClure Estate Wants to Reopen Abuse Case

CATHOLIC CHURCH: Sheehan Wants Lift Stay to Proceed With Del. Suit
CATHOLIC CHURCH: Wilmington Taps Garden City as Claims Agent
CELL THERAPEUTICS: Narrows Net Loss to $8.14MM in September 2009
CENTAUR LLC: Moody's Downgrades Default Rating to 'Ca/LD'
CENTRAL PACIFIC: Fitch Junks Long-Term Issuer Default Rating

CEQUEL COMMUNICATIONS: Note Upsizing Won't Affect Moody's Ratings
CERF BROS. BAG: Case Summary & 20 Largest Unsecured Creditors
CERUS CORP: Amends Rights Agreement with Wells Fargo Bank
CERUS CORP: Records $5.6 Million Third Quarter 2009 Net Loss
CHEMTURA CORP: Deal on Recovery of $9.3 Mil. Authorized by Court

CHEMTURA CORP: Gets Nod for Branding Agreement With Valent USA
CHEMTURA CORP: Proposes to Enter Into NNN Office Lease
CHEMTURA CORP: Wants to Assume Vignette Master Agreement
CHINA MEDIAEXPRESS: NYSE Amex Rescinds Delisting Notice
CIT GROUP: Chapter 11 Filing Cues S&P's Rating Downgrade to 'D'

CIT GROUP: Fitch Downgrades Issuer Default Ratings to 'D'
CIT GROUP: Receivables Exchange Ready Fund for Liquidity Aid
CIT GROUP: To Present Prepack Plan for Confirmation on Dec. 8
CIT GROUP: Australia Bondholders Agree to Waive Rights
CLIFFORD ROBINSON: Case Summary & 10 Largest Unsecured Creditors

COLT DEFENSE: Moody's Affirms Corporate Family Rating at 'B1'
COMSTOCK HOMEBUILDING: Enters Into Loan Modification with Keybank
COYOTES HOCKEY: Court Approves $140 Million Sale Deal to NHL
CROWN CASTLE: Fitch Assigns Issuer Default Ratings at 'BB-'
CRUSADER ENERGY: Stockholders Seek Probe on Diminished Value

CYCLACEL PHARMACEUTICALS: Receives Deficiency Notice From Nasdaq
DANIEL ABELMAN: Voluntary Chapter 11 Case Summary
DAVID HERNDON: Voluntary Chapter 11 Case Summary
DELTA AIR: Flight 188 Pilots Licenses Revoked by FAA
DELTA AIR: Steps Up Talks With JAL for Possible Alliance

DELTA AIR: Stipulation Resolving MMA & MDE's Claims Approved
DENBURY RESOURCES: Encore Merger Deal Cues Moody's Rating Review
DENBURY RESOURCES: S&P Affirms Corporate Credit Rating at 'BB'
DENNY'S CORP: Posts $10.03 Million Net Income for Q3 2009
E*TRADE FIN'L: Withdraws Request for Funding at OTS

EDGEWATER REALTY INC: Case Summary & 12 Largest Unsec. Creditors
EQUIPMENT ACQUISITION: List of 20 Largest Unsec. Creditors
EQUIPMENT ACQUISITION: Hires Arnstein & Lehr as Bankruptcy Counsel
EQUIPMENT ACQUISITION: Taps Dev't Specialists as Financial Advisor
EQUIPMENT ACQUISITION: Wants Filing of Schedules Moved to Nov. 24

ETHAN ALLEN: S&P Downgrades Corporate Credit Rating to 'B+'
EUROFRESH INC: Expects to Exit Bankruptcy in Late November
EUROFRESH INC: Has Access to Cash Collateral Until November 30
EZ LUBE: Wins Confirmation of Reorganization Plan
FAIRPOINT COMMS: Fitch Downgrades IDR to 'D'

FAIRPOINT COMMS: Proposes to Employ BMC Group as Claims Agent
FAIRPOINT COMMS: Proposes to Employ Paul Hastings as Counsel
FIRSTPLUS FINANCIAL: Court Confirms Ch. 11 Trustee Appointment
FORD MOTOR: Says October U.S. Sales Up 3% From Last Year
FORD MOTOR: Seeks 2013 Extension of Revolving Credit Facility

FORD MOTOR: Fitch Gives Positive Outlook, Affirms 'CCC' Rating
FORD MOTOR: Moody's Raises Corporate Family Rating to 'B3'
FORD MOTOR: Moody's Upgrades Senior Unsecured Rating to 'B3'
FOURTH QUARTER: Case Summary & Creditors Lists
GAINESVILLE HOSPITALITY: Case Summary & Unsecured Creditors

GAYNOR M.J.: Case Summary & 4 Largest Unsecured Creditors
GENERAL CABLE: Moody's Affirms Corporate Family Rating at 'Ba3'
GENERAL MOTORS: Cancels Opel Sale to Magna; to Restructure Unit
GENERAL MOTORS: U.S. October 2009 Sales Up 4% from 2008
GIGABEAM CORP: Completes Sale Process to Lenders

GLASSLINE PARTNERSHIP: Voluntary Chapter 11 Case Summary
GMAC INC: Moody's Reviews 'Ca' Senior Unsecured Ratings
GPX INTERNATIONAL: Hires Hanify & King as Bankruptcy Counsel
GPX INTERNATIONAL: Taps Hinckley Allen as Special Counsel
GPX INTERNATIONAL: Hires Torys as Special Canadian Counsel

GPX INTERNATIONAL: Sec. 341 Meeting Set for December 1
GPX INTERNATIONAL: Taps Argus Management as Financial Advisor
GPX INTERNATIONAL: Taps TM Capital as Investment Banker
GPX INTERNATIONAL: Trustee Balks at Exec. Bonuses
GREYSTONE PHARMACEUTICALS: Case Summary & Unsecured Creditors

HALCYON HOLDINGS: May Auction Terminator Rights to Pay Debt
HALLWOOD ENERGY: Court Confirms HPI's First Amended Joint Plan
HAMPSHIRE GROUP: Adopts 2009 Incentive Plan & 2010 Bonus Plan
HAYES LEMMERZ: Wins Confirmation of Plan after Deals Reached
HAZLETON GENERAL: Moody's Affirms 'Ba2' Ratings on $22 Mil. Bonds

HERBST GAMING: Wins Approval of Reorganization Plan
HYDRALOGIC SYSTEMS: Forbearance Extended to November 30
HYDROGENICS CORP: Closes Financing Deal with Algonquin Power
HYDROGENICS CORP: Posts $5.4 Million Q3 2009 Net Loss
INFINITO GOLD: Receives Default Waivers Until November 30

IRIDIUM OPERATING: Wins Confirmation of Liquidating Plan
JAGIRDAR INC: Case Summary & 6 Largest Unsecured Creditors
LAND O'LAKES: Moody's Assigns Rating on $375 Mil. Senior Facility
LANDAMERICA FIN'L: Extends Employment of G. Evans Until Dec. 31
LANDAMERICA FIN'L: J. Chiang Plea for Rule 2004 Examination Denied

LANDAMERICA FIN'L: To Pay $15MM Balance Under 2nd PBGC Settlement
LAS VEGAS SANDS: Reports Loss as Revenue Misses Estimates
LDG SOUTH: List of 20 Largest Unsecured Creditors
LDG SOUTH: Taps Stichter Riedel as Bankruptcy Counsel
LEHMAN BROTHERS: Hearing on Barclays Windfall Charges in April

LEHMAN BROTHERS: LBI Proposes Protocol to Unwind Receivables
LEHMAN BROTHERS: LBSF Wants to Compel Chicago Board to Perform
LEHMAN BROTHERS: LBSF Wants to Sell Swap Pact Stake to Goldman
LEONARDO MORCOS: Case Summary & 18 Largest Unsecured Creditors
LEXINGTON PRECISION: Files Third Amended Plan & Disc. Statement

LYONDELL CHEMICAL: Jack Williams Named Examiner
MANCHESTER HOUSING: Moody's Downgrades Bond Ratings to 'Ba2'
MEDIACOM LLC: June 30 Balance Sheet Upside-Down by $224 Million
METALDYNE CORP: Creditors Want Sale Appeal Tossed
NORANDA ALUMINUM: Expects to Report Up to $8MM Q3 Net Income

NOWAUTO GROUP: Former Auditor Moore Refuses to Issue SEC Letter
OTTER TAIL: Files for Chapter 11, Has Deal with Lenders
PETTERS GROUP: Founder Faked Deals Since 'Day One,' Secretary Says
PHILADELPHIA NEWSPAPERS: Court Approves Disclosure Statement
PLF INVESTMENTS: Case Summary & 11 Largest Unsecured Creditors

QSGI INC: Court Approves Sale of DSC Business to Victory Park
QSGI INC: Court OKs $2MM Sale of DCM Business to SMS Maintenance
QUANTUM CORP: Posts $11 Million Third Quarter 2009 Net Income
REVLON CONSUMER: Moody's Upgrades Corporate Family Rating to 'B2'
REVLON CONSUMER: S&P Raises Corporate Credit Rating to 'B'

RODNEY DAVIS: Case Summary & 20 Largest Unsecured Creditors
RSC EQUIPMENT: Moody's Assigns 'Caa2' Rating on $200 Mil. Debt
RSC EQUIPMENT: S&P Retains 'B+' Corporate Credit Rating
SEAGATE TECHNOLOGY: Moody's Affirms 'Ba2' Corporate Family Rating
SEMGROUP LP: Conoco Seeks Recoupment of Fees & Expenses

SEMGROUP LP: Gets Nod of Race Trac Settlement Pact
SEMGROUP LP: Gets Nod to Retain Mckool Smith as Co-Counsel
SENSATA TECHNOLOGIES: S&P Affirms 'CCC+' Corporate Credit Rating
SHERWOOD/CLAY-AUSTIN: Voluntary Chapter 11 Case Summary
SIMMONS CO: Deutsche Bank Extends Pledge for $35MM DIP Facility

SOUTH TEXAS: Files for Bankruptcy Under Chapter 11
SPANSION INC: Admits to More Job Cuts
SPANSION INC: Gets Nod to Assume Leases in Asia & Europe
SPANSION INC: King & Spalding Charges $2.9 Mil. for June-Aug. Work
STATION CASINOS: Boyd "Ready to Begin Due Diligence"

STATION CASINOS: Gets Nod for Ernst & Young as Tax Advisor
STATION CASINOS: Wants Lease Decision Extension for Vegas Leases
SUPERIOR OFFSHORE: Resolves $23M Back Taxes Claim
TALBOTS INC: August 1 Balance Sheet Upside-Down by $206.7 Million
TAYLOR BEAN: Sovereign Balks at Terms of DIP Loans

TENNECO INC: Moody's Affirms Corporate Family Rating at 'B3'
TERRY BRADFORD COX: Case Summary & 3 Largest Unsecured Creditors
TOUSA INC: Lenders to Post About $700 Million in Bonds
TRIAD FINANCIAL: S&P Puts 'B' Rating on CreditWatch Positive
TRIDENT RESOURCES: Files Schedules of Assets and Liabilities

UNIFI INC: Posts $2.48MM Net Income for September 27 Quarter
VITESSE SEMICONDUCTOR: Appoints Hugar and Lyon as Directors
VITESSE SEMICONDUCTOR: Closes Debt Restructuring Transactions
WESCO INC: Case Summary & 8 Largest Unsecured Creditors
YRC WORLDWIDE: S&P Downgrades Corporate Credit Rating to 'CC'

* Bank Failures Buffeting FDIC Efforts to Bolster Insurance Fund
* Capital Markets Still Extremely Weak, Survey Shows
* CIT Filing Pushes Junk-Bond Default Rate to 13.1%, Fitch Says
* Kamakura Reports Improvement in October Troubled Company Index

* Pension Funds for Public Employees Lost $600 Billion in 2008
* W.L. Ross Sees Huge Commercial Property Crash Ahead
* Small-Firms Bankruptcy Filings Up 44% Yr-Over-Yr, Equifax Says

* Winston & Strawn Adds Private Equity Practice

* Upcoming Meetings, Conferences and Seminars

                            *********

44 BULL: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 44 Bull, LLC
        2 East Broughton St.
        Savannah, GA 31401

Bankruptcy Case No.: 09-42513

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: C. James McCallar Jr., Esq.
                  McCallar Law Firm
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912): 912-236-7549
                  Email: mccallarlawfirm@aol.com

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

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

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

The petition was signed by Giuseppe Venetico, managing member of
the Company.


ABITIBIBOWATER INC: Quebec May Consider Buying Stake
----------------------------------------------------
Economic Development Minister Clement Gignac said Quebec may
consider buying a stake in AbitibiBowater Inc. if the newsprint
maker and its unions can agree on how to cut production costs,
according to reporting by Bloomberg News.

Frederic Tomesco and Christopher Donville at Bloomberg relate that
Mr. Cignac told reporters that the provincial government formed a
group that includes union and paper-industry representatives to
find ways to reduce raw-material and wage costs at mills in
Quebec.

"Before the government becomes a shareholder of Abitibi, all of
the partners will have to make sacrifices that allow us to lower
production costs at the Quebec plants," Mr. Gignac said.  "This
means fiber costs and labor costs."

Quebec will not invest in AbitibiBowater until the company can
show that it has a "profitable business model," he said.

                     About AbitibiBowater Inc.

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

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

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

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

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


ACCESS PHARMACEUTICALS: Files Shelf Registration Statement
----------------------------------------------------------
Access Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission a shelf registration statement in connection
with its planned offering of common stock and warrants to purchase
additional shares of common stock.

The Company expects to use the proceeds received from the offering
to further develop its products and product candidates and for
general working capital purposes.

The Company's common stock is listed on the Over-the-counter
Bulletin Board under the symbol "ACCP".  The Company intends to
apply for listing of its shares of common stock on the NYSE Amex
in connection with the offering.  The Company does not intend to
apply for listing of the warrants on any securities exchange.  On
October 26, 2009, the last reported sale price of the common stock
on the OTC BB was $3.30 per share.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?4825

Access said in a Form 10-Q filing, "We have generally incurred
negative cash flows from operations since inception, and have
expended, and expect to continue to expend in the future,
substantial funds to complete our planned product development
efforts.  Since inception, our expenses have significantly
exceeded revenues, resulting in an accumulated deficit as of
June 30, 2009 of $241,226,000.  We expect that our capital
resources will be adequate to fund our current level of operations
into the first quarter of 2010.  However, our ability to fund
operations over this time could change significantly depending
upon changes to future operational funding obligations or capital
expenditures.  As a result we may be required to seek additional
financing sources within the next twelve months.  We cannot assure
. . . that we will ever be able to generate significant product
revenue or achieve or sustain profitability.

"In order to conserve cash for the operations of Access,
management, employees and consultants reduced their monthly
stipends.  Some consultants also agreed to take common stock and
warrants for their services.

As of June 30, 2009, the Company had $2,351,000 in total assets
and $16,177,000 in total liabilities, resulting in $13,826,000
stockholders' deficit.

On March 31, 2008, Whitley Penn LLP, in Dallas, expressed
substantial doubt about Access Pharmaceuticals Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses from operations, negative cash flows from
operating activities and an accumulated deficit.

                   About Access Pharmaceuticals

Headquartered in Dallas, Texas, Access Pharmaceuticals Inc.
(OTC BB: ACCP.OB) -- http://accesspharma.com/-- is an emerging
biopharmaceutical company developing products for use in the
treatment of cancer, the supportive care of cancer, and other
disease states.  The Company's product for the management of oral
mucositis, MuGard(TM) has received marketing clearance by the FDA
as a device.  The Company's lead clinical development program for
the drug candidate ProLindac(TM) is in Phase II clinical testing.
Access also has advanced drug delivery technologies including
Cobalamin(TM) mediated oral drug delivery and targeted delivery.


ADVANCED BLAST PROTECTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Advanced Blast Protection, Inc.
        8150 W. State Road 84
        Davie, FL 33324

Bankruptcy Case No.: 09-34185

Chapter 11 Petition Date: November 2, 2009

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

Judge: John K. Olson

Debtor's Counsel: Leslie Gern Cloyd, Esq.
                  350 E Las Olas Blvd #1000
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 525-9900
                  Fax: (954) 523-2872
                  Email: lcloyd@bergersingerman.com

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

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

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

The petition was signed by Dr. Warren R. Phillips, chief executive
officer of the Company.


ADVANCED CELL: To Sell $2.4MM of Promissory Notes at Discount
-------------------------------------------------------------
Advanced Cell Technology, Inc., intends to sell promissory notes
in the principal amount of a minimum of $2,400,000, for a purchase
price of a minimum of $2,000,000.  The Notes will be convertible
into shares of the Company's common stock at a conversion price of
$0.10.

Pursuant to the Offering, the Company also intends to issue (i)
one-and-one third Class A warrants for each two shares of common
stock underlying the Notes, to purchase shares of the Company's
common stock with a term of five years and an exercise price equal
to 110% of the closing price of the Company's common stock for the
trading day preceding the initial closing date of the Offering
(provided that, the initial exercise price shall not be less than
$0.10), (ii) additional investment rights, exercisable until 9
months after the second closing date of the Offering, to purchase
(a) promissory notes -- Air Notes -- in the principal amount of a
minimum of $2,400,000, for a purchase price of a minimum of
$2,000,000, with a conversion price of $0.10, and one-and-one
third Class A warrants -- Class A Warrants -- for each two shares
of common stock underlying the AIR Notes, to purchase shares of
the Company's common stock with a term of five years and an
exercise price equal to 110% of the closing price of the Company's
common stock for the trading day preceding the initial closing
date of the Offering (provided that, the initial exercise price
shall not be less than $0.10).

The Company will be required to redeem the Notes monthly
commencing in May 2009, in the amount of 14.28% of the initial
principal amount of the Notes, in cash or common stock at the
Company's option (subject to the conditions set forth in the
Notes), until the Notes are paid in full.

The initial closing under the Offering will be for the purchase of
a minimum of $1,200,000 principal amount of Notes, for a purchase
price of a minimum of $1,000,000.  The second closing under the
Offering will be within 90 days of the initial closing under the
Offering and will be for the purchase of a minimum of $1,200,000
principal amount of Notes, for a purchase price of a minimum of
$1,000,000.

                        About Advanced Cell

Based in Worcester, Massachusetts, Advanced Cell Technology Inc.
(OTC BB: ACTC) -- http://www.advancedcell.com/-- is a
biotechnology company focused on developing and commercializing
human embryonic and adult stem cell technology in the emerging
fields of regenerative medicine.  Principal activities to date
have included obtaining financing, securing operating facilities,
and conducting research and development.  The Company has no
therapeutic products currently available for sale and does not
expect to have any therapeutic products commercially available for
sale for a period of years, if at all.

At June 30, 2009, the Company had $6,431,749 in total assets,
including $918,575 in total current assets, against $78,661,772 in
total liabilities, including $72,472,134 in total current
liabilities, and $1,579,994 in Series A-1 redeemable convertible
preferred stock, $0.001 par value.  At June 30, 2009, the Company
had accumulated deficit of $138,254,284 and stockholders' deficit
of $73,810,017.

Advanced Cell warned in an August 2009 regulatory filing it may
not be able to continue as a going concern and fund cash
requirements for operations through the next 12 months with
current cash reserves.  The Company has losses from operations,
negative cash flows from operations, a substantial stockholders'
deficit and current liabilities exceed current assets.


AFFILIATED FOODS: Bankruptcy Case Converted to Ch. 7 Liquidation
----------------------------------------------------------------
The Hon. Richard D. Taylor of the U.S. Bankruptcy Court for the
Eastern District of Arkansas approved the conversion of the
Chapter 11 cases of Affiliated Foods Southwest, Inc., and its
debtor-affiliates into liquidation under Chapter 7.

The Debtors related that they were unable to secure additional
liability and workman's compensation insurance coverage beyond
July 17, 2009.  Accordingly, the Debtors ceased operations, and
terminated all employees.  The Debtors asserted that it is not in
the best interest of the estates, the creditors, its former
employees and the public to continue operations without sufficient
insurance coverage.

The counsel for U.S. Bank, the U.S. Trustee's Office, and the
Unsecured Creditors Committee expressed no opposition to the
conversion of the case.

Little Rock, Arkansas-based Affiliated Foods Southwest, Inc., and
its affiliates filed for Chapter 11 on May 5, 2009 (Bankr. E.D.
Ark. Case No. 09-13178).  W. Michael Reif, Esq., at Dover Dixon
Horne represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $10 million to $50 million and debts
between $100 million to $500 million.


AFFINITY GROUP: Lenders Move Interest Payment Date to Nov. 6
------------------------------------------------------------
Affinity Group Holding, Inc., on September 14, 2009, received
consent letters from certain institutional holders of its 10-7/8%
Senior Notes Due 2012 holding in the aggregate $65,835,969
principal amount of the AGHI Notes outstanding and consent letters
from certain non-institutional holders of the AGHI Notes holding
in the aggregate $46,555,946 principal amount of the AGHI Notes
outstanding.  The aggregate principal amount of the AGHI Notes
outstanding is $113,648,603 so the holders executing the Consents
held 98.9% of the outstanding principal amount of the AGHI Notes.
On September 14, 2009, the Company paid the interest on the
remaining $1,256,688 principal amount of AGHI Notes that are
outstanding and for which an Institutional Consent or an Other
Consent was not obtained.

The Company has engaged in discussions with the holders of the
AGHI Notes regarding a refinancing or restructuring of the
indebtedness of the Company and its subsidiary, Affinity Group,
Inc.  As part of those discussions, the Company did not pay the
interest on the AGHI Notes that was due on August 15, 2009, but
the indenture governing the AGHI Notes provides a 30 day grace
period for the payment of interest that was to have been paid on
that date.

Pursuant to the Institutional Consents, the Company has agreed to
pay the legal fees for a law firm to represent the holders who
signed the Institutional Consents in connection with such
discussions and has paid a $150,000 retainer to that law firm.  In
addition, the Company has paid a consent fee equal to 1/4 of 1% of
the principal amount to the holders who signed the Institutional
Consents or an aggregate of $164,600.

As of October 30, 2009, the holders who signed the Institutional
Consents have agreed to extend the interest payment date on their
AGHI Notes to November 6, 2009.  As of October 28, 2009, the
holders who signed the Other Consents have agreed to extend the
interest payment date on their AGHI Notes to the date that is five
business days after the date of termination of the Institutional
Consents, including any additional extensions of the Institutional
Consents.

                      About Affinity Group

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

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

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


ALBERT NATICCHIONI: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Albert Francis Naticchioni
               Patricia Marie Naticchioni
               915 Twin View Blvd
               Redding, CA 96003

Bankruptcy Case No.: 09-43932

Chapter 11 Petition Date: November 2, 2009

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

Judge: Thomas Holman

Debtors' Counsel: None. Debtors Filed Petition as Pro Se.

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

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

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

     http://bankrupt.com/misc/caeb09-43932.pdf

The petition was signed by the Joint Debtors.


ALBERT SCALES III: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Albert Scales, III
        1988 Fairgreen Dr
        Stone Mountain, GA 30087

Bankruptcy Case No.: 09-89296

Chapter 11 Petition Date: November 2, 2009

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

Debtor's Counsel: Leonard R. Medley III, Esq.
                  Medley & Kosakoski, LLC
                  Suite 850, 2839 Paces Ferry Road
                  Atlanta, GA 30339
                  Tel: (770) 319-7592
                  Fax: (770) 319-7594
                  Email: leonard@mkalaw.com

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

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

According to the schedules, the Company has assets of $2,077,034,
and total debts of $2,115,289.

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

        http://bankrupt.com/misc/ganb09-89296.pdf

The petition was signed by Albert Scales, III.


ALI SHAHRYARINEJAD: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Ali Shahryarinejad
               Ofelia Shahryarinejad
               5316 Lubao Avenue
               Woodland Hills, CA 91364

Bankruptcy Case No.: 09-24573

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtors' Counsel: None. Debtors Filed Petition as Pro Se.

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

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

A full-text copy of the Debtors' petition, including a list of
their 13 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/cacb09-24573.pdf

The petition was signed by the Joint Debtors.


AMBRILIA BIOPHARMA: Obtains a Second Extension of CCAA Stay Order
-----------------------------------------------------------------
Ambrilia Biopharma Inc. obtained on October 29, 2009 a second
order from the Superior Court of Quebec extending in its effect
the initial order issued by the Court on July 31, 2009, until
January 29, 2010, the whole pursuant to the Companies' Creditors
Arrangement Act.  The purpose of this extension is to provide
Ambrilia with an opportunity to develop, file a plan of
arrangement for consideration by its creditors and complete its
restructuring process.

Ambrilia has been operating under the protection of the CCAA since
July 31, 2009.

Any recovery for creditors and other stakeholders, including
shareholders, is uncertain and is highly dependent upon a number
of factors, including the outcome of Ambrilia proceedings under
the CCAA.

                 About Ambrilia Biopharma Inc.

Ambrilia Biopharma Inc. -- http://www.ambrilia.com/-- is a
biotechnology company focused on the discovery and development of
novel treatments for viral diseases and cancer.  The company's
strategy aims to capitalize on its broad portfolio and original
expertise in virology.  Ambrilia's product portfolio is comprised
of oncology and antiviral assets, including two new formulations
of existing peptides for cancer treatment, a targeted delivery
technology for cancer, an HIV protease inhibitor program as well
as HIV integrase and entry inhibitors, Hepatitis C virus
inhibitors and anti-Influenza A compounds.  Ambrilia's head
office, research and development and manufacturing facilities are
located in Montreal.

The Company is currently subject to court protection under the
Companies' Creditors Arrangement Act (Canada).


AMERICAN AIRLINES: Moody's Assigns 'B1' Rating on $276 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the $276 million
of senior secured notes due August 2016 of American Airlines,
Inc., which were privately-placed on July 31, 2009.  Moody's is
maintaining its other ratings of American and its parent AMR
Corporation, including the Caa1 Corporate Family and Probability
of Default ratings and the SGL-2 Speculative Grade Liquidity
rating.  The outlook is stable.

The Notes proceeds were used to refinance the Series 1999-1
Enhanced Equipment Trust Certificates of American, which matured
on October 15, 2009.  Twelve Boeing 1999 vintage aircraft secure
American's obligations under the Notes; nine 737-800's, one 767-
300ER and two 777-200ER's.

The B1 rating on the Notes, one notch higher than Moody's ratings
on other of American's senior secured debt obligations, reflects
the benefits to noteholders of the protections of Section 1110 of
Title 11 of the United States Code.  "Moody's believes that the
importance of Boeing's 737-800, B767-300ER and 777-200ER models to
American's route and fleet strategy and the effective cross-
default and cross-collateralization given the single note and
security agreement indicate a high probability of American
affirming its obligations under the Notes, in the event of a
reorganization of American or AMR," said Moody's Vice President,
Jonathan Root.  The steeper principal amortization relative to
other recent capital market financings of aircraft will cause a
reduction in the loan to value ratio in the first few years of the
transaction, further supporting expected recovery value over time.

Unlike what is typical of Section 1110 financings that use a pass-
through structure, there is no liquidity facility backing
American's interest obligations of the Notes, in the event of a
default by American.  The lack of a liquidity facility leads to
less ratings uplift than other aircraft financing structures that
include such facilities.

American is acquiring an additional 65 737-800 aircraft through
2011 to replace its aging MD-80 fleet, cementing the 737-800 as
the workhorse serving American's narrow-body routes.  Likewise the
777-200ER and 767-300ER are core to the companies' international
operations.  Based on the valuations provided for the collateral
pool, Moody's anticipates that in the event of a rejection of the
financing pursuant to Section 1110, the disposition of the
collateral would facilitate a high level of recovery, even at a
meaningful discount to the appraised values.

The last rating action was on September 23, 2009, when Moody's
assigned a B2 rating to American's $450 million of senior secured
notes and affirmed all of its other ratings of AMR and American,
including the Caa1 corporate family and probability of default
ratings.

Assignments:

Issuer: American Airlines, Inc.

  -- Senior Secured Equipment Trust, Assigned B1

American Airlines, Inc., and its parent AMR Corporation are based
in Fort Worth, Texas.


AMERICAN INT'L: Draw on Fed Credit at 5-Month High on ILFC Loan
---------------------------------------------------------------
According to Bloomberg News, American International Group Inc.'s
draw from a Federal Reserve credit line rose to the highest in
five months, now owing $44.8 billion on the line, about $6 billion
more than at the end of September.

Bloomberg relates that the loans increased after AIG had to prop
up its airplane-leasing unit with a $2 billion loan.  AIG extended
the credit to International Lease Finance Corp. to help repay the
unit's obligations under a five-year line with banks that expired
this month, the plane business said in a filing Oct. 19.  ILFC had
typically funded airplane purchases by borrowing in the short-term
commercial paper market until AIG's government rescue.  Credit
downgrades tied to the insurer's near collapse cut off that source
and forced AIG Chief Executive Officer Robert Benmosche to step in
about two weeks ago while he seeks to sell ILFC as part of a plan
to repay the U.S.

"AIG had to turn to its lender of last resort, the Federal Reserve
Bank of New York in order to pay off a $2 billion bank loan that
matured," said Kathleen Shanley, an analyst at debt rating firm
Gimme Credit LLC, in an Oct. 20 note.  The payment "puts off the
problem of what to do with the rest of ILFC's debt for another
day."

                About American International Group

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

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

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


AMERICAN INT'L: Congressman Wants Bailout Examined
--------------------------------------------------
Representative Darrell Issa has asked for documents and records in
connection with claims that the Federal Reserve Bank of New York
quashed efforts by American International Group Inc. to pay less
than 100% on derivative contracts.

Mr. Issa, the ranking member of the House Oversight and Government
Reform Committee, has requested e-mails, phone logs and term
sheets in connection with the decision to settle $62 billion in
credit-default swaps without imposing a "haircut" on the banks.

Banks may have been overpaid by $13 billion last year because the
Fed scuttled attempts by AIG to secure discounts, Bloomberg cited
people familiar with the matter as saying,

AIG, once the world's largest insurer, was bailed out in September
2008 after running short of cash because of swaps it sold that
required the insurer to compensate banks for declines in mortgage-
linked assets.

The payments may "amount to nothing less than a backdoor bailout
of AIG's creditors," Mr. Issa said, citing an Oct. 27 Bloomberg
article about the New York Fed's role in settling AIG's
obligations.  There are "serious questions about the transparency,
accountability and wisdom of the New York Fed's actions."

                About American International Group

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

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

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


AMERIGROW RECYCLING-DELRAY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Amerigrow Recycling-Delray, Limited Partnership
           dba Amerigriow Recycling
           dba Amerigrow Soils
           dba Amerigrow Golf
           dba Amerigrow Trucking
           dba Mulching Solutions
        10320 West Atlantic Avenue
        Delray Beach, FL 33446

Case No.: 09-34122

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Heather L. Harmon, Esq.
                  100 S.E 2 St #4400
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  Fax: (305) 349-2310
                  Email: HHarmon@gjb-law.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.


ARROWHEAD GENERAL: S&P Assigns 'B-' Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
counterparty credit rating and negative outlook to San Diego,
California-based Arrowhead General Insurance Agency Inc.

At the same time, Standard & Poor's assigned 'B-' ratings to
Arrowhead's first-lien senior secured bank loan and first-lien
revolving credit facility as well as its 'CCC' rating to the
company's second-lien secured debt.  The first-lien recovery
rating is '3', indicating S&P's expectation of meaningful (50%-
70%) recovery in the event of a payment default.  The second-lien
recovery rating is '6', indicating S&P's expectation of negligible
(0%-10%) recovery in the event of a payment default.

"The ratings on Arrowhead reflect its strained cash flow and
diluted capital quality following the leveraged majority
investment in Arrowhead by California-based Spectrum Equity
Investors in 2006," said Standard & Poor's credit analyst Jieqiu
Fan.

In addition, the company operates in an industry segment that
exhibits somewhat high revenue and earnings cyclicality, high
fragmentation, and constraints to carrier access.  Another
challenge is lower commission and fee income, reflecting ongoing
insurance premium rate pressure by carriers and altered insurance
purchases by clients as a result of the economic downturn.
Moreover, the company has streamlined its product programs to 18
from 26.

These weaknesses are partly mitigated by the company's experienced
management team and its competitive and focused business platform.
Arrowhead has a strong track record of producing low loss ratios,
solidifying carriers' interest in programs.  Moreover, the company
generates favorable EBITDA margins.


AVERION INTERNATIONAL: June 30 Balance Sheet Upside-Down by $2.5MM
------------------------------------------------------------------
Averion International Corp.'s consolidated balance sheets at
June 30, 2009, showed $62.7 million total assets and $65.2 million
in total liabilities, resulting in a $2.5 million shareholders'
deficit.

At June 30, 2009, the Company's consolidated balance sheets also
showed strained liquidity with $23.7 million in total current
assets available to pay $28.3 million in total current
liabilities.

The Company reported a net loss of $1.2 million on total revenue
of $18.1 million for the three months ended June 30, 2009,
compared with a net loss of $577,000 on total revenue of
$20.9 million in the same period last year.

Net service revenue for the three months ending June 30, 2009,
decreased $2.8 million to $15.9 million as compared with
$18.7 million for the three months ending June 30, 2008.  The 2008
results include $3.3 million in previously deferred revenue
recognized as a large contract was signed during June 2008.
Approximately $2.5 million of this revenue related to services
delivered prior to the June 2008 quarter.  Absent the
aforementioned contract, net service revenue for the current
period remained flat as compared to the three months ending
June 30, 2008.

The Company had a net loss of $2.1 million on total revenue of
$35.5 million for the six months ended June 30, 2009, compared
with a net loss of $3.3 million on total revenue of $38.6 million
in the comparable period last year.

A full-text copy of the Company's consolidated financial
statements for the three and six months ended June 30, 2009, is
available for free at http://researcharchives.com/t/s?481c

Absent a material adverse change in the level of new business
bookings or contract cancellations, the Company believes that its
existing capital resources together with cash flow from operations
will be sufficient to meet operating needs for the next 12 months.

At June 30, 2009, the Company had cash and cash equivalents of
$5.4 million as compared to $3.9 million at June 30, 2008, an
increase of $1.5 million.  Approximately $4.1 million in cash
was located outside of the United States at June 30, 2009.

Net cash provided by operating activities was $1.6 million for
the six months ended June 30, 2009, an increase of $2.5 million
from net cash used by operating activities of $952,000 for the
corresponding 2008 period.  The amount of non-cash charges
included in net loss from operations during the six months ended
June 30, 2009, was $4.0 million as compared to $5.1 million
during the six months ended June 30, 2008.

Net cash used by investing activities was $265,000 for the six
six months ended June 30, 2009, compared with $569,000 for the
six months ended June 30, 2008.  Net cash used by investing
activities was comprised primarily of outlays for the purchase of
capital equipment.

Net cash used by financing activities was $254,000 for the six
months ended June 30, 2009, compared with net cash used by
financing activities of $2.1 million for the six months ended
June 30, 2008.  The decrease was attributable to the payment of
approximately $3.0 million to Cerep in January 2008, which
represented a deferred portion of the purchase price related to
the October 2007 acquisition of Hesperion AG, and $1.1 million
in payments on the Junior notes offset by a $2.0 debt issuance
in June of 2008.

The Company issued Senior Secured Notes in connection with the
Hesperion financing transaction during October and November of
2007.  The Senior Secured Notes have a principal amount at
maturity of $26.0 million and interest is due and payable
quarterly in arrears in the amount of 3% for the first year, 10%
for the second year and 15% for the third year.  The entire unpaid
principal balance plus all accrued and unpaid interest is due and
payable by October 31, 2010.  The Company issued additional Senior
Secured Notes in connection with a financing transaction during
June of 2008.  The additional Senior Secured Notes have a
principal amount at maturity of $2.0 million and interest is due
and payable quarterly in arrears in the amount of 3% for the first
four months, 10% for the next 12 months and 15% for the final 12
months.  The entire unpaid principal balance plus all accrued and
unpaid interest is due and payable by October 31, 2010.

In its quarterly report for the three months ended June 30, 2009,
the Company said that it currently does not have the funds
necessary to enable it to repay the Senior Secured Notes when they
come due in October of 2010, and it does not anticipate generating
such funds through operations.  The Company says it is actively
exploring strategic alternatives, including a possible
restructuring of its outstanding debt as well as strategic
alternatives related to decreasing its operating costs.  To this
end, the Company's Board has appointed a special committee of
independent directors to negotiate directly with its debt holders
and to explore alternative strategic possibilities.

Southborough, Mass.-based Averion International Corp. (OTC BB:
AVRO) - http://averionintl.com/-- is an international clinical
research organization ("CRO") focused on providing its clients
with global clinical research services and solutions throughout
the drug development lifecycle.  The Company serves a variety of
clients in the pharmaceutical, biotechnology and medical device
industries.


AVISTAR COMMUNICATIONS: Posts $1.9 Million Q3 2009 Net Loss
-----------------------------------------------------------
Avistar Communications Corporation last week reported its
financial results for the three and nine months ended
September 30, 2009.

Financial highlights included:

     -- Total revenue for the nine months ended September 30,
        2009, was $6.9 million; as compared to $5.6 million for
        the nine months ended September 30, 2008, an increase of
        23%. Total revenue for the third quarter of 2009, was
        $1.4 million, as compared to $2.7 million for same quarter
        in 2008, a decrease of 47%.

     -- Operating expense (research and development, sales and
        marketing, and general and administrative) for the nine
        months ended September 30, 2009 was $8.9 million, as
        compared to $11.4 million for the nine months ended
        September 30, 2008, representing a substantial reduction
        of 22%. Operating expense was $3.2 million for the third
        quarter of 2009, as compared to $3.1 million for the third
        quarter of 2008, demonstrating the stabilization of
        Avistar's cost structure.

     -- Net loss was $2.5 million for the nine months ended
        September 30, 2009, or $0.07 per basic and diluted share,
        as compared to a net loss of $6.2 million, or $0.18 per
        basic and diluted share, for the nine months ended
        September 30, 2008, a 60% decrease. Net loss in the third
        quarter of 2009 was $1.9 million, or $0.05 per basic and
        diluted share, as compared to a net loss of $774,000, or
        $0.02 per basic and diluted share, in the third quarter of
        2008, a 144% increase.

     -- Third quarter 2009 expenses included $473,000 for
        severance paid to former executives and $311,000 of legal
        services related to Avistar's intellectual property.
        These expenses are not expected to recur on a regular
        basis.

     -- Cash and cash equivalents balance as of September 30,
        2009, was $382,000 and the company had $3.3 million
        available through its line of credit. Cash used in
        operations during the nine months ended September 30, 2009
        was $4.3 million, compared to $9.3 million for the nine
        months ended September 30, 2008, a $5.0 million
        improvement.

     -- Adjusted EBITDA loss for the nine months ended
        September 30, 2009 was $541,000, compared to an Adjusted
        EBITDA loss of $4.6 million for the same period in 2008, a
        reduction in adjusted EBITDA loss of $4.0 million, or 88%,
        for the first three quarters of 2009. Adjusted EBITDA loss
        for the third quarter of 2009 was $1.3 million, compared
        to an Adjusted EBITDA profit of $53,000 in the same
        quarter of 2008.

Bob Kirk, CEO of Avistar, said, "When comparing our results thus
far in 2009 against 2008, our corporate performance continues to
improve on many fronts, as we overcome remaining challenges.
Avistar's strategy and focus, implemented earlier this year, are
beginning to show results, although we expect to see the full
financial impact in future quarters.  The state of the global
economy this year, coupled with our sales channel model only just
coming up to speed, led to lower than expected revenue.  With that
said, we have taken steps to consolidate a number of our channel
partners under master distributors.  This action alone will make
our channel model more productive by focusing the teams' effort on
our distributors, who in turn will focus their efforts on making
our resellers more productive.  In addition, we have implemented a
pricing model that we believe is the most compelling desktop
visual communications product bundle in the industry today. Both
of these changes are starting to have a beneficial effect on our
channel strategy.

"Additionally, the combination of Cisco's System's recently-
announced acquisition of Tandberg, continued analyst data from
renowned research firms demonstrating strong market growth, our
refinement of our channel strategy, and growing momentum within
our technology licensing business, in addition to focusing on a
productive method to monetize our patent portfolio, leads us to
believe that Avistar is well positioned to capture more
significant market share in the videoconferencing industry."

Mr. Kirk continued, "With the industry growing at an exceptional
rate and our solutions and products continuing to evolve in ways
that directly provide value to our distributors and partners
alike, we believe that Avistar is very well positioned to emerge
as the industry's dominant desktop visual communications
provider."

Other significant recent developments included:

     -- Avistar continues to invest heavily in its Microsoft OCS
        and Citrix strategies and is focused on closing business
        with early adopters of many of these technologies. The
        Avistar Technology Licensing business continues to grow
        with successful third quarter product deliveries to
        LifeSize, IBM, Logitech and Zultys.  Royalties from
        LifeSize, Logitech and Zultys have commenced and are
        expected to contribute to Avistar's revenue momentum for
        many years.

     -- On June 17, 2009, LifeSize announced the LifeSize Desktop,
        developed by Avistar using the Avistar C3 Media Engine(TM)
        solution and has started shipping this product.

     -- On September 23, 2009, Avistar released the Avistar C3
        Desktop(TM) software v10.2.6, which includes support for
        H.239 data sharing in addition to Tandberg Codian
        certification.

     -- Also in September, Avistar announced the consolidation of
        its sales, account management, and marketing functions
        under Stephen Epstein, the company's chief marketing
        officer.

At September 30, 2009, the Company had $2.4 million in total
assets, including $382,000 in cash and cash equivalents, against
$14.9 million in total liabilities, resulting in stockholders'
deficit of $12.5 million.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

As reported by the Troubled Company Reporter on August 25, 2009,
the Company said it was in discussions with the remaining holders
of its 4.5%Convertible Subordinated Secured Notes to convert the
Notes into shares of common stock in January 2010 or extend the
term of the Notes.

The Nasdaq Stock Market, LLC, has determined to remove from
listing the common stock of Avistar, effective at the open of
business on August 31, 2009.  Based on a review of information
provided by the Company, Exchange Staff determined that the
Company no longer qualified for listing on the Exchange as it
failed to comply with Rule 5505(b)(2).


BANK OF AMERICA: Reorganization Cues Fitch's Rating Affirmations
----------------------------------------------------------------
Bank of America Corporation has undertaken a reorganization of
some of its bank subsidiaries.  Bank of America Rhode Island N.A.
has begun to hold deposits of external customers.  At the same
time, Merrill Lynch Bank & Trust Co. FSB has been merged into Bank
of America N.A.

As a result of the decision to hold deposits at BANA-RI, Fitch has
affirmed all existing ratings and the Stable Outlook, and has also
assigned long-term and short-term deposit ratings to this
subsidiary.  Ratings of BANA-RI reflect its position as an
operating entity in the BAC family.  The long-term and short-term
Issuer Default Ratings and the deposit and support floor/support
ratings all reflect Fitch's view that there is an extremely high
probability that this entity, along with other core BAC
subsidiaries, would receive support in a crisis scenario.  The
Stable Rating Outlook is also derived from government support.
BANA-RI's individual rating is linked to that of BAC and reflects
the consolidated company's weakened earnings and asset quality
profile.

Separately, Fitch has withdrawn all issue and issuer ratings of
ML-FSB, since this company no longer exists as a separate entity.

Fitch has assigned these ratings:

Bank of America Rhode Island, N.A.

  -- Long-term deposits 'A+';
  -- Short-term deposits 'F1+'.

Fitch has affirmed these ratings with a Stable Outlook:

Bank of America Rhode Island, N.A.

  -- Long-term IDR at 'A+';
  -- Short-term IDR at 'F1+';
  -- Individual at 'D';
  -- Support at '1';
  -- Support Floor at 'A+'.

Fitch has withdrawn these ratings:

Merrill Lynch Bank & Trust Co. FSB

  -- Long-term IDR 'A+';
  -- Short-term IDR 'F1+';
  -- Long-term deposits 'A+';
  -- Short-term deposits 'F1+';
  -- Individual 'D';
  -- Support '1';
  -- Support Floor 'A+'.


BAYARD SPECTOR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bayard William Spector
           aka Bayard W. Spector
           aka Bayard William Bector
           aka Bayard W. Bector
           aka W Bayard Spector
           aka Spector Bayard
        9999 SW 89 Ct
        Miami, Fl 33176

Case No.: 09-34183

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Robert A. Angueira, Esq.
                  6495 SW 24 St
                  Miami, FL 33155
                  Tel: (305) 263-3328
                  Email: rangueir@bellsouth.net

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

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

According to the schedules, the Company has assets of $94,673,549,
and total debts of $24,001,526.

The petition was signed by Mr. Spector.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Bayit Capital                                     $360,000
3 Jackson Ave.
New York, NY 10028

Suffolk Construction Co. Inc                      $212,512

Broward County                                    $118,046
Tax Collector

Duval County                                      $32,485
Tax Collector

Amex                                              $19,835

Duval County                                      $4,784
Tax Collector
Mike Hogan, Tax
Collector

Visdsnb                                           $4,554

Target N.B.                                       $4,004

Discover Fin Svcs LLC                             $3,593

Barclays Bank Delaware                            $3,492

Cap One                                           $2,854

Nordstromfsb                                      $2,178

Wach/rec                   Bank Loan              $1,574

Wach/rec                                          $1,574

Gembppbycr                                        $1,475

Shell/citi                                        $1,182

Thd/cbsd                                          $1,160

Mcydsnb                                           $1,087

Citi-citgo                                        $787

Chevron                                           $699


BAYVIEW HOLDINGS: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bayview Holdings, LLC
        70 Homeplace Circle
        Moneta, VA 24121

Case No.: 09-72799

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Roanoke)

Judge: Chief Judge Ross W. Krumm

Debtor's Counsel: Kevin J. Funk, Esq.
                  DurretteBradshaw, PLC
                  1111 East Main Street, 16th Floor
                  Richmond, VA 23219
                  Tel: (804) 343-4387
                  Email: kfunk@durrettebradshaw.com

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

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

The petition was signed by Tom Lovegrove, the company's sole
member.

Debtor's List of 6 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
AEP                            Utilities              $1,000

Bayview Construction Company   Loans                  $7,000,000
70 Homeplace Circle
Moneta, VA 24121

BB&T                           Real Estate            $7,500,000
c/o Word C. Clark, Jr.                                ($2,750,000
200 West 2nd Street                                     secured)
Winston Salem, NC 27101

Embarq Telephone               Telephone              $100

Franklin County, Virginia      Real estate taxes      $152,000
c/o Treasurer

Franklin County, Virginia      Personal property      $5,000
c/o Treasurer


BEARINGPOINT INC: Shareholders Slam Chapter 11 Plan
---------------------------------------------------
Law360 reports that lead plaintiffs in a securities fraud class
action against BearingPoint Inc. are opposing the Company's
proposed Chapter 11 liquidation plan, saying the Plan doesn't take
into account the impact of the litigation on the estate.

As reported by the TCR on October 7, BearingPoint, following a
sale of its assets, filed a new reorganization plan that offers
unsecured creditors 3 to 5 cents on the dollars for their claims.

The disclosure statement explaining the Amended Plan calls for
calls for paying secured claims in full.  Holders of general
unsecured claims aggregating $225,171,340 will recover 2.6% to
5.1% of their allowed claims.  Holders of $203 million worth of
Series C notes and holders of $40 million in FFL notes will get
7.6% to 14.7% of their claims.  Series A and B noteholders owed
$452,121,889 and equity holders may receive beneficial interests
in a liquidating trust, but are currently expected to recover 0%
of their claims or interests.

The Plan updates the one submitted Feb. 18 together with the
Company's Chapter 11 petition, which contemplated on a
reorganization.  BearingPoint has instead pursued a sale of its
units, after determining that creditor recoveries would be
maximized through sales of the businesses.

The Official Committee of Unsecured Creditors supports the Amended
Plan, saying that it "provides the highest and best recoveries for
creditors.

Copies of the Amended Plan and Disclosure Statement is available
for free at:

    http://bankrupt.com/misc/BearingPoint_DS_Oct09.pdf
    http://bankrupt.com/misc/BearinPoint_Plan_Oct09.pdf

BearingPoint's initial plan called for secured lenders to swap a
$500 million loan for a $272 million loan and a letter of credit.
Under the earlier plan, unsecured creditors were to get different
classes of common stock.

                           Asset Sales

On April 2, BearingPoint International Bermuda Holdings Limited,
BearingPoint's indirect subsidiary, entered into a Share Sale
Agreement with PwC Advisory Co., Ltd., the Japanese member firm of
the PricewaterhouseCoopers global network of firms, for the sale
of BearingPoint's consulting business in Japan to PwC Japan for
roughly $45 million.  In addition, PwC Japan assumed the
intercompany debt owed by certain non-debtor subsidiaries of
BearingPoint to BearingPoint Co., Ltd. (Chiyoda-ku).  The closing
of the PwC Japan Transaction occurred on May 11.

On May 8, 2009, BearingPoint closed the sale of a significant
portion of its assets related to BearingPoint's North American
Public Services business to Deloitte LLP.  BearingPoint received
net proceeds of roughly $329.3 million.

On April 17, BearingPoint and certain of its subsidiaries entered
into an Asset Purchase Agreement with PricewaterhouseCoopers LLP
pursuant to which BearingPoint agreed to sell a substantial
portion of its assets related to its North American Commercial
Services business unit, including Financial Services, to PwC and
PwC agreed to assume certain liabilities associated with the
assets.  In addition, affiliates of PwC also entered into
definitive agreements to purchase the equity interests of
BearingPoint Information Technologies (Shanghai) Limited, a
subsidiary of BearingPoint that operates a global development
center in China, and certain assets of a separate global
development center in India.

On June 15, 2009, BearingPoint closed the sale of their Commercial
Services Business to PwC.  The purchase price for the PwC U.S.
Transaction was $39 million.  BearingPoint also sold BearingPoint
China GDC to PwC, and anticipates closing the China Transaction
and the PwC India Transaction will close within the next several
months; however, there can be no assurance that the transactions
will be completed.

On July 23, BearingPoint won approval to sell to CSC Brazil
Holdings LLC and Computer Sciences Corporation its consulting
business in Brazil.  CSC agreed to purchase BearingPoint, S.A.,
through the purchase of all issued and outstanding shares of
common stock of BearingPoint Brazil, for a purchase price of
US$7.9 million.  The consummation of the Brazil Transaction was to
occur on or prior to August 7.

As reported by the Troubled Company Reporter on September 7, 2009,
BearingPoint completed the sale of the Company's Europe, Middle
East and Africa practice to its European management team for an
aggregate price of approximately US$69 million in total
consideration.

BearingPoint Australia Pty. Limited, a wholly owned subsidiary of
BearingPoint, Inc., on September 4, 2009, completed the sale of
its consulting business to local management.  BPA MBO Pty Limited,
BPA MBO Asset Pty Limited (as trustee for the BPA MBO Asset Unit
Trust), BPA MBO Services Pty Limited and BPA MBO Trading Pty
Limited agreed to purchase BearingPoint Australia through the
purchase and assumption of certain assets and liabilities of
BearingPoint Australia and for a purchase price of AU$1,000
(exclusive of Australian Goods and Services Tax).  Additional fees
are payable by the MBO team pursuant to a Trademark License
Agreement and Cross-License Agreement.

                      About BearingPoint Inc.

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

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

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


BERNARD MADOFF: Auditors Consent to Partial Judgment
----------------------------------------------------
The Securities and Exchange Commission said Bernard Madoff's
auditors have agreed not to contest the SEC's charges that they
enabled Madoff's fraud by falsely stating they audited the
convicted fraudster's financial statements in accordance with the
relevant accounting and auditing standards.

On November 3, 2009, the SEC submitted to the Honorable Judge
Louis L. Stanton, a federal judge in the Southern District of New
York, the consents of David G. Friehling and Friehling & Horowitz,
CPA'S, P.C., to a proposed partial judgment imposing permanent
injunctions against them.  Friehling and F&H consented to the
partial judgment without admitting or denying the allegations of
the SEC's complaint, filed on March 19, 2009.  If the partial
judgment is entered by the Court, the permanent injunction will
restrain Friehling and F&H from violating certain antifraud
provisions of the federal securities laws.

The proposed partial judgment would leave the issues of the amount
of disgorgement, prejudgment interest and civil penalty to be
imposed against Friehling and F&H to be decided at a later time.
For purposes of determining Friehling's and F&H's obligations to
pay disgorgement, prejudgment interest or a civil penalty, the
proposed partial judgment precludes Friehling and F&H from arguing
that they did not violate the federal securities laws as alleged
in the Complaint.

In its complaint, the SEC alleges that Friehling and F&H enabled
Madoff's Ponzi scheme by falsely stating, in annual audit reports,
that F&H audited Bernard L. Madoff Investment Securities LLC's
financial statements pursuant to Generally Accepted Auditing
Standards.  F&H also made representations that BMIS' financial
statements were presented in conformity with Generally Accepted
Accounting Principles and that Friehling reviewed internal
controls at BMIS.  The complaint alleges that all of these
statements were materially false because Friehling and F&H did not
perform a meaningful audit of BMIS and therefore had no basis to
form an opinion about the firm's financial condition or internal
controls.

The SEC's complaint specifically alleges that Friehling and F&H
violated Section 17(a) of the Securities Act, violated and aided
and abetted violations of Section 10(b) of the Exchange Act and
Rule 10b-5 thereunder, and aided and abetted violations of
Sections 206(1) and 206(2) of the Advisers Act, Section 15(c) of
the Exchange Act and Rule 10b-3 thereunder, and Section 17 of the
Exchange Act and Rule 17a-5 thereunder.

                      About Bernard L. Madoff

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

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

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


BERNARD MADOFF: Fraud Began After Legitimate Strategy Went Bad
--------------------------------------------------------------
According to Bloomberg News, Bernard L. Madoff told the Securities
and Exchange Commission his multi-billion-dollar Ponzi scheme
started when a legitimate investment strategy went bad and he
tried to cover up.

The "problem occurred when I made commitments for too much money
and then I couldn't put the strategy to work," Mr. Madoff told SEC
Inspector General H. David Kotz in a June 17 interview described
in a recently released report.  "It was my mistake not to just be
out a couple hundred million dollars and get out."

As reported by the TCR on Sept. 4, a 457-page report by the OIG
noted how the SEC missed chances since 1992 to detect a fraud that
burned thousands of investors.  Inspector General H. David Kotz
released on August 31, 2009, a report on the investigation of
SEC's failure to uncover Mr. Madoff's ponzi scheme, saying that
the agency missed numerous opportunities to uncover the fraud,
partly due to inexperienced staff and delays in examinations.  Mr.
Kotz said in his report that the SEC got six warnings about Mr.
Madoff's trading business over 16 years, but its staff failed to
follow up adequately.  There was also poor communication within
SEC's divisions, according to Mr. Kotz.

                      About Bernard L. Madoff

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

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

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


CANWEST GLOBAL: Canwest LP in Talks with Lenders on Restructuring
-----------------------------------------------------------------
Canwest Global Communications Corp. on October 30 disclosed that
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.

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 disclosed 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.

Canwest LP owns and operates the National Post, 12 daily
newspapers, 23 community newspapers, more than 80 online
operations as well as other publications and national services.
More information about Canwest's restructuring can be found at
www.canwest.com.

                       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).


CARDTRONICS INC: September 30 Balance Sheet Upside-Down by $8.3MM
-----------------------------------------------------------------
Cardtronics, Inc.'s consolidated balance sheets at September 30,
2009, showed $457.2 million in total assets and $465.5 million in
total liabilities, resulting in an $8.3 million total
shareholders' deficit.

At September 30, 2009, the Company's consolidated balance sheets
also showed $46.4 million in total current assets available to pay
$88.2 million in total current liabilities.

The Company reported net income of $6.5 million on total revenues
of $128.6 million for the three months ended September 30, 2009,
compared with a net loss of $5.2 million on total revenues of
$127.3 million in the same period of the prior year.

ATM operating revenues increased $3.6 million to $126.2 million
during the three months ended September 30, 2009, from
$122.6 million during the same period last year.

ATM product sales and other revenues decreased 48.2% to
$2.4 million during the three months ended September 30, 2009,
compared to $4.6 million during the same period of 2008.  ATM
products sales and other revenues were lower primarily due to
lower equipment sales in Mexico and lower value-added reseller
program sales.

The Company reported net income of $4.1 million on total revenues
of $368.6 million for the nine months ended September 30, 2009,
compared with a net loss of $13.7 million on total revenues of
$374.8 million in the same period of 2008.

For the three and nine months ended September 30, 2009, ATM
operating gross profit margin, exclusive of depreciation,
accretion, and amortization, increased by 8.5 percentage points
and 6.8 percentage points, respectively, when compared to the same
periods in 2008.

For the three and nine months ended September 30, 2009, ATM
product sales and other revenues gross profit margin decreased by
23.8 percentage points and 11.3 percentage points, respectively,
when compared to the same periods in 2008.  These decreases were
primarily a result of lower margins achieved on VAR, equipment,
and other service sales during the second and third quarters of
2009, as we were required to lower our sales prices in light of
the reduced market demand for ATM product sales.

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?481d

As of September 30, 2009, the Company had $6.1 million in cash and
cash equivalents on hand and $321.4 million in outstanding long-
term debt and capital lease obligations.

The Company believes that its cash on hand and its current bank
credit facilities will be sufficient to meet its working capital
requirements and contractual commitments for the next 12 months.

Net cash provided by operating activities totaled $49.0 million
for the nine months ended September 30, 2009, compared to net cash
provided by operating activities of $11.0 million during the same
period in 2008.  The year-over-year increase was primarily
attributable to improved operating margins and favorable working
capital movements in 2009 when compared to 2008.

Net cash used in investing activities totaled $20.2 million for
the nine months ended September 30, 2009, compared to
$54.0 million during the same period in 2008.  The year-over-year
decrease was the result of a decline in the amount of capital
expenditures incurred, as a result of the Company's decision to
reduce capital spending in 2009.

The Company expects that its capital expenditures for the
remaining three months of 2009 will total approximately
$5.0 million, net of noncontrolling interests, the majority of
which will be utilized to purchase additional ATMs for its
company-owned accounts.

Net cash used in financing activities totaled $26.6 million for
the nine months ended September 30, 2009, compared to
$31.1 million provided by financing activities for the same period
in 2008.  In 2008, the Company incurred incremental borrowings
under its revolving credit facility to fund the higher level of
capital expenditures during the period.  However, in 2009, the
Company generated sufficient cash flows after capital expenditures
that allowed the Company to repay a significant portion of the
outstanding borrowings under its revolving credit facility.

As of September 30, 2009, the Company had $321.4 million in
outstanding long-term debt and capital lease obligations, which
was comprised of (1) $297.1 million (net of discount of
$2.9 million) of its senior subordinated notes, (2) $17.0 million
in borrowings under its revolving credit facility,
(3) $6.9 million in notes payable outstanding under equipment
financing lines of its Mexico subsidiary, and (4) $413,000 in
capital lease obligations.

The Company said that as of September 30, 2009, it was in
compliance with all covenants contained within its $175.0 million
revolving credit facility and had the ability to borrow an
additional $152.2 million under the facility based on such
covenants.

Based in Houston, Texas, Cardtronics, Inc. operates the world's
largest non-bank network of automated teller machines.  As of
June 30, 2009, the Company's network included over 33,000 ATMs
throughout the United States, the United Kingdom, and Mexico,
primarily at national and regional merchant locations.  The
Company provides ATM management and equipment-related services and
electronic funds transfer transaction processing services to its
network of ATMs as well as ATMs owned and operated by a third
party.


CAPMARK FINANCIAL: Gets Nod to Honor Obligations to Employees
-------------------------------------------------------------
The Bankruptcy Court authorized Capmark Financial Group Inc. and
its units, in the interim, to pay prepetition employee obligations
up to $6,900,000.

The Debtors relate that in the ordinary course of their business,
they incur payroll and various other obligations and provide
certain benefits to employees in exchange for the employees'
performance of service.  As of the Petition Date, the Debtors
employed over 1,000 individuals.  In addition to employees
located at the Debtors' headquarters in Horsham, Pennsylvania,
the Debtors have employees based in approximately 40 domestic
office locations throughout the United States.

The Debtors tell the Court that they have incurred certain costs
and obligations with respect to their employees relating to the
period prior to the Petition Date.  The Debtors note that certain
of these costs and obligations remain outstanding and due and
payable, while others will become due and payable in the ordinary
course of business after the Petition Date.

The Debtors estimate that the aggregate amount of the prepetition
Employee Obligations that are accrued and unpaid as of the
Petition Date does not exceed $6.9 million.

Prior to the entry of the Court's interim order, General Electric
Capital Corporation told the Court that it does not object to the
relief sought by the Debtors, except to the extent the Debtors
seek to use funds from the accounts established pursuant to
agreements with GE to pay their employee obligations.

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 Freres & 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 Maintain Insurance Programs
----------------------------------------------------------
The Bankruptcy Court authorized Capmark Financial Group Inc. and
its units to pay all premium adjustments, deductibles, and other
related charges arising under the insurance programs in an amount
up to $3,000,000.

Financial Group Inc. and its units maintain workers' compensation
programs and liability, property, directors and officers'
liability, and other insurance programs and policies through
various insurance carriers, a list of which is available for free
at http://bankrupt.com/misc/Capmark_InsurancePrograms.pdf

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, relates that the nature of the
Debtors' businesses makes it essential for the Debtors to
maintain the Insurance Programs on an uninterrupted basis,
including by making payment of Insurance Obligations whenever
arising or posting any collateral or maintenance payment.  Mr.
Collins asserts that the nonpayment of any Insurance Obligations
could result in Insurance Carriers declining to renew their
policies or refusing to enter into new insurance agreements with
the Debtors in the future.

In addition, Mr. Collins maintains, pursuant to the guidelines
established by the Office of the United States Trustee for the
District of Delaware, the Debtors are obligated to remain current
with respect to their primary Insurance Programs.  Thus, Mr.
Collins asserts, continuation of the Insurance Programs on an
uninterrupted basis and payment of the Insurance Obligations are
essential to preserve the Debtors' businesses and the value of
their estates.

Thus, the Debtors seek the Court's authority to maintain their
insurance programs without interruption and pay all undisputed
prepetition and postpetition obligations of up to $3 million.

Prior to the entry of the Court's order, General Electric Capital
Corporation said it does not object to the relief sought by the
Debtors, except to the extent the Debtors seek to use funds from
the accounts established pursuant to the GE Agreements to satisfy
their insurance obligations.  According to GE Capital, while it
does not believe the accounts established pursuant to GE
Agreements are within the scope of the Motion, it has filed the
objection out of abundance of caution, in case the accounts were
improperly established or maintained, or in case the Debtors
intent to treat the funds in those accounts as cash collateral
for purposes of meeting their insurance obligations.

                      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 Freres & 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 Tap Epiq as Claims & Notice Agent
----------------------------------------------------------------
Capmark Financial Group Inc. and its units sought and obtained the
Court's authority to employ Epiq Bankruptcy Solutions, LLC, as
their claims and noticing agent.  The Debtors relate that they
have thousands of creditors and expect many of their creditors to
file proofs of claim.  The Debtors assert that noticing,
receiving, docketing and maintaining proofs of claim from a large
number of creditors may be unduly time consuming and burdensome
for the Clerk of the Court.

The appointment of Epiq will relieve the Court and the Clerk of
heavy administrative and other burdens.  Additionally, the
Debtors note, the retention of Epiq as the claims and noticing
agent will promote the effective administration of their estates.

As claims and noticing agent, Epiq will:

  (a) serve these notices: (i)the 341 notice; (ii) notice of
      claims bar date; (iii) objections to claims and transfers
      of claims; (iv) notice of hearing on
      confirmation/disclosure statement; (v) notice of hearing
      on the motions filed by the U.S. Trustee; and (vi) notice
      of transfer of claim;

  (b) within seven days of mailing, file with the Court, a copy
      of the notice served with Certificate of Service attached,
      indicating the name and complete address of each party
      served;

  (c) notify parties-in-interest of requests for first day
      relief and the first day hearing agenda;

  (d) serve other motions, applications, requests for relief,
      hearing agendas, and related documents on behalf of the
      Debtors;

  (e) maintain copies of all proofs of claim and proofs of
      interest filed;

  (f) maintain the official claims register for each debtor and
      record all transfers of claims and make changes to the
      creditor matrix after the objection period has expired.
      Record any order entered by the Court which may affect the
      claim by making a notation on the claims register and
      monitor the Court's docket for any claims related pleading
      filed and make necessary notations on the Claims Register.

  (g) file quarterly updated Claims Registers with the Court in
      alphabetical and numerical order or a certification of no
      claim activity;

  (h) specify in the Claims Register these information for each
      claim docketed: (i) the claim number assigned; (ii) the
      date received; (iii) the name and address of the claimant
      and agent, if applicable, who filed the claim; and (iv)
      the classification of the claim;

  (i) make changes in the Claims Register pursuant to Court
      order;

  (j) upon completion of the docketing process for all claims
      received to date by the Clerk's Office, turn over to the
      Clerk copies of the Claims Register for the Clerk's
      review;

  (k) allow public access to claims and the Claims Register at
      no charge;

  (l) maintain an up-to-date mailing list of all creditors and
      all entities who have filed proofs of claim or interest or
      request for notices in the case and provide that list to
      the Court for any interested party upon request;

  (m) within 10 days of entry of an order converting a case or
      within 30 days of entry of a final decree, forwarding all
      claims and an updated Claims Register to the Court, along
      with an updated mailing list;

  (n) assist with and maintain an official copy of the Debtors'
      schedules of assets and liabilities and statement of
      financial affairs, listing the Debtor's known creditors
      and the amounts owed;

  (o) design, maintain, and operate in conjunction with the
      Debtors a Web site as a centralized location where the
      Debtors will provide information about the Debtors' case,
      including key dates, service lists, and free access to the
      case docket within three days of docketing and, at the
      Debtors' discretion, certain orders, decisions, claims, or
      other documents filed in the Debtors' cases;

  (p) maintain a copy of service from which parties may obtain
      copies of relevant documents;

  (q) notify all potential creditors of the existence and amount
      of their claims as set forth in the Schedules of Assets
      and Liabilities;

  (r) furnish a form for the filing of proofs of claim, after
      approval of that notice and form by the Court;

  (s) implement necessary security measures to ensure the
      completeness and integrity of the Claims Register;

  (t) relocate, by messenger, all of the actual proofs of claim
      filed with the Court, if necessary, to Epiq, not less than
      weekly;

  (u) record all transfers of claims and provide any notices of
      those transfers required by Rule 3001 of the Federal Rules
      of Bankruptcy Procedure;

  (v) assist with, among other things, the solicitation and the
      calculation of votes and distributions as required in
      furtherance of confirmation of a plan of reorganization;

  (w) 30 days prior to the close of the case, submit an order
      dismissing the Agent and terminating the services of the
      Agent upon completion of its duties and responsibilities
      and upon the closing of the cases; and

  (x) at the conclusion of the Chapter 11 cases, box and
      transport all original documents in proper format, as
      specified by the Clerk's Office, to the Federal Records.

The Debtors will pay Epiq based on the firm's current hourly
rates:

  Title                           Rate/Hour
  -----                           ---------
  Clerk                           $34-$51
  Case Manager(Level 1)           $106-$148
  IT Programming Consultant       $119-$161
  Case Manager(Level 2)           $157-$187
  Senior Case Manager             $191-$233
  Senior Consultant               TBD

The Debtors will also reimburse Epiq for reasonable, out-of-
pocket expenses incurred.  The Retention Agreement also provides
for a $50,000 retainer.

Daniel C. McElhinney, executive director of Epiq Bankruptcy
Solutions, LLC, assures that Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code.

                      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 Freres & 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)


CATHOLIC CHURCH: McClure Estate Wants to Reopen Abuse Case
----------------------------------------------------------
The Estate of Douglas J. McClure, pursuant to Section 362 of the
Bankruptcy Code, asks the U.S. Bankruptcy Court for the District
of Delaware to lift the automatic stay to allow the McClure Estate
to file a motion to reopen an abuse case due to fraud,
misrepresentation and other misconduct by, inter alia, the
Catholic Diocese of Wilmington.

The McClure Estate is the plaintiff in the action entitled McClure
v. Catholic Diocese of Wilmington, et al., in the Delaware
Superior Court for New Castle County, against the Diocese and St.
Ann's Catholic Church, arising out of sexual abuse Mr. McClure
suffered at the hands of Father Edward Carley, a longtime Diocesan
priest, who served from 1948 through 1993.

On April 7, 2009, shortly before the April 13 start of jury
selection on the McClure Case, a settlement was reached between
the parties.  As set forth in the Settlement Agreement, one of the
key terms required that a compassionate letter of apology will be
sent from Bishop W. Francis Malooly himself, on behalf of the
Diocese, and another from Msgr. J. Thomas Cini, the current St.
Ann's pastor, on behalf of St. Ann's, to Mr. McClure and his wife,
Nancy McClure.  The language to be used on the letters will not
use the word "alleged" but acknowledge the abuse.

Thomas S. Neuberger, Esq., at The Neuberger Firm, P.A., in
Wilmington, Delaware, contends that the apology is a key term of
the Settlement because if not for non-monetary apologies and
acknowledgments, the McClure Case would not have settled.

Mr. Neuberger relates that on December 22, 2008, parties traveled
to Philadelphia, Pennsylvania, for mediation, and two of the
Diocese's attorneys apologized to Mr. McClure for the abuse he
suffered at Fr. Carley's hands.  Mr. Neuberger notes that Msgr.
Cini sat next to the attorneys quietly while they admitted and
apologized for the abuse, and Msgr. Cini did not contradict or
deny anything his two attorneys said on his behalf.

However, Mr. Neuberger says, on January 30, 2009, which was the
last day of discovery, the defense flip-flopped and
contradictorily denied that Mr. McClure had ever been abused by
Fr. Carley.  The defense also accused Mr. McClure of suffering
from "lapses in reality," "hallucinatory" perceptions and an
"impair(ed) ability to accurately report his experiences."

Subsequently, over strenuous defense objections, Superior Court
Judge Calvin L. Scott, Jr., held that the admissions, apologies
and acknowledgments of the abuse could be used to impeach the
contradictory testimony of Msgr. Cini, the Diocese and the Parish
at trial.

In light of the Diocesan flip-flops, Mr. Neuberger avers that the
letters of apology and acknowledgment were vitally important
Settlement terms for Mr. McClure and his family.  After signing
his settlement papers on April 21, 2009, later that night or the
next day, Mr. McClure passed away.

Pursuant to the Settlement Agreement, the McClure Case was
dismissed with prejudice on May 15, 2009.

"Yet despite the plain terms of the settlement agreement, the
Diocese, Bishop Malooly, Msgr. Cini and St. Ann's for six months
have stubbornly resisted complying with this vital non-economic
settlement term, have obstinately defied their legal obligations
under the settlement agreement by refusing to write, sign, send
and deliver the long overdue 'compassionate letter(s) of
apology,'" Mr. Neuberger tells the Bankruptcy Court.

Mr. Neuberger says that Bishop Malooly and Msgr. Cini have been
contacted to live up to the Settlement Agreement, and the Diocesan
counsel responded and stated that they would comply with their
legal obligations.  Yet, Mr. Neuberger asserts, despite these
promises, both Bishop Malooly and Msgr. Cini have failed to do so.

Hence, the McClure Estate asks the Bankruptcy Court to lift the
automatic stay in the Chapter 11 case to the extent necessary to
(i) permit the McClure Estate to file a request under Rule 60(b)
of the Delaware Superior Court Rules of Civil Procedure to reopen
the McClure Case due to fraud, misrepresentation and other
misconduct by the Diocese, Bishop Malooly and Msgr. Cini, and to
permit the McClure Estate to enforce the Settlement Agreement by
ordering the Diocese, Bishop Malooly and Msgr. Cini to immediately
write the letter of apology as mandated by the Settlement
Agreement.

The Bankruptcy Court will commence a hearing on November 12, 2009,
to consider the request.  Objections are due 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).


CATHOLIC CHURCH: Sheehan Wants Lift Stay to Proceed With Del. Suit
------------------------------------------------------------------
James E. Sheehan, a plaintiff in the action entitled Sheehan v.
Oblates of St. Francis de Sales, et al., pending in the Delaware
Superior Court for New Castle County, asks the U.S. Bankruptcy
Court for the District of Delaware to lift the automatic stay to
allow the Sheehan Case to proceed to trial and judgment against,
inter alia, the Catholic Diocese of Wilmington.

In the early 1960s, while a student at Salesianum School, Mr.
Sheehan was abused and then stalked by Rev. Francis L. Norris, a
pedophile priest employed by the Oblates of St. Francis de Sales,
who also worked for and was licensed by the Diocese.

Representing Mr. Sheehan, Thomas S. Neuberger, Esq., at The
Neuberger Firm, P.A., in Wilmington, Delaware, contends that Rev.
Norris was known by his superiors to be a suicidal alcoholic in
dire need of immediate psychiatric hospitalization; instead, he
was transferred to Salesianum to work with children.

Now 63 years old, Mr. Sheehan is suffering from life-threatening
health problems, including a congestive heart failure and two
heart attacks, Mr. Neuberger tells the Court.  Mr. Neuberger notes
that Mr. Sheehan is in constant danger of a catastrophic cardiac
event.

Due to Mr. Sheehan's condition, the Superior Court gave him an
expedited trial date and his trial is scheduled to commence on
November 16, 2009.  Mr. Neuberger says that for Mr. Sheehan,
justice delayed may truly be justice denied.  Under the
circumstances, Mr. Neuberger points out that applicable law
decisively supports granting relief from stay so that the trial
may proceed as scheduled.

Hence, Mr. Sheehan asks the Court to lift the automatic stay to
the extent necessary to (i) permit the Sheehan Case to proceed to
trial and judgment, and (ii) negotiate and enter into any
settlement with the Diocese's insurance carriers, without the need
to seek further Court approval, provided that the settlement does
not affect the Diocese's insurance coverage for other clergy
sexual abuse cases.  Mr. Neuberger assures Judge Sontchi that Mr.
Sheehan will pursue collection of the judgment against the Diocese
only through a claim filed in the Diocese's Chapter 11 case.

The corresponding hardship to Mr. Sheehan is extreme, Mr.
Neuberger asserts.  If the Diocese's case follows in the mold of
previous diocesan and religious order bankruptcy cases, he argues
that the Diocese will seek to maintain in effect for as long as
possible the stay on all proceedings in the Clergy Abuse Cases,
while it negotiates with its insurance carriers and attempts to
stave off determinations concerning what church property
constitutes property of its bankruptcy estate.

"[Mr.] Sheehan is unlikely to survive that process.  The reason
that Superior Court Judge Calvin L. Scott, Jr., granted his trial
priority is the same reason this Court should grant relief from
stay: Sheehan may not otherwise live to see his case go to trial,"
Mr. Neuberger further says.

Mr. Sheehan also asks the Court for an expedited hearing on his
request.  Accordingly, the Court will commence a hearing on
November 2, 2009, to consider the request.  Objections were due
October 28.

                        Diocese Objects

While it is mindful of and sympathetic to the health issues of Mr.
Sheehan, the Diocese and its creditors would be prejudiced by
permitting a seven-day jury trial on the Sheehan Case to go
forward less than one month into the Chapter 11 case, James L.
Patton, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, contends.

The Diocese did not seek Chapter 11 relief to dodge responsibility
for past misconduct by clergy -- or for mistakes made by Diocesan
authorities, Mr. Patton asserts.  He notes that the primary goal
in the Chapter 11 case is to protect and preserve the assets that
are properly available for distribution to the Diocese's general
creditors and to ensure that, whatever assets can be marshaled,
they will be distributed equitably to all creditors, not just a
select few.

"These goals cannot be accomplished without preserving the
automatic stay, particularly at the outset of this case," Mr.
Patton avers.  He contends that contrary to the request's
assertion, all litigation costs associated with the defense of the
Sheehan Case have been, and would continue to be, the
responsibility of the bankruptcy estate, at the expense of all
other creditors.

The impact of granting stay relief on anyone of the remaining 131
actions asserted under the Delaware Child Victim's Act will
undoubtedly delay the Diocese's reorganization efforts to the
detriment of the other creditors of the estate, Mr. Patton argues.
Without the stay, he points out, among other things, the Diocese's
key personnel would be tied up in litigation with individual
creditors, like Mr. Sheehan, rather than focusing on the
restructuring of the Diocese.  Hence, the Diocese asks the Court
to deny the request.

                    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 Taps Garden City as Claims Agent
------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., seeks authority from the
U.S. Bankruptcy Court for the District of Delaware to employ The
Garden City Group, Inc., as claims, noticing and balloting agent
for the Diocese, pursuant to the terms and conditions of an
engagement agreement between the Diocese and GCG, dated as of
October 9, 2009.

As claims agent, GCG has agreed to, among other things:

  (a) prepare and serve required notices in the Diocese's
      Chapter 11 case, including:

      * notice of the commencement of the case and the initial
        meeting of creditors under Section 341(a) of the
        Bankruptcy Code;

      * notice of the claims bar date;

      * notice of objections to claims;

      * notice of any hearings on a disclosure statement and
        confirmation of a plan of reorganization; and

      * other miscellaneous notices to any entities, as the
        Diocese or the Court may deem necessary or appropriate
        for an orderly administration of the Chapter 11 case;

  (b) after the service of a particular notice, file with the
      Clerk's Office a certificate or affidavit of service that
      includes an alphabetical list of persons on whom the
      notice was served and the date and manner of service; and

  (c) maintain copies of all proofs of claim and proofs of
      interest filed;

GCG will be paid pursuant to the Engagement Agreement.  The
Diocese submits that GCG's compensation is reasonable in light of
the services to be performed.

The Diocese reveals that it has provided a retainer to GCG in the
amount of $35,000 in connection with GCG's services in the case.

Notwithstanding the indemnification provisions contained in the
Engagement Agreement, the Diocese will indemnify GCG only pursuant
to certain terms and conditions, including that the Diocese will
indemnify GCG for any claim arising from, related to or in
connection with its performance of the services it is retained to
provide.

Jennifer M. Keough, GCG's vice president, assures the Court that
GCG is a "disinterested person" within the meaning Section 101(14)
of the Bankruptcy Code.

                    Survivors Committee Responds

The Unofficial Committee of Abuse Survivors says that it does not
object to GCG's retention.  The Survivors Committee, however, asks
that the order approving the request be subject to further Court
order as the Survivors Committee will ask for claims and balloting
procedures that protect the identities of abuse survivors, who
request confidentiality of their identities.

                           *     *     *

The Court approved the application.  The Court also approved the
terms of the Engagement Agreement.

No submission or approval of a formal fee application is required
for any payment to GCG, provided that GCG will submit all invoices
to the Office of the United States Trustee and any statutory
committee of creditors that may be appointed in the case.  Any
unused portion of the general retainer GCG received prior to the
Petition Date will be applied to its postpetition invoices until
said Retainer is exhausted.

                    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).


CELL THERAPEUTICS: Narrows Net Loss to $8.14MM in September 2009
----------------------------------------------------------------
Cell Therapeutics, Inc., October 30, 2009 provided information
pursuant to a request from the Italian securities regulatory
authority, CONSOB, pursuant to Article 114, Section 5 of the
Unified Financial Act, that the Company issue at the end of each
month a press release providing a monthly update of certain
information relating to the Company's management and financial
situation.

Cell Therapeutics narrowed its net loss to $8,140,000 in September
from a $24,882,000 net loss in August.  Cell Therapeutics had net
revenue of $6,000 in September from net revenue of $7,000 in
August.

At September 30, 2009, Cell Therapeutics had cash and cash
equivalents of $54,992,000, net financial standing-current portion
of $13,135,000 and net financial indebtedness of ($10,552,000).

At August 31, 2009, Cell Therapeutics had cash and cash
equivalents of $60,962,000, net financial standing-current portion
of $16,010,000 and net financial indebtedness of ($9,141,000).

The Company's 4% Convertible Senior Subordinated Notes Convertible
with redemption date of July 1, 2010 come due within the next 12
months.  The Company had no debt that matured during the month of
September 2009.  The Company had no outstanding preferred shares
as of August 31, 2009 and September 30, 2009.

          Regulatory Matters and Products in Development

With respect to the period from September 1, 2009 through
September 30, 2009, the Company announced:

     -- on September 5, 2009 that the U.S. Food and Drug
        Administration had notified the Company that a
        Prescription Drug User Fee Act action date of April 23,
        2010 under standard review has been established regarding
        the Company's New Drug Application for pixantrone as
        potential treatment for relapsed or refractory aggressive
        non-Hodgkin's lymphoma;

     -- on September 15, 2009 that the Company had submitted a
        Pediatric Investigation Plan to the European Medicines
        Agency as part of the required filing process for approval
        of pixantrone for treating relapsed or refractory,
        aggressive NHL in Europe.  The PIP outlines how the
        Company proposes to study the drug in children in order to
        benefit child health;

     -- on September 21, 2009 that the Company (a) had notified
        the EMEA of its decision to withdraw the Company's
        Marketing Authorization Application for a non-inferiority
        indication in non-small cell lung cancer, (b) will re-
        focus its resources on the approval of OPAXIO for its
        potential superiority indication in maintenance therapy
        for ovarian cancer, and (c) plans to meet with the FDA to
        discuss an additional registration study utilizing OPAXIO
        as a radiation sensitizer in the treatment of advanced
        esophageal cancer; and

     -- on September 29, 2009 that the Company had applied to the
        EMEA for orphan drug designation for pixantrone in
        aggressive NHL.

          Corporate Transactions and Assignment of Assets

With respect to the period from September 1, 2009 through
September 30, 2009, on September 28, 2009, the Company announced
that it had finalized the closing its Bresso, Italy operations.
As of September 30, 2009, the Company has recorded a $1.2 million
receivable from the sale of physical assets.  The Company expects
the closure to save approximately $20 million in annual operating
expenses in 2010 and beyond based on current exchange rates.

                     Exchange Listing Matters

The Company announced on September 22, 2009 that it had been added
to the NASDAQ OMX Global Biotechnology Index (NASDAQ: QGBI), which
is a modified market-capitalization weighted index designed to
track the performance of the largest and most liquid companies
engaged in the biotechnology sector.  This index will provide the
Company with further exposure amongst institutional biotechnology
investors.

                   Update on Outstanding Shares

The number of shares of the Company's common stock, no par value,
issued and outstanding as of August 31, 2009 and September 30,
2009 was 560,000,935 and 563,582,488, respectively.

During the month of September 2009, these transactions contributed
to the change in the number of shares of the Company's outstanding
Common Stock:

     -- The issuance of 3,299,310 shares of Common Stock in
        connection with the exchange of a portion of the Company's
        outstanding convertible notes;

     -- The issuance of 362,800 shares of Common Stock relating to
        stock awards under the Company's 2007 Equity Incentive
        Plan; and

     -- The cancellation of 80,557 shares of Common Stock due to
        employee termination under the Company's 2007 Equity
        Incentive Plan.

The Company is not aware of any agreement for the resale of its
shares of Common Stock on the MTA nor of the modalities by means
of which shares of Common Stock were or will be resold.

                    Debt Restructuring Program

With respect to the period from September 1, 2009 through
September 30, 2009, the Company on September 24, 2009 agreed to
exchange an aggregate of 3,299,310 shares of Common Stock for
$3,000,000 aggregate principal amount of its 4% Convertible Senior
Subordinated Notes due 2010 and $1,500,000 aggregate principal
amount of its 6.75% Convertible Senior Notes due 2010, in each
case plus accrued and unpaid interest.

The Company, in September 2009, neither issued any new debt
instruments nor bought any debt instruments already issued by the
Company.

The Company believes it is in compliance with the covenants on
each series of its outstanding convertible notes.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.,
(Nasdaq and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the years ended December 31, 2008, and 2007.  The auditing firm
reported that the Company has substantial monetary liabilities in
excess of monetary assets as of December 31, 2007, including
roughly $19.8 million of convertible subordinated notes and
senior subordinated notes which mature in June 2008.  It also
noted that the Company has sustained loss from operations over the
audit periods, incurred an accumulated deficit, and has
substantial monetary liabilities in excess of monetary assets as
of December 31, 2008.

As of June 30, 2009, the Company had $43.2 million in total
assets; and $98.7 million in total liabilities; resulting in
$57.6 million in shareholders' deficit.  The Company had
$1.35 billion in accumulated deficit as of June 30, 2009.


CENTAUR LLC: Moody's Downgrades Default Rating to 'Ca/LD'
---------------------------------------------------------
Moody's Investors Service lowered Centaur LLC's probability of
default rating to Ca/LD from Caa3.  The corporate family rating
was also lowered to Ca from Caa3.

The Ca/LD probability of default rating recognizes Centaur's
payment default under its first lien and second lien term loans.
The company failed to make its scheduled October 27, 2009 interest
payments by the end of the five-day grace period, which was
allowed by the loan agreements.

These ratings were downgraded:

 Corporate Family Rating to Ca from Caa3
 Probability of Default Rating to Ca/LD from Caa3
 First Lien Term Loan to Caa2 (LGD 2, 17%) from B3 (LGD 2, 19%)
 First Lien Revolver to Caa2 (LGD 2, 17%) from B3 (LGD 2, 19%)
 Second Lien Term Loan to Ca (LGD 4, 55%) from Caa3 (LGD 4, 58%)

The last rating action was on January 16, 2009, when Moody's
lowered Centaur's corporate family rating and probability of
default rating to Caa3 from Caa2.

Centaur is a subsidiary of Centaur Inc., which owns and operates
Hoosier Park, a "racino", which opened in June 2008, in Anderson,
Indiana, near Indianapolis, and Fortune Valley Hotel and Casino,
located approximately 35 miles from Denver, Colorado.  The company
also owns Valley View Downs, a development project in
Pennsylvania.


CENTRAL PACIFIC: Fitch Junks Long-Term Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of Central Pacific Bank, the bank subsidiary Central Pacific
Financial, to 'CCC' from 'B'.  The ratings of CPF are unaffected
by this action and the IDR remains at 'CCC'.  A list of ratings
affected by this action appears at the end of this release.

The downgrade of Central Pacific Bank's ratings reflects the
significant escalation of credit problems in both its California
and Hawaii loan portfolios.  While Fitch expected the company to
endure increased credit stress in its Hawaii portfolio, as well as
in its still sizeable exposure to California commercial real
estate, the recent level of deterioration exceeded Fitch's
original projections.  Credit deterioration, which is not expected
to abate in the near-term, has generated sizeable losses and
caused considerable erosion to the bank's capital position.  Fitch
believes that the company will continue to generate material
losses, which will continue to erode capital and reduce the
benefit of any potential capital augmentation.  Further, due to
the heightened level of credit stress and the erosion of capital,
the bank is expected to consent to a formal enforcement action
with the FDIC and its state regulator, with directives focused on
capital, asset quality, and liquidity.  Existing regulatory
agreements call for Central Pacific Bank to maintain enhanced
capital levels that exceed the minimum regulatory requirements to
be considered 'well-capitalized', specifically maintaining a
leverage ratio of 9%, which the bank is now in violation.

CPF continues to explore all public and private means to boost
capital and comply with its enhanced capital requirements.
Nonetheless, Fitch believes the prospects for raising sufficient
equity from external sources to absorb expected losses and to meet
enhanced regulatory capital requirements are limited.  Should the
company be unable to raise the necessary capital and losses
continue to diminish the company's capital base, Fitch would
likely take further negative rating actions.

Fitch assigns Recovery Ratings to individual security issues where
the IDR of the issuer is rated in the single-B or below category.
As such, Fitch has assigned a Recovery Rating of 'RR3' to the
uninsured long-term deposits of Central Pacific Bank, which
implies a recovery between 51%-70%, on these instruments in the
event of failure or default by the issuer, and a 'RR6' to the
preferred and trust preferred securities of CPF, which implies
recovery between 0%-10%.

CPF is a $5.2 billion banking company headquartered in Honolulu,
HI.  CPF provides a full range of traditional commercial consumer
and banking services.  Through its bank subsidiary, Central
Pacific Bank, the company operates 39 branches through-out Hawaii.

Fitch has taken these rating actions:

Central Pacific Bank

  -- Long-term IDR downgraded to 'CCC' from 'B';
  -- Long-term Deposit downgraded to 'B-/RR3' from 'B/RR3';
  -- Individual downgraded to 'E' from 'D/E';
  -- Short-term IDR downgraded to 'C' from 'B';
  -- Short-term Deposit affirmed at 'B';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'No Floor'.


CEQUEL COMMUNICATIONS: Note Upsizing Won't Affect Moody's Ratings
-----------------------------------------------------------------
Moody's Investors Service said the upsize of Cequel Communications
Holdings I, LLC's note issuance (8.625% Senior Notes due 2017) to
$600 million from $400 million will have no impact on ratings.
Loss-given-default point estimates have been updated.

Cequel Communications Holdings I, LLC

* Corporate Family Rating -- B1
* Probability of Default Rating -- B1

New Senior Unsecured Notes -- B3 (to LGD 6, 92% from LGD 6, 94%)

* Outlook - Stable

Cequel Communications, LLC

* Senior Secured First Lien Credit Facilities -- Ba3 (to LGD 3,
  31% from LGD 3, 32%)

* Senior Secured Second Lien Credit Facilities -- B3 (to LGD 5,
  78% from LGD 5, 82%)

The last rating action for Cequel was on October 22, 2009, when
Moody's assigned a B3 to the then proposed $400 million debt
offering.  Additionally, Moody's assigned a B1 Corporate Family
Rating and Probability of Default Rating to the intermediate
holding company and issuer of the new debt, and withdrew the
equivalent former ratings of Cequel Communications, LLC.

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


CERF BROS. BAG: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cerf Bros. Bag Co.
        2360 Chaffee Drive
        Saint Louis, MO 63146

Bankruptcy Case No.: 09-51141

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen III

Debtor's Counsel: Steven Goldstein, Esq.
                  Goldstein & Pressman, P.C.
                  121 Hunter Ave., Suite 101
                  St. Louis, MO 63124
                  Tel: (314) 727-1717
                  Fax: (314) 727- 1447
                  Email: stg@goldsteinpressman.com

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

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

According to the schedules, the Company has assets of $2,274,946,
and total debts of $7,024,869.

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

         http://bankrupt.com/misc/moeb09-51141.pdf

The petition was signed by Jerry C. Michelson, president of the
Company.


CERUS CORP: Amends Rights Agreement with Wells Fargo Bank
---------------------------------------------------------
Cerus Corporation reports that on October 28, 2009, following
approval by the Company's Board of Directors, it entered into an
amendment to its Rights Agreement, originally dated November 3,
1999, and amended as of August 6, 2001, with Wells Fargo Bank,
N.A., as successor to Wells Fargo Bank Minnesota, N.A. (formerly
known as Norwest Bank Minnesota, N.A.), as Rights Agent.

The Rights Agent currently serves as the Company's transfer agent
with respect to the Company's common stock, par value $0.001 per
share, and also has been appointed transfer agent with respect to
the Series C Junior Participating Preferred Stock, par value
$0.001 per share, if any, that may be issued pursuant to the
exercise of the rights under the Rights Agreement.

The Amendment provides, among other things, for a decrease in the
initial exercise price of the Rights under the Rights Agreement
from $170.00 to $30.00 per one one-hundredth of a Preferred Share,
and an extension of the final expiration date of the Rights from
November 3, 2009 to October 27, 2019.  Each one one-hundredth of a
Preferred Share has designations and powers, preferences and
rights, and the qualifications, limitations and restrictions
designed to make it the economic equivalent of a Common Share.
The Rights will continue to be evidenced by the stock certificates
representing the Common Shares then outstanding, unless and until
they are separated upon the occurrence of certain future events.
The Amendment also provides for revisions to certain definitions
in the Rights Agreement, including revisions to the definition of
beneficial ownership under the Rights Agreement to include
ownership of certain derivative securities, as well as other
technical changes.

The Rights have certain anti-takeover effects.  The Rights will
cause substantial dilution to a person or group that attempts to
acquire the Company on terms not approved by the Board.  The
Rights should not interfere with any merger or other business
combination approved by the Board since the Rights may be amended
to permit such acquisition or redeemed by the Company at $0.001
per Right prior to the earlier of (i) a person or group of
affiliated or associated persons acquiring beneficial ownership of
15% or more of the outstanding Common Shares or (iii) the final
expiration date of the Rights.  The Board may terminate the Rights
Agreement at any time or redeem the Rights prior to the time a
person (or a group of affiliated or associated persons) acquires
beneficial ownership of 15% or more of the Common Shares.  The
Rights may also be redeemed following a person (or a group of
affiliated or associated persons) acquiring beneficial ownership
of 15% or more of the outstanding Common Shares under certain
limited circumstances.

A full-text copy of the Amendment to Rights Agreement, dated as of
October 28, 2009, by and between Cerus Corporation and Wells Fargo
Bank, N.A., as successor to Wells Fargo Bank Minnesota, N.A.
(formerly known as Norwest Bank Minnesota, N.A.), is available at
no charge at http://ResearchArchives.com/t/s?4832

                            About Cerus

Cerus Corporation (NASDAQ:CERS) is a biomedical products company
focused on commercializing the INTERCEPT Blood System to enhance
blood safety.  The INTERCEPT system is designed to inactivate
blood-borne pathogens in donated blood components intended for
transfusion.  The Company markets the INTERCEPT system for both
platelets and plasma in Europe and the Middle East.  Cerus is also
pursuing regulatory approvals in the United States and other
countries.  The INTERCEPT red blood cell system is in clinical
development.

As reported by the Troubled Company Reporter on August 17, 2009,
Cerus said its available cash balances will be sufficient to meet
its capital requirements into 2010, although its independent
registered public accountants have indicated that substantial
doubt exists as to its ability to continue as a going concern.


CERUS CORP: Records $5.6 Million Third Quarter 2009 Net Loss
------------------------------------------------------------
Cerus Corporation last week announced financial results for the
third quarter ended September 30, 2009.

Net loss for the third quarter of 2009 was $5.6 million, or $0.16
per share, compared to a net loss of $7.8 million, or $0.24 per
share, for the third quarter of 2008.  Net loss for the first nine
months of 2009 was $19.2 million, or $0.58 per share, compared to
a net loss of $22.7 million, or $0.70 per share for the same
period in 2008.

Total revenue for the third quarter of 2009 was $4.8 million, up
from $3.9 million in revenue recognized during the third quarter
of 2008.  Total revenue for the first nine months of 2009 was
$12.5 million, down from $12.9 million recognized during the first
nine months of 2008, when $1.5 million of previously deferred
product revenue was recognized.

Product revenue for the INTERCEPT Blood System was $4.6 million
during the third quarter of 2009, representing an increase of $0.7
million, or 18%, from the second quarter of 2009.  Third quarter
2009 product revenue was up $1.5 million from $3.1 million
recognized during the third quarter of 2008. Product revenue for
the first nine months of 2009 was $11.5 million, down from $12.0
million during the first nine months of 2008, when the $1.5
million of previously deferred product revenue was recognized.

Gross profit from product revenue for the third quarter of 2009
was $300,000, down from $1.2 million for the same period in 2008.
Cost of product revenue during the third quarter of 2009 included
period costs of $1.0 million, representing idle manufacturing
facility costs attributable to the Company's decision to reduce
inventory levels.

Total operating expenses for the third quarter of 2009 were $6.6
million, down from $9.6 million for the same period in 2008. The
decrease in operating expenses was due to a reduction in research
and development expenses and selling, general and administrative
expenses associated with the Company's restructuring plans, which
were previously announced in March 2009. Operating expenses for
the first nine months of 2009 were $22.6 million, down from $29.5
million during the same period in 2008.  The reduction in
operating expenses was directly attributable to the savings
realized from the Company's restructuring plan, which allowed the
Company to focus its resources on commercializing the INTERCEPT
platelet and plasma systems in Europe, reduce operating expenses,
and tightly manage working capital.

At September 30, 2009, the Company had $43.0 million in total
assets against $17.2 million in total liabilities.

At September 30, 2009, the Company had cash, cash equivalents and
short-term investments of $22.7 million, up from $22.6 million at
December 31, 2008.  Cash, cash equivalents and short-term
investments at September 30, 2009 reflects the $12.2 million in
net proceeds generated from the Company's August 2009 registered
direct public offering.  Net cash used for the Company's
operations during the third quarter of 2009 was $2.4 million,
which was in line with the net cash used during the second quarter
of 2009 and down by $4.8 million from the first quarter of 2009.
Close control of working capital, including management of
inventory levels and cash collections, contributed to the
relatively low net cash used in operating activities.

"We are pleased with the results of our concerted focus on growing
sales and minimizing cash consumption. Third quarter product
revenue grew by 18% over the prior quarter and was driven largely
by recurring sales of INTERCEPT disposable kits," said Claes
Glassell, President and Chief Executive Officer of Cerus
Corporation.  "The proceeds from the recently completed registered
direct offering, combined with our focused approach and financial
discipline, have the Company well positioned to achieve
profitability with current capital resources."

Recent Highlights:

     -- Raised $12.2 million of net proceeds in a registered
        direct public offering, providing the Company with a
        pathway towards profitability with current capital
        resources;

     -- Achieved 18% sequential growth in product revenue during
        the third quarter of 2009;

     -- Maintained low net cash consumption, down by more than 65%
        from the first quarter of 2009;

     -- Converted the Belgian Red Cross, Service Francophone du
        Sang to routine use of the INTERCEPT Blood System for
        platelets;

     -- Implemented INTERCEPT in two additional centers in France.

                           About Cerus

Cerus Corporation (NASDAQ:CERS) is a biomedical products company
focused on commercializing the INTERCEPT Blood System to enhance
blood safety.  The INTERCEPT system is designed to inactivate
blood-borne pathogens in donated blood components intended for
transfusion.  The Company markets the INTERCEPT system for both
platelets and plasma in Europe and the Middle East.  Cerus is also
pursuing regulatory approvals in the United States and other
countries.  The INTERCEPT red blood cell system is in clinical
development.

As reported by the Troubled Company Reporter on August 17, 2009,
Cerus said its available cash balances will be sufficient to meet
its capital requirements into 2010, although its independent
registered public accountants have indicated that substantial
doubt exists as to its ability to continue as a going concern.


CHEMTURA CORP: Deal on Recovery of $9.3 Mil. Authorized by Court
----------------------------------------------------------------
Chemtura Corp. and its units obtained authority from the
Bankruptcy Court to enter into a stipulation relating to the
return of $9,292,500 that Chemtura Corporation, f/k/a Crompton
Corporation, transferred prepetition in connection with a
settlement of a class action lawsuit for alleged violations of
federal securities laws filed by Pierre Brull and William Ashe, as
lead plaintiffs, in the District Court for the District of
Connecticut.

The Lead Plaintiffs alleged, among other things, that during the
period between October 26, 1998 and October 8, 2002, Chemtura and
other co-defendants issued materially false and misleading
statements concerning their reported financial results and
competitions, pricing, sales and margins.

In August 2006, the Lead Plaintiffs, Chemtura and the other co-
defendants entered into mediation before Judge Daniel Weinstein,
whereby the Parties agreed to settle the Securities Action for
$20,650,000.  The Parties entered into a stipulation pursuant to
which they agreed to fully and finally dispose of the Securities
Action and any and all other claims against Chemtura and the co-
defendants.  By December 12, 2008, the Connecticut District Court
preliminarily approved the Prepetition Settlement Agreement and
scheduled a final approval and fairness hearing for June 12,
2009.

Pursuant to the Prepetition Settlement Agreement, Chemtura made
payments on December 23, 2008, and January 26, 2009, totaling
$9,292,500 in relation to the Prepetition Settlement Amount to
Murray Frank & Sailer LLP and Barroway Topaz Kessler Meltzer &
Check LLP as counsel to the Lead Plaintiffs and escrow agents for
an escrow account created under the Prepetition Settlement
Agreement.

However, on March 18, 2009, the Debtors, including Chemtura,
filed voluntary petitions for relief under the Bankruptcy Code
and as a result, the Connecticut District Court has continuously
adjourned the final approval hearing with respect to the
Prepetition Settlement.

By a letter to the Escrow Agents, Chemtura asserted that the
Prepetition Transfers are recoverable as preferential payments
pursuant to Section 547 of the Bankruptcy Code and demanded the
return of the payments.

Accordingly, as a result of arm's-length negotiations, Chemtura
and the Escrow Agents have reached an agreement for the return of
the Prepetition Transfers to Chemtura.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the proposed Settlement Stipulation provides for the
return of the funds without the expense of pursuing a preference
litigation in the Court and allows Chemtura to realize a
significant recovery for its estate.

Pursuant to the Settlement Stipulation, the Lead Plaintiffs will,
within three days after the Court's entry of an approval of the
Settlement Stipulation, cause the Escrow Agents to return the
Prepetition Transfers; and upon receipt, Chemtura will be deemed
to fully, finally and forever release and discharge the Lead
Plaintiffs and the Escrow Agents from any and all claims that
Chemtura has against the Lead Plaintiffs or the Escrow Agents
solely with respect to the Lead Plaintiffs' and the Escrow
Agents' retention of the Prepetition Transfers during Chemtura's
Chapter 11 case.

In addition, pursuant to the Settlement Stipulation, Chemtura,
the Lead Plaintiffs and the Escrow Agents fully, finally and
forever release and discharge each other from any and all costs
directly, or indirectly, related to, or in connection with, the
return of the Prepetition Transfers.

As a result of the Settlement Stipulation and the return of
funds, the Lead Plaintiffs may pursue claims against Chemtura in
the Chapter 11 cases.  However, Mr. Cieri points out that any
claims will be subject to subordination under Section 510(b) of
the Bankruptcy Code.

Mr. Cieri further notes that once Chemtura's funds are returned
from escrow, it is possible that the Lead Plaintiffs will
prosecute the Securities Action against the individual
defendants.  Should it occur, Chemtura reserves its rights to
seek a stay of the litigation from the Court.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Gets Nod for Branding Agreement With Valent USA
--------------------------------------------------------------
Chemtura Corp. and its units obtained the Court's authority to
enter into a joint branding agreement with Valent USA Corporation.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors have developed a pesticide formulation
that contains active ingredients, ipconazole and metalaxyl, for
use as a seed treatment fungicide.  On the other hand, Valent has
developed a pesticide formulation that contains the active
ingredient, clothianidin, for use as a seed treatment
insecticide.

The Chemtura Formulation and Valent Formulation are complementary
soybean seed protectants that when combined together, protect
soybeans from all major early season soybean diseases and insect
pests, protecting the seed at planting and then moving into the
plant to protect it as it grows, Mr. Cieri tells the Court.

After ongoing negotiations and discussions between the Debtors
and Valent, the Parties determined that it would be in their
mutual best interest to enter into a Joint Branding Agreement and
market the Chemtura Formulation and Valent Formulation together
as a co-branded product, bearing a single brand name, with the
two formulations shipped side-by-side on the same pallet.

Indeed, the Debtors estimate that due to the complementary nature
and synergies between both formulations, the Co-brand Product
will allow them to obtain more revenues than it would obtain by
marketing and selling their own formulation, Mr. Cieri points
out.

Pursuant to the Agreement, the Co-brand Product will be
exclusively sold and marketed to distributors and seed dealer
treaters for use as a seed treatment pesticide on soybeans in the
United States and Canada.  The Agreement specifically provides
that the marketing and sale of the Co-brand Product may be
extended by agreement of the Parties to additional crops and
territories.  The revenues generated from the sale of the Co-
brand Product will be distributed between the Debtors and Valent
as determined under the Joint Branding Agreement.

Additionally, Mr. Cieri says that the Debtors and Valent have
agreed to coordinate their efforts in the marketing and sale of
the Co-brand Product.  Among other things, the Parties'
representatives will meet annually to review and agree upon
development plans for the Co-brand Product, will jointly develop
an annual marketing plan, will discuss volume forecasts annually
for the upcoming three crop years and will coordinate the
handling of customer complaints.

The term of the Joint Branding Agreement is through December 31,
2014.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Proposes to Enter Into NNN Office Lease
------------------------------------------------------
Chemtura Corp. and its units ask the Court for authority to enter
into an office lease with NNN 1818 Market Street LLC and certain
of its affiliates, which agreement will permit the Debtors to rent
the 37th floor of the office building known as 1818 Market Street.

In light of their cost saving initiatives and with the goal to
improve their corporate presence in the industry, the Debtors
have determined to relocate their executive offices to
Philadelphia, Pennsylvania, the location of the office space NNN
is leasing.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that by transitioning the Debtors' executive offices to
the Philadelphia area, the Debtors will be able to take advantage
of that city's close proximity to one of the major centers of the
chemical industry in North America and will allow the Debtors to
be closer to many of their major customers and suppliers as well
as to realize material cost savings.

Mr. Cieri tells the Court that the assumption of the Lease is an
action in the ordinary course of business.  However, NNN has
conditioned its entry into the Lease upon the Debtors' seeking
and obtaining court approval of the transaction.

For these reasons, the Debtors ask the Court to grant their
request.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Wants to Assume Vignette Master Agreement
--------------------------------------------------------
Chemtura Corp. and its units seek the Court's authority to:

  (a) enter into the Vignette Products and Services Schedule,
      which amends the Corporate Master Agreement and related
      license schedule between Chemtura Corp. and Vignette
      Corporation n/k/a Open Text;

  (b) assume the Agreement, as amended by the Revised Schedule;
      and

  (c) resolve a dispute with Vignette concerning an alleged
      outstanding prepetition amount owed by Chemtura to
      Vignette under the Agreement.

Before the Petition Date, Chemtura and Vignette entered into the
Agreement for the licensing of Vignette's software products,
which the Debtor uses in connection with its internet website,
and for the delivery of Vignette's maintenance, consulting and
training services.  Specifically, Vignette granted a personal,
non-exclusive, perpetual, non-transferable license to Chemtura
and its affiliates.  Upon Chemtura's payment of certain annual
program, maintenance, service and training fees specified in the
Original Schedule, Vignette agreed to supply its standard
software maintenance and support services for the programs
specified in the Agreement and the Original Schedule.  In
addition, Vignette agreed to provide professional consulting and
other services so long as Chemtura provided access to the
relevant information, personnel, premises, software, data,
equipment or other required resources.

Since the Petition Date, Chemtura and Vignette have disputed
whether Chemtura was in breach of the software licenses granted
under the Agreement.  Vignette has alleged that Chemtura owes it
$108,750 and Chemtura has denied any liability.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the parties have continued operating under the
Agreement pending good faith negotiations to resolve the dispute.
Upon engaging in talks, Chemtura and Vignette have finally agreed
to enter into a Revised Schedule and Chemtura has agreed to
assume the Agreement, as amended.

The material terms of the Revised Schedule are:

  * Vignette will grant Chemtura and its affiliates certain
    programs and use authorizations for a site module and portal
    program, which Chemtura has been using during its Chapter 11
    cases as the parties have negotiated the terms of the
    Revised Schedule.  Upon Chemtura's payment of certain annual
    maintenance fees, Vignette will supply maintenance for the
    site module and portal program;

  * Chemtura will pay $125,577 in program and maintenance fees;

  * Upon execution of the Revised Schedule and as a means to
    settle their dispute concerning alleged prepetition amounts
    owing, Vignette has agreed to waive its right to assert a
    Cure Claim against Chemtura in connection with the
    assumption of the Agreement, as amended.

Mr. Cieri notes that without the execution of the Revised
Schedule or other resolution of the dispute, Vignette is
unwilling to extend its current business relationship with and
offer new services or products to Chemtura.

For these reasons, the Debtors ask the Court to grant their
request.

                      About Chemtura Corp.

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

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

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

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


CHINA MEDIAEXPRESS: NYSE Amex Rescinds Delisting Notice
-------------------------------------------------------
China MediaExpress Holdings, Inc., disclosed that based on more
recent stockholder information that CME has provided, NYSE Amex
LLC has rescinded its previously announced delisting notice,
issued to the Company on October 23, 2009.

The Company has been informed by AMEX that no further appeals are
required and it expects to receive a new approval regarding its
continued listing from AMEX.

Zheng Cheng, CME's Founder and CEO, noted, "We are glad to report
to our stockholders the prompt resolution of questions raised by
AMEX regarding our business combination with TM Entertainment.  We
expect that the promising future for our business in the
significant PRC markets we serve will continue to provide
opportunity for investors interested in benefiting from the
significant growth expected in this sector."

                            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.


CIT GROUP: Chapter 11 Filing Cues S&P's Rating Downgrade to 'D'
---------------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its ratings
on CIT Group Inc. to 'D', including the long-term counterparty
credit rating, which was lowered to 'D' from 'SD'.  At the same
time, S&P removed the ratings from CreditWatch Negative, including
the senior unsecured debt rating, which was placed on CreditWatch
June 12, 2009.

"The rating action follows the firm's Nov. 1 announcement that it
had filed for Chapter 11 bankruptcy protection as part of its
previously disclosed plan of reorganization," said Standard &
Poor's credit analyst Rian M. Pressman, CFA.  The bankruptcy
filing will entail a default on substantially all of the firm's
rated debt, which is primarily issued or guaranteed by the parent.
None of CIT's operating subsidiaries, including CIT's Utah Bank
(which S&P currently do not rate), will be included in the
filings.

The bankruptcy filing followed the conclusion of CIT's debt
exchange offer on Oct. 29, 2009.  Although the conditions for the
debt exchange were not met, creditors accepted a prepackaged plan
of bankruptcy in excess of the required thresholds for a
successful vote.  Under the plan, CIT expects to reduce total debt
by approximately $10 billion.

S&P expects to reassess S&P's rating on CIT following the
company's emergence from bankruptcy when S&P can better assess the
firm's restructuring plans, factoring into S&P's assessment the
new liability structure, liquidity position, business strategy,
and status of regulatory issues.


CIT GROUP: Fitch Downgrades Issuer Default Ratings to 'D'
---------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
of CIT Group Inc. to 'D' from 'RD' following the company's filing
of a voluntary petition seeking relief under Chapter 11 of the
U.S. Bankruptcy Code.  The ratings of CIT Bank and the company's
other operating subsidiaries remain unchanged as they were not
included in yesterday's bankruptcy filing.

Fitch has downgraded these ratings:

CIT Group Inc.:

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

Fitch expects to assign Recovery Ratings on a debt level basis
once additional information is reviewed.  While recovery at the
subordinated debt and preferred stock levels are expected to be $0
or 'RR6', recovery for senior bondholders could be revised
accordingly.

These ratings remain unchanged:

CIT Group Inc.

  -- Senior debt of 'C/RR4';
  -- Subordinated of 'C/RR6';
  -- Junior subordinated debt of 'C/RR6';
  -- Senior subordinated debt of 'C/RR6';
  -- Preferred stock of 'C/RR6'
  -- Short-term debt of 'C';
  -- Individual rating of 'F' ';
  -- Support rating of '5';
  -- Support floor of 'NF'.

CIT Bank

  -- Long-term IDR 'C';
  -- Long-term deposits 'CCC/RR2';
  -- Short-term IDR'C';
  -- Short-term deposits 'C';
  -- Individual rating 'E';
  -- Support rating '5';
  -- Support floor 'NF'.

CIT Funding Group of Canada, Inc.

  -- Long-term IDR 'C';
  -- Senior debt 'C/RR4';
  -- Short-term IDR 'C'.

CIT Group (Australia) Inc.

  -- Long-term IDR 'C';
  -- Senior 'C/RR4';


CIT GROUP: Receivables Exchange Ready Fund for Liquidity Aid
------------------------------------------------------------
After months of efforts to stay afloat, CIT Group's filing for
bankruptcy sent shockwaves through the small and midsize business
community, particularly retailers and manufacturers, The
Receivables Exchange said in a statement.  According to the firm,
many CIT customers have been contractually bound to CIT even as
the nation's single largest lender to small and midsize companies
struggled on life support.  Now, those companies have a reliable
alternative as The Receivables Exchange announced today that it
stands ready with more than $20 billion in liquidity to help CIT
customers to fill their liquidity gap.  The Exchange allows
companies of all sizes and from all industries to post their
outstanding invoices on its real-time auction trading platform
where a global network of accredited institutional investors
competitively bid to purchase the receivables.

"The Receivables Exchange's market-based solution is perfectly
positioned to help CIT customers gain quick and easy access to a
reliable, competitive source of capital so they can continue to
fund their day-to-day operations," said Bill Andersen, founder and
portfolio manager of Andersen Capital Management.  "As a
receivables Buyer on the Exchange, we have seen firsthand the
value of the Exchange's centralized marketplace.  The Exchange
helps Sellers turn their receivables into cash quickly and easily
on their terms while providing Buyers with a reliable, short-term
investment opportunity."

Many of the nearly one million businesses that rely on CIT for
working capital, including manufacturing and retail companies, had
been legally bound to continue working with CIT as a single
funding source, even though they were left vulnerable due to the
lender's ongoing struggles.  However, with the recent bankruptcy
filing, those companies are now eligible to utilize alternative
funding sources and many are actively seeking additional sources
in order to stay afloat.

"The bankruptcy filing of CIT Group represents a historic and
regrettable turn of events for the small business community and
for our economy," said Justin Brownhill, co-founder and chief
executive officer of The Receivables Exchange.  "Thousands of
business owners are seeing their single source of liquidity
evaporate before their eyes.  Sunday's filing underscores the fact
that companies can no longer rely on one primary source of
liquidity. It is imperative that they have broad access to
competitively-priced capital.  The Receivables Exchange stands
ready to provide a diversified source of liquidity to help CIT
customers maintain the strength of their businesses."

The Receivables Exchange, which has seen an increased use of
receivables financing by businesses of all sizes and across more
than 40 industries, reported quarter-over-quarter growth of nearly
200% in the third quarter 2009.  Businesses are signing on to tap
into the $20 billion of liquidity available on the Exchange's
transparent, centralized marketplace for receivables financing.

Most businesses wait 60+ days to receive payment on their
outstanding invoices - many even longer as their larger customers
are slowing down payments to meet their own cash flow needs.
Members of The Receivables Exchange no longer have to wait for
prolonged periods for their outstanding invoices to be paid. On
the Exchange, companies can post their receivables one day and
receive their funds the next business day.

                   About The Receivables Exchange

The Receivables Exchange -- http://www.receivablesXchange.com--
is the world's first online marketplace for real-time trading of
accounts receivable.  Changing the landscape of small business
financing, The Receivables Exchange provides a new dimension in
working capital management.  The Exchange connects a global
network of accredited institutional investors (Buyers) to the
nation's millions of small and mid-sized businesses (Sellers) in
search of capital to grow.  Buyers get direct access to an $18
trillion new investable asset; Sellers gain access to a new
competitive working capital management solution by having their
receivables bid on in real-time by multiple Buyers.

                        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.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D.
Del. Case No. 09-16565).  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 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.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.

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

Bankruptcy Creditors' Service, Inc., publishes CIT Group
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000)


CIT GROUP: To Present Prepack Plan for Confirmation on Dec. 8
-------------------------------------------------------------
CIT Group Inc. announced that the U.S. Bankruptcy Court for the
Southern District of New York has scheduled a hearing to consider
the confirmation of CIT's prepackaged plan of reorganization for
Tuesday, December 8, 2009.

Under the Plan, holders of claims in Class 6 JPM L/C Facility
Claims, Class 7 Canadian Senior Unsecured Note Claims, Class 8
Long-Dated Senior Unsecured Note Claims, Class 9 Senior Unsecured
Note Claims, Class 10 Senior Unsecured Term Loan Claims, Class 11
Senior Unsecured Credit Agreement Claims, Class 12 Senior
Subordinated Note Claims and Class 13 Junior Subordinated Note
Claims are impaired under the Plan and had their votes solicited
prior to the Petition Date.  All classes voted to accept the
prepackaged plan and all were substantially in excess of the
required thresholds for a successful vote. Approximately 90% of
the number of debtholders voting, both large and small, cast
affirmative votes for the prepackaged plan.

Holders of Claims in Class 1 Other Priority Claims, Class 2 Other
Secured Claims, Class 3 Other Unsecured Debt Claims and Guarantee
Claims, Class 4 Intercompany Claims and Class 5 General Unsecured
Claims and Interests in Class 17 Old Delaware Funding Interests
are unimpaired under the Plan.  Those holders of claims and
interests are conclusively presumed to have accepted the Plan and,
therefore, did not have their vote solicited prior to the Petition
Date.

Holders of claims in Class 14 Subordinated 510(b) Claims and
Interests in Class 15 Old Preferred Interests, Class 16 Old Common
Interests, and Class 18 Other Equity Interests are impaired under
the Plan.  Those holders of claims and interests are not entitled
to a distribution under the Plan, other than Contingent Value
Rights received by holders of Old Preferred Interests, are deemed
to have rejected the Plan and did not have their votes solicited
prior to the Petition Date.

In connection with the Plan, the Debtors prepared the Disclosure
Statement describing, among other things, the proposed
reorganization and its effects on holders of claims against and
interests in the Debtors.

Following the launch of the solicitation of votes on the Plan, the
Debtors, through their voting agent, Epiq Financial Balloting
Group, LLC, caused copies of the Disclosure Statement, the Plan
and the appropriate Ballot to be transmitted to the holders of
notes and other debt impaired under the Plan.  Solicitation
Packages were also sent to the agents for the debt included in
Class 10 Senior Unsecured Term Loan Claims and Class 11 Senior
Unsecured Credit Agreement Claims.  Additionally, Solicitation
Packages were sent directly to the lenders holding claims in Class
6 JPM L/C Facility Claims.  Solicitation Packages for Class 6,
Class 10, and Class 11 contained an annex to the Disclosure
Statement and a Ballot appropriate for their class.

In accordance with applicable non-bankruptcy law, the Debtors
established 11:59 p.m. (prevailing Eastern Time) on October 29,
2009, as the deadline for a majority of the holders of claims
entitled to vote to accept or reject the Plan.  Holders of claims
in Class 7 and Class 8 have Voting Deadlines of November 5, 2009
at 11:59 p.m. (prevailing Eastern Time) and November 13, 2009 at
11:59 p.m. (prevailing Eastern Time), respectively.

Preliminary voting results indicate that all Impaired Classes of
Claims entitled to vote on the Plan voted to accept the Plan.  The
Debtors will file a declaration of FBG certifying the results and
methodology for tabulation of ballots accepting or rejecting the
Plan with respect to those holders of claims with the October 29,
2009 Voting Deadline.  FBG continues to audit the results of the
solicitation.

                   Proposed Combined Hearing Date

Section 105(d)(2)(B)(vi) of the Bankruptcy Code authorizes the
bankruptcy court to combine a hearing on a disclosure statement
with a hearing on confirmation of a plan of reorganization.  The
Debtors assert that a combined hearing in their Chapter 11 cases
would promote judicial economy and their expedient reorganization.
The adverse effects of the Chapter 11 filings on their businesses
and going concern value will be minimized, and the benefit to
creditors maximized through prompt distributions and the reduction
of administrative expenses of the estate -- which are the
hallmarks of a prepackaged plan of reorganization, Gregg M.
Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New
York, argues.

By their motion, the Debtors asked Judge Allan Gropper of the U.S.
Bankruptcy Court for the Southern District of New York to schedule
a combined hearing on the first available date after December 1,
2009, to consider (i) the adequacy of the Debtors' Amended
Offering Memorandum, Disclosure Statement and Solicitation of
Acceptances of the Prepackaged Plan; and (ii) confirmation of the
Plan.

In order to avoid any delay in consummating the Plan or possible
loss of confidence in the Debtors' ability to reorganize quickly,
and to preserve the bargained-for recoveries in these cases, it is
imperative that the Debtors' time in Chapter 11 be minimized, Mr.
Galardi told the Court.  Therefore, the Debtors aver that it is
in the best interests of their estates, creditors and parties-in-
interest to hold the Combined Hearing as soon after
December 1, 2009 as is practicable.

           Disc. Statement & Plan Objections Procedures

The Debtors asked the Court to set November 30, 2009, as the last
date to file objections to the adequacy of the Disclosure
Statement or confirmation of the Plan.

The Debtors asked the Court to direct that objections to approval
of the Disclosure Statement or confirmation of the Plan, if any,
must:

  (a) be in writing;

  (b) comply with the Bankruptcy Rules, the Local Bankruptcy
      Rules and other case management rules and orders of the
      Court;

  (c) state the name and address of the objecting party, and the
      nature and amount of any claim or interest asserted by the
      objecting party against the estate or property of the
      Debtors;

  (d) state with particularity the legal and factual basis for
      the objection;

  (e) be filed with the Clerk of the United States Bankruptcy
      Court for the Southern District of New York, together with
      proof of service; and

  (f) be served by personal service or by overnight delivery, so
      as to be actually received no later than 4:00 p.m.
      (prevailing Eastern time) on the Objection Deadline by all
      parties on the Master Service List as provided by any case
      management order entered in these Chapter 11 cases.

The Debtors also sought permission to send a combined notice of
the commencement of the Chapter 11 cases and of the Combined
Hearing solely to holders of claims identified by the Debtors and
a waiver of the requirement to provide equity interest holders
with the Combined Notice.

The Debtors proposed to publish a notice substantially similar to
the Combined Notice in the Wall Street Journal and any other
publications the Debtors deem necessary in their sole discretion.

                           Record Date

Because solicitation in these Chapter 11 cases occurred prior to
the Petition Date, in conjunction with solicitation of votes on
certain out of court exchange offers, the Debtors ask the Court to
establish a record date of October 29, 2009, corresponding to the
Voting Deadline, for the purpose of determining which Holders of
Class 6, 9, 10, 11, 12 and 13 Claims were entitled to vote on the
Plan.  The Record Date for Classes 7 and 8 is proposed to be the
Voting Deadline for holders of Claims in those classes to accept
or reject the Plan.  The Voting Deadline is the appropriate Record
Date because the voting procedures required that the Old Notes be
"tendered" in conjunction with a vote on the Plan.  As a result,
in order to vote on the Plan, a party was required to hold those
Old Notes on the applicable Voting Deadline.  In addition, the
Debtors ask the Court to establish November 4, 2009 as the date
for determining those holders of Claims entitled to receive the
Combined Notice.

                     Waiver of Sec. 341 Meeting

Mr. Galardi asserted that cause exists to waive the meeting of
creditors or equity security holders as contemplated by Section
341(e).  He says the Debtors intend to proceed expeditiously to
confirm the Plan and emerge from chapter 11 as quickly as
possible.

Accordingly, pursuant to Section 341(e), the Debtors asked the
Court to enter an order directing the United States Trustee not to
convene a meeting of creditors or equity security holders if the
Plan is confirmed within 60 days from the Petition Date.

       Approval of Prepetition Solicitation Procedures

The Debtors distributed the Disclosure Statement and solicited
acceptances of the Plan prior to the commencement of these Chapter
11 cases.

The Debtors asked the Court to determine that the Solicitation
Procedures are in compliance with applicable non-bankruptcy law
governing the adequacy of disclosure in connection with the
solicitation and in accordance with section 1126(b) of the
Bankruptcy Code.

Mr. Galardi asserts that the solicitation conducted by the Debtors
was in accordance with applicable non-bankruptcy law.  The
Debtors, he says, are relying on certain exemptions to conduct
their solicitation.  He points out that the Debtors, pursuant to
Sections 3(a)(9) and Section 18(b)(4)(C) of the Securities Act of
1933, are exempted to conduct their solicitation.

The Debtors continue to solicit votes from certain holders of
claims.  The Debtors intend to count those votes when evaluating
whether the Plan satisfies the requirements of the Bankruptcy
Code.  The Debtors seek authority to include those votes in the
final tabulation of votes on the Plan.

A full-text copy of the amended offering memorandum, disclosure
statement, and solicitation of acceptances of a prepackaged plan
of reorganization, dated October 23, 2009, is available for free
at http://ResearchArchives.com/t/s?477c

CIT Group Inc. and CIT Group Funding Company of Delaware LLC
meanwhile have received the relief they sought from the Court with
respect to their "first day" motions, allowing the Company to
continue to operate in the ordinary course.

                        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.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D.
Del. Case No. 09-16565).  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 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.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.

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

Bankruptcy Creditors' Service, Inc., publishes CIT Group
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000)


CIT GROUP: Australia Bondholders Agree to Waive Rights
------------------------------------------------------
Sarah McDonald at Bloomberg reports that bondholders of CIT Group
Inc.'s Australian unit agreed to allow the lender to keep
operating as normal after the U.S. parent filed for bankruptcy.

CIT Australia negotiated "certain concessions" for investors in
its medium-term notes in return for them "forbearing from
exercising rights associated with the bankruptcy," it said in a
letter sent to clients and signed by Managing Director Keith
Rodwell.

The letter didn't give details on the concessions and Rodwell
declined to comment when contacted at his office.   CIT Group
(Australia) Ltd. sold A$300 million ($271 million) of fixed- and
floating-rate notes in 2006, according to data compiled by
Bloomberg.  The bonds were guaranteed by CIT Group, National
Australia Bank Ltd. analysts said in a research note.

Bloomberg relates that CIT Group's bankruptcy in the U.S. is
likely to trigger an event of default, which gives bondholders the
right to demand early repayment.  The bonds mature in March 2011,
Bloomberg data show.

"CIT Australia is well capitalized, profitable and cash-flow
positive," and the parent group's bankruptcy filing will have
"limited effect" on its daily business, the letter said.  CIT
Australia provides leasing and financing to government agencies,
education providers, companies and individuals, according to its
Web site.

                        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.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D.
Del. Case No. 09-16565).  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 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.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.

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

Bankruptcy Creditors' Service, Inc., publishes CIT Group
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of CIT Group Inc. (http://bankrupt.com/newsstand/or 215/945-7000)


CLIFFORD ROBINSON: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Clifford Ralph Robinson
               Heather Lynn Robinson
                  fka Lufkins
               702 Sandia Place
               Franklin Lakes, NJ 07417

Case No.: 09-39160

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       District of Oregon

Debtors' Counsel: William M. Parker, Esq.
                  6950 SW Hampton #330
                  Tigard, OR 97223
                  Tel: (503) 858-8980
                  Email: bill-parker@msn.com

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

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

According to the schedules, the Company has assets of $12,159,725,
and scheduled debts of $11,131,577.

The petition was signed by the Joint Debtors.

Debtors' List of 10 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Bank of America                RV Loan                $274,261
PO Box 45224
Jacksonville, FL 32232-5224

Bank of America                2007 Monaco Dynasty    $274,261
PO Box 45224                   Dynasty                ($270,000
Jacksonville, FL 32232-5224    Location: 702           secured)
                               Sandia Place,
                               Franklin Lakes,
                               NJ 07417

Chase Auto Finance             2008 Infiniti QX56     $57,283
                               Location: 702 Sandia   ($45,000
                               Place, Franklin Lakes   secured)
                               NJ 07417

Chase Auto Finance             Auto Loan              $57,283

Meadowbrook Properties, LLC    Contribution Call      $116,665
c/o Hornecker, Cowling,        of LLC
Hassen & Heysell

Neiman Marcus                  Credit card purchases  $25,637

Sound Community Bank           Construction Loan to   $1,315,858
PO Box 34155                   Spanaway Property, LLC,
Seattle, WA 98124-1155         a Washington LLC,
                               Personally Guarantied
                               by Cliff Robinson

Umpquah Bank                   Construction Loan to   $6,900,000
Jackson County Commercial      Meadowbrook Properties,
Center                         LLC, Personally
PO Box 1580                    Guarantied by Cliff
Roseburg, OR 97470             Robinson and others

Visa-Wells Fargo Card Services Credit card purchases  $50,000

Visa Chase Bank                Credit card purchases  $25,000


COLT DEFENSE: Moody's Affirms Corporate Family Rating at 'B1'
-------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family and
probability of default ratings of Colt Defense LLC and assigned a
B2 rating to Colt's planned $225 million 2017 senior unsecured
notes.  The actions follow Colt's plan to issue the notes under
rule 144A with registration rights.  The note rating, subject to
review of final documentation, assumes that proceeds will be used
to repay all existing credit facility and subordinated debt and,
to a lesser extent, increase balance sheet cash for general
corporate purposes.  The assigned rating also assumes a new four-
year $50 million senior secured revolving credit facility (unrated
by Moody's) that will be undrawn at close.  The rating outlook is
stable.

The B1 corporate family rating reflects expectation of sustained
production volumes and a moderate leverage profile in 2010 and a
growing pipeline of foreign sales prospects.  The presence of
Colt's $35 million cash balance as of June 2009 (and additional
cash that will follow the transaction), the expected $50 million
undrawn revolver, and likely continued internal cash flow
generation reflects a good liquidity profile, and also supports
the B1 CFR.  Although significant customer / product concentration
constrains rating upside, the significant revenue growth since
2006 -- stemming from substantial M4 carbine production rates for
the U.S. military -- underscores Colt's long-standing position as
a key U.S. military small arms manufacturer.  A substantial risk
facing the company is the potential of a competing assault rifle
model to replace the M4 as the standard issue U.S. military
carbine, which could, in turn, compromise the M4's foreign market
potential.

The stable outlook reflects the large worldwide installed base of
the M4 predecessor rifles (the M16) which may help ensure the M4's
eventual penetration into foreign militaries and law enforcement
agencies.  Though the U.S. Army has not yet sought an alternate M4
producer, a competing manufacturer could supply M4s within 12-18
months, now that Colt's exclusive M4 supply position to the U.S.
Army has expired.  As Colt progresses toward the September 2011 M4
Army contract expiration date, U.S. Army M4 orders will probably
decline.  Lower U.S. military orders may not be sufficiently
offset by Colt's revenues from the prospective foreign sales
pipeline.  Because Colt possesses the exclusive right to U.S.
Government Foreign Military Sales of M4s through 2047, outlook
stability will heavily depend on the M4's market penetration rate.

The B2 rating on the planned $225 million unsecured note issue
reflects the B1 probability of default rating and the effectively
junior position of the notes relative to the planned $50 million
senior secured revolving credit facility.  The notes, to be co-
issued by Colt Defense LLC and Colt Finance Corp. (a shell
subsidiary of Colt Defense LLC), would be guaranteed by the same
guarantors of Colt's planned $50 million revolver.

The ratings:

  -- Corporate family of B1 affirmed

  -- Probability of default of B1 affirmed

  -- $20 million senior secured revolving credit line due July
     2012 of Ba3 LGD 3, 36% affirmed, will be withdrawn following
     execution of the unsecured notes transaction

  -- $135 million senior secured term loan due July 2014 of Ba3
     LGD 3, 36% affirmed, will be withdrawn following execution of
     the unsecured notes transaction

  -- $225 million senior unsecured notes due 2017 expected to be
     assigned B2 LGD 4, 59%

Moody's last rating action on Colt occurred November 3, 2008, when
the corporate family rating was raised to B1 from B2.

Colt Defense LLC, headquartered in West Hartford, Connecticut,
manufactures small arms including the M4 carbine and M16 rifle for
the U.S. military, U.S. law enforcement agencies, and foreign
allied militaries.


COMSTOCK HOMEBUILDING: Enters Into Loan Modification with Keybank
-----------------------------------------------------------------
Comstock Homebuilding Companies, Inc., and certain of its units on
November 2 entered into a loan modification with Keybank National
Association, completing its efforts to modify all of the secured
loans that the Company has guaranteed.  The loan modification
amends an existing loan with a $22.8 million outstanding principal
balance secured by the Company's Eclipse condominium project and
the Company's planned Station View townhouse project in a manner
that will immediately provide Comstock with improved operating
cashflow from sales at the two properties.

The key terms of the modification increase the cash flow available
to Comstock through reduced principal payments required by Keybank
as condominium units are settled at the Eclipse project and
through the sale of the Station View project land.  The
modification reduces the curtailment requirement from 100% of net
proceeds to 85% of the net sales price of Eclipse condominium
units, providing Comstock with cash equal to 15% of the net sales
price as each condominium unit is delivered.  The loan
modification will be applied retroactively to all settlements
occurring on or after July 1, 2009, resulting in an immediate cash
infusion to Comstock.

The modification allows for continued receipt by Comstock of 15%
of the net sales price of Eclipse condominium units provided
Comstock satisfies certain conditions subsequent; including
meeting a minimum sales requirement of nine (9) units per quarter
on a cumulative basis, and satisfying certain other conditions
with respect to certain outstanding unsecured indebtedness of the
Company.  It will not be deemed a default under the loan should
Comstock fail to meet the Modification Covenants but may result in
a reversion to the unit release provisions as previously set forth
in the existing loan documents.

Recent sales at the Eclipse project have been sufficient to
position the Company to meet the Modification Covenants with
respect to unit sales through Q4 2009.  The Company also has
entered into a contingent contract covering the sale of the
Station View land and expects that, provided the conditions of
sale are met, the sale will be consummated in the first quarter of
2010.  The Company continues to work diligently on satisfying the
Modification Covenants related to the Company's unsecured
indebtedness.

The Modification also reduces the curtailment requirement
applicable to the Station View project; providing for the payment
of certain outstanding unsecured debts of the Company from the
sale proceeds generated through the sale of the Station View land
and thereafter reducing the curtailment requirement from 100% to
85% of the net sales price generated through the pending sale of
the Station View project land, subject to a minimum release price
to be paid to the Lender.

In exchange for the modified terms, Comstock agreed to adjust the
interest rate to the higher of LIBOR plus 5.0% or the prime rate
plus 2.0% subject to a LIBOR floor of 2.0%.  The interest reserve
provision of the loan was maintained providing Comstock a means
for payment of debt service on the loan as modified without
requiring operating cashflow to cover interest expenses.

"The agreement reached with Keybank provides us with an immediate
cash infusion and gets us very close to completing our plan for
stabilizing Comstock," said Christopher Clemente, Comstock's
Chairman and Chief Executive Officer.  "Sales at the Eclipse
project have improved this year, giving us reason to believe that
the terms of this loan amendment will facilitate ongoing enhanced
cashflow from operations.  This will help tremendously in our
effort to position Comstock to rebuild shareholder value.  We
expect to report results for the third quarter on or before
November 16, 2009, at which time we believe we will meet the
shareholder equity listing requirement applicable to the Nasdaq
Capital Markets.  These recent accomplishments and continuing
signs that the market downturn is easing in the Washington, D.C.
metropolitan area gives us reason to once again be optimistic
about our future."

                    About Comstock Homebuilding

Established in 1985, Comstock Homebuilding Companies, Inc.
(Nasdaq: CHCI) is a publicly traded, diversified real estate
development firm with a focus on a variety of for-sale residential
products.  The company currently actively markets its products
under the Comstock Homes brand in the Washington, D.C. and
Raleigh, N.C. metropolitan areas.  Comstock Homebuilding
Companies, Inc. trades on NASDAQ under the symbol CHCI.  For more
information on the Company or it projects please visit
http://www.comstockhomebuilding.com/

Comstock Homebuilding had total assets of $105,329,000 against
total debts of $104,904,000 as of June 30, 2009.


COYOTES HOCKEY: Court Approves $140 Million Sale Deal to NHL
------------------------------------------------------------
Judge Redfield T. Baum approved the sale of the Phoenix Coyotes to
the National Hockey League for $140 million.

Judge Baum signed the sale order after attorneys made minor
modifications to the deal.  None of the changes significantly
altered the NHL's agreement to pay about $140 million to buy the
team from owner Jerry Moyes, Bloomberg said.

The sale ends nearly six months of an often-bitter court battle
pitting the NHL against Moyes and Canadian billionaire Jim
Balsillie.

Jerry Moyes, the owner of the Phoenix Coyotes of the National
Hockey League, reached an agreement to sell the team to the NHL,
according to the Troubled Company Reporter on Oct. 29, 2009.

The parties reached a deal at a status hearing on the case on
October 26.  According to The Canadian Press, Mr. Moyes' lawyer
said the outgoing Coyotes owner struck the deal because the
expenses of running the team in bankruptcy were being paid from
the league's $140-million offer and he was left with few options
after his attempt to sell the team to Canadian Jim Balsillie was
rejected by the Bankruptcy Court.

Former coach Wayne Gretzky, who has a US$22.5 million claim in the
case, did not agree to the settlement.  Mr. Gretzky, however did
not file an objection to the sale.

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.

                        About Coyotes Hockey

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.


CROWN CASTLE: Fitch Assigns Issuer Default Ratings at 'BB-'
-----------------------------------------------------------
Fitch Ratings has assigned Issuer Default Ratings and long-term
debt ratings to Crown Castle International Corp. and its
subsidiaries:

CCIC

  -- IDR 'BB-';
  -- Senior Unsecured Debt 'B+'.

Crown Castle Operating Company

  -- IDR 'BB-';
  -- Senior Secured Credit Facility 'BB+'.

CC Holdings GS V LLC (GS V)

  -- IDR 'BB-';
  -- Senior Secured Notes 'BBB-'.

The Rating Outlook for CCIC and its subsidiaries is Positive.
Approximately $3.4 billion of debt is affected by Fitch's action.

CCIC's ratings are supported by the strong recurring cash flows
generated from its leasing operations, the robust EBITDA margin
that should continue to increase and the considerable scale of its
tower portfolio, thus leading to a much lower business risk
profile.  The strong industry fundamentals and expected growth in
demand for wireless services allow for sustainable growth in
operating performance and discretionary cash flow.  Accordingly,
Fitch expects the tower industry, including CCIC, to greatly
benefit from new amendments and lease up opportunities as
operators enhance network capabilities to support both its 3G and
4G networks.  Operators have aggressively subsidized smartphones,
netbooks and laptop cards to drive the rapid growth in broadband
data applications to stimulate the need for additional
enhancements to their networks.

CCIC has substantially improved its refinancing risk and liquidity
position since the beginning of 2009 due to almost $2.9 billion of
new debt issuance to address the nearer-term refinancings
associated with the Global Signal and Towers LLC securitizations.
In addition, CCIC has limited discretionary spending during 2009
to improve its liquidity.  Consequently current maturities through
2011 are relatively nominal and consist of annual term loan
amortization payments of 1% and amortization requirements
associated with the Crown Castle senior secured notes, series
2009-1.  However, CCIC does have interest rate swap agreements
with settlement dates ranging from December 2009 to November 2011.
The value of this obligation, which is based on the five-year
LIBOR swap rate, was $282 million at the end of the second quarter
of 2009.

In addition, CCIC has a combined $3.3 billion of secured 30-year
tower revenue notes with anticipated refinance date provisions
that in the event the issues are not repaid in full by the ARD,
all excess cash flow generated by the Towers LLC securitized
entity will be trapped.  The first ARD is in June 2010 for
$1.7 billion of secured notes.  The second ARD date is in November
2011 for $1.6 billion of secured notes.  While CCIC has indicated
its intentions to refinance the debt before the ARD, if an ARD was
triggered, Fitch believes the company could generate sufficient
cash flow from its other entities that CCIC could adequately
service its expense obligations and invest in necessary capital
requirements.

CCIC has a secured credit facility with $635 million remaining on
a term loan that matures in 2014 and a $188 million revolving
facility due January 2010 that was undrawn as of the second
quarter 2009.  CCIC has considerable cushion under the credit
agreement financial maintenance covenants, which includes
consolidated CCOC leverage, consolidated CCIC interest coverage
and debt service coverage ratios for the securitization entities.
Outside of a cash trap situation, which Fitch views as unlikely at
this time, CCIC has significant flexibility in moving cash between
subsidiaries.  CCIC's credit agreement also effectively limits new
incremental secured debt, absent a refinancing, at its operating
entities.

Cash was $177 million as of the second quarter of 2009.  Free cash
flow for the first six months of 2009 was approximately $200.
CCIC has shown significant flexibility in prioritizing the use of
its discretionary cash flow depending on its strategic
initiatives.  While management has indicated that further material
debt reduction is not likely, Fitch expects CCIC will improve its
credit profile and naturally delever through increased cash
generation.  CCIC has indicated a commitment for a targeted
leverage ratio within the 5 times (x)-7x range and interest
coverage of at least two times.  Fitch believes CCIC will likely
operate toward the lower end of the targeted range based on
expectations for growth in cash flow.  Consequently, the Positive
Outlook reflects Fitch's leverage expectations, that on a run rate
basis, leverage will improve to approximately 5.5x by the end
2010.  Since the company has made significant progress on
refinancing its capital structure and preserving its liquidity
during 2009, Fitch believes CCIC over time will begin to increase
the level of land purchases and share repurchases funded through
discretionary cash flow.  Purchases of land and stock for the
first six months of 2009 were $6 million compared with
$145 million a year ago.

The 'BBB-' rating for the secured debt at GS V reflects the
superior recovery and over-collateralization of the debt at the
operating company level.  The ratings for the secured credit
facility at CCOC reflect the lower collateral support from its
pledged assets as well as expected benefits from the over-
collateralization of the secured assets at Towers LLC, GS V and
Global Signal Holdings III LLC.  The ratings of the unsecured debt
at the holding company level reflect the structural subordination
and limited recovery prospects within the capital structure.  As
the capital structure evolves through refinancing activities at
Towers LLC, Fitch believes over time this could lead to improved
recovery prospects and ratings upgrade for the unsecured debt at
CCIC.  The distinction in rating differences between Fitch's
existing structured and new corporate debt ratings reflects the
structural enhancements with the CMBS issuances, including the
protection of interest payments during a bankruptcy process.


CRUSADER ENERGY: Stockholders Seek Probe on Diminished Value
------------------------------------------------------------
Michael Bathon at Bloomberg News reports that stockholders of
Crusader Energy Group Inc. have asked the Bankruptcy Court to
appoint examiner to probe how the Company allegedly lost $1.5
billion in value.

According to the report, Crusader Energy, the shareholders noted,
had had oil and natural- gas reserves worth $1.9 billion as of
Sept. 30, 2008, but the reserves have since been depleted.
Crusader has "offered no explanation for how more than $1.5
billion in value disappeared in a matter of months," lawyers for
the stockholders said.  "An examiner should investigate and
explain this perplexing decline in value."

               SandRidge Sale and Chapter 11 Plan

The Bankruptcy Court has authorized Crusader Energy Group to sell
substantially all assets at an auction where SandRidge Energy,
Inc., would be the lead bidder.  All bids for the Debtors' assets
must be filed no later than 4:00 p.m., on Nov. 6, 2009, to Vinson
& Elkins LLP at Trammell Crow Center, 2001 Ross Avenue, Suite 3700
in Dallas, Texas.  In addition, bid must provide for an aggregate
consideration valued as determined in the sole and absolute
discretion of the Debtors, of at least $500,000 greater than the
sum of (i) $7 million; (ii) the cash consideration under the stock
purchase agreement; and (iii) $186 million.  The Debtors will
conduct an auction on Nov. 13, 2009, at 9:30 a.m.

According to the Troubled Company Reporter on Sept. 30, 2009,
SandRidge Energy has agreed purchase all of the shares of common
stock of reorganized Debtors, pursuant to the stock purchase
agreement, for:

   -- $55 million in cash, subject to certain adjustments,
      including reduction by approximately $90,000 per day from
      and after Sept. 1, 2009, up to but excluding the Closing
      Date;

   -- 13,015,797 shares of SandRidge common stock, par value
      $0.001 per share, subject to certain adjustments; and

   -- warrants to purchase an aggregate of 2.0 million shares of
      SandRidge Common Stock at an exercise price of $15.00 per
      share during an exercise period ending five years after the
      closing date of the transactions contemplated under the
      Purchase Agreement.

The Cash Consideration will be paid to the liquidating trust
created under the plan of reorganization filed by the Crusader
Entities in the Bankruptcy Court on Sept. 22, 2009.  Recipients of
the Stock Consideration and warrants will not be permitted to
dispose of such Stock Consideration or warrants for 180 days after
the Closing Date.

Deutsche Bank Securities advised SandRidge on the transaction.
Jefferies & Company, Inc., advised Crusader.

                       About Crusader Energy

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. (Pink
Sheets: CKGRQ) -- http://www.ir.crusaderenergy.com/-- explores,
develops and acquires oil and gas properties, primarily in the
Anadarko Basin, Williston Basin, Permian Basin, and Fort Worth
Basin in the United States.  It has working interests in more than
1,000 wells.

Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31797).  The Debtors' financial condition as of
September 30, 2008, showed total assets of $749,978,331 and
total debts of $325,839,980.

Beth Lloyd, Esq., Richard H. London, Esq., and William Louis
Wallander, Esq., at Vinson & Elkins, L.L.P., represent the
Debtors as counsel.  Jefferies & Company, Inc. acts as financial
adviser to Crusader in its Chapter 11 reorganization.  BMC Group
Inc. is claims and notice agent.  Holland N. Oneil, Esq., Michael
S. Haynes, Esq., and Richard McCoy Roberson, Esq., at Gardere,
Wynne & Sewell, represent the official committee of unsecured
creditors as counsel.


CYCLACEL PHARMACEUTICALS: Receives Deficiency Notice From Nasdaq
----------------------------------------------------------------
Cyclacel Pharmaceuticals, Inc. on October 30 disclosed that it
received a Nasdaq Staff Deficiency Letter on October 27, 2009
indicating that the Company fails to comply with the minimum bid
price requirement for continued listing set forth in Marketplace
Rule 5450(a)(1).  The letter gives Cyclacel notice that the
Company's bid price of its common stock has closed under $1.00 for
the last 30 business days.

The Nasdaq notice has no effect on the listing of the Company's
common stock at this time.  Pursuant to Nasdaq Marketplace Rule
5810(c)(3)(A), the Company has an initial period of 180 calendar
days, or until April 26, 2010, to regain compliance.  The letter
states the Nasdaq staff will provide written notification that the
Company has achieved compliance with Rule 5450(a)(1) if at any
time before April 26, 2010, the bid price of the Company's common
stock closes at $1.00 per share or more for a minimum of 10
consecutive business days.

If the Company cannot demonstrate compliance with Rule 5450(a)(1)
by April 26, 2010, it may transfer its listing to The Nasdaq
Capital Market if it meets the initial listing criteria set forth
in Nasdaq Marketplace Rule 5505, except for the bid price
requirement.  In that case, it may have an additional 180 calendar
day compliance period in which to comply with the minimum bid
price requirement.  The Company currently meets these initial
listing criteria.  Otherwise, the Nasdaq staff may begin the
process to have the Company's securities delisted.  At that time,
the Company may appeal the Nasdaq staff's determination to delist
its securities to a Listing Qualifications Panel.

                  About Cyclacel Pharmaceuticals

Cyclacel Pharmaceuticals Inc. -- http://www.cyclacel.com/-- is a
diversified biopharmaceutical company dedicated to the discovery,
development and commercialization of novel, mechanism-targeted
drugs to treat human cancers and other serious disorders.
Cyclacel's strategy is to build a diversified biopharmaceutical
business focused in hematology and oncology based on a portfolio
of commercial products and a development pipeline of novel drug
candidates.


DANIEL ABELMAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Daniel Abelman
        24 Oakland Street
        Lexington, MA 02420

Bankruptcy Case No.: 09-20598

Chapter 11 Petition Date: November 2, 2009

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

Judge: William C. Hillman

Debtor's Counsel: Nina M. Parker, Esq.
                  Parker & Associates
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781)729-0187
                  Email: nparker@ninaparker.com

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

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

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

The petition was signed by Mr. Abelman.


DAVID HERNDON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: David Herndon
               Michelle Burnett Herndon
               901 Randolph Avenue
               Milton, MA 02186

Bankruptcy Case No.: 09-20618

Chapter 11 Petition Date: November 2, 2009

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

Judge: Joan N. Feeney

Debtor's Counsel: Paul D. McCarthy, Esq.
                  McCarthy and Malloy
                  80 Sandra Lane
                  North Andover, MA 01845
                  Tel: (978) 975-4190
                  Fax: (866) 843-6431
                  Email: lawoffice@mccarthyandmolloy.com

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

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

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

The petition was signed by the Joint Debtors.


DELTA AIR: Flight 188 Pilots Licenses Revoked by FAA
----------------------------------------------------
The decision of the Federal Aviation Administration on
October 28, 2009, to revoke the licenses of Captain Timothy Cheney
and First Officer Richard Cole -- the pilots aboard Northwest
Airlines Corp. Flight 188 -- led to the Air Line Pilots
Association to begin complaining and planning a response, Andy
Pasztor of The Wall Street Journal reported.

To recall, two pilots of Northwest Flight 188 were investigated
on whether they "dozed off or were simply distracted" when they
fell out of contact with air-traffic controllers for 78 minutes
on October 21, 2009, and overshot their destination by 150 miles.
The pilots reasoned out that "they were distracted at cruise
altitude between San Diego and Minneapolis-St. Paul," according
to a public release by the National Transportation Safety Board.

The FAA revoked the pilots' licenses but clarified that they
eventually could reapply for certification to fly, Bloomberg News
reported.

The NTSB specified that according to the pilots, "there was a
concentrated period of discussion where they did not monitor the
airplane or calls from ATC even though both stated they heard
conversation on the radio . . . neither pilot noticed messages
that were sent by company dispatchers . . . both said they lost
track of time . . . (and) each pilot accessed and used his
personal laptop computer while they discussed the airline crew
flight scheduling procedure," according to parent company Delta
Air Lines.

ALPA opined that the FAA's revocation of the pilots' licenses
"threatens to disrupt voluntary safety-reporting programs used by
many carriers."  ALPA explained that the decision violates
"voluntary incident reporting and data-sharing arrangements" in
place at Northwest parent Delta and other airlines," according to
the report.

Delta, as Northwest's parent company, also issued on October 26,
2009, an official statement regarding the company's cooperation
with the FAA in the investigation of the incident.  Delta noted
that along with its Northwest operating subsidiary, it "continues
to openly and fully cooperate with the NTSB and FAA to complete
the investigation."

Using laptops or engaging in activity unrelated to the pilots'
command of the aircraft during flight is strictly against the
airline's flight deck policies and violations of that policy will
result in termination, Delta's statement added.

"Nothing is more important to Delta than safety.  We are going to
continue to cooperate fully with the NTSB and the FAA in their
investigations," Delta CEO Richard Anderson said in his official
statement.

The pilots "didn't act like professionals, and the carrier
doesn't condone their behavior," Mr. Anderson told Bloomberg.

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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


DELTA AIR: Steps Up Talks With JAL for Possible Alliance
--------------------------------------------------------
Delta Air Lines Inc. has hired investment bank Goldman Sachs
Group Inc. and public relations firm Fleishman-Hillard as its
advisor on "a possible alliance with Japan Airlines Corp.,"
people familiar with the negotiations told The Wall Street
Journal, indicating Delta's strengthened efforts to tie-up with
the ailing company.

Delta officers and executives are slated to visit Japan during
the first week of November 2009 to discuss the situation.
Similarly, American Airlines' parent AMR Corp.'s representatives
have been in Tokyo in October for separate talks with JAL, with
more executives scheduled to arrive in coming weeks, according to
the report.

Delta is reportedly eyeing to infuse "a couple hundred million
dollars" in JAL in exchange for a stake in Asia's largest airline
by revenue.  JAL is seeking a capital injection of "about
JPY50 billion" from Delta, according to reports.

JAL also confirmed on-going negotiations with AMR, and indicated
that British Airways and the Australian carrier Qantas Airways
are also potential investors.

JAL had said it may consider "a breakup of the company along with
a range of other options."  A special team was launched to draw
up restructuring plans for JAL by the end of November 2009.

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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


DELTA AIR: Stipulation Resolving MMA & MDE's Claims Approved
------------------------------------------------------------
Judge Cecilia Morris approved the stipulation among the Delta Air
Lines Inc., the Maryland Aviation Administration and the Maryland
Department of the Environment filed with respect to Claim Nos.
4650 and 4651.

The Maryland Aviation Administration filed an unsecured non-
priority Claim No. 4650 against Delta for $23,343,868 for damages
resulting from the alleged release of allegedly hazardous
materials at the Baltimore/Washington International Airport
airport fuel farm formerly leased to Delta.

The Maryland Department of the Environment filed Claim No. 4651
against Delta asserting the same amount and priority, and on the
same basis, as the MAA claim.  In October 2007, MDE transferred
the MDE Claim to MAA.  Accordingly, MAA now holds both the MDE
Claim and the MAA Claim.

To resolve the Claims, Delta and MAA agreed that:

  (1) in full and final satisfaction of the Claims, (i) the MAA
      Claim will be deemed reduced to, and allowed as, a non-
      priority general unsecured claim against Delta for
      $3,250,000, (ii) the MDE Claim will be deemed
      satisfied and expunged, and (iii) the Reorganized Debtors'
      claims agent will be authorized and directed, without the
      need for any further Court order, to amend the claims
      register to reflect the effect of the Stipulation.

  (2) MAA may seek satisfaction of the Claims only as set forth
      in the Plan, and that in no event will the Reorganized
      Debtors be liable to MAA with respect to the Claims or the
      obligations giving rise to the Claims.

  (3) MAA fully discharges the Reorganized Debtors from the
      Claims.

The Stipulation will not be deemed an admission of liability on
the part of the Reorganized Debtors with respect to the Claims.

The parties ask Judge Morris to approve their stipulation.

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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


DENBURY RESOURCES: Encore Merger Deal Cues Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings for Denbury
Resources, Inc.'s under review for possible downgrade.

This action is in response to the announcement that Denbury and
Encore Acquisition Company have entered into a definitive merger
agreement pursuant to which Denbury will acquire Encore in a
transaction valued at approximately $4.5 billion.  The ratings
under review are Denbury's Ba3 Corporate Family Rating, the Ba3
Probability of Default Rating, and B1 (LGD 4, 69%) rating on the
senior subordinated notes.  Simultaneously, Moody's placed the
ratings for Encore under review for possible downgrade.  The
ratings under review are Encore's Ba3 CFR, Ba3 Probability of
Default Rating, its B1 (LGD 5, 74%) rating on its senior
subordinated notes, and shelf ratings.

"The review for downgrade reflects Denbury's significantly higher
pro forma leverage" said Ken Austin, Senior Credit Officer at
Moody's.  "While the combined company will have much greater scale
and increases Denbury's portfolio of reserves with tertiary
recovery potential, the additional debt being incurred for the
acquisition will push leverage to among the highest for similarly
rated peers."

On a pro forma basis, debt to proven developed (PD) reserves will
be over $13/boe, including Moody's standard adjustments and before
any asset sales.  On a flowing barrel basis, debt/average daily
production will be over $40,000 b/d.  Although Denbury has
indicated that it will look to sell approximately $500 million of
non-core assets, the details of those assets and timing of
proceeds are still unknown at this time.

The review will include an assessment of contemplated asset sales.
Moody's will evaluate the impact on leverage, reserves and
production, the amount and timing of proceeds, as well as the
impact on cash flows.  In addition, Moody's will review the
company's integration plan and its capital spending for 2010 and
whether this will be funded within cash flow.  Moody's will also
evaluate the allocation of that capital program to determine the
impact on the company's overall profile.

Under the terms of the definitive agreement, Encore stockholders
will receive $50.00 per share for each share of Encore common
stock, comprised of $15.00 in cash and $35.00 in Denbury common
stock subject to both an election feature and a collar mechanism
on the stock portion of the consideration.  At close, Denbury's
shareholders will own approximately 67% of the combined company
with Encore shareholders owning the remaining 33%.  Denbury's
management and board of directors will remain in place.

The total purchase price is $2.8 billion for Encore's equity,
$0.4 billion for the minority interest in Encore Energy Partners,
L.P.  plus the assumption/refinancing of approximately $1.3
billion of Encore and ENP debt.  While Moody's believes that
Denbury is paying a high multiple of an estimated $104,651 of
daily flowing production and $25.45/boe, given the complimentary
and suitable nature of the Encore reserves for Denbury's CO2 EOR
focus, it is not unexpected.

Moody's last rating action for Denbury was on February 10, 2009,
at which time Moody's assigned ratings to its new notes offering
and affirmed existing ratings.  The last rating action for Encore
was on June 29, 2009 when Moody's commented that the company's
announced property acquisitions had no effect on Encore's ratings.

Denbury Resources, Inc., is headquartered in Plano, Texas, and is
engaged in the exploration, production, acquisition, and
exploitation of oil and natural gas.

Encore Acquisition Company is an independent exploration and
production company headquartered in Fort Worth, TX.


DENBURY RESOURCES: S&P Affirms Corporate Credit Rating at 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on Denbury Resources Inc. "The
affirmation follows Denbury's announcement that it plans to
acquire Encore Acquisition Co. in a transaction valued at
$4.5 billion," said Standard & Poor's credit analyst David
Lundberg.  The outlook remains negative.  At the same time, S&P
placed S&P's ratings on Encore, including the 'BB-' corporate
credit rating, on CreditWatch with positive implications.

Denbury announced yesterday that it would acquire Encore in a
transaction valued at $4.5 billion, including the assumption of
debt and the value of Encore's ownership in Encore Energy Partners
LP.  Encore shareholders will receive $50 per share, consisting of
$35 per share of Denbury stock and $15 per share of cash.
Completion of the transaction is subject to shareholder votes at
Denbury and Encore, and regulatory and other customary approvals.
The transaction is expected to be completed in first quarter of
2010.

The negative outlook reflects Denbury's aggressive pro forma
financial leverage and its need to reduce debt to remain at the
current rating level.  S&P will consider a downgrade to 'BB-' if
the company does not take steps to reduce financial leverage in
2010.  Specifically, S&P would expect FFO to debt to approach 20%
next year.  The most significant factors which will influence
Denbury's ability to delever are crude oil prices, asset sales,
and the relative size of its 2010 capital budget.  S&P does not
anticipate an upgrade in the near future.


DENNY'S CORP: Posts $10.03 Million Net Income for Q3 2009
---------------------------------------------------------
Denny's Corporation reported net income of $10,033,000 for the
quarter ended September 30, 2009, from net income of $10,562,000
for the quarter ended September 24, 2008.  The Company posted net
income of $23,676,000 for the nine months ended September 30,
2009, from net income of $17,837,000 for the nine month-period
ended September 24, 2008.

Total operating revenue was $146,064,000 for the quarter ended
September 30, 2009, from $189,275,000 for the quarter ended
September 24, 2008.  Total operating revenue was $467,637,000 for
the nine months ended September 30, 2009, from $575,543,000 for
the nine month-period ended September 24, 2008.

As of September 30, 2009, Denny's had Total Assets of $330,718,000
against Total Liabilities of $477,448,000, resulting in
Shareholders' Deficit of $146,730,000.  Denny's September 30, 2009
balance sheet also showed strained liquidity with Total Current
Assets of $65,889,000, including $29,886,000 of cash and cash
equivalents, against Total Current Liabilities of $95,790,000.

In its quarterly report on Form 10-Q, Denny's said, "Our working
capital deficit was $29.9 million at September 30, 2009 compared
with $53.7 million at December 31, 2008.  The decrease in working
capital deficit resulted primarily from the sale of company-owned
restaurants to franchisees during 2008 and 2009.  We are able to
operate with a substantial working capital deficit because (1)
restaurant operations and most food service operations are
conducted primarily on a cash (and cash equivalent) basis with a
low level of accounts receivable, (2) rapid turnover allows a
limited investment in inventories, and (3) accounts payable for
food, beverages and supplies usually become due after the receipt
of cash from the related sales."

Denny's continued its strategic initiative to increase franchise
restaurant development through the sale of certain company
restaurants.  During the third quarter, the company sold seven
restaurants to four franchisee operators under FGI bringing the
number sold since the program began in early 2007 to 268 or 52% of
the pre-FGI company restaurants.

Denny's ended the third quarter of 2009 with a system mix of 83%
franchised and licensed restaurants and 17% company restaurants
compared with 66% franchised and licensed restaurants and 34%
company restaurants before the FGI program began in the first
quarter of 2007.

Year-to-date 2009, the sale of company restaurant operations and
other real estate assets generated net sales proceeds of $22.4
million of which $20.7 million was received in cash and the
remaining $1.7 million in the form of notes receivable.  The
majority of cash proceeds were used to reduce debt by $22.0
million during the first three quarters of 2009.

Nelson Marchioli, President and Chief Executive Officer, stated,
"We continue to execute towards our strategic goals of building
new units, refranchising company units, paying down debt, and
growing profitability. Our ability to accomplish these goals
despite the on-going same-store sales challenges faced by the
industry and Denny's is evidence of the strength of the Denny's
brand."

"Although we are making progress towards our strategic goals, our
sales trends must improve.  Denny's is focused on driving sales by
delivering new and craveable products at an affordable price and
with great guest service.  We are confident our focus, which
includes strengthened communication with our target customers,
will drive improvement to guest counts over time."

Based on year-to-date results and management's expectations at
this time, Denny's updated its financial guidance for full-year
2009 relative to the guidance given in its fourth quarter 2008
earnings release on February 18, 2009.

Mark Wolfinger, Executive Vice President, Chief Administrative
Officer and Chief Financial Officer,  stated, "Denny's updated
fiscal 2009 full year guidance reflects the top line sales
challenge that the industry and Denny's continues to confront.
Furthermore, the material benefits Denny's has derived by its
ongoing transition to a franchised focused business model are also
incorporated and include a stronger new unit development pipeline
as well as a more predictable and consistent ability to grow
profitability."

A full-text copy of Denny's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?482b

A full-text copy of Denny's earnings release is available at no
charge at http://ResearchArchives.com/t/s?482c

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- is one of America's largest full-
service family restaurant chains, consisting of 1,289 franchised
and licensed units and 256 company-owned units, with operations in
the United States, Canada, Costa Rica, Guam, Mexico, New Zealand
and Puerto Rico.


E*TRADE FIN'L: Withdraws Request for Funding at OTS
---------------------------------------------------
The Office of Thrift Supervision recently requested that E*TRADE
Financial Corporation declare its intentions with respect to the
Company's application to participate in the Capital Purchase
Program under the Emergency Economic Stabilization Act of 2008.

In light of the funding received from the Company's recent capital
raising activities and the reduction in interest bearing
indebtedness resulting from the recent debt exchange transactions,
the Company withdrew its application on October 30, 2009.

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

                      About E*TRADE Financial

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

                          *     *     *

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


EDGEWATER REALTY INC: Case Summary & 12 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Edgewater Realty, Inc.
        1524 Twin Valley Trail
        Lithonia, GA 30058

Bankruptcy Case No.: 09-89331

Chapter 11 Petition Date: November 2, 2009

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

Debtor's Counsel: Stephen J. Sasine, Esq.
                  Suite 200, 5491 Roswell Road
                  Atlanta, GA 30342
                  Tel: (404) 256-7623
                  Email: sasinelaw@bellsouth.net

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

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

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

         http://bankrupt.com/misc/ganb09-89331.pdf

The petition was signed by Lisa D. Smith, president of the
Company.


EQUIPMENT ACQUISITION: List of 20 Largest Unsec. Creditors
----------------------------------------------------------
Equipment Acquisition Resources, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of Illinois a list of
20 largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/deb09-39937.pdf

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
filed for Chapter 11 bankruptcy protection on October 23, 2009
(Bankr. N.D. Ill. Case No. 09-39937).  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.


EQUIPMENT ACQUISITION: Hires Arnstein & Lehr as Bankruptcy Counsel
------------------------------------------------------------------
Equipment Acquisition Resources, Inc., has sought permission from
Bankruptcy Judge John H. Squires to hire Barry A. Chatz,
Konstantinos Amiros, Miriam R. Stein, Robert A. McKenzie, and the
law firm of Arnstein & Lehr LLP as bankruptcy counsel.

A&L will, among other things:

     -- negotiate the terms of the Debtor's use of cash collateral
        with its secured creditors;

     -- pursue confirmation of a plan and approval of a disclosure
        statement;

     -- prepare necessary applications, motions, answers, orders,
        reports and other legal papers; and

     -- assist the Debtor with the disposition of its assets

A&L will be paid in these rates:

      Professional                Hourly Rate
      ------------                -----------
     Barry A. Chatz                  $580
     Konstantinos Armiros            $535
     Miriam R. Stein                 $430
     Robert A. McKenzie              $265
     Becky L. Sutton (paralegal)     $215

Konstantinos Armiros, a partner with A&L, assures the Court that
A&L does not have interests adverse to the interest of the
Debtors' estates or of any class of creditors and equity security
holders.  Mr. Armiros maintains that A&L is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code.

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
filed for Chapter 11 bankruptcy protection on October 23, 2009
(Bankr. N.D. Ill. Case No. 09-39937).  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.


EQUIPMENT ACQUISITION: Taps Dev't Specialists as Financial Advisor
------------------------------------------------------------------
Equipment Acquisition Resources, Inc., has sought the permission
of the Hon. John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois to employ Development Specialists,
Inc., to render financial advisory services necessary to the
effective administration of the Debtor's estate.

DSI will, among other things:

     -- evaluate the business operations of the Debtor and counsel
        the Debtor with respect to the administration of the
        bankruptcy estate;

     -- investigate the acts, conduct, assets, liabilities, and
        financial condition of the Debtor, the operation of the
        Debtor's business, and any other matters relevant to the
        case or to the formulation of a plan of reorganization;
        and

     -- assist in the preparation of motions, answers, orders,
        reports, and other legal papers in connection with the
        administration of the bankruptcy estate.

DSI says that it will be compensated for the work of William A.
Brandt, Jr., of DSI, the Debtor's chief restructuring officer.
Mr. Brandt won't be separately compensated by the Debtor for his
work as chief restructuring officer.

DSI will be paid these rates:

      Professional                Hourly Rate
      ------------                -----------
     Senior Consultants           $425-$595
     Consultants                  $250-$420
     Junior Consultants           $120-$245

The Debtor is asking the Court for an interim authorization to
retain DSI pursuant to Bankruptcy Rule 6003, and a final order to
be entered on or about the 20th day after the Company filed for
Chapter 11 bankruptcy protection.  The Debtor says that retention
of DSI prior to the 20-day period is necessary given the size of
the case, and the extensive work which is needed to be done during
the first 20 days of the case in order to preserve the assets of
the estate for the benefit of the creditors.

Mr. Brandt, DSI's president, assures the Court that DSI does not
have interests adverse to the interest of the Debtors' estates or
of any class of creditors and equity security holders.  Mr. Brandt
maintains that DSI is a disinterested person as the term is
defined under Section 101(14) of the Bankruptcy Code.

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
filed for Chapter 11 bankruptcy protection on October 23, 2009
(Bankr. N.D. Ill. Case No. 09-39937).  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.


EQUIPMENT ACQUISITION: Wants Filing of Schedules Moved to Nov. 24
-----------------------------------------------------------------
Equipment Acquisition Resources, Inc., has asked the Hon. John H.
Squires of the U.S. Bankruptcy Court for the Northern District of
Illinois to extend the deadline for the filing of the Company's
schedules and statements of financial affairs until November 24,
2009.  The filing deadline of Equipment Acquisition's schedules is
on November 7, 2009.

The Debtor says that completion of its schedules and statement
requires the collection, review, and assembly of a large volume of
information and that it will need additional time to review the
records and compile the necessary information to complete the
bankruptcy schedules and statement of financial affairs.  William
A. Brandt, Jr., of Development Specialists, Inc., the Debtor's
chief restructuring officer, will require additional time to
prepare the schedules and statement of financial affairs on behalf
of the Debtor.  Mr. Brandt was elected as the sole member of the
board of directors and as the chief restructuring officer, after
the members of the Company's board of directors and its officers
resigned on October 8, 2009.

The Debtor assures that no party will be unduly prejudiced by the
request for an extension and that the schedules and statement of
financial affairs will be filed a week before the December 1, 2009
meeting of creditors to give creditors time to complete a full
review of the documents.

A hearing on the Debtor's request for the schedules filing
extension is set for November 5, 2009, at 9:30 a.m.

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
filed for Chapter 11 bankruptcy protection on October 23, 2009
(Bankr. N.D. Ill. Case No. 09-39937).  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.


ETHAN ALLEN: S&P Downgrades Corporate Credit Rating to 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit and senior unsecured debt ratings on Ethan Allen
Interiors Inc. to 'B+' from 'BB'.  The outlook is negative.

At the same time, S&P lowered the rating on the company's wholly
owned subsidiary's (Ethan Allen Global Inc.) $200 million senior
unsecured notes due 2015 , to 'B+' from 'BB', while the recovery
rating remains a '3', indicating S&P's expectation for meaningful
(50% to 70%) recovery in the event of a payment default.

"The rating actions follow the company's very weak operating
results in recent quarters and credit protection measures that are
well below S&P's prior expectations," said Standard & Poor's
credit analyst Rick Joy.  Although the company has taken actions
to reduce operating expenses and strengthen its competitive
position, S&P believes near-term operating performance may decline
further, given the current weak economy and S&P's expectation for
continued challenges in the North American residential furnishings
industry.  As of Sept. 30, 2009, the company had about
$203 million of total funded debt, excluding operating lease
obligations.

The ratings on Ethan Allen reflect the company's vulnerability to
reduced discretionary spending in an economic downturn and its
exposure to the highly competitive residential furnishings
industry.  S&P believes Ethan Allen benefits from its brand
strength and dedicated retail distribution network.  However, the
impact of continued weakness in the housing market on the
furniture industry remains a significant rating concern.

Ethan Allen is one of the largest manufacturers and retailers of
home furnishings and accessories in the U.S.  As a vertically
integrated company, Ethan Allen designs, manufactures, sources,
distributes, and sells a full range of home furnishings under the
well-recognized Ethan Allen brand.  The company's products are
sold through a dedicated international network of 300 retail
stores, which S&P believes provides a competitive advantage.
Although the company maintains a leading market position with a
strong brand in the highly fragmented residential furnishings
industry, S&P believes housing market weakness and reduced
consumer spending on furniture have pushed down sales in the past
two years.  Sales for the first quarter of fiscal 2010 ended
Sept. 30, 2009, declined nearly 34%, but the rate of decline did
moderate somewhat from the declines in the second half of fiscal
2009.  Overall, for the 12 months ended Sept. 30, 2009, sales were
down 35%.

S&P believes Ethan Allen will continue to face a challenging
operating environment, given the weak U.S. housing market and
economy.  In light of S&P's expectation for continued weakness,
S&P believes existing very weak credit measures could deteriorate
further in the near term.  S&P would consider a lower rating if
the company's operating performance and credit measures
substantially weaken further, and/or if the company's liquidity is
materially pressured.  Although less likely over the near term,
S&P could revise the outlook to stable if Ethan Allen can
stabilize operating results, improve margins, and materially
improve credit measures from current levels.


EUROFRESH INC: Expects to Exit Bankruptcy in Late November
----------------------------------------------------------
The U.S. Bankruptcy Court Judge Charles G. Case II has confirmed
reorganization plan of Eurofresh Inc. and Eurofresh Produce Ltd.
The Debtors expect to exit from Chapter 11 bankruptcy protection
in late November.

Western Farm Press relates that the Debtors settled with the
majority of their existing debt holders to convert more than
$200 million of debt into equity as part of their recapitalization
process.  Under the agreement, the Debtors will receive $35
million in new capital to repay debt and ensure financial
stability to continue investing in strategic capital expenditures.

The Troubled Company Reporter said on Oct. 1, 2009, under the
Plan, holders of existing credit facility secured claims,
miscellaneous secured claims, and convenience claims are expected
to receive 100% recovery.  Holders of general unsecured claims and
senior noteholder claims are expected to get between 5% and 7%
recovery under the plan.  The Debtors do not expect any
distribution to holders of discount noteholder claims,
subordinated debt securities claims and holders of equity
interests.  According to the explanatory disclosure statement,
claimants will receive these distributions under the Plan:

    i) holders of existing credit facility secured claims -- debt
       of $50 million secured by a blanket lien on substantially
       all assets of Eurofresh pursuant to a Credit and Guaranty
       Agreement dated as of March 25, 2008, signed by Silver
       Point Finance, LLC, as agent -- will receive a principal
       reduction payment of $7.5 million of the outstanding
       obligations under the existing credit documents and a
       rollover of all remaining obligations under the existing
       credit documents, to the extent allowed, into a new credit
       facility;

   ii) holders of miscellaneous secured claims will, on the
       effective date, either be reinstated, paid in full in cash
       or satisfied by the return of collateral;

  iii) holders of allowed convenience claims will receive the
       lesser of the allowed general unsecured claims of the
       holder or $1,000 paid in cash;

   iv) holders of allowed general unsecured claims will receive
       cash payments in an amount equal to the holder's pro rata
       share of the general unsecured claim fund; and

    v) holders of allowed senior noteholder claims will receive
       their pro rata share of:

         a) $10.0 million in face amount of PIK preferred stock;

         b) one million shares of New Common Stock; and

         c) certain proceeds of reserved shares under certain
            circumstances.

The Plan will be funded by new money financing and the issuance of
new common stock and PIK stock.  A total of $12.5 million in new
financing will be provided by Johan van den Berg and certain
noteholders -- holders of the $170,000,000 of 11-1/2% senior notes
due in 2013 issued by Eurofresh prepetition.  The $7.5 million of
the new money financing will be applied to reduce the principal
amount under the Existing Credit Documents and $5 million of which
will be used for working capital of Reorganized Eurofresh.

Bio Dynamics B.V./S.a.r.L., a Luxembourg company, company, which
is an affiliate, and under the direction, of Johan van den Berg,
will receive 40% of the stock of reorganized Eurofresh, the
Investing Noteholders 40%, 10% to Senior Noteholders and the
remaining 10% to be held in reserve.

A full-text copy of the disclosure statement explaining the Plan
is available for free at http://ResearchArchives.com/t/s?3df6

A full-text copy of the Plan of Reorganization is available for
free at http://ResearchArchives.com/t/s?3df7

                       About Eurofresh Inc.

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.


EUROFRESH INC: Has Access to Cash Collateral Until November 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized,
on a sixth interim basis, Eurofresh, Inc., and affiliate Eurofresh
Produce Ltd. to:

   a) use cash securing repayment of prepetition creditors loan
      until Nov. 30, 2009; and

   b) grant adequate protection to prepetition secured parties.

A final hearing on the third renewed motion is yet to be
scheduled.

Commencing on Oct. 28, 2009, and ending on Nov. 20, 2009, the
Debtors are authorized to use $14,202,000 of cash collateral,
including adequate protection payments, consistent with the fifth
revised budget for the sixth cash collateral period.

The Debtors related that the cash collateral is necessary,
essential, and appropriate for the Debtors to continue the orderly
operation of their businesses, well as to ease customer, supplier
and vendor concerns regarding their financial stability.

The replacement liens granted to the secured parties in the
prepetition collateral will have the same priority and validity.
The secured parties are also granted an allowed administrative
expense claim against the Debtors and their estates, which claim
will have priority over all other claims for costs or claims.

As additional adequate protection to the collateral agent and
prepetition creditors, on the effective date of the Debtors' First
Amended Joint Plan of Reorganization, the Debtors will pay to the
collateral agent, for the ratable benefit of prepetition
creditors, which will be accrued during the sixth cash collateral
period: (a) any outstanding adequate protection payments payable
under the first interim order, second interim order, the third
interim order, the fourth interim order or the fifth interim
order; (b) an amount equal to interest on the prepetition loan
obligations at the non-default rate as calculated in the
prepetition loan documents plus any letter of credit fees, which
amount will be accrued weekly in arrears commencing on Oct. 30,
2009; (c) an amount equal to Fixed rent and variable rent due
under the prepetition capital lease documents which amount will be
accrued weekly in arrears commencing on Oct. 30, 2009; and (d) an
amount equal to the reasonable postpetition fees and expenses of
the administrative agent and prepetition creditors incurred in
connection with these cases or the prepetition credit obligations
or in the protection of prepetition lenders rights and interests
in the collateral and the prepetition credit documents.

The Debtors' authority to use cash collateral will expire on the
occurrence of a termination event.

                       About Eurofresh Inc.

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.

U.S. Bankruptcy Court Judge Charles G. Case II confirmed Eurofresh
Inc.'s reorganization plan in October.  Eurofresh and its
subsidiary, Eurofresh Produce Ltd., expects to exit Chapter 11
bankruptcy protection by the end of November.


EZ LUBE: Wins Confirmation of Reorganization Plan
-------------------------------------------------
The Bankruptcy Court has confirmed the Chapter 11 reorganization
plan for EZ Lube LLC, Law360 reports.

Under the Plan, DIP Lenders owed $62.5 million will receive about
$8.5 million in cash while converting $40 million of their loan
into exit financing.  The remainder, about $22.5 million, is to be
converted into stock.  Second-lien lenders owed $29.5 million,
mezzanine lenders owed $17.1 million and unsecured creditors with
$20.6 million in claims will spit up the remainder of the stock.
The Plan converts $95 million in debt to equity.

Prior to the filing, EZ Lube owed $96 million to prepetition
secured creditors and $11 million to unsecured creditors including
suppliers.

A copy of the disclosure statement explaining the Plan is
available for free at:

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

Headquartered in Santa Ana, California, EZ Lube LLC --
http://www.ezlube.com/-- provides oil change and related services
for automobiles including: oil filter replacement, lubricating
chassis, and gearbox and brake fluid level maintenance.

On December 9, 2008, EZ Lube together with Xpress Lube-Tech, Inc.,
filed for Chapter 11 (Bankr. D. Del., Lead Case No. 08-13256).
The company's attorneys are Curtis A. Hehn, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP.  Broadway
Advisors LLC has been tapped as financial advisor, and
Coffey Management Company as chief restructuring advisor.
Kurtzman Carson Consultants LLC acts as claims and notice agent.
In its petition EZ Lube estimated assets and debts of $100 million
to $500 million each.

As reported in the December 10 issue of the Troubled Company
Reporter, EZ Lube along with its affiliate, Xpress Lube-Tech Inc.,
filed for bankruptcy to facilitate a sale transaction with EZ Lube
Acquisition Company LLC, an affiliate of its existing lenders,
funds managed by GSO Capital Partners LP.  However, the sale did
not push through.


FAIRPOINT COMMS: Fitch Downgrades IDR to 'D'
--------------------------------------------
Fitch Ratings has downgraded the ratings of FairPoint
Communications, Inc. (FairPoint) as follows:

    -- Issuer Default Rating (IDR) to 'D' from 'C'.

    -- Senior secured revolving credit facility to 'CC/RR3' from
       'B-/RR1';

    -- Senior secured term loan due 2014 to 'CC/RR3' from 'B-
       /RR1';

    -- Senior secured term loan due 2015 to 'CC/RR3' from 'B-
       /RR1';

    -- Senior secured delayed-draw term loan due 2015 to
       'CC/RR3' from 'B-/RR1';

    -- 13.125% senior unsecured notes due April 2, 2018 (New
       Notes) to 'C/RR6' from 'C/RR4';

    -- 13.125% senior unsecured notes due April 1, 2018 (Old
       Notes) to 'C/RR6' from 'C/RR4'.

Fitch's downgrade reflects the company's Oct. 26, 2009
announcement that it has filed for reorganization under Chapter
11 of the U.S. Bankruptcy Code.  FairPoint also announced a
restructuring plan with the lenders holding more than 50% of its
approximately $2 billion of outstanding secured debt.  The
restructuring plan calls for the lenders to receive a new
$1 billion secured term loan, and 98% of the company's newly
issued common stock.  If the unsecured creditors, including the
holders of the Old Notes and the New Notes, agree to the
restructuring plan, they will receive 2% of the common equity and
warrants to purchase up to 5% of the new common stock.  If the
unsecured creditors do not vote as a class to accept the plan, no
distributions under the plan will be received.  In aggregate,
there are approximately $570 million in outstanding senior
unsecured notes.  Under the terms of the plan, the company will
not pay interest or principal on its pre-petition debt while in
Chapter 11.

                  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 Employ BMC Group as Claims Agent
-------------------------------------------------------------
Fairpoint Communications Inc. and its units sought and obtained
permission from Judge Lifland to appoint BMC Group Inc. to act as
the official claims agent of the Clerk of the Bankruptcy Court in
order to assume full responsibility for the distribution of
notices and proofs of claim, and maintenance, processing and
docketing of proofs of claim filed in their Chapter 11 cases.

The Debtors relate that they obtained and reviewed engagement
proposals from other court-retained claims agents to ensure
selection through a competitive process.  Upon review, the
Debtors maintain that based on all engagement proposals obtained
and reviewed, BMC Group Inc. would provide the most cost
effective and efficient service as a claims agent for their
Chapter 11 cases.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be more than
20,000 entities to be noticed.  In view of the number of
anticipated claimants and the complexity of their business, the
Debtors aver that the appointment of an outside claims agent is
necessary.

The appointment of BMC Group as the official claims agent, the
Debtors insist will aid in the expedited distribution of notices
and processing of claims, and the Bankruptcy Court Clerk will be
relieved of the administration burden of processing what may be
an overwhelming number of claims.

BMC Group will undertake, among other things, these actions and
procedures:

* Notify all potential creditors of the filing of the
   bankruptcy petitions and of the setting of the first meeting
   of creditors, pursuant to Section 341(a) of the Bankruptcy
   Code, under the proper provisions of the Bankruptcy Code
   and the Federal Rules of Bankruptcy Procedure;

* Maintain an official copy of the Debtors' schedules of assets
   and liabilities and statement of financial affairs, listing
   the Debtors' known creditors and amounts owed;

* Notify all potential creditors of the existence and amount of
   their respective claims as evidenced by the Debtors' books
   and records and as set forth in the Schedules;

* Furnish a notice of the last date for the filing of proofs of
   claims and a form for the filing of a proof of claim, after
   such notice and form are approved by this Court;

* File with the Clerk of the Court an affidavit or certificate
   of service which includes a copy of the notice, a list of
   persons to whom it was mailed, and the date mailed, within 10
   days of service;

* Docket all claims received by the Clerk's office, maintain
   the official claims registers for each debtor entity that has
   filed a Chapter 11 petition on behalf of the Clerk, and
   provide the Clerk with certified duplicate, unofficial
   registers of claims on a monthly basis, unless otherwise
   directed;

* Specify, in the applicable Claims Register, the information
  for each claim docketed: (i) the claim number assigned, (ii)
  the date received, (iii) the name and address of the claimant
  and agent, if applicable, who filed the claim, and (iv) the
  classifications of the claim, e.g., secured, unsecured,
  priority, etc.;

* Relocate, by messenger, all of the actual proofs of claim
  filed to BMC Group, not less than weekly;

* Upon completion of the docketing process for all claims
  received to date by the Clerk's office for each case, turn
  over to the Clerk copies of the claims register for the
  Clerk's review;

* Make changes in the Claims Registers pursuant to orders of the
  Court;

* Maintain the official mailing list for each debtor entity
  that has filed a Chapter 11 petition, and all entities that
  have filed a proof of claim, which list will be available
  upon request by a party-in-interest or the Clerk;

* Assist with, among other things, solicitation and calculation
  of votes and distribution as required in furtherance of
  confirmation of plans of reorganization;

* Thirty days prior to the close of the Debtors' cases, submit
  a request for the termination of the Official Claims Agent's
  services upon completion of its duties and responsibilities
  and upon the closing of the Debtors' cases;

* File with the Court the final version of the claims register
  before the close of the Chapter 11 cases; and

* At the close of the case, box and transport all original
  documents, in proper format, as provided by the Clerk's
  office, to the Federal Archives Record Administration, located
  at Central Plains Region, 200 Space Center Drive, Lee's
  Summit, in Missouri 64064.

The claims register maintained by BMC Group will be opened to the
public for examination without charge during regular business
hours.  BMC Group will not employ any past or present employee of
the Debtors for work that involves the Debtors' bankruptcy
proceedings.

The Debtors will pay BMC Group a $50,000 retainer out of assets
of their estates.

In view of the BMC Group Retention Order, Judge Lifland nullifies
the termination provision contained in the engagement letter,
ruling that the termination provision is unenforceable.

                  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 Employ Paul Hastings as Counsel
------------------------------------------------------------
Fairpoint Communications Inc. and its units seek the Court's
approval to employ Paul, Hastings, Janofsky & Walker LLP, as their
lead counsel, nunc pro tunc to October 26, 2009.

The Debtors relate that they have selected Paul Hastings as their
attorneys because of the firm's extensive knowledge of their
business and financial affairs, their extensive general
experience and knowledge, and in particular, their recognized
expertise in the field of financial restructuring and bankruptcy.

Paul Hastings recently assisted and advised the Debtors in
connection with the preparation for, and commencement, of these
Chapter 11 cases.  Paul Hastings thus has the necessary
background and relevant experience with the Debtors to deal
effectively and efficiently with the potential legal issues and
other matters that may arise in the context of these Chapter 11
cases.

As counsel to the Debtors, Paul Hastings is expected to:

(a) advise the Debtors of their rights, powers and duties as
     debtors and debtors-in-possession while operating and
     managing their respective businesses and properties under
     Chapter 11 of the Bankruptcy Code;

(b) prepare on behalf of the Debtors all necessary and
     appropriate applications, motions, proposed orders, other
     pleadings, notices, schedules and other documents, and
     reviewing all financial and other reports to be filed in
     these bankruptcy cases;

(c) advise the Debtors concerning, and prepare responses to,
     applications, motions, other pleadings, notices and other
     papers that may be filed by other parties in these
     bankruptcy cases;

(d) advise the Debtors with respect to, and assist in the
     negotiation and documentation of, financing agreements and
     related transactions;

(e) review the nature and validity of any liens asserted
     against the Debtors' property and advise the Debtors on the
     enforceability of those liens;

(f) advise the Debtors regarding their ability to initiate
     actions to collect and recover property for the benefit of
     their estates;

(g) advise and assist the Debtors in connection with any
     potential property dispositions;

(h) advise the Debtors concerning executory contract and
     unexpired lease assumptions, assignments and rejections as
     well as lease restructurings and recharacterizations;

(i) advise the Debtors in connection with the formulation,
     negotiation and promulgation of a plan or plans of
     reorganization, and related transactional documents;

(j) assist the Debtors in reviewing, estimating and resolving
     claims asserted against their estates;

(k) commence and conduct litigation necessary and appropriate
     to assert rights held by the Debtors, protect assets of
     the Debtors' Chapter 11 estates or otherwise further the
     goal of completing the Debtors' successful reorganization;
     and

(l) provide non-bankruptcy services for the Debtors, upon the
     Debtors' request.

The Debtors propose to pay Paul Hastings on an hourly basis and
reimburse the firm of its necessary out-pocket expenses in
connection to the contemplated engagement.

Paul Hastings' hourly rates are:

        Professional                        Hourly Rate
        ------------                        -----------
        Members and Counsel                $735 to $950
        Associates                         $445 to $680
        Paraprofessionals                  $175 to $320

Luc A. Despins, Esq., a member of Paul, Hastings, Janofsky &
Walker LLP, in New York, discloses that his firm has received
advance payments from the Debtors to cover prepetition
professional services.  Mr. Despins further discloses that as of
the Petition Date, Paul Hastings has an estimated remaining
credit balance of $700,000, in favor of the Debtors for future
professional services subsequent to the Petition Date.

Mr. Despins assures the Court that Paul Hastings is a
"disinterested person" in the Debtors' Chapter 11 cases as the
term is defined under Section 101(14) of the Bankruptcy Code.

                  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)


FIRSTPLUS FINANCIAL: Court Confirms Ch. 11 Trustee Appointment
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
confirmed the appointment of Matthew Orwig as Chapter 11 Trustee
in the Chapter 11 case of FirstPlus Financial Group, Inc.

On Oct. 9, 2009, the Court heard two motions requesting resolution
of a disputed Chapter 11 Trustee election reported by the U.S.
Trustee.  The Court ordered that the election dispute must be
resolved in favor of maintaining Mr. Orwig as Chapter 11 Trustee.

As reported in the Troubled Company Reporter on July 27, 2009, the
Debtor agreed to the U.S. Trustee's request for the appointment of
a Chapter 11 Trustee to manage the Company's bankruptcy estate.
The Company hopes to enhance liquidity while it reorganizes its
operations.

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. --
http://www.firstplusgroup.com/-- (Pink Sheets: FPFX) is a
diversified company that provides commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company has three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., has three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly own FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development has one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended plan of
reorganization was confirmed in that case in April 2000.

The Company filed for Chapter 11 protection on June 23, 2009
(Bankr. N.D. Tex. Case No. 09-33918).  Aaron Michael Kaufman,
Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, serves as counsel.  The Debtor has total
assets of $15,503,125 and total debts of $4,539,063 as of June 30,
2008.


FORD MOTOR: Says October U.S. Sales Up 3% From Last Year
--------------------------------------------------------
Ford Motor Company reports that Ford, Lincoln and Mercury October
U.S. sales totaled 132,483, up 3% versus a year ago and 21% higher
than September.  This marks the third time in the last four months
Ford sales have increased.

"Consumer demand for our new high-quality, fuel-efficient products
is driving Ford's market share gains," said Ken Czubay, Ford vice
president, U.S. Marketing Sales and Service.  "Ford vehicles are
among the `freshest' available by any automaker - with more than
80% of our sales in October coming from our new 2010 models."

Meanwhile, rival General Motors on Tuesday said a strong
performance by its four core brands -- Chevrolet, Buick, GMC, and
Cadillac -- resulted in GM U.S. October sales of 177,603 vehicles,
up 4% from last October, the company's first year-over-year gain
since January 2008.  Total sales increased 13% when compared with
September.  The four brands accounted for about 95% of GM's retail
sales, an increase of 10 percentage points compared to the prior
year.

Ford estimates its total market share in October was more than 15%
-- higher than a year ago and higher than its share in the first
nine months of 2009.  Ford's October retail share was up for the
12th time in 13 months.

"The Ford plan is working, led by the strength of our product
lineup and customer demand for our new cars, utilities and
trucks," said Mr. Czubay.  "Consumers increasingly are noticing
that the Ford difference is our great products, our strong
business and our leadership in quality, fuel efficiency, safety,
smart technologies and value."

October Sales Highlights:

     -- All-new Ford Taurus sales totaled 6,076, up 141%
        versus a year ago.  Dealers reported retail sales nearly
        tripled year-ago levels.

     -- Other new Ford, Lincoln and Mercury cars posting increases
        included the Ford Fusion (up 24%), Ford Mustang (up 2%)
        and Lincoln MKZ (up 27%).

     -- Crossover utilities posted strong sales increases: Ford
        Escape was up 26%; Ford Edge up 38%; Ford Flex up 8%;
        Mercury Mariner up 36%; Lincoln MKX up 15%.  In addition,
        sales of the all-new Lincoln MKT crossover were up 36%
        from September.

     -- Ford's F-Series truck achieved sales of 39,496 and a year-
        to-year share increase in the full-size pickup category.
        In addition, the all-new Ford F-150 SVT Raptor captured
        the coveted "Truck of Texas" award from the Texas Auto
        Writer's Association.  Ford's F-Series has been the No. 1-
        selling truck in America for 32 years straight.

     -- Ford's new EcoBoost engine technology is winning
        customers, too.  In October, sales of EcoBoost-equipped
        models were twice as high as September.  EcoBoost provides
        customers up to 20% improvement in fuel economy and a 15%
        reduction in emissions versus larger-displacement engines.
        EcoBoost is standard on the Taurus SHO and available on
        the Ford Flex, Lincoln MKS and Lincoln MKT.

The sales data are based largely on data reported by dealers
representing their sales to retail and fleet customers.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring in
order to achieve the same UAW concessions that General Motors and
Chrysler are likely to achieve as a result of the recently-
approved government bailout loans.  Such a balance sheet
restructuring would likely entail a loss for bond holders and
would be viewed by Moody's as a distressed exchange and
consequently treated as a default for analytic purposes.



FORD MOTOR: Seeks 2013 Extension of Revolving Credit Facility
-------------------------------------------------------------
Ford Motor Company on Monday announced additional steps to improve
its balance sheet and enhance automotive liquidity.

Actions being announced include a proposal to lenders under Ford's
revolving credit facility to extend the maturity of the facility
from 2011 to 2013 in exchange for reducing lenders' commitments
and increasing interest margins and fees.  In addition, Ford is
seeking to raise additional capital with a convertible debt
offering and an equity distribution plan.

"These actions support the third pillar of our One Ford plan -
finance the plan and improve our balance sheet," said Alan
Mulally, Ford's president and CEO.  "We expect the moves will
enhance Ford's automotive liquidity and over time reduce the
company's debt burden, providing an additional cushion given the
still uncertain state of the economy."

     (A) Credit agreement amendment and extension

Ford has proposed to the lenders under its secured credit
agreement an amendment that would reduce revolving lenders'
revolving commitments, extend the maturity of such lenders'
revolving commitments until 2013 and modify certain covenants and
other provisions.  Pursuant to the proposal, each revolving lender
that agrees to extend the maturity of its revolving commitments
may reduce its revolving commitment by up to 25 percent at its
election and to the extent its reduced revolving commitment
exceeds certain specified levels, such excess would be converted
into a new term loan under the secured credit agreement maturing
on December 15, 2013.

In exchange for a reduction in their revolving commitments, as
well as a 1 percentage point increase in interest rate margins, an
increase in fees and payment of an upfront fee, the revolving
lenders would agree to extend the maturity of their revolving
commitments and loans to Nov. 30, 2013 from Dec. 15, 2011.  The
modified covenants would expand existing limitations on debt
prepayments and repurchases to allow for further balance sheet
improvements.  Ford would repay revolving loans to the extent
necessary to effect the commitment reductions on Dec. 3, 2009.

The revolving lenders are required to submit their response to
Ford's proposal by Nov. 18, 2009.  To date, certain revolving
lenders have indicated that they intend to accept Ford's proposal
and extend about $6 billion of revolving commitments and loans to
Nov. 30, 2013.  The amendment and extension is subject to approval
by lenders holding a majority in principal amount of the loans and
commitments outstanding under the secured credit agreement.

     (B) Senior convertible notes offering

Ford intends to offer, subject to market and other conditions,
approximately $2 billion in aggregate principal amount of senior
convertible notes due in 2016. The notes will be convertible by
the holder and payable at Ford's option in common stock, cash or a
combination thereof. Ford intends to grant the underwriters an
option to purchase an additional $300 million in aggregate
principal amount of senior convertible notes.

Barclays Capital, BofA Merrill Lynch, Citi, Deutsche Bank
Securities, Goldman Sachs & Co., J.P. Morgan, Morgan Stanley and
RBS are acting as joint book-running managers of the senior
convertible notes offering.   BNP Paribas and HSBC also will be
included in the underwriting syndicate for the offering.

     (C) Equity distribution plan

Ford intends to enter into an equity distribution agreement with
certain broker/dealers pursuant to which it may offer and sell
shares of its common stock from time to time for an aggregate
offering price of up to $1 billion.  Any sales of common stock
under the equity distribution agreement are not expected to
commence until December 2009 and are expected to be made over a
several-month period by means of ordinary brokers' transactions on
the New York Stock Exchange at market prices or as otherwise
agreed.

The senior convertible notes and the shares of common stock will
be issued pursuant to Ford's existing effective shelf registration
statement filed with the Securities and Exchange Commission.  Net
proceeds to Ford from the senior convertible notes offering and
sales, if any, under the equity distribution plan are expected to
be used for general corporate purposes.

Ford has filed a registration statement (including a prospectus)
with the SEC for the offerings to which this communication
relates.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

Moody's Investors Service in December 2008 lowered the Corporate
Family Rating and Probability of Default Rating of Ford Motor
Company to Caa3 from Caa1 and lowered the company's Speculative
Grade Liquidity rating to SGL-4 from SGL-3.  The outlook is
negative.  The downgrade reflects the increased risk that Ford
will have to undertake some form of balance sheet restructuring in
order to achieve the same UAW concessions that General Motors and
Chrysler are likely to achieve as a result of the recently-
approved government bailout loans.  Such a balance sheet
restructuring would likely entail a loss for bond holders and
would be viewed by Moody's as a distressed exchange and
consequently treated as a default for analytic purposes.


FORD MOTOR: Fitch Gives Positive Outlook, Affirms 'CCC' Rating
--------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on Ford Motor Company
and Ford Motor Credit Company to Positive from Stable.  Fitch has
also affirmed the Issuer Default Rating at 'CCC'.

The Positive Outlook reflects the better than expected progress on
Ford's cost reduction program, production and inventory discipline
that has resulted in solid pricing performance and continued
market share gains.  Although Fitch expects a weak rebound in
industry sales in 2010, in part recognizing the hangover from the
Cash-for-Clunkers program, Fitch expects that cash drains will be
materially reduced and comfortably within Ford's liquidity
position.

Fitch expects that industry sales will show only modest
improvement in 2010, based on macroeconomic factors including
increased unemployment, reduced wealth, consumer spending
pressures and a higher savings rate.  Other factors muting a
rebound in industry sales include more limited financing capacity,
potential increases in gas prices and evolving consumer thinking
that may stretch average vehicle age.  Nevertheless, the
combination of Ford's cost reduction efforts and price performance
has led to sharply reduced cash drains in a trough environment.

Fitch expects that even if U.S. industry sales were to remain flat
at roughly 10.5 million vehicles in 2010, Ford's cash drain would
be less than $5 billion.  As U.S. industry sales climb above an
11.5 SAAR rate, Ford should be able to achieve positive free cash
flow.  Although cost reductions should continue to be realized
through fourth quarter-2010, the step change in fixed cost
reductions have largely been completed, and margin expansion going
forward will need to be derived primarily from capacity
utilization and scale efficiencies associated with increases in
industry volumes.  The current contract talks demonstrate,
however, that full labor-cost parity may still be a challenge.

A Fitch upgrade of Ford would be driven by a combination of these
(unchanged from Fitch's Aug.  29 press release):

  -- Industry sales rebound to an annual 12 million sales level
     more quickly than currently forecast;

  -- Ford's products continue to hold or gain share;

  -- Inventory management at Ford and the industry allows Ford to
     hold or improve product prices;

  -- A clear path to positive free cash flow is projected;

  -- Liabilities continue to be managed or addressed, including
     the maturity of the company's bank agreement;

  -- Independent access to capital by Ford Credit improves.

An Outlook revision back to Stable or a ratings downgrade could
result from some combination of these factors:

  -- U.S. industry sales revert to new lows versus 2009 levels in
     the event of a double-dip recession;

  -- A market disruption in oil prices which sends gas prices
     sharply higher and drives consumers away from vehicle
     purchases;

  -- A breakdown in the supply chain resulting from further
     supplier bankruptcies and lack of access to capital, or from
     dislocations caused by the dissolution of a major competitor;

  -- Inability of Ford Credit to obtain financing on competitive
     terms.

Ford is currently riding a wave of consumer goodwill resulting
from its ability to avoid a direct government rescue and from
favorable quality reports.  Product winnowing and capacity
reductions at GM and Chrysler indicate that several points of U.S.
market share may be up for grabs over the next several years, with
Ford in a good position to capture a portion of it.  Ford's
competitive product lineup across market segments, a good recent
history of product introductions, and a rapid cadence of new
products and refreshenings indicate that recent share gains could
persist.

Ford is now realizing the benefits, through improved pricing, of
its long-term efforts to match production with real (and economic)
market demand, through a disciplined strategy of capacity,
production and inventory management.  Improved price performance
remains a critical, and highly challenging, component of the
industry's recovery.  Ford's ability to restructure its
manufacturing footprint and labor force, accelerate product
introductions and improve quality measures during a period of
unprecedented industry turmoil has been impressive.  Over the
long-term, global and U.S. over-capacity indicate that low
industry margins and cyclicality will result in recurrent periods
of restructuring, capacity and product obsolescence and competitor
failures.

The competitive landscape will remain challenging, in terms of new
capacity from transplant competitors (Kia, Volkswagen) and in
terms of technologies.  Ford could remain at a competitive
disadvantage with better-capitalized competitors than can afford
higher and more varied investments as the global transportation
market evolves.  Toyota's recent challenges in the U.S., in terms
of quality and over-capacity, are likely to persist.  Ford will
remain challenged to sustain sales levels of its most high-volume
products through model changes.  Nevertheless, transplant
manufacturers maintain capital, technological, and manufacturing
flexibility advantages that will continue to benefit their cost
and competitive position.  Importantly, government actions, from
fuel efficiency to tax credits, will continue to have a material
affect on demand and investment in the industry going forward.

The Cash-for-Clunkers program allowed Ford to better manage
inventory and production during a trough sales environment, but is
viewed by Fitch as simply pulling forward industry sales.  The
program did, however, provide other clear benefits to Ford.  Ford
Credit's results have benefited from better pricing in the used
car market and higher lease residual values, effectively reversing
a portion of earlier, severe write-downs.

In addition, the pull-forward of industry sales and production
provided critical revenues to the supply base.  Even though
supplier bankruptcies have continued at a high level, the
increased flow of money to the suppliers has relieved the critical
liquidity position of the supplier base and assisted in the
restructuring process.  Over the next several years, a reduction
in various forms of financial aid to the supply base by Ford is
expected to provide incremental margin enhancement.

Ford's liquidity position remains adequate to finance dramatically
reduced negative cash flows, even if they persist through 2010.
Even in the weak industry recovery forecast by Fitch, Ford should
be able to sustain liquidity at more than twice the minimum
required level.  Scheduled proceeds from the Department of Energy
loans ($5.9 billion in total), contributions from Ford Credit, and
working capital inflows from increased production should offset
near-term operating losses persisting from weak market conditions.
Ford has been able to manage its liability structure through the
2009 debt exchange and regular equity issuance.

Fitch expects that Ford will continue to tap the equity markets as
conditions permit, and that Ford will issue equity to the maximum
extent permitted (50%) to finance its upcoming obligations under
the VEBA agreement.  Fitch notes that minimal or no contributions
to the company's underfunded U.S. pension obligations could create
more onerous contributions at a later date given recent asset
performance, but the contribution of equity for these obligations
would limit the potential claim on cash over the next five years.
Proceeds from Volvo are expected to be limited, and may be largely
offset by retained liabilities.

Ford's cash at the end of 3Q was $23.8 billion, providing and
adequate cushion in the event of persistent weakness in U.S.
industry sales.  The balance sheet remains burdened by debt,
unfunded pensions and obligations under Ford's VEBA agreement,
with only marginal improvement potential over the near term,
outside of material equity issuance.  Of primary concern is the
December 2011 maturity of the bank agreement.  Fitch expects that
given Ford's operating performance and the improvement in the
capital markets, Ford is in a position to address the maturity of
the facility.

Solvency of the industry remains dependent on various factors,
including; U.S. (and some international) government assistance,
multiple direct government aid into General Motors, Chrysler and
their financial affiliates, debt guarantees for financial
affiliates, the TALF program to facilitate auto loan and dealer
financing, supplier guarantees, Cash-for-Clunkers and Department
of Energy loans.

Although Ford has avoided direct government aid, the company has
clearly benefited from the substantial liquidity injected into the
industry, and the weaning of the industry off of this assistance
will present challenges.

In particular, the ability of the domestic industry to
economically access capital to provide competitive vehicle
financing will remain a competitive disadvantage for some time
versus better-capitalized transplants.  However, the relatively
healthy performance of auto-loan paper during the current crisis,
the improvement in the used car market and residual values, the
share gains by third-party lenders such as credit unions, all
indicate that financing options should remain available as the
government role is reduced.  In particular, the growth of third-
party lenders provides comfort that financing is being offered
under arms-length terms, meaning that production is more aligned
with real demand rather than incentive-led artificial levels that
require manufacturer subsidies.  Fitch views the retention of Ford
Credit by Ford as a credit strength.

Operating performance at Ford's international operations showed
profitability in the third quarter, although stimulus measures
around the globe, and particularly in Europe, will make it
challenging to sustain this performance until a global economic
recovery develops.  In particular, demand in Europe is expectedly
to be down materially following the expiration of scrappage
programs.

Fitch continues to recognize the strong linkage between the
ratings of Ford Credit and Ford.  In addition to the rating
drivers cited for its automotive parent, continued improvement in
operating performance and the ability to finance its business
independent of government programs would support an upgrade for
Ford Credit.

Fitch has affirmed these ratings and revised the Outlook to
Positive from Stable:

Ford Motor Co.

  -- Long-term IDR at 'CCC';
  -- Senior secured credit facility at 'B/RR1';
  -- Senior secured term loan at 'B/RR1';
  -- Senior unsecured at 'CC/RR6'.

Ford Motor Co. Capital Trust II

  -- Trust preferred stock at 'C/RR6'.

Ford Holdings, Inc.

  -- Long-term IDR at 'CCC' ';
  -- Senior unsecured at 'CC/RR6'.

Ford Motor Co. of Australia

  -- Long-term IDR at 'CCC';
  -- Senior unsecured at 'CC/RR6'.

Ford Motor Credit Company LLC

  -- Long-term IDR at 'CCC';
  -- Short-term IDR at 'C';
  -- Commercial paper at 'C'.

FCE Bank Plc

  -- Long-term IDR at 'CCC';
  -- Short-term IDR at 'C';
  -- Commercial paper at 'C';
  -- Short-term deposits at 'C'.

Ford Capital B.V.

  -- Long-term IDR at 'CCC';

Ford Credit Canada Ltd.

  -- Long-term IDR at 'CCC';
  -- Short-term IDR at 'C';
  -- Commercial paper at 'B'.

Ford Credit Australia Ltd.

  -- Long-term IDR at 'CCC';
  -- Short-term IDR at 'C';
  -- Commercial paper at 'B'.

Ford Credit de Mexico, S.A.  de C.V.

  -- Long-term IDR at 'CCC'.

Ford Credit Co S.A.  de CV

  -- Long-term IDR at 'CCC'

Ford Motor Credit Co. of New Zealand

  -- Long-term IDR at 'CCC';
  -- Short-term IDR at 'C';
  -- Commercial paper at 'C'.

Ford Motor Credit Co. of Puerto Rico, Inc.

  -- Short-term IDR at 'C'.


FORD MOTOR: Moody's Raises Corporate Family Rating to 'B3'
----------------------------------------------------------
Moody's Investors Service raised the Corporate Family Rating of
Ford Motor Company to B3 from Caa1.  Other ratings that were
raised include: Probability of Default Rating to B3 from Caa3;
secured credit facility to Ba3 from B1; unsecured debt to Caa1
from Caa2; and trust preferred stock to Caa2 from Caa3.  Ford's
Speculative Grade Liquidity rating remains at SGL-3, indicating
adequate liquidity for the coming 18 months.  The rating outlook
is stable.

Moody's also raised the senior long-term rating of Ford's finance
subsidiary, Ford Motor Credit Company LLC, to B3 from Caa1 and
placed the firm's ratings on review for further possible upgrade.

The upgrade reflects the substantial progress Ford continues to
make in strengthening its product portfolio and cost structure
while maintaining a very substantial cash position on its balance
sheet.  As a result of this progress, Moody's expects that the
company will remain solidly on track to return to profitability
and positive operating cash flow for its automotive business by
2011.  Moreover, Ford's $23.8 billion cash position should provide
an adequate liquidity cushion in the event that the pace of
recovery in automotive demand is slower than the company
anticipates.  Evidence of Ford's progress in reestablishing a
sustainable and competitive business model include: the increase
in its market share in both the US and Europe; the narrowing price
gap between key Ford vehicles sold in the US and competing
vehicles from Japanese manufacturers; the company's expectation
that structural costs for 2009 will be reduced by $5 billion
compared with earlier expectations of a $4 billion reduction; and
the $2.5 billion increase in its gross cash position to
$22.8 billion during the third quarter.

Despite the favorable operating and financial momentum that Ford
is exhibiting, as evidenced in its strong third quarter
performance, Moody's cautions that the company continues to face
considerable intermediate-term challenges.  Most importantly,
market demand in the key regions of North America and Europe will
likely remain below the level necessary to support breakeven
performance until 2011.  As a result, Moody's expect that Ford's
key credit metrics for 2009 and 2010 will be weak for the B3
rating category.  For fiscal 2009, the company's operating cash
burn could exceed $5 billion and the ratio of EBITA/interest will
likely be negative.  For 2010, rising shipment levels should
improve operating performance and the pace of automotive cash burn
will narrow considerably relative to the 2009 level.
Nevertheless, Moody's estimate that the cash burn will remain very
sizable and that EBITA/interest will be less than 1x.

The upgrade of the PDR to B3 from Caa3 reflects Moody's view that
the likelihood has diminished that Ford will undertake some form
of balance sheet restructuring initiative (such as a significant
below-par exchange offer or tender for outstanding obligations)
that Moody's would view as a distressed exchange or other default
event.

The stable outlook is supported by Ford's more sustainable cost
structure and by a liquidity position that appears to be adequate
to fund the large operating cash burn until there is sufficient
recovery in demand to enable Ford to reach its breakeven
production levels.  This level of demand is not likely to occur
until 2011.

Bruce Clark, senior vice president with Moody's said, "We're
trying to take a balanced and prospective view of Ford with the B3
rating.  Despite the company's strong third quarter, its full-year
operating performance and credit metrics for 2009 and 2010 will
remain weak for the B3 rating level.  However, the evidence
Moody's see indicates that Ford is on track in its plans to re-
establish a sustainable and competitive business model.  Continued
progress should enable the company to generate much stronger
financial performance during 2011 as global vehicle demand
continues to recover."

As a result of critical changes in the UAW labor agreement that
was ratified in May, Ford's domestic cost structure is
transitioning to a level that will be largely competitive with
that of transplants.  The key elements of the UAW agreement
include: the establishment of a two-tier wage structure;
considerable tightening of eligibility requirements for the JOBs
bank program; the establishment of a UAW-run healthcare program;
and the option to meet half of its future obligations to the UAW
health care VEBA with stock rather than cash.  The present value
of these obligations approximates $7 billion.  Contract
modifications that were recently rejected by the UAW membership
would have been constructive if ratified, and would have preserved
parity with the modifications granted to GM and Chrysler.
However, Moody's does not believe that the rejection will
materially weaken Ford's fundamental competitive position.  Beyond
the benefits in the approved UAW labor agreement, Ford's current
product offerings and its new product pipeline appear to be more
competitive and robust than at any point in the last 25 years.
These factors will help lay the groundwork for much stronger
operating performance as demand recovers.  However, the company's
path to improved financial results faces potential risks,
particularly those related to the level and mix of vehicle demand.
A key risk is that the recovery in global automotive demand could
be slower than expected.  In addition, any significant rise in
fuel prices could accelerate the shift in demand toward smaller
vehicles that are less profitable for the company.

Moody's six-month update of its Industry Outlook for Global
Automotive Manufacturers (published in October and available on
moodys.com) anticipates that light vehicle demand in the US will
be 11.5 million units in 2010 and 13.0 million in 2011.  Moody's
base-case forecast compares conservatively with forecasts of
approximately 12 million units in 2010 and 14.2 million units in
2011 from sources that include JD Powers, Global Insight and
General Motors Corporation's most recently published viability
plan.  A scenario in which industry shipments are closer to
Moody's estimates will entail a slower pace of recovery in Ford's
performance.  However, Moody's expect that Ford will remain on
track for restoring a level of performance that supports the B3
rating under Moody's base case forecast, and believe that it has
the liquidity necessary to contend with the slower pace of
recovery in industry demand that Moody's anticipate.

Clark said that, "A critical element in Moody's assessment of Ford
is the adequacy of its liquidity position to cover all funding
requirements during the coming eighteen months.  This liquidity
position should be sufficient even if the pace of recovery in US
demand is slower than that anticipated by many market participants
and observers.  Moody's also think that Ford Credit has the
resources to provide adequate funding in support of Ford's retail
and wholesale operations."

Ford's Speculative Grade Liquidity rating of SGL-3, which reflects
an adequate liquidity profile during the coming 18 months, is
supported by the company's $23.8 billion cash position at
September 2009.  Additional liquidity will be provided by the
recent approval of approximately $5.9 billion in Department of
Energy loans that support investments in more fuel efficient
vehicles; the DOE loan proceeds will be disbursed over the next
three years.  These liquidity sources should be adequate to meet
Ford's cash and liquidity requirements during the coming 18
months.

Ford's principal liquidity requirements include a sizable
operating cash burn that will occur during the balance of 2009 and
through 2010.  This sizeable cash burn is expected to result from
industry unit volume in the US and Europe that remain near
historically low levels through 2010, with no material rebound in
demand until 2011.  As a result, Moody's expect that Ford's
production levels will remain below its breakeven level through
2010, and that the company will generate considerable negative
cash flow through this period.  In addition to funding an
operating cash burn, Ford will also have to maintain sufficient
cash to fund large intra-quarter swings in its working capital
position.  Moody's estimate that this minimum cash level, which
would not be available to cover operating losses, is approximately
$7.5 billion.

Although further improvement in Ford's rating during the
intermediate term is not likely, upward movement could be possible
over time if the company can demonstrate that it is likely to
deliver 2011 metrics that include: EBITA/interest approximating
2x, debt/EBITDA below 5x, and free cash flow in the area of
$2 billion.

The factors most likely to result in pressure on the rating would
be a decline in Ford's US market share below 15% compared with a
share of 15.9% for the nine months through September 2009, or any
widening in the price gap between Ford vehicles and comparably
equipped vehicles of Japanese or Korean manufacturers.  Ratings
pressure could also result if it appears likely that the company
will deliver 2011 credit metrics at these levels: EBITA/interest
below 1x; debt/EBITDA above 6.5; and negative free cash flow.

Ratings raised include:

  -- Corporate Family Rating: to B3 from Caa1
  -- Probability of Default Rating: to B3 from Caa3
  -- Secured bank debt: Ba3 LGD2, 11 from B1 LGD2, 10
  -- Senior unsecured debt: Caa1 LGD4, 65 from Caa2 LGD4, 66
  -- Trust preferred: to Caa2 LGD6, 94 from Caa3 LGD6, 94.

The last rating action on Ford occurred on September 3, 2009, and
included an upgrade of the company's CFR to Caa1 from Caa3, an
improvement in the Speculative Grade Liquidity rating to SGL-3
from SGL-4, and a change in the rating outlook to Stable from
Negative.

Ford Motor Company, headquartered in Dearborn Michigan, is leading
global manufacturer of automobiles.


FORD MOTOR: Moody's Upgrades Senior Unsecured Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
Ford Motor Credit Company LLC to B3 from Caa1.  This follows
Moody's upgrade of Ford Motor Company's corporate family rating to
B3 from Caa1, with a stable outlook.  Ford Credit's long-term
ratings remain on review for further possible upgrade.

Moody's based its upgrade of Ford Credit's long-term ratings on
the upgrade of Ford's corporate family rating.  Ford Credit's
ownership by and business concentrations with Ford are central
considerations in Moody's ratings of the auto lender.  In Moody's
view, Ford's strengthened product offerings and financial
prospects have lessened the risks to Ford Credit's asset
performance, operating results, and capital position.  However,
this view is tempered by Ford's continuing intermediate term
challenges, including weak demand conditions and cash burn, which
results in uncertainty regarding Ford Credit's performance and
financial position.

Moody's said that the upgrade also considers the measures Ford
Credit has successfully employed to manage funding and operating
challenges associated with the economic downturn and capital
market contraction.  Ford Credit has maintained significant cash
liquidity and has strengthened its capital position during the
downturn.  The company ended the third quarter with $17.3 billion
of unrestricted cash, a meaningful increase from the $13.7 billion
the firm reported at the end of the second quarter.  In
comparison, Ford Credit has approximately $12.5 billion of
unsecured debt maturing over the next four quarters.  Ford
Credit's managed leverage measured 7.7x at the end of the quarter,
improved from 9.9x at the end of 2008.

"In the slower auto sales environment, the dynamic at Ford Credit
has been to reduce scale as receivables and leases pay down, which
generates cash to repay debt and results in stronger capital
measures," said Moody's senior analyst Mark Wasden.  Moody's
expects that Ford Credit will continue to prudently manage its
cash and capital resources in light of continuing significant
risks to liquidity and capital.

Ford Credit has also issued both secured and unsecured debt during
the downturn.  Government stimulus programs and signs of economic
recovery have helped to improve the cost and accessibility of
funding in recent months.  Moody's notes, however, that Ford
Credit's ratings are constrained by its reliance on wholesale
funding, which entails recurring risks of illiquidity stemming
from market disruptions.

Moody's said that the strength and pace of potential improvements
in Ford Credit's margins and credit loss trends as economic
recovery takes hold is a key ratings consideration.  For the third
quarter, Ford Credit posted results that are stronger than any
quarter since the second quarter of 2005.  Net income benefited
from a recovery in the value of used vehicles in 2009, which led
to significantly reduced credit provisions in the quarter.
Finance margins, however, remained flat year-over-year.  Moody's
anticipates that net reductions in Ford Credit's loan and lease
portfolios will lead to lower revenues in the near term,
highlighting the importance of keeping operating costs aligned.
The ill financial health of many consumers continues to pose
intermediate term risks to Ford Credit's earnings.

"High unemployment and a modest pace of recovery for the U.S.
economy and the U.S. auto industry are likely to present
challenges to Ford Credit's asset performance, profitability and
financial flexibility in the intermediate term," said Wasden.

Ford Credit's senior unsecured debt rating formerly had been
positioned one- to two-notches higher than Ford's corporate family
rating, on the basis of stronger loss recovery estimates for Ford
Credit in a liquidation scenario.  During its review of Ford
Credit's ratings, Moody's will assess the extent to which a
notching differential is justified, considering the effects of
credit cycles and capital market contractions on Ford Credit's
asset values and performance expectations.

Moody's review will also consider the timing and strength of
potential improvements in Ford Credit's asset quality, net
interest margin, and profitability as economic recovery unfolds.
Trends in unemployment and the cost of debt capital will have a
bearing on these factors, Moody's said.  The review will also
incorporate the limitations of Ford Credit's funding model and
actions the firm has taken to better its liquidity and capital
profiles, as well as the magnitude and quality of the asset
coverage available to the firm's creditors.

Ratings affected by the action include:

Issuer: Ford Motor Credit Company LLC:

  -- Senior unsecured to B3 from Caa1
  -- Subordinate shelf to (P)Caa2 from (P)Caa3

Issuer: FCE Bank Plc:

  -- Senior unsecured to B3 from Caa1

Issuer: Ford Credit Australia Ltd.:

  -- Backed senior unsecured to B3 from Caa1

Issuer: Ford Credit Canada Limited:

  -- Backed senior unsecured to B3 from Caa1

Issuer: Ford Motor Credit Co.  of New Zealand Ltd.:

  -- Backed senior unsecured to B3 from Caa1

Issuer: Ford Credit Capital Trusts I, II, and III:

  -- Backed preferred shelf to (P)Caa2 from (P)Caa3

In its last rating action on September 3, 2009, Moody's placed
Ford Credit's Caa1 senior unsecured rating on review for possible
upgrade.

Ford Motor Credit Company LLC is the Dearborn, Michigan-based
captive finance arm of Ford Motor Company.


FOURTH QUARTER: Case Summary & Creditors Lists
----------------------------------------------
Debtor: Fourth Quarter Properties 118, LLC
           dba The Rim
        45 Ansley Drive
        Newnan, GA 30263

Case No.: 09-13960

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

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

Debtor Affiliate Filing Separate Chapter 11 Petition:

  Fourth Quarter Properties XLVII, LLC
  Case No: 09-13959
  Estimated Assets: $10,000,001 to $50,000,000
  Estimated Debts: $50,000,001 to $100,000,000

  Fourth Quarter Properties V, Inc.
  Case No.: 09-13968
  Estimated Assets: $1,000,001 to $10,000,000
  Estimated Debts: $1,000,001 to $10,000,000

Type of Business: The Debtors operate a real estate business.

Chapter 11 Petition Date: November 2, 2009

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

Debtors' Counsel: James P. Smith, Esq.
                  Stone & Baxter, LLP
                  Fickling & Co. Building, Suite 800
                  577 Mulberry Street
                  Macon, GA 31201
                  Tel: (478) 750-9898
                  Fax: (478) 750-9899
                  Email: jsmith@stoneandbaxter.com

The petition was signed by Stanley E. Thomas, the company's
manager.

A. Fourth Quarter Properties 118's List of 13 Largest Unsecured
Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Amtech Lighting Services       Trade Debt             $10,791

Cushing, Morris,               Trade Debt             $5,652
Armbruster, et al.

David A. Minutti               Trade Debt             $65,121

Hartman, Simons, Spielman      Trade Debt             $2,241
& Wood, LLP

Native Land Design, LLC        Trade Debt             $5,174

Pape-Dawson Engineers, Inc.    Trade Debt             $3,375

Ryan Roberts                   Trade Debt             $1,500

Seto Grading LLC               Trade Debt             $12,443

Thomas Enterprises, Inc.       Trade Debt             $868

Thomson Tax & Accounting       Trade Debt             $58,406

Tiger Sanitation, Inc.         Trade Debt             $710

US Security Associates, Inc.                          $8,605

Willis Insurance Services      Trade Debt             $1,085
of GA

B. Fourth Quarter Properties XLVII's List of 20 Largest Unsecured
Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
3rd Works, LLC                                    $148,392

B2 and Company Exponential                        $410,591
5449 N. Old Ranch Rd
Attn: Beth Bradford
Park City, UT 84098

Hartman, Simons, Spielman                         $167,950
& Wood LLP

HKS, Inc.                                         $132,560

IDQ Realty Advisors, Inc.                         $31,891
Attn: Ignacias de Quesada

Iris J. Callie Company     Trade Debt             $25,000
Attn: Iris J. Caliie

Koniver Stern Group, Inc.                         $56,322
Attn: Bruce Konvier

Lowe Engineers, LLC                               $21,137
Attn: Chris Owens

Redmond Schwartz Mark Design                      $61,858

SEC Planning, LLC                                 $39,780
Attn: Matthew Master

Setco Grading, LLC                                $446,360
Attn: Amy Bowman
50 Ansley Dr.
Newnan, GA 30263

Specialty Retail                                  $140,805
Development

SWA Group                                         $102,707
Attn: Chuck McDaniel

The McDevitt Company                              $44,651
Attn: Lorraine Abney

The Partnership, Inc.                             $38,882
Attn: David Arnold

The Shopping Center                               $140,940
Center Group, LLC

URS Corporation                                   $111,922
Attn: John Oliver

Vratsinas Construction Co                         $3,609,465
Attn: Jeff Johnson
1000 Abernathy Rd., NE, Suite 1130
Atlanta, GA 30328

Wakefield Beasley & Assoc                         $1,276,969
Attn: Lamar Wakefield
5155 Peachtree Pkwy # 300
Norcross, GA 30092

Walker Parking Consultants                        29,034
Attn: Victor Iraheta

C. A full-text copy of Fourth Quarter Properties V 's petition,
including a list of its 8 largest unsecured creditors, is
available for free at:

         http://bankrupt.com/misc/ganb09-13968.pdf


GAINESVILLE HOSPITALITY: Case Summary & Unsecured Creditors
-----------------------------------------------------------
Debtor: Gainesville Hospitality, Inc.
           aka dba Super 8 Motel
        541 Dorsey Street
        Gainesville, GA 30501

Bankruptcy Case No.: 09-24704

Chapter 11 Petition Date: November 2, 2009

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

Debtor's Counsel: Brad A. Baldwin, Esq.
                  Burr & Forman LLP
                  Suite 1100, 171 Seventeenth Street, NW
                  Atlanta, GA 30363
                  Tel: (404) 685-4332
                  Email: bbaldwin@burr.com

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

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

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

         http://bankrupt.com/misc/ganb09-24704.pdf

The petition was signed by Seemaben Patel, president of the
Company.


GAYNOR M.J.: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gaynor, M.J., LLC
           dba Comfort Suites (Pt. Wentworth)
        107 Maner Row
        Pooler, GA 31322

Bankruptcy Case No.: 09-42510

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: Richard C. E. Jennings, Esq.
                  Law Offices Of Skip Jennings, PC
                  115 W Oglethorpe Ave
                  Savannah, GA 31401
                  Tel: (912) 234-6872
                  Fax: (912) 236-7549
                  Email: skipjenningspc@comcast.net

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

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

According to the schedules, the Company has assets of $7,273,000,
and total debts of $5,210,927.

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

         http://bankrupt.com/misc/gasb09-42510.pdf

The petition was signed by Jayanti Shah, managing member of the
Company.


GENERAL CABLE: Moody's Affirms Corporate Family Rating at 'Ba3'
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
of General Cable Corporation and assigned an SGL-1 speculative
grade liquidity rating.  The rating outlook remains stable.

GCC recently commenced an exchange offer for its outstanding 1%
Senior Convertible Notes due 2012 (2012 Senior Notes).  The
company is offering to exchange $925 principal amount of new
Subordinated Convertible Notes due 2029 (2029 Subordinated Notes)
for each $1,000 principal amount of 2012 Notes.  The exchange
offer is conditioned upon, among other things, at least
$100 million aggregate principal amount of the 2012 notes being
tendered prior to the expiration of the offer on November 24,
2009.  The proposed 2029 Subordinated Notes are not rated by
Moody's.  If the exchange offer closes based on the aforementioned
terms, Moody's expects to raise the ratings on the senior
unsecured notes of GCC to Ba3 from B1 in accordance with Moody's
Loss Given Default rating methodology.  The completion of the
exchange offer would add subordinated indebtedness to the capital
structure and create a layer of first loss absorption for the
senior notes in a default scenario.

The Ba3 Corporate Family Rating benefits from the company's
leading market positions in the highly cyclical wire and cable
industry, favorable longer term demand trends, broad geographic
diversity and very good liquidity.  The current economic downturn
has sharply weakened demand for GCC's products in many major end
markets and created a difficult pricing environment.  Despite a
sharp profitability decline in 2009, credit metrics position the
company adequately in the Ba3 rating category.

Moody's affirmed these ratings (LGD assessments):

  -- $475 million senior unsecured convertible notes due 2012, B1
     (LGD 4, 61%)

  -- $355 million senior unsecured convertible notes due 2013, B1
     (LGD 4, 61%)

  -- $125 million senior unsecured floating rate notes due 2015,
     B1 (LGD 4, 61%)

  -- $200 million senior unsecured notes due 2017, B1 (LGD 4, 61%)

  -- Corporate Family Rating, Ba3

  -- Probability of Default Rating, Ba3

The last rating action on GCC was on September 26, 2007, when
Moody's assigned a rating of B1 to a proposed offering of senior
unsecured convertible notes and confirmed all other ratings of
GCC.  This rating action concluded a review for possible downgrade
initiated on September 12, 2007.

General Cable Corporation is a leading global developer and
manufacturer of copper, aluminum and fiber optic wire and cable
products.  For the twelve months ended October 2, 2009 (LTM
period), the company reported revenues of approximately
$4.5 billion.


GENERAL MOTORS: Cancels Opel Sale to Magna; to Restructure Unit
---------------------------------------------------------------
Given an improving business environment for General Motors Company
over the past few months, and the importance of Opel//Vauxhall to
GM's global strategy, the GM Board of Directors has decided to
retain Opel and will initiate a restructuring of its European
operations in earnest.

"GM will soon present its restructuring plan to Germany and other
governments and hopes for its favorable consideration," said Fritz
Henderson, president and CEO.  "We understand the complexity and
length of this issue has been draining for all involved. However,
from the outset, our goal has been to secure the best long term
solution for our customers, employee, suppliers, and dealers,
which is reflected in the decision reached today. This was deemed
to be the most stable and least costly approach for securing
Opel/Vauxhall's long-term future."

The Wall Street Journal's John D. Stoll and Sharon Terlep write
that GM's change of heart reflects the car maker's increasing
confidence about its outlook as well as the direction of its
aggressive new chairman, Edward E. Whitacre Jr.  According to the
Journal, Mr. Whitacre, a former AT&T Corp. chief, who was picked
by the U.S. government to steer GM, has told GM executives to
concentrate on growing its market, not shrinking it.

On a preliminary basis, the GM plan entails total restructuring
expenses of about EUR3 billion, significantly lower than all bids
submitted as part of the investor solicitation.  GM will work with
all European labor unions to develop a plan for meaningful
contributions to Opel's restructuring.  While Opel continues to
outperform against its viability plan assumptions and immediate
liquidity is stable, time is of the essence.

GM is facing a November 30 expiration on EUR1.5 billion in bridge
loans from Germany.  According to the Journal, GM hadn't received
word from the German government Tuesday evening on whether it will
continue extending the loans or request they be repaid, said a
person familiar with the matter.

The Journal relates that officials in Berlin, where the news
arrived late Tuesday evening, were caught off guard by the
decision.  According to the Journal, it was unclear whether German
Chancellor Angela Merkel, who met with President Barack Obama and
U.S. lawmakers in Washington on Tuesday, was aware that GM was
considering keeping Opel.  The Journal, however, relates that Ms.
Merkel's conservative ally Roland Koch, state premier of Hesse
where Opel is based, condemned GM's decision, saying he was "angry
that months of effort to find a good solution for Opel Europe have
failed because of GM."

"While strained, the business environment in Europe has improved."
Mr. Henderson said in a news statement. "At the same time, GM's
overall financial health and stability have improved significantly
over the past few months, giving us confidence that the European
business can be successfully restructured.  We are grateful for
the hard work of the German and other EU governments in navigating
this difficult economic period.  We're also appreciative of the
effort put forward by Magna and its partners in Russia in trying
to reach an equitable agreement."

Mr. Henderson added that GM also hopes to build on its already
significant business in Russia and to resume work directly with
GAZ to contribute to both the modernization of its operations and
the joint development of the Russian vehicle market on a mutually
attractive basis.  More details on the next steps in the
restructuring will be provided as the plans and developments
warrant.

The Journal notes that Mr. Henderson's management team had worked
out a deal last Summer to sell 55% of Opel to the partnership of
Canadian autoparts maker Magna, Russian car maker OAO GAZ and
Russian state-controlled OAO Sberbank.  The German government
committed to finance the plan and help fund Opel with EUR4.5
billion in aid.  Under the deal, the German government would kick
in billions of dollars in financing to close the sale and initiate
a restructuring.  Magna had committed to spend $500 million.

General Motors -- -- http://www.gm.com/-- one of the world's largest
automakers, traces its roots back to 1908. With its global
headquarters in Detroit, GM employs 209,000 people in every major
region of the world and does business in some 140 countries.  GM
and its strategic partners produce cars and trucks in 34
countries, and sell and service these vehicles through the
following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo,
Holden, Opel, Vauxhall and Wuling. GM's largest national market is
the United States, followed by China, Brazil, the United Kingdom,
Canada, Russia and Germany.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services. General Motors acquired operations from General Motors
Corporation on July 10, 2009.


GENERAL MOTORS: U.S. October 2009 Sales Up 4% from 2008
-------------------------------------------------------
The Wall Street Journal's John D. Stoll and Sharon Terlep observe
that SINCE emerging debt-free from bankruptcy reorganization in
July and 60% owned by the U.S. government, General Motors Company
has seen car sales climb.

GM on Tuesday said a strong performance by its four core brands --
Chevrolet, Buick, GMC, and Cadillac -- resulted in GM U.S. October
sales of 177,603 vehicles, up 4% from last October, the company's
first year-over-year gain since January 2008.  Total sales
increased 13% when compared with September.  The four brands
accounted for about 95% of GM's retail sales, an increase of 10
percentage points compared to the prior year.

"We're very pleased with consumer acceptance to our newest cars,
crossovers and trucks," said Susan Docherty, GM vice president,
U.S. Sales.  "While we have more work to do, we are making
progress and will continue our focus on delivering vehicles and a
sales and service experience that brings consumers to Chevrolet,
Buick, GMC and Cadillac -- and keeps them coming back."

Total GM sales increased 4% compared with October 2008; retail
sales were up 15% for the same period.  Year-over-year total sales
increase is the first since January 2008.

Meanwhile, rival Ford Motor Company has reported that Ford,
Lincoln and Mercury October U.S. sales totaled 132,483, up 3%
versus a year ago and 21% higher than September -- marking the
third time in the last four months Ford sales have increased.

GM said it has gained market share for the third straight month --
estimated at 21% of the total light vehicle market.  Chevrolet,
Buick, GMC and Cadillac retail sales represented 95% of October
retail sales against 85% in October 2008.  Combined Buick/GMC
retail sales were up 20% compared with last year, driving Buick-
Pontiac-GMC retail sales up 12%.

Strong retail sales of Chevrolet's launch vehicles -- Camaro,
Equinox, and Traverse -- led to a year-over-year increase in total
sales of 9%, and a 31% increase in retail sales for the same
period.

"Chevrolet had a solid sales month in October supported by our
2009 launch products Camaro, Equinox and Traverse," said Brent
Dewar, vice president, global Chevrolet.  "Our broad lineup
appeals to a range of consumers, whether it's the modern sports
car, Camaro, appealing to performance enthusiasts or the Equinox
and Traverse delivering what today's families care about: safety,
styling and efficiency."

"We like the momentum we've seen in the sales of new Buick and GMC
models," said Susan Docherty, Buick-GMC general manager, and GM
Vice President of U.S. Sales.  "In October, Buick and GMC both had
their best sales months of 2009, and in fact, total sales for
these two brands were up 33% over October 2008 for the combined
total of Buick, Pontiac and GMC."

"The interest customers are showing in the new SRX is exciting -
we are seeing Lexus, BMW and Mercedes customers trading their
vehicles for the SRX," said Bryan Nesbitt, Cadillac General
Manager.

Total combined sales for Saturn, Pontiac, Saab and HUMMER were
15,089 for the month.  As a percent of total GM sales, these
brands represented 9% of sales, compared with 15% in October 2008.

The U.S. October 2009 SAAR of 10.6 million is a 13% improvement
compared to last month, but is the second-lowest SAAR for October
since the early 1980s.  The U.S. economy and auto industry are
showing signs of recovery.

In October, GM produced 228,000 vehicles (92,000 cars and 136,000
trucks).  This is down 90,000 vehicles, or 28% compared with
October 2008, when GM North America produced 318,000 vehicles
(151,000 cars and 167,000 trucks).  (Production totals include
joint venture production of 15,000 vehicles in October 2009 and
11,000 vehicles in October 2008)

GM third quarter production was 531,000 vehicles (205,000 cars and
326,000 trucks), which was down 42% compared to the same quarter
in 2008. GM North America built 915,000 vehicles (436,000 cars and
479,000 trucks) in the third quarter of 2008. However, third
quarter production was substantially higher than production
volumes for Q1 and Q2 2009 of 371,000 (up 43%) and 395,000 (up
34%), respectively.

GM's 2009 fourth quarter forecast at 620,000 vehicles (239,000
cars and 381,000 trucks), which is down about 24% from a year ago.
GM North America built 815,000 vehicles (365,000 cars and 450,000
trucks) in the fourth quarter of 2008. However, Q4 2009 production
volumes represent a 17% increase compared to Q3 2009.

At October month-end, inventories of vehicles for U.S. dealers
increased to 444,000 (172,000 cars and 272,000 trucks) compared to
September, 2009 (157,000 cars and 267,000 trucks), an increase of
5%. Compared to month-end inventories for October 2008 (336,000
cars and 464,000 trucks), inventories decreased by 356,000
(164.000 cars and 192,000 trucks), or 45%.

                       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).


GIGABEAM CORP: Completes Sale Process to Lenders
------------------------------------------------
Reuters reports that a court has approved the sale process of
Gigabeam Corp., which is a vital piece to restructuring the
business.

According the report, as a result of this latest transaction, the
business is in full operation as a private entity and out of
Chapter 11.  The public entity connected to symbol GGBM.PK is no
longer operating and will continue through the bankruptcy process.

As reported by the TCR on Oct. 30, 2009, GigaBeam was authorized
on Oct. 27 to sell assets to secured lenders in exchange for $6.1
million in debt and payment of the cost of curing contract
defaults.  The Debtor agreed to sell all direct or indirect,
right, title and interest of seller in and to the tangible and
intangible assets, properties, rights, claims and contracts
related to the business.

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


GLASSLINE PARTNERSHIP: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Glassline Partnership Ltd
        4822 Southerland Rd
        Houston, TX 77092

Case No.: 09-38397

Chapter 11 Petition Date: November 2, 2009

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

Judge: Wesley W. Steen

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

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

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

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


GMAC INC: Moody's Reviews 'Ca' Senior Unsecured Ratings
-------------------------------------------------------
Moody's Investors Service said that it is continuing its review of
GMAC Inc.'s ratings for possible upgrade.  GMAC's senior unsecured
rating was upgraded to Ca and placed on review for further
possible upgrade on June 10, 2009.  Moody's outlook on the ratings
of Residential Capital LLC (senior at C), GMAC's mortgage finance
subsidiary, remains stable.

Moody's review of GMAC's ratings will include an assessment of
the firm's capital adequacy, taking into consideration the
requirement by banking regulators that the lender raise as much
as $5.6 billion of additional capital by November 9.  The
$5.6 billion figure represents the remaining amount of new Tier 1
common equity that GMAC requires, based upon the results of the
U.S. government's Supervisory Capital Assessment Program conducted
earlier this year.

Moody's will also examine GMAC's plans regarding further support
of ResCap as it services its portfolio of troubled residential
mortgages to liquidation.  ResCap's string of large quarterly
losses and consequent need for capital support has significantly
limited GMAC's financial flexibility, in Moody's view.

"Two factors weighing on GMAC's credit profile are its remaining
capital deficiency from the SCAP exercise and the continuing
support requirements of ResCap," said Moody's senior analyst Mark
Wasden.  "A resolution of these concerns could result in a multi-
notch improvement in the firm's long-term ratings," he added.
Moody's noted that other long-term concerns, such as GMAC's
business concentrations with GM and Chrysler, could limit the
potential for ratings upgrade.

Moody's believes that the amount of capital GMAC is required to
raise could be less than $5.6 billion if regulators determine that
the company's risk of loss has improved since the SCAP process was
completed.  Additionally, GMAC has indicated that it has
experienced relatively modest losses associated with the
bankruptcy of General Motors to date, which could also be the
basis for a downward revision of the firm's requirement for
additional capital.  Given GMAC's limited access to private
sources of capital, Moody's continues to believe that any
additional required regulatory capital would come from the U.S.
Treasury.

Moody's said that GMAC faces continuing challenges that constrain
its long-term ratings, including execution risks as it pursues its
transition to a bank operating and funding model, revenue
concentrations with GM and Chrysler, and an eventual need to
reduce its reliance on the U.S. government's support and
ownership.

"GMAC's ratings will be constrained as long as recovery in the
auto industry remains elusive, particularly as it relates to the
operating prospects of GM and Chrysler," said Wasden.

Moody's said that support from the U.S. government has
strengthened GMAC's capital and liquidity positions and business
prospects, which is the source of upward pressure on the firm's
ratings.  The U.S. government currently owns 35.4% of GMAC, has
injected $12.5 billion including investments through the U.S.
Treasury's Troubled Asset Relief Program, and has guaranteed
$7.4 billion of the firm's long-term debt through the FDIC's
Temporary Liquidity Guarantee Program.

Underscoring GMAC's role in the revival of the U.S. domestic auto
industry, regulators also granted the firm expanded funding
flexibility in GMAC Bank (a/k/a Ally Bank), via expanded 23A
exemptions under the Federal Reserve Act.  Regulators also
endorsed GMAC's agreements with Chrysler to become the preferred
provider of dealer floorplan financing to Chrysler dealers and a
provider of subvented retail auto financing to buyers of Chrysler
vehicles.

In its last rating action on June 10, 2009, Moody's upgraded
GMAC's senior unsecured rating to Ca from C and placed its ratings
on review for further possible upgrade.

GMAC Inc. is a global provider of auto finance, residential
mortgage finance, and related products and services.


GPX INTERNATIONAL: Hires Hanify & King as Bankruptcy Counsel
------------------------------------------------------------
GPX International Corporation has sought the permission of the
U.S. Bankruptcy Court for the District of Massachusetts to hire
Hanify & King, Professional Corporation as bankruptcy counsel.

H&K will, among other things:

     -- advise the Debtor on any plan of reorganization and any
        other matters relevant to the formulation and negotiation
        of a plan or plans of reorganization in the case;

     -- assist the Debtor in the negotiation and documentation of
        financing agreements, debt and cash collateral orders and
        related transactions; and

     -- prepare all necessary and appropriate applications,
        motions, answers, orders, reports, and other pleadings and
        other documents, and review all financial and other
        reports filed in the Debtor's Chapter 11 case;

H&K will seek compensation based upon its normal and usual hourly
billing rates, and will seek reimbursement of expenses.  H&K
requests that it receive compensation for services rendered to the
Debtor upon approval of the Court.

The Debtor's proposed interim compensation procedures is available
for free at http://ResearchArchives.com/t/s?4824

A hearing will be held on November 18, 2009, at 11:00 a.m. before
the Honorable Judge Joan N. Feeney at 12th Floor, Courtroom 1,
J.W. McCormack Post Office & Court House, 5 Post Office Square,
Boston, MA 02109-3945 to consider the request by the Debtor for
administrative order establishing procedures for interim
compensation and reimbursement of expenses of professionals.

Harold B. Murphy, a shareholder of H&K, assures the Court that H&K
doesn't have interests adverse to the interest of the Debtors'
estates or of any class of creditors and equity security holders.
Mr. Murphy maintains that H&K is a disinterested person as the
term is defined under Section 101(14) of the Bankruptcy Code.

GPX International Tire Corporation -- http://www.gpxtire.com/-- is one
of the largest independent global providers of specialty "off-the-
road" tires for the agricultural, construction, materials handling
and transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in North
America, China, Canada, and Germany.  A third generation family-
owned business, GPX and its predecessor companies have been in
business since 1922.

GPX International filed for Chapter 11 bankruptcy protection on
October 26, 2009 (Bankr. D. Mass. Case No. 09-20170).  Harold B.
Murphy, Esq., and Christian J. Urbano, Esq., at Hanify & King, P.
C., assists the Company in its restructuring efforts.  The Company
listed US$100 million to US$500 million in assets and
US$100 million to US$500 million in liabilities.


GPX INTERNATIONAL: Taps Hinckley Allen as Special Counsel
---------------------------------------------------------
GPX International Tire Corporation has sought the U.S. Bankruptcy
Court for the District of Massachusetts to hire Hinckley, Allen &
Snyder LLP as special counsel.

Hinckley Allen will, among other things:

     -- advise the Debtor's corporate and affiliated entity
        matters and consult with the Debtor as to potential assets
        and liabilities;

     -- advise the Debtor and prepare any required corporate
        documentation with respect to the Debtor's efforts to (i)
        collect and recover property for the benefit of its
        estate, (ii) dispose of property, including the sale of
        the Solid Tire Unit, and/or (iii) assume, assign or reject
        executory contracts or leases;

     -- advise and assist the Debtor with respect to various
        corporate matters as may become necessary during the
        pendency of this proceeding, including matters relating to
        employment and intellectual property.

The Debtor has also filed an application to employ Hanify & King,
P.C., as its bankruptcy counsel and Torys, LLP, as special
Canadian counsel.  The Debtor assures that the services that
Hinckley Allen will provide as special counsel will relate solely
to special counsel matters and not the Debtor's reorganization
efforts.  The Debtor said that every effort will be taken to avoid
duplicating services.

Hinckley Allen will seek compensation based upon its normal and
usual hourly billing rates, and will seek reimbursement of
expenses.  Hinckley Allen reserves its right to seek an
enhancement of its fees or a lodestar award greater than its
normal hourly time charges, subject to the Court's approval.

The Debtor's proposed interim compensation procedures is available
for free at http://ResearchArchives.com/t/s?4824

A hearing will be held on November 18, 2009, at 11:00 a.m. before
the Honorable Judge Joan N. Feeney at 12th Floor, Courtroom 1,
J.W. McCormack Post Office & Court House, 5 Post Office Square,
Boston, MA 02109-3945 to consider the request by the Debtor for
administrative order establishing procedures for interim
compensation and reimbursement of expenses of professionals.

Margaret D. Farrell, a partner in Hinckley Allen, assures the
Court that Hinckley Allen doesn't have interests adverse to the
interest of the Debtors' estates or of any class of creditors and
equity security holders.  Ms. Farrell maintains that Hinckley
Allen is a disinterested person as the term is defined under
Section 101(14) of the Bankruptcy Code.

GPX International Tire Corporation -- http://www.gpxtire.com/-- is one
of the largest independent global providers of specialty "off-the-
road" tires for the agricultural, construction, materials handling
and transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in North
America, China, Canada, and Germany.  A third generation family-
owned business, GPX and its predecessor companies have been in
business since 1922.

GPX International filed for Chapter 11 bankruptcy protection on
October 26, 2009 (Bankr. D. Mass. Case No. 09-20170).  Harold B.
Murphy, Esq., and Christian J. Urbano, Esq., at Hanify & King, P.
C., assists the Company in its restructuring efforts.  The Company
listed US$100 million to US$500 million in assets and
US$100 million to US$500 million in liabilities.


GPX INTERNATIONAL: Hires Torys as Special Canadian Counsel
----------------------------------------------------------
GPX International Tire Corporation has asked the permission of the
U.S. Bankruptcy Court for the District of Massachusetts to employ
Torys, LLP, as special Canadian counsel.

The Debtor has administrative, sales, and warehousing facilities
in Brampton, Ontario, leased by its Canadian subsidiary.  Torys
has substantial experience and expertise in Canadian insolvency
issues, to address Canadian legal issues which may arise due to
the Debtor's assets and its affiliate located in Canada.

The Debtor has also filed an application to employ Hanify & King,
P.C., as its bankruptcy counsel and Hinckley, Allen & Snyder LLP
as special counsel.

The Debtor is asking the Court to allow Torys to perform limited
representation of the Debtor.  The Debtor assures that Torys will
render services that relate solely to the Debtor's Canadian
matters, and won't overlap with services provided by bankruptcy or
general corporate counsel.  Every effort will be taken to avoid
duplicating services, says the Debtor.

Torys will seek compensation based upon its normal and usual
hourly billing rates, and will seek reimbursement of expenses.
Torys reserves its right to seek an enhancement of its fees or a
lodestar award greater than its normal hourly time charges,
subject to the Court's approval.

The Debtor's proposed interim compensation procedures is available
for free at http://ResearchArchives.com/t/s?4824

A hearing will be held on November 18, 2009, at 11:00 a.m. before
the Honorable Judge Joan N. Feeney at 12th Floor, Courtroom 1,
J.W. McCormack Post Office & Court House, 5 Post Office Square,
Boston, MA 02109-3945 to consider the request by the Debtor for
administrative order establishing procedures for interim
compensation and reimbursement of expenses of professionals.

Scott Bomhof, a partner of Torys, LLP, assures the Court that
Torys doesn't have interests adverse to the interest of the
Debtors' estates or of any class of creditors and equity security
holders.  Mr. Murphy maintains that Torys is a disinterested
person as the term is defined under Section 101(14) of the
Bankruptcy Code.

GPX International Tire Corporation -- http://www.gpxtire.com/-- is one
of the largest independent global providers of specialty "off-the-
road" tires for the agricultural, construction, materials handling
and transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in North
America, China, Canada, and Germany.  A third generation family-
owned business, GPX and its predecessor companies have been in
business since 1922.

GPX International filed for Chapter 11 bankruptcy protection on
October 26, 2009 (Bankr. D. Mass. Case No. 09-20170).  Harold B.
Murphy, Esq., and Christian J. Urbano, Esq., at Hanify & King, P.
C., assists the Company in its restructuring efforts.  The Company
listed US$100 million to US$500 million in assets and
US$100 million to US$500 million in liabilities.


GPX INTERNATIONAL: Sec. 341 Meeting Set for December 1
------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of GPX
International Tire Corporation's creditors on December 1, 2009, at
12:30 p.m., at Suite 1055, U.S. Trustee Office.

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

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

GPX International Tire Corporation -- http://www.gpxtire.com/-- is one
of the largest independent global providers of specialty "off-the-
road" tires for the agricultural, construction, materials handling
and transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in North
America, China, Canada, and Germany.  A third generation family-
owned business, GPX and its predecessor companies have been in
business since 1922.

GPX International filed for Chapter 11 bankruptcy protection on
October 26, 2009 (Bankr. D. Mass. Case No. 09-20170).  Harold B.
Murphy, Esq., and Christian J. Urbano, Esq., at Hanify & King, P.
C., assists the Company in its restructuring efforts.  The Company
listed US$100 million to US$500 million in assets and
US$100 million to US$500 million in liabilities.


GPX INTERNATIONAL: Taps Argus Management as Financial Advisor
-------------------------------------------------------------
GPX International Tire Corporation has sought the approval of the
U.S. Bankruptcy Court for the District of Massachusetts to hire
Argus Management Corporation as financial advisor.

Argus will, among other things:

     -- consult with the Debtor and its counsel with respect to
        the development and implementation of a plan to reorganize
        the Debtor's business operations;

     -- prepare or coordinate the preparation of other analyses
        and reports as may be requested or required by the Debtor,
        the Court, the Debtor's secured creditors, and any
        official committees appointed in the Debtor's bankruptcy
        case;

     -- prepare or coordinate the preparation of monthly operating
        reports and other reports and information;

     -- advise the Debtor's senior management on the performance
        of the business on a regular basis or as requested and
        recommending actions to improve the value of the Debtor's
        assets; and

     -- assist in talks with potential investors and manage and
        improve creditor relations.

Argus will seek compensation based upon its normal and usual
hourly billing rates, and will seek reimbursement of expenses.

The Debtor's proposed interim compensation procedures is available
for free at http://ResearchArchives.com/t/s?4824

A hearing will be held on November 18, 2009, at 11:00 a.m. before
the Honorable Judge Joan N. Feeney at 12th Floor, Courtroom 1,
J.W. McCormack Post Office & Court House, 5 Post Office Square,
Boston, MA 02109-3945 to consider the request by the Debtor for
administrative order establishing procedures for interim
compensation and reimbursement of expenses of professionals.

John G. Haggerty, a principal of Argus, assures the Court that
Argus doesn't have interests adverse to the interest of the
Debtors' estates or of any class of creditors and equity security
holders.  Mr. Haggerty maintains that Argus is a disinterested
person as the term is defined under Section 101(14) of the
Bankruptcy Code.

GPX International Tire Corporation -- http://www.gpxtire.com/-- is one
of the largest independent global providers of specialty "off-the-
road" tires for the agricultural, construction, materials handling
and transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in North
America, China, Canada, and Germany.  A third generation family-
owned business, GPX and its predecessor companies have been in
business since 1922.

GPX International filed for Chapter 11 bankruptcy protection on
October 26, 2009 (Bankr. D. Mass. Case No. 09-20170).  Harold B.
Murphy, Esq., and Christian J. Urbano, Esq., at Hanify & King, P.
C., assists the Company in its restructuring efforts.  The Company
listed US$100 million to US$500 million in assets and
US$100 million to US$500 million in liabilities.


GPX INTERNATIONAL: Taps TM Capital as Investment Banker
-------------------------------------------------------
GPX International Tire Corporation is seeking the approval of the
U.S. Bankruptcy Court for the District of Massachusetts to employ
TM Capital Corp. as investment banker in connection with marketing
the assets.

TM Capital will assist in maximizing the value of the Debtor's
assets and business operations.  TM Capital will, among other
things:

     -- analyze the current financial position of the Debtor and
        its business units and identify;

     -- contact prospective purchasers, solicit their interest,
        execute confidentiality agreements with such parties, and
        circulate presentation materials; and

     -- solicit and review acquisition proposals from such
        parties, and conduct negotiations with the parties
        regarding transaction value, structure and terms.

Michael S. Goldman, a managing director of TM Capital, said that
the firm has agreed to provide investment banking and related
financial advisory services to the Debtor, pursuant to the terms
and conditions of the Engagement Letter, which is available for
free at:

  http://bankrupt.com/misc/GPXINTERNATIONAL_engagement letter.pdf

Mr. Goldman assures the Court that TM Capital doesn't have
interests adverse to the interest of the Debtors' estates or of
any class of creditors and equity security holders.  Mr. Goldman
maintains that TM Capital is a disinterested person as the term is
defined under Section 101(14) of the Bankruptcy Code.

GPX International Tire Corporation -- http://www.gpxtire.com/-- is one
of the largest independent global providers of specialty "off-the-
road" tires for the agricultural, construction, materials handling
and transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in North
America, China, Canada, and Germany.  A third generation family-
owned business, GPX and its predecessor companies have been in
business since 1922.

GPX International filed for Chapter 11 bankruptcy protection on
October 26, 2009 (Bankr. D. Mass. Case No. 09-20170).  Harold B.
Murphy, Esq., and Christian J. Urbano, Esq., at Hanify & King, P.
C., assists the Company in its restructuring efforts.  The Company
listed US$100 million to US$500 million in assets and
US$100 million to US$500 million in liabilities.


GPX INTERNATIONAL: Trustee Balks at Exec. Bonuses
-------------------------------------------------
Law360 reports that the U.S. Trustee has come out against GPX
International Tire Corp.'s bid to authorize a senior management
incentive program that would provide stay bonuses to three
officers.  The U.S. Trustee claims that the program is a
"disguised key employee retention plan," which is prohibited under
the latest changes to the Bankruptcy Code.

GPX International Tire Corporation is one of the largest
independent global providers of specialty "off-the-road" tires for
the agricultural, construction, materials handling and
transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in North
America, China, Canada, and Germany.  A third generation family-
owned business, GPX and its predecessor companies have been in
business since 1922.

GPX International filed for Chapter 11 on Oct. 26, 2009 (Bankr. D.
Mass. Case No.: 09-20170).  GPX is represented in U.S. Bankruptcy
Court by attorneys Harry Murphy of Hanify & King, P.C. and Peggy
Farrell of Hinckley Allen & Snyder LLP as corporate counsel.  TM
Capital Corp. serves as investment banker to GPX in connection
with these transactions and Argus Management Corporation serves as
restructuring advisor to GPX. The petition says assets and debts
range from $100 million to $500 million.


GREYSTONE PHARMACEUTICALS: Case Summary & Unsecured Creditors
-------------------------------------------------------------
Debtor: Greystone Pharmaceuticals, Inc.
           aka Greystone Medical, Inc.
           aka Greystone Medical Group, Inc.
        16261 Bass Road, Suite 202
        Fort Myers, FL 33908

Case No.: 09-32236

Type of Business: The Debtor operates a pharmaceutical company.

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtor's Counsel: John L. Ryder, Esq.
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Email: jryder@harrisshelton.com

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

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

According to the schedules, the Company has assets of $25,467,546,
and scheduled debts of $22,601,150.

The petition was signed by Greg P. Pilant, the company's CEO.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Alfonso and Wilma Gaziano                         $500,000
12651 Water Oak Drive
Estero, FL 33928

Alfonso and Wilma Gaziano                         $169,042
                                                  ($0 secured)

BLN Capital Funding LLC                           $1,074,950
                                                  ($0 secured)

Dolphin Direct Equity                             $1,600,000
Partners
129 East 17th Street
New York, NY 10003

Douglas & Brenda Pilant                           $175,000


Gary Pilant                                       $1,000,000
& Christine Pilant JT TN
1806 Cottonwood Valley
Circle S.
Irving, TX 75038

Gregory Pilant & Christine                        $2,030,000
Pilant JT TN
15110 Bain Road
Fort Myers, FL 33908

Gregory Pilant & Christine                        $1,897,500
Pilant JT TN
15110 Bain Road
Fort Myers, FL 33908

Helaine Kaplan                                    $600,000
17 Riverview Terrace
Smithtown, NY 11787

Lawrence Kaplan                                   $450,000
17 Riverview Terrace
Smithtwon, NY 11787

Michael Miller                                    $300,000
31 Pierce Lane
Norwich, VT 05055

Northeast Securities                              $350,000
100 Wall Street
8th Floor
New York, NY 10005

O'Melveny & Myers LLP                             $213,927

Peaches G. Blank                                  $500,000
1001 Greenwich Park
Nashville, TN 37215

Richard Trippeer                                  $1,000,000
6358 Blue Heron Cove
Memphis, TN 38120

Stanford Venture Capital                          $5,000,000
Holdings
201 South Biscayne Blvd.
12th Floor
Miami, FL 33131

Stanley A. Kaplan                                 $200,000

Stanley Gottleib                                  $200,000

US Treasury               Taxes                   $495,677
PO Box 804521
Cincinatti, OH 45280-4521

University of Tennessee                           $184,088


HALCYON HOLDINGS: May Auction Terminator Rights to Pay Debt
-----------------------------------------------------------
According to Bloomberg News, Kevin Shultz, a Los Angeles-based
senior managing director at FTI Capital Advisors, financial
advisor to Halcyon Holding Group LLC, said Halcyon may auction the
rights to the Terminator movie franchise to pay down as much as
$100 million in debt.

Mr. Schultz said an auction is among several options under
consideration and may occur as soon as mid-January.  He said
Halcyon has had discussions with all of Hollywood's major studios
and large independent production companies, as well as some
investment funds. The buyer would get rights to future revenue
from "Terminator Salvation" and to sequels, he added.

The Company borrowed $30 million to purchase the rights in 2007
and for operating capital, Mr. Schultz said.

Halcyon Holding Group LLC is the company that produced "Terminator
Salvation," a film that generated $369 million in box office
receipts.   Halcyon Holding Group LLC and two affiliated
companies filed Chapter 11 petitions on Aug. 17 in Los Angeles,
California (Bankr. C.D. Calif. Case No. 09-31854).  Halcyon said
it has between  $50 million and $100 million in both assets and
debts.


HALLWOOD ENERGY: Court Confirms HPI's First Amended Joint Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
confirmed Hall Phoenix/Inwood, Ltd.'s first amended joint plan of
reorganization for Hallwood Energy, L.P., and its affiliated
debtors.  HPI is the largest secured and unsecured creditor of the
Debtors.

The Court also ordered that the Trustee of Trust I will be Ray
Balestri and the Trustee of Trust II and Trust III will be Douglas
J. Brickley of LECG, LLC.  All existing ownership interests in the
Debtors held by any non-Debtor party are canceled and, on the
Plan's Effective Date, the Debtors are authorized and directed to
issue new ownership interests in each of the Debtors to Trust I
which new ownership interests will represent all of the
outstanding ownership of the Debtors.

The First Amended Plan proposed by HPI was filed on August 27,
2009.  The disclosure statement was approved by the Court on
August 28, 2009.

FEI Shale's Claims will be treated in accordance with Option B of
the Plan as finally modified and set forth in Exhibit "A" to the
confirmation order.

The essential terms of the Plan are:

  -- the formation of three trusts (Trust I, Trust II and Trust
     III) for the benefit of creditors into which certain causes
     of action, including claims against the Debtors officers,
     directors and professionals and The Hallwood Group
     Incorporated, can be pursued for the benefit of creditors.

  -- a settlement between the Debtors' estates and HPI and its
     officers of all claims of the Debtors against said parties,
     including claims for subordination and breach of fiduciary
     duty.  Under the terms of the settlement the litigation will
     be dismissed with prejudice and HPI will fulfill its
     obligations under the Plan including advancing the costs of
     operating the trusts, releasing its liens on certain causes
     of action and contributing HPI's direct claims to the Trust.
     HPI will also receive a reconveyance of all of its collateral
     except those causes of action transferred to Trust I.

  -- trade creditors will receive from Trust I, the first
     $1,000,000 after payment of certain other claims and
     administrative costs and then 10% of all Recoveries; from
     Trust II, 60% of all Recoveries after payment of
     administrative costs; and from Trust III, 100% of all
     Recoveries after repayment of any borrowings by Trust III and
     after payment of administrative costs.

  -- payment of 100% of allowed priority M&M lien claims as
     provided in the Plan.

HPI will have an allowed claim in the amount of $118 million of
which $28 million will be an allowed secured claims and
$90 million will be an allowed unsecured claim.  The amount of the
allowed secured claim is an estimation of the value of HPI's
collateral.  HPI's secured claim will be treated and fully
satisfied in accordance with the terms of the HPI settlement set
forth in Section 6.01 of the Plan.  HPI's allowed unsecured claim
will be treated as an unsecured claim in Class 10.  The HPI
secured claim and HPI unsecured claim are currently, and will
continue to be, subject to the security interest and lien on the
HPI secured lenders and serve as collateral for the HPI secured
lender note as described in Section 6.01h of the Plan.

A full-text copy of HPI's first amended plan is available for free
at:

     http://bankrupt.com/misc/hallwood.hpiamendedplan.pdf
     http://bankrupt.com/misc/hallwood.hpiamendedplanpart2.pdf

A full-text copy of the Court's confirmation order dated
October 16, 2009, is available for free at:

    http://bankrupt.com/misc/hallwood.hpiplanconfirmationorder.pdf

                       About Hallwood Energy

Based in Dallas, Texas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation, engaging in the exploration, acquisition, development
and production of oil and gas properties.

The Company and five of its affiliates filed separate petitions
for Chapter 11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case
No. 09-31253).  Kathleen M. Patrick, Esq., Michael R. Rochelle,
Esq, Scott Mark DeWolf, Esq., and Sean Joseph McCaffity, Esq., at
Rochelle McCullough L.L.P., represent the Debtors in their
restructuring efforts.

Blackhill Partners LLC serves as the Debtors' business consultant.
Brian A. Kilmer, Esq., at Okin Adams & Kilmer LLP, in Dallas, and
Brian D. Roman, Esq., at Okin Adams & Kilmer LLP, in Houston,
represent the official committee of unsecured creditors.  In its
bankruptcy petition, Hallwood listed assets between $50 million
and $100 million, and debts between $100 million and $500 million.


HAMPSHIRE GROUP: Adopts 2009 Incentive Plan & 2010 Bonus Plan
-------------------------------------------------------------
Hampshire Group, Limited on October 21, 2009, adopted the
Hampshire Group, Limited 2009 Stock Incentive Plan, which is
designed to assist the Company in attracting, retaining,
motivating, and rewarding key employees, officers, directors, and
consultants, and promoting the creation of long-term value for
stockholders of the Company by closely aligning the interests of
these individuals with those of such stockholders. The Plan
permits the Company to award eligible persons nonqualified stock
options, restricted stock, and other stock-based awards.

The Plan will be administered by the Company's board of directors
or a committee appointed by the Board consisting of two or more
individuals.

The total number of shares of the Company's common stock available
for issuance under the Plan is 880,000, subject to adjustment in
the event of any stock dividend or split, reorganization,
recapitalization, merger, share exchange, or any other similar
corporate transaction or event.

The Committee is authorized by the Plan to grant other stock-based
awards, including but not limited to restricted stock units and
stock appreciation rights, in each case subject to terms and
conditions set forth in the applicable award grant agreements.

In connection with adopting the Plan, the Board approved grants of
restricted stock under the Plan totaling 847,500 shares, which
consisted of grants to 24 employees totaling 367,500 shares and
the following grants to named executive officers and directors:

     Name                                  Number of Shares
     ----                                  ----------------
     Heath L. Golden                            100,000
     Howard L. Zwilling                         100,000
     Mark W. Lepine                             100,000
     Jonathan W. Norwood                        100,000
     Herbert Elish                               20,000
     Harvey L. Sperry                            20,000
     Irwin W. Winter                             20,000
     Richard A. Mandell                          20,000

Ten percent of each award of restricted stock will be subject to
time-based vesting, with 25% of the Time-Vested Shares vesting on
March 31 of each of 2010, 2011, 2012, and 2013, subject to the
respective grantee's continued service through the applicable
vesting date.  The remaining 90% of each award of restricted stock
will be subject to performance-based vesting, with 25% of the
Performance-Vested Shares vesting on March 31 of each of 2011,
2012, 2013, and 2014, provided that as of each such vesting date
the Company's consolidated return on operating income for the
preceding fiscal year as a percent of average working capital
(excluding discontinued operations) is equal to or greater than
6%, with respect to the 2010 and 2011 fiscal years, and 8%, with
respect to the 2012 and 2013 fiscal years.

In the event the Company misses its target in a given year, the
shares that would otherwise have vested in that year will be
rolled forward to the next year and will vest simultaneously with
the shares already allocated for that subsequent year should the
Company exceed that year's target by an amount sufficient to cover
the prior year's or years' cumulative shortfall.  This rollover
mechanism will permit shares to be carried forward over multiple
years until the expiration of the Plan.

If a grantee becomes incapacitated due to death or disability, his
restricted stock would vest (based upon the applicable vesting
requirements outlined herein) as if he had remained employed with
the Company through each applicable vesting date.  All unvested
shares will automatically vest upon a change of control under the
Plan.

                            Bonus Plan

On October 21, 2009, the Company adopted the Hampshire Group,
Limited 2010 Cash Incentive Bonus Plan pursuant to which it will
grant annual performance-based bonuses to certain of its
employees.  The Committee will administer the Bonus Plan.  The
Committee will determine who will receive bonuses under the Bonus
Plan, set annual performance metrics and bonus payout levels, as
well as interpret the Bonus Plan and make all other decisions and
determinations necessary or advisable for the administration of
the Bonus Plan.  Target bonus amounts under the Bonus Plan will be
a percentage of each participant's base salary, and actual bonus
amounts paid under the Bonus Plan will depend on the extent to
which annual performance metrics are achieved, as determined by
the Committee.

Bonus payments under the Bonus Plan are subject to the Company's
meeting all of its financial covenants that would be impacted by
the accrual and payment of bonuses under the Bonus Plan.  In
addition, to the extent that bonuses in excess of 100% of their
target amounts become payable under the Bonus Plan and the payment
of such bonuses would reduce the Company's operating income below
the Company's budgeted operating income for the applicable fiscal
year, the bonuses will be reduced pro-rata for all participants
such that the Company's operating income is equal to or greater
than its budgeted operating income for such fiscal year.  Bonuses
will also be reduced pro-rata in the event that the total amount
of bonuses payable under the Bonus Plan for a fiscal year would
place the Company in a non-compliance position with respect to its
financial covenants.  Earned bonuses will be paid no later than
March 15 following the fiscal year in which they were earned, and
a participant must be employed on the date such bonuses are paid
in order to receive his or her bonus.

If a participant in the Bonus Plan begins working for the Company
after the first day of the fiscal year in which he or she becomes
eligible to participate in the Bonus Plan, such participant's
bonus will be pro rated for the number of days the participant is
employed by the Company during such fiscal year.  In addition, in
the event of a "change in control" of the Company (as such term is
defined in the Bonus Plan), the pro-rata bonus earned through the
date of the change in control will be paid to participants in
connection with such change in control.

The Committee may amend or terminate the Bonus Plan at any time.
Unless sooner terminated, the Bonus Plan will expire on the tenth
anniversary of the date it was adopted.

In connection with adopting the Bonus Plan, the Board approved
these target bonus amounts for the Company's named executive
officers:

     Name                               Percent of Base Salary
     ----                               ----------------------
     Heath L. Golden                              32.5%
     Jonathan Norwood                             25%
     Howard L. Zwilling                           25%
     Mark W. Lepine                               25%

              Restructuring and Cost Reduction Plans

During July 2009, the Company initiated the final phase of its
2009 restructuring plan, which included executive level
organizational changes and the consolidation of its Asian
operations.  As a result of this consolidation, the Company will
reduce its global workforce by an additional 29%, bringing total
2009 personnel reductions to approximately 50% of first quarter
2009 staffing levels.

                       About Hampshire Group

Hampshire Group, Limited (Pink Sheets: HAMP.PK) is a U.S. provider
of women's and men's sweaters, wovens and knits, and a designer
and marketer of branded apparel.  Its customers include leading
retailers such as JC Penney, Kohl's, Macy's, Belk's and Dillard's,
for whom it provides trend-right, branded apparel.  Hampshire's
owned brands include Spring+Mercer(R), its "better" apparel line,
Designers Originals(R), Hampshire's first brand and still a top-
seller in department stores, as well as Mercer Street Studio(R),
Requirements(R), and RQT(R).  Hampshire also licenses the Geoffrey
Beene(R) and Dockers(R) labels for men's sweaters, both of which
are market leaders in their categories, and licenses JOE Joseph
Abboud(R) for men's tops and bottoms and Alexander Julian
Colours(R) for men's tops.


HAYES LEMMERZ: Wins Confirmation of Plan after Deals Reached
------------------------------------------------------------
Hayes Lemmerz International, Inc. said the United States
Bankruptcy Court for the District of Delaware has confirmed a plan
of reorganization for the Company and substantially all of its
U.S. subsidiaries that will significantly improve the Company's
balance sheet and reduce its leverage.  The Company's total
consolidated prepetition funded indebtedness of approximately
US$720 million is expected to be reduced to approximately US$240
million upon emergence from Chapter 11.

The Company also announced that it has reached settlements with
its U.S. retirees that will allow the Company to significantly
reduce the burden of its retiree medical liabilities in the United
States.  In addition, the Company has reached an agreement in
principle with the Pension Benefit Guaranty Corporation
that is expected to resolve the PBGC's claims with respect to the
Company's United States pension plan. The Company's legacy retiree
medical and pension liabilities in the United States were in
excess of US$250 million prepetition and are expected to be less
than US$75 million upon emergence from Chapter 11.

The Court's confirmation order is conditioned upon the Company
obtaining exit financing.  The Company is currently working with a
number of potential lenders to structure exit financing of
approximately US$100 million.  The Company expects to finalize its
exit financing and to emerge from Chapter 11 no later than
December.

"We appreciate the efforts of our prepetition creditors in
reaching agreements that enable us to significantly reduce our
debt," said Curtis J. Clawson, Chairman and Chief Executive
Officer of the Company.  "We also appreciate the cooperation of
the PBGC and the representatives of our retirees in reaching
agreements that will allow us to substantially reduce our pension
and retiree medical obligations in a manner that is fair and
equitable to our valued retirees.  We worked long and hard to
achieve this important balance.  We believe that we will emerge
from Chapter 11 as a leaner, stronger competitor
well positioned to continue our leadership in the global wheel
market.  Our customers and suppliers will not see any changes in
our business following our emergence."

                        About Hayes Lemmerz

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HAZLETON GENERAL: Moody's Affirms 'Ba2' Ratings on $22 Mil. Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 bond ratings for
Hazleton General Hospital and Hazleton-St. Joseph Medical Center
(PA) bonds, affecting $22 million in debt.  Hazleton General
Hospital guarantees the bonds issued for Hazleton-St.  Joseph and
operates under the parent, Greater Hazleton Health Alliance.  The
rating outlook is stable.

Legal Security: As of December 31, 2006, HSJ was merged into HGH
and HGH assumed the liabilities, including debt, of HSJ.  HGH has
granted a mortgage lien on substantially all of its property and
equipment for the bondholders.  Debt service reserve funds exist
for the outstanding bonds.

Interest Rate Derivatives: None

                            Strengths

* Although operations have been variable and GHHA experienced
  operating losses in 2007 and 2008, operating cashflow margins
  have remained good, averaging 7.5% since 2005

* Wellspring's recent engagement has identified opportunities and
  cost savings of $5 million, of which $4 million has been
  implemented to date, resulting in improved operating performance
  in 2009; a new Wellspring engagement is targeting an additional
  $2-3 million in improvements

* Modest capital plans for the foreseeable future, which should
  help preserve liquidity

* Adequate debt measures with a 3-year average 2.7 times peak debt
  service coverage and 6.4 times debt-to-cashflow and no new debt
  plans; additionally, GHHA's bonds are all fixed rate

* Although variable in the past, unrestricted cash levels
  increased notably to an adequate 109 days as of August 31, 2009

                           Challenges

* Although GHHA's market position is still leading, market share
  has declined notably to 57% in 2006 (latest available data) from
  66% in 2002 and the hospital faces competition from other large
  hospitals within the broader service area

* With the exception of 2007, admissions have been declining,
  including a significant 14% decline in 2009, and contributing to
  low revenue growth, in part due to increasing observation cases

* Physician recruitment needs will likely require further growth
  in the number of and subsidies for employed physicians

* Weak service area demographics, with expected decline in
  population, an aging population, and income levels lower than
  the Commonwealth average

                   Recent Developments/Results

Moody's believes admissions and market share declines will
continue to challenge GHHA to maintain adequate margins.
Admissions declined by 3% in 2008 and by 14% through eight months
of 2009, primarily due to a weaker economy and a shift to
observation cases.  Admissions and observation cases combined
increased 7% in 2008.  Greater use of outpatient services resulted
in total outpatient surgeries (including surgeries at a joint
venture ambulatory surgery center) increasing to 4% in 2008 and 2%
through eight months of 2009.  Surgeries at HGH have declined as
cases have shifted to the joint venture.  While GHHA still
maintains a leading market position, the hospital has been
challenged with outmigration, particularly to larger healthcare
systems including Geisinger and Lehigh Valley health systems
although competitive threats have not increased over the last
year.

GHHA has implemented a number of strategies to retain volumes and
recapture market share.  A critical initiative is physician
recruitment given a small active staff of 108 physicians and a
high dependency on the top ten admitters of 55% (with average age
of 50 years for the top 30 physicians).  GHHA has increased the
number of employed physicians to 13 with a focus on specialists in
order to better compete and reduce outmigration.  As a result, the
costs to employ physicians have risen to $1.5-$2 million annually;
further growth in employed physicians and subsidies will be a
challenge for GHHA to absorb.  In 2007, GHHS opened its Health and
Wellness Center with a joint venture surgery center with
physicians on the same campus.  This strategy has been successful
in helping to retain physicians, growing overall surgeries, as
well as contributing income to GHHA.

Following strong operating profits in 2005 and 2006, GHHA
experienced operating losses in 2007 and 2008.  Performance in
2008 was below budget, although better than 2007 and performance
in 2009 shows further improvement and a return to profitability.
The operating loss in 2008 was $1.3 million (-1.3%), an
improvement from a loss of $2.4 million (-2.4%) in 2007.
Operating cashflow in 2008 grew to $8.2 million (8%), compared
with $5.9 million (6%) in 2007.  Operating cashflow in 2008 was
about $1 million less than the budget primarily due to volume
shortfalls.  Additionally, 2008 was affected by increases in
depreciation expense, higher physician employment costs, and
investments in the new Health and Wellness Center.  Nevertheless,
the improvement in 2008 was due to additional revenue from the
Medicare wage index reclass (starting in October 2007) resulting
in an additional $2.2 million in annual revenue and contributing
to a 4.5% increase in revenue, as well as growth in outpatient
surgeries.  The Medicare wage index reclassification is expected
to continue, which will be important since it's a large
contributor to operating income.

Through eight months of fiscal year 2009, GHHA has operating
income of $1.5 million (2.0%) and operating cashflow of
$8.7 million (11.5%), both better than the comparable eight-month
prior year period.  Improvement in 2009 reflects payor increases
and a higher Medicare case mix index (largely driving modest 1.5%
revenue growth), increases in outpatient surgeries, and 1%
reduction in total expenses.  The reduction in expenses is the
result of implementing $4 million of savings (out of $5 million
identified) from the engagement of Wellspring.  The hospital has
re-engaged Wellspring to assist in implementing additional
improvements and is targeting $2.4 to $3.4 million.  GHHA believes
the organization will be ahead of budget ($884th operating income)
for the full year of 2009.

Following a history of variable cash levels, GHHA's unrestricted
liquidity increased in 2009 due to modest capital spending and
better operating performance.  Unrestricted cash as of August 31,
2009, was at a high of $29 million (109 days of cash in hand),
increasing from $21 million as of fiscal yearend December 31,
2008.  Cash was maintained at $21 million from fiscal yearend
December 31, 2007, due to modest capital spending.  As of
August 31, 2009, cash-to-debt improved to 73% from a modest at 50%
as of December 31, 2008.  Although the pension plan was frozen in
2006 and converted to a defined contribution plan, it was
underfunded by $17 million as of December 31, 2008.  Future
funding levels are anticipated to be at expense levels, which are
approximately $2 million annually.

Capital spending has been moderated to preserve liquidity with a
low capital spending ratio of 0.5 in 2008.  Capital spending is
budgeted at $4.5 million for fiscal year 2009, although management
expects to spend about $3 million.  Fiscal year 2010 spending is
anticipated to be about $4-$5 million, which is manageable
relative to cashflow levels.

GHHA's debt measures are adequate for the rating category and the
hospital has no plans for new debt.  Peak debt service coverage
based on 2008 results was 2.9 times.  Debt-to-cash flow was
reasonable at 5.9 times.  GHHA's debt structure for rated debt is
all fixed rate bonds (GHHA has $2.5 million of unrated variable
debt and $13.5 million of unrated debt that is fixed until 2027
which then becomes variable rate).

                              Outlook

The stable outlook reflects Moody's belief that the Wellspring
initiatives and other cost reduction initiatives by the hospital
will enable GHHA to sustain recent improvement and that cash will
be maintained given operating improvement and manageable capital
plans.

                 What could change the rating-UP

Sustained improvement in operations; stability or growth in
inpatient and outpatient volumes and market share; maintenance of
liquidity levels with no additional debt issuance

               What could change the rating-DOWN

Decline in operating performance, loss of physicians or increase
in competition within service area; deterioration in liquidity and
related measures; additional borrowing.

                         Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Greater Hazleton Healthcare
     Alliance

  -- First number reflects audit year ended December 31, 2007

  -- Second number reflects audit year ended December 31, 2008

  -- Interest adjusted for capitalized interest

  -- Investment returns smoothed at 6% unless otherwise noted

* Inpatient admissions: 8,065; 7,792


* Total operating revenues: $98.8 million; $103.3 million

* Moody's-adjusted net revenue available for debt service:
  $7.3 million; $9.5 million

* Total debt outstanding: $43 million; $42 million

* Maximum annual debt service (MADS): $3.3 million; $3.3 million

* MADS Coverage with reported investment income: 2.2 times; 2.7
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.2 times; 2.9 times

* Debt-to-cash flow: 8.6 times; 5.9 times

* Days cash on hand: 81 days; 78 days

* Cash-to-debt: 49%; 50%

* Operating margin: -2.4%; -1.3%

* Operating cash flow margin: 6.0%; 8.0%

                           Rated Debt

  -- Series 1997 (Hazleton General Hospital) fixed rate debt
     ($9.3 million): Ba2

  -- Series 1996 (Hazleton-St.  Joseph Medical Center) fixed rate
     debt ($12.7 million): Ba2

The last rating action was on September 18, 2008, when HGH's and
HSJ's Ba2 ratings were affirmed and stable outlook maintained.


HERBST GAMING: Wins Approval of Reorganization Plan
---------------------------------------------------
Herbst Gaming Inc. won court confirmation of a reorganization plan
that will hand the company to its lenders, leaving nothing for
noteholders owed $363 million.  Steven Church at Bloomberg reports
that U.S. Bankruptcy Judge Gregg W. Zive approved the plan,
overruling objections from the noteholders and other low-ranking
creditors, who claim the three Herbst brothers drove their company
into bankruptcy by doubling its debt to $1.15 billion through a
pair of acquisitions in 2007.

As part of the reorganization plan, the company agreed not to file
lawsuits related to the 2007 expansion, a decision opposed by the
Official Committee of Unsecured Creditors.  The creditors argued
they could potentially be paid more by suing lenders and the
Herbst family.  "I find the probability of success to be very
low," Judge Zive said in court, referring to the potential
lawsuits.

                       The Chapter 11 Plan

As reported by the Troubled Company Reporter on August 11, 2009,
the Debtors have determined that the enterprise value of their
Assets, consisting of the Casino Business and Slot Route Business
ranges from $500,000,000 to $600,000,000.

The holders of senior credit facility claims owed $847,363,000 in
principal plus accrued interest of $29,103,000, will receive 100%
of the stock.  Holders of Senior Credit Facility Claims will
receive indirectly through the ownership of Herbst Gaming LLC 100%
ownership of the Reorganized Debtors and $350,000,000 of
restructured debt.

Holders of 7% Senior Subordinated Notes Due November 15, 2014 and
8.125% Senior Subordinated Notes Due June 1, 2012, are
contractually subordinated to the Senior Credit Facility Claims,
won't receive anything under the Plan, in light of the enterprise
value of the assets.

Holders of allowed general unsecured claims will be paid in full.
The Debtors intend to assume and honor all Slot Route Contracts.

Equity Interests in Herbst Gaming will be canceled and equity
holders will not receive anything under the Plan.

A full-text copy of the second amended disclosure statement is
available for free at http://ResearchArchives.com/t/s?41e7

                        About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidaries focuses on two business lines,
slot route operations and casino operations.

The slot route business involves the exclusive installation and
operation of slot machines in non-casino locations, such as
grocery stores, drug stores, convenience stores, bars and
restaurants throughout Nevada.  As of March 31, 2009, the slot
route Debtors operated approximately 6,900 slot machines machines
through Nevada.

The casino business consists of 12 casinos in Nevada, and two in
Missouri and one in Iowa.  As of the petition date, the Nevada
casinos had an aggregate of roughly 5,082 hotel rooms, 329
recreational vehicle spaces/hookups, 6,800 slot machines and 138
table games.  As of the petition date, the non-Nevada casinos had
an aggregate of roughly 2,300 slot machines and 47 table games.
The Iowa casino also offers roughly 60 all-suite hotel rooms and
65 RV spaces with utility hookups.

The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


HYDRALOGIC SYSTEMS: Forbearance Extended to November 30
-------------------------------------------------------
HydraLogic Systems Inc. announced that CCM Master Qualified Fund,
Ltd., has agreed to further extension of the Forbearance Agreement
through to November 30, 2009.

"We are in the process of reviewing various options currently
available to us in our efforts to discharge the Lenders note",
stated Michael Beckley, President and Chief Executive Officer of
HydraLogic Systems Inc.

"At this time, we are seeing substantially more interest in
acquiring part and/or all of the operating assets of the Company
by private equity firms, who, impressed that our operations are
delivering a positive EBITA in these challenging economic times,
see considerable value going forward."

                    About HydraLogic Systems

HydraLogic is an innovator of engineered misting systems and
proprietary environmental chemistries with reoccurring revenue
distribution platforms.  The Company strives to be market leaders
in providing technologies, through turnkey distribution and
service models into the multi-billion dollar mosquito and odour
control industries as Bug Defence and HLS Ecolo respectively.
HydraLogic Systems is traded on the TSX Venture exchange - symbol:
HLS.


HYDROGENICS CORP: Closes Financing Deal with Algonquin Power
------------------------------------------------------------
Hydrogenics Corporation has closed the non-dilutive financing
transaction with Algonquin Power Income Fund (Toronto: APF.UN)
with gross cash proceeds of approximately C$10.8 million.

Hydrogenics Corporation, formerly 7188501 Canada Inc. -- New
Hydrogenics -- on October 27, 2009, completed the non-dilutive
financing transaction which involved (i) a plan of arrangement
between New Hydrogenics; Algonquin Power & Utilities Corp.,
formerly Hydrogenics Corporation -- Old Hydrogenics; and Old
Hydrogenics' wholly owned subsidiaries, Stuart Energy Systems
Corporation and Hydrogenics Test Systems Inc.; and (ii) take-over
bids pursuant to which Old Hydrogenics made offers to acquire all
of the issued and outstanding units and convertible debentures of
Algonquin Power Income Fund.

Pursuant to the Plan of Arrangement, which was completed on
October 27, 2009, Old Hydrogenics, Stuart Energy and Test Systems
transferred substantially all of their assets and liabilities to
New Hydrogenics and the existing class of common shares of Old
Hydrogenics were redeemed for common shares in the capital of New
Hydrogenics.  New Hydrogenics has substantially all of the same
assets, liabilities, directors, management and employees as Old
Hydrogenics had previous to the Transaction, except for certain
tax attributes that remain behind, and Old Hydrogenics
shareholders have become shareholders of New Hydrogenics.

Pursuant to the Offers, unitholders of Algonquin Power have
exchanged their Units for a new class of common shares of Old
Hydrogenics, and debentureholders of Algonquin Power have
exchanged their convertible debentures for convertible debentures
of Old Hydrogenics or New Common Shares, which has resulted in,
among other things, unitholders of Algonquin Power becoming
shareholders of Old Hydrogenics and Algonquin Power becoming a
subsidiary entity of Old Hydrogenics.  Old Hydrogenics has been
renamed "Algonquin Power & Utilities Corp." and New Hydrogenics
continues the Hydrogenics business as "Hydrogenics Corporation".

Subject to the final approval of the Toronto Stock Exchange and
NASDAQ Global Market the common shares of New Hydrogenics will
trade on the TSX under the symbol "HYG" and on NASDAQ under the
symbol "HYGS".  The existing certificates for Old Hydrogenics
common shares represent common shares of New Hydrogenics.

Specifically, 42,651,749 units of Algonquin Power (53.96% of the
total issued and outstanding Units), $68,699,000 principal amount
of 6.65% convertible unsecured subordinated debentures of
Algonquin Power due July 31, 2011 (80.86% of the aggregate
principal amount of Series 1 Debentures) and $44,624,000 principal
amount of 6.20% convertible unsecured subordinated debentures of
Algonquin Power due November 30, 2016 (74.41% of the aggregate
principal amount of Series 2 Debentures) have been tendered to the
Exchange Offers.  The remaining 36,396,271 Units (46.04% of the
total issued and outstanding Units) were acquired by Hydrogenics
pursuant to the compulsory acquisition provisions of Algonquin
Power's declaration of trust.  The remaining $16,265,000 principal
amount of Series 1 Debentures (19.14% of the aggregate principal
amount of Series 1 Debentures) and $15,343,000 principal amount of
Series 2 Debentures (25.59% of the aggregate principal amount of
Series 2 Debentures) were acquired by Hydrogenics pursuant to the
compulsory acquisition provisions of Algonquin Power's trust
indenture in respect of the Debentures.  Hydrogenics did not own
any Units or Debentures prior to completion of the Exchange
Offers.

Daryl Wilson, Hydrogenics' President and CEO, stated, "we are very
pleased to announce the closing of this complex transaction, which
was clearly in the best interests of our company and our
investors.  We have bolstered Hydrogenics' balance sheet in a way
that was non-dilutive to shareholders -- leaving the company
stronger positioned to pursue our many growth initiatives in
2010."

The Company had indicated that in the event that the transaction
with the trustees of Algonquin Power Income Fund is either not
completed, or is delayed, it will require additional financing in
the fourth quarter of 2009 to continue its operations as a going
concern. In the event that the proposed transaction is completed,
the Company anticipates it will require additional funding during
2010.

                         About Hydrogenics

Based in Mississauga, Ontario, Hydrogenics Corporation (TSX: HYG;
Nasdaq: HYGS) -- http://www.hydrogenics.com/-- develops and
provides hydrogen generation and fuel cell products and services,
serving the growing industrial and clean energy markets.
Hydrogenics has operations in North America and Europe.


HYDROGENICS CORP: Posts $5.4 Million Q3 2009 Net Loss
-----------------------------------------------------
Hydrogenics Corporation reported to the U.S. Securities and
Exchange Commission its financial results for the quarterly period
ended September 30, 2009.

Highlights for the three months ended September 30, 2009 compared
to the three months ended September 30, 2008:

     -- Revenues, decreased $7.4 million or 68%, reflecting lower
        revenues in Hydrogenics' OnSite Generation and Power
        Systems business units due to the timing of project
        execution, which Hydrogenics believes in the case of its
        OnSite Generation business unit are the result of
        prevailing conditions in credit markets and the current
        global economy.

     -- Cash operating costs were $5.6 million, an 18% increase
        from $4.8 million in the third quarter of 2008.  Cash
        operating costs for the third quarter of 2009 include: (i)
        $1.8 million of transaction related expenses associated
        with the Company's proposed transaction with the trustees
        of Algonquin Power Income Fund, which is anticipated to
        generate approximately C$10.8 million of gross proceeds;
        (ii) $0.3 million of deferred compensation costs indexed
        to the Company's share price; and (iii) $200,000 of costs
        attributable to the Company's Test Systems business unit.

     -- EBITDA loss was $5.1 million for the third quarter of
        2009, an increase of $1.7 million or 48% compared to the
        third quarter of 2008.  This increase is attributable to
        $1.8 million of transaction related expenses associated
        with the Company's proposed transaction with the trustees
        of Algonquin Power Income Fund.

     -- Net loss was $5.4 million, a 46% increase from $3.7
        million in the third quarter of 2008.

      -- Cash and cash equivalents, restricted cash and short-term
        investments were $7.3 million as at September 30, 2009, a
        $4.6 million sequential quarterly decrease from the second
        quarter of 2009 reflecting a $5.1 million loss, excluding
        non-cash items partially offset by $0.5 million of non-
        cash working capital.

Highlights for the nine months ended September 30, 2009 compared
to the nine months ended September 30, 2008:

     -- Revenues, exclusive of our Test Systems business unit,
        decreased $13.4 million or 48%, primarily reflecting lower
        revenues in the Company's OnSite Generation business unit.

     -- Cash operating costs were $17.2 million, consistent with
        the nine months ended September 30, 2008.  Cash operating
        costs for the nine months ended September 30, 2009
        include: (i) $3.0 million of transaction related expenses
        associated with the Company's proposed transaction with
        the trustees of Algonquin Power Income Fund; (ii) $700,000
        of deferred compensation costs indexed to the Company's
        share price; (iii) $600,000 of costs associated with
        business streamlining initiatives; and (iv) $400,000
        of costs attributable to the Company's Test Systems
        business unit.

     -- EBITDA loss was $14.4 million for the nine months ended
        September 30, 2009, an increase of $2.0 million or 16%
        compared to the nine months ended September 30, 2008.
        This increase is attributable to the factors noted
        partially offset by cost savings related to the Company's
        ongoing business streamlining initiatives.

     -- Net loss was $15.4 million, a 26% increase from $12.2
        million in the nine months ended September 30, 2008.

As of September 30, 2009, the Company had $33.2 million in total
assets against $22.6 million in total liabilities.

At September 30, 2009, the Company had $1.6 million of restricted
cash as collateral under the terms of the Company's credit
agreements.  The Company had $2.4 million of letters of credit and
letters of guarantee outstanding as at September 30, 2009 ($2.3
million as at December 31, 2008) with expiry dates extending to
October 2011.

"As the global economy stabilizes, our strategic growth
initiatives remain on track - with increasing visibility and order
flow for renewable energy projects, fuel cells, and industrial
hydrogen applications alike, pointing to a recovery in our end
markets," said Daryl Wilson, President and Chief Executive
Officer.  "The company is well positioned for top line growth and
margin expansion, and we look forward to sequential gains in the
quarters to come. With the imminent closing of our $10.8 million
non-dilutive financing with the trustees of Algonquin Power Income
Fund, our cash position is immediately bolstered allowing us to
pursue other initiative to fund our operations," added Mr. Wilson.

A copy of the Company's Third Quarter 2009 Interim Consolidated
Financial Statements and Results of Operations (Unaudited) is
available at no charge at http://ResearchArchives.com/t/s?4828

A copy of the Company's Third Quarter 2009 Management's Discussion
and Analysis of Financial Condition and Results of Operations is
available at no charge at http://ResearchArchives.com/t/s?4829

A copy of the Company's slide presentation is available at no
charge at http://ResearchArchives.com/t/s?482a

The Company had indicated that in the event that the transaction
with the trustees of Algonquin Power Income Fund is either not
completed, or is delayed, it will require additional financing in
the fourth quarter of 2009 to continue its operations as a going
concern. In the event that the proposed transaction is completed,
the Company anticipates it will require additional funding during
2010.

                         About Hydrogenics

Based in Mississauga, Ontario, Hydrogenics Corporation (TSX: HYG;
Nasdaq: HYGS) -- http://www.hydrogenics.com/-- develops and
provides hydrogen generation and fuel cell products and services,
serving the growing industrial and clean energy markets.
Hydrogenics has operations in North America and Europe.


INFINITO GOLD: Receives Default Waivers Until November 30
---------------------------------------------------------
Infinito Gold Ltd. has received waivers of events of default under
the outstanding $50,500,000 Secured Convertible Notes of the
Company held by Exploram Enterprises Ltd. and Auro Investments
Ltd.

When the Notes were issued, the Company and the Noteholders
expected the current Costa Rican legal challenge to the grant of a
change of land use permit for the Crucitas mine before the SALA IV
in Costa Rica would be resolved in time to permit the Company to
complete the drawdown of funds under a project debt financing
facility to finance commencement of construction at the Crucitas
project by September 30, 2009.  Consistent with this view, the
Notes provided that it would be an Event of Default if the Sala IV
proceedings had not been resolved favourably by June 30, 2009 and
if the first drawdown under a project debt financing facility did
not occur by September 30, 2009 and the first interest payment due
under the Notes was payable on September 30, 2009.

As the court proceedings have not been resolved, the Company has
not completed a drawdown under a project debt financing facility
and does not have the funds to fund payment of interest due on
September 30, 2009.  The Noteholders have granted the Company a
waiver of the events of default associated with its non-compliance
with each of these provisions until November 30, 2009.  In
addition, as of September 30, 2009, the Company owed $4.4 million
in accrued interest, plus structuring fees of $510,000 to the
Noteholders, and the Noteholders have agreed to defer payment of
these fees by the Company (and waived the defaults related to non-
payment) until November 30, 2009.  Interest is accruing on these
unpaid amounts at a rate of 15% per annum.  These waivers
represent the fifth time since June 30, 2009 the Noteholders have
waived events of default relating to the delay in receipt of a
decision by the SALA IV, each previous waiver having been given
for a period of approximately one month.

Exploram is the controlling shareholder of the Company and Auro is
a company associated with Steven Dean, the Company's Chairman.

Infinito Gold Ltd. is a gold exploration & development company
based in Calgary, Canada, in the process of transisting from
junior explorer to gold producer.


IRIDIUM OPERATING: Wins Confirmation of Liquidating Plan
--------------------------------------------------------
The Bankruptcy Court has issued an order confirming Iridium
Operating's First Amended Joint Chapter 11 Plan of Liquidation,
BankruptcyData reports.

BData says the Court also issued a separate order approving an
administrative expense claim in favor of the Internal Revenue
Service and a distribution on account of such claim, (B)
authorizing and directing the Plan administrator for Iridium
Operating to file all tax returns on behalf of the parent and to
take such other steps as the Plan administrator deems appropriate
to wind-up the business of the parent, (C) approving the dismissal
of the Chapter 11 cases of Iridium LLC and Iridium Promotions,
Inc. and (D) granting related relief.

                      About Iridium Operating

Iridium Operating LLC used to develop and deploy global wireless
personal communication systems.   Iridium was a spinoff from
Schaumburg, Illinois-based Motorola.

It was formerly a unit of Motorola Inc.  On August 19, 1999, some
holders of Iridium's senior notes filed an involuntary chapter 11
petition (Bankr. S.D.N.Y. Case No: 99-45005) against Iridium and
its subsidiary Capital Corp.  At that time, the Debtors were
highly leveraged with $3.9 billion in secured and unsecured debt.
On the
same date, Iridium and 7 other subsidiaries filed voluntary
chapter 11 petitions in Delaware.  They consented to the
jurisdiction of the N.Y. Court in Sept. 7, 1999.

William J. Perlstein, Esq., and Eric R. Markus, Esq., at Wilmer,
Cutler & Pickering represent the Debtors in their restructuring
efforts.  John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP
represent the petitioning creditors: Magten Partners, Wall
Financial Investments (USA) Ltd., and Canyon Capital Advisors LLC,
as Fund Manager for The Value Realization Fund, L.P.  Bruce
Weiner, Esq., at Rosenberg, Musso & Weiner LLP, represent the
Official Committee of Unsecured Creditors.

Iridium's operating unit sold all of its operating assets in 2000
to Iridium Satellite.


JAGIRDAR INC: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jagirdar, Inc.
           dba Comfort Inn
        5784 Wembley Drive
        Douglasville, GA 30135

Bankruptcy Case No.: 09-89270

Chapter 11 Petition Date: November 2, 2009

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

Debtor's Counsel: Paul Reece Marr, Esq.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  Email: pmarr@mindspring.com

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

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


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

         http://bankrupt.com/misc/ganb09-89270.pdf

The petition was signed by David Jagirdar, CEO of the Company.


LAND O'LAKES: Moody's Assigns Rating on $375 Mil. Senior Facility
-----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to Land O'Lakes,
Inc.'s new $375 million senior secured bank revolving credit
facility, and assigned (P)Baa3 ratings to its pending issuances of
$325 million in aggregate of privately placed senior secured
notes.  In addition, Moody's affirmed the company's corporate
family and probability of default ratings at Ba1, and its
speculative grade liquidity rating at SGL-3.  Finally, Moody's
withdrew the Baa3 rating on the company's $400 million senior
secured bank revolving credit facility that was replaced by the
new $375 million bank facility.  The outlook is stable.

Ratings Assigned:

Land O'Lakes, Inc.:

  -- $375 million senior secured revolving credit facility due
     April 2013 at Baa3 (LGD3); LGD Rate at 30%;

  -- $155 million of 6.24% senior secured notes due December 2016
     at (P)Baa3 (LGD3); LGD Rate at 37%;

  -- $85 million of 6.67% senior secured notes due December 2019
     at (P)Baa3 (LGD3); LGD Rate at 37%;

  -- $85 million of 6.77% senior secured notes due December 2021
     at (P)Baa3 (LGD3); LGD Rate at 37%.

Ratings Affirmed (certain LGD rates revised):

Land O'Lakes, Inc.

  -- Corporate family rating at Ba1;

  -- Probability of default rating at Ba1;

  -- $150 million 9% senior secured second lien debt at Baa3
     (LGD3); LGD Rate at 37%;

  -- Senior unsecured notes at Ba2 (LGD4); LGD Rate at 64%;

  -- Speculative grade liquidity rating at SGL-3.

Land O'Lakes Capital Trust I

  -- $191 million 7.45% capital securities at Ba2 (LGD5); LGD Rate
     to 88% from 89%.

Ratings Withdrawn:

Land O'Lakes, Inc.

  -- $400 million senior secured revolving credit at Baa3 (LGD2);
     LGD Rate at 29%.

The new and pending debt security issuances are part of a
refinancing program initiated by Land O'Lakes to extend the term
of its near-term debt maturities, to reduce interest costs, and to
provide additional liquidity.  The refinancing program includes
the issuance of $700 million in new debt securities consisting of
the newly issued $375 million senior secured bank revolving credit
facility that replaced the $400 million bank facility due August
2011; and $325 million of privately placed senior secured notes
that will be issued on or about December 15 when several existing
notes will be called.  Land O'Lakes also amended its five-year
$400 million receivables securitization facility to extend the
maturity to April 2013.

The pending private notes will be issued in three tranches:
$155 million of 6.24% senior secured notes due 2016; $85 million
of 6.67% senior secured notes due December 2019; and $85 million
of 6.77% senior secured notes due 2021.  These notes will be sold
under a note purchase agreement that Land O'Lakes has executed
with several institutional lenders.

Land O'Lakes has provided an irrevocable notice to redeem
$350 million of 8.75% senior unsecured notes due 2011, and
$175 million of 9.00% senior secured notes due 2010.  As of
October 29, 2009, the aggregate outstanding under the called notes
was $323.7 million.  These notes will be redeemed at par on
December 15, 2009, using the proceeds from the new debt security
issuances, at which time the new private notes will be assigned
definitive ratings and the ratings on the called notes will be
withdrawn.

Moody's most recent rating action for Land O'Lakes on February 26,
2009, affirmed the ratings of Land O'Lakes, Inc., including the
company's corporate family and probability of default ratings at
Ba1, and its speculative grade liquidity rating at SGL-3.

Land O'Lakes, Inc., based in Arden Hills, Minnesota, is an
agricultural cooperative focusing on dairy food, animal feed, and
agricultural crop inputs.  Revenues for the fiscal year ended
December 31, 2008, were approximately $12 billion.


LANDAMERICA FIN'L: Extends Employment of G. Evans Until Dec. 31
---------------------------------------------------------------
In a Form 8-K filing with the U.S. Securities and Exchange
Commission, Debtor LandAmerica Financial Group, Inc., disclosed
that it has extended the employment of G. William Evans, the
company's executive vice president and chief financial officer,
to assist with matters relating to LFG's Chapter 11 bankruptcy
case.  It currently is anticipated that Mr. Evans' employment
with LFG will terminate no later than December 31, 2009, unless
proceedings in the Bankruptcy Court make further extensions
necessary or advisable.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: J. Chiang Plea for Rule 2004 Examination Denied
------------------------------------------------------------------
The Bankruptcy Court denied the Rule 2004 Examination requested by
John Chiang, Controller of the State of California, without
prejudice.

John Chiang, Controller of the State of California, has been
seeking adequate information on (1) claims against the Debtors
that are asserted by other Debtors or non-debtor affiliates and
that will be automatically allowed under the Amended Joint
Chapter 11 Plan; (2) claims against the Debtors that arise under
Chapter 5 of the Bankruptcy Code and that will be automatically
released under the Plan; and (3) the financial affairs of Capital
Title Group, Inc. and affiliated non-debtors that was able to
file a bankruptcy petition up to five calendar days before the
voting-and-confirmation-objection deadline and still be treated
as a Debtor for purposes of the Plan.

The Controller reminded the Court that its concerns were
considered at the Disclosure Statement hearing and the Court
itself noted that expedited discovery and other relief could be
sought in order to procure information needed to assess the
propriety of the Plan.

The Controller thus endeavored to obtain discovery from the
Debtors on consensual terms, but an agreement has not yet been
reached and time is quickly running out.  Accordingly, the
Controller asked the Court to require the Debtors to produce
certain requested documents and to arrange for a knowledgeable
representative to be examined under Rule 2004 of the Federal
Rules of Bankruptcy Procedure.

The Controller further proposed a schedule for discovery and in
an attempt to ease the burden on the Debtors, has requested that
information be provided on a rolling basis beginning with the
most accessible information.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: To Pay $15MM Balance Under 2nd PBGC Settlement
-----------------------------------------------------------------
The Pension Benefit Guaranty Corporation has filed three
unliquidated claims against each of LandAmerica Financial Group,
Inc., LandAmerica 1031 Exchange Services, Inc. and certain other
Debtors.  The PBGC Claims assert damages for (i) PBGC flat rate
and variable premiums; (ii) termination premiums, at the rate of
$1,250 per participant per year for three years, under Section
1306(a)(7) of the Labor Code; (iii) unpaid minimum funding
contributions; and (iv) unfunded benefit liabilities estimated by
the PBGC in April 2009 to be approximately $35.7 million if the
Cash Balance Plan terminates.

The PBGC Claims allege joint and several liability of LandAmerica
Financial Group Inc. and each LFG Controlled Group Member,
including each of its direct and indirect subsidiaries.

LFG sponsors the LandAmerica Financial Group, Inc. Cash Balance
Plan, which is a defined benefit pension plan subject to Title IV
of the Employee Retirement Income Security Act of 1974 that is
within the jurisdiction of the PBGC.  The Cash Balance Plan had
approximately 7,400 participants as of January 1, 2009.  SunTrust
Bank is the trustee of the Cash Balance Plan.

Also as previously reported, the Debtors and the PBGC, among
others, reached a settlement in mid May 2009 whereby LFG would
escrow 30% of the net cash or cash equivalent proceeds actually
received from the sale of LandAmerica Home Warranty Company,
LandAmerica Property Inspection Services, Inc., Buyer Real Estate
Services, Inc., and Residential Property Maintenance, Inc.,
together referred to as "Home Warranty"; and LoanCare Servicing
Center, Inc., and LC Insurance Agency, Inc., together referred to
as "LoanCare" for the benefit of funding a standard termination
of the Cash Balance Plan or to satisfy allowed claims, if any, of
the PBGC in exchange for the release of HomeWarranty and LoanCare
from any payment.  The May 2009 Settlement is referred to as the
First PBGC Settlement.

In order to consensually resolve all PBGC Claims, the Debtors,
representatives of the Debtors, the Creditors' Committees, and
the PBGC entered into further negotiations in September 2009.
After weeks of extensive arm's-length negotiations, the Parties
reached an agreement on October 23, 2009, regarding a global
settlement of the PBGC Claims, whereby LFG agree to pay the Cash
Balance Plan $15,000,000 in exchange for the PBGC's release and
discharge of all LFG Controlled Group Members from the PBGC
Claims or  any other claim under ERISA Title IV.

The salient terms of the parties' Settlement Agreement are:

  (a) Within two business days after the date on which an order
      by the Court approving the Settlement Agreement becomes
      final, non-appealable and not subject to stay, appeal,
      rehearing or reconsideration order, LFG will pay
      $15,000,000 to the Cash Balance Plan;

  (b) Upon the later of the order approving the Settlement
      Agreement becoming a Final Order and the Cash Balance
      Plan's receipt of the Settlement Amount, PBGC will
      absolutely and unconditionally release all LFG Controlled
      Group Members from the PBGC Claims;

  (c) Upon the later of the order approving the Settlement
      Agreement becoming a Final Order and the Payment Date,
      PBGC, LFG and the LFG Committee will (i) agree to
      terminate the First PBGC Settlement Agreement, and (ii)
      direct the escrow agent, Branch Banking and Trust Company,
      under the related Escrow Agreement dated July 29, 2009, to
      disburse all of the Escrow Fund to LFG pursuant to Section
      4(a) of the Escrow Agreement within two business days;

  (d) Upon the Payment Date, LES will pay LFG $3.75 million --
      the Intercompany Payment; provided that in the event the
      Cash Balance Plan terminates in a standard termination in
      accordance with Section 4041(b) of the ERISA and Section
      1341(b) of the Labor Code, LFG will receive a distribution
      of any residual assets of the Cash Balance Plan in
      accordance with ERISA and Section 8.04 of the Cash Balance
      Plan and will pay LES 25% of any net amount;

  (e) All Non-Debtor Affiliates are intended to be and are
      deemed to be third party beneficiaries of the Settlement
      Agreement with all benefits, protections, and rights to
      be enforced;

  (f) Although the Settlement Amount is intended to help
      facilitate a Standard Termination of the Cash Balance
      Plan, the Parties agree and acknowledge that there is no
      assurance that a Standard Termination of the Cash Balance
      Plan can or will be accomplished, and there is neither any
      agreement or obligation of the LFG Controlled Group
      Members to effectuate or fund a standard termination of
      the Cash Balance Plan, nor any agreement or obligation of
      PBGC to refrain from initiating or resuming proceedings to
      terminate the Cash Balance Plan involuntarily.  PBGC
      understands, acknowledges, and agrees that after the
      Settlement Amount is paid to the Cash Balance Plan, PBGC
      will have no recourse against the LFG Controlled Group
      Members for the PBGC Claims;

  (g) As partial consideration for PBGC's release of any
      termination premiums claim, the Debtors, with the consent
      of the LFG Committee and the LES Committee, on behalf of
      themselves and any successors-in-interest, waive all
      rights to any excess assets of the Cash Balance Plan after
      the involuntary termination, provided that the order or
      agreement effecting the termination does not become final
      and effective before July 1, 2010;

  (h) PBGC agrees it will not object to or otherwise oppose the
      Liquidating Plan on any grounds; and

  (i) In the event the Liquidating Plan is not approved by the
      Debtors' creditors, both LES and LFG reserve all rights,
      claims and defenses against the other, including
      contribution claims relating to the Settlement Amount, the
      Intercompany Payment or otherwise.

A full-text copy of the Second PBGC Settlement Agreement is
available for free at:

       http://bankrupt.com/misc/LandAm_2ndPBGCSettlement.pdf

LFG and LES, in their business judgment, believe that the Claims
Settlement Agreement is in the best interests of their estates.
In addition, as the Second PBGC Settlement Agreement contemplates
releases of the PBGC Claims in favor of LFG Controlled Group
Members, the Debtors other than LFG and LES, as well as non-
debtor affiliates, are benefited by the terms of the Settlement
Agreement.

Accordingly, LFG and LES ask the Court to approve their entry
into the Second PBGC Settlement Agreement.

                 About LandAmerica Financial Group

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LAS VEGAS SANDS: Reports Loss as Revenue Misses Estimates
---------------------------------------------------------
Las Vegas Sands Corp. reported a net loss of $76.5 million, or 19
cents a share, on revenues of $908.26 million for thee months
ended Sept. 30, 2009, compared with a net loss of $32.2 million,
or 19 cents a share, on $805.26 million during the comparable
period last year.  Net revenue for the third quarter of 2009 was
$1.14 billion, an increase of 3.2% compared to $1.11 billion in
the third quarter of 2008.  Consolidated adjusted property EBITDAR
in the third quarter of 2009 increased 11.7% to $272.3 million,
compared to $243.8 million in the year-ago quarter.

According to Bloomberg, Las Vegas Sands Corp., which is controlled
by billionaire Sheldon Adelson, posted its seventh straight
quarterly loss after U.S. gamblers spent less and businesses
canceled conferences in the recession.

Bloomberg notes that while sales rose 3.2% to $1.14 billion, the
figures missed the $1.16 billion average estimate.  Macau, the
only part of China where casinos are legal, helped Sands counter
declines on the Las Vegas Strip, where resorts have slashed prices
in response to drop in corporate meetings and betting.

Sheldon G. Adelson, chairman and CEO, said in a statement, "We are
pleased to report that our properties in Macau delivered a record
performance in adjusted property EBITDAR, led by healthy gaming
volumes in combination with the consistent execution of our right-
sizing and cost savings programs.  These efforts resulted in
record adjusted property EBITDAR margin at The Venetian Macao of
30.5%, compared to 26.0% in the prior year quarter, and
meaningfully improved EBITDAR margin at Sands Macao of 27.5%,
compared to 17.1% during the third quarter of last year.

"While our current quarter's results in Las Vegas reflected
unusually low table games hold, which negatively impacted our
revenues by approximately $40 million, the execution of our cost
savings programs has positioned us to deliver improved operating
margins and cash flows as the economy recovers.  In addition, we
just completed the best quarter in our history with respect to
future group room night bookings, and today we have more group
rooms on the books for 2010 than we expect to realize in calendar
year 2009.

"We remain focused on our de-leveraging strategy and during the
quarter we increased our financial flexibility by completing both
an amendment of our Macau credit facilities and a $600 million
pre-IPO exchangeable bond financing. We also filed an application
for a listing of our Macau operations on the Hong Kong Stock
Exchange.

"In Singapore, we continue to progress on the development of
Marina Bay Sands.  After topping off the three 55-story hotel
towers in July, we are making progress on the installation of the
SkyPark(TM), which is the final major structural feature of the
property. We are making steady progress on pre-opening
activities for each of the major operational areas of the property
and remain focused on opening Marina Bay Sands in the first
quarter of 2010."

A full-text copy of the Company's news release on its third
quarter results is available for free at:
http://researcharchives.com/t/s?4827

                       About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.
The casino company is controlled by billionaire Sheldon Adelson.

As reported by the TCR on Aug. 4, 2009, Moody's Investors Service
has placed Las Vegas Sands, Corp.'s ratings, including its B3
Corporate Family Rating, on review for possible downgrade.  The
review for possible downgrade reflects LVSC's weak fiscal 2009
second quarter operating results and Moody's heightened concern
regarding the company's ability to maintain an adequate liquidity
profile, reduce leverage, and remain in compliance with its
financial covenants.


LDG SOUTH: List of 20 Largest Unsecured Creditors
-------------------------------------------------
LDG South, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida a list of its 20 largest unsecured
creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/flmb09-24038.pdf

Naples, Florida-based LDG South, LLC, filed for Chapter 11
bankruptcy protection on October 22, 2009 (Bankr. M.D. Fla. Case
No. 09-24038).  Stephen R. Leslie, Esq., at Stichter, Riedel,
Blain & Prosser assists the Company in its restructuring efforts.
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 liabilities.


LDG SOUTH: Taps Stichter Riedel as Bankruptcy Counsel
-----------------------------------------------------
LDG South, LLC, has asked for permission of the U.S. Bankruptcy
Court for the Middle District of Florida to hire Stitchter,
Riedel, Blain & Prosser, P.A., as the Company's bankruptcy
counsel, nunc pro tunc to October 22, 2009.

Stichter Riedel will, among other things:

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

     -- appear before the Court and the U.S. Trustee to represent
        and protect the interests of the Debtor;

     -- assist with and participating in talks with creditors and
        other parties-in-interest in formulating a reorganization
        plan, drafting such a plan and a related disclosure
        statement, and taking necessary legal steps to confirm
        such a plan; and

     -- represent the Debtor in all adversary proceedings,
        contested matters, and matters involving administration of
        this case; and

     -- represent the Debtor in negotiations with potential
        financing sources.

Stitchter Riedel will be paid at these rates:

      Professional                Hourly Rate
      ------------                -----------
    Harley E. Riedel                  $475
    Stephen R. Leslie                 $355
    Daniel R. Fogarty                 $210
    Partners                        $325-$475
    Associates                      $210-$325
    Paralegals                        $150

Stephen R. Leslie, an attorney at Stichter Riedel, assures the
Court that Stichter Riedel does not have interests adverse to the
interest of the Debtors' estates or of any class of creditors and
equity security holders.  Mr. Leslie maintains that Stichter
Riedel is a disinterested person as the term is defined under
Section 101(14) of the Bankruptcy Code.

Naples, Florida-based LDG South, LLC, filed for Chapter 11
bankruptcy protection on October 22, 2009 (Bankr. M.D. Fla. Case
No. 09-24038).  Stephen R. Leslie, Esq., at Stichter, Riedel,
Blain & Prosser assists the Company in its restructuring efforts.
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 liabilities.


LEHMAN BROTHERS: Hearing on Barclays Windfall Charges in April
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
issued a scheduling order on the motions filed by Lehman Brothers
Holdings Inc., the Official Committee of Unsecured Creditors, and
Lehman Brothers Inc.'s trustee, seeking reconsideration of the
Court's prior decision authorizing the sale of LBHI's North
American broker-dealer business to Barclays Capital Inc.

The order dated October 27, 2009, sets this timetable:

November 16, 2009      Deadline for LBHI, LBI Trustee and
                        Creditors' Committee to file adversary
                        complaints in case they intend to file
                        complaints connection with their
                        motions.

                        Deadline for LBHI, LBI Trustee and
                        Creditors Committee to respond to the
                        document requests served by Barclays on
                        September 22 and 23, 2009.

                        Deadline for Barclays to provide
                        supplemental documents consisting of GFS
                        Reports for each day between
                        September 12 and 30, 2008 for
                        which a report has not already been
                        produced; and additional documentation
                        to explain and support the acquisition
                        balance sheet reported by Barclays in
                        February 2009.

December 8, 2009       Deadline for LBHI, LBI Trustee and
                        Creditors' Committee to respond to the
                        supplemental document requests served by
                        Barclays on October 9, 2009.

December 15, 2009      Deadline for LBHI, LBI Trustee and
                        Creditors' Committee to serve statements
                        of the facts relevant to their motions
                        as to which they contend there is no
                        genuine issue that requires an
                        evidentiary hearing.

January 8, 2010        Deadline for Barclays to identify
                        witnesses it may use to present expert
                        testimony in support of its opposition
                        to the motions and to serve on LBHI, LBI
                        Trustee and the Creditors' Committee
                        expert reports.

January 22, 2010       Deadline for Barclays to complete
                        depositions unless it chooses to conduct
                        any deposition at a later date, in which
                        case the deposition should be completed
                        by no later than February 15, 2010.

January 29, 2010       Deadline for Barclays to serve
                        a single consolidated opposition to the
                        motions other than LBI Trustee's
                        arguments regarding interpretation of
                        the sale order and the purchase
                        agreement relating to the "undelivered
                        assets," and an opposition to all
                        arguments made by LBI Trustee regarding
                        interpretation of the sale order and the
                        purchase agreement relating to the
                        undelivered assets.  Barclays may also
                        file a motion to enforce the sale order
                        and secure the transfer of any
                        undelivered assets.

                        Deadline for Barclays to serve
                        statements responding to the statements
                        submitted by LBHI, LBI Trustee and the
                        Creditors Committee.

February 15, 2010      Deadline for LBHI, LBI Trustee and
                        Creditors Committee to take additional
                        discovery including deposition.

March 1, 2010          Deadline for LBHI, LBI Trustee and
                        Creditors Committee to identify
                        experts and serve expert reports.

March 4, 2010          Deadline for LBHI, LBI Trustee and
                        Creditors Committee to serve their
                        respective reply papers in further
                        support of their motions; and opposition
                        to any motion Barclays may file to
                        enforce the sale order.

March 18, 2010         Deadline for Barclays to serve and file
                        its reply brief in further support of
                        its motion to enforce the transfer of
                        the undelivered assets.

March 25, 2010         Oral argument on motions of LBHI, LBI
                        Trustee and the Creditors Committee.

The Court has also scheduled ten days for any potential
evidentiary hearing on the motions of LBHI, et al., beginning at
10 a.m. on April 26, 2010, and continuing as needed for the week
of April 26, 2010 and the week of May 3, 2010.

If the Court determines that an evidentiary hearing is required,
the parties must make an agreement and submit to the Court for
its approval a schedule for the conduct of the evidentiary
hearing as well as for the exchange of witness lists, exhibit
lists, and deposition designations applicable.

                      Windfall Allegations

Lehman Brothers Holdings Inc., which is now being led by Alvarez &
Marsal has asked the U.S. Bankruptcy Court for the Southern
District of New York to revisit a ruling at the end of September
last year later approving the sale of LBHIS' North American
broker-dealer business to Barclays Capital Inc.

The move by LBHI came following the results of LBHI's
investigation into the sale, showing that the deal that closed
differed from the one approved by the Court and allegedly gave the
U.K. bank "immediate and enormous windfall profit" in the sum of
$8.2 billion.

LBHI clarified in its motion under Rule 60(b) of the Federal Rules
of Civil Procedure that it is not necessary to undo the sale and
said the Court only needs require Barclays to return to the
Sellers' estates the value it took in excess of what LBHI and
Lehman Brothers Inc. were entitled to convey based on the record
before the Court.

James W. Giddens, trustee for the Liquidation of Lehman Brothers
Inc. under the Securities Investor Protection Act, filed its own
Civil Rule 60(b) motion in the SIPA proceedings, alleging that the
transfer of additional assets to Barclays in accordance with the
Sept. 19, 2008 order by the Bankruptcy Court would create an
unfair windfall for Barclays at the expense of public customers.

Barclays purchased substantially all of Lehman's North American
broker-dealer assets in a sale transaction negotiated, approved
and executed within the span of a few days immediately following
LBHI's filing for bankruptcy.

The Official Committee of Unsecured Creditors has filed its own
motion to have Barclays return proceeds from the alleged windfall.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBI Proposes Protocol to Unwind Receivables
------------------------------------------------------------
James Giddens, trustee for the liquidation of Lehman Brothers
Inc., seeks court approval to implement a process to unwind,
close-out and reduce to cash receivables owed by financial
institutions and other parties under their foreign exchange
derivatives contracts and various other contracts.

Mr. Giddens estimates that there are about 1,700 counterparties
that are indebted to LBI's estate, of which about 120 owe a sum
of $3 million dollars or more.  The receivables due from this
smaller group account for more than 90% of the total receivables
outstanding.

Mr. Giddens proposes these procedures:

  (1) With respect to any receivable, the trustee is authorized
      and has the full power and authority to resolve, fix and
      reduce to cash amounts owed by a counterparty to LBI's
      estate, and such "payment amount" may incorporate setoffs
      solely to the extent that the setoff is permitted by
      applicable law.

      With respect to payment amounts below $3 million, the
      trustee may resolve and reduce to cash the receivables
      without further court order.  The trustee's interim
      reports to the Court will include information regarding
      those receivables collected by LBI's estate in the period
      covered by that report.

  (2) With respect to payment amounts of $3 million and above,
      the trustee will prepare a stipulation and order and seek
      court approval by notice of presentment.

  (3) The stipulation may address and permit the collateral,
      margin, securities or other property held by the
      counterparties or by LBI's estate to be liquidated,
      returned or setoff with respect to any receivable.

  (4) In connection with any stipulation, the trustee is
      authorized but not required to provide a release to the
      counterparties to the extent that the trustee determines
      that a release is appropriate.

The hearing to consider approval of the proposed procedures is
scheduled for November 18, 2009.  Creditors and other concerned
parties have until November 13, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBSF Wants to Compel Chicago Board to Perform
--------------------------------------------------------------
Lehman Brothers Special Financing Inc. asks the U.S. Bankruptcy
Court for the Southern District of New York to compel The Board
of Education of the City of Chicago to perform its obligations
under an ISDA master agreement.

LBSF's attorney, Richard Slack, Esq., at Weil Gotshal & Manges
LLP, in New York, says that even though LBSF has not yet
determined whether to assume or reject the agreement, the Board
has refused to perform its obligations under the agreement.

The agreement at issue is an interest rate swap transaction
entered into by the companies in 2003.  Under the deal, LBSF
agreed to make monthly payments based on a floating interest rate
on a notional amount of $95.35 million while the Board agreed to
make semiannual payments based on a fixed interest rate on the
same notional amount.

Due to declining interest rates, the value of LBSF's position has
increased significantly and the Board owes LBSF about $1,079,647
plus default interest, which the Board has refused to pay,
according to Mr. Slack.

"While LBSF is determining whether to assume or reject the
agreement, the unilateral cessation of required payments is
prohibited and constitutes a violation of the automatic stay,"
Mr. Slack says, adding that the Board's refusal usurped LBSF's
right to assume or reject an executory contract.

The hearing to consider approval of LBSF's request is scheduled
for November 19, 2009.  Creditors and other concerned parties
have until November 3, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBSF Wants to Sell Swap Pact Stake to Goldman
--------------------------------------------------------------
Lehman Brothers Special Financing Inc. seeks authority from the
U.S. Bankruptcy Court for the Southern District of New York to
sell its stake in a swap agreement known as 1992 ISDA Master
Agreement with Structured Asset Receivable Trust Series 2005-1
for $7.03 million to Goldman Sachs Bank USA or its affiliate,
Goldman Sachs Mitsui Marine Derivative Products L.P.

The ISDA agreement dated December 15, 2004, allowed LBSF and the
Trust to enter into an interest rate swap transaction, which is
set to expire on January 21, 2015.  Lehman Brothers Holdings Inc.
serves as credit support provider for LBSF under the agreement.

As of October 21, 2009, LBSF owes $127,041 to Structured Asset
Receivable Trust while the trust owes $5,211,270 plus interest to
LBSF.

Under its deal with Goldman, LBSF agreed to assume, assign and
transfer to Goldman all of its interest in the swap agreement in
return for payment of $7.03 million, subject to adjustments to be
agreed upon by the companies.  Upon assumption of the swap
agreement but immediately prior to assignment, Structured Asset
Receivable Trust is required to pay $5,084,229 plus interest to
LBSF.  Meanwhile, LBHI's obligations under the swap agreement
will not be assumed by Goldman.

The hearing to consider approval of LBSF's request is scheduled
for November 18, 2009.  Creditors and other concerned parties
have until November 13, 2009, to file their objections.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed $639 billion in assets and $613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEONARDO MORCOS: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Leonardo Morcos
        2604 Hidden Valley Road
        La Jolla, CA 92037

Bankruptcy Case No.: 09-16939

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: David L. Speckman, Esq.
                  Speckman & Associates
                  835 Fifth Ave, Suite 301
                  San Diego, CA 92101
                  Tel: (619) 696-5151
                  Email: speckmanandassociates@gmail.com

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

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

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

         http://bankrupt.com/misc/casb09-16939.pdf

The petition was signed by Mr. Morcos.


LEXINGTON PRECISION: Files Third Amended Plan & Disc. Statement
---------------------------------------------------------------
Lexington Precision Corporation and its wholly owned subsidiary
Lexington Rubber Group, Inc. filed their third amended joint plan
of reorganization under Chapter 11 of the Bankruptcy Code and an
explanatory disclosure statement.

The Plan provides repayment in full of all creditors while also
achieving a significant reduction in their consolidated
indebtedness through a conversion of LPC's senior subordinated
notes and junior subordinated note into equity securities of LPC
at values based upon the valuation of the Debtors prepared by the
Debtors' financial advisor, W.Y. Campbell & Company.

Pursuant to the Plan, holders of LPC's senior subordinated notes
will receive shares of Series C preferred stock and holders of
LPC's junior subordinated note and Series B preferred stock will
receive newly-issued shares of LPC Common Stock.  The Series C
preferred stock was designed to permit the holders thereof to
participate fully in the anticipated increase in the enterprise
value of the Debtors following the completion of the Chapter 11
cases, while retaining their priority position relative to the
classes junior to them in the capital structure of LPC.

The Debtors caution holders of LPC's junior subordinated note,
Series B peferred stock, and common stock that, in the event that
the aggregate value of the equity of the Debtors increases at a
rate of less 6% per annum, or if it declines, following the Plan's
Effective Date, the 6% annual accretion to the liquidation
preference of the Series C preferred stock will erode the value of
the LPC common stock that these holders will receive or retain
pursuant to the Plan.

The Plan provides for 19 classes of claims and interests.

General unsecured claims against LPC under Class 7 and general
unsecured claims under Class 17 will receive cash payments in the
aggregate amount equal to 106.75% of the allowed claim comprised
of an initial payment of 10% of the allowed claim on the Effective
Date and 9 payments equal to 10.75% of the allowed claim payable
quarterly commencing 3 months after the Effective Date or when the
claim is allowed.  Classes 7 and 17 are impaired under the Plan
and are entitled to vote.

LPC common stock Interests under Class 11 and Interests in LRGI
under Class 19 are retained.  Classes 11 and 19 are unimpaired and
deemed to accept.

Other equity interests in LPC under Class 12 are cancelled and
will receive no distribution under the Plan.  Class 12 is impaired
and deemed to reject the Plan.

The Debtors believe that the Rubber Group has strong technical
capabilities, leading market positions, and a long history of
earning superior profit and cash margins, with EBITDA for 2009
forecasted to be $10.6 million on net sales of $51.0 million, for
an EBITDA margin of 20.8%.

        2007 and 2008 Actual Sales and 2009 Forecast Sales

                       2007 Actual    2008 Acutal   2009 Forecast
                       -----------    -----------   -------------
Automotive Aftermarket   $22.0MM        $26.6MM        $27.0MM
Automotive OEM            35.8MM         18.0MM          8.9MM
Medical Devices           15.9MM         16.3MM         15.0MM
Other Industries            .8MM          1.4MM           .1MM
                         -------        -------        -------
Total Rubber Group       $74.6MM        $62.3MM        $51.0MM

EBITDA from Continuing
Operations               $13.7MM        $11.4MM        $10.6MM

                       2007 Actual    2008 Acutal   2009 Forecast
                       -----------    -----------   -------------
Automotive OEM           $11.6MM        $8.8MM        $7.5MM
Other Industries           2.2MM         2.0MM         2.2MM
                         -------       -------       -------
Total Metals Group       $13.3MM       $10.8MM        $9.7MM

EBITDA from Continuing
Operations              $490,000     ($205,000)     ($286,000)

                   The New Junior Secured Loan

To fund the distributions under the Plan and the continued
operations of the Reorganized Debtors, the Reorganized Debtors
will obtain the New Junior Secured Loan in an amount not less than
$10 million.

The existing DIP Lenders are expected to participate in the New
Junior Secured Loan in an amount of not less than
$4 million.  The Debtors are currently engaged in negotiations
with certain customers that have expressed an interest in
participating in the remaining portion of the New Junior Secured
Loan.  The Debtors expect that the material terms of the New
Junior Secured Loan will be as set forth on Exhibit 1.67 of the
Plan, although those terms are still subject negotiation.  The
documents evidencing the New Junior Secured Loan will be filed as
part of the Plan Supplement.  Approval of the New Junior Secured
Loan will be sought concurrently with confirmation of the Plan.

A full-text copy of the Debtors' third amended plan is available
for free at http://bankrupt.com/misc/lexington.3rdamendedplan.pdf

A full-text copy of the proposed disclosure statement for the
Debtors' third amended plan is available at for free:

     http://bankrupt.com/misc/lexington.DS3rdamendedplan.pdf

                    About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- and its wholly-owned subsidiary
Lexington Rubber Group, Inc. conduct their operations through two
operating groups, the Rubber Group and the Metals Group.  The
business of the Rubber Group is conducted by LRGI while the
business of the Metals Group is conducted by LPC.

The Rubber Group is a manufacturer of tight-tolerance, molder
rubber componets that are sold to customers who supply the
automotive aftermarket, to customers who supply the automotive
original-equipment manufacturers ("OEMs"), and to manufacturers of
medical devices.  The Metals Group manufactures a variety of high-
volume components that are machined from aluminum, brass, steel,
and stainless steel bars and blanks.  The components produced by
the Metals Group include airbag inflator components, solenoids for
transmissions, fluid handling couplings, hydraulic valve blocks,
power steering components, and wiper-system components, primarily
for use by the automotive OEMs.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  Before this third amended plan, it was
amended twice, on August 8, 2008, and then on December 17, 2008.


LYONDELL CHEMICAL: Jack Williams Named Examiner
-----------------------------------------------
ABI reports that Bankruptcy Judge Ronald E. Gerber approved the
appointment of former ABI Resident Scholar Prof. Jack F. Williams
to probe certain concerns about Lyondell Chemical Co.'s actions
since it filed for chapter 11 protection earlier in 2009.

As reported by the TCR on Oct. 29, 2009, Judge Robert E. Gerber
approved an examiner with a limited budget and scope to conduct
the probe.  The examiner will have a US$200,000 budget and
required filing the final report within 30 days of appointment.

The Official Committee of Unsecured Creditors in Lyondell's cases
asked the Bankruptcy Court to order the appointment of an examiner
to investigate whether Len Blavatnik and the lenders from the
chemical maker's 2007 buyout are unfairly influencing its
bankruptcy.

The Creditors Committee asserts that Lyondell needs an independent
examiner because Mr. Blavatnik, chairman of Access Industries
Holding LLC, still controls the Company.  The examiner, according
to the panel, should probe why the Company wouldn't refinance its
$8 billion bankruptcy loan, and how Mr. Blavatnik and lenders who
worked with him in 2005 will also fund a rights offering that
includes a "forced settlement" of the creditors' lawsuit against
them.  The U.S. trustee supported the Creditors Committee's call
for an examiner.

The Debtors ceded to the Court's view that appointment of an
examiner is mandatory.  However, the Debtors urged the Court to
limit the scope of the examiner's appointment to the issue of
whether or not the Debtors and their professionals have used and
are using customary and appropriate processes with respect to
soliciting equity sponsorship proposals and selecting an equity
sponsorship proposal.

                     About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MANCHESTER HOUSING: Moody's Downgrades Bond Ratings to 'Ba2'
------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Baa3
Manchester Housing and Redevelopment Authority's (NH) Revenue
Bonds Series A & B of 2000.  Security for these bonds is solely
derived from the City of Manchester's allocation of state meals
and room's taxes received in excess of $454,927.  The downgrade
reflects declining debt service coverage levels and the
expectation that the portion of meals and rooms tax dedicated to
the bonds will be insufficient to fully fund the July 1st interest
payment.  The negative outlook reflects concerns that the
dedicated portion of meals and room tax receipts may continue to
fall short of debt service requirements.  In addition, dedicated
net revenues may be insufficient to replenish a draw on the debt
service reserve fund within the required timeframe, which would
constitute an event of default.  The City of Manchester (GO rated
Aa2 with a stable outlook) is under no obligation to make up a
debt service shortfall or replenish a draw on the debt service
reserve fund.

The revenue bonds were originally issued in March of 2000 to fund
the construction of the Verizon Wireless Arena (formerly the
Manchester Civic Center).  The 11,000 seat arena opened in
November of 2001 and primarily hosts sporting events and concerts.
Appropriation risk exists as the transfer of meals and rooms taxes
to the trustee is subject to annual appropriation by City Council.
While the city has never failed to appropriate these funds,
bondholders do not have recourse to the facility in an event of
non-appropriation.

The fiscal 2010 meals and rooms tax distribution to
municipalities, from the State of New Hampshire (GO rated Aa2
with a stable outlook), was capped at the fiscal 2009 level of
$58.8 million as part of the state's adopted biennial budget
(fiscal 2010 and 2011).  For the City of Manchester this action
froze its total meals and rooms tax allocation at $4.85 million
and the amount due to bondholders at $4.399 million (net of
$454,927 retained by the city).  Moody's anticipates the January
2010 principal and interest payment ($3.7 million) will be paid in
full.  However, a $66,325 shortfall is anticipated for the July 1,
2010 interest payment of $681,000.  Coverage levels would drop
further in fiscal 2011 to 0.92 times, representing a shortfall of
approximately $396,000.  Current projections indicate excess meals
and rooms tax receipts following the January 2011 principal and
interest payment to be sufficient to replenish the $66,325 debt
service reserve fund draw down from July although a subsequent
withdrawal would be needed in July 2011.  Assuming there is no
change in the funding formula or additional support, the city's
next meals and room's tax receipt would be insufficient to
replenish the debt service reserve fund to required levels.

In the event that the debt service reserve, which is currently
funded at maximum annual debt service, is drawn upon the
deficiency is to be restored to MADs from net revenues no later
than the second succeeding interest payment date following the
date of withdrawal.  If the debt service reserve fund is not fully
replenished within the required timeframe, an event of default
would occur and all bonds outstanding would become immediately due
and payable.

Of note, the debt service reserve was fully funded at closing with
$525,000 cash and $4.61 million surety bond.  As incremental meals
and rooms tax revenues have annually exceeded debt service
requirements, management has applied excess revenues to reduce the
surety bond portion of the reserve.  Currently, the primary debt
service reserve is funded with $3.52 million of cash and a
$1.62 million surety policy with ACA Financial Guaranty to achieve
MADS of $5.14 million.

                             Outlook

The negative outlook reflects Moody's expectation that dedicated
meals and room's tax receipts will continue to be challenged to
meet debt service payments and/or replenish a draw on the debts
service reserve fund, potentially triggering an event of default.

             What Could Remove The Negative Outlook?

* A change to the meals and rooms tax distribution formula
  resulting in, at a minimum, sum sufficient coverage levels over
  the near term and satisfactory coverage in future periods

* Additional ongoing funds pledged for debt service offsetting the
  anticipated meals and room's tax shortfall

                 What Could Move The Rating Down?

* Further declines in pledged revenues

* Alteration of the state meals and rooms distribution formula
  that disadvantages Manchester

* The inability of future meals and rooms tax receipts to
  replenish a draw on the debt service reserve fund to required
  levels within the necessary timeframe

          Rating Methodology And Last Rating Action Taken

The Manchester Housing and Redevelopment Authority rating was
assigned by evaluating factors believed to be relevant to the
credit profile for this series of bonds including i) the business
risk and competitive position of the issuer versus others within
its industry or sector, ii) the capital structure and financial
risk of the issuer, iii) the projected performance of the issuer
over the near to intermediate term, iv) the issuer's history of
achieving consistent operating performance and meeting budget or
financial plan goals, v) the nature of the dedicated revenue
stream pledged to the bonds, vi) the debt service coverage
provided by such revenue stream, vii) the legal structure that
documents the revenue stream and the source of payment, and viii)
and the issuer's management and governance structure related to
payment.  These attributes were compared against other issuers
both within and outside of the issuers core peer group and the
issuers rating is believed to be comparable to ratings assigned to
other issuers of similar credit risk.

The last rating action was on December 23, 2008, when the Baa3
rating and negative outlook for the Manchester Housing and
Redevelopment Authority was affirmed.


MEDIACOM LLC: June 30 Balance Sheet Upside-Down by $224 Million
---------------------------------------------------------------
Mediacom LLC's consolidated balance sheets at June 30, 2009,
showed $1.58 billion in total assets and $1.80 billion in total
liabilities, resulting in a $224.0 million stockholders' deficit.

At June 30, 2009, the Company's consolidated balance sheets also
showed strained liquidity with $61.3 million in total current
assets available to pay $316.0 million in total current
liabilities.

The Company reported net income of $21.9 million on revenues of
$157.2 million for the three months ended June 30, 2009, compared
with net income of $14.8 million on revenues of $153.9 million
during the corresponding period in 2008.

Revenues increased $3.3 million, or 2.2%, largely attributable to
growth in the Company's high-speed data and phone customers,
largely offset by the inclusion of the MCC cable systems located
in Western North Carolina in the results of the prior year period.
Revenue generating units grew 2.2%, offset in part by the
inclusion of the Exchange Systems in the aggregate number of RGUs
as of June 30, 2008, and average total monthly revenue per basic
subscriber increased $7.14, or 8.4%.

Adjusted OIBDA increased $954,000, or 1.7%, mainly due to growth
in HSD and phone revenues, offset in part by higher service costs
and the inclusion of the WNC Systems in the results of the prior
year period.  The Company defines Adjusted OIBDA as operating
income before depreciation and amortization and non-cash, share-
based compensation charges.

Operating income grew $1.1 million, or 3.8%, to $30.1 million for
the three months ended June 30, 2009, compared to $29.0 million in
the same period in 2008, principally due to the increase in
Adjusted OIBDA and, to a lesser extent, lower depreciation and
amortization, offset in part by the inclusion of the WNC Systems
in the results of the prior year period.

For the six months ended June 30, 2009, the Company had net income
of $33.5 million on revenues of $319 million, compared with net
income of $9.4 million on revenues of $302.8 million during the
six months ended June 30, 2008.

A full-text copy of the Company's consolidated financial
statements for the three months ended June 30, 2009, is available
for free at http://researcharchives.com/t/s?4820

As of June 30, 2009, the Company's total debt was
$1.51 billion.  Of this amount, $43.5 million matures during
the 12 months ending June 30, 2010.

The Company believes that it has sufficient liquidity to meet its
requirements over the next two years, which include debt
maturities of $15.3 million during the remainder of 2009 and
$56.5 million of debt maturities in 2010.  In addition to cash
flows from operating activities, the Company also has
$14.1 million of cash on hand and $301.8 million of unused
revolving credit commitments as of June 30, 2009.

Net cash flows provided by operating activities were
$89.6 million for the six months ended June 30, 2009, primarily
due to Adjusted OIBDA of $117.6 million, offset in part by
interest expense of $45.3 million.

Net cash flows provided by operating activities were
$109.6 million for the six months ended June 30, 2008, primarily
due to Adjusted OIBDA of $113.2 million and the $40.5 million
net change in operating assets and liabilities, offset in part by
interest expense of $52.1 million.

Net cash flows used in investing activities, which consisted
entirely of capital expenditures, were $48.6 million for the six
months ended June 30, 2009, as compared to $61.2 million for the
prior year period.  The $12.6 million decrease in capital
expenditures was primarily due to higher spending in the prior
year period on customer premise equipment, service area expansion
and scalable infrastructure for digital transition deployment and
HSD requirements.  This decrease was partly offset by greater
capital improvements and network replacement related to storm
activity and the development and implementation of customer
provisioning software for HSD and phone customers.

Net cash flows used in financing activities were $36.9 million
for the six months ended June 30, 2009, primarily due to the
Company's capital contribution to Mediacom Communications
Corporation of $110.0 million, substantially offset by a
capital contribution from MCC of $82.2 million and, to a much
lesser extent, net borrowings of $6.0 million under the
Company's revolving credit facility.  In February 2009, the
Company made a $110.0 million capital contribution to MCC to
fund its cash obligation under the Exchange Agreement.  At the
same time, the Company received an $82.2 million capital
contribution from MCC under the Transfer Agreement, comprising an
$8.2 million payment related to the Asset Transfer, and a
$74.0 million payment for the Company's contribution of the
cable systems located in Western North Carolina to MCC.

Net cash flows used in financing activities were $43.5 million
for the six months ended June 30, 2008, mainly due to a net
reduction of debt of $31.3 million and other financing
activities of $8.2 million.

As of June 30, 2009, the Company had unused revolving credit
commitments of $301.8 million under its credit facility, all of
which could be borrowed and used for general corporate purposes
based on the terms and conditions of the Company's debt
arrangements.  All of the Company's unused revolving credit
commitments expire on September 30, 2011, and are not subject to
scheduled reductions prior to maturity.  Continued access to the
credit facility is subject to the Company's remaining in
compliance with the covenants of such credit facility, principally
the requirement that it maintains a maximum ratio of total senior
debt to cash flow, as defined in the credit agreement, of 6.0 to
1.0.

The Company has issued senior notes totaling $625 million as of
June 30, 2009.  The indentures governing the senior notes contain
financial and other covenants that are generally less restrictive
than those found in the Company's credit facility, and do not
require the Company to maintain any financial ratios.  Principal
covenants include a limitation on the incurrence of additional
indebtedness based upon a maximum ratio of total indebtedness to
cash flow, as defined in these agreements, of 7.0 to 1.0.  These
agreements also contain limitations on dividends, investments and
distributions.

For all periods through June 30, 2009, the Company was in
compliance with all of the covenants under the credit facility and
senior note arrangements.  The Company does not believe that it
will have any difficulty complying with any of the applicable
covenants in the foreseeable future.

                        About Mediacom LLC

Based in Middletown, New York, Mediacom LLC is a wholly owned
subsidiary of Mediacom Communications Corporation, the nation's
eighth largest cable television company based on the number of
basic video subscribers, or basic subscribers, and among the
leading cable operators focused on serving the smaller cities
and towns in the United States.  Through the Company's interactive
broadband network, the Company provides a wide array of advanced
products and services, including video services such as video-on-
demand, high-definition television and digital video recorders, in
addition to high-speed data and phone service.

As of December 31, 2008, the Company served approximately 601,000
basic subscribers, 288,000 digital video customers or digital
customers, 337,000 HSD customers and 114,000 phone customers,
totaling 1.34 million revenue generating units.  The Company
provides access to the triple play bundle to 87% of the estimated
homes that its network passes.


METALDYNE CORP: Creditors Want Sale Appeal Tossed
-------------------------------------------------
Law360 reports that the official committee of unsecured creditors
in Metaldyne Corp.'s Chapter 11 case has asked the Court to toss
an appeal from BDC Finance LLC, which claims the auction was
really a gussied-up private mergers and acquisitions negotiation.

Metaldyne announced October 16 it has completed the sale of
substantially all of its assets to MD Investors Corporation, an
entity formed by private-equity firms Carlyle Group and Solus
Investment Funds.

MD Investors purchased certain assets related to Metaldyne's
Sintered Products, Vibration Controls Products, European Forging
Products and Powertrain Products Groups, including its balance
shaft module, driveline machining and assembly, and tubular
products operations.  In addition, certain chassis-related assets
were acquired.

The purchase was made under a court supervised 11 U.S.C. Sec. 363
auction process.  MD Investors paid approximately $40 million in
cash subject to adjustments under the asset purchase agreement,
plus the assumption of certain debt and liabilities, and credit
bid more than $425 million of secured term debt.  The new company
will operate under the name Metaldyne, LLC.

                       About Metaldyne Corp.

Metaldyne was previously a wholly-owned subsidiary of Asahi Tec, a
Shizuoka, Japan-based chassis and powertrain component supplier in
the passenger car/light truck and medium/heavy truck segments.
Asahi Tec is listed on the Tokyo Stock Exchange.

Metaldyne Corporation and its affiliates filed for Chapter 11
protection on May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).
The filing did not include the company's non-U.S. entities or
operations.  Richard H. Engman, Esq., at Jones Day represents the
Debtors in their restructuring efforts.  Judy A. O'Neill, Esq., at
Foley & Lardner LLP serves as conflicts counsel; Lazard Freres &
Co. LLC and AlixPartners LLP as financial advisors; and BMC Group
Inc. as claims agent.  A committee of Metaldyne creditors is
represented by Mark D. Silverschotz, Esq., and Kurt F. Gwynne,
Esq., at Reed Smith LLP, and the committee tapped Huron Consulting
Services, LLC, as its financial advisor.  For the fiscal year
ended March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the company had assets of US$977 million and
liabilities of US$927 million.  Judge Glenn approved the sale of
substantially all assets to Carlyle Group earlier this month for
approximately $496.5 million.

Metaldyne is a leading global designer and supplier of metal based
components, assemblies and modules for transportation related
powertrain applications including engine, transmission/transfer
case, driveline, and noise and vibration control products to the
motor vehicle industry.  The new Metaldyne company has
approximately $650 million in revenue with 26 facilities in 12
countries.  For more information go to http://www.metaldyne.com/


NORANDA ALUMINUM: Expects to Report Up to $8MM Q3 Net Income
------------------------------------------------------------
Noranda Aluminum Holding Corporation announced preliminary
financial results for the third quarter of 2009.

On August 31, 2009 the Company completed a transaction with
Century Aluminum Company through which the Company became the sole
owner of Gramercy Alumina LLC and St. Ann Bauxite Limited.  The
Company's third quarter 2009 financial statements will include the
consolidated results of Gramercy and St. Ann after August 31, 2009
based on a preliminary determination of the fair values of assets
acquired and liabilities assumed.  Prior to August 31, 2009, the
Company's financial statements include the Company's share of
Gramercy and St. Ann results under the equity method of accounting
for investments.

For third quarter 2009, the Company expects to report consolidated
revenues of $218 million.

     * External upstream revenues were $108 million in third
       quarter 2009. External aluminum shipments for the period
       totaled 77 million pounds, representing a 12% increase
       compared to second quarter 2009 shipments, and a 40%
       decrease as compared to third quarter 2008.

     * Third quarter 2009 upstream revenues also included
       approximately $19 million from Gramercy and St. Ann
       external shipments of alumina and bauxite in September and
       $14 million from the resale of alumina inventories in
       excess of New Madrid's requirements.

     * The Company is in negotiations to sell additional alumina
       to optimize its capacity utilization.

     * Downstream revenues were $110 million in third quarter
       2009. Downstream shipment volumes were 84 million pounds in
       third quarter 2009, representing a 6% increase compared to
       second quarter 2009 and an 11% decrease compared to third
       quarter 2008.

Rising LME prices had a favorable impact on revenues, operating
income and net income compared to second quarter 2009.

For third quarter 2009, the Company expects to report an operating
loss in the range of $3 million to $13 million.  This range
compares to operating income of $12.4 million for second quarter
2009 and $32.1 million for third quarter 2008.  Third quarter 2009
operating results include $14 million of insurance proceeds
recognized in excess of claim expenses incurred to date related to
the previously reported January 2009 pot line freeze at the
Company's New Madrid, Missouri aluminum smelter.  Second quarter
2009 operating income included a $33.3 million favorable impact
from the timing of recognition of expected insurance recoveries in
relationship to expenses.

For third quarter 2009, the Company expects to report net income
in the range of $1 million to $8 million, compared to a net loss
of $12.1 million in second quarter 2009 and $22.4 million in third
quarter 2008.  In addition to the operating loss factors, third
quarter 2009 net income includes the after-tax effects of a
$28 million gain on debt repurchases. In third quarter 2009, the
Company repurchased $81 million aggregate principal amount of debt
for an aggregate price of $52 million, plus fees.

The Company ended third quarter 2009 with total debt of
$1.0 billion, $256 million in cash and $191 million of locked-in
value from offsetting fixed-price aluminum sales and purchase
swaps.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4826

The Company expects to file a more detailed press release
regarding its third quarter 2009 results and to host an investor
conference call during the week of November 3, 2009, and to file
its Quarterly Report on Form 10-Q for the three months ended
September 30, 2009 prior to November 16, 2009.  Ranges indicated
in the Company's earnings release are unaudited, and reflect
management's current best estimates.  During the course of the
preparation of final consolidated quarterly financial statements
and related notes, the Company may identify items that would
require material adjustments to the preliminary financial
information presented in the release.

                      About Noranda Aluminum

Noranda Aluminum Holding Corporation --
http://www.norandaaluminum.com/-- is a North American integrated
producer of value-added primary aluminum products, as well as high
quality rolled aluminum coils.  The Company has two businesses, an
upstream and downstream business.  The primary metals, or upstream
business, produced approximately 261,000 metric tons of primary
aluminum in 2008.  The rolling mills, or downstream business, are
one of the largest foil producers in North America and a major
producer of light gauge sheet products.  Noranda Aluminum Holding
Corporation is a private company owned by affiliates of Apollo
Management, L.P.

As reported by the Troubled Company Reporter on July 17, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Noranda Aluminum Holding Corp. to 'CCC+' from 'SD'.  The
outlook is developing.

The TCR said August 10, 2009, that Moody's Investors Service
confirmed Noranda Aluminum Holding Corporation's Caa1 Probability
of Default rating, Caa1 Corporate Family Rating, and Caa3 senior
unsecured notes rating.  At the same time, Moody's confirmed
Noranda Aluminum Acquisition Corporation's B2 senior secured
revolver and senior secured term loan ratings and its Caa2 senior
unsecured notes rating.  The speculative grade liquidity rating
remains SGL-3 and the rating outlook is stable.


NOWAUTO GROUP: Former Auditor Moore Refuses to Issue SEC Letter
---------------------------------------------------------------
NowAuto Group, Inc. CFO Faith Forbis reports the Company has
requested that Moore & Associates, Chartered, its independent
registered public account firm, furnish it with an amended Exhibit
16.1 letter from Moore addressed to the Securities and Exchange
Commission stating whether it agrees with certain statements by
the Company.  According to Ms. Forbis, Mr. Moore has notified
NowAuto Group that he will not be providing this letter.


Ms. Forbis relates that on August 7, 2009, the Board of Directors
of NowAuto Group dismissed Moore & Associates.  On the same date,
the accounting firm of Seale and Beers, CPAs was engaged as
NowAuto Group's new independent registered public account firm.

The Board of Directors of NowAuto Group and its Audit Committee
approved of the dismissal of Moore & Associates and the engagement
of Seale and Beers, CPAs as its independent auditor.  None of the
reports of Moore & Associates Chartered on the Company's financial
statements for either of the past two years or subsequent interim
period contained an adverse opinion or disclaimer of opinion, or
was qualified or modified as to uncertainty, audit scope or
accounting principles, except that NowAuto Group's audited
financial statements contained in its Form 10-K for the fiscal
year ended June 30, 2008, a going concern qualification in the
registrant's audited financial statements.

During NowAuto Group's two most recent fiscal years and the
subsequent interim period thru August 7, 2009, there were no
disagreements with Moore & Associates whether or not resolved, on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if
not resolved to Moore & Associates' satisfaction, would have
caused it to make reference to the subject matter of the
disagreement in connection with its report on NowAuto Group's
financial statements.

According to Ms. Forbis, the action was taken in anticipation of
sanctions taken by the Public Company Accounting Oversight Board
of Moore & Associates.  Subsequently, on August 27, 2009, the
PCAOB revoked the registration of Moore because of violations of
PCAOB rules and auditing standards in auditing financial
statements, PCAOB rules and quality controls standards, And
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-
5 thereunder, and non-cooperation with a Board investigation.

Ms. Forbis says during the two most recent fiscal years and the
interim periods preceding the engagement, NowAuto Group has not
consulted Seale and Beers regarding any of the matters set forth
in Item 304(a)(2)(i) or (ii) of Regulation S-B.

Ms. Forbis also relates that discussions about the reliability of
the Company's June 30, 2008 report began in July.  Moore &
Associates was sanctioned on August 27.  Therefore, the audit for
this period is no longer valid and is being redone, Ms. Forbis
says.  This statement and any subsequent statements should not be
relied on.  According to Ms. Forbis, goodwill has been reviewed
again and an impairment is expected.  Also, the Company plans to
increase the Allowance for Doubtful Accounts.  This will have the
effect of reducing total assets, earnings for the period, and
retained in the subsequent periods.  These matters have been
discussed with the independent auditor, Seale and Beers, as well
as the subsequent auditor, Semple, Marchal & Cooper.

As reported by the Troubled Company Reporter on October 22, 2009,
NowAuto Group reported revenue of $5.4 million and a net loss of
$0.24 per diluted share for its fiscal year ended June 30, 2009,
versus revenue of approximately $4.5 million and a net loss of
$0.21 per diluted share in the prior fiscal year.  The Company
posted a net loss of $2,231,531 for fiscal 2009 compared to a net
loss of $2,102,634 for fiscal 2008.

At June 30, 2009, the Company had $3,857,876 in total assets
against $10,376,460 in total liabilities.  Cash and cash
equivalents at June 30, 2009, was roughly $41,000 versus cash of
$33,000 at June 30, 2008.

In its audit report dated October 16, 2009, Semple, Marchal &
Cooper, LLP, noted the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.

                        About NowAuto Group

Based in Tempe, Arizona, NowAuto Group, Inc. (NAUG:BB and NWAU.PK)
operates three buy-here-pay-here used vehicle dealerships in
Arizona.  The Company manages all of its installment finance
contracts and purchases installment finance contracts from a
select number of other independent used vehicle dealerships.
Through its subsidiary, NavicomGPS, Inc. the company markets GPS
tracking devices, primarily to independent used vehicle
dealerships.


OTTER TAIL: Files for Chapter 11, Has Deal with Lenders
-------------------------------------------------------
Otter Tail Ag Enterprises LLC submitted a Chapter 11 petition
before the U.S. Bankruptcy Court in the District of Minnesota.

According to BankruptcyData, the Company stated that its
negotiated bankruptcy filing was initiated with the approval of
its senior lenders, AgStar Financial Services and MMCDC New
Markets Fund II to "implement a strategy intended to create a
viable company that can compete in current markets."  The Company
is represented by Timothy D. Moratzka of Mackall, Crounse & Moore.

"We believe that by filing for the protection afforded us under
Chapter 11 of the U.S. Bankruptcy Code, we will be able to move
forward with our senior lenders and members to restructure our
debt and raise the necessary capital to move forward in today's
economy," said Anthony Hicks, Otter Tail Ag's chief executive
officer.  "We have been working to avoid the kind of fire sale
liquidation of plants that has been happening around the country,
where big outside companies come in and buy the assets for pennies
on the dollar," Mr. Hicks said.

Otter Tail Ag Enterprises, LLC, a Minnesota limited liability
company, was organized with the intention of developing, owning
and operating a 55 million gallon per year capacity dry-mill
ethanol plant near Fergus Falls, Minnesota.  The company was in
the development stage until March 2008, when the company commenced
operations.


PETTERS GROUP: Founder Faked Deals Since 'Day One,' Secretary Says
------------------------------------------------------------------
Petters Group Worldwide LLC founder Thomas Petters, charged with
overseeing a $3.5 billion Ponzi scheme, relied on phony shipments
of electronic equipment from "day one" to build his business
empire, his ex-secretary said, according to reporting by Bloomberg
News.  Deanna Coleman, Mr. Petter's secretary and office manager,
testified in the fraud trial of Mr. Petters, said Mr. Petter's
staff made up fake purchase orders for shipments of TVs and DVD
players and phony wire-transfer receipts to fool investors that
Petters's deals were legitimate.

According to Jef Feeley and Beth Hawkins at Bloomberg, prosecutors
contend Mr. Petters, 52, duped hedge funds into funding fictitious
shipments of consumer electronics for more than a decade.  "We
didn't have any real deals at Petters" that would generate revenue
to repay investors, Ms. Coleman told jurors in federal court in
St. Paul, Minnesota.

Mr. Petters, whose bankrupt business empire once included Sun
Country Airlines Inc. and Polaroid Corp., pleaded not guilty to a
20-count indictment accusing him of mail and wire fraud, money
laundering and conspiracy.

Mr. Petters resigned from the company he founded in 1994 after
Federal Bureau of Investigation agents raided his headquarters in
Minnetonka, Minnesota, in September 2008.  Investigators said they
had evidence that hedge funds invested in phantom bulk orders of
electronics for retailers including Wal-Mart Stores Inc.'s Sam's
Club warehouse stores and Costco Wholesale Corp.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc., and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


PHILADELPHIA NEWSPAPERS: Court Approves Disclosure Statement
------------------------------------------------------------
The Bankruptcy Court has approved the disclosure statement
explaining the Chapter 11 plan for Philadelphia Newspapers LLC.
As reported by the TCR on Oct. 28, 2009, the Official Committee of
Unsecured Creditors of Philadelphia Newspapers objected to the
Disclosure Statement, arguing that it does not contain
adequate information concerning crucial aspects of the Plan that
are necessary for creditors.  The Committee relates that the Plan
provides for the sale of substantially all of the Debtors' assets
to maximize the distributions to holders of claims and interests
but it failed to describe basic information about the stalking
horse bidder, the equity in the stalking horse bidder that the
Debtors' plan proposed to distribute to creditors, and the
uncertainty inherent in the sale process.

Approval of the Disclosure Statement allows the Debtor to begin
solicitation of votes on, then seek confirmation of, the Plan.
However, according to Law360, Philadelphia Newspapers still faces
a crucial appeal over whether lenders can submit a credit bid.

The Plan is based upon a sale of all of the Debtors' business to
Bruce E. Toll-led Philly Papers LLC.  General unsecured trade
creditors holding $4 million in claim are expected to recover 6%
of their claims under the Plan.

The group led by Bruce E. Toll, vice chairman of homebuilder Toll
Brothers Inc., has recently raised its offer by $20 million to buy
Philadelphia Newspapers LLC.  The Toll group's offer would now
give the secured lenders $86.5 million, including a $20 million
note, $37 million cash, and real estate worth $29.5 million.  In
addition, the lenders would share half of adjusted cash flow over
five years.  The Toll group, which includes current investors in
the Debtors' newspapers, says its offer is now worth $112 million,
plus a $17 million letter of credit.  In addition to the payment
for the banks, the buyers would pay $25 million toward the costs
of the Chapter 11 exercise.

Meanwhile, according to Law360, a charter schools company that
accuses the Philadelphia Inquirer of defamation is pressing its
fight against Philadelphia Newspapers in a bankruptcy appeal,
arguing an injunction blocking the paper from getting details
about the Company via Pennsylvania's Right to Know Law is
enforceable.

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PLF INVESTMENTS: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: PLF Investments, LLC
        2143 Acker Way
        Escondido, CA 92029

Bankruptcy Case No.: 09-16936

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: John L. Smaha, Esq.
                  Smaha Law Group, APC
                  7860 Mission Center Court, Suite 100
                  San Diego, CA 92108
                  Tel: (619) 688-1557
                  Fax: (619) 688-1558
                  Email: jsmaha@smaha.com

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

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

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

         http://bankrupt.com/misc/casb09-16936.pdf

The petition was signed by Paul L. Faucher, president of the
Company.


QSGI INC: Court Approves Sale of DSC Business to Victory Park
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized QSGI, Inc., et al., to:

    a) sell substantially all of the assets of the Data Security
       Compliance division of QSGI, Inc., a debtor-affiliate, to
       Victory Park Credit Opportunities Master Fund, Ltd. for
       $500,000;

    b) assume and assign executory contracts and unexpired leases
       to Victory Park.

The sale, pursuant to Section 363 of the Bankruptcy Court, to the
will be free and clear of all liens, claims.

Victory Park agreed to carve out these amounts from its
collateral: $50,000 for general unsecured creditors, $127,000 for
non-professional administrative expenses and an aggregate amount
of $260,000 for the Court approved fees and expenses of the
Debtors' counsel, Shraiberg, Ferrara & Landau, P.A. and the
Debtors' restructuring consultant, Kinetic Advisors.

Upon consummation of the sale of DSC division and the sale of DCM
division, the sum of $92,000 will be deposited by Victory Park
into an escrow account held at Berger Singerman, P.A.

                         About QSGI, Inc.

Palm Beach, Florida-based QSGI, Inc., and its affiliates provide
technology services and maintenance geared towards both uses of
enterprise class hardware as well as the uses of business -
competing hardware.  The Debtors filed for Chapter 11 on July 2,
2009 (Bankr. S.D. Fla. Lead Case No. 09-23658).  Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara, Landau P.A., represents
the Debtors in their restructuring efforts. The Debtors listed
between $10 million and $50 million each in assets and debts.


QSGI INC: Court OKs $2MM Sale of DCM Business to SMS Maintenance
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized QSGI, Inc., et al., to:

   a) sell substantially all of the assets of the Data Center
      Maintenance Business division of Qualtech Services Group,
      Inc., a debtor-affiliate, to SMS Maintenance, LLC, the
      stalking horse bidder; and

   b) assume and assign certain executory contracts and unexpired
      leases.

The sale, pursuant to the Section 363 of the Bankruptcy Code, will
be free and clear of all liens, claims, and encumbrances.

The purchaser will purchase the assets of the DCM division of the
Seller $2,000,000.  In addition, the purchaser will assume
deferred revenue in cash.  The seller will retain all other
liabilities and obligations.

Upon closing, the purchaser will transmit by wire transfer to
lender the cash purchase price less the Deposit of $200,000 less
the adjustments, if any.

From the sale proceeds, the lender will carve out these amounts
from their collateral: $50,000 for general unsecured creditors,
$127,000 for non-professional administrative expenses and an
aggregate amount of $260,000 for the Court approved fees and
expenses of the Debtors' counsel, Shraiberg, Ferrara & Landau,
P.A. and Debtors' restructuring consultant, Kinetic Advisors.

At closing on the sale of the DCM division, Debtors' counsel,
Shraiberg, Ferrara & Landau, P.A. will take possession of the hard
drives from Debtors' communication server and backups thereof and
will hold same until further Order of the Court.

                         About QSGI, Inc.

Palm Beach, Florida-based QSGI, Inc., and its affiliates provide
technology services and maintenance geared towards both uses of
enterprise class hardware as well as the uses of business -
competing hardware.  The Debtors filed for Chapter 11 on July 2,
2009 (Bankr. S.D. Fla. Lead Case No. 09-23658).  Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara, Landau P.A., represents
the Debtors in their restructuring efforts. The Debtors listed
between $10 million and $50 million each in assets and debts.


QUANTUM CORP: Posts $11 Million Third Quarter 2009 Net Income
-------------------------------------------------------------
Quantum Corp. said revenue for its fiscal second quarter (FQ2'10),
ended September 30, 2009, was $175 million.  This represented a
19% decline from the same period last year (FQ2'09), primarily due
to the significantly weaker economy, a continued sales mix shift
toward higher margin opportunities, and lower royalties (partly
reflecting a one-time royalty payment from Riverbed Technology,
Inc. last year).  Despite the year-over-year decline, revenue grew
9% on a sequential basis.  In addition, the company increased its
GAAP gross margin rate to 43.8% and GAAP operating income margin
to 8.5% - up from 38.5% and 2.6 percent, respectively, in FQ2'09.
In both cases, this was the highest level achieved in more than
eight years.

Quantum also reported its second consecutive quarter of GAAP
profits, with $11 million in net income, or basic earnings per
share of six cents.  This compared to a GAAP net loss of
$3 million in FQ2'09 and represented the company's best
performance in nearly five years.  The $11 million profit
included a $2 million net gain related to the retirement of
convertible debt, offset by $9 million in amortization of
intangibles, $3 million in stock-based compensation charges and
$2 million in restructuring costs.  The net impact of these four
items reduced basic earnings per share by five cents.

Quantum generated $31 million in cash from operations for the
quarter, paid down $20 million of its senior debt and ended the
quarter with $85 million in cash and cash equivalents.

As of September 30, 2009, the Company had $501.6 million in total
assets against $247.2 million in total current liabilities and
$352.9 million in total long-term liabilities, resulting in
$98.5 million in stockholders' deficit.

"Despite the continuing impact of the economic downturn and
changes in the deduplication landscape, we delivered some of our
best results in many years," said Rick Belluzzo, chairman and CEO
of Quantum.  "This included significantly higher gross margin
rates, operating income and margins, and net income, compared to
both last year and the prior quarter.  We also generated strong
growth in disk systems and software revenue, with our branded DXi
backup/deduplication sales up significantly, both year-over-year
and sequentially.

"Our September quarter results reflect a number of initiatives we
have implemented over the past year, as well as an aggressive
shift we made in our go-to-market focus during the quarter in
response to changed industry dynamics," continued Mr. Belluzzo.
"While we have more work to do in completing our transformation to
a storage systems company, our performance clearly shows the
substantial progress we've made."

Quantum's product revenue, which includes sales of the company's
hardware and software products, totaled $118 million in FQ2'10.
This represented a decrease of $25 million from FQ2'09, primarily
reflecting expected declines in both OEM tape automation sales and
OEM devices and media revenue.

                           About Quantum

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in backup,
recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

                           *     *     *

As reported by the Troubled Company Reporter on July 10, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Quantum Corp. to 'B-' from 'CC'.  S&P also raised the
company's subordinated rating to 'CCC' from 'C'.  S&P has removed
all ratings from CreditWatch, where they were placed on April 3,
2009.  The outlook is negative.

The TCR said July 8, 2009, Moody's Investors Service upgraded
Quantum's corporate family rating and probability of default
rating each to B3, from Caa1 and Ca, respectively, following the
announcement that the Company has repurchased more than
$135 million of its 4.375% Convertible Subordinated Notes due
2010.  The rating outlook is positive.


REVLON CONSUMER: Moody's Upgrades Corporate Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service upgraded Revlon Consumer Products
Corporation's corporate family rating to B2 from B3 and its
speculative grade liquidity rating to SGL-2 from SGL-3.  The
outlook is stable.

The corporate family rating upgrade to B2 reflects both Revlon's
sustained operating and financial improvements despite the ongoing
challenges of the macroeconomic environment as well as its ability
to stabilize its market share position for the company's core
Revlon brand as a result of a series of successful new product
introductions.

"While competitive activity for mass market cosmetics remains very
high, Revlon's improved cost structure and debt profile should
provide the company with sufficient financial flexibility needed
to sustain market share in its core global brands while generating
acceptable levels of profitability through ongoing investments in
new product development," says Moody's Vice President and Senior
Credit Officer, Janice Hofferber.

Moody's upgrade of Revlon's speculative grade liquidity rating to
SGL-2 reflects the company's improved free cash flow, limited
reliance under its revolving credit facilities, and lack of any
near-term debt maturities as a result of the company's prepayment
of scheduled term loan amortization payments until January 2011
and consummation of its October 2009 exchange offer that
effectively resulted in the maturity date extension of its
$107 million senior subordinated term loan due August 2010 with
$48.6 million due to its immediate parent, Revlon, Inc., due in
October 2013 and the remaining balance of $58.4 million extended
to October 2014.

These ratings of Revlon were upgraded:

  -- Corporate family rating to B2 from B3;

  -- Probability of default rating to B2 from B3;

  -- $815 million senior secured term loan facility to Ba3 (LGD 2,
     28%) from B1 (LGD 2, 28%);

  -- $341 million 9.5% senior notes due 2011 to Caa1 (LGD 5, 81%)
     from Caa2 (LGD 5, 79%); and

  -- Speculative grade liquidity rating to SGL-2 from SGL-3.

These ratings of Revlon were affirmed (LGD point estimates
revised):

  -- $160 million senior secured asset based revolving credit
     facility due 2012 at Ba3 (LGD 2, 28%)

  -- Outlook is stable

The last rating action regarding Revlon was on September 25, 2008,
when Moody's upgraded the company's corporate family rating to B3
from Caa1, its Speculative Grade Liquidity rating to SGL-3 from
SGL-4 and maintained the outlook at positive.

Headquartered in New York, Revlon Consumer Products Corporation is
a worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company is a wholly-owned subsidiary of
Revlon, Inc., which is majority-owned by MacAndrews & Forbes,
which is in turn wholly-owned by Ronald O.  Perelman.  Revlon's
net sales for the twelve-month period ended September 2009 were
approximately $1.3 billion.

M&F beneficially owns approximately 77.5% of Revlon's outstanding
Class A common stock, 100% of Revlon's Class B common stock and
78.9% of Revlon's combined outstanding shares of Class A and Class
B common stock, which together represent approximately 77.3% of
the combined voting power of such shares.


REVLON CONSUMER: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Revlon Consumer Products Corp. to 'B'
from 'B-'.  The outlook is positive.

S&P also raised the issue ratings on RCPC's $840 million senior
secured term loan due 2012 ($815 million outstanding as of
Sept. 30, 2009) to 'B+' from 'B'.  The recovery rating on this
loan remains '2', indicating S&P's expectation for substantial
(70%-90%) recovery in the event of a payment default.  In
addition, S&P raised the ratings on RCPC's 9.5% senior unsecured
notes to 'B-' from 'CCC+', and the '5' recovery rating on these
notes remains unchanged, indicating the expectation for modest
(10%-30%) recovery in the event of a payment default.

S&P removed all debt ratings from CreditWatch with positive
implications, where they were placed on Oct. 9, 2009, following
the completion of Revlon Inc.'s (the parent company of RCPC)
previously announced preferred stock exchange offer and the
company's continued operating improvements.  About $1.3 billion of
total reported debt was outstanding at Sept. 30, 2009.

"The upgrade reflects the company's enhanced financial profile,
primarily attributed to sustained improvement in profitability,
positive free cash flow generation, and stronger credit protection
measures," said Standard & Poor's credit analyst Susan Ding.  In
addition, RCPC enhanced its maturity profile by extending a
portion ($58.4 million) of the maturity of its MacAndrews & Forbes
(M&F) senior subordinated term loan to Oct. 2014 as compared with
its prior maturity date Aug. 2010.  The remaining balance of
$48.6 million was extended to Oct 2013.

The ratings on RCPC reflect the company's strong brand names,
participation in the intensely competitive mass-market cosmetics
industry, its highly leveraged capital structure, and its positive
operating momentum.  Revlon faces significantly larger and
financially stronger competitors with leading market positions,
including L'Oreal S.A. (--/--/A-1+) with its L'Oreal and
Maybelline brands, and Procter & Gamble Co. (AA-/Stable/A-1+) with
its Cover Girl and Max Factor brands.  In recent periods, RCPC's
operating performance and financial measures improved
meaningfully.  S&P believes the company has also benefited from
its strength in the mass channel, where consumers are trading down
from the department store channel as a result of the weaker
economy.  Over half of Revlon's sales are generated in the U.S.
where the company currently maintains about an estimated 18%
aggregate dollar market share in its U.S. color cosmetics segment
(with its Revlon and Almay brands) and an estimated 10% dollar
market share in its U.S. women's hair color segment.  Revlon is
also a category participant within the anti-perspirant/deodorant
sector and is a leading participant in the beauty tools segment.
Standard & Poor's Ratings Services expects the company to continue
to invest in its brands and on new product launches and line
extensions.

S&P expects that RCPC will maintain its market shares and continue
to improve its operating performance and generate positive free
cash flow.  As a result, S&P believes that the company's credit
measures will continue to strengthen as RCPC further reduces its
debt levels and expands its EBITDA base.  If the company is able
to sustain its improved operating performance and continues to
generate free cash flow, S&P could raise the ratings.  According
to S&P's internal assumptions, even if the company's 2009 fiscal
sales decline by low single digits and margins contract by 170
basis points, leverage would trend toward 5.5x.  If the company is
able to sustain leverage below 5.5x S&P could consider raising the
ratings.  The outlook could be revised to stable if Revlon is
unable to further reduce leverage beyond current levels.


RODNEY DAVIS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Rodney C. Davis, II
               Donna L Davis
               72 Ray Hill Road
               East Haddam, CT 06423

Bankruptcy Case No.: 09-33109

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen
                  123 York Street, Suite 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  Email: ressmul@yahoo.com

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

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

According to the schedules, the Company has assets of $3,449,228,
and total debts of $2,232,491.

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

     http://bankrupt.com/misc/ctb09-33109.pdf

The petition was signed by the Joint Debtors.


RSC EQUIPMENT: Moody's Assigns 'Caa2' Rating on $200 Mil. Debt
--------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to RSC Equipment
Rental, Inc's proposed issuance of $200 million of unsecured debt.
Proceeds from the issuance will be used to pay down second lien
debt.  Moody's also affirmed the B3 Corporate Family Rating and
all other existing debt ratings.  The outlook is stable.

The new issuance benefits the company by extending a portion of
the $1.5 billion of debt scheduled to mature in 2013.  Post
transaction, debt maturities in 2013 will be reduced to
$1.29 billion, comprised of $479 million 2nd lien and $819 million
revolver.

The company's B3 Corporate Family Rating reflects Moody's
expectation that demand for the equipment rental services will
remain depressed well into 2010, resulting in declining
utilization and rental rates.  Due to the severity of the economic
downturn, RSC's credit metrics have weakened and are likely to
worsen in the short-term.  For the twelve months ending September,
key credit metrics include debt to EBITDA of 4.6 times, EBITDA to
interest of 2.7 times and EBIT to interest of 0.8 times.  However,
the fundamental business position remains competitive, cost
reductions help offset losses, and the company is expected to
maintain adequate liquidity to contend with the downturn, as
reflected by the SGL-3 liquidity rating.

This rating was assigned:

  -- $200 million senior unsecured notes due 2014 rated Caa2
     (LGD5, 86%)

These ratings were affirmed:

  -- Corporate Family Rating rated affirmed at B3

  -- Probability of Default Rating affirmed at B3

  -- $1.1 billion senior secured revolving bank credit facility
     affirmed at Ba3 (LGD2, 13%)

  -- $400 million senior secured notes due 2017 affirmed at B1
     (LGD3, 33%)

  -- $671.5 million 2nd lien term loan due 2013 affirmed at Caa1
     (LGD4, 62%)

  -- $620 million senior unsecured notes due 2014 affirmed at Caa2
     (LGD5, 86%)

  -- Speculative Grade Liquidity rating affirmed at SGL-3

The ratings outlook is stable.

The last rating action was on June 25, 2009, at which time Moody's
changed RSC's Corporate Family Rating to B3 and SGL rating to SGL-
3.

RSC Equipment Rental, Inc., is one of the largest equipment rental
companies in North America operating 464 locations throughout the
United States and Canada.  The company maintains over 1,000
categories of equipment having an original equipment cost of
$2.4 billion.  Revenues for the twelve months ending September


RSC EQUIPMENT: S&P Retains 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that the ratings on RSC
Equipment Rental, including the 'B+' corporate credit rating,
remain unchanged.  The outlook is stable.  S&P also assigned an
issue-level rating of 'B-' to the proposed offering of
$200 million senior unsecured notes due 2019 (based on preliminary
terms; S&P is basing the rating on the assumption of $200 million
of notes and S&P's estimate of the borrowing base availability on
the ABL credit facility).  The recovery rating is '6', indicating
negligible expectation (0%-10%) of recovery in a default scenario.
S&P expects the company will use the proceeds to reduce amounts
outstanding on its second-lien term-loan debt.

The ratings on RSC reflect its aggressive financial profile, which
more than offsets its position as one of the largest providers of
construction equipment rentals.  Although RSC operates in the
cyclical, highly competitive, and fragmented equipment rental
sector, it has good geographic, product, and customer diversity,
and a well-maintained and relatively young fleet.

"The ratings incorporate S&P's expectations of declining industry
conditions in the intermediate term," said Standard & Poor's
credit analyst John R.  SiCo. S&P expects that RSC's operating
performance will face challenges, because it is operating in the
declining phase of the cycle.  "If nonresidential construction
markets decline by more than S&P expects in 2010, which S&P
currently believe will be 20%, S&P could lower the ratings, in
light of a severe downturn and significant deterioration in
operating margins, because of much weaker pricing conditions," he
continued.  Standard & Poor's expects RSC to maintain financial
and acquisition discipline.  S&P's ratings do not factor in
dividends or other shareholder-friendly initiatives, or a debt-
financed acquisition, all of which could result in a possible
downward rating action.  S&P is unlikely to raise the ratings at
this point in the cycle.


SEAGATE TECHNOLOGY: Moody's Affirms 'Ba2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Seagate Technology HDD
Holdings, Inc.'s ratings (Ba2 corporate family) and changed the
outlook to stable from negative.

The outlook revision to stable reflects Seagate's better-than-
expected operating performance, increase in year-over-year cash
flow generation, improving liquidity profile and good progress on
debt repayment as the company realized benefits from facility
closures, cost reductions and lower capex requirements, which
Moody's anticipate will continue.  It also captures good execution
on time-to-market delivery of new products as well as an improved
customer demand environment for PCs, which Moody's expect to
continue as a result of contracting replacement cycles.

The improvement in the outlook also anticipates that gross margin
and cash flow expansion will be supported by improving product mix
and higher capacity utilization levels.  Additionally, Moody's
expect Seagate's credit profile will benefit from rising disk
drive volumes as a result of expanding demand for notebooks,
improvement in the desktop segment and gradual recovery in
mission-critical enterprise markets.  The continued ramp of higher
margin products and completion of the restructuring program should
also produce a steady upturn in operating results and expected
free cash flow generation.

The Ba2 corporate family rating continues to reflect the company's
leading position in the disk drive industry and its proven ability
to generate significant amounts of profits and FCF during business
upcycles that provide cushion to withstand cyclical downturns.  In
addition, it recognizes Seagate's good execution on new product
introductions, time-to-market product delivery and transitions as
well as its streamlined manufacturing footprint and improved
supply chain that can accommodate abrupt spikes/contractions in
short-term demand.  The CFR also incorporates the inherent
volatility of the disk drive sector, which is characterized by
capital intensity, short product life cycles, commoditization and
maturation-linked average selling price declines.  While Moody's
believe that industry volatility may have become less pronounced
as a result of the sector's ongoing consolidation, the industry's
sharp pullback in demand, which remains weak relative to
historical levels as the global economy slowly recovers, has
forced Seagate to rationalize production capacity as in past
downturns.

These ratings were affirmed and assessments changed:

* Corporate Family Rating -- Ba2

* Probability of Default Rating -- Ba2

* $411 Million (originally $430 Million) Guaranteed Senior Secured
  Second Priority Notes due May 2014 -- Ba1, LGD assessment
  revised to (LGD-2, 16%) from (LGD-2, 23%)

* $104 Million (originally $230 Million) Convertible Senior Notes
  due April 2010 -- Ba3, LGD assessment revised to (LGD-4, 64%)
  from (LGD-4, 67%)

* $579 Million (originally $600 Million) Guaranteed Senior
  Unsecured Notes due October 2011 - Ba3, LGD assessment revised
  to (LGD-4, 64%) from (LGD-4, 67%)

* $600 Million Guaranteed Senior Unsecured Notes due October 2016
  - Ba3, LGD assessment revised to (LGD-4, 64%) from (LGD-4, 67%)

* $ 35 Million (originally $60 Million) Convertible Subordinated
  Debentures due March 2012 -- B1 (LGD-6, 96%)

* Speculative Grade Liquidity Rating -- SGL-2

The last rating action was on April 13, 2009, when Moody's
confirmed Seagate's Ba2 CFR, downgraded the senior unsecured and
convertible notes to Ba3 from Ba2, assigned a first-time Ba1
rating to the senior secured notes, upgraded the speculative grade
liquidity rating to SGL-2 from SGL-3 and revised the outlook to
negative, which concluded the review for possible downgrade
initiated January 15, 2009.

With headquarters in Scotts Valley, CA, and revenues of
$9.4 billion for the twelve months ended October 2, 2009, Seagate
is the worldwide leader in the design, manufacture and marketing
of disk drive products used as the primary medium for storing
electronic information in systems ranging from personal computers
and consumer electronics to data centers.


SEMGROUP LP: Conoco Seeks Recoupment of Fees & Expenses
-------------------------------------------------------
ConocoPhillips Company seeks payment of $1,420,403 of fees and
expenses it incurred by defending against attacks on the title of
the crude oil it bought from SemGroup LP and its affiliates.
Conoco also asks permission from the Court to recoup the fees and
expenses from the escrowed funds.

According to Philip G. Eisenberg, Esq., at Locke Lord Bissell &
Liddell, LLP, in Houston, Texas, Debtor SemCrude L.P., pursuant
to prepetition agreements, has provided Conoco with a warranty of
good title for all Crude Oil purchased by Conoco from SemCrude.
The Producers' constant attacks on the title of the Crude Oil
created a breach of the warranty title, even if the Producers'
arguments are eventually rejected by the Court, he asserts.

Mr. Eisenberg asserts that a breach of warranty of title has
occurred when SemCrude proposed to assist the producers by paying
their legal fees with the very funds that were used to protect
Conoco's rights.  Because the breach has occurred, Conoco asserts
that it is entitled to payment of its costs and expenses to
defend the title of the crude oil.

                        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 Race Trac Settlement Pact
--------------------------------------------------
Debtor SemFuel, L.P., and Race Trac Petroleum, Inc., were parties
to a prepetition purchase agreement whereby Race Trac was
required to purchase 55,000 barrels per month of unleaded
gasoline blended with ethanol and 5,000 barrels per month of
premium unleaded gasoline blended with ethanol.  As a condition
of entry into the Purchase Agreement, SemFuel also entered into a
Thruput/Sales Contract with Metroplex Energy, Inc., a subsidiary
of Race Trac.  Under the Thruput Contract, SemFuel agreed to
purchase denatured Ethanol from Metroplex that would in turn be
used to manufacture the gasoline sold to Race Trac under Purchase
Agreement.  By mid-August 2008 and September 2008, Race Trac was
more than 10 days past due on its payment for deliveries made by
SemFuel for July and August totaling $9,896,961.

As of the Petition Date, SemFuel owed Race Trac/Metroplex for
purchases made by SemFuel under the Thruput Contract.  Race Trac
filed Claim No. 5917 for the Ethanol Obligation for $2,467,517.
SemFuel sent letters demanding payment of the $9,896,961 to which
Race Trac responded that the Outstanding Race Trac Obligation
should be set off against the Ethanol Obligation.

To resolve the dispute, SemFuel and Race Trac entered into a
stipulation wherein (i) Race Trac agrees to pay SemFuel
$9,896,961 in full; and (ii) SemFuel agrees that Claim No. 5917
for $2,467,517 will be deemed an allowed general unsecured claim.

The Debtors have obtained approval from the Bankruptcy Court of
the Stipulation between SemFuel and Race Trac.

The Debtors insist that the $9,896,961 Race Trac has agreed to
return to SemFuel is the maximum amount that SemFuel will likely
recover from Race Trac if it sought to recover these funds through
litigation.

                        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 to Retain Mckool Smith as Co-Counsel
----------------------------------------------------------
The Official Producers' Committee in SemGroup LP.'s cases obtained
the Court's authority to retain McKool Smith, P.C., as its co-
counsel, nunc pro tunc to October 1, 2009.

Hugh Ray and Peter Goodman recently left Andrews Kurth LLP and
joined the law firm McKool Smith.  The OPC wishes to have the
continuation of its primary counsel, Messrs. Ray and Goodman, at a
critical juncture in the Debtors' Chapter 11 cases, Michael G.
Daniel of Samson Resources Company, the OPC chair, relates.

The Debtors' Chapter 11 cases are poised for confirmation
pursuant to the terms of an agreed-upon settlement by and amount
the Debtors, the OPC, certain producer creditors of the estate,
and the Debtors' prepetition secured lenders, which settlement
has been embodied in the Debtors' Fourth Amended Plan of
Reorganization dated September 25, 2009, according to Mr. Daniel.

Messrs. Ray and Goodman negotiated the settlement on behalf of
the OPC and are critical to its implementation, Mr. Daniel tells
the Court.  In light of the extensive legal services that may be
necessary in these bankruptcy cases, the OPC believes that the
employment of McKool Smith is appropriate and in the best
interests of the creditor body that OPC represents, he adds.

While Andrews Kurth and its attorneys, who have been involved in
these Chapter 11 cases, will continue to assist the OPC, Messrs.
Ray and Goodman will continue to play the same role they have
during the course of the Debtors' bankruptcy cases, according to
Mr. Daniel.  McKool Smith attorneys may assist the OPC on
discrete matters, but they will not duplicate the work done by
Andrews Kurth, he assures the Court.

McKool Smith will be paid on an hourly basis, plus reimbursement
of actual, necessary expenses and other charges incurred by the
firm.  The firm's current hourly rates are:

              Principal                 $450 - $900
              Hugh Ray, principal              $700
              Peter Goodman, principal         $700
              Paul Moak, principal             $605
              Attorneys, Counsel        $225 - $575
              Legal assistants           $85 - $180

Hugh M. Ray, Esq., a member of McKool Smith, in Houston, Texas,
discloses in his declaration that the firm formerly represented
Mia Oven, individually, with respect to the Bankruptcy Examiner's
investigation.  Ms. Oven was an employee of SemGroup and traded
mostly for SemMaterials.  The representation of Ms. Oven ended
several months ago.

Mr. Ray adds that the firm currently represents or formerly
represented affiliates of potential parties-in-interest in
matters unrelated to the Debtors or their bankruptcy cases,
including:

    * Adverse to Wachovia Bank in matter on behalf of Toll
      Brothers Inc.;

    * Adverse to JPMorgan Chase Bank on behalf of Affiliated
      Computer Systems;

    * Adverse to Bank of America on behalf of Realtime Data,
      LLC; and

    * Adverse to Goldman Sachs on behalf of Realtime Data, LLC.

Except for the former representation of Ms. Oven, McKool Smith
does not and will not represent any entity or any of their
affiliates or subsidiaries in matters related to the Debtors or
their Chapter 11 cases, Mr. Ray assures the Court.

McKool Smith does not represent any other entity having an
adverse interest in the Debtors' Chapter 11 cases, and does not
hold or represent any interest adverse to the estate.  McKool
Smith is a disinterested person as the term is defined in Section
11(14) of the Bankruptcy Code, Mr. Ray asserts.

                        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)


SENSATA TECHNOLOGIES: S&P Affirms 'CCC+' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on
Attleboro, Massachusetts-based Sensata Technologies, Inc.,
including the 'CCC+' corporate credit rating.  At the same time,
S&P revised the outlook on the company to stable from negative.

The outlook revision reflects improved operating performance in
third-quarter 2009 and better prospects for Sensata in the near
term, which reduces the risk of a covenant violation and should
result in improving credit measures.  In the third quarter,
Sensata reported that EBITDA grew by 11% in spite of a 16% year-
over-year revenue decline.  Given improving trends and significant
cost-reduction actions, the company appears likely to display
year-over-year EBITDA growth for the next couple of quarters.

Sensata, formerly a division of Texas Instruments Inc., consists
of two business units that manufacture highly engineered
electronic sensors and controls, generating more than $1 billion
of revenues.  The company sells its products in mature, cyclical
end markets that expand primarily at GDP-like rates.  The company
also has a significant exposure to the challenged global
automotive market, which accounts for more than half of sales.
However, the company does benefit from strong market positions, as
it is the sole or primary source for most of its customers.

"While credit measures are very weak, Sensata appears likely to
generate better EBITDA due to improved market conditions and
significant cost-cutting actions," said Standard & Poor's credit
analyst Dan Picciotto.  For example, S&P could raise the ratings
if adjusted debt to EBITDA trends to less than 7x and S&P
anticipate further improvement.  "We could lower the ratings if
market conditions turn negative and S&P does not expect the
company to maintain adequate headroom under its covenants," he
continued.  For instance, if S&P expected adjusted debt to EBITDA
to remain around 8x, S&P could lower the ratings.


SHERWOOD/CLAY-AUSTIN: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Sherwood/Clay-Austin Lights LLC
        7525 Picardy Avenue, Suite 220
        Baton Rouge, LA 70808

Case No.: 09-11725

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Douglas S. Draper, Esq.
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130-6103
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  Email: ddraper@hellerdraper.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.


SIMMONS CO: Deutsche Bank Extends Pledge for $35MM DIP Facility
---------------------------------------------------------------
Simmons Bedding Company on October 30, 2009, entered into an
amendment to the Commitment Letter dated as of August 20, 2009,
among Deutsche Bank Trust Company Americas, Deutsche Bank
Securities Inc., Bedding Holdco Incorporated, SBC, and certain of
SBC's subsidiaries regarding DB's arrangement of a debtor-in-
possession revolving credit facility in an aggregate principal
amount of US$35 million.

The amendment became effective upon the payment of an amendment
fee and extends the termination date of the Commitment Letter from
October 31, 2009, to November 30, 2009 and, if the Company pays an
additional amendment fee on or prior to November 30, 2009,
December 31, 2009.

                      Prepack Chapter 11 Plan

As reported by the Troubled Company Reporter on October 21, 2009,
Simmons Bedding Co. and its parent Simmons Co. are soliciting
votes on a prepackaged reorganization plan.

According to the disclosure statement included in the pre-
bankruptcy solicitation package sent to debtholders, holders of
$298,775,125 in 10% senior discounted notes issued by the holding
company will recover 3.7% to 5.6% by splitting $10 million to $15
million cash.  They also have the right to trade cash for
ownership of Class A common stock.

Holders of $221 million in 7.875% senior subordinated notes due
2014 issued by SBC, the operating company, will divide $185
million to $190 million cash for a recovery of 83.4% to 85.7%.

Trade creditors and other unsecured creditors with $56.7 million
in claims are to be paid in full.  Lenders owed $542 million for
borrowings made to SBC and secured by first priority liens on the
assets, will also be paid in full in cash.

Holders of equity interests in SBC and Holdco won't receive
anything.  Holders of equity interests in Bedding Holdco
Incorporated will not receive distributions on account of their
equity interests, but will obtain recovery on account of their
ownership of Holdco Note Claims.

Creditors will receive the high end of their projected recovery if
restructuring expenses by Simmons won't exceed $38 million.

Ares Management LLC and Ontario Teachers' Pension Plan, the
sponsors of the plan, will acquire Simmons in return for a
$310 million equity investment and $425 million in exit financing.

Simmons is soliciting votes from senior bank lenders, holders of
its 7.875% senior subordinated notes, and holders of Simmons' 10%
discount notes. The consent solicitation will expire on November
12, 2009, unless extended. The disclosure statement assumes a
Chapter 11 filing Nov. 15.

In connection with the plan, Simmons Bedding also has arranged for
a $35 million debtor in possession revolving credit facility with
certain lenders, pursuant to which Deutsche Bank Trust Company
Americas will act as the administrative agent and collateral agent
and Deutsche Bank Securities Inc. will act as the sole book runner
and lead arranger.

A copy of the Disclosure Statement, which was filed with the
Securities and Exchange Commission, is available for free at:

          http://researcharchives.com/t/s?4728

A copy of the Plan Sponsor Agreement is available for free at:

          http://researcharchives.com/t/s?45a6

                       About Simmons Company

Simmons Company -- http://www.simmons.com/-- is one of the top
three US mattress makers alongside rivals Sealy and Serta.

Simmons Bedding Company is the indirect subsidiary of Simmons
Company.  Simmons Bedding manufactures and markets a broad range
of products including Beautyrest(R), Beautyrest Black(R),
Beautyrest Studio(TM), ComforPedic by Simmons(TM), ComforPedic
Loft(TM), Natural Care(R), Beautyrest Beginnings(TM) and
BeautySleep(R).  Simmons Bedding operates 19 conventional bedding
manufacturing facilities and two juvenile bedding manufacturing
facilities across the United States, Canada and Puerto Rico.
Simmons Bedding also serves as a key supplier of beds to many of
the world's leading hotel groups and resort properties.  Simmons
Bedding is committed to developing superior mattresses and
promoting a higher quality sleep for consumers around the world.

As of June 27, 2009, Simmons Co. had $895.9 million in total
assets and $1.26 billion in total liabilities, resulting in
stockholder's deficit of $367.5 million.

Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.


SOUTH TEXAS: Files for Bankruptcy Under Chapter 11
--------------------------------------------------
South Texas Oil and its wholly owned subsidiaries Southern Texas
Oil Company, STO Drilling Company, STO Operating Company and its
wholly owned subsidiary STO Properties LLC has filed for Chapter
11 protection (Bankr. W.D. Tex. Case No. 09 54233).

BankruptcyData reports that the Company says it will file a motion
seeking Court approval of debtor-in-possession financing composed
of a term loan facility in an aggregate principal amount of up to
$1,500,000.

Ronald Hornberger of Plunkeet & Gibson represents the Debtors in
their restructuring effort.

                   About South Texas Oil Company

San Antonio, Texas-based South Texas Oil Company is an independent
energy company engaged in the acquisition, production, exploration
and development of crude oil and natural gas.  Its core operating
areas include Texas, Louisiana and the Gulf Coast.


SPANSION INC: Admits to More Job Cuts
-------------------------------------
Spansion Inc., acknowledged that the Company cut an undisclosed
number of jobs on Oct. 26, 2009, EETimes reported.  According to
a Spansion spokesperson, the layoff was necessary to better
prioritize and align the company's resources with its business
goals and emergence from Chapter 11.

No other details were provided, says the report.

                        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: Gets Nod to Assume Leases in Asia & Europe
--------------------------------------------------------
Spansion Inc. and its units sought and obtained the Court's
authority to assume eight unexpired leases on non-residential real
property:

  Lease                        Monthly Rent
  -----                        ------------
  Vantaa Lease                   $7,825
  Munich Lease                   28,350
  Milan Lease                    31,247
  Amsterdam Lease                 1,714
  Camberley Lease                 2,708
  Stockholm Lease                 3,540
  Taipei Lease                    6,401
  Seoul Lease                    50,984

The Debtors assert that the Leased Premises pursuant to each of
the eight real property leases are important to the success of
their business operations.

The Munich Premises are the ideal location for the Debtors'
European sales headquarters as they are centrally-located on the
European continent.  Furthermore, because Germany is the location
of the majority of the Debtors' key automotive customers, it is
critical that the Debtors maintain a presence there.

The Taipei Premises, the Vantaa Premises and the Stockholm
Premises are home to important sales centers.  Each of these
locations provides critical sales exposure to key customers who
are based or conduct a large amount of business in Taiwan,
Finland and Sweden.  In each of these locations, the Debtors have
sales and sales support staff, including finance and technology
specialists.

The Seoul Premises also house sale operations.  In addition to a
sales office and support operations, the Debtors conduct field
test operations at this location.  The Seoul Premises have a
field application engineering lab that is designed for this
purpose, and they are the business location for the engineers who
are trained to test the Debtors' products.

The Milan Premises are the Debtors' primary design and research
and development center for the Debtors' NAND Flash memory
products.  At this location, the highly-trained staff design a
variety of NAND Flash memory products.  The Debtors chose Milan
for their design center to gain access to a large pool of local
talented engineers and designers.

The Amsterdam Premises are located adjacent to the city's
airport.  This location is the logistics hub for products coming
from the Debtors' foreign subsidiaries in the Far East for
distribution to the Debtors' European customers.  The Debtors'
finished products are shipped to the nearby airport, and the
Debtors' staff working at the Amsterdam Premises coordinates
distribution of the products to customers.

The Debtors relate that they will be leaving the Camberley
Premises at the end of October 2009, pursuant to the terms of the
Camberley Lease and an ancillary agreement with the  Landlord.
The Debtors tell the Court that they are choosing to vacate this
property rather than extend the Lease because they are
negotiating a new lease on another property in England with a
much lower rental cost.

A list of the Assumed Leases is available for free at

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

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: King & Spalding Charges $2.9 Mil. for June-Aug. Work
------------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, the
professionals retained in Spansion Inc.'s cases seek payment of
their fees and reimbursement of their expenses:

A. Debtors' Professionals

Professional                  Period         Fees      Expenses
------------                  ------         ----      --------
Brincko Associates, Inc.   09/01/09-
                            09/30/09      $158,010       $23,688

Sitrick and Company Inc.   06/01/09-
                            08/31/09         1,903             0

KPMG LLP                   06/01/09-
                            08/31/09       232,193         6,434

King & Spalding LLP        06/01/09-
                            08/31/09     2,905,207        51,879

Duane Morris LLP           06/01/09-
                            08/31/09       261,839         5,361

Latham & Watkins LLP       06/01/09-
                            08/31/09     2,863,586        61,619

Gordian Group, LLC         06/01/09-
                            08/31/09       225,000        25,432

K&L Gates LLP              06/01/09-
                            08/31/09       642,090       209,119

Baker & McKenzie LLP       06/01/09-
                            08/31/09       359,376         2,707

Wilson Sonsini Goodrich    06/01/09-
& Rosati, P.C.             08/31/09        45,754             0

Duane Morris is the Debtors' co-counsel.  Brincko Associates
serves as restructuring professionals to the Debtors.  Sitrick
and Company is the Debtors' corporate communications consultants.
KPMG is the Debtors' financial advisor.  King & Spalding is the
Debtors' special litigation counsel.  Latham & Watkins serves as
the Debtors' counsel.  Gordian Group acts as the Debtors'
financial advisors.  K&L Gates is the Debtors' special litigation
counsel.  Baker & McKenzie and Wilson Sonsini serve as the
Debtors' special counsel.

In a separate filing, the Debtors certified to the Court that no
objections were filed as to these fee applications:

Professional                           80% Fees   100% Expenses
------------                           --------   -------------
Duane Morris LLP                       $76,728       $2,188
Morrison & Foerster LLP                318,250       31,707
Wilson Sonsini Goodrich & Rosati, P.C.  18,023            -
Sitrick And Company Inc.                   220            -
K & L Gates LLP                        154,540       86,087
Brincko Associates Inc.                126,646       21,450
Baker & McKenzie                       137,194        6,004
Ernst & Young LLP                      113,184          177
Gordian Group, LLC                      60,000        4,313
Latham & Watkins LLP                   781,789       21,261
KPMG LLP                                17,054            -
King & Spalding LLP                  1,206,928       25,625

B. Professionals of the Official Committee on Unsecured Creditors

The Committee's professionals seek payment of fees and
reimbursement of expenses pursuant to Sections 330 and 331 of the
Bankruptcy Code.

Professional                  Period         Fees      Expenses
------------                  ------         ----      --------
FTI Consulting, Inc.        08/01/09-
                             08/31/09     $150,000            $0

FTI Consulting, Inc.        06/01/09-
                             08/31/09      450,000        12,997

Young Conaway Stargatt      06/01/09-
& Taylor, LLP               08/31/09       20,612         5,831

Young Conaway Stargatt      09/01/09-
& Taylor, LLP               09/30/09       17,526           334

Paul Hastings Janofsky &    03/12/09-
Walker LLP                  06/30/09    1,316,281        49,650

Paul Hastings and Young Conaway serve as the Committee's counsel.
FTI Consulting serves as the Committee's financial advisor.

                      Fee Auditor's Report

Warren H. Smith & Associates, P.C., in its capacity as fee
auditor, submitted with the Court its final report regarding the
interim fee application of Morgan Stanley & Co., Inc. for the
period from March 1, 2009, through May 31, 2009.  Warren H. Smith
recommends fees totaling $400,000 and reimbursement of expenses
for $24,226.  Morgan Stanley's recommended expenses reflects a
reduction by $99,429.

                        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)


STATION CASINOS: Boyd "Ready to Begin Due Diligence"
----------------------------------------------------
Keith Smith, Chief Executive Officer of Boyd Gaming Corp., said
during the conference call discussing the Company's third-quarter
financial results that it plans to acquire some, if not all, of
the properties of Station Casinos, Inc.

"We stand ready to discuss our proposal and begin due diligence
as soon as the bankruptcy proceedings allow," KVBC.com quoted Mr.
Smith as saying during the conference call.  "Station has
previously suggested that our proposal is not serious.  Let me be
clear, we cannot be more serious.  We are very interested in
acquiring some or all of the Station assets.  To the extent that
the bankruptcy allows, we are not in this to create controversy;
we have the financial capability and stability to execute a
transaction."

In February 2009, Boyd offered Station Casinos to acquire several
of its properties for $950 million but Station Casinos rejected
that offer.

Boyd Gaming reaffirmed during it August 5, 2009 conference call
with investors for its 2009 Second Quarter Financial Results, its
interest in buying Station Casinos assets.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Gets Nod for Ernst & Young as Tax Advisor
----------------------------------------------------------
Station Casinos Inc. and its units obtained the Court's permission
to employ Ernst & Young LLP as their independent auditor and tax
advisor nunc pro tunc to the Petition Date.

The Debtors desire to employ E&Y LLP as their independent auditor
and tax advisor, pursuant to the terms and conditions set forth
in these agreements comprising the Engagement Letters:

  (a) the agreement for benefit plan audit services;

  (b) the agreement for consolidated financial statement and
      internal controls audit services;

  (c) the agreement for quarterly review services - the Audit
      Engagement Letters - and

  (d) the master tax services agreement and these incorporated
      statements of work:

      * the statement of work for 1120 review services,
      * the statement of work for IRS audit assistance, and
      * the statement of work for routine on call tax advice.

The Debtors initially did not file an application to employ E&Y
LLP as they believed E&Y LLP would be employed as an ordinary
course professional under the Debtors' initial motion for
authority to retain professionals in the ordinary course of
business.  Recently, however, the Debtors determined to employ
E&Y LLP as a Section 327 professional pursuant to the
Application.

E&Y LLP has agreed to provide, certain audit and tax services in
connection with the chapter 11 cases, subject to approval by the
Court of the Engagement Letters.  These are the summaries of
descriptions of the Services:

(A) Audit Services:

  (a) Under the Benefit Plan Audit Engagement Letter, E&Y LLP
      will audit and report on the financial statements and
      supplemental schedules of the Station Casinos, Inc. 401(k)
      Retirement Plan for the year ended December 31, 2008.

  (b) Pursuant to the Financial Statement and Internal Controls
      Audit Engagement Letter, E&Y LLP will: (i) audit the
      consolidated financial statements and effectiveness of
      internal control over financial reporting for Station
      Casinos, Inc. for the year ended December 31, 2009; (ii)
      audit the financial statements of Green Valley Ranch
      Gaming, LLC, Barley's Casino and Brewing Company and
      Aliante Gaming, LLC for the year ended December 31, 2009
      and (iii) issue combining financial statements for Station
      Casinos, Inc.'s Nevada properties required pursuant to
      Regulation 6.080 of the Nevada Gaming Control Board and
      compliance reports required pursuant to NGCB Regulation
      6.090 and 6.105.

  (c) Under the Quarterly Review Engagement Letter, E&Y LLP will
      perform a quarterly review of the unaudited interim
      financial information before the company files its
      form 10-Q.

(B) Tax Services:

  (d) Pursuant to the 2008 1120 Review SOW, E&Y LLP will perform
      limited review procedures with respect to Station Casinos,
      Inc.'s U.S. federal income tax return for the taxable year
      ended December 31, 2008.

  (e) Under the 2007 IRS Audit SOW, E&Y LLP will provide
      assistance and advice concerning the audit of Station
      Casinos, Inc.'s income tax filings for the year ended
      December 31, 2007.

  (f) Under the On-Call SOW, E&Y LLP will provide assistance
      with services, upon request, in addressing general tax
      questions and projects that are not covered by a separate
      SOW and do not involve any significant tax planning or
      projects and are expected, at the beginning of the
      specific project, to involve total professional time with
      respect to the project not to exceed $25,000 in fees.

The Debtors will pay and reimburse E&Y LLP for fees and out-of-
pocket expenses E&Y LLP incurred the Chapter 11 cases.

E&Y LLP's applicable hourly rates for the Audit Services are:

Professional                   Hourly Rate
------------                   -----------
Partners/Principals            $483 - $516
Executive Directors            $420 - $450
Senior Managers                $420 - $438
Managers                       $330 - $366
Seniors                        $210 - $235
Staff                          $145 - $170

E&Y LLP's applicable hourly rates for the Tax Services are:

Professional                   Hourly Rate
------------                   -----------
National Partners/Principals/
Executive Directors             $610 - $760
Partners/Principals             $483 - $585
Executive Directors             $420 - $495
Senior Managers                 $420 - $490
Managers                        $330 - $400
Seniors                         $210 - $370
Staff                           $145 - $190

During the 90 days before the Petition Date, E&Y LLP received
from the Debtors $547,995 for services rendered to the Debtors.
E&Y LLP is holding retainers in the amount of $150,350 as of the
Petition Date, which amounts will be applied to postpetition
services as the amounts are permitted to be paid in accordance
with the Bankruptcy Code, Federal and Local Bankruptcy Rules and
orders of the Court.

The Debtors and E&Y LLP have agreed to caps on fees for the
respective Audit Services -- provided that the caps do not apply
to work related to bankruptcy requirements the as employment and
compensation-related work  -- as follows: (a) E&Y LLP's fees for
the work under the Benefit Plan Audit Engagement Letter will not
exceed $30,440; (b) E&Y LLP's fees for the work under the
Financial Statement and Internal Controls Audit Engagement Letter
will not exceed $940,000; and (c) E&Y LLP's fees for the work
under the Quarterly Review Engagement Letter will not exceed
$20,350.

Thomas M. Friel, Executive Vice President, Chief Accounting
Officer, and Treasurer Of Station Casinos, Inc., assures the
Court that E&Y LLP does not hold or represent any interest
adverse to the Debtors' estates.  The Debtors believe that E&Y
LLP is a "disinterested person," as defined in Section 101(14) of
the Bankruptcy Code as modified by Section 1107(b).
Thomas M. Roche, a partner of Ernst & Young LLP, discloses that
E&Y LLP is currently a party or participant in certain litigation
matters involving parties-in-interest in the Chapter 11 cases.
Moreover, E&Y LLP has thousands of professional employees and it
is possible that certain employees of E&Y LLP may have business
associations with parties in interest in the Cases or hold
securities of the Debtors or interests in mutual funds or other
investment vehicles that may own securities of the Debtors.

Certain entities that are parties in interest are lenders to E&Y
LLP: Barclays Bank PLC, Citibank, NA, JP Morgan Chase Bank, NA,
The Royal Bank of Scotland PLC, Wachovia Bank NA and Wells Fargo
Bank, NA are participants in E&Y LLP's Revolving Credit Program
and E&Y LLP has borrowed long-term debt from New York Life
Insurance Company, Metropolitan Life Insurance Company,
Prudential Life Insurance Company of America, Nationwide Life and
Annuity Insurance Company, Westchester Fire Insurance Company and
Fidelity & Deposit Company of Maryland.

Mr. Roche says that E&Y LLP may perform services for its clients
that relate to the Debtors merely because the clients may be
creditors or counterparties to transactions with the Debtors and
the clients' assets and liabilities may thus be affected by the
Debtors' status.

A full-copy of the engagement letter is available for free at:

           http://bankrupt.com/misc/SC_E&YAgreement.pdf

E&Y LLP delivered to the Court lists of professionals which have
in the past or are currently providing services to E&Y LLP, and
parties-in-interest involved in litigation with E&Y LLP, a copy
of which is available for free at:

          http://bankrupt.com/misc/SC_E&YPartiesDisc.pdf

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATION CASINOS: Wants Lease Decision Extension for Vegas Leases
----------------------------------------------------------------
Station Casinos, Inc., owns 100% of the equity interests in
various non-debtor subsidiaries that own and operate gaming and
entertainment complexes in the Las Vegas, Nevada, metropolitan
area, including: (a) Palace Station, Inc.; (b) Boulder Station,
Inc.; (c) Sunset Station, Inc.; and (d) Charleston Station, LLC.

Debtor FCP PropCo, LLC, owns, or leases from a third party, all
of the real property underlying the Hotel/Casinos.  Specifically,
PropCo owns all of the real property underlying each of Palace
Station, Sunset Station and Red Rock; and PropCo owns certain of
the real property underlying Boulder Station, and leases the
remaining real property underlying Boulder Station from KB
Enterprises.

Thomas M. Friel, executive vice-president and chief accounting
officer of Station Casinos, discloses, in a declaration filed
with the Court, that, pursuant to a Master Lease Agreement, dated
November 7, 2007, between SCI and PropCo, SCI leases from PropCo
the real property underlying the Hotel/Casinos.  Pursuant to
certain sublease agreements, SCI subleases the real property
underlying the Hotel Casinos to the Operating Companies.  The
Master Lease is a "triple net" lease under which taxes,
insurance, capital expenditures, and other expenses are the
exclusive obligations of SCI.  Ultimately, the revenues from the
Operating Companies fund the sublease payments to SCI, SCI's rent
payments to PropCo under the Master Lease, and PropCo's payments
under a Ground Lease and certain mortgage payments.

SCI, as tenant, is also a party to five other real property
leases used in connection with the operation of its business:

  (a) Corporate Headquarters Lease.  SCI leases an office
      building from Cole South Las Vegas NV, LLC.  The office
      building is the corporate headquarters for the Debtors,
      and is the worksite for most of the Debtors' employees;

  (b) Call Center Lease.  SCI subleases office space from KB
      Home Nevada, Inc. pursuant to a Sublease by and between KB
      Home Nevada, Inc. and SCI, which Sublease was consented to
      by the landlord, Beltway Business Park Office No. 1, LLC,
      pursuant a Consent to Sublease by and among, KB Home, SCI
      and Beltway.  SCI previously operated its call center from
      this office space;

  (c) Mail Center Lease.  SCI leases office and warehouse space
      from JHS, LLC pursuant an Office/Warehouse Lease
      Agreement by and between Landlord's predecessor in
      interest and SCI, as the same has been amended from
      time to time.  SCI operates its mail center from this
      office and warehouse space.

  (d) Hangar Lease.  SCI leases an airplane hangar from Paradise
      Aviation Owners' Association, LLC Landlord pursuant to
      Ground Sublease Agreement by and between Landlord and SCI,
      as amended.  Although SCI no longer leases the aircraft
      that was formerly housed at the hangar, the property was
      substantially improved by SCI and the lease has value for
      the estate; and

  (e) Wild Wild West Lease.  Although the Wild Wild West Lease
      has been assigned by SCI to Tropicana Station, Inc. with
      the landlord's consent, SCI has certain rights and
      obligations in respect of the Wild Wild West Lease.  The
      Wild Wild West Lease document has elements of an executory
      contract and a lease.  SCI does not intend to waive any
      rights that come from the executory contract elements of
      the document; to the contrary, all the rights are
      expressly reserved.  SCI sought, in an abundance of
      caution, a Stipulation regarding the Wild Wild West Lease
      in order to ensure that any and all rights that flow to
      SCI are available to the estate.

PropCo partially owns the real property underlying Boulder
Station.  PropCo leases the remaining real property underlying
Boulder Station from KB Enterprises, pursuant to a Ground Lease
and Sublease Agreement by and between KB Enterprises and Boulder
Station, Inc. In November 2007, (a) BSI assigned the Ground Lease
to Boulder PropCo, LLC, and (b) PropCo succeeded to the interest
in the Ground Lease as tenant, with the landlord's consent
evidencing, among others, Boulder PropCo, LLC's merger with and
into PropCo, with PropCo as the surviving company.  The
landlord's consent to the merger is evidenced by the Ground
Lessor Estoppel Certificate, dated as of November 6, 2007.

The Debtors and PropCo are current on all of their obligations
under the Leases.

Mr. Friel avers that each of the real property leases is part and
parcel of the Debtors' overall business operations.  According to
Mr. Friel, the four Hotel/Casinos owned by the non-debtor
Operating Companies have generated substantial revenues, enabling
SCI to fund rent payments to PropCo under the Master Lease, and
PropCo in turn to fund mortgage and Ground Lease payments.  The
Hotel/Casinos remain an essential element of the Debtors'
restructuring plans and, therefore, it is in the best interests
of their bankruptcy estates that the Debtors maintain flexibility
at this time with respect to the Master Lease and Ground Lease.

By this motion, the Debtors ask the Court to extend the deadline
by which SCI and PropCo must assume or reject the unexpired non-
residential real property leases from November 25, 2009, to
February 23, 2010.

A list of the landlords, tenant and applicable properties for
each unexpired lease of nonresidential real property subject to
the Extension Motion is available for free at:

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

The Debtors also ask the Court to approve certain stipulations
entered into between SCI or PropCo, as tenants, and the lessors
of nonresidential real property, which stipulations provide for
the extension of SCI or PropCo's lease decision deadline to
varying dates.

Each of the Debtors' business operations located at the
properties governed by the other Leases that are the subject of
the Motion play a role in the generation of revenues in the
Debtors' business, Mr. Friel tells the Court.  He says SCI
requires at least the 90-day extension of time to decide what
role the properties that are the subject of the Leases will play
in the Debtors' reorganization, and ultimately whether to assume
or reject the leases, which extension the Court is authorized to
grant under Section 365(B)(i) of the Bankruptcy Code.

Mr. Friel adds that, as reflected in the Stipulations, certain of
the lessors have agreed to an extension of time greater than 90
days, which the Court is authorized to approve under the
authority in Section 365(d)(4)(B)(ii).

The Court should reward the rational behavior by parties who
understand they are saving the estate and themselves substantial
sums that would otherwise be expended in seeking periodic
extensions of the Section 364(d) deadlines, Mr. Friel asserts.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SUPERIOR OFFSHORE: Resolves $23M Back Taxes Claim
-------------------------------------------------
According Law360, an agent representing the bankruptcy estate of
Superior Offshore International Inc. has reached a deal with the
Internal Revenue Service over an initial $22.5 million employment
and income tax claim, which the agent argued was too high and
overstated the oil exploration services company's true liability.

Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provides subsea construction and commercial diving services to the
offshore oil and gas industry.  The company's construction
services include installation, upgrading and decommissioning of
pipelines and production infrastructure.  The company operates a
fleet of seven service vessels and provides remotely operated
vehicles and saturation diving systems for deepwater and harsh
environment operations.

Superior Offshore International, Inc., filed for bankruptcy
protection on April 24, 2008 (Bankr. S.D. Tex. Case No. 08-32590).
The Debtors listed total assets of $67,587,927 and total
liabilities of $54,359,884 in its schedules.  David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represented the Debtor as counsel.  The U.S. Trustee for Region 7
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Douglas S. Draper, Esq., at Heller Draper
Hayden Patrick & Horn LLC, and Michael D. Rubenstein, Esq., at
Liskow Lewis, represented the Committee as counsel.


TALBOTS INC: August 1 Balance Sheet Upside-Down by $206.7 Million
-----------------------------------------------------------------
The Talbots, Inc.'s consolidated balance sheets at August 1, 2009,
showed $855.9 million in total assets and $1.06 billion in total
assets, resulting in a $206.7 million total shareholders' deficit.

At August 1, 2009, the Company's consolidated balance sheets also
showed strained liquidity with $482.3 million in total current
assets available to pay $507.3 million in total current
liabilities.

The Company reported a net loss of $24.5 million for the thirteen
weeks ended August 1, 2009, compared with a net loss of
$25.0 million during the same period ended August 2, 2008.

Net sales consist of store sales and direct marketing sales.
Direct marketing sales include the Company's catalog and Internet
channels.  Net sales in the second quarter of 2009 were
$304.6 million compared to $395.2 million in the second quarter of
2008, a decrease of $90.6 million, or 22.9%.

Store sales in the second quarter of 2009 decreased by
$79.4 million, or 23.8%, compared to the second quarter of 2008.
Reflected in store sales was a $73.2 million or 24.9% decline in
comparable store sales for the period.

Direct marketing sales in the second quarter of 2009 decreased by
$11.2 million, or 18.4%, compared to the second quarter of 2008.

For the twenty-six weeks ended August 1, 2009, the Company
reported a net loss of $48.0 million, compared with a net loss of
$23.4 million in the same period ended August 2, 2009.

Net sales for the first half of 2009 were $610.8 million compared
to $810.0 million for the first half of 2008, a decrease of
$199.2 million, or 24.6%.

Store sales in the first half of 2009 decreased by $168.2 million,
or 24.8%, compared to the first half of 2008.  Reflected in store
sales was a $157.5 million, or 25.9%, decline in comparable store
sales for the period.

Direct marketing sales in the first half of 2009 decreased by
$31.0 million, or 23.7%, compared to the first half of 2008.

A full-text copy of the Company's consolidated financial
statements for the 13 weeks and 26 weeks ended August 1, 2009, is
available for free at:

           http://researcharchives.com/t/s?4823

The substantial deterioration in the U.S. economy and decline in
consumer discretionary spending had a significant impact on the
Company's sales, operating profits and cash flows in 2008 and in
the first half of 2009.  The Company expects that the current
conditions in the global economy will continue during 2009 and
possibly beyond.

For the 26 weeks ended August 1, 2009, and August 2, 2008, cash
flows provided by operating activities from continuing operations
were $41.3 million and $53.7 million, respectively.  As of
August 1, 2009, the Company had a working capital deficit of
$25.1 million and a stockholders' deficit of $206.7 million.  In
addition, as of August 1, 2009, the Company has substantial debt
obligations coming due in the next nine months, and the Company's
revolving loan facility with AEON Co., Ltd. expires in April 2010.

Based on the Company's current assumptions and forecast for 2009,
and assuming it is able to extend, refinance or replace each of
its current credit facilities which mature at various dates in
2009 and 2010, the Company believes that it has developed a fiscal
2009 financial plan that, if successfully executed, will provide
sufficient liquidity to finance its anticipated working capital
and other currently expected non-debt maturity cash needs for the
next 12 months.  The Company's $150.0 million secured revolving
credit facility, entered into with AEON, which extends to April
2010, has not been drawn upon and has current availability of
$150.0 million to address any shortfall in working capital or
other funding needs while this facility is outstanding.

Cash provided by operating activities was $41.3 million during the
first half of 2009 compared to $53.7 million during the first half
of 2008.  The decrease of $12.4 million is primarily due to loss
from continuing operations of $39.3 million during the first half
of 2009 compared to income from continuing operations for the
first half of 2008 of $6.6 million.  The decline was substantially
offset by a lower investment in working capital, primarily
inventory, and receipt of a $26.6 million income tax refund.

Cash used in investing activities was $13.2 million in the first
half of 2009 compared to $17.4 million in the first half of
2008, an improvement of $4.2 million.  Cash flows used in
investing activities were primarily related to purchases of
property and equipment.  Cash used for purchases of property and
equipment during the first half of 2009 was $13.2 million compared
to $20.0 million during the first half of 2008.  This $6.8 million
decline in expenditures was a result of the Company's planned
decline in spending on new store openings, store renovations, and
information technology due to the uncertain economic environment
of late 2008 continuing into the first half of 2009.  In the first
half of 2009, the company opened 11 new stores, and closed eight
others.

Cash provided by financing activities was $18.2 million during the
first half of 2009 compared to a cash use of $21.8 million during
the first half of 2008.  The improvement in cash provided by
financing activities in 2009 was due to proceeds received from the
$200.0 million term loan facility from AEON Co., Ltd., and
$30.0 million in borrowings under the Company's AEON (U.S.A.)
$50.0 million facility, as well as the suspension of the quarterly
dividend payment that was approved by the Company's Board of
Directors in February 2009.  Also during the first half of 2009,
the Company paid down the remaining balance of approximately
$200.0 million on its $400 million term loan (Acquisition Debt)
using the borrowings from AEON Co., Ltd.  In the first half of
2008, the Company paid $14.4 million in dividends.

Based in Hingham, Mass., The Talbots, Inc. (NYSE:TLB) is a
specialty retailer and direct marketer of women's apparel, shoes,
and accessories.  The Company operates stores in the United States
and Canada.  In addition, its customers may shop online or via its
catalogs.  The Company's products are sold through its 587 stores,
its circulation of approximately 55 million catalogs during the
fiscal year ended January 31, 2009, and online through its Web
site.


TAYLOR BEAN: Sovereign Balks at Terms of DIP Loans
--------------------------------------------------
Taylor Bean & Whitaker Mortgage Corp.'s proposed $25 million of
DIP financing is facing opposition from a prepetition lender.
Law360 reports that Sovereign Bank has questioned the effects the
DIP financing on its liens and the standing of its claims.

Taylor Bean, the 12th largest U.S. mortgage lender and servicer
of loans, filed for bankruptcy protection on Aug. 24 after
being suspended from doing business with U.S. agencies and
Freddie Mac, the government-supported mortgage company.  Taylor
has blamed probes into one of its banks for the suspensions.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).  Edward J. Peterson, III, Esq., at Stichter,
Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the
Debtor.  Troutman Sanders LLP is special counsel.  BMC Group Inc.
serves as claims agent.  Taylor Bean has more than $1 billion of
both assets and liabilities, and between 1,000 and 5,000
creditors, according to the bankruptcy petition.


TENNECO INC: Moody's Affirms Corporate Family Rating at 'B3'
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Tenneco Inc. --
Corporate Family Rating and Probability of Default rating at B3.
In a related action Moody's affirmed the ratings for Tenneco's
senior secured bank debt at Ba3, the rating on the second-lien
senior secured note at B1, the rating on the senior unsecured
notes at B3; and the rating on the senior subordinated notes at
Caa2.  The rating outlook is change to Stable.

The B3 Corporate Family Rating anticipates gradual improvement in
Tenneco's weak credit metrics over the intermediate-term stemming
from improving global economic conditions and automotive
production levels.  Tenneco's market leadership as a global
supplier of critical emission and ride control products is
expected to support its competitive position.  Restructuring
actions taken by the company, including headcount reductions,
plant closures and salary reductions, have served to mitigate
automotive production declines experienced during the year.
However, the company will continue to be challenged by weak
automotive industry conditions in Europe, where automotive unit
sales are projected to decline by about 9%.  Moreover, with
approximately 24% of 2008 revenues from the North American
operations of the Detroit-3, Tenneco will be exposed to the
potential for further market share erosion, particularly at GM and
Chrysler.  Further, content per vehicle will also be pressured as
consumers buying preferences shift to smaller cars away from SUVs.

The stable outlook reflects Tenneco's ability to implement
restructuring actions which have stabilized the company's
performance and improved profit margins under weak industry
conditions.  While Moody's continues to expect a challenging
global automotive manufacturing environment over the near-term,
Tenneco's margin improvements should position company to benefit
from the expected increase in global automotive production in
2010.  Modest further restructuring actions may be required given
the unevenness of the expected recovery in production levels.  For
the LTM period ending September 30, 2009, Tenneco's EBIT/Interest
(including Moody's Standard adjustments) approximated 0.6x and
Debt/EBITDA approximated 6.6x.

Tenneco is expected to maintain an adequate liquidity profile over
the near-term.  As of September 30, 2009, the company maintained
cash and cash equivalents of $137 million.  The company maintains
a $550 million revolving credit facility and a $130 million senior
secured tranche B letter of credit facility which also permits
revolving borrowings.  Availability under these facilities was
$390 million at September 20, 2009 after considering $242MM of
cash drawings and about $48 million of outstanding letters of
credit.  Tenneco's free cash flow generation over the near-term
will be challenged by increasing working capital requirements as
industry conditions improve and step-ups in amortization
requirements under the company's term loan facilities.  As such,
reliance on the company's $550 million revolving credit facility
is expected to continue over the near-term.  Alternative sources
of liquidity are limited as essentially all the company's assets
are pledged to secure the bank credit facilities.

These ratings were affirmed:

  -- Corporate Family rating, B3;

  -- Probability of Default rating, B3;

  -- $550.0 million first lien senior secured revolving credit
     facility, Ba3 (LGD2, 11%);

  -- $150 million first lien senior secured term loan A, Ba3
     (LGD2, 11%);

  -- $130 million first lien senior secured letter of credit /
     revolving loan facility, Ba3 (LGD2, 11%);

  -- 10.25% guaranteed senior secured second-lien notes due 2013,
     to B1 (LGD3, 30%);

  -- 8.125% guaranteed senior unsecured notes due 2015, to B3
     (LGD3, 49%);

  -- 8.625% guaranteed senior subordinated notes due November
     2014, to Caa2 (LGD5, 83%);

The last rating action for Tenneco was on February 18, 2009, when
the company's Corporate Family Rating was lowered to B3.

Tenneco, headquartered in Lake Forest, Illinois, is a leading
manufacturer of automotive ride control (approximately 33% of
sales) and emissions control (approximately 67% of sales) products
and systems for both the worldwide original equipment market and
aftermarket.  Leading brands include Monroe(R), Rancho(R),
Clevite(R), and Fric Rot ride control products and Walker(R),
Fonos, and Gillet emission control products.  Net sales in 2008
were approximately $5.9 billion.


TERRY BRADFORD COX: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Terry Bradford Cox
        683 Greenview Avenue NE
        Atlanta, GA 30305

Bankruptcy Case No.: 09-89085

Chapter 11 Petition Date: November 2, 2009

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

Judge: C. Ray Mullins

Debtor's Counsel: Herbert C. Broadfoot II, Esq.
                  Ragsdale, Beals, Seigler, et al.
                  2400 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714
                  Email: broadfoot@rbspg.com

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

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

According to the schedules, the Company has assets of $1,011,000,
and total debts of $812,126.

A full-text copy of Ms. Cox's petition, including a list of her 3
largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/ganb09-89085.pdf

The petition was signed by Ms. Cox.


TOUSA INC: Lenders to Post About $700 Million in Bonds
------------------------------------------------------
Bloomberg News reports that U.S. Bankruptcy Judge John K. Olson
ordered lenders, which include Citigroup Inc. and Wells Fargo &
Co., to post bonds of $700 million while by Dec. 1, while a
fraudulent transfer ruling is appealed.  The bond amounts are 110
percent of the monetary awards.

According to Bloomberg, Judge Olson denied the request to put on
hold the nonmonetary awards which include the avoidance of liens
and the disallowance of claims, among others.  The bankruptcy
cases "will be stuck dead in the water if the nonmonetary awards
were to be stayed," Judge Olson said.

Citicorp North America NA, the agent for the first-lien lenders,
asked Judge Olson to grant the stay without requiring a bond
because there is no risk of default.  In the alternative, Citicorp
requested, pursuant to Bankruptcy Rule 7062, that the Court fix
the amount of the supersedeas bond at not more than 110% of the
judgment.  Although not binding on the Court, the Southern
District of Florida's local rules provide that "[a] supersedeas
bond staying execution of a money judgment shall be in the amount
of 110% of the judgment." S.D. Fla. Local R. 62.1(A).

As reported by the TCR on Oct. 15, 2009, Judge John K. Olson of
the U.S. Bankruptcy Court for the Southern District of Florida has
held that the loans Citicorp North America, as administrative
agent, and certain prepetition lenders extended to TOUSA Inc. and
its affiliates barely six months before the Petition Date were
fraudulent transfers.

TOUSA, Inc. caused certain of its subsidiaries to borrow in July
2007 from certain lenders (i) a $200 million first lien term loan
with Citicorp, as administrative agent under the parties' credit
agreement, and (ii) a $300 million second lien term loan with
Citicorp as administrative agent, as subsequently replaced by
Wells Fargo Bank.  To secure the Loans, the lenders were granted
liens on substantially all of TOUSA's assets.  The proceeds of the
Loans were used to settle a litigation initiated by Senior
Transeastern Lenders against TOUSA and its subsidiary, TOUSA Homes
LP, that arose from the default on debt incurred to finance the
Transeastern Joint Venture, a business venture that TOUSA
undertook in 2005.  Certain of TOUSA's affiliates, otherwise
referred to as the "Conveying Subsidiaries," which were not
defendants in the Transeastern litigation and were not liable to
the entities that financed the Transeastern Joint Venture,
nonetheless incurred liabilities and granted liens to secure the
resolution of TOUSA Inc.'s liabilities as their parent company.

In the Adversary Complaint the Official Committee of Unsecured
Creditors initiated in July 2008 against Citicorp, Wells Fargo and
the Senior Transeastern Lenders, the Committee sought (1) to avoid
and recover $500 million in liens granted pursuant to the July
2007 Loan Transaction; (2) to recover $420 million paid in cash to
prior lenders to other Debtors whose loans were paid out as part
of the same loan transaction in which the challenged liens were
granted; and (3) to avoid as preferential the grant of a security
interest in a $207 million tax refund which was perfected less
than 90 days before the Debtors' petitions were filed.

With respect to the first lien lenders, the Court ordered the
disgorgement by the first lien lenders of "any and all
principal, interest, costs, expenses and other fees or amounts
paid to, for the benefit of, or on behalf of, the First . . . Lien
Lenders or in respect of the First . . . Lien Lenders' asserted
claims or obligations against the Conveying Subsidiaries' estates.
According to Citicorp, the payments on the loan obligation subject
to the disgorgement order include the paydown amount of
$70,884,588, plus other amounts which continue to be calculated,
included but not limited to interest payments made pursuant to the
First Lien Term Loan.  The Court set October 23, 2009 as the
deadline to file an accounting of the amounts to be disgorged
subject to the disgorgement order.

A full-text copy of Judge Olson's 182-page Findings of Fact and
Conclusions of Law dated October 13, 2009, is available for free
at http://bankrupt.com/misc/TOUSA_JudgeOlsonOct13Findings.pdf

                         About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRIAD FINANCIAL: S&P Puts 'B' Rating on CreditWatch Positive
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed its B'
counterparty rating and 'B-' senior unsecured debt rating Triad
Financial Corp. on CreditWatch Positive.

"The rating action follows the closing of Santander Consumer USA's
acquisition of Triad.  There was no public announcement of the
acquisition.  Santander Consumer USA, an unrated majority-owned
subsidiary of Sovereign Bancorp will call the $60 million of term
debt that remains outstanding.  S&P expects to either assign a
rating reflecting the standalone financial profile of Santander
Consumer USA and its strategic importance to Sovereign; or, to
withdraw S&P's ratings on Triad at the end of the call window on
Dec. 1, 2009," said Standard & Poor's credit analyst Jeffrey Zaun.


TRIDENT RESOURCES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Trident Resources Corp. filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $764,500
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $410,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $136,860,000
                                 -----------      ------------
        TOTAL                       $764,500      $546,860,000

Calgary, ALberta-based Trident Resources Corp. operates a natural
gas exploration and development company.  The Company and its
affiliates filed for Chapter 11 on Sept. 8, 2009 (Bankr. D. Del.
Case Nos. 09-13150 to 09-13154).


UNIFI INC: Posts $2.48MM Net Income for September 27 Quarter
------------------------------------------------------------
Unifi, Inc., reported net income of $2,489,000 for its first
fiscal quarter ended September 27, 2009, from a net loss of
$676,000 for the quarter ended September 28, 2008.  Net sales were
$142,851,000 for the first fiscal quarter ended September 27,
2009, from $169,009,000 for the quarter ended September 28, 2008.

As of September 27, 2009, Unifi had total assets of $497,918,000
against total current liabilities of $59,343,000, notes payable of
$178,722,000, other long-term debt and liabilities of $2,907,000
and deferred income taxes of $438,000, resulting in stockholders'
equity of $256,508,000.

During the first quarter of fiscal 2010, the Company spent $2.1
million on capital expenditures compared to $3.6 million in the
first quarter fiscal year 2009.  The Company estimates its fiscal
year 2010 capital expenditures will be within a range of $8.0
million to $9.0 million.  From time to time, the Company may have
restricted cash from the sale of certain nonproductive assets
reserved for domestic capital expenditures in accordance with its
long-term borrowing agreements.  As of September 27, 2009, the
Company had no restricted cash funds that were required to be used
for domestic capital expenditures.  The Company's capital
expenditures primarily relate to maintenance of existing assets
and equipment and technology upgrades.  Management continuously
evaluates opportunities to further reduce production costs, and
the Company may incur additional capital expenditures from time to
time as it pursues new opportunities for further cost reductions.

During the first quarter of fiscal year 2010, the Company received
$1.6 million in dividend distributions from its joint ventures.
Although historically over the past five years the Company has
received distributions from certain of its joint ventures, there
is no guarantee that it will continue to receive distributions in
the future.  The Company may from time to time increase its
interest in its joint ventures, sell its interest in its joint
ventures, invest in new joint ventures or transfer idle equipment
to its joint ventures.

The Company is executing its plans to establish a wholly-owned
base of operations in Central America.  The total investment in
the initial stages is expected to be $10.0 million or less.  The
Company expects to be operational over the next six to nine
months.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?482d

A full-text copy of the Company's preliminary earnings release is
available at no charge at http://ResearchArchives.com/t/s?482e

                            About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

Unifi Inc. continues to carry Moody's Investor Service's Caa2
senior secured debt rating which was placed in December 2007.


VITESSE SEMICONDUCTOR: Appoints Hugar and Lyon as Directors
-----------------------------------------------------------
James H. Hugar and G. Grant Lyon on October 28, 2009, were each
appointed as directors of Vitesse Semiconductor Corporation.  The
New Directors have not yet been named to any of the committees of
the Board of Directors.  The appointments will become effective
upon the closing of the debt restructuring transactions
contemplated by the Debt Conversion Agreement entered into by the
Company.

"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."

Mr. Hugar recently retired from Deloitte & Touche LLP, where he
served as 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 has 35 years of experience in public
accounting.  He has participated in hundreds of audit committees
of boards of directors and trustees for both publicly and
privately held companies.

Mr. Hugar holds 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 is currently the president of Odyssey Capital Group, LLC,
a financial advisory and management consulting firm, where he has
been since 2005. In 2005, Mr. Lyon served as interim Chief
Financial Officer of Hypercom Corporation. Before 2005, Mr. Lyon
held positions as managing director at Ernst & Young Corporate
Finance, LLC; managing member of Golf Equity, LLC; vice president,
Capital Markets at Evans Withycombe Residential, Inc. and Arthur
Andersen, where he began his career. Mr. Lyon has been involved in
corporate initiatives that have included capital acquisition,
business and securities valuation, acquisitions and mergers, and
bankruptcy reorganizations.

Mr. Lyon currently serves as a director of Fairfield Residential
LLC and as chairman of the board of Three Five Systems, Inc. He
holds a bachelor's degree and an MBA degree from Brigham Young
University. Mr. Lyon is also a certified public accountant.

Pursuant to the terms of the Company's Amended and Restated 2001
Stock Incentive Plan and only upon the New Directors' appointments
becoming effective, the New Directors will each be granted an
option to purchase 75,000 shares of common stock of the Company at
an exercise price equal to the Company's closing stock price on
the date of grant. Each of their options will have a ten-year term
and will vest in full one year and one day following the date of
grant, so long as each remains a director. The New Directors will
also execute an indemnity agreement with the Company that is
substantially the same as the indemnity agreements with all the
directors of the Company.

                     Resignation of Directors

On October 22, 2009, Guy W. Adams and Willow B. Shire, and on
October 26, 2009, Robert A. Lundy, notified the Company that they
will resign as Directors of the Company, effective upon the
Closing.  The Departing Directors' resignations are conditioned
upon both the occurrence of the Closing and the acceptance of such
resignations by the Company's Board of Directors.

                     Debt Conversion Agreement

As reported by the Troubled Company Reporter, the Company,
effective October 16, 2009, entered into a Debt Conversion
Agreement with the beneficial owners of more than 96.7% of its
1.5% Convertible Subordinated Debentures due 2024.  Holders of the
2024 Debentures had the right to require the Company to repurchase
the 2024 Debentures on October 1, 2009, for 113.76% of the
principal amount to be purchased.  The repurchase right would have
resulted in an additional payment of $13.3 million on the
$96.7 million outstanding 2024 Debentures or a total amount due of
roughly $110.0 million.

Under the terms of the Conversion Agreement, the Converting
Noteholders have agreed to exchange their 2024 Debentures for a
combination of cash, shares of common stock, new convertible
debentures, and in some cases, shares of preferred stock.  The
Company will use roughly $10.0 million of cash in connection with
this transaction, roughly $3.6 million of which will be used to
repurchase 2024 Debentures from holders that are not parties to
the Conversion Agreement and roughly $6.4 million of which will be
paid to parties to the Conversion Agreement in partial repayment
of the 2024 Debentures.

The Company will issue these securities in connection with the
Debt Restructuring Transaction for the remaining $100.0 million of
aggregate principal amount and premium of 2024 Debentures:

     -- Roughly 173 million shares of the Company's common
        stock, par value $0.01 per share;

     -- Roughly $50 million aggregate principal amount of new 8.0%
        Convertible Second Lien Debentures Due 2014; and

     -- Roughly 771,000 shares of new Series B Participating
        Convertible Non-Cumulative Preferred Stock, par value
        $0.01 per share, each share of which is convertible into
        100 shares of Common Stock for an aggregate of roughly
        77.1 million shares of Common Stock.

The Converting Noteholders agreed to exchange roughly 50% of their
2024 Debentures (after the partial repurchase for cash) for shares
of Common Stock at $0.20 per share, subject to a limitation on
ownership of 9.9% of the outstanding shares of Common Stock.
Converting Noteholders who would otherwise own more than 9.9% of
the outstanding Common Stock following the exchange will receive a
combination of Common Stock and Series B Preferred Stock.  The
Converting Noteholders will receive one share of Series B
Preferred Stock for every 100 shares of Common Stock that they
would have otherwise received in the exchange in excess of the
number of shares of Common Stock that equals 9.9% of the
outstanding shares of Common Stock.  The Series B Preferred Stock
is non-voting and has a dividend preference equal to $0.001 per
share of Series B Preferred Stock, which amount is payable when
and if dividends are declared and payable with respect to the
Common Stock.  The Converting Noteholders will exchange the
roughly 50% of their remaining 2024 Debentures (after the partial
repurchase for cash) for the New Debentures.   All of the 2024
Debentures acquired by the Company as a result of the Debt
Restructuring Transaction will be cancelled.  The Company expects
to pay the principal amount, premium and accrued interest on any
remaining 2024 Debentures immediately after the consummation of
the Debt Restructuring Transaction.

The Company and the Converting Noteholders have agreed that the
New Debentures will convert into shares of Common Stock at a
conversion price of $0.225 per share (equivalent to an initial
conversion rate of roughly 4,444 shares per $1,000 principal
amount of debentures), subject to customary adjustments.  The
Company may elect to deliver cash in lieu of shares of Common
Stock if the New Debentures are converted.

                    About Vitesse Semiconductor

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- 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.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.


VITESSE SEMICONDUCTOR: Closes Debt Restructuring Transactions
-------------------------------------------------------------
Vitesse Semiconductor Corporation on October 30, 2009, closed its
debt restructuring transactions with its major creditors.

The debt restructuring agreements call for the conversion of 96.7%
of the Company's approximately $110 million aggregate principal
amount of 1.5% Convertible Subordinated Debentures due 2024 into a
combination of cash, equity securities, and secured convertible
debentures.  With respect to the remaining 3.3% of those
convertible debentures, the Company is settling its obligations in
cash.  Additionally, Vitesse has made a cash payment of
approximately $5 million of its $30 million senior secured loan,
the terms of which had been amended to facilitate the debt
restructuring.

This debt restructuring significantly reduces the total amount of
debt burden on Vitesse's balance sheet by replacing the Company's
approximately $110 million of convertible debt which was due and
payable on October 1, 2009 with approximately $50 million of
convertible debt due in five years.

"This debt restructuring resolves the issues we have had with our
creditors and enables us to focus our resources on optimizing the
value of our operations," said Chris Gardner, chief executive
officer of Vitesse. "Management expects that with our improved
financial stability and with continued improvements to the
economy, the Company will be well positioned to achieve its
potential by developing and delivering high-quality, leading-edge
products to our customers."

Under the terms of the debt restructuring transaction, Vitesse is:

     -- Paying approximately $6.4 million as cash consideration to
        the holders of the 2024 Debentures that participated in
        the exchange.

     -- Paying approximately $3.6 million in cash to satisfy its
        obligations to those holders of 2024 Debentures that did
        not participate.

     -- Issuing approximately $50 million in aggregate principal
        amount of new convertible secured debentures. These new
        convertible secured debentures have a five-year term, an
        8.0% annual interest rate, and a conversion price of
        $0.225 per share. The indebtedness under these new
        convertible secured debentures is secured by a second-
        priority security interest in substantially all of
        Vitesse's assets.

     -- Issuing approximately 173 million shares of common stock
        along with approximately 771,000 shares of a new Series B
        Preferred Stock that will be convertible into common stock
        on a 100:1 basis and that will have a dividend preference
        relative to the common stock. The Series B Preferred Stock
        and the new convertible secured debentures include
        restrictions on conversion that prohibit a holder of these
        securities from converting them if it would result in the
        holder beneficially owning more than 9.9% of Vitesse's
        outstanding stock.

Assuming the full conversion of the Series B Preferred Stock into
common stock, Vitesse would have approximately 481 million shares
outstanding.  The Company does not currently have a sufficient
amount of common stock authorized to permit the conversion of the
new convertible debentures into common stock.

The Company plans to seek shareholder approval of an increase in
the authorized shares of common stock to permit the full
conversion of the convertible secured debentures.  If Vitesse has
not obtained shareholder approval on or prior to February 15,
2010, Vitesse will pay these debenture holders on February 16,
2010, an additional monthly payment equal to 1.0% of the
outstanding principal amount of the new convertible debentures,
and Vitesse will be required to pay the additional amount each
month until it has obtained shareholder approval.  If Vitesse has
not obtained shareholder approval prior to February 15, 2011, the
holders will have the option to convert the notes for cash as
further described in the new Indenture.

As a condition to the closing of the debt restructuring
transaction, the Company was obligated to set the size of its
Board of Directors at six directors and to appoint two qualified
new directors from a list of at least four persons identified by
the debt holders prior to November 2, 2009.  For the Company to
satisfy this requirement, two of the Company's current directors
had to resign on or prior to the closing of the debt
restructuring.

Additional information about the terms of the Company's debt
restructuring transaction is available at no charge at
http://ResearchArchives.com/t/s?482f

The Company intends to call a Special Meeting of Stockholders to
approve a reverse stock-split (which may or may not be
implemented) and to increase the number of the Company's
authorized shares of Common Stock to permit the conversion of the
New Notes that are contemplated by the Conversion Agreement into
shares of the Company's Common Stock.  The Company expects to
announce the record date and meeting date for this Special Meeting
as soon as practicable.  Holders of shares of the Company's Common
Stock on the record date, including shares of Common Stock issued
in connection with the debt restructuring transaction, will be
able to vote their shares at this Special Meeting.

A full-text copy of the preliminary proxy statement is available
at no charge at http://ResearchArchives.com/t/s?4830

                    About Vitesse Semiconductor

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- 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.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.


WESCO INC: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Wesco, Inc.
        9190 W. Olympic Blvd., Suite 316
        Beverly Hills, CA 90212

Bankruptcy Case No.: 09-40327

Chapter 11 Petition Date: November 2, 2009

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

Judge: Alan M. Ahart

Debtor's Counsel: David B. Golubchik, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd., Suite 1700
                  Los Angeles, CA 90067
                  Tel:(310) 229-1234
                  Email: dbg@lnbrb.com

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

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

According to the schedules, the Company has assets of $6,033,500,
and total debts of $3,296,208.

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

         http://bankrupt.com/misc/cacb09-40327.pdf

The petition was signed by Andrew Wolf, president of the Company.


YRC WORLDWIDE: S&P Downgrades Corporate Credit Rating to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on YRC Worldwide Inc. to 'CC' from 'CCC'.  At the same
time, S&P lowered the corporate credit ratings on selected
subsidiaries' senior unsecured debt issues to 'C' from 'CC'.  The
recovery ratings on the senior unsecured debt remain at '6'.  S&P
placed all the issue-level ratings on CreditWatch with negative
implications, pending completion of the proposed exchange offer.

The ratings actions on Overland Park, Kansas-based trucking
company YRC Worldwide reflect its announcement that it will launch
an exchange offer to purchase its contingent convertible senior
notes and subsidiary's USF Corp. senior notes.  In exchange for
its 5% and 3.375% contingent convertible senior notes due 2023 and
its 8.5% USF senior notes due 2010, noteholders will receive YRCW
common and preferred stock.

Under S&P's criteria, S&P views a formal exchange offer at a
discount by a company under substantial financial pressure as a
distressed-debt exchange and tantamount to a default.  "S&P will
lower S&P's corporate credit rating on YRCW to 'SD' (selective
default) and lower S&P's ratings on issues repurchased under the
tender offer to 'D' (default) on completion of the offer," said
Standard & Poor's credit analyst Anita Ogbara.  Shortly
thereafter, S&P will assign a new corporate credit rating,
representative of the default risk,
post-financial-restructuring.

"On completion of the exchange offer, S&P will lower S&P's
corporate credit rating on YRCW to 'SD' (selective default) and
lower S&P's ratings on issues involved in the exchange offer to
'D' (default)," she continued.


* Bank Failures Buffeting FDIC Efforts to Bolster Insurance Fund
----------------------------------------------------------------
Alison Vekshin at Bloomberg reports that the Federal Deposit
Insurance Corp., replenishing funds after the worst financial
crisis since the Great Depression, faces additional strains on its
resources after spending $2.5 billion to shut nine banks last
week.

On October 30, 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 subsidiaries of FBOP Corporation, Oak Park,
Illinois.  Last weekend's closings are expected to cost the FDIC's
insurance fund a total of $358.2 million.

The number of banks that have failed so far this year have reached
115.

The FDIC, expecting failures to continue through 2010, asked banks
to prepay three years of premiums to raise $45 billion for the
fund depleted by 115 shutdowns this year.

"The failure of nine banks totaling almost $20 billion in assets
is a further substantial blow to the deposit insurance fund," said
Kevin Petrasic, a lawyer at Paul, Hastings, Janofsky & Walker LLP
in Washington and former special counsel at the Office of Thrift
Supervision. "The FDIC clearly has its work cut out for it to try
to right the fund."

According to Bloomberg, this year's surge after 25 banks were shut
in 2008 pushed the industry-supported deposit insurance fund into
a deficit in the third quarter for the first time since 1991,
according to agency estimates.  The negative balance reflected
$32 billion the FDIC had set aside for failures expected through
June 30.


* Capital Markets Still Extremely Weak, Survey Shows
----------------------------------------------------
With high unemployment pushing up vacancies, no credit capacity
and property values plummeting, commercial real estate markets
remain extremely stressed with little prospect for significant
near-term improvement, according to The Real Estate Roundtable's
latest quarterly survey of senior commercial real estate
executives.

All three indices tracked by the "Sentiment Survey" have risen
considerably since the near-collapse of financial markets last
fall -- a reflection of respondents' collective sense of relief at
having survived the worst of the turmoil, and the extreme
uncertainty and paralysis of last year giving way to a greater
sense of acceptance of market realities. However, the latest
numbers -- particularly the "Current Conditions" reading of 56 --
remain well below the ideal of 100.  An overall index of 100 means
all survey respondents have answered that conditions today are
"much better" than they were a year ago, and will be "much better"
12 months from now.

"The problems now are more clearly defined and there's a grim
sense of reality setting in, but that's a long way from saying
markets are stabilizing or that conditions are on the mend," said
Roundtable President and CEO Jeffrey DeBoer.  "With job losses
mounting, consumer confidence in the doldrums, and a relapse of
the recession still possible, additional policy action is needed
to restore credit availability -- the lubricant of the economy and
job creation -- and to address the equity shortage resulting from
falling commercial property values," Mr. DeBoer continued.

An overwhelming majority of the 100+ respondents in the Q4 survey
said property values are down today vs. a year ago, although the
percentage declined to 77 percent from 93 percent in the previous
quarter.  But respondents were far from optimistic about future
valuations, with 71 percent saying they expect values to remain
"about the same" or to erode even further in the next 12 months.

"So-called 'zombie buildings' and empty storefronts on Main Street
will only mean bigger budget shortfalls for local governments,
more layoffs for construction, hotel and retail workers, and
further devaluation of investment portfolios held by individual
and institutional investors," Mr. DeBoer added.

"If there is any good news to report, it's that the trillion-
dollar refinancing crisis in commercial real estate now has the
attention of policymakers at the highest levels -- including
President Obama."  Fox Business News reported Oct. 16 that the
President had been briefed recently by his top economic advisors
about rising "maturity" and "performance" defaults on commercial
mortgages and what this might mean for the U.S. banking system.

Capital market conditions remain extremely fragile, the survey
shows, but there is now a greater mix of perspectives on the
markets' trajectory.  On the debt side, 28 percent of those polled
said credit availability is worse today than a year ago, compared
to 71 percent who said so in the previous quarter.  The percentage
who characterized equity availability as worse today than one year
ago also dropped significantly -- from 55 percent in the 3rd
quarter to 17 percent in the latest survey.  As with the Fed's
latest "Beige Book" report last week, Mr. DeBoer cautioned, any
signs of "improvement" or of a leveling off in the rates of
decline should be looked at in the context of where things were 12
months ago.

Not surprisingly, given the depth of dysfunction in commercial
real estate debt markets, almost all participants in the current
survey (95 percent) expect debt market conditions to be at least
the same or better 12 months from now.

Although U.S. policymakers have adopted or implemented several
policy recommendations offered by The Roundtable in its "Five-
Point Liquidity Plan" this past year, additional steps are needed
to reconnect loan originators and secondary markets; bring new
equity into commercial real estate (primarily, through reform of
the Foreign Investment in Real Estate Property Tax Act [FIRPTA]);
and to improve the Term Asset-Backed Lending Facility's (TALF)
ability to foster new issuance of commercial mortgage-backed
securities (CMBS).

The quarterly Sentiment Survey seeks to capture feedback from a
broad range of real estate industry segments, asset classes,
ownership vehicles and capital structures, including owners and
asset managers, financial services firms and operators.  It is
administered for The Real Estate Roundtable by FPL Advisory Group
of Chicago.  A PDF of the entire report is available online at
www.rer.org.

The Roundtable brings together leaders of the nation's publicly-
held and privately owned real estate ownership, development,
lending and management firms with the leaders of national real
estate trade associations to jointly address key national policy
issues relating to real estate and the overall economy.
Collectively, Roundtable members' portfolios contain over
5 billion square feet of office, retail and industrial properties;
over 1.5 million apartment units; and in excess of 1.3 million
hotel rooms.


* CIT Filing Pushes Junk-Bond Default Rate to 13.1%, Fitch Says
---------------------------------------------------------------
The U.S. high-yield default rate for 2009 rose to 13.1 percent
after CIT Group Inc. filed for bankruptcy, Bloomberg said, citing
Fitch Ratings.


* Kamakura Reports Improvement in October Troubled Company Index
----------------------------------------------------------------
Kamakura Corporation announced Monday that the Kamakura index of
troubled public companies made its seventh consecutive improvement
in October.  The index declined from 10.90% in September to
10.68%, with credit conditions at the best levels since December
2007.  Kamakura's index had reached a peak of 24.3% in March.
Kamakura defines a troubled company as a company whose short term
default probability is in excess of 1%.  Credit conditions are now
better than credit conditions in 63.9 percent of the months since
the index's initiation in January 1990, and 3.02 percentage points
better than the index's historical average of 13.7%.  The all-time
low in the index was 5.4%, recorded in April and May, 2006, while
the all-time high in the index was 28.0%, recorded in September
2001.  The index is based on default probabilities for almost
27,000 companies in 30 countries.  To follow the troubled company
index and other risk commentary by Kamakura on a daily basis, see
www.twitter.com/dvandeventer.

In October, the percentage of the global corporate universe with
default probabilities between 1% and 5% decreased by 0.03
percentage points to 7.37%.  The percentage of companies with
default probabilities between 5% and 10% was down 0.09 percentage
points to 1.61%.  The percentage of the universe with default
probabilities between 10 and 20% was down 0.09 percentage points
to 1.01% of the universe, while the percentage of companies with
default probabilities over 20% was down by 0.11 percentage points
to 0.69% of the total universe in October.  In March, by contrast,
3.1% of the total universe had default probabilities over 20%.

Kamakura's President Warren A. Sherman said Monday, "While credit
quality continued to improve in October, the rate of improvement
has slowed.  Within the rated company universe, a number of
companies have shown a significant increase in default risk.  The
rated firms showing the largest increase in short run default risk
in October include Citadel Broadcasting, CIT, Allied Irish Bank,
Bank of Ireland, and Ambac."

The Kamakura index uses the annualized one month default
probability produced by the best performing credit model of the
Kamakura Risk Information Services default and correlation
service.  The model used is the fourth generation Jarrow-Chava
reduced form default probability, a formula that bases default
predictions on a sophisticated combination of financial ratios,
stock price history, and macro-economic factors.  The countries
currently covered by the index include Australia, Austria,
Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Hong
Kong, India, Ireland, Israel, Italy, Japan, Luxemburg, Malaysia,
Mexico, the Netherlands, New Zealand, Norway, Singapore, South
Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, United
Kingdom, and the United States.

Kamakura CEO Dr. Donald R. van Deventer and other members of
Kamakura senior management also maintain an active blog on key
risk management issues.  Recent blog entries include the following
stories:

   -- Reduced Form Macro Factor and Roll Rate Models of Mortgage
      Default: An Introduction and Application

   -- Pitfalls in Asset and Liability Management: Interpolating
      Monte Carlo Results, Or How to Prove Augusta National is Not
      a Golf Course

   -- Rating the Rating Agencies

   -- An Appreciation and Some Suggestions: 'The Financial Crisis
      and Lessons for Insurers' from the Society of Actuaries

   -- Advances in Risk Management: Glass Boxes, Black Boxes, CDOs
      and Grocery Lists

   -- More on Glass Boxes, Black Boxes, CDOs and Grocery Lists

   -- An Appreciation: Joseph Tibman's 'The Murder of Lehman
      Brothers'

   -- Robert A. Jarrow on 'TARP Warrants Valuation Methods'
   -- Too Smart to Fail

                     About Kamakura Corporation

Kamakura Corporation is a leading provider of risk management
information, processing and software.  Kamakura has been a
provider of daily default probabilities for listed companies since
November, 2002.  Kamakura launched its private firm modeling
product in January, 2004.  Kamakura is also the first company in
the world to develop and install a fully integrated credit risk,
market risk, asset and liability management, and transfer pricing
system.  Kamakura has clients ranging in size from $3 billion in
assets to $1 trillion in assets.  Kamakura's risk management
software is currently used in the United States, Germany, Canada,
the United Kingdom, Australia, China and many other countries in
Asia.

Kamakura's research effort is led by Professor Robert Jarrow, who
was named Financial Engineer of the Year in 1997 by the
International Association of Financial Engineers.  Professor
Jarrow and Dr. van Deventer were both named to the 50 member RISK
Hall of Fame in December 2002.  Kamakura management has published
twenty-one books and more than 100 publications on credit risk,
market risk, and asset and liability management.  Kamakura has
world-wide distribution alliances with IPS-Sendero --
http://www.ips-sendero.com/and Unisys -- http://www.unisys.com/-- making
Kamakura products available in almost every major city
around the globe.


* Pension Funds for Public Employees Lost $600 Billion in 2008
--------------------------------------------------------------
Retirement accounts for states and local government employees lost
$600 billion in value in the year that ended June 30, a decline of
21%, Bloomberg reported, citing a U.S. Census Bureau report.
Assets of the 100 largest public retirement systems, accounting
for 89 percent of public pension activity, fell to $2.2 trillion,
the lowest in five years, the Census Bureau said.

According to Bloomberg, the decline, coming as the Standard &
Poor's 500 Index fell 28% in the worst recession since the Great
Depression, portends cuts in benefits or increases in taxpayer and
employee contributions.  "If you have a system like we have in
Illinois that was severely underfunded in the good times, this is
not a temporary problem," said J. Fred Giertz, an economics
professor at the University of Illinois at Urbana-Champaign and a
trustee of the State University Retirement System.


* W.L. Ross Sees Huge Commercial Property Crash Ahead
-----------------------------------------------------
According to reporting by Bloomberg News, billionaire investor
Wilbur L. Ross Jr., said the U.S. is in the beginning of a "huge
crash in commercial real estate."  "All of the components of real
estate value are going in the wrong direction simultaneously,"
said Mr. Ross, one of nine money managers participating in a
government program to remove toxic assets from bank balance
sheets.

"Occupancy rates are going down.  Rent rates are going down and
the capitalization rate -- the return that investors are demanding
to buy a property -- are going up."  U.S. commercial property
sales are forecast to fall to the lowest in almost two decades as
the industry endures its worst slump since the savings and loan
crisis of the early 1990s, according to property research firm
Real Capital Analytics Inc.  The Moody's/REAL Commercial Property
Price Indices already have fallen almost 41% since October 2007,
Moody's Investors Service said Oct. 19.


* Small-Firms Bankruptcy Filings Up 44% Yr-Over-Yr, Equifax Says
----------------------------------------------------------------
Commercial bankruptcies among the nation's more than 25 million
small businesses increased by 44% from the third quarter of 2008
to the third quarter of 2009, according to Equifax Inc., which
analyzes its comprehensive small business database for the on-
going study.

Comparing the month of September 2008 to September 2009 shows an
increase of 27 percent.  There were 9361 bankruptcy filings in
September 2009 throughout the U.S., up from 7386 a year ago,
according to the data.

California remains the most negatively affected state with eight
MSA's (metropolitan statistical areas) among the 15 areas with the
most commercial bankruptcy filings during September 2009.

Los Angeles, Riverside/San Bernardino and Sacramento metropolitan
areas continued to lead the nation in small-business bankruptcy
filings as they did at the end of the second quarter.  The other
MSA's with the most bankruptcy filings during the month include:

    --  Denver-Aurora, CO
    --  Santa Ana-Anaheim-Irvine, CA
    --  San Diego-Carlsbad CA
    --  Dallas-Plano-Irving, TX
    --  Portland-Vancouver-Beaverton, OR-WA
    --  California (excluding MSA's within the state)
    --  Oakland-Fremont-Hayward, CA
    --  Oregon (excluding MSA's within the state)
    --  Chicago-Naperville-Joliet, IL
    --  Houston-Sugar Land-Baytown, TX
    --  San Jose-Sunnyvale-Santa Clara CA

    --  Atlanta-Sandy Springs-Marietta, GA

"Economic pain is continuing for small businesses across the
country. We're still seeing hefty increases in the number of
bankruptc ies in a lot of major metro areas." said Dr. Reza
Barazesh head of North American research for Equifax's Commercial
Information Solutions division.

"However, the 69 percent drop and 49 percent decline in
bankruptcies in Charlotte and New York-White Plains respectively,
and a 44 percent drop in Atlanta between the second and third
quarters indicates that the East Coast may be experiencing an
earlier recovery from the recession than the West Coast."

Charlotte - number four in June - dropped out of the top 15
entirely to 39th; Atlanta dropped from fifth to 15th; and New York
- White Plains dropped from eighth to 24th.

Equally consistent with this east/west difference over the same
period, the 11th, 12th and 13th MSAs with the greatest number of
bankruptcies at the end of the second quarter of 2009 -- Santa
Ana-Anaheim, Denver and San Diego -- increased in rank to 5th,
4th, and 6th by the end of the third quarter.  Santa Ana-Anaheim
increased three percent, Denver was up 13 percent and San Diego
increased four percent.

For its research, Equifax reviewed and analyzed small business
data for the month of September, the most recent month for which
complete data is available, and compared it with results from
September 2008.  Equifax defines a small business as a commercial
entity of less than 100 employees.

The company's report also listed the 15 metro areas with the
fewest small-business bankruptcy filings. They are:

    --  Charleston, WV
    --  Trenton-Ewing NJ
    --  Tallahassee FL
    --  South Bend-Mishawaka IN-MI
    --  New Jersey (excluding MSA's within the state)
    --  Holland-Grand Haven MI
    --  Gainesville FL
    --  Baton Rouge LA
    --  Wilmington NC
    --  Toledo OH
    --  Roanoke VA
    --  Lubbock TX
    --  Lancaster PA
    --  Springfield MA
    --  Savannah GA

For the analysis, Equifax analyzed Chapter 7, 11 and 13 filings.
Chapter 7 is a liquidation proceeding in which a debtor receives a
discharge of all debts; while Chapter 11 and Chapter 13 are
reorganization bankruptcies enabling individuals and companies to
pay off debt over a set period of years.

                            About Equifax

Equifax -- http://www.equifax.com/-- empowers businesses and consumers
with information they can trust.  A global leader in information
solutions, the company leverage one of the largest sources of
consumer and commercial data, along with advanced analytics and
proprietary technology, to create customized insights that enrich
both the performance of businesses and the lives of consumers.

Headquartered in Atlanta, Georgia, Equifax Inc. operates in the
U.S. and 14 other countries throughout North America, Latin
America and Europe. Equifax is a member of Standard & Poor's (S&P)
500(R) Index.


* Winston & Strawn Adds Private Equity Practice
-----------------------------------------------
Winston & Strawn LLP has significantly expanded its private equity
practice and middle-market capabilities with the addition of
Dominick P. DeChiara, Bradley C. Vaiana, Bryan C. Goldstein, and
Jennifer C. Kurtis, who have joined the firm's New York office as
partners.  The attorneys came to Winston from Nixon Peabody, where
DeChiara chaired the private equity practice.  They are joined by
four associates.  DeChiara will co-chair the firm's private equity
practice.

The team represents private equity clients and their portfolio
companies in a range of middle market corporate transactions as
well as the ongoing management of fund portfolio companies.  The
team also represents public companies in mergers and acquisitions;
going-private transactions; tender offers; cross-border
transactions; special committee matters; PIPE transactions;
corporate restructurings, reorganizations and bankruptcies;
corporate governance; and SEC compliance matters.

"We are excited to have Dom, Brad and their team join Winston,"
said Michael S. Elkin, managing partner of the New York office.
"They bring a remarkable range of experience in the private equity
market that complements Winston's preeminent private equity and
corporate practices."

Said DeChiara: "We're delighted to join Winston & Strawn. The
firm's expansive corporate platform, and in particular its well-
known private equity fund formation practice, are a natural fit
for our private equity transactional practice and will help keep
our clients' sophisticated transactions on track in today's
challenging environment "

Winston & Strawn LLP -- http://www.winston.com.-- is an
international commercial law firm with 14 offices in America, Asia
and Europe.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

January 27-29, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Distressed Investing Conference, Bellagio, Las Vegas
        Contact: http://www.turnaround.org/

Feb. 21-23, 2010
  INSOL
     International Annual Regional Conference
        Madinat Jumeirah, Dubai, UAE
           Contact: 44-0-20-7929-6679 or http://www.insol.org/

April 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York, NY
        Contact: http://www.turnaround.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

October 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: October 26, 2009



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Joy A. Agravante, Marites M. Claro,
Rousel Elaine C. Tumanda, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **