TCR_Public/091106.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, November 6, 2009, Vol. 13, No. 307

                            Headlines

ABDUL HALIM SHEIK: Sec. 341 Meeting Set for December 9
ABITIBIBOWATER INC: Gets Nod to Sell Idled Paper Mill for $20.5MM
ALTURA GREEN: Voluntary Chapter 11 Case Summary
ARTHUR GETTLER: Case Summary & 16 Largest Unsecured Creditors
AMR CORP: Ratchets Lobbying Effort for JAL Alliance

BARNES HOLDINGS: Voluntary Chapter 11 Case Summary
BELLE GRAE INN: Case Summary & 20 Largest Unsecured Creditors
BELO CORP: Moody's Assigns 'Ba2' Rating on Senior Unsec. Notes
BELO CORP: S&P Affirms Corporate Credit Rating at 'B+'
BENDER SHIPBUILDING: Gets New $6MM DIP Loan After Reaching Deal

BERTON SCHNEIDER: Case Summary & 4 Largest Unsecured Creditors
BGC PARTNERS: Moody's Assigns First-Time Issuer Rating to 'Ba1'
BORDERS GROUP: To Close 200 Waldenbooks Stores, Cut 1,500 Jobs
CALIFORNIA COASTAL: To Appeal Nasdaq Delisting Determination
CAPMARK FINANCIAL: Fannie Me Joins Plea for Continued Business

CAPMARK FINANCIAL: Proposes to Sell Military Housing Assets
CAPMARK FINANCIAL: U.S. Trustee Names 5 to Creditors Committee
CARITAS HEALTH: Court OKs $26MM Sale of St. John & Mary Immaculate
CENTRAL PACIFIC: Fitch Corrects Long-Term Deposit Rating to B+/RR3
CHEMTURA CORP: Wants Legacy Liabilities Declared as Unsec. Claims

CHEMTURA CORP: Gets Nod to Hire Howrey LLP as Counsel
CHEMTURA CORP: Proposes to Amend & Assume Middlebury Lease
CHEMTURA CORP: Wants Legacy Liabilities Declared as Unsec. Claims
CHEMTURA CORP: Wulff & Joyce Join Board of Directors
CHESTER NIEDZWIECKI: Voluntary Chapter 11 Case Summary

CHRYSLER LLC: New Chrysler Sales Hike 6% from Last Month
CINCO HERMANOS: Case Summary & 5 Largest Unsecured Creditors
CIT GROUP: Bankruptcy Triggers $3BB in Default Swap Pacts
CIT GROUP: Fitch Says Bankruptcy Won't Affect Material Performance
CIT GROUP: Gets Nod to Access $125 Mil. of Loans in Interim

CIT GROUP: Proposes to Restrict Trading to Preserve $6 Bil. NOLs
CIT GROUP: Stipulation for Status Quo of JPM L/C Facility
CIT GROUP: Sues to Enjoin Actions Against Non-Debtor Unit
CIT GROUP: Wilmington Trust Serves as Agent, Not A Creditor
CITY INNS: Case Summary & 20 Largest Unsecured Creditors

CHINA VOICE: Recurring Losses Prompt Going Concern Doubt
CLOROX COMPANY: Reports $157-Mil. Net Earnings for Sept. 30 Qtr
CLOROX COMPANY: To Issue $300,000,000 of 3.55% Senior Notes
CONGOLEUM CORP: Asks Judge to Extend DIP Agreement with Wachovia
DAUFUSKIE ISLAND: Resort Auction Reset for December 1

DELTA AIR: Ratchets Lobbying Effort for JAL Alliance
EARL POINTER: Voluntary Chapter 11 Case Summary
ERIC REYBURN: Case Summary & 20 Largest Unsecured Creditors
ESCADA AG: Business to Be Sold to Megha Mittal
FAIRPOINT COMMUNICATIONS: Noteholders Ask For Ch. 11 Examiner

FILENE'S BASEMENT: Fendi Loses Fight Against Deal
FLORENTINO VILORIA: Voluntary Chapter 11 Case Summary
FREEDOM COMMUNICATIONS: U.S. Trustee Wants More Information
FSG-R LLC: U.S. Trustee Sets Meeting of Creditors for December 3
GAINEY CORP: Has $68 Million Bid from Najafi Cos.

GMAC INC: GMACFS Reports $767-Mil. Third Quarter 2009 Net Loss
HANESBRANDS INC: Moody's Gives Stable Outlook, Lifts Rating to Ba1
HARRISON COMPANY: Case Summary & 20 Largest Unsecured Creditors
HEARTHSTONE RANCH II: Case Summary & 9 Largest Unsecured Creditors
HONOLULU MEDICAL: Files for Chapter 11 Bankruptcy in Hawaii

I/OMAGIC CORP: September 30 Balance Sheet Upside-Down by $2MM
INVESTMENT EQUITY: No Assets Cues Court to Dismiss Ch. 11 Case
IRIS MARTIN: Case Summary & 20 Largest Unsecured Creditors
ISRAEL COMMERCIAL: Voluntary Chapter 11 Case Summary
JEFFERSON COUNTY: JPMorgan Settles Illegal Payments Scheme Charges

JIN SUK SEO: Case Summary & 7 Largest Unsecured Creditors
KAINOS PARTNERS: Closes Doughnut Store at Boiling Springs
KENNETH JAMES EGLI: Voluntary Chapter 11 Case Summary
KEVIN BUCKLEY: Case Summary & 20 Largest Unsecured Creditors
LAMBERT PROPERTIES: Sec. 341 Meeting Set for November 24

LANDAMERICA ONESTOP: Case Summary & 9 Largest Unsec. Creditors
LANDRY'S RESTAURANTS: Privatization Won't Affect S&P's Ratings
LAZY DAYS' R.V.: Files for Chapter 11 with Prepack Plan
LEAR CORP: Wins Confirmation of Reorganization Plan
LEAR CORP: Plan Gets Overwhelming Support From Creditors

LEAR CORP: Names Members of Board of Directors Post-Emergence
LEHMAN BROTHERS: ACERA Wants Lift Stay to Obtain Information
LEHMAN BROTHERS: Gets Nod to Probe First Data & Dollar General
LEHMAN BROTHERS: Gets Nod for Settlement Agreement With Barclays
LEHMAN BROTHERS: LCPI Has Nod to Purchase Fairpoint Participation

LEHMAN BROTHERS: SPU Wants LBSF to Promptly Decide on Contract
LIBBEY GLASS: Moody's Gives Positive Outlook, Keeps 'Caa1' Rating
LJL PREMIER: Voluntary Chapter 11 Case Summary
LYNN ANN CELESTIN: Voluntary Chapter 11 Case Summary
LYONDELL CHEMICAL: BoNY Amends Intervenor Complaint vs. Lenders

LYONDELL CHEMICAL: Trial on Panel Suit vs. LBO Lenders on Dec. 10
LYONDELL CHEMICAL: Gets Nod for Pact With Gainesville-Oakwood
LYONDELL CHEMICAL: Terminates Benefits for Non-Objecting Execs.
MAGUIRE PROPERTIES: Reports $48.58 Million Q3 2009 Net Loss
MALIBU ASSOCIATES: Failed Loan Extension Talks Cue Ch. 11 Filing

MARK IV INDUSTRIES: To Rely on Dayco Products Post-Bankruptcy
MAJESTIC STAR: S&P Retains 'D' Rating on $300 Mil. Senior Notes
MAROT RENTAL: Case Summary & 10 Largest Unsecured Creditors
MERISANT WORLDWIDE: Reports $21.1 Million September Operating Loss
METALDYNE CORP: Needs Resolution of Retiree Health Benefits

METALS USA: Posts $1.8 Million Net Loss in Q3 2009
METROMEDIA INT'L: Creditors to Sue Over Poison Pill Provisions
MGM MIRAGE: Swings to $750.38 Million Net Loss in Q3 2009
MGM MIRAGE: May Incur More Than $1BB in Additional Unsecured Debts
MORIN BRICK: U.S. Trustee Wants Case Converted to Chapter 7

MUZAK HOLDINGS: Plan Exclusivity Extended Through Dec. 7
NEW CEDAR HOLDINGS: Taps Broege Neumann as Bankruptcy Counsel
NON-INVASIVE MONITORING: Losses Prompt Going Concern Doubt
NORTHERN PROPERTIES INC: Voluntary Chapter 11 Case Summary
NORTHWOOD MANOR: Voluntary Chapter 11 Case Summary

NTK HOLDINGS: Proposes to Continue Insurance Programs
NTK HOLDINGS: Proposes to Pay Prepetition Sales & Use Taxes
NTK HOLDINGS: Proposes to Pay Prepetition Payables Claims
NTK HOLDINGS: Wants to Bar Utilities From Cutting Service
PANOLAM HOLDINGS: Case Summary & 30 Largest Unsecured Creditors

PM TRANSPORTATION: Voluntary Chapter 11 Case Summary
PENN TRAFFIC: Enters Into Forbearance Agreement With Lenders
PONCE PROPERTIES: Voluntary Chapter 11 Case Summary
PROTOSTAR LTD: Creditors Fight $210M Sale To Intelsat
PROTOSTAR LTD: Lenders Can't Buy Assets Until Lien Found Valid

RAFAELLA APPAREL: Possible Default Cues Moody's to Junk Ratings
RAINBOW UNITED: Settles With IRS and SCKEC to Pave Way Ch. 11 Plan
REHABCARE GROUP: Moody's Assigns 'Ba3' Rating on $125 Mil. Loan
RIVERHEAD PARK: Sec. 341 Meeting Set for December 4
RUSSELL AVENUE: Case Summary & 20 Largest Unsecured Creditors

SAN MARINO PROPERTIES: Case Summary & 20 Largest Unsec. Creditors
SCOTT HADFIELD: Case Summary & 20 Largest Unsecured Creditors
SEAMLESS CORP: Recurring Losses Prompt Going Concern Doubt
SENESCO TECHNOLOGIES: Receives Non Compliance Notice From AMEX
SK FOODS: Former Sr. VP Alan Huey to Serve Five Year in Prison

SOUTH TEXAS OIL: Responds to Ch.7 Petition by Filing Chapter 11
SPANAWAY PROPERTY: Case Summary & 10 Largest Unsec. Creditors
STATE OF OHIO: Moody's Says Gambling to Tighten Competition
STEVE PAIGE: 10th Cir. Says Plan Appeal Not Equitably Moot
TASTE OF SCOTTSDALE: Voluntary Chapter 11 Case Summary

TAYLOR BEAN: FDIC Bridles at $25-Mil. DIP Cash Bid
TIRE RECYCLING: Judge Compelled to Enforce Prior Settlement
TRIUMPH GROUP: Moody's Assigns Corporate Family Rating at 'Ba2'
TRIUMPH GROUP: S&P Assigns Corporate Credit Rating at 'BB'
TRUE TEMPER: Has Final Financing Approval for Prepack

TRUVO INTERMEDIATE: S&P Downgrades Corporate Credit Rating to 'CC'
VELOCITY EXPRESS: Court Enters Order on Sale to ComVest
VIASYSTEMS INC: Moody's Assigns 'B3' Rating on $220 Mil. Notes
VIASYSTEMS INC: S&P Assigns 'B+' Rating on $220 Mil. Senior Notes
VISTEON CORP: Deal for Sec. 510 Claims & Defenses Until Nov. 12

VISTEON CORP: Files Third Quarter Report on Form 10-Q
VISTEON CORP: Proposes $40 Mil. L/C Facility With U.S. Bank
VISTEON CORP: Terms of $150 Mil. of DIP Financing
WASHINGTON MUTUAL: JPMorgan Claims Ownership to Some IP Assets
WASHINGTON MUTUAL: No Ruling Yet on Turnover of $4 Bil. Funds

WASHINGTON MUTUAL: Units Sued by Dora Bank for Misleading Info.
WAYNE HULSE: Voluntary Chapter 11 Case Summary
WEST POINT PROPERTIES: Voluntary Chapter 11 Case Summary
WESTERN SUNSET: Case Summary & 14 Largest Unsecured Creditors
WORLDSPACE INC: Has $4.3 Million Interim Loan from Liberty

W.S. LEE: Lee Food Shuts Down Operation in Pennsylvania

* Waldenbooks Closure Add to Mall Operators' Woes

* Bankruptcy Mgt. Calls on Zeacom for Advanced Unified Contact
* Dow Jones Indexex & Brookfield Asset Launch High Yield Index
* Levene Neale Bender Adds Bankruptcy Boutique
* Litigation Partner Rob Friedman Joins Sheppard Mullin New York

* Phoenix Management Opens in Dallas, Expands in New York
* U.S. Automotive Sector Reinvents Itself

* BOOK REVIEW: The Managerial Mystique - Restoring Leadership in
               Business

                            *********

ABDUL HALIM SHEIK: Sec. 341 Meeting Set for December 9
------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Abdul
Halim Sheikh's creditors on December 9, 2009, at 10:00 a.m., at RM
2610, 725 S Figueroa Street, Los Angeles, CA 90017.

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.

Palos Verdes Estates, California-based Abdul Halim Sheikh -- aka
A.H. Sheikh, Abdul H. Sheikh, A. Halim Sheikh, Halim A. Sheikh,
Abdul Sheikh, and Halim Sheikh -- filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. C.D. Calif. Case No. 09-
39652).  Paul R. Shankman, Esq., who has an office in Torrance,
California, assists the Company in its restructuring efforts.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


ABITIBIBOWATER INC: Gets Nod to Sell Idled Paper Mill for $20.5MM
-----------------------------------------------------------------
AbitibiBowater Inc. and its affiliates obtained the U.S.
Bankruptcy Court's authority to sell their "permanently idled"
paper mill site located at Highway 103, East Lufkin, in Angelina
County, Texas, for $20,500,000, to CIT Partners LLC by October 31,
2009.

After engaging in an exhaustive two-year sale process with
respect to the Lufkin Mill -- leading to interest from and
serious negotiations with a total of nine prospective candidates
-- the Debtors determined that CIT Partners' offer provides for
the fair and reasonable value for the Property, Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates.

Accordingly, the Debtors and CIT Partners executed a Purchase and
Sale Agreement for the contemplated sale transaction whereby the
$20.5 million purchase price will consist of (i) an earnest money
deposit of $500,000, and (ii) a balance payable in cash at the
Closing of the Sale, subject to certain prorations and
adjustments.

                     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).


ALTURA GREEN: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Altura Green, LLC
        162 Coxe Avenue, Suite 202
        Asheville, NC 28801

Bankruptcy Case No.: 09-11211

Chapter 11 Petition Date: November 3, 2009

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

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight Jr., Esq.
                  Kight Law Office
                  9 SW Pack Square, Suite 200
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  Email: info@kightlaw.com

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

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.

The petition was signed by Roderick A. Kagy, authorized agent of
the Company.


ARTHUR GETTLER: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Arthur Joseph Gettler
        21248 Kinard Avenue
        Carson, CA 90745

Bankruptcy Case No.: 09-40549

Chapter 11 Petition Date: November 3, 2009

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

Judge: Richard M. Neiter

Debtor's Counsel: Gerald Wolfe, Esq.
                  6B Liberty, Ste 210
                  Aliso Viejo, CA 92656
                  Tel: (949) 257-0961
                  Fax: (949) 608-8930
                  Email: gerald@gwesq.com

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

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

According to the schedules, the Company has assets of $1,331,025,
and total debts of $2,435,962.

A full-text copy of Mr. Gettler's petition, including a list of
his 16 largest unsecured creditors, is available for free at:

           http://bankrupt.com/misc/cacb09-40549.pdf

The petition was signed by Mr. Gettler.


AMR CORP: Ratchets Lobbying Effort for JAL Alliance
---------------------------------------------------
Mariko Sanchanta at the Wall Street Journal in Tokyo reports that
American Airlines stepped up its lobbying effort for a stronger
alliance with Japan Airlines Corp.  AMR Corp., according to the
report, told policy makers and industry executives that a deal
could offer $80 million to $100 million in new annual revenue and
cost savings beginning next summer.

The report also notes that people familiar with the matter said
rival Delta Air Lines Inc. is willing to assume costs JAL would
incur if it left its current alliance with American and joined
Delta.  Those costs could total $15 million to $20 million, these
people said, according to the report.

Delta is a member of the SkyTeam airline alliance. JAL, like
American, currently belongs to the oneworld alliance.

The alliances permit the airlines to share passengers.  JAL's
membership in an alliance would offer members access to its
lucrative Asian routes, the report notes.

Sources told the Journal that American has been showing government
officials and JAL senior management a presentation entitled the
"Oneworld Total Value Proposition."  The Journal relates that,
according to people who have seen the document, American's
presentation:

     -- shows that an American-JAL alliance would significantly
        boost JAL's revenue should the U.S. and Japan reach a new
        open-skies deal;

     -- underlines the fact that several oneworld members are keen
        to expand their relationship with JAL, including British
        Airways, which has expressed an interest in a joint
        venture with JAL.

     -- estimates a switch to the Delta alliance would cost JAL
        more than $500 million in lost revenue in the first two
        years from disentangling frequent-flier agreements and
        lost traffic shared with other airlines.

The Journal says it is unclear what the actual financial impact of
a JAL switch to SkyTeam from oneworld would be, but the process
could be complex.  "If JAL had been starting from zero, a SkyTeam
alliance would have made more sense," the Journal quotes Yoshihisa
Akai, the managing director of Japan Aviation Management Research,
a think tank, as saying.  "But extricating itself from oneworld
will be a massive task."

American and Delta are offering to buy minority equity stakes in
JAL.

The Journal notes that Edward Bastian, Delta's president, has been
in Tokyo for five of the past six weeks, said one of the people
familiar with the matter.  The Journal adds that Delta has hired
investment bank Goldman Sachs Group Inc. and public-relations firm
Fleishman-Hillard to advise it on a possible alliance with JAL.

American has tapped Global Advisory Japan, a unit of Rothschild,
the report says.

                          About AMR Corp.

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

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

                          *     *     *

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

                       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.

                             About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-
based holding company that is active in five business segments
through its 225 subsidiaries and 82 associated companies.  The Air
Transportation segment is engaged in the operation of passenger
and cargo planes.  The Air Transportation-Related segment is
engaged in the transportation of passengers and cargoes, the
preparation of in-flight food catering, the maintenance of
aircraft and land equipment, as well as the fueling business.  The
Travel Planning and Marketing segment is involved in the planning
and sale of travel packages.  The Card and Leasing segment is
engaged in the provision of finance, cards and leasing services.
The Others segment is involved in businesses related to hotels,
resorts, logistics, wholesale, retail, real estate, printing,
construction, manpower dispatch, as well as information and
communication.  The Company has numerous global operating
locations.

JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                           *     *     *

As reported by the Troubled Company Reporter on November 3, 2009,
Moody's Investors Service has downgraded the long-term debt rating
and issuer rating of Japan Airlines International Co., Ltd. To
Caa1 from B1, and will continue to review both ratings for further
possible downgrade.


BARNES HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Barnes Holdings, LLC
        PO Box 6196
        Denver, CO 80206

Bankruptcy Case No.: 09-33589

Chapter 11 Petition Date: November 4, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Eric A. Nunemaker, Esq.
                  12021 Pennsylvania St., Suite 202
                  Thornton, CO 80241
                  Tel: (303) 940-6400
                  Email: enunemaker@msn.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 Peter Barnes, manager of the Company.


BELLE GRAE INN: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Belle Grae Inn
        PO Box 1307
        Staunton, VA 24401-1307

Bankruptcy Case No.: 09-51804

Chapter 11 Petition Date: November 4, 2009

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

Judge: Chief Judge Ross W. Krumm

Debtor's Counsel: Lucy Ivanoff, Esq.
                  Ivanoff Law
                  P.O. Box 88
                  Staunton, VA 24402
                  Tel: (540) 885-3355
                  Email: li@ivanofflaw.com

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

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

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

         http://bankrupt.com/misc/vawb09-51804.pdf

The petition was signed by Michael Organ, general partner of the
Company.


BELO CORP: Moody's Assigns 'Ba2' Rating on Senior Unsec. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Belo Corp.'s
proposed $250-275 million senior unsecured notes due 2016,
upgraded the company's speculative-grade liquidity rating to SGL-2
from SGL-4 and changed the rating outlook to stable from negative.
The notes will be guaranteed by substantially all of Belo's
current and future material domestic operating subsidiaries but
the guarantees will be subordinated to the guarantee of the
company's senior unsecured revolving credit facility.  Belo plans
to utilize the net offering proceeds to repay borrowings under its
revolving credit facility.  Moody's believes the offering and an
amendment to the revolver to loosen financial covenants and extend
the maturity on a portion of the facility meaningfully improves
the company's liquidity position.  Belo's revised covenants and
maturity profile provide cushion to manage through the current
advertising downturn and this drives the outlook change and
upgrade of the SGL rating.  Belo's Ba3 Corporate Family Rating and
Probability of Default Rating are not affected.

Assignments:

Issuer: Belo Corp.

  -- Senior Unsecured Notes due 2016, Assigned Ba2, LGD3 - 32%

  -- Multiple Seniority Shelf (subordinated guarantee), Assigned
     (P)Ba2

  -- Senior Unsecured Shelf (unguaranteed), Assigned (P)B1

Upgrades:

Issuer: Belo Corp.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-4

LGD Updates:

Issuer: Belo Corp.

  -- Senior Unsecured Notes (unguaranteed), Changed to LGD5 - 75%
     from LGD5 - 72% (no change to B1 rating)

Outlook Actions:

Issuer: Belo Corp.

  -- Outlook, Changed To Stable From Negative

The run rate of cash interest expense will increase moderately due
to the higher coupon rate on the proposed 2016 notes and spread on
the extended portion of the revolver relative to the debt being
repaid, but annual interest expense should be below the average
for the 2006-2008 time period.  Moody's expects Belo will generate
good free cash flow in the $70 - $80 million range over the next
12 months in part due to the anticipated inflows from the Olympics
and election-year political revenue in 2010 and that Belo will
continue to utilize the cash to reduce revolver borrowings.  The
amendment will reduce the revolver commitment and extend the
maturity on a portion of the facility to December 2012 from June
2011.  Moody's expects the commitment expiring in December 2012
will be sufficient to accommodate the outstanding drawn amount
(estimated at less than $100 million) when the remaining portion
of the revolver commitment that was not extended expires in June
2011.  The revolver paydown from the proposed note offering
exceeds the amount of the commitment reduction, which along with
the maturity extension reduces refinancing risk and enhances
intermediate-term liquidity.

The Ba2 rating on the proposed notes reflects the benefits of the
guarantees from subsidiaries, which creates structural seniority
relative to Belo's existing $615 million senior unsecured notes
due in 2013 and 2027 that remain unguaranteed.  The existing notes
have a negative pledge with a carve-out for secured debt of up to
15% of consolidated net tangible assets (an approximate
$50 million basket).  Moody's believes Belo is issuing guaranteed
unsecured debt rather than secured debt to avoid tripping the
negative pledge in the existing notes' indenture.  The proposed
notes will have a covenant package more typical of speculative-
grade rated issuers including restrictions on debt incurrence,
restricted payments, subsidiary indebtedness, and asset sales that
are not present in the existing notes' indenture.  Loss given
default assessments on the existing notes were revised to reflect
the updated debt mix.

Belo's Ba3 CFR reflects its strong market position in local
broadcast television that leads to solid profit margins and good
cash flow generation, as well as management's target for low
leverage relative to its industry peers.  However, the rating is
weakly positioned at this level due to the company's high debt-to-
EBITDA leverage (approximately 7.1x LTM 9/30/09 incorporating
Moody's standard adjustments) resulting from the considerable
pressure on Belo's cyclical advertising revenue in the recession
as well as its under-funded pension position.

The stable rating outlook reflects Moody's view that Belo will
continue to generate free cash flow and have a liquidity cushion
to manage through the advertising downturn.  Moody's believes Belo
will be able to meaningfully de-lever when the economy rebounds,
although the economic environment is anticipated to remain weak
for at least the next year.

The last rating action was on March 4, 2009, when Moody's
downgraded Belo's CFR and PDR to Ba3 from Ba2.

Belo is a Dallas-based media company with operations in television
broadcasting (owns 20 stations including six in top 15 markets),
cable news, (owns/operates six cable news channels) and
interactive media in the United States.  The television stations
account for the bulk of the company's estimated $618 million of
annual revenue.


BELO CORP: S&P Affirms Corporate Credit Rating at 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Dallas, Texas-based TV broadcaster Belo Corp. The
rating outlook is stable.

S&P also assigned its issue-level and recovery ratings to Belo's
proposed issuance of senior unsecured notes due 2016, which S&P
expects will carry subsidiary guarantees that are subordinate to
the subsidiary guarantees under Belo's revolving credit facility.
The notes are rated 'B+' (at the same level as S&P's 'B+'
corporate credit rating on the company) with a recovery of '3',
indicating S&P's expectation of meaningful (50% to 70%) recovery
for noteholders in the event of a payment default.  Belo plans to
use the net proceeds from the notes issuance to reduce borrowings
under its revolving credit facility.  Issuance of the notes is
subject to the completion of an amendment to the company's bank
credit facility.  S&P's rating on the notes is conditioned on its
review of the final terms of the notes and the bank amendment.

At the same time, S&P revised the recovery rating on Belo's
existing senior unsecured debt to '6', indicating S&P's
expectation of negligible (0% to 10%) recovery for debtholders in
the event of a payment default, from '5'.  S&P lowered its issue-
level rating on this debt to 'B-' (two notches lower than the 'B+'
corporate credit rating) from 'B', in accordance with S&P's
notching criteria for a '6' recovery rating.  The revision of the
recovery rating reflects the subordinated guarantee on the new
notes, which will rank junior to the revolving credit facility but
senior to Belo's existing unsecured senior debt.  The existing
senior unsecured debt does not benefit from any subsidiary
guarantees.

S&P also assigned a preliminary 'B-' rating to Belo's $600 million
Rule 415 shelf registration.  Under the shelf, the company may
sell debt securities with or without a subsidiary guarantee.  The
ratings of individual debt issues from the shelf, including the
current proposed notes, will reflect the terms of each issue,
including the presence or absence of a subsidiary guarantee.

The 'B+' rating on Belo reflects the company's high financial
leverage from the retention of all outstanding indebtedness after
the February 2008 spinoff of its newspaper business, deteriorating
interest coverage metrics, the vulnerability of TV broadcasting's
revenues to economic cycles, and earnings volatility between
election and non-election years.  The company's strong station
portfolio and diversification among network affiliations only
minimally offset these factors.

"In S&P's view, continuing revenue and EBITDA declines, although
not as severe as in recent quarters, will prevent the company from
improving its credit metrics over the intermediate term," said
Standard & Poor's credit analyst Deborah Kinzer.

The company's TV operations have historically generated good
discretionary cash flow amounting to roughly 30% of EBITDA.
Despite the increase in interest expense after the notes issuance,
S&P expects the company will continue to generate moderate
discretionary cash flow, especially in election years.


BENDER SHIPBUILDING: Gets New $6MM DIP Loan After Reaching Deal
---------------------------------------------------------------
Brendan Kirby of al.com reports that the Hon. Margaret A. Mahoney
of the U.S. Bankruptcy Court in Mobile, Alabama, approved an
additional debtor-in-possession loan for Bender Shipbuilding &
Repair Co. after the Debtor's attorney reached a deal with
creditors.

According to the report, the deal replaces a $1.5 million loan
from Petrus Financing with a $6 million line of credit from
General Electric Capital Corp. and Marquette Business Credit Inc.,
its largest secured creditors.

Mr. Kirby reports that the terms of the DIP financing agreement
requires the Company to (i) sign a contract to sell its main
Mobile yard to SunTx Capital by Nov. 15 and close that deal by
Dec. 15; (ii) sign a deal to sell its metal plate shop on Royal
Street by Nov. 25 and closing the sale by Jan. 14, and (iii) sign
a contract to sell its Mexican shipyard by Dec. 15 and complete
the sale by Jan. 28.

Bender Shipbuilding & Repair Co. operates a ship repair facility
in the central Gulf of Mexico.

On June 9, 2009, GulfMark Offshore Inc., Louisiana Machinery
Company LLC, and Sirius Technical Services Inc. filed an
involuntary Chapter 7 petition for Bender Shipbuilding in the U.S.
Bankruptcy Court for the Southern District of Alabama.  Christian
& Small LLP, and Jones Walker LLP represent the petitioners.

On July 1, 2009, the Bankruptcy Court entered an order converting
the case to Chapter 11 (Bankr. S.D. Ala. Case No. 09-12616).


BERTON SCHNEIDER: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Berton J. Schneider
           aka Bert Schneider
        c/o Victor Meschures CPA
        8383 Wilshire Blvd, Suite 500
        Beverly Hills, CA 90210

Bankruptcy Case No.: 09-40734

Chapter 11 Petition Date: November 4, 2009

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

Judge: Alan M. Ahart

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Robert M Yaspan
                  21700 Oxnard St Suite 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  Email: ryaspan@yaspanlaw.com

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

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

A full-text copy of Mr. Schneider's petition, including a list of
his 4 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/cacb09-40734.pdf

The petition was signed by Mr. Schneider.


BGC PARTNERS: Moody's Assigns First-Time Issuer Rating to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned a first-time issuer rating of
Ba1 to BGC Partners Inc.  The rating outlook is stable.

BGCP is a publicly-traded holding company whose subsidiaries
engage in interdealer brokerage of a wide range of cash and
derivative securities across many asset classes such as fixed
income, equities and foreign exchange.  BGCP is 38% owned by
Cantor Fitzgerald, L.P.  Cantor exercises considerable control
over BGCP and provides it important services including clearing
BGCP's Treasury and Agency transactions.  Also, BGCP is a
component in Cantor's overall strategy to expand its global
distribution capabilities by adding experienced sales
professionals in a controlled manner.  Moody's considers BGCP to
be highly integrated with Cantor and expects the ratings to be
closely linked in the future.  The one-notch rating differential
between Cantor's Baa3 rating and the Ba1 rating of BGCP reflects
BGCP's smaller scale, lower profitability and diversification
compared to Cantor.

BGCP engages primarily in matched principal and "name give-up"
trading and has strict limits on aged inventory.  The firm
operates a hybrid model which offers dealers a flexible platform
of fully-electronic trading, or voice-assisted trading focused on
highly-liquid securities.  Therefore the firm takes very little
market risk and mostly secured credit risks in its day-to-day
activities.

"BGCP's focus on distributing risks, its simple, liquid and
modestly leveraged balance sheet and its conservative management
culture are key strengths underpinning the Ba1 rating," said Peter
Nerby, a Senior Vice-President at Moody's.

BGCP brokers tremendous volumes -- averaging about $500 billion
per day of treasury and agency securities in 2008.  These volumes
create operational risk and volatile short-term liquidity needs.
To some extent, BGCP and Cantor depend on clearinghouses and banks
to provide short-term credit in order to process its volumes,
which can necessitate posting incremental cash or liquid
collateral to both.  Management manages this risk by examining
historical peak settlement and margin posting demands, and
earmarking liquidity accordingly.

Over the long term, inter-dealer brokerage has been impacted by
the same trends as other parts of the securities industry --
electronification, commoditization, and margin compression.  As
has been demonstrated with stock exchanges, a fully electronic
interconnected marketplace with low switching barriers pushes
prices down and reduces incumbents' market share.

In commenting on what could change the ratings, Moody's said that
BGCP's ratings are likely to remain tightly linked to Cantor's
ratings in the future, reflecting the close management and
operating integration between the firms.

This is a first-time rating.

BGC Partners Inc is a global inter-dealer brokerage business
headquartered in New York.


BORDERS GROUP: To Close 200 Waldenbooks Stores, Cut 1,500 Jobs
--------------------------------------------------------------
As part of Borders Group Inc.'s ongoing strategy to right-size its
Waldenbooks Specialty Retail segment and emerge with a smaller,
more profitable mall chain in fiscal 2010, Borders Group will
close roughly 200 or two thirds of its mall stores in January,
leaving roughly 130 mall-based locations open.

The mall stores expected to close is not final and remain subject
to change pending finalization of agreements over the coming
weeks.   The move does not include Borders superstores or the
company's seasonal mall kiosk business, which includes over 500
Day by Day Calendar Co. units, among other mall-based retail
concepts.

Roughly 1,500 positions -- the majority of which are part-time
jobs -- will be eliminated.  Borders has 25,000 employees,
including part-timers.  Employees have been informed of the right-
sizing plan and efforts will be made to place qualified
individuals in other positions within Borders Group.  Displaced
employees will receive severance.

"America has a number of malls that continue to do well and draw
customer traffic even in the current economy," said Borders Group
Chief Executive Officer Ron Marshall.  "We believe there remains
an opportunity to profitably operate a much smaller Waldenbooks
segment that complements our core Borders superstore business and
continues to serve readers in their communities.  Through this
right-sizing, we will reduce the number of stores with operating
losses, reduce our overall rent expense and lease-adjusted
leverage and generate cash flow through sales and working capital
reductions."

The Wall Street Journal's Jeffrey A. Trachtenberg reports that Mr.
Marshall in an interview said the closing reflects the broader
repositioning of Borders now under way.  The retailer has
significantly restructured its debt load, easing concerns about
its financial health in the publishing community.  Mr. Marshall
declined to discuss the restructuring charges that Borders will
take related to the store closings, the report says.


As long as the stores remain open, all will honor previously
purchased gift cards, and gift cards can continue to be used in
any Borders or Waldenbooks location or online at Borders.com.
There will be no change in member status for customers who joined
the Borders Rewards customer loyalty program at locations slated
to close.

Stores that remain open will be integrated into the Borders
superstore computer system, an investment Borders Group is making
to merge all stores to a single platform.  This is expected to
produce operating efficiencies as well as benefits for mall
shoppers, including enhanced store staff capabilities to search
for and fulfill customer requests.

The mall-based right-sizing initiative has been ongoing at Borders
Group for a number of years as the retailer has closed
underperforming Waldenbooks Specialty Retail stores annually as
part of its overall turnaround strategy.  The company shuttered
112 stores in the segment in fiscal 2008 and from fiscal 2001
through 2007, closed an average of 66 stores per year within the
Waldenbooks Specialty Retail segment.

Mr. Trachtenberg notes that the Waldenbooks store closures add to
the woes of mall owners.  "Vacancy rates at malls in the largest
76 U.S. markets rose to 8.6% in this year's third quarter, up from
8.4% in the previous quarter and from 6.6% in last year's third
quarter, according to real-estate research company Reis Inc.  The
latest vacancy figure is the highest Reis has tallied for malls
since it began tracking the figures in 2000.  In addition, the
vacancies have led to declines in average mall rents by 3.5% in
the past year to $39.18 per square foot," Mr. Trachtenberg
reports.

             Waldenbooks Specialty Retail Store Closing List

  STATE/CITY     STORE TYPE        CENTER            ADDRESS
  ----------     ----------      ---------------     -------
  Alaska
  KETCHIKAN      WALDENBOOKS     PLAZA PORT WEST     2417 TONGASS AVE

  Alabama
  JASPER         WALDENBOOKS     JASPER MALL         300 HIGHWAY 78 EAST

  Arkansas
  FORT SMITH     WALDENBOOKS     CENTRAL MALL        5111 ROGERS AVENUE
  PINE BLUFF     WALDENBOOKS     THE PINES MALL      2901 PINES MALL RD

  Arizona
  MESA           WALDENBOOKS     FIESTA MALL         1445 W. SOUTHERN AVE
  TEMPE          BORDERS OUTLET  ARIZONA MILLS       5000 ARIZONA MILLS CIR

  California
  CARLSBAD       BORDERS EXPRESS PLAZA CAMINO REAL   2525 EL CAMINO REAL
  CHULA VISTA    BORDERS EXPRESS CHULA VISTA         555 BROADWAY
                                 SHOPPING CENTER
  CLOVIS         BORDERS EXPRESS SIERRA VISTA MALL   1050 SHAW AVENUE
  CONCORD        BORDERS EXPRESS SUN VALLEY MALL     460 SUN VALLEY MALL
  CULVER CITY    BORDERS EXPRESS FOX HILLS MALL      6000 SEPULVEDA BLVD
  HAYWARD        BORDERS EXPRESS SOUTHLAND MALL      ONE SOUTHLAND MALL DR
  HEMET          WALDENBOOKS     HEMET VALLEY MALL   2200 W FLORIDA AVE
  LANCASTER      WALDENBOOKS     LANCASTER COMMERCE  1100 W AVENUE K
                                 CENTER
  LOS ANGELES    BORDERS EXPRESS MACY'S PLAZA        700 W. 7TH ST
  ORANGE         BORDERS EXPRESS VILLAGE AT ORANGE   1500 EAST VILLAGE WAY
  TEMECULA       BORDERS EXPRESS PROMENADE MALL      40820 WINCHESTER ROAD
  WESTMINISTER   BORDERS EXPRESS WESTMINSTER MALL    1051 WESTMINSTER MALL

  Connecticut
  DANBURY        WALDENBOOKS     DANBURY FAIR MALL   7 BACKUS AVENUE

  Florida
  BOCA RATON     WALDENBOOKS     TOWN CENTER AT BOCA 6000 GLADES ROAD
                                 RATON
  CORAL SPRINGS  WALDENBOOKS     CORAL SQUARE        9469 WEST ATLANTIC BLVD
  CRYSTAL RIVER  WALDENBOOKS     CRYSTAL RIVER MALL  1801 N.W. HIGHWAY 19
  FORT MYERS     WALDENBOOKS     EDISON MALL         4125 CLEVELAND AVE
  HIALEAH        WALDENBOOKS     WESTLAND MALL       1705 W 49 ST
  KISSIMMEE      WALDENBOOKS     VINE STREET SQUARE  3105 W VINE STREET
  LAKELAND       WALDENBOOKS     LAKELAND SQUARE     3800 US HWY 98 NORTH
  ORLANDO        BORDERS OUTLET  LAKE BUENA VISTA    15657 APOPKA
                                 OUTLET CENTER       VINELAND RD
  PEMBROKE PINES BORDERS EXPRESS PEMBROKE LAKES MALL 11401 PINES BOULEVARD
  PENSACOLA      WALDENBOOKS     CORDOVA MALL        5100 N NINTH AVE
  SANFORD        BORDERS EXPRESS SEMINOLE TOWNE      296 TOWNE CENTRE CIRCLE
                                 CENTRE
  TAMPA          WALDENBOOKS     UNIVERSITY MALL     2200 E. FOWLER AVE
  VERO BEACH     WALDENBOOKS     INDIAN RIVER MALL   6200 20TH STREET

  Georgia
  ALPHARETTA     WALDENBOOKS     NORTH POINT MALL    1132 NORTH POINT CIRCLE
  ATLANTA        WALDENBOOKS     CNN CENTER          ONE CNN CENTER
  COLUMBUS       WALDENBOOKS     PEACHTREE MALL      3153 MANCHESTER RD
  MILL CREEK     WALDENBOOKS     THE MALL OF GEORGIA 3333 BUFORD DR
  MILLEDGEVILLE  WALDENBOOKS     HATCHER SQUARE MALL 2400 N. COLUMBIA ST
  VALDOSTA       WALDENBOOKS     VALDOSTA MALL       1700 NORMAN DRIVE

  Iowa
  IOWA CITY      WALDENBOOKS     SYCAMORE MALL       1650 SYCAMORE ST
  WATERLOO       WALDENBOOKS     CROSSROADS CENTER   2060 CROSSROADS BLVD
  WEST DES       WALDENBOOKS     VALLEY WEST MALL    1551 VALLEY WEST DRIVE
  MOINES

  Illinois
  AURORA         WALDENBOOKS     FOX VALLEY CENTER   2272 FOX VALLEY CENTER
  CALUMET CITY   WALDENBOOKS     RIVER OAKS CENTER   96 RIVER OAKS CENTER
  DANVILLE       WALDENBOOKS     VILLAGE MALL        2917 NORTH VERMILION
  GURNEE         BORDERS OUTLET  GURNEE MILLS        6170 WEST GRAND AVE
  JOLIET         BORDERS EXPRESS LOUIS JOLIET MALL   3340 LOOP DRIVE
  LINCOLNWOOD    WALDENBOOKS     LINCOLNWOOD TOWN    3333 W. TOUHY AVE.
                                    CENTR
  MARION         WALDENBOOKS     ILLINOIS CENTER     3000 W. DEYOUNG ST.
  PEORIA         WALDENBOOKS     NORTHWOODS MALL     2200 WEST WAR MEMORIAL
                                                        DRIVE
  STERLING       WALDENBOOKS     NORTHLAND MALL      2900 E LINCOLNWAY

  Indiana
  ANDERSON       WALDENBOOKS     MOUNDS MALL        2109 S SCATTERFIELD ROAD
  ELKHART        WALDENBOOKS     CONCORD MALL        3701 SOUTH MAIN STREET
  GREENWOOD      WALDENBOOKS     GREENWOOD PARK MALL 1251 US 31 NORTH
  MARION         WALDENBOOKS     FIVE POINTS MALL    1129 NORTH BALDWIN AVE
  RICHMOND       WALDENBOOKS     RICHMOND SQUARE     3801 NATIONAL ROAD EAST

  Kansas
  WICHITA        WALDENBOOKS     TOWNE WEST MALL     4600 WEST KELLOGG

  Kentucky
  ASHLAND        WALDENBOOKS     ASHLAND TOWN CENTER 500 WINCHESTER AVE.
  BOWLING GREEN  WALDENBOOKS     GREENWOOD MALL      2625 SCOTTSVILLE ROAD

  Louisiana
  ALEXANDRIA     WALDENBOOKS     ALEXANDRIA MALL     3437 MASONIC DRIVE
  BOSSIER CITY   BORDERS EXPRESS PIERRE BOSSIER MALL 2950 EAST TEXAS STREET

  Massachusetts
  BROCKTON       WALDENBOOKS     WESTGATE MALL       200 WESTGATE DR.
  DANVERS        WALDENBOOKS     LIBERTY TREE MALL   100 INDEPENDENCE WAY
  MARLBOROUGH    WALDENBOOKS     SOLOMON POND MALL   601 DONALD LYNCH BLVD
  N. ATTLE-      BORDERS EXPRESS EMERALD SQUARE MALL 999 SOUTH WASHINGTON
  BOROUGH                                            ST.
  SPRINGFIELD    WALDENBOOKS     EASTFIELD MALL      1655 BOSTON ROAD

  Maryland
  GAITHERSBURG   WALDENBOOKS     LAKEFOREST MALL     701 RUSSELL AVENUE
  GLEN BURNIE    BORDERS EXPRESS MARLEY STATION      7900 RITCHIE HWY
  OWINGS MILLS   BORDERS EXPRESS OWINGS MILLS        10300 MILL RUN CIRCLE
                                 TOWN CENTER
  WHEATON        BORDERS EXPRESS WHEATON PLAZA       11160 VIERS MILL ROAD

  Michigan
  ADRIAN         WALDENBOOKS     ADRIAN MALL         1357 SOUTH MAIN ST
  ALPENA         WALDENBOOKS     ALPENA MALL         2298 US 23 SOUTH
  ANN ARBOR      BORDERS EXPRESS BRIARWOOD MALL      636 BRIARWOOD CIRCLE
  BIRCH RUN      BORDERS OUTLET  PRIME OUTLETS       12240 SOUTH BEYER RD
                                 BIRCH RUN
  DEARBORN       WALDENBOOKS     FAIRLANE TOWN       18900 MICHIGAN AVENUE
                                 CENTER
  FT GRATIOT     WALDENBOOKS     BIRCHWOOD MALL      4350 24TH AVE
  PORTAGE        WALDENBOOKS     THE CROSSROADS      6650 SOUTH WESTNEDGE
  SAGINAW        WALDENBOOKS     FASHION SQUARE MALL 4641 FASHION SQUARE
                                                        MALL

  Minnesota
  ST CLOUD       BORDERS EXPRESS CROSSROADS CENTER   4101 WEST DIVISION ST

  Missouri
  KANSAS CITY    WALDENBOOKS     CROWN CENTER        2450 GRAND BLVD
  RICHMOND       WALDENBOOKS     ST LOUIS GALLERIA   1113 ST LOUIS GALLERIA
  HEIGHTS

  Mississippi
  GAUTIER        WALDENBOOKS     SINGING RIVER MALL  2800 US HIGHWAY 90
  LAUREL         WALDENBOOKS     SAWMILL SQUARE      910 SAWMILL RD

  Montana
  KALISPELL      BORDERS EXPRESS KALISPELL CENTER    20 N MAIN ST.
                                    MALL
  MISSOULA       WALDENBOOKS     SOUTHGATE MALL      2901 BROOKS ST

  North Carolina
  ASHEVILLE      WALDENBOOKS     BILTMORE SQUARE     800 BREVARD RD.
  CHAPEL HILL    WALDENBOOKS     UNIVERSITY MALL     201 S. ESTES DRIVE
  GREENSBORO     WALDENBOOKS     FOUR SEASONS        410 FOUR SEASONS
                                 TOWN CENTRE         TOWN CENTRE
  HICKORY        WALDENBOOKS     VALLEY HILLS MALL   1960 HIGHWAY 70 SE
  MONROE         WALDENBOOKS     MONROE MALL         2115-108 ROOSEVELT BLVD
  NEW BERN       WALDENBOOKS     NEW BERN MALL       3134 DR M.L. KING JR
                                                        BLVD
  SHELBY         WALDENBOOKS     CLEVELAND MALL      2001-49 EAST DIXON BLVD
  WINSTON-SALEM  WALDENBOOKS     HANES MALL          3320 SILAS CREEK PKWY

  North Dakota
  GRAND FORKS    WALDENBOOKS     COLUMBIA MALL       2800 COLUMBIA ROAD

  Nebraska
  GRAND ISLAND   WALDENBOOKS     CONESTOGA MALL      3404 W 13TH STREET
  KEARNEY        WALDENBOOKS     HILLTOP MALL        5011 SECOND AVE
  NORTH PLATTE   WALDENBOOKS     THE MALL            1000 S DEWEY STREET
  OMAHA          BORDERS EXPRESS OAK VIEW MALL       3001 S. 144TH ST.

  New Hampshire
  CONCORD        WALDENBOOKS     STEEPLEGATE MALL    270 LOUDON ROAD
  NASHUA         BORDERS EXPRESS PHEASANT LANE       310 DANIEL WEBSTER HWY
                                 MALL
  ROCHESTER      WALDENBOOKS     LILAC MALL          7 MILTON ROAD

  New Jersey
  EATONTOWN      BORDERS EXPRESS MONMOUTH MALL       180 ROUTE 35 SOUTH
  MAYS LANDING   BORDERS EXPRESS HAMILTON MALL       4403 BLACK HORSE PIKE
  MOORESTOWN     BORDERS EXPRESS MOORESTOWN MALL     400 W. ROUTE 38
  PARAMUS        BORDERS EXPRESS PARAMUS PARK MALL   700 PARAMUS PARK
  PHILLIPSBURG   WALDENBOOKS     PHILLIPSBURG MALL   1200 HWY 22
  ROCKAWAY       BORDERS EXPRESS ROCKAWAY            301 MT. HOPE AVENUE
                                 TOWNSQUARE
  TOMS RIVER     WALDENBOOKS     OCEAN COUNTY MALL   1205 HOOPER AVENUE
  VOORHEES       BORDERS EXPRESS VOORHEES TOWN       2120 VOORHEES TOWN
                                 CENTER              CENTER

  New Mexico
  FARMINGTON     WALDENBOOKS     ANIMAS VALLEY MALL  4601 EAST MAIN

  Nevada
  LAS VEGAS      BORDERS EXPRESS THE FASHION SHOW    3200 LAS VEGAS BLVD
                                                     SOUTH
  RENO           BORDERS EXPRESS MEADOWOOD MALL      5320 MEADOWOOD MALL
                                                     CIRCLE

  New York
  AUBURN         WALDENBOOKS     FINGER LAKES MALL   1579 CLARK STREET ROAD
  BUFFALO        BORDERS EXPRESS BOULEVARD MALL      730 ALBERTA DRIVE
  HORSEHEADS     WALDENBOOKS     ARNOT MALL          3300 CHAMBERS ROAD SO.
  HUNTINGTON
   STATION       WALDENBOOKS     WALT WHITMAN MALL   160 WALT WHITMAN RD
  JOHNSON CITY   WALDENBOOKS     OAKDALE MALL        635 HARRY L DRIVE
  MASSAPEQUA     WALDENBOOKS     SUNRISE MALL        460 SUNRISE MALL
  NEWBURGH       BORDERS EXPRESS NEWBURGH MALL       1401 ROUTE 300
  RYE RIDGE      WALDENBOOKS     RYE RIDGE SHOPPING  106 SOUTH RIDGE STREET
                                 CENTER
  SCHENECTADY    BORDERS EXPRESS ROTTERDAM           93 WEST CAMPBELL RD.
                                 SQUARE MALL
  WILLIAMSVILLE  BORDERS EXPRESS EASTERN HILLS S/C   4545 TRANSIT RD

  Ohio
  AKRON          BORDERS EXPRESS CHAPEL HILL MALL    2000 BRITTAIN RD
  ALLIANCE       WALDENBOOKS     CARNATION CITY MALL 2500 WEST STATE STREET
  ASHTABULA      WALDENBOOKS     ASHTABULA TOWNE     3045 NORTHRIDGE EAST
                                 SQUARE
  COLUMBUS       WALDENBOOKS     POLARIS FASHION     1500 POLARIS PARKWAY
                                 PLACE
  ELYRIA         BORDERS EXPRESS MIDWAY MALL         3343 MIDWAY MALL
  HEATH          WALDENBOOKS     INDIAN MOUND MALL   771 S 30TH STREET
  JEFFERSONVILLE BORDERS OUTLET  PRIME OUTLETS       8000 FACTORY SHOPS
                                 JEFFERSONVILLE      BLVD
  MARION         WALDENBOOKS     MARION CENTRE       1445 MARION-WALDO RD
  NEW            WALDENBOOKS     NEW TOWN MALL       400 MILL AVENUE S.E.
   PHILADELPHIA
  NILES          WALDENBOOKS     EASTWOOD MALL       5320 YOUNGSTOWN
                                                     WARREN RD
  NORTH OLMSTED  BORDERS OUTLET  GREAT NORTHERN BLVD 4650 GREAT NORTHERN
                                                      BLVD
  NORTH OLMSTED  WALDENBOOKS     GREAT NORTHERN MALL 5002 GREAT NORTHERN
                                                      MALL
  PARMA          BORDERS EXPRESS PARMATOWN MALL      7793 WEST RIDGEWOOD
                                                      DRIVE
  SPRINGFIELD    WALDENBOOKS     UPPER VALLEY MALL   1475 UPPER VALLEY
                                                     PIKE
  STOW           BORDERS EXPRESS STOW COMMUNITY           4248 KENT ROAD
                                 SHOPPING CENTER
  STRONGSVILLE   WALDENBOOKS     SOUTHPARK CENTER    500 SOUTHPARK CENTER

  Oklahoma
  MUSKOGEE       WALDENBOOKS     ARROWHEAD MALL      501 NORTH MAIN
  OKLAHOMA CITY  WALDENBOOKS     CROSSROADS MALL     7000 CROSSROADS BLVD
  OKLAHOMA CITY  WALDENBOOKS     QUAIL SPRINGS MALL  2501 WEST MEMORIAL ROAD
  TULSA          WALDENBOOKS     TULSA PROMENADE     4107 SOUTH YALE AVENUE

  Oregon
  ALBANY         WALDENBOOKS     HERITAGE MALL       1895 14TH AVE. S.E.
  MEDFORD        WALDENBOOKS     ROGUE VALLEY MALL   1600 N RIVERSIDE

  Pennsylvania
  ALLENTOWN      WALDENBOOKS     SOUTH MALL          3300 LEHIGH STREET
  ALTOONA        WALDENBOOKS     LOGAN VALLEY MALL   936 LOGAN VALLEY MALL
  CAMP HILL      BORDERS EXPRESS CAPITAL CITY MALL   3587 CAPITAL CITY MALL
  CHAMBERSBURG   WALDENBOOKS     CHAMBERSBURG MALL   624 CHAMBERSBURG MALL
  CRANBERRY      WALDENBOOKS     CRANBERRY MALL      6945 US ROUTE 322
  EASTON         WALDENBOOKS     PALMER PARK MALL    145 PALMER PARK MALL
  ERIE           BORDERS EXPRESS MILL CREEK MALL     5800 PEACH STREET
  GROVE CITY     BORDERS OUTLET  PRIME OUTLETS       1911 LEESBURG-GROVE
                                    GROVE CITY          CITY RD
  HARRISBURG     WALDENBOOKS     COLONIAL PARK MALL  ROUTE 22 & COLONIAL
                                                        ROAD
  HAZELTON       WALDENBOOKS     LAUREL MALL         106 LAUREL MALL
  INDIANA        BORDERS EXPRESS INDIANA MALL        2334 OAKLAND AVE
  KING OF
   PRUSSIA       BORDERS EXPRESS THE PLAZA AT KING   160 N. GULPH ROAD
                                  OF PRUSSIA
  LANCASTER      BORDERS OUTLET  ROCKVALE OUTLET     35 S. WILLOWDALE DR.
                                  CENTER
  LANCASTER      BORDERS EXPRESS PARK CITY SHOPPING  828 PARK CITY
                                  CENTER              SHOPPING CENTER
  NORTH WALES    BORDERS EXPRESS MONTGOMERY MALL     268 MONTGOMERY MALL
  PHILADELPHIA   BORDERS EXPRESS THE GALLERY AT      9TH & MARKET STREETS
                                  MARKET EAST
  PHILADELPHIA   BORDERS EXPRESS SHOPS AT LIBERTY    1625 CHESTNUT STREET
                                  PLACE
  PITTSBURGH     WALDENBOOKS     SOUTH HILLS VILLAGE 242 SOUTH HILLS VILLAGE
                                  MALL
  POTTSVILLE     WALDENBOOKS     FAIRLANE VILLAGE    7266 FAIRLANE VILLAGE
                                  MALL                MALL
  SPRINGFIELD    BORDERS EXPRESS SPRINGFIELD MALL    1200 BALTIMORE PIKE
                                                      @ SPROUL RD
  UNIONTOWN      BORDERS EXPRESS UNIONTOWN MALL      1368 MALL RUN RD
  WASHINGTON     BORDERS EXPRESS WASHINGTON CROWN    1500 W. CHESTNUT
                                  CENTER
  WEST MIFFLIN   BORDERS EXPRESS CENTURY III MALL    3075 CLAIRTON ROAD
  WILLOW GROVE   BORDERS EXPRESS WILLOW GROVE PARK   2500 MORELAND ROAD
                                  MALL

  Rhode Island
  WARWICK        WALDENBOOKS     WARWICK MALL        400 BALD HILL RD.

  South Carolina
  COLUMBIA       WALDENBOOKS     COLUMBIANA CENTER   100 COLUMBIANA CIRCLE
  GREENVILLE     BORDERS EXPRESS HAYWOOD MALL        700 HAYWOOD ROAD
  GREENWOOD      WALDENBOOKS     GREENWOOD MALL      72 BYPASS NORTHWEST
  HILTON HEAD    WALDENBOOKS     MALL AT SHELTER     24 SHELTER COVE LANE
                                    COVE

  South Dakota
  RAPID CITY     WALDENBOOKS     RUSHMORE MALL       2200 NORTH MAPLE

  Tennessee
  KINGSPORT      WALDENBOOKS     KINGSPORT TOWN      2101 FORT HENRY DR
                                    CENTER
  KNOXVILLE      WALDENBOOKS     KNOXVILLE CENTER    3001 KNOXVILLE CENTER
                                                        DR

  Texas
  BAYTOWN        WALDENBOOKS     SAN JACINTO MALL    1768 SAN JACINTO MALL
  DALLAS         WALDENBOOKS     VALLEY VIEW CENTER  2092 VALLEY VIEW CNTR
  FORT WORTH     WALDENBOOKS     RIDGMAR MALL        1906 GREEN OAKS BLVD
  HOUSTON        WALDENBOOKS     WILLOWBROOK MALL    1332 WILLOWBROOK MALL
  HOUSTON        WALDENBOOKS     HOUSTON CENTER      1200 MCKINNEY AVENUE
  HOUSTON        WALDENBOOKS     NORTHWEST MALL      9600 HEMPSTEAD RD
  LUFKIN         WALDENBOOKS     LUFKIN MALL         4600 SOUTH MEDFORD
                                                      DRIVE
  PLANO          BORDERS EXPRESS COLLIN CREEK MALL   811 NORTH CENTRAL
                                                      EXPRESSWAY
  SAN ANTONIO    WALDENBOOKS     INGRAM PARK MALL    6301 NW LOOP 410
  SAN ANTONIO    WALDENBOOKS     ROLLING OAKS PARK   6909 N. LOOP 1604 EAST
                                 MALL
  SAN ANTONIO    WALDENBOOKS     SOUTH PARK MALL     2310 SW MILITARY DR
  SHERMAN        WALDENBOOKS     MIDWAY MALL         4800 TEXOMA PKWY
  TEXAS CITY     WALDENBOOKS     MALL OF THE         10000 EMMETT F. LOWREY
                                  MAINLAND            EXPWY.
  VICTORIA       WALDENBOOKS     VICTORIA MALL       187 VICTORIA MALL

  Utah
  PROVO          WALDENBOOKS     PROVO TOWNE CENTRE  1200 TOWN CENTRE BLVD

  Virginia
  CHARLOTTES-    WALDENBOOKS     CHARLOTTESVILLE     1621 EAST RIO ROAD
  VILLE                          FASHION SQUARE
  CHESAPEAKE     WALDENBOOKS     GREENBRIER PARKWAY  1401 GREENBRIER PARKWAY
  CHESAPEAKE     WALDENBOOKS     CHESAPEAKE SQUARE   4200 PORTSMOUTH BLVD.
  DULLES         BORDERS EXPRESS DULLES TOWN CENTER 21100 DULLES TOWN CIRCLE
  GLEN ALLEN     WALDENBOOKS     VIRGINIA CENTER     10101 BROOK ROAD
                                  COMMONS
  SPRINGFIELD    BORDERS EXPRESS SPRINGFIELD MALL    6725 SPRINGFIELD MALL

  Vermont
  MONTPELIER     WALDENBOOKS     BERLIN MALL         282 BERLIN MALL RD
  RUTLAND        WALDENBOOKS     DIAMOND RUN MALL    46 DIAMOND RUN MALL
                                                       PLACE

  Washington
  BELLINGHAM     WALDENBOOKS     BELLIS FAIR         ONE BELLIS FAIR PARKWAY
  SPOKANE        WALDENBOOKS     SPOKANE VALLEY MALL 14700 E INDIANA

  Wisconsin
  GREEN BAY      WALDENBOOKS     BAY PARK SQUARE     661 BAY PARK SQUARE
  GREENDALE      WALDENBOOKS     SOUTHRIDGE MALL     5300 SOUTH 76 ST
  WAUSAU         WALDENBOOKS     WAUSAU CENTER       A-104 WAUSAU CENTER

  West Virginia
  BLUEFIELD      BORDERS EXPRESS MERCER MALL         ROUTE 25 & US 460
  MORGANTOWN     WALDENBOOKS     MORGANTOWN MALL     9611 MALL ROAD

                     About Borders Group, Inc.

Headquartered in Ann Arbor, Mich., Borders Group, Inc. (NYSE: BGP)
-- http://www.borders.com/-- is a specialty retailer of books as
well as other educational and entertainment items.  The company
employs approximately 25,000 throughout the U.S., primarily in its
Borders(R) and Waldenbooks(R) stores.  Online shopping is offered
through borders.com.


CALIFORNIA COASTAL: To Appeal Nasdaq Delisting Determination
------------------------------------------------------------
California Coastal Communities, Inc. will appeal the previously
disclosed October 28 delisting determination of the Nasdaq Stock
Market Listing Qualifications Staff indicating the Staff's
decision to delist the Company's common stock from the Nasdaq
Stock Market due to its recent filing of a voluntary petition for
relief under Chapter 11 pursuant to which the Company is seeking
to extend the maturity dates and change the repayment schedules
for its approximately $182 million of Brightwater credit
facilities in order to repay the debt in full in 2013 based on
currently expected home sales over the next four years.

The Company has requested an oral hearing to appeal the proposed
delisting, and its common stock will remain listed on the Nasdaq
Stock Market pending the outcome of the hearing.

                 About California Coastal

California Coastal Communities, Inc., is a residential land
development and homebuilding company operating in Southern
California. The company's principal subsidiaries are Hearthside
Homes which is a homebuilding company, and Signal Landmark which
owns 105 acres on the Bolsa Chica mesa where sales commenced in
August 2007 at the 356-home Brightwater community. Hearthside
Homes has delivered 2,200 homes to families throughout Southern
California since its formation in 1994.

California Coastal Communities filed for Chapter 11 on Oct. 27,
2009 (Bankr. C.D. Calif. Case No. 09-21712). Joshua M. Mester,
Esq., represents the Debtor in its restructuring effort.  The
petition says that assets and debts are $100,000,001 to
$500,000,000.


CAPMARK FINANCIAL: Fannie Me Joins Plea for Continued Business
--------------------------------------------------------------
On an interim basis, the Bankruptcy Court authorized Capmark
Fianncial Group Inc. and its units to continue operating their
business in the ordinary course.  The final hearing to consider
the Debtors' request is scheduled for November 24, 2009.

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

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

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

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

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

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

                   Fannie Mae Files Joinder

Fannie Mae tells the Court that it joins in the Debtors' request
supplementing the Normal Business Motion, and requesting entry of
an order authorizing operation of loan origination business.  In
connection with its mortgage origination and servicing business,
the Debtors from time to time sell loans to Fannie Mae.  Fannie
Mae relates that it desires to continue purchasing Capmark-
originated loans in the ordinary course of the Debtors' business
operations but only so long as its rights are reasonably
protected.

                      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 Sell Military Housing Assets
-----------------------------------------------------------
Capmark Finance Inc., and Capmark Capital Inc., engage in the
business of, among other things, arranging and providing
financing for United States government public-private venture
related projects, including the privatization of military housing
and the origination and servicing of loans.  As with many of the
Debtors' businesses, the Military Housing Business relies on
financing made available through structured loans and
securitization facilities.

Given the overall decline in the availability of those financing
sources, the Military Housing Business revenues, which derive
substantially from investment banking fees generated from the
placement volume of related loans, have declined significantly in
2008 and 2009 as a result of reductions in military housing
placement volumes, and is not a component of the Debtors'
anticipated reorganization or the Debtors' sale of their North
American Servicing and North American Lending and Mortgage
Banking businesses and the assets primarily related to those
businesses to Berkadia Commercial Mortgage LLC.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells the Court that the commencement of
the Debtors' Chapter 11 cases threatens to further impair the
value that remains in the Military Housing Business, as financing
counterparties will be unwilling to enter into transactions with
the Debtors while they remain in bankruptcy, even if the
securitization and structured loan markets experience some
recoveries in the near future.  In light of this, the Debtors do
not believe that continuing to own the Military Business is in
the best interest of their estates.

                            The APA

The Debtors and Jefferies Mortgage Finance, Inc., have entered
into an Asset Purchase Agreement, dated as of October 16, 2009,
whereby Jefferies agreed to purchase:

  (a) Assigned Contracts;
  (b) Military Housing Business Books and Records maintained by
      the Sellers on the Closing Date;
  (c) Retained Rights; and
  (d) all other assets set forth on Schedule 1.1(i) of the APA.

The APA provides that the sale of the Acquired Assets to
Jefferies is subject to higher or better bids.  The principal
terms of the APA are:

(A) Purchase Price.  The consideration for the Acquired Assets
    payable to the Sellers at the Closing will be equal to
    $9,000,000, (i) less an amount equal to $250,000 (ii) plus
    any accrued and unpaid servicing fees as of the Closing Date
    payable to the Servicer pursuant to the Serviced Loans;
    provided that if the Closing does not occur prior to
    November 30, 2009, the Purchase Price will be reduced on the
    first day of each calendar month until the Closing occurs by
    an additional $250,000.  The aggregate amount of those
    reductions to the Purchase Price for the delay of Closing
    beyond November 30, 2009, will not exceed $500,000.

(B) Break-Up Fee.  In the event that the Sellers, prior to the
    Closing, (a) consummate a transaction in respect of an offer
    other than that of Jefferies, or (b) sell, transfer, lease or
    otherwise dispose, directly or indirectly, including
    without limitation, through an asset sale, stock sale merger
    or other similar transaction, all or substantially all of the
    Acquired Assets in a transaction or series of transactions
    within 12 months from the entry into the APA, the Sellers
    will pay in cash in immediately available funds to Jefferies
    a break-up fee amounting to $250,000 not later than the
    closing of the Alternative Transaction.

(C) Termination of APA.

   (i) Termination by Mutual Consent.  At any time prior to the
       Closing Date, the Sellers and Jefferies may terminate
       the APA by mutual consent.

  (ii) Termination By Either Party.  At any time prior to the
       Closing Date and provided that the right to terminate the
       APA will not be available to any Party whose breach of
       the APA has been the cause of, or resulted in, the
       failure of the Closing to occur, either the Seller or the
       Purchase may terminate the APA if:

         * A court of competent jurisdiction or other
           Governmental Authority will have issued a Final Order
           or ruling or taken any other action, in each case
           permanently restraining, enjoining or otherwise
           prohibiting the transactions contemplated by the
           Agreement;

         * The Closing will not have occurred on or before
           January 31, 2010; or

         * The Sale Order has not been entered by January 15,
           2010.

                    Bidding Procedures

To maximize the value of the Acquired Assets, the Debtors seek to
implement a competitive bidding process for the Sale of the
Assets pursuant to the APA, subject to higher or better offers.
The Debtors proposed Auction and Bidding Procedures include:

  (a) Upon execution of a confidentiality agreement, in form and
      substance satisfactory to the Sellers, any party that
      wishes to conduct due diligence in respect of the Military
      Business and the Acquired Assets and the Assumed
      Liabilities may be granted access to all material
      information that has been or will be provided to the
      Purchaser and other bidders.

  (b) Any person or entity interested in participating in the
      Auction must submit a Qualifying Bid on or before
      November 30 at 4:00 p.m. in writing, to:

             (1) counsel to the Sellers; and
             (2) Capmark Financial Group Inc.

  (c) Each potential bidder must submit a "Qualifying Bid" by
      the Bid Deadline.  To constitute a Qualifying Bid, a bid
      must, among other things:

         (i) include a mark-up of the APA reflecting the
             variations from the APA, including which contracts
             and leases are not to be assumed and assigned
             pursuant to the Modified APA, and a clean and
             executed Modified APA; and

        (ii) exceed the Purchase Price in the APA by
             $500,000 plus payment of the Break-Up Fee and in
             the case of any subsequent bid, exceed the prior
             bid by $250,000.

      The Debtors will make a determination regarding whether a
      bid is a Qualifying Bid and will notify bidders whether
      their bids have been determined to be Qualifying Bids by
      no later than 4:00 p.m., December 2, 2009.

  (e) If no timely, conforming Qualifying Bids, other than the
      APA, are submitted by the Bid Deadline, the Debtors will
      not hold an Auction and, instead, will request that at a
      sale hearing that the Court approve the APA with
      Jefferies.

  (f) In the event the Debtors timely receive one or more
      Qualifying Bids other than the APA, the Debtors will
      conduct the Auction with respect to the Military Housing
      Business.  The Auction will be conducted at the offices of
      Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, in New
      York, on December 4, 2009 at 1:00 p.m., or another
      location as designated by the Debtors in a notice to
      all Qualified Bidders.  At the Auction:

      * Qualified Bidders may then submit successive bids in
        increments of at least $250,000 higher than the previous
        bid; and

      * All Qualified Bids and the Purchaser will have the right
        to submit additional bids and make additional
        modifications to the APA or Modified APA, as applicable,
        at the Auction.

The Debtors aver that the Bidding Procedures will allow them to
conduct the Auction in a controlled, fair, and open fashion that
will encourage participation by financially capable bidders,
thereby increasing the likelihood that the Debtors will receive
the best possible consideration for the Acquired Assets.

The Debtors ask the Court to schedule the Sale Hearing on
December 7, 2009, at 10:00 a.m.

               Assumption and Assignment of
              Assigned Contracts and Leases

To facilitate the sale and the assumption and assignment of
Assigned Contracts, the Debtors will serve a notice of intent to
assume and assign the executory contracts and leases that are
part of the Sale on all nondebtor parties to the Assigned
Contracts according to these procedures:

  * On or after the Mailing Deadline, the Debtors will serve by
    overnight courier, electronic mail, or same-day messenger
    delivery, the Notice of Assumption and Assignment upon all
    known nondebtor parties to the Assigned Contracts.  The
    Notice of Assumption and Assignment will set forth:

      (i) the intent of the Debtors to assume the Assigned
          Contracts and assign them to the Purchaser; and

     (ii) applicable amounts, if any.

  * In the Notice of Assumption and Assignment, the Sellers will
    identify the Assigned Contracts and the Cure Amounts that
    the Sellers believe must be paid to cure all defaults under
    the Assigned Contracts.  If no amount is listed on the
    Notice of Assumption and Assignment, the Sellers believe
    that there is no Cure Amount due.

* If an Assumption or Cure objection is timely filed, the
   Debtors request that a hearing will be held before the Court.
   If, however, an Assumption or Cure Objection is not timely
   filed and served, the assumption and assignment of the
   applicable Assigned Contracts will proceed without further
   notice at the Sale Hearing to approve the Sale of the
   Acquired Assets.

The Debtors request that any objection to the Sale or Assumption
be:

  (i) in writing;

(ii) comply with the Bankruptcy Rules and Local Rules;

(iii) be filed with the Clerk of the U.S. Bankruptcy Court for
      the District of Delaware;

(iv) be served with a copy on counsel for the Debtors, local
      counsel for the Debtors, counsel for Purchaser and the
      Office of the United States Trustee.

                      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: U.S. Trustee Names 5 to Creditors Committee
--------------------------------------------------------------
Roberta A. DeAngelis, acting U.S. Trustee for Region 3, appoints
five members to the Official Committee of Unsecured Creditors in
the Chapter 11 cases of Capmark Financial Group Inc., and its
debtor affiliates:

  1. JPMorgan Chase Bank, N.A.
     Attn: Thomas F. Maher
     277 Park Avenue, 8th Floor
     New York, NY 10172-0003
     Tel: (212)622-4539
     Fax: (212)622-4557

  2. The Royal Bank of Scotland, plc
     Attn: Michael Fabiano
     600 Washington Boulevard
     Stamford, CT 06901
     Tel: (203)897-3663
     Fax: (203)873-3418

  3. Wilmington Trust FSB
     as indenture Trustee for the 6.3% Notes
     Attn: Adam Berman/Daniel Fisher
     166 Mercer Street
     Suite 2-R, New York
     NY 10012-3249
     Tel: (212)941-4415
     Fax: (212)343-1079

  4. The Varde Fund IX, L.P.
     Attn: John Sinna
     8500 Normandale Lake Boulevard, Minneapolis
     MN 55437
     Tel:(952)374-6993
     Fax:(952)893-9613

  5. Law Debenture Trust Company of New York
     as indenture trustee
     Attn: Anthony A. Bocchino, Jr.
     400 Madison Avenue
     4th Floor, New York
     NY 10017
     Tel:(646)747-1255
     Fax:(212)750-1361

Wilmington Trust FSB, holder of a $500,000,000 claim, and JP
Morgan Chase Bank, holder of a $5,043,276 claim, belong
to the Debtors' 30 largest unsecured creditors.

In an official statement dated November 3, 2009, Wilmington
Trust, clarified that it was previously named successor trustee
for holders of approximately $500 million of 6.30% senior notes
due 2017.  "The bankruptcy filing of Capmark Financial poses no
credit or investment risk to Wilmington Trust, nor does it affect
Wilmington Trust's balance sheet," the statement said.

Wilmington Trust Corporation is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory Services for high-net-worth
clients in 36 countries, and Corporate Client Services for
institutional clients in 88 countries. Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.

                      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)


CARITAS HEALTH: Court OKs $26MM Sale of St. John & Mary Immaculate
------------------------------------------------------------------
Amanda Fung of Crain's New York Business reports that Brooklyn-
based developer Joshua Guttman was declared winner with
$26 million bid for St. John, and Mary Immaculate Hospital's four-
acre campus in Jamaica owned by Caritas Health Care.

The U.S. Bankruptcy Court in the Eastern District of New York,
Ms. Fung relates, rejected Village Management Group Inc. and the
New York state Dormitory Authority's motion to stop the sale of
the hospitals to Mr. Guttman.  The state agency is owed more than
$62 million by Caritas Health.

CB Richard Ellis conducted the auction for the two hospital sites,
Ms. Fung notes.

                  About Caritas Health Care Inc.

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

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


CENTRAL PACIFIC: Fitch Corrects Long-Term Deposit Rating to B+/RR3
------------------------------------------------------------------
This is a correction of a release originally issued Nov. 2, 2009.
It corrects the previous long-term deposit rating for Central
Pacific Bank to 'B+/RR3'.

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'.


CHEMTURA CORP: Wants Legacy Liabilities Declared as Unsec. Claims
-----------------------------------------------------------------
Chemtura Corp. has commenced an adversary proceeding against the
federal government, including the Environmental Protection Agency,
and more than a dozen states for a determination by the Bankruptcy
Court that its legacy liabilities to these agencies and states are
"dischargeable as prepetition, general, unsecured claims."

Chemtura is the successor to Crompton & Knowles Corporation, which
was incorporated in 1900 and first engaged in the manufacture and
sale of specialty chemicals beginning in 1954.  Chemtura and its
affiliates and subsidiaries are the product of expansion through
both organic growth and numerous acquisitions and mergers,
including the 1996 acquisition of Uniroyal Chemical Company, Inc.,
the 1999 merger with Witco Corporation and the 2005 acquisition of
Great Lakes Chemical Corporation.  As a result of those and other
mergers and acquisitions, as well as sales of certain business
lines, the Debtors are burdened by a variety of "legacy"
liabilities.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, the
Debtors face potentially significant environmental liabilities and
obligations at numerous "legacy" sites that are not currently part
of the Debtors' bankruptcy estates, which arose largely as a
result of the lengthy industrial history of the Debtors'
predecessors.  These sites include previously owned or operated
sites that are no longer owned or operated by the Debtors and
third-party sites that have never been owned by the Debtors to
which the Debtors or their predecessors are alleged to have sent
waste or other materials.

The Debtors are allegedly subject to environmental orders, consent
decrees, notices of liability, claims, demands, statutory or
regulatory requirements, and other actual or contingent
obligations and liabilities, including injunctive obligations to
perform response actions with respect to actual or potential
releases and threats of releases of hazardous substances
or other contaminants, at or in connection with sites that are not
owned by the Debtors and are not part of the Debtors' estates.
The Debtors now seek a declaratory judgment that the Environmental
Orders and Obligations are general unsecured "claims" under the
Bankruptcy Code that are dischargeable upon confirmation of a
Chapter 11 plan pursuant to Section 1141(d) of the Bankruptcy
Code.

The Debtors have been engaged in a concerted effort to negotiate
with state and federal agencies, including the United States
Department of Justice on behalf of the EPA and several of the
State Defendants, including the States of California, Connecticut,
Florida, Louisiana, New Jersey, New York, and Pennsylvania, in an
attempt to achieve consensual resolution of the dischargeability
of the Environmental Orders and Obligations relating to the Former
Sites and the Third-Party Sites in the Debtors' chapter 11 cases.

During these negotiations, the Debtors continued to perform
remediation obligations at certain sites under a full reservation
of rights.

The Debtors' negotiations with the governmental agencies have been
fruitful to date and the Debtors are continuing their ongoing
efforts to reach mutually acceptable terms of settlement with such
governmental agencies.  The Debtors' reorganization is on a fast
track, however, and for numerous reasons the Debtors are not in a
position to delay emergence from chapter 11 in the event that
negotiations slow or become stalled.

Accordingly, the Debtors filed the Complaint for declaratory
relief in order to position the existing controversies for
ultimate judicial determination to the extent a consensual
resolution cannot be reached in a timeframe consistent with the
resolution of other issues in the Chapter 11 cases.

The Debtors note that claims in connection with facilities and
properties they own and operate are not part of the complaint.

They added that notwithstanding the filing of the lawsuit, they
intend to continue their efforts to work cooperatively with the
federal and state agencies to reach mutually acceptable terms
regarding the dischargeability of the environmental orders.

A copy of the Complaint is available for free at:

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

                      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 to Hire Howrey LLP as Counsel
-----------------------------------------------------
Chemtura Corp. and its units obtained the Bankruptcy Court's
permission for authority to employ Howrey LLP as their special
counsel nunc pro tunc to July 1, 2009.

Howrey has been employed by the Debtors as an ordinary course
professional.  The Debtors, however, have recently discovered
that the firm's anticipated fees and expenses will exceed the
limits established by the Ordinary Court Professional Order,
thereby necessitating the Debtors' formal retention of Howrey as
special counsel under Section 327(e) of the Bankruptcy Code.

Billie S. Flaherty, Esq., the Debtors' senior vice president
general counsel and secretary, notes that Howrey has represented
the Debtors and their affiliates in connection with insurance
coverage litigation and counseling and other matters for more
than 15 years.  As a result, Howrey has considerable knowledge
concerning insurance matters as well as other matters and is
already familiar with the Debtors' business affairs to the extent
necessary for the scope of the proposed and anticipated services
related to insurance coverage litigation and counseling and other
matters.

Ms. Flaherty asserts that because of Howrey's well-established
experience coordinating with teams of specialized professionals
and the specialized nature of its work, the firm will not
duplicate the services that other firms may provide to the
Debtors.

As special counsel, Howrey is expected to provide assistance in:

  (a) Insurance counseling relating to legacy liabilities;
  (b) Insurance procurement;
  (c) Insurance claim handling and prosecution; and
  (d) Coordination of defense for asbestos and toxic tort
      claims.

The Debtors will pay for Howrey's services on an hourly basis in
accordance with the firm's ordinary and customary hourly rates,
and will the firm's actual and necessary out-of-pocket expenses.

Effective August 1, 2009, the hourly rates charged by Howrey for
its services are:

      Partners                       $620 to $815
      Associates                     $315 to $525
      Professional Consultant        $355
      Trainees/Paralegals            $145 to $240

During the 90-day period prior to the Petition Date, the Debtors
paid Howrey $6,254 for professional services performed and
expenses incurred.  Additionally, Howrey asserts that, as of the
Petition Date, Howrey had issued invoices to the Debtors for
legal services of which $340,192 remains unpaid.

Jeffrey M. Lenser, Esq., a partner at Howrey, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                      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 Amend & Assume Middlebury Lease
----------------------------------------------------------
Chemtura Corp. and its units ask the Bankruptcy Court for
authority to:

  (a) enter into an amendment of the Lease Agreement between
      Preston Park 2004 LLC, as successor-in-interest to The
      Middlebury Partnership, and Chemtura Corp., as successor-
      in-interest to Uniroyal Chemical Company, Inc.;

  (b) assume the Middlebury Lease, as amended; and

  (c) pay related cure costs.

Pursuant to the Middlebury Lease, Chemtura leases approximately
318,000 square feet of office and lab space within a building
known as "Preston Park 2004" located in Middlebury, Connecticut.
Specifically, the location houses the Debtors' corporate offices,
business groups, staff functions, global data center and research
laboratories.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in
New York, the Middlebury Lease requires a $318,185 monthly rent
payment and is scheduled to expire on November 13, 2017.

The Debtors relates that while they are willing to continue to
use a portion of the Middlebury Facility as office and lab space,
Chemtura no longer needs the entire space.  In this regard,
Chemtura and Preston Park entered into arm's-length negotiations
for an amendment to the Middlebury Lease that will permit
Chemtura to occupy a reduced portion of the Middlebury Facility
and that will extend the term of the Middlebury Lease through and
including November 13, 2019.

Under the Amendment, Chemtura will pay rent subject to a modified
reduced pay structure, which will result in a $1,900,000
reduction in rent in the first year alone with expected increased
reductions in operating costs.  The Amendment further provides a
schedule for future rent payments, which will increase each year
over the term of the Lease.

Chemtura proposes to assume the Middlebury Lease as amended, and
as consideration for the amendment, pay cure costs totaling
$946,747, which represents the amount outstanding and in default
under the Middlebury Lease as of the Petition Date.

The Debtors' deadline to assume or reject the Middlebury Lease
expired on October 14, 2009.  The Debtors and Preston Park,
however, previously entered into a stipulation extending the
Debtors' time to make that decision with respect to the
Middlebury Lease until December 14, 2009.  The primary purpose of
the Lease Decision Stipulation was to provide the Debtors and
Preston Park with ample time to negotiate and document a mutually
beneficial amendment to the Middlebury Lease.

As part of their business plan and in furtherance of initiatives
to reduce costs, the Debtors aver that they plan to move and
consolidate certain of their operations previously housed at the
Middlebury Facility to other locations over the course of the
next 18 months.  Specifically, a majority of the laboratories
presently located in the Middlebury Facility will be consolidated
and relocated to nearby Naugatuck, Connecticut, including the
Analytical, Petroleum Additives, Urethanes and Process
Development technical groups, including a few other smaller
functions which will be relocated to the Naugatuck Site.  The
Debtors also plan to relocate the Crop Formulation Group from the
Middlebury Facility to Bethany, Connecticut.

Mr. Cieri further notes that as part of improving their corporate
presence in the industry and as part of their cost-saving
initiatives, the Debtors intend to relocate their executive
offices to Philadelphia, Pennsylvania.  The executive offices
will transition to the Philadelphia, Pennsylvania area, he says,
to take advantage of Philadelphia's close proximity to one of the
major centers of the chemical industry in North America and to be
closer to many of the Debtors' major customers and suppliers as
well as to realize material cost savings.

                      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 Legacy Liabilities Declared as Unsec. Claims
-----------------------------------------------------------------
Chemtura Corp. has commenced an adversary proceeding against the
federal government, including the Environmental Protection Agency,
and more than a dozen states for a determination by the Bankruptcy
Court that its legacy liabilities to these agencies and states are
"dischargeable as prepetition, general, unsecured claims."

Chemtura is the successor to Crompton & Knowles Corporation, which
was incorporated in 1900 and first engaged in the manufacture and
sale of specialty chemicals beginning in 1954.  Chemtura and its
affiliates and subsidiaries are the product of expansion through
both organic growth and numerous acquisitions and mergers,
including the 1996 acquisition of Uniroyal Chemical Company, Inc.,
the 1999 merger with Witco Corporation and the 2005 acquisition of
Great Lakes Chemical Corporation.  As a result of those and other
mergers and acquisitions, as well as sales of certain business
lines, the Debtors are burdened by a variety of "legacy"
liabilities.

According to Richard M. Cieri, Esq., at Kirkland & Ellis LLP, the
Debtors face potentially significant environmental liabilities and
obligations at numerous "legacy" sites that are not currently part
of the Debtors' bankruptcy estates, which arose largely as a
result of the lengthy industrial history of the Debtors'
predecessors.  These sites include previously owned or operated
sites that are no longer owned or operated by the Debtors and
third-party sites that have never been owned by the Debtors to
which the Debtors or their predecessors are alleged to have sent
waste or other materials.

The Debtors are allegedly subject to environmental orders, consent
decrees, notices of liability, claims, demands, statutory or
regulatory requirements, and other actual or contingent
obligations and liabilities, including injunctive obligations to
perform response actions with respect to actual or potential
releases and threats of releases of hazardous substances
or other contaminants, at or in connection with sites that are not
owned by the Debtors and are not part of the Debtors' estates.
The Debtors now seek a declaratory judgment that the Environmental
Orders and Obligations are general unsecured "claims" under the
Bankruptcy Code that are dischargeable upon confirmation of a
Chapter 11 plan pursuant to Section 1141(d) of the Bankruptcy
Code.

The Debtors have been engaged in a concerted effort to negotiate
with state and federal agencies, including the United States
Department of Justice on behalf of the EPA and several of the
State Defendants, including the States of California, Connecticut,
Florida, Louisiana, New Jersey, New York, and Pennsylvania, in an
attempt to achieve consensual resolution of the dischargeability
of the Environmental Orders and Obligations relating to the Former
Sites and the Third-Party Sites in the Debtors' chapter 11 cases.

During these negotiations, the Debtors continued to perform
remediation obligations at certain sites under a full reservation
of rights.

The Debtors' negotiations with the governmental agencies have been
fruitful to date and the Debtors are continuing their ongoing
efforts to reach mutually acceptable terms of settlement with such
governmental agencies.  The Debtors' reorganization is on a fast
track, however, and for numerous reasons the Debtors are not in a
position to delay emergence from chapter 11 in the event that
negotiations slow or become stalled.

Accordingly, the Debtors filed the Complaint for declaratory
relief in order to position the existing controversies for
ultimate judicial determination to the extent a consensual
resolution cannot be reached in a timeframe consistent with the
resolution of other issues in the Chapter 11 cases.

The Debtors note that claims in connection with facilities and
properties they own and operate are not part of the complaint.

They added that notwithstanding the filing of the lawsuit, they
intend to continue their efforts to work cooperatively with the
federal and state agencies to reach mutually acceptable terms
regarding the dischargeability of the environmental orders.

A copy of the Complaint is available for free at:

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

                      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: Wulff & Joyce Join Board of Directors
----------------------------------------------------
Chemtura Corporation, debtor-in-possession, announced that John K.
Wulff and Burton M. "Burt" Joyce have been appointed as
independent members of the Company's Board of Directors, effective
immediately.  Mr. Wulff will serve on the Board's Audit Committee
and Mr. Joyce will serve on the Board's Finance & Pension
Committee.

Mr. Wulff is the former chief financial officer of Union Carbide
Corporation and had been Union Carbide?s vice president and
principal accounting officer, as well as controller.  Prior to
joining Union Carbide, he was a partner with KPMG and predecessor
accounting firms.  He has served as a board member of the
Financial Accounting Standards Board and was non-executive
chairman of Hercules, Inc., prior to its acquisition by Ashland
Inc.  Mr. Wulff currently serves as a director of Celanese
Corporation; Sunoco, Inc.; and Moody?s Corporation.  He earned a
Bachelor of Science in economics at the University of
Pennsylvania.

Mr. Joyce is the former chairman of IPSCO Inc., now SSAB
Enterprises, a North American steel and pipe manufacturer.  He
was previously vice chairman, president and CEO of Terra
Industries, Inc. and chairman, Terra Nitrogen Co.  He also held
positions of increasing responsibility in finance and operations
at United Technologies including vice president, investor
relations; vice president, Mostek and president, Essex European
Operations.  Mr. Joyce has also held positions at Compugraphic
Corporation and Airco, Inc.  (now BOC).  He currently serves as a
director of Norfolk Southern Corporation.  He earned a Bachelor
of Science in accounting at Miami University (Ohio).

"John's and Burt's extensive financial and operating experience
and business acumen make them strong additions to our Board,? said
Craig A. Rogerson, chairman, president and chief executive officer
of Chemtura.  "We are very pleased to welcome these new leaders to
our Board."

Following the appointment of Messrs. Wulff and Joyce as members of
the Chemtura Board, Stephen C. Forsyth, the Company's executive
vice president and chief financial officer, and Billie S.
Flaherty, the Company?s senior vice president, general counsel
and secretary, resigned from the Board.  Mr. Forsyth and Ms.
Flaherty had served on the Board since March 2009 in order for
the Company to have the minimum number of directors as required
by the Company?s by-laws.  Mr. Forsyth and Ms. Flaherty will
continue serving as executive vice president and chief financial
officer and senior vice president, general counsel and secretary,
respectively.

                      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)


CHESTER NIEDZWIECKI: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Chester M. Niedzwiecki
        1151 Scenery Drive
        Elizabeth, PA 15037

Bankruptcy Case No.: 09-27991

Chapter 11 Petition Date: October 30, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Francis E. Corbett, Esq.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  Email: fcorbett@calaiarocorbett.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. Niedzwiecki.


CHRYSLER LLC: New Chrysler Sales Hike 6% from Last Month
--------------------------------------------------------
Chrysler Group LLC on November 3 reported a 6% increase in total
U.S. sales compared with September 2009.  Chrysler and Dodge
brands reported month-over-month increases.

Chrysler Group reported total U.S. sales for October of 65,803
units, an increase of 6% compared with September and a decrease of
30% compared with the same time period in 2008.  The Company
finished the month with 159,428 units in inventory, representing a
68-day supply.  Inventory is down 60% versus October 2008 when it
totaled 395,996 units.  Overall industry figures for October are
projected to come in at an estimated 10.4 million SAAR.

"The industry showed signs of improvement this month with
increasing sales, which is a trend we expect to continue for the
remainder of the year," said Fred Diaz, President and Chief
Executive Officer-Ram Brand and Lead Executive for the Sales
Organization, Chrysler Group LLC. "Chrysler Group expects to get
its fair share of the increases as November and December
traditionally are two of the best months for SUV sales, and the
Jeep(R) brand offers customers the best SUVs in the marketplace."

A full-text copy of the news release is available for free at:

              http://researcharchives.com/t/s?486e

                        About Chrysler LLC

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

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

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

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

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


CINCO HERMANOS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cinco Hermanos, Inc.
        2604 S. Bridge
        Weslaco, TX 78596

Bankruptcy Case No.: 09-70791

Chapter 11 Petition Date: November 3, 2009

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

Judge: Richard S. Schmidt

Debtor's Counsel: Jose Luis Flores, Esq.
                  Attorney at Law
                  1111 W Nolana
                  McAllen, TX 78504
                  Tel: (956) 682-0924
                  Email: bklaw@jlfloreslawfirm.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

According to the schedules, the Company has assets of $2,214,200,
and total debts of $1,680,822.

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

            http://bankrupt.com/misc/txsb09-70791.pdf

The petition was signed by Miguel A. Pena, president of the
Company.


CIT GROUP: Bankruptcy Triggers $3BB in Default Swap Pacts
---------------------------------------------------------
CIT Group, Inc.'s bankruptcy filing triggered more than $3 billion
in default protection contracts, Emily Barrett of Dow Jones
Newswires reported citing a statement by a committee of
derivatives experts.

Payments on credit default swaps covering the troubled business
lender will be settled at auction on a date to be announced on the
Web site of an industry body, the International Swaps and
Derivatives Association, the report said.

CDS are tradable, over-the-counter derivatives similar to a
default insurance contract for debt, the report related.  If a
contract is triggered, the buyer is paid compensation by the
seller, and auctions are scheduled to determine how much change
hands.  The auctions, the report said, are administered by
financial services information firm Markit and inter-dealer broker
Creditex.

Ms. Barrett, citing data from the Depository Trust & Clearing
Corporation, said the settlement targets 6,638 contracts
outstanding as of Oct. 23, 2009, worth a net $3.1 billion.  The
DTCC's warehouse carries records of more than 90% of positions in
this $26.5 trillion global market, the report said.

                        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: Fitch Says Bankruptcy Won't Affect Material Performance
------------------------------------------------------------------
Fitch Ratings believes that the bankruptcy of CIT Group Inc. will
not have material performance implications resulting from
operational deterioration for the trusts serviced by Xpress Loan
Servicing.  CIT Group Inc. is the parent company of Education
Lending Group and XLS.  The trusts serviced by XLS include:
Education Lending Group - Education Funding Capital Trust II, III,
IV, and CIT Education Loan Trust 2005-1 as well as a portion of
PARTS Student Loan Trust 2007-CT1.

Fitch downgraded the long-term Issuer Default Ratings of CIT to
'D' from 'RD' after the company filed a voluntary petition seeking
relief under Chapter 11 of the U.S. Bankruptcy Code on Nov. 1.
The ratings of CIT Bank and the company's other operating
subsidiaries remain unchanged as they were not included in the
bankruptcy filing.  XLS confirmed to Fitch that it and its parent
ELG were not included in the filing.

Fitch spoke with XLS regarding the potential implications of the
CIT bankruptcy filing to XLS' operations and its capacity as
servicer of the above mentioned transactions.  XLS stated that it
is 'business as usual' and that they continue to fill open
positions as turnover occurs.  Fitch believes that if XLS becomes
part of the bankruptcy proceedings, a bankruptcy judge would
consider the servicing operations necessary to protect trust
assets and the total value of the estate.  Therefore, the
servicing operations would be maintained and expenses, including
payroll, would continue to be funded.  Additionally, the servicing
platform itself is an asset and could be acquired by a third-party
in a bankruptcy proceeding.

Currently, XLS services approximately $9 billion in student loans,
which includes about $2.6 billion within the above referenced
transactions.  Additional named servicers on the ELG transactions
include Great Lakes Educational Loan Services, Inc. and the
Pennsylvania Higher Education Assistance Agency.  Other servicers
named on the PARTS transaction include GLELSI and ACS Education
Services.

Fitch affirmed its ratings of the XLS serviced trusts on Sept. 30
after determining that there was no significant operational risk
tied to XLS.  The exception was the PARTS transaction, which was
placed on Rating Watch Negative on Oct. 30 due to a higher than
expected level of default, not because of its ties to XLS or XLS'
operational capacity.  The PARTS trust consists of private
education loans, including proprietary and trade school loans
which have been more susceptible to the current recession leading
to the higher level of defaults.  The ELG transactions consist of
only federally guaranteed student loans and were affirmed based on
the increased parity of the trusts as well as the determination
that operational risk related to XLS was not present at that time.

Fitch will continue to monitor the performance of all the XLS
serviced trusts and comment on performance, servicing, or other
changes.  Since PARTS is on Rating Watch Negative, it is currently
being reviewed and Fitch is expected to comment in the next 180
days.


CIT GROUP: Gets Nod to Access $125 Mil. of Loans in Interim
-----------------------------------------------------------
On an interim basis, Judge Allan L. Gropper of the U.S. Bankruptcy
Court for the Southern District of New York authorized CIT Group,
Inc., and CIT Group Funding Company of Delaware LLC, to borrow up
to an aggregate principal or face amount of $125 million from the
total of $500 million in secured letter of credit facility to be
extended by the Bank of America, N.A., as issuing bank.

Banc of America Securities, LLC, is the sole lead arranger and
sole book runner under the L/C Facility.  The Borrowers under the
L/C Facility are CIT and certain non-debtor subsidiaries of the
Company, which initially include (i) CIT Group/Business Credit,
Inc., (ii) CIT Group/Commercial Services, Inc., (iii) CIT Loan
Corporation, formerly CIT Group/Consumer Finance, Inc., (iv) CIT
Group/Equipment Financing, Inc., (v) CIT Healthcare LLC, (vi) CIT
Capital USA Inc., and (vii) CIT Lending Services Corporation.

Judge Gropper determined that the Borrowers have an immediate need
to obtain the L/C Facility in order to permit, among other things,
the orderly continuation of the operation of their businesses, to
permit the Borrowers to honor certain contractual obligations to
third parties and to maintain business relationships with vendors,
suppliers and customers.

"The access of the Borrowers to the L/C Facility is vital to the
preservation and maintenance of the going concern values of the
Borrowers and to a successful reorganization of the Debtors," the
Court held.

The Debtors also won Court permission for the L/C Facility
Guarantors to guarantee the obligations of the Subsidiary
Borrowers in accordance with the terms of this Interim Order and
the L/C Facility.  The Court's Interim Order, however, will not be
deemed to authorize CIT or the other parties to the Senior Credit
Facility Agreement to violate the drawing limitations set by the
Agreement.

Judge Gropper also authorized CIT to post, on behalf of itself and
the Subsidiary Borrowers that are joint account parties with CIT,
cash collateral from time to time to secure the letters of credit
issued pursuant, and as required by, the L/C Facility.

Pursuant to the Senior Credit Facility Agreement, upon the posting
of the Cash Collateral to secure the obligations of the Borrowers
under the L/C Facility, the liens of the Senior Secured Parties
under the Senior Credit Facility on the Cash Collateral will be
automatically released and will be of no further force or effect
and upon that release, the L/C Liens will be the only security
interests existing in the Cash Collateral, the Court ruled.

Upon execution and delivery of the L/C Facility Documents, the
L/C Facility Documents will constitute valid and binding
obligations of the Borrowers, and enforceable against each
Borrower party.  No obligation, payment, transfer or grant of
security under the L/C Facility Documents or this Interim Order
shall be stayed, restrained, voidable, or recoverable under the
Bankruptcy Code or under any applicable law.

Except as expressly provided in the Interim Order or in the L/C
Facility, the L/C Liens, the Superpriority Claims and all other
rights and remedies of the Administrative Agent, the L/C Issuer
and the Lenders will survive, and will not be modified, impaired
or discharged by (i) the conversion of the Debtors' cases under
Chapter 7 of the Bankruptcy Code, or (ii) the confirmation the
Prepackaged Plan of Reorganization.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/citinterimdiporder.pdf

A hearing to consider final approval of the Debtors' request is
scheduled on November 23, 2009, at 2:30 p.m., prevailing Eastern
Time.  Objections to the Court's entry of a final order must be
filed no later than 4:00 p.m., prevailing Eastern time, on
November 19, 2009.

                        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: Proposes to Restrict Trading to Preserve $6 Bil. NOLs
----------------------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC,
have recently incurred, and are currently incurring, significant
net operating losses for U.S. federal income tax purposes.
Specifically, for tax periods through the 2008 tax year, the
Debtors have reported on their federal income tax returns
approximately $3.6 billion of consolidated NOLs.  As of
September 30, 2009, the Debtors estimate that they have incurred
additional NOLs of approximately $2.4 billion.  The Debtors will
likely generate additional NOLs for the portion of the 2009 tax
year preceding the effective date of the Prepackaged Plan of
Reorganization.

In addition to NOLs, the Debtors have alternative minimum tax
credits estimated to be approximately $100 million and, depending
on the amount of cancellation of indebtedness income realized as a
result of the Plan, may have net unrealized built-in tax losses,
according to Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York.

Mr. Galardi explains that the Tax Attributes are of significant
value to the Debtors and their estates because the Debtors can
carry forward their NOLs to offset their future taxable income for
up to 20 taxable years, thereby reducing their future aggregate
tax obligations and freeing up funds to meet working capital
requirements and service debt.

In addition, the NOLs may also be utilized by the Debtors to
offset any taxable income generated by transactions completed
during the Chapter 11 cases.

The Debtors sought and obtained interim authority from the Court
to protect and preserve their valuable Tax Attributes by
establishing procedures regarding the trading of CIT equity
securities that must be complied with before those trades or
transfers become effective.  The Debtors also seek permission to
establish notice and hearing procedures regarding the trading of
certain claims against the Debtors.

                  Equity and Claims Trading Procedures

The Debtors will abide by these procedures with respect to trading
in Equity Securities of CIT:

  (1) Any person or entity as defined in Section 1.382-3(a) of
      the Treasury Regulations who currently owns CIT Stock in
      an amount sufficient to qualify that person or entity as a
      Substantial Shareholder, or becomes a Substantial
      Shareholder, must file with the Court a notice of that
      status.

      A "Substantial Shareholder" is any person or entity which
      beneficially owns (i) at least 9,500,000 shares of the
      common stock of CIT, representing approximately 4.75% o
      all issued and outstanding common shares, or (ii) at least
      4.50% of CIT 8.75% Non-Cumulative Perpetual Convertible
      Preferred Stock, Series C, as of the date immediately
      prior to the date of filing of a Notice of Proposed
      Transfer.

  (2) Prior to effectuating any transfer of equity securities
      that would result in an increase in the amount of CIT
      Stock beneficially owned by a Substantial Shareholder or
      would result in a person or entity becoming a Substantial
      Shareholder, the Substantial Shareholder will file
      advance written notice of the intended transfer of Equity
      Securities.

  (3) A Substantial Shareholder who wishes to effectuate any
      transfer that would result (i) in a decrease in the amount
      of CIT Stock it beneficially owns by a Substantial
      Shareholder, or (ii) in a person or entity ceasing
      to be a Substantial Shareholder, must file an advance
      written notice.

  (4) The Debtors will have five days after receipt of a Notice
      of Proposed Transfer to object to the Transfer, on the
      grounds that the Transfer may adversely affect the
      Debtors' ability to utilize their Tax Attributes.  The
      contested Transfer will not be effective unless approved
      by a final and non-appealable order of the Court.  Absent
      the Debtors' objection, the Transfer may proceed.

These procedures will apply to trading in Claims of the Debtors:

  (1) Any person or entity who currently is or hereafter becomes
      a Substantial Claimholder will file with the Court a
      notice of that status on or before 10 days after the
      Court's Order or 10 days after becoming a Substantial
      Claimholder.

  (2) Prior to effectuating any acquisition or other transfer of
      Claims that would result in (i) an increase in the dollar
      amount of Claims beneficially owned by a Substantial
      Claimholder or (ii) a person or entity becoming a
      Substantial Claimholder, the Proposed Claims Transferee
      Will file with the Court an advance written notice of the
      intended transfer of Claims.

  (3) The Debtors will have five calendar days after receipt of
      Notice of Proposed Transfer to object to the Transaction
      on the grounds that the Transfer may adversely affect the
      Debtors' ability to utilize their Tax Attributes.  If the
      Debtors file an objection, the Transaction will not be
      effective unless approved by the Court on a final basis.
      If the Debtors do not file an objection, the Transaction
      may proceed.

  (4) No person or entity will be subject to the Advance Notice
      provision with respect to any Transfer, provided that the
      Transfer is not for a principal purpose of obtaining stock
      in the reorganized Debtors or permitting the transferee to
      benefit from the losses of the Debtors.  Any Transferee
      who becomes a Substantial Claimholder must file with
      the Court a notice of that status.

Absent the imposition of the Procedures, unrestricted trading or
transfers of claims and equity securities could severely limit or
even eliminate the Debtors' ability to use their Tax Attributes,
which are valuable assets of the Debtors' estates, thereby
affecting their overall reorganization process, Mr. Galardi avers.

Specifically, unrestricted trading of CIT equity securities and
claims could adversely affect the Debtors' Tax Attributes if:

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

  (b) the beneficial ownership of claims against the Debtors
      that are currently held by "Qualified Creditors" under the
      applicable tax regulations is transferred, prior to
      consummation of the Plan, and those Claims would be
      converted under the Plan into a 5% or greater block of
      the stock of the reorganized Debtors.

Under Section 382(l)(5)(E) of the IRC, a creditor whose claim is
exchanged for stock under a Chapter 11 plan is a "Qualified
Creditor," if that Claim either (i) has been owned by the Creditor
for 18 or more months prior to the Petition Date, or (ii) arose in
the ordinary course of the Debtors' business and was at all times
beneficially owned by that Creditor, Mr. Galardi explains.

Mr. Galardi notes that an "ownership change" must occur pursuant
to consummation of the plan in order for the Debtors to qualify
for the favorable valuation rule of IRC Section 382(l)(6), which
that if a corporation undergoes an ownership change pursuant to a
reorganization plan, the appropriate value of the Debtors for
purposes of calculating the Section 382 limitation "[will reflect
the increase in value of the Debtors resulting from any surrender
or cancellation of creditors' claims in the transaction."

Thus, assuming the value of the Debtors increases as a result of
the reorganization, IRC Section 382(l)(6) will provide for a
higher annual limitation than would preserve the Debtors' ability
to use a greater portion of their Tax Attributes to offset any
post-change of ownership income.

Preventing an ownership change prior to the effective date of
their Plan will also benefit the estates by ensuring that the
reorganized Debtors will have greater use of their Tax Attributes
to offset any income arising on or prior to the effective date of
the Plan, Mr. Galardi says.

The terms of the Interim Order, Judge Gropper ruled, will not
apply to Icahn Partners LP, Icahn Partners Master Fund, LP, Icahn
Partners Master Fund II LP, Icahn Partners Master Fund III LP,
High River Limited Partnership and their affiliates.  Judge
Gropper added that final relief of the Motion, if granted, will
not apply to the Icahn Parties.

Any objections to the entry of a final order on the Motion must be
filed with the Court no later than on November 19, 2009.  Judge
Gropper will hold a hearing to consider those objections on
November 23.  The Interim Order will remain in effect until the
final hearing and unless otherwise ordered by the Court.

                        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: Stipulation for Status Quo of JPM L/C Facility
---------------------------------------------------------
Prior to the Petition Date, CIT Group, Inc., and JPMorgan Chase
Bank, N.A., as administrative agent, entered into a five-year
Letter of Credit Issuance and Reimbursement Agreement, dated
May 23, 2005, through which a $750 million standby letter of
credit facility was extended by a syndicate of approximately 27
banks, with JPMorgan being the lead bank.

As of the Petition Date, the Debtors had drawn approximately
$350 million on the JPM L/C Facility.  The L/Cs outstanding under
the JPM L/C Facility were primarily requested by CIT's non-Debtor
affiliates (i) on behalf of a customer needing a letter of credit
for its business purposes, and (ii) to assure payment of
obligations to an existing customer.

The orderly and continued administration of the letters of credit
outstanding under the JPM L/C Facility is thus essential to CIT
and its non-Debtor affiliates to allow for continued effective
operations and maintenance of customer relationships, Gregg M.
Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New
York, tells the Court.

Mr. Galardi relates that JPMorgan asserted, prior to the Petition
Date, conditions to issuance, renewal extension, or increase of
letters of credit under the JPM L/C Facility "may not have been
satisfied or may have been subject to dispute."  Thus, CIT entered
into the Cash Collateral Agreement dated October 6, 2009, with
JPMorgan and certain other parties to the JPM L/C Facility
Agreement in order to induce JPMorgan and the Lenders to continue
to issue new L/Cs under the JPM L/C Facility Agreement, to renew
or extend letters of credit previously issued that would otherwise
expire, and to increase any Letter of Credit previously issued
under the JPM L/C Facility.

Pursuant to the Cash Collateral Agreement, CIT deposited
approximately $100,000,000 with JPMorgan under the JPM L/C
Facility, as cash collateral for subsequently issued letters of
credit.  Prior to issuing letters of credit on behalf of the CIT,
its non-Debtor subsidiaries, the party requesting the letter of
credit, was required to co-sign an application, "to be jointly and
severally liable with CIT for any reimbursement obligation arising
from the drawing of [that] letter of credit."

In addition, CIT reached agreement with the counter-parties to the
JPM L/C Facility with respect to the treatment of claims arising
under the Facility under the Debtors' Prepackaged Plan of
Reorganization, according to Mr. Galardi.

JPMorgan further asserted that as a result of the Chapter 11
cases, no letter of credit under the JPM L/C Facility Agreement
can be issued, renewed, extended, or amended after the Petition
Date, Mr. Galardi notes.

In this regard, CIT seeks the Court's permission to enter into and
perform under the terms of a stipulation in order to avoid the
deleterious effects of further disputes and preserve the status
quo with respect to the JPM L/C Facility until the final
settlement embodied in the Plan can be effectuated.

            Terms of the JPM L/C Facility Stipulation

The key terms of the Stipulation between CIT and JPMorgan are:

  (1) JPMorgan will retain possession of the Cash Collateral for
      the duration of the Chapter 11 cases and until the
      consummation of the Plan, including the $400,000 retainer
      for counsel specified in the Cash Collateral Agreement.

  (2) To the extent of any drawings on letters of credit under
      the JPM L/C Facility after the Petition Date but before
      the effective date of the Plan, to the extent JPMorgan
      holds Cash Collateral supporting the drawn Letter of
      Credit, JPMorgan will be authorized to apply the Cash
      Collateral to the reimbursement obligations arising from
      that drawing.  Otherwise, the Debtor will pay or cause to
      be paid the reimbursement obligation in full when due in
      accordance with the L/C Facility Agreement.

  (3) The automatic stay under Section 362 of the Bankruptcy
      Code will be lifted to the extent necessary to permit the
      applications of Cash Collateral and payments.

  (4) All claims for reimbursement obligations arising from
      drawings of letters of credit -- the LC Claims -- will be
      allowed and classified as a separate class.  Upon the
      effective date of the Plan, (i) the Debtor will deliver or
      cause to be delivered to JPMorgan cash collateral in an
      amount not to be less than 103% of the total outstanding
      letters of credit on the effective date, and (ii) any
      claims of the Debtors, their estates, subsidiaries, or
      affiliates against the lender parties with respect to the
      L/C Facility Agreement, will be forever released.  On the
      effective date of the Plan and the delivery to the
      Issuing Bank of the cash collateral, JPMorgan will release
      and discharge the Applicants and Account Parties, other
      than CIT, for any then existing or thereafter arising
      reimbursement obligations.  On or before the effective
      date, all fees and other charges owing from CIT to
      JPMorgan under or in respect of the JPM L/C Facility
      will be paid in full.

  (5) The Stipulation will terminate automatically upon (i) the
      effective date of the Plan, (ii) the treatment under the
      Plan of the claims arising out of the JPM L/C Facility
      Agreement will be modified, (iii) the failure of the Court
      to approve the Stipulation by November 6, 2009, or the
      the Court's reinstitution of the Stay, (iv) the material
      breach by either party of any of its obligations under the
      Stipulation, or (v) and action by CIT to institute
      litigation seeking to restrain JPMorgan from pursuing any
      remedy against the Applicants or Account Parties.

  (6) Until the Termination Date, so long as CIT complies with
      its obligations under the Stipulation, JPMorgan will
      forbear from pursuing any non-Debtor Applicant or Account
      Party for any reimbursement obligation under the JPM L/C
      Facility Agreement for which either of them may be alleged
      to be liable.

The Stipulation does not require CIT to post any collateral
additional to that already provided, and would accordingly serve
as "the most efficient and cost-effective means of bridging the
gap between the Petition Date and the consummation of the proposed
Plan's final settlement of disputes arising under the JPM L/C
Facility," Mr. Galardi tells the Court.

In this regard, the Stipulation will provide a seamless and well-
managed transition into Chapter 11 restructuring for the JPM L/C
Facility and will thus minimize disruption to CIT and its estate,
Mr. Galardi avers.

                        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: Sues to Enjoin Actions Against Non-Debtor Unit
---------------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC
filed an adversary proceeding, assigned as Case No. 09-01713,
seeking a preliminary injunction precluding lessors and indenture
trustees under "lease-in, lease-out" transactions of railcars from
exercising remedies against CIT's non-debtor subsidiary The CIT
Group/Equipment Finance, Inc., its property or other interests.

The Lessor Defendants are M&T Credit Services, LLC; Siemens
Financial Services, Inc.; Fifth Third Leasing Company; Wells Fargo
Bank Northwest, N.A.; Wells Fargo Bank, N.A.; INEOS Polymers,
Inc.; Wells Fargo Equipment Finance, Inc.; North America Rail
Leasing #2 LLC; and BNY Midwest Trust Company.

The Indenture Trustee Defendants are Manufacturers and Traders
Trust Company and Wilmington Trust Company.

In the alternative, the Debtors ask the Court to extend and apply
the automatic stay under Section 362(a) of the Bankruptcy Code to
stay the enforcement of the Additional Default Remedies against
CIT-EF, its property or other interests.

CIT Group, Inc., through various subsidiaries, including CIT-EF,
among other things, operates railcar and locomotive leasing
fleets, covering most bulk industries in North America.  This
business line of CIT is commonly referred to as "CIT Rail."

Each of CIT Rail's Headlease Transactions consists of two leases:
a headlease and a sublease.  In each Headlease Transaction, CIT-EF
enters into or assumes an equipment headlease with a lessor for
the lease of Leased-In Railcars.  CIT-EF then enters into various
subleases with its customers, whereby CIT-EF leases to them the
Leased-In Railcars associated with the Headlease Transactions.

As of September 2009, there are approximately 28,493 Leased-In
Railcars in CIT and its affiliates' railcar fleet, and the
contractual rents owed to CIT-EF under the Subleases with respect
to the Leased-In Railcars were approximately $12.8 million per
month.  Presently, CITEF maintains 41 separate Headlease
Transactions.

Specifically, each of the 20 CIT Rail Trust Headleases provides
that if at any time, the credit rating with respect to CIT's
senior unsecured indebtedness falls below BBB by Standard & Poor's
Rating Services or Baa2 by Moody's Investors Service, Inc., then
all existing Subleases will, at CIT-EF's election, be either (i)
subject and subordinate to the Headlease, or (ii) assigned to the
Lessor as security for CIT-EF's obligations under the Headlease.

On April 24, 2009, a downgrade event occurred, as S&P downgraded
CIT's unsecured debt rating from BBB to BBB- and Moody's
downgraded CIT from Baa2 to Ba2.  As a result, on or about
June 17, 2009, CIT-EF sent a Notice of Downgrade Event to each
Lessor, stating that CIT-EF had elected to assign Subleases to the
Leased-In Railcars to the Lessor as security for CIT-EF's
obligations under each of the Headleases.

Each Headlease provides that CIT's filing of a bankruptcy case is
an event of default under the Headlease.  In turn, each Indenture
provides that the Event of Default under the Headlease operates as
an event of default under the Indenture.  The occurrence of an
Event of Default will permit the Lessors and Indenture Trustee to
seek to effectuate certain remedies and other default remedies.

Under each of the Headleases, following an Event of Default, the
Lessor is entitled to demand a liquidated damages payment equal to
a stipulated loss value.  Stipulated Loss Value is generally
designed to allow the Lessor to: (i) repay indebtedness incurred
under the Indenture or otherwise in connection with the Headlease
Transaction; (ii) recoup the equity investment made by the Lessor
or Owner Participant as well as a return; and (iii) provide
additional compensation for certain adverse tax consequences as a
result of the acceleration of income resulting from the early
termination of the Headlease.

The aggregate Stipulated Loss Values for the Leased-In Railcar
fleet under the Headlease Transactions is approximately
$1.65 billion.  If Stipulated Loss Value is demanded and paid, the
Lessor would be required to mitigate its damages, which could
include the transfer of all right, title and interest in the
Leased-In Railcars to CIT-EF.

Significantly, whether or not the Lessor demands payment of
Stipulated Loss Value, the Lessor also may, as part of its
Additional Default Remedies, take effective control of the
Railcars involved in its Headlease Transaction by: (i) terminating
the Headlease; (ii) requiring the return and storage of Leased-In
Railcars that are not subject to Subleases; and
(iii) with respect to those Railcars that are subject to
Subleases, foreclosing upon CIT-EF's rights and interests in the
Subleases.

Upon the Event of Default triggered by the bankruptcy filing, the
Indenture Trustee and Security Trustee are empowered under the
Indentures and Security Agreements to control the Lessor's
exercise of the Additional Default Remedies under the Headlease.
The Indenture Trustee or the Security Trustee generally acts on
the instruction of the majority in interest of the Loan
Participants under the specific Headlease Transaction for which it
acts as trustee.

As a further consequence of the Event of Default, the Indenture
Trustees under leveraged leases called the Bombardier Leveraged
Leases and the Lessors under the applicable Bombardier Single-
Investor Leases, may issue the Payment Direction Letters to the
Sublessees whereby Sublessees would be instructed to pay rent
directly to the Indenture Trustees.

Steven J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle,
LLP, in New York, tells the Court that the Adversary Proceeding
seeks to restrain the Defendants' exercise of the Additional
Default Remedies -- those remedies other than demand for payment
of Stipulated Loss Value and any other amounts due and payable
under the Headleases -- during the pendency of the Debtors'
Chapter 11 Cases.  The exercise of the Additional Default Remedies
would not result in any greater payments, proceeds or value to the
Lessors or the Indenture Trustees than they would receive from the
payment of Stipulated Loss Value, Mr. Reisman says.

However, Mr. Reisman asserts that the exercise of the Additional
Default Remedies would likely destroy the going concern value of
the Railcars and therefore, cause the needless loss of up to
approximately $680 million of value to CIT Rail and, indirectly,
to CIT.  He adds that the exercise of the Additional Default
Remedies could result in significant damage to CIT Rail's overall
franchise value and business because the customers of the Leased-
In Railcars are also CIT Rail's customers for leasing of Company-
Owned Railcars.

Moreover, the issuance of Payment Direction Letters will likely
lead to confusion and the risk of defection by the Sublessees to
CIT Rail's competitors, Mr. Reisman adds.  In a down market and
with every customer looking for a competitive advantage, the
Payment Direction Letters may cause the perception that CIT Rail,
and ultimately CIT, has lost its standing in the marketplace due
to its inability to maintain and operate its rail fleet.  In turn,
CIT Rail will have difficulty trying to re-lease to existing
customers as they move their business to competitors.
Those defections will increase the sublease turnover rate and --
along with Defendants' potential termination of CIT's rights to
the Railcars -- further operate to damage the franchise value of
CIT Rail.

Mr. Reisman relates that over the past several weeks prior to the
Petition Date, CIT Rail has reached out to various claimholders
associated with the Headlease Transactions in an effort to obtain
a six-month forbearance on the exercise of all remedies in
exchange for a payment by CIT-EF into a securities account an
amount equal to the Headlease rent payments for the same six-month
period.  He says, as of the Petition Date, CIT has not been able
to finalize any forbearance agreements with the Defendants and
accordingly, there is nothing currently preventing Defendants from
exercising the Additional Default Remedies.

In a separate filing, the Debtors seek a temporary restraining
order precluding the Defendants from exercising against CIT-EF any
remedies under the Headlease Transactions.

In support of their request, the Debtors filed declarations of:

  * Barry Nohalty, senior vice president of CIT Rail, a full
    text copy of which is available for free at:

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

  * L.P. Harrison 3rd, member of Curtis, Mallet-Prevost, Colt &
    Mosle, LLP, proposed conflicts counsel for CIT Group, Inc.,
    a full-text copy of which is available for free at;

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

  * Barry Kingham, a member of Curtis, Mallet-Prevost, Colt &
    Mosle, LLP, a full-text copy of which is available for free
    at http://bankrupt.com/misc/cit_kinghamdecl.pdf

                   Loan Participants React

The Loan Participants of CIT Rail Trust 2006-1, CIT Rail Trust
2006-2, CIT Rail Trust 2006-3, CIT Rail Trust 2007-1 and CIT Rail
Trust 2007-2, object to the Debtors' requests and argue that it is
indisputable that the TRO and Stay Extension sought constitute
extraordinary relief that should only be granted upon the
unequivocal demonstration by the Debtors that the parties affected
by the TRO or Stay Extension will not be prejudiced by the
requests.

According to the Loan Participants' counsel, Michael J. Sage,
Esq., at Dechert LLP, New York, the Debtors have failed to
demonstrate a sufficient basis for the entry of the TRO and Stay
Extension and the Court should not bar the Loan Participants from
exercising their contractual rights against a non-debtor
subsidiary of the Debtors without the modifications to the
relevant orders enumerated in this Limited Objection.

Although the Debtors assert that enjoined parties like the Loan
Participants will not be prejudiced because the TRO and Stay
Extension do not enjoin payment of Stipulated Loss Value, Mr. Sage
complains that the proposed TRO and Stay Extension do not:

  (a) identify how and when the Loan Participants will be paid
      if the Loan Participants choose to seek payment of
      Stipulated Loss Value;

  (b) identify what rights the Loan Participants have against
      the Debtors or CIT-EF if the Stipulated Loss Value is not
      paid;

  (c) exclude actions necessary to obtain or facilitate payment
      of Stipulated Loss Value from the proposed injunction;

  (d) state that the obligations of the enjoined parties,
      including mitigation, if any, under their applicable
      transaction documents are not being expanded by the TRO
      and Stay Extension; and

  (e) expressly exclude aircraft from the scope of the
      injunction.

If the Debtors cannot provide the Loan Participants with certainty
of payment in the event the Loan Participants determine to seek
Stipulated Loss Value, the record will not support entry of the
TRO and Stay Extension, Mr. Sage argues.

Accordingly, the Loan Participants ask that in the event the TRO
and Stay Extension are granted by the Court, the TRO and Stay
Extension provide the necessary clarifications and certainty
required to protect the Loan Participants from being unduly
prejudiced.

The Loan Participants also expressly reserve (a) their right to
object to the entry of any preliminary and final injunction and
(b) all of their other rights, powers, privileges, remedies,
claims and defenses, including without limitation their right to
seek adequate protection for the use of their cash collateral from
November 1, 2009, until the date the Loan Participants receive
full payment in cash of Stipulated Loss Value.

                        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: Wilmington Trust Serves as Agent, Not A Creditor
-----------------------------------------------------------
Wilmington Trust is serving as trustee for certain equipment
financing transactions involving CIT Group Inc., which filed for
Chapter 11 protection on Sunday, November 1, 2009 in the United
States Bankruptcy Court, Southern District of New York.

News reports may have led some observers to believe that
Wilmington Trust has loaned money to CIT Group.  In fact,
Wilmington Trust is not a creditor of CIT Group.  Wilmington Trust
serves as indenture trustee, transfer agent, registrar, and paying
agent in various equipment financing transactions involving CIT.
Wilmington Trust is paid a fee for these providing these trustee
services.  CIT's bankruptcy has no effect on Wilmington Trust's
balance sheet, credit quality, or financial condition.

Wilmington Trust's CCS business offers institutional trustee,
agency, asset management, retirement plan, and administrative
services for clients worldwide who use capital market financing
structures, as well as those who seek to establish or maintain
nexus, or legal residency, for special purpose entities.  Because
Wilmington Trust does not underwrite securities offerings or
provide investment banking services, it is able to deliver
corporate trust services that are conflict-free.

                      About Wilmington Trust

Wilmington Trust Corporation is a financial services holding
company that provides Regional Banking services throughout the
mid-Atlantic region, Wealth Advisory Services for high-net-worth
clients in 36 countries, and Corporate Client Services for
institutional clients in 88 countries.  Its wholly owned bank
subsidiary, Wilmington Trust Company, which was founded in 1903,
is one of the largest personal trust providers in the United
States and the leading retail and commercial bank in Delaware.
Wilmington Trust Corporation and its affiliates have offices in
Arizona, California, Connecticut, Delaware, Florida, Georgia,
Maryland, Massachusetts, Michigan, Minnesota, Nevada, New Jersey,
New York, Pennsylvania, South Carolina, Vermont, the Cayman
Islands, the Channel Islands, London, Dublin, Frankfurt,
Luxembourg, and Amsterdam.

                           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)


CITY INNS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: City Inns Unlimited
        PO Box 1307
        Staunton, VA 24401

Bankruptcy Case No.: 09-51801

Chapter 11 Petition Date: November 4, 2009

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

Judge: Chief Judge Ross W. Krumm

Debtor's Counsel: Lucy Ivanoff, Esq.
                  Ivanoff Law
                  P.O. Box 88
                  Staunton, VA 24402
                  Tel: (540) 885-3355
                  Email: li@ivanofflaw.com

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

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

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

         http://bankrupt.com/misc/vawb09-51801.pdf

The petition was signed by Michael Organ, general partner of the
Company.


CHINA VOICE: Recurring Losses Prompt Going Concern Doubt
--------------------------------------------------------
Jimmy C.H. Cheung & Co, in Hong Kong, expressed substantial doubt
about China Voice Holding Corp. and subsidiaries' ability to
continue as a going concern after auditing the Company's
consolidated financial statements as of, and for the fiscal years
ended, June 30, 2009, and 2008.  The auditors pointed to the
Company's net losses and accumulated deficits during the past two
fiscal years.  Additionally, the auditors reported that the
Company has used cash flow in operations of approximately
$2,519,395 and $4,170,590 in fiscal 2009 and 2008, respectively.

China Voice reported a net loss of $6,281,171 on revenues of
$751,723 for the year ended June 30, 2009, compared with a net
loss of $5,277,203 on revenues of $309,343 for the prior year.

The increase in net loss is primarily the result of the $6,214,574
non-cash impairment loss, offset by the $4,648,937 income arising
from the Flint Telecom Group sale and reduced operating expenses.

At June 30, 2009, the Company's consolidated balance sheets showed
$19,028,361 in total assets, $5,394,858 in total liabilities, and
$13,633,503 in total shareholders' equity.

A full-text copy of the Company's consolidated financial
statements for the year ended June 30, 2009, is available for free
at http://researcharchives.com/t/s?4857

Based in Boca Raton, Fla., China Voice Holding Corp. --
http://www.chvc.com/-- is a U.S. publicly-traded holding company
with a portfolio of next-generation communications products and
services doing business in the People's Republic of China, where
the Company has obtained full legal status as a licensed Chinese
telecommunications company.  Through its subsidiaries, the Company
provides Voice over Internet Protocol telephone services, office
automation, wireless broadband, unified messaging, video
conferencing, mobility services and other advanced voice and data
services.  CHVC's focus is on providing its innovative and
patented voice and data solutions to government agencies and large
enterprises in China.


CLOROX COMPANY: Reports $157-Mil. Net Earnings for Sept. 30 Qtr
---------------------------------------------------------------
The Clorox Company reported net earnings of $157 million on net
sales of $1.37 billion for its fiscal first quarter ended
September 30, 2009, compared to net earnings of $128 million on
net sales of $1.38 billion for the same period a year ago.

Net sales decreased 1% while volume increased 1%.  The volume
increase was primarily driven by increased shipments of Clorox(R)
disinfecting wipes due to the H1N1 flu pandemic and increased
distribution of food products primarily due to effective marketing
of Hidden Valley(R) bottled salad dressing.  Also contributing to
the increase in volume was the launch of the Green Works(TM)
natural laundry products and increased shipments of Pine-Sol(R).
Partially offsetting these volume increases were lower shipments
of Glad(R) products primarily due to competitive activity in the
trash category and the exit from a private-label food bags
business.  Volume growth outpaced net sales growth primarily due
to unfavorable foreign exchange rates (approximately 150 basis
points), unfavorable product mix (approximately 150 basis points)
and increased trade spending (approximately 120 basis points),
partially offset by the benefit of pricing actions (approximately
270 basis points).

"We had a great first quarter, especially given the continued
challenging economic environment and the impact of weaker foreign
currencies," said Chairman and CEO Don Knauss.  "Most of our
businesses performed well, and we exceeded our earnings
expectations due to strong sales of disinfecting products related
to the H1N1 flu pandemic.  We also delivered our third consecutive
quarter of significant gross margin improvement."

As of September 30, 2009, Clorox had $4.59 billion in total
assets, including $237 million in cash and cash equivalents,
against $4.64 billion in total liabilities, resulting in
stockholders' deficit of $47 million.  The September 30 balance
sheet also showed strained liquidity: Clorox had $1.20 billion in
total current assets against $1.86 billion in total current
liabilities.

At September 30, 2009, the Company had $455 million of commercial
paper outstanding at a weighted average interest rate of 0.3%.
The Company continues to successfully issue commercial paper.
Volatility in the capital markets may increase costs associated
with issuing commercial paper or other debt instruments or affect
the Company's ability to access those markets.  Notwithstanding
these adverse market conditions, the Company believes that current
cash balances and cash generated by operations, together with
access to external sources of funds, will be sufficient to meet
the Company's operating and capital needs in the foreseeable
future.

In January 2010, $575 million of debt will become due and payable.
The Company anticipates that the debt repayment will be made
through a partial refinancing through the use of a combination of
long-term and short-term debt, and operating cash flows.

In fiscal year 2008, the Company began a restructuring plan that
involves simplifying its supply chain and other restructuring
activities (Supply Chain and Other restructuring plan), which was
subsequently expanded to include additional costs, primarily
severance, associated with the Company's plan to reduce certain
staffing levels.

The Supply Chain restructuring involves closing certain domestic
and international manufacturing facilities.  The Company is
redistributing production from these facilities between the
Company's remaining facilities and third-party producers to
optimize available capacity and reduce operating costs. The
Company anticipates the Supply Chain restructuring will be
completed in fiscal year 2012.

During the three months ended September 30, 2009, the Company
recognized $2 million of restructuring costs in Corporate.
Additionally, the Company recognized restructuring-related costs
associated with the Supply Chain and Other restructuring plan of
$1 million and $3 million, included in selling and administrative
expenses and cost of products sold, respectively.  Of these
amounts, $2 million, $1 million and $1 million were related to the
Cleaning and Household segments and Corporate, respectively.

During the three months ended September 30, 2008, the Company
recognized $1 million of restructuring costs in the Cleaning
segment.  In addition, the Company recognized in cost of products
sold restructuring-related costs associated with the Supply Chain
and Other restructuring plan of $5 million.  Of these amounts, $1
million, $3 million and $1 million were related to the Cleaning,
Household and International segments, respectively.

Total costs associated with the Supply Chain and Other
restructuring plan since inception through September 30, 2009,
were $104 million, of which $31 million, $41 million, $12 million
and $20 million related to the Cleaning, Household, International
segments and Corporate, respectively.

The Company anticipates incurring approximately $18 million to $25
million of Supply Chain and Other restructuring-related charges in
fiscal year 2010, of which approximately $2 million are expected
to be noncash related.  The Company anticipates approximately $5
million to $8 million of the fiscal year 2010 charges to be in
Corporate and $9 million to $11 million to be in the Cleaning
segment, of which approximately $7 million to $9 million are
expected to be recognized as cost of products sold charges.  The
remaining estimated charges of $4 million to $6 million are
expected to be recognized as cost of products sold in the
Household segment. The total anticipated charges related to the
Supply Chain and Other restructuring plan for the fiscal years
2011 and 2012 are estimated to be approximately $10 million to $12
million.

Total restructuring cash payments for the three months ended
September 30, 2009 were $3 million and the total accrued
restructuring liability as of September 30, 2009, was $14 million.
The total accrued restructuring liability as of June 30, 2009, was
$15 million.

The Company may, from time to time, decide to pursue additional
restructuring-related initiatives that involve charges in future
periods.

               Fiscal 2010 Financial Outlook Raised

Clorox continues to anticipate fiscal year 2010 sales growth in
the range of 1% to 2%.  This reflects the benefit of more
favorable foreign currency outlook, offset by the impact of higher
trade-promotion spending.  Clorox now anticipates gross margin
improvement in the range of 100 to 150 basis points, compared with
180 basis points of improvement in fiscal year 2009.  This revised
outlook assumes that improved currencies will more than offset the
impact of higher trade-promotion spending and increased commodity
costs, which the Company now anticipates will be less favorable
than previously anticipated.

Clorox now anticipates diluted EPS in the range of $4.05 to $4.20.
This outlook represents a high single-digit to low double-digit
increase, on top of 17% diluted EPS growth in fiscal year 2009.
This updated outlook includes an anticipated reduction of 2 cents
diluted EPS as a result of the aforementioned new accounting
standard. Clorox continues to anticipate that the foreign currency
transaction impact in "Other expense, net" will remain high due to
currency exchange restrictions and costs in Venezuela.

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?486a

                     About The Clorox Company

Based in Oakland, California, The Clorox Company (NYSE: CLX) --
Http://www.TheCloroxCompany.com/ -- manufactures and markets
consumer products with fiscal year 2009 revenues of $5.5 billion.
Clorox markets some of consumers' most trusted and recognized
brand names, including its namesake bleach and cleaning products,
Green Works(R) natural cleaners, Armor All(R) and STP(R) auto-care
products, Fresh Step(R) and Scoop Away(R) cat litter, Kingsford(R)
charcoal, Hidden Valley(R) and K C Masterpiece(R) dressings and
sauces, Brita(R) water-filtration systems, Glad(R) bags, wraps and
containers, and Burt's Bees(R) natural personal care products.
With approximately 8,300 employees worldwide, the company
manufactures products in more than two dozen countries and markets
them in more than 100 countries.


CLOROX COMPANY: To Issue $300,000,000 of 3.55% Senior Notes
-----------------------------------------------------------
The Clorox Company filed documents with the Securities and
Exchange Commission regarding its plan to issue $300,000,000 of
3.55% Senior Notes due 2015.  The Notes will mature November 1,
2015.  The Company will issue the Notes at the proposed issue
price of 99.830%.

The Company will use the net proceeds to retire certain commercial
paper obligations.

The Joint Book-Running Managers are Citigroup Global Markets Inc.;
J.P. Morgan Securities Inc.; Wells Fargo Securities, LLC.  The
Senior Co-Managers are BNP Paribas Securities Corp.; Goldman,
Sachs & Co.; and Mitsubishi UFJ Securities (USA), Inc.  The
Co-Managers are PNC Capital Markets LLC; The Williams Capital
Group, L.P.; Fifth Third Securities, Inc. and Blaylock Robert Van,
LLC.

A full-text copy of the free writing prospectus is available at no
charge at http://ResearchArchives.com/t/s?486b

A full-text copy of the preliminary prospectus is available at no
charge at http://ResearchArchives.com/t/s?486c

Meanwhile, the Company filed with the SEC Post-Effective Amendment
No. 1 relating to its Automatic Shelf Registration Statement on
Form S-3 (File No. 333-146472), filed on October 3, 2007.  The
Company filed Post-Effective Amendment No. 1 pursuant to Rule
462(d) under the Securities Act of 1933, as amended, primarily to
file (i) a form of Supplemental Indenture, which designates Wells
Fargo Bank, National Association as a trustee under the Indenture
dated as of October 9, 2007 between the Company and The Bank of
New York Trust Company, N.A., as trustee and (ii) a Statement of
Eligibility on Form T-1 of Wells Fargo Bank, National Association
to act as trustee under the Indenture.

The Bank of New York Trust Company, N.A. will continue to act as
trustee with respect to the Company's 5.45% Senior Notes due 2012,
5.00% Senior Notes due 2013, and 5.95% Senior Notes due 2017 and
with respect to any other series of debt securities issued under
the Registration Statement for which it is designated as trustee,
and identified as such in the applicable prospectus supplement.
Wells Fargo Bank will act as trustee with respect to any series of
debt securities issued under the Registration Statement for which
it is designated as trustee, and identified as such in the
applicable prospectus supplement.

A full-text copy of Post-Effective Amendment No. 1 is available at
no charge at http://ResearchArchives.com/t/s?486d

                     About The Clorox Company

Based in Oakland, California, The Clorox Company (NYSE: CLX) --
Http://www.TheCloroxCompany.com/ -- manufactures and markets
consumer products with fiscal year 2009 revenues of $5.5 billion.
Clorox markets some of consumers' most trusted and recognized
brand names, including its namesake bleach and cleaning products,
Green Works(R) natural cleaners, Armor All(R) and STP(R) auto-care
products, Fresh Step(R) and Scoop Away(R) cat litter, Kingsford(R)
charcoal, Hidden Valley(R) and K C Masterpiece(R) dressings and
sauces, Brita(R) water-filtration systems, Glad(R) bags, wraps and
containers, and Burt's Bees(R) natural personal care products.
With approximately 8,300 employees worldwide, the company
manufactures products in more than two dozen countries and markets
them in more than 100 countries.

As of September 30, 2009, Clorox had $4.59 billion in total
assets, including $237 million in cash and cash equivalents,
against $4.64 billion in total liabilities, resulting in
stockholders' deficit of $47 million.  The September 30 balance
sheet also showed strained liquidity: Clorox had $1.20 billion in
total current assets against $1.86 billion in total current
liabilities.

At September 30, 2009, the Company had $455 million of commercial
paper outstanding at a weighted average interest rate of 0.3%.
The Company continues to successfully issue commercial paper.
Volatility in the capital markets may increase costs associated
with issuing commercial paper or other debt instruments or affect
the Company's ability to access those markets.  Notwithstanding
these adverse market conditions, the Company believes that current
cash balances and cash generated by operations, together with
access to external sources of funds, will be sufficient to meet
the Company's operating and capital needs in the foreseeable
future.

In January 2010, $575 million of debt will become due and payable.
The Company anticipates that the debt repayment will be made
through a partial refinancing through the use of a combination of
long-term and short-term debt, and operating cash flows.


CONGOLEUM CORP: Asks Judge to Extend DIP Agreement with Wachovia
----------------------------------------------------------------
Law360 reports that Congoleum Corp. has asked the Bankruptcy Court
to extend its debtor-in-possession financing agreement with
Wachovia Bank N.A. through the end of June 2010 while it seeks
approval of a bankruptcy plan that would resolve thousands of
asbestos claims.

As reported by the TCR on Oct. 27, 2009, Congoleum Corp. filed
with the U.S. District Court for the District of New Jersey a
Second Amended Joint Plan of Reorganization and an explanatory
disclosure statement on October 22.  The confirmation hearings are
scheduled to commence on March 29, 2010.

Congoleum filed the Second Amended Plan, at the behest of the
District Court.  After reversing an order by the bankruptcy court
that denied confirmation of Congoleum's plan and dismissing the
chapter 11 case, the District Court directed the Debtors to file a
new plan of reorganization that would provide for court review of
the payments made to claimants' counsel and requested briefing on
additional confirmation issues.

A hearing to consider the adequacy of the disclosure statement
Case to determine the adequacy of the Disclosure Statement has
been scheduled for November 19, 2009 at 9:30 a.m. before the
Honorable Joel A. Pisano.  Objections are due November 5.

In general, the Second Amended Plan provides, among other things,
for the issuance of injunctions under section 524(g) of the
Bankruptcy Code that result in the channeling of all asbestos
related liabilities of the Company into a Plan Trust.  The Second
Amended Plan also provides for the issuance of 50.1% of the shares
of newly created Congoleum common stock to the trust, and 49.9% of
the shares of newly created Congoleum common stock to the holders
of allowed senior note claims.

A copy of the Second Amended Plan is available for free at:

    http://bankrupt.com/misc/Congoleum_Plan_Oct09.pdf

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

    http://bankrupt.com/misc/Congoleum_DiscStatement_Oct09.pdf

                       About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (OTC:
CGMC) -- http://www.congoleum.com/-- manufactures and sells
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.

The Company filed for Chapter 11 protection on December 31, 2003
(Bankr. D. N.J. Case No. 03-51524) as a means to resolve claims
asserted against it related to the use of asbestos in its products
decades ago.  Richard L. Epling, Esq., Robin L. Spear, Esq., and
Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin,
Hollander & DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Various entities have filed bankruptcy plans for the Debtors.  In
February 2008, the legal representative for future asbestos-
related claimants; the asbestos claimants' committee; the official
Committee of holders of the Company's 8-5/8 % Senior Notes due
August 1, 2008; and Congoleum jointly filed a joint plan of
reorganization.  Various objections to the Joint Plan were filed.
In June 2008, the Bankruptcy Court issued a ruling that the Joint
Plan was not legally confirmable.

In August 2008, the Bondholders' Committee, the ACC, the FCR,
representatives of holders of prepetition settlements and
Congoleum entered into a term sheet describing the proposed
material terms of a new plan of reorganization and a settlement of
avoidance litigation with respect to prepetition claim settlement.
Certain insurers and a large bondholder filed objections to the
Litigation Settlement or reserved their rights to object to
confirmation of the Amended Joint Plan.  The Bankruptcy Court
approved the Litigation Settlement in October 2008.  The Amended
Joint Plan was filed in November 2008.

In January 2009, certain insurers filed a motion for summary
judgment seeking denial of confirmation of the Amended Joint Plan.
On February 26, 2009, the Bankruptcy Court rendered an opinion
denying confirmation of the Amended Joint Plan.  Moreover, the
Bankruptcy Court dismissed Congoleum's bankruptcy case.

On February 27, 2009, Congoleum and the Bondholders' Committee
appealed the Order of Dismissal and the ruling denying plan
confirmation to the U.S. District Court for the District of New
Jersey.  The District Court overturned the dismissal order, and
assumed jurisdiction of the bankruptcy proceedings.


DAUFUSKIE ISLAND: Resort Auction Reset for December 1
-----------------------------------------------------
The auction for Daufuskie Island Properties LLC's Daufuskie Island
Resort & Breathe Spa on Hilton Head Island, South Carolina, has
been reset after additional bidders for the assets emerged.

According to Bill Rochelle at Bloomberg, the Chapter 11 trustee
for Daufuskie already received a $49.5 million offer from Montauk
Resorts LLC.  However, other interest in the property surfaced,
prompting the bankruptcy judge and the parties to delay the sale
and set up new sale procedures.

Bids are now due Nov. 25. The auction and the sale-approval
hearing will be held in court in Dec. 1.  Montauk will receive a
breakup fee if it's outbid at auction.

Based in Hilton Head Island, South Carolina, Daufuskie Island
Properties LLC -- http://www.daufuskieislandresort.com/--
operates the Daufuskie Island Resort & Breathe Spa.  The company
was owned by Gayle and Bill Dixon, a San Francisco Bay area
couple.

Daufuskie Island Properties filed for Chapter 11 in January 2009
(Bankr. D. S.C. Case No. 09-00389).


DELTA AIR: Ratchets Lobbying Effort for JAL Alliance
----------------------------------------------------
Mariko Sanchanta at the Wall Street Journal in Tokyo reports that
American Airlines stepped up its lobbying effort for a stronger
alliance with Japan Airlines Corp.  American, according to the
report, told policy makers and industry executives that a deal
could offer $80 million to $100 million in new annual revenue and
cost savings beginning next summer.

The report also notes that people familiar with the matter said
rival Delta Air Lines Inc. is willing to assume costs JAL would
incur if it left its current alliance with American and joined
Delta.  Those costs could total $15 million to $20 million, these
people said, according to the report.

Delta is a member of the SkyTeam airline alliance. JAL, like
American, currently belongs to the oneworld alliance.

The alliances permit the airlines to share passengers.  JAL's
membership in an alliance would offer members access to its
lucrative Asian routes, the report notes.

Sources told the Journal that American has been showing government
officials and JAL senior management a presentation entitled the
"Oneworld Total Value Proposition."  The Journal relates that,
according to people who have seen the document, American's
presentation:

     -- shows that an American-JAL alliance would significantly
        boost JAL's revenue should the U.S. and Japan reach a new
        open-skies deal;

     -- underlines the fact that several oneworld members are keen
        to expand their relationship with JAL, including British
        Airways, which has expressed an interest in a joint
        venture with JAL.

     -- estimates a switch to the Delta alliance would cost JAL
        more than $500 million in lost revenue in the first two
        years from disentangling frequent-flier agreements and
        lost traffic shared with other airlines.

The Journal says it is unclear what the actual financial impact of
a JAL switch to SkyTeam from oneworld would be, but the process
could be complex.  "If JAL had been starting from zero, a SkyTeam
alliance would have made more sense," the Journal quotes Yoshihisa
Akai, the managing director of Japan Aviation Management Research,
a think tank, as saying.  "But extricating itself from oneworld
will be a massive task."

American and Delta are offering to buy minority equity stakes in
JAL.

The Journal notes that Edward Bastian, Delta's president, has been
in Tokyo for five of the past six weeks, said one of the people
familiar with the matter.  The Journal adds that Delta has hired
investment bank Goldman Sachs Group Inc. and public-relations firm
Fleishman-Hillard to advise it on a possible alliance with JAL.

American has tapped Global Advisory Japan, a unit of Rothschild,
the report says.

                          About AMR Corp.

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

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

                          *     *     *

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

                       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.

                             About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a Japan-
based holding company that is active in five business segments
through its 225 subsidiaries and 82 associated companies.  The Air
Transportation segment is engaged in the operation of passenger
and cargo planes.  The Air Transportation-Related segment is
engaged in the transportation of passengers and cargoes, the
preparation of in-flight food catering, the maintenance of
aircraft and land equipment, as well as the fueling business.  The
Travel Planning and Marketing segment is involved in the planning
and sale of travel packages.  The Card and Leasing segment is
engaged in the provision of finance, cards and leasing services.
The Others segment is involved in businesses related to hotels,
resorts, logistics, wholesale, retail, real estate, printing,
construction, manpower dispatch, as well as information and
communication.  The Company has numerous global operating
locations.

JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                           *     *     *

As reported by the Troubled Company Reporter on November 3, 2009,
Moody's Investors Service has downgraded the long-term debt rating
and issuer rating of Japan Airlines International Co., Ltd. To
Caa1 from B1, and will continue to review both ratings for further
possible downgrade.


EARL POINTER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Earl William Pointer
        5011 Pacific Village Dr
        Carpinteria, CA 93013

Bankruptcy Case No.: 09-14631

Chapter 11 Petition Date: November 4, 2009

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

Judge: Robin Riblet

Debtor's Counsel: Brian Nomi, Esq.
                  215 E Daily Drive Suite 28
                  Camarillo, CA 93010
                  Tel: (805) 444-5960
                  Fax: (805) 357-5333
                  Email: briannomi@yahoo.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

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

The petition was signed by Mr. Pointer.


ERIC REYBURN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eric N. Reyburn
           aka Eric N. Reyburn, as Trustee and Beneficiary
           of Various Trusts
        204 Garden Street
        Cambridge, MA 02138

Case No.: 09-20683

Chapter 11 Petition Date: November 4, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: Stephen E. Shamban, Esq.
                  Stephen E. Shamban Law Offices, P.C.
                  222 Forbes Road, Suite 208
                  P.O. Box 850973
                  Braintree, MA 02185-0973
                  Tel: (781) 849-1136
                  Email: sshamban@yahoo.com

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

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

The petition was signed by Mr. Reyburn.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Bank of America Visa                              $100,221

Chase Amazon Visa                                 $26,305

Chase Business Visa                               $494

Chase Business Visa                               $156,676

Chase Business Visa                               $54,024

Chase Business Visa                               $52,758

Discover Card                                     $5,001

First Equity Visa                                 $26,610

Home Depot Credit Services                        $24,400

Home Depot Credit Services                        $23,812

Home Depot Credit Services                        $14,321

Home Depot Credit Services                        $12,935

Home Depot Credit Services                        $42,311

Home Depot Credit Services                        $39,339

Lowes Business Account                            $31,757

Sovereign MasterCard                              $113,821
FIA Card Services

Swift Financial                                   $89,235

Wells Fargo Master Card                           $11,371

Wells Fargo Visa                                  $25,615

Wilshire Credit Corporation                       $64,462


ESCADA AG: Business to Be Sold to Megha Mittal
----------------------------------------------
Megha Mittal, a daughter-in-law of billionaire Lakshmi Mittal,
agreed to buy the main assets of Escada AG almost three months
after it declared insolvency.

The insolvency administrator of ESCADA AG said in a statement that
he signed a sale and transfer agreement with one of the Mittal
Family Trusts.  With the execution of the agreement, all key
assets of ESCADA AG's operative business as well as shares in
ESCADA AG's subsidiaries will be transferred to the Trust.
Excluded thereof are any subsidiaries, which serve as guarantor
for the ESCADA bond.  The preliminary creditors' committee has
approved the transaction.

The transaction provides for a transfer of ESCADA AG's business
operations, including employees as well as worldwide brand rights,
production facilities and the sales and distribution structure to
the Trust.  The Board of Management and the new investor have
agreed to cooperate on the basis of the business strategy launched
in mid-2008 securing continuity of the operative business. The
transaction is subject to customary antitrust approvals.

"We've found our ideal partner in the Mittal family," Escada Chief
Executive Bruno Saelzer said in the statement. Megha Mittal is
reported to have pushed for the purchase, according to news
service Deutsche Presse Agentur.

The bidding came down to three candidates: Megha Mittal, Sven Ley,
who is backed by investors from western Europe and the Middle
East, and Azmi Mikati, Financial Times Deutschland reported.

The New York post had reported that M1 Group, the Beirut-based
owner of Faconnable, was among the half dozen bidders for Escada.
But only three bidders were presented to creditors, according to
Financial Times.

                         About ESCADA AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

ESCADA AG filed of an insolvency petition in Munich, Germany, on
August 13, 2009.  The competent Municipal Court of Munich has
appointed Dr. jur. Christian Gerloff as preliminary insolvency
administrator.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  O'Melveny &
Myers LLP has been tapped as bankruptcy counsel.  Kurtzman Carson
Consultants serves as claims and notice agent.  Judge Stuart M.
Bernstein handles the case.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Escada USA
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Escada USA, and the insolvency proceedings of ESCADA AG and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


FAIRPOINT COMMUNICATIONS: Noteholders Ask For Ch. 11 Examiner
-------------------------------------------------------------
Law360 reports that the ad hoc committee of noteholders in
FairPoint Communications Inc.'s Chapter 11 case has asked a judge
to appoint an examiner, saying the telecommunications company's
business plan and public statements leading up to its filing were
unreliable due to either obfuscation or incompetence.

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)


FILENE'S BASEMENT: Fendi Loses Fight Against Deal
-------------------------------------------------
Law360 reports that Fendi SRL has failed to stave off a
$70 million agreement among several parties in the Filene's
Basement Inc. Chapter 11 case that limits how much the luxury
company could recover in its counterfeiting lawsuit against
Filene's.

Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States.  The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.

Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999.  Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year.  Retail Ventures in
April 2009 transferred the unit to Buxbaum.

Filene's Basement, Inc. and its affiliates filed for Chapter 22 on
May 4, 2009, (Bankr. D. Del. Case No. 09-11525).  James E.
O'Neill, Esq., Laura Davis Jones, Esq., Mark M. Billion, Esq.,
Michael Seidl, Esq., and Timothy P. Cairns, Esq. at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring effort.  The Debtors listed $50,000,001 to
$100,000,000 in assets and $100,000,001 to $500,000,000 in debts.

The Debtor is now formally named FB Liquidating Estate, following
the sale of all of its assets to Syms Corp. in June 2009.


FLORENTINO VILORIA: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Joint Debtors: Florentino Quilala Viloria
               Lilia Abrogar Viloria
               1492 Crosley Court
               San Jose, CA 95132

Bankruptcy Case No.: 09-59380

Chapter 11 Petition Date: October 30, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Debtor's Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  Email: KRG@ELAWS.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.


FREEDOM COMMUNICATIONS: U.S. Trustee Wants More Information
-----------------------------------------------------------
David Buchbinder, the U.S. Trustee's attorney, is asking Freedom
Communications Holdings Inc. and its subsidiaries to provide more
information about their assets, OCregister reported.

While Freedom said that it owns real estate worth $40.6 million,
it did not specify the value of each property, and did not
identify the furniture or equipment in its properties, the U.S.
Trustee pointed out.  The Company, according to the U.S. Trustee,
also did not provide any federal or state tax returns in which
operating losses would have to be disclosed, the report adds.

Attorneys for the unsecured creditors committee, OCregister
states, have already indicated they plan to challenge Freedom's
pre-packaged bankruptcy agreement with its lenders.  Under that
plan, the lenders will take control of the company and the
$770 million Freedom owes them will be reduced to $325 million.

The Company offered the unsecured creditors, who are owed
$300 million, a total of $5 million, the report says.

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

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

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


FSG-R LLC: U.S. Trustee Sets Meeting of Creditors for December 3
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in FSG-R, LLC's Chapter 11 case on Dec. 3, 2009, at 1:00 p.m.  The
meeting will be held at 300 Las Vegas Blvd., South, Room 1500, Las
Vegas, Nevada.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible 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.

Las Vegas, Nevada-based FSG-R, LLC operates a real estate
business.  The Company filed for Chapter 11 on Oct. 26, 2009,
(Bankr. D. Nev. Case No. 09-30126.)  Georganne W. Bradley, Esq.
at Kaempfer Crowell Et Al. represents the Debtor in its
restructuring effort.  The Debtor did not file a list of its
20 largest unsecured creditors when it filed its petition.  In its
petition, the Debtor listed assets and debts both ranging from
$10,000,001 to $50,000,000.


GAINEY CORP: Has $68 Million Bid from Najafi Cos.
-------------------------------------------------
Gainey Corp. has reached a deal to sell its assets for $68 million
to Najafi Cos., absent higher and better offers, Bloomberg News
said.

Bankruptcy Judge James Gregg set a November 2 deadline for bids
and a November 16 auction if multiple bids are received.  The
Court will convene a hearing to approve the results of the auction
on November 17.

According to The Grand Rapids Press, Gainey founder Harvey Gainey
had said several investors have conveyed interest on the
businesses, all with plans to continue operations and employ the
existing work force.

Headquartered in Grand Rapids, Michigan, Gainey Corp. --
http://www.gaineycorp.com/-- provides trucking and freight-
services in the U.S. and parts of Canada.  It has 5,000 trucks and
trailers, and employs more than 2,300 workers including 1,900
truck drivers.

The Company and its subsidiaries filed for Chapter 11 bankruptcy
protection on Octoer 14,, 2008 (Bankr. W.D. Mich. Lead Case No.
08-09092).  Daniel F. Gosch, Esq., Geoffrey A. Fields, Esq., John
T. Schuring, Esq., and Trent B. Collier, at Dickinson Wright PLLC;
Inga April Hofer, Esq., Jacob Joseph Sadler, Esq., and Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP, represent the Debtors
as counsel.  Alixpartners, LLC, is the Debtors' restructuring and
financial consultant.  Virchow Krause and Company, LLP, is the
Debtors' financial advisor.  Eric David Novetsky, Esq., Jay L.
Welford, Esq., Judith Greenstone Miller, Esq., Louis P. Rochkind,
Esq., Paul R. Hage, Esq., and Richard E. Kruger, Esq., at Jaffe,
Raitt, Heuer & Weiss, PC, represent the Official Committee of
Unsecured Creditors as counsel.

As of the commencement date, the Debtors owned assets with a
"book" value of approximately $239,000,000.  As of May 22, 2009,
the Debtors books and records reflected available cash on hand in
the amount of approximately $16,300,000, plus billed accounts
receivable in the amount of approximately $18,400,000.


GMAC INC: GMACFS Reports $767-Mil. Third Quarter 2009 Net Loss
--------------------------------------------------------------
GMAC Financial Services reported a third quarter 2009 net loss of
$767 million, compared to a net loss of $2.5 billion in the third
quarter of 2008.  Results in the quarter were adversely affected
by losses related to legacy assets in the mortgage operations.

During the quarter, certain business lines were classified as
discontinued operations.  These businesses, which include GMAC's
U.S. consumer property and casualty insurance business and three
international automotive financing operations, have been removed
from the company's continuing operations.  Excluding these
businesses, net loss from continuing operations totaled $671
million in the third quarter of 2009, compared to $2.5 billion in
the comparable prior year period.  Continuing operations in the
quarter were affected by several significant items, including:

     -- $515 million mortgage repurchase reserve expense;
     -- $161 million loss provision on resort finance assets;
     -- $309 million original issue discount amortization expense
        related to the December 2008 bond exchange;
     -- $79 million legacy mortgage provision expense;
     -- $292 million tax benefit on operating losses;
     -- $155 million mark-to-market gain on auto retained
        interests; and
     -- $23 million net recovery on commercial and international
        portfolio marks/write-downs.

"We continue to work through solutions for certain legacy assets
and that is still weighing on GMAC's financial performance," said
GMAC Chief Executive Officer Alvaro G. de Molina.  "Progress is
being made toward the transformation of the company as we shed
non-strategic operations while at the same time invest in
structuring the company to be more competitive for the long term."

"Our focus is on growing operations where we can leverage our
strengths," said Mr. de Molina.  "We have made major strides in
bringing the Chrysler business on line, we launched a competitive
dealer program that leverages our full suite of auto products, and
Ally Bank continues to attract customers."

GMAC's consolidated cash and cash equivalents were $14.2 billion
as of Sept. 30, 2009, down from $18.7 billion at June 30, 2009.
Included in the consolidated cash and cash equivalents balance
are: $919 million at Residential Capital, LLC (ResCap); $5.0
billion at Ally Bank, which excludes $5.2 billion of intercompany
overnight funds on deposit at Ally Bank; and $75 million at the
insurance business.  The decrease in consolidated cash reflects
investment into high quality debt securities and the repayment of
unsecured debt maturities.

GMAC's total equity at Sept. 30, 2009 was $24.9 billion, down from
$26.0 billion at June 30, 2009.  Total equity was marginally lower
primarily due to the net loss in the quarter and the payment of
preferred dividends.  GMAC's preliminary third quarter Tier 1
capital ratio was 14.4%, and the Tier 1 common capital ratio was
6.1%.  The increase in the Tier 1 capital ratio is the result of
the company's continued effort to de-risk and de-lever.

Ally Bank and ResMor Trust continue to enhance GMAC's funding
flexibility through growth in deposits.  Ally Bank and ResMor
Trust deposits, excluding $5.2 billion of certain intercompany
amounts, increased in the third quarter to $28.8 billion as of
Sept. 30, 2009, from $26.3 billion at June 30, 2009.  Retail
deposits at Ally Bank were $15.9 billion at quarter-end, compared
to $14.5 billion at the end of second quarter 2009.  Brokered
deposits at Ally Bank increased to $9.5 billion at quarter-end,
compared to $8.7 billion at the end of second quarter 2009.

In September, GMAC re-entered the asset-backed securities (ABS)
market with a $941 million Ally Bank auto securitization offering
that was eligible for the Term Asset-Backed Securities Loan
Facility (TALF).  This marked the first time GMAC or Ally Bank
sponsored a TALF-eligible security, and the first time Ally Bank
entered the ABS market with an auto transaction.  This month Ally
Bank sponsored another similar auto securitization for $885
million.  Ally Bank continues to be a key component of GMAC's
funding strategy, as exemplified by these transactions and the
deposit growth.

Further enhancing GMAC's liquidity position, the company completed
on Oct. 28, 2009 an offering for $2.9 billion of senior fixed rate
notes guaranteed by the Federal Deposit Insurance Corporation
(FDIC) pursuant to the FDIC Temporary Liquidity Guarantee Program
(TLGP).

     (A) Global Automotive Finance

GMAC's global automotive finance business reported third quarter
2009 pre-tax income from continuing operations of $395 million,
compared to a pre-tax loss from continuing operations of $379
million in the comparable prior year period.  Continuing
operations in the segment excludes certain discontinued
operations, which consist of automotive finance operations in
Argentina and full-service leasing operations in the U.K. and
Italy.  Continuing operations in the segment were driven by the
continued normalization of origination volumes, credit improvement
and used vehicle prices.

Total consumer financing originations during the third quarter of
2009 were $7.7 billion, which included $6.8 billion of new
originations, approximately $800 million of used originations and
approximately $100 million of new leases.  Third quarter 2008
consumer financing originations totaled $13.3 billion, which
included $9.2 billion of new originations, $2.0 billion of used
originations and $2.1 billion of new leases/retail balloon
contracts.  Originations were lower compared to the prior year
primarily due to a decrease in U.S. vehicle sales and lower
leasing levels.  Consumer financing origination levels continued
to trend upward on a sequential basis as originations were up 26%
from $6.1 billion in the second quarter of 2009.  The increase
from last quarter includes improved pricing competitiveness, an
increase in Chrysler originations and the effect of the "cash-for-
clunkers" program.

GMAC continues to make significant progress in extending financing
to Chrysler dealers and customers.  During third quarter 2009, the
company originated approximately $720 million of Chrysler retail
loans, versus approximately $200 million in the previous quarter.
GMAC's penetration of U.S. retail sales for Chrysler improved to
21% for the month of September, compared to 10% in June 2009.  In
addition, GMAC's outstanding balance for wholesale financing of
Chrysler dealers was approximately $3.3 billion at Sept. 30, 2009.
Chrysler wholesale penetration was 67% in the U.S. and 85% in
Canada at Sept. 30, 2009.

On Oct. 1, 2009, GMAC introduced Ally Dealer Rewards, a program
designed to drive business volumes by providing benefits to
dealers that consistently use the company's comprehensive suite of
automotive products and services, including new and used retail
financing, wholesale financing, insurance products and remarketing
services.  The program is currently only available to GM and
Chrysler dealers in the U.S., but there are plans to expand the
program in the future.

Credit losses increased in the third quarter of 2009 to 3.29% of
managed retail assets, versus 1.56% in the third quarter of 2008.
The increase is primarily due to a standardization of the
company's charge-off policy to conform to regulatory requirements,
the effect of a smaller asset base, and the underlying performance
of certain subprime portfolios.  Lower loss severities in North
America have partially offset weak economic trends.  Excluding the
effect of the change in the charge-off policy, credit losses would
have been 2.19% of managed retail assets in the third quarter of
2009.

Delinquencies, defined as contracts more than 30-days past due,
also increased to 3.76% in the third quarter of 2009, compared to
2.77% in the third quarter of 2008 and 3.48% in the second quarter
of 2009.  Delinquency trends have been negatively affected by
higher unemployment and a smaller asset portfolio in North America
and Europe.

     (B) Insurance

GMAC's insurance business reported pre-tax income from continuing
operations of $81 million in the third quarter of 2009, compared
to $73 million in the prior year period.  Continuing operations in
the segment excludes the U.S. consumer property and casualty
insurance business, which has been classified as discontinued
operations.  The increase in pre-tax income from continuing
operations reflects higher investment income, partially offset by
lower premiums resulting from the sale of GMAC's reinsurance unit
in October 2008, lower volumes in dealer-related products due to
lower automotive industry sales, and lower volumes from our
international business.

Following a comprehensive strategic review of the insurance
business, GMAC reached an agreement to sell its U.S. consumer
property and casualty insurance business to American Capital
Acquisition Corporation on Oct. 16, 2009.  This business includes
GMAC's U.S. automobile, commercial vehicle, motorcycle and
recreational vehicle insurance offerings.  The dealer-related
insurance business, which includes extended service contracts and
insurance for auto dealer inventories, is not affected by this
transaction and remains a strategic component of GMAC's automotive
financial services platform.  The transaction is expected to close
in the first quarter of 2010, subject to regulatory approval and
other customary closing conditions.

The fair value of the insurance investment portfolio was $5.2
billion at Sept. 30, 2009, compared to $6.6 billion at Sept. 30,
2008, with the decrease being primarily attributable to the sale
of GMAC's reinsurance unit.

     (C) Mortgage Operations

Mortgage operations, which includes ResCap and the mortgage
activities of Ally Bank and ResMor Trust, reported a pre-tax loss
from continuing operations of $747 million during third quarter
2009, versus a pre-tax loss from continuing operations of $1.9
billion in the comparable prior year period.  While credit
provisions have begun to moderate, segment results were negatively
impacted by an expense of $515 million during third quarter 2009
to increase repurchase reserves.  Losses were partially offset by
stronger net revenue driven by improved core business margins and
higher net servicing revenue.

Mortgage loan production in the third quarter of 2009 was $15.9
billion, compared to $18.8 billion in the second quarter of 2009
and $11.9 billion in the third quarter of 2008.  Production for
the quarter was driven by prime conforming and government loans,
with a limited amount of high quality jumbo loans.  Originations
were down slightly from last quarter due to lower industry
refinancing volume.

As part of its loss mitigation efforts, GMAC continues to
participate in the Home Affordable Modification Program (HAMP),
which was created to assist struggling homeowners. Through HAMP,
the company had extended 31,720 trial plan offers to its customers
as of Sept. 30, 2009.

     (D) Corporate and Other

GMAC's corporate and other segment reported a third quarter 2009
pre-tax loss from continuing operations of $692 million, compared
to a pre-tax loss from continuing operations of $384 million in
the comparable prior year period.  The main drivers of the loss in
the quarter were an original issue discount amortization expense
related to the December 2008 bond exchange and an additional loss
provision on resort finance assets in the commercial finance
business.

                              Outlook

GMAC said it continues to focus on finding solutions for certain
legacy and non-strategic assets that are no longer part of the
long-term strategic vision and represent barriers to restoring
financial health.

Additionally, the company continues to work toward reducing
structural costs to optimize returns.  Key components of the cost
reduction plan include streamlining operations in line with
business expectations and rationalizing non-core and non-strategic
activities.  GMAC has begun to execute plans toward this
initiative, such as signing the agreement to sell the U.S.
consumer property and casualty insurance business and classifying
certain international automotive financing operations as
discontinued operations.

Going forward, GMAC will continue to focus on its core
competencies, including automotive-related products and services.
The company is working to increase competitiveness in these areas
and offer value to its customers.

GMAC also continues to execute its five core strategies:

     -- Transition to and meet all bank holding company
        Requirements
     -- Strengthen liquidity and capital position by shifting
        largely to a deposit-funded institution
     -- Build a world-class organization
     -- Expand and diversify customer-focused revenue
        Opportunities
     -- Drive returns by repositioning risk profile and maximizing
        Efficiencies

A full-text copy of GMAC's Charts Furnished to Securities Analysts
is available at no charge at http://ResearchArchives.com/t/s?487b

                          About GMAC Inc.

GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking.  As of June 30,
2009, the company had approximately $181 billion in assets.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in GMAC to FIM Holdings LLC, an
investment consortium led by Cerberus FIM Investors, LLC, the sole
managing member. On December 24, 2008, the Board of Governors of
the Federal Reserve System approved its application to become a
bank holding company under the Bank Holding Company Act of 1956,
as amended.  In connection with this approval, GM and FIM Holdings
were required to significantly reduce their voting equity
ownership interests in GMAC.

GMAC Inc. had total assets of $181,248,000,000 against total debts
of $155,202,000 as of June 30, 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit. The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition. Visit online in the U.S. at
http://www.AllyBank.com/or in Canada at http://www.ally.ca
Ally Bank's total assets were $42.5 billion at the end of the
second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.  ResCap's balance sheet showed total assets of $21.9 billion,
total liabilities of $20.9 billion and stockholders equity of
$1.0 billion.

                         *     *     *

GMAC Inc. and Residential Capital LLC carry "CCC/Negative/C"
ratings from Standard & Poor's Ratings Services.

GMAC reported a second quarter 2009 after-tax net loss of
$3.9 billion, compared to a net loss of $2.5 billion in the second
quarter of 2008.  GMAC has obtained two bailouts totaling
$12.5 billion from the U.S. government during the economic crisis
in 2008.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its $1.0 billion investment related to ResCap's
equity position would likely be reduced to zero.  In addition, as
of June 30, 2009, GMAC had approximately $3.5 billion in secured
financing arrangements and secured hedging agreements with ResCap
of which approximately $2.9 billion in loans and $32 million
related to hedging agreements had been utilized.


HANESBRANDS INC: Moody's Gives Stable Outlook, Lifts Rating to Ba1
------------------------------------------------------------------
Moody's Investors Service revised Hanesbrands Inc.'s rating
outlook to stable from negative.  At the same time Moody's
upgraded its ratings on the company's 1st lien credit facilities
to Ba1 from Ba2 and also upgraded the company's 2nd lien credit
facility to Ba3 from B1.  All other ratings -- including the Ba3
Corporate Family Rating and SGL-2 Speculative Grade Liquidity
Rating -- were affirmed.

"The rating outlook revision to stable from negative reflects the
progress the company has made toward deleveraging its balance
sheet, as it repaid nearly $134 million of debt through the third
quarter of 2009" said Moody's Vice President & Senior Analyst
Scott Tuhy.  "We expect the company to achieve its full year 2009
target to repay at least $300 million in debt" Tuhy added.  While
financial leverage remained high in the most recent quarter,
Moody's expects to see improvement in credit metrics over the next
few quarters as Hanesbrands repays debt and realizes recovery in
operating performance.  Moody's expects that the company will
continue to reduce debt in 2010, noting its recent revision in its
long term leverage targets.  Specifically, the company is now
targeting debt to EBITDA in a range of 2 to 3 times, as compared
to its previous target of 3.5 to 5.0 times.

The upgrade in the ratings on the company's secured credit
facilities is primarily due to the continued repayment of its
first lien debt.  As a result, recovery prospects for holders of
the company's secured debt have improved.

These ratings were upgraded and LGD point estimates adjusted

* $500 million 1st Lien Revolving Credit Facility to Ba1 (LGD 2,
  23%) from Ba2 (LGD 2, 27%)

* $990 million 1st Lien Term Loans to Ba1 (LGD 2, 23%) from Ba2
  (LGD 2, 27%)

* $450 million 2nd lien term loan to Ba3 (LGD 4, 57%) from B1 (LGD
  4, 60%)

These ratings were affirmed:

* Corporate Family Rating at Ba3
* Probability of Default Rating at Ba3
* $494 million unsecured notes at B2 (LGD 5, 84%)
* Speculate Grade Liquidity Rating at SGL-2

Moody's last rating action on Hanesbrands was on March 20, 2009,
when the company's rating outlook was revised to negative from
stable and all other ratings were affirmed.

Hanesbrands Inc., headquartered in Winston-Salem NC, is a major
manufacturer and marketer of branded innerwear and outerwear
apparel.  The company markets products under the "Hanes",
"Champion", "Playtex", "Bali", "Wonderbra" and "L'eggs" brands.


HARRISON COMPANY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Harrison Company, LLC
        1602 Merrill Drive, Suite A
        Little Rock, AR 72211

Bankruptcy Case No.: 09-18115

Chapter 11 Petition Date: November 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Debtor's Counsel: Andrew L. Clark, Esq.
                  Clark, Byarlay & Sparks
                  620 West Third Street, Suite 100
                  Little Rock, AR 72201
                  Tel: (501) 376-0550 ext. 104
                  Fax: (501) 421-8365
                  Email: lawyerclark@msn.com

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

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

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

            http://bankrupt.com/misc/areb09-18115.pdf

The petition was signed by Myron Harrison, managing member of the
Company.


HEARTHSTONE RANCH II: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hearthstone Ranch II, LLC
        1335 Main St
        Newman, CA 95360

Case No.: 09-93573

Chapter 11 Petition Date: November 4, 2009

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

Judge: Robert S. Bardwil

Debtor's Counsel: Hilton A. Ryder, Esq.
                  5 River Park Place East
                  Fresno, CA 93720-1501
                  Tel: (559) 433-1300

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 $10,500,064,
and total debts of $11,640,801.

The petition was signed by Michael Walker, the Company's
president.

Debtor's List of 9 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Nerine Trust Company                              $5,731,000
Limited
PO Box 434, Nerine House
St. George Esplanade,
St. Peter Port
Guernsey GYI 3ZG Channel

Link Up Holdings/                                 $1,725,000
Vector Financial
PO Box 434, Nerine House
St. George's Esplanade,
St. Peter Port
Guernsey GYI 3ZG Channel

David and Rosemary Bettencourt                    $400,000
Bettencourt Farms
1211 R Street
Newman, CA 95360

Thomas H. Lowe Profit                             $185,000
Sharing Plan
c/o David J. Bowie

Energy Research &                                 $100,000
Generation Trust #1

Prudential California                             $60,000
Realty
Attn: Mike Steele

Burton and Elizabeth Benson                       $27,000

Stewart Title Company                             $25,000
Attn: Holly Weston

Energy Research &                                 $5,000
Generation Trust #2


HONOLULU MEDICAL: Files for Chapter 11 Bankruptcy in Hawaii
-----------------------------------------------------------
The Honolulu Medical Group Inc. filed for bankruptcy under Chapter
11 in Honolulu, Hawaii.

The Company's attorney James Wagner cited the near-unavoidable
national debate on health care costs as a reason the company fell
so deeply behind, Erika Engle of Star Bulletin relates.

The Company listed assets of less $50,000 and debts of between $1
million and $10 million.  The company owes $742,470 to creditor
Queen's Development Corp.  Janis L. Magin of Pacific Business adds
the company owes $136,929 to Diagnostic Laboratory Services;
$63,455, a Texas-based medical billing company; and $17,801,
eTechs Hawaii.

According to Star Bulletin, the Company wrote in its petition that
is unlikely any funds will remain for distribution to unsecured
creditors.

A person with knowledge of the bankruptcy filing said that the
Company expects to emerge from Chapter 11 in six to nine months,
Star Bulletin reported.

Honolulu Medical Group Inc. operates a medical facility.  It was
founded in 1903 by Drs. James Judd and W.D. Baldwin.


I/OMAGIC CORP: September 30 Balance Sheet Upside-Down by $2MM
-------------------------------------------------------------
I/OMagic Corporation's balance sheet at September 30, 2009, showed
total assets of $2,891,553 and total liabilities of $4,884,413,
resulting in a stockholders' deficit of $1,992,860.

The Company's consolidated balance sheet also showed strained
liquidity with $2,697,043 in total current assets available to pay
$4,874,710 in total current liabilities.

For the three months ended September 30, 2009, the Company
reported net income of $58,650 on net sales of $2,341,777,
compared with a net loss of $972,023 on net sales of $1,528,404 in
the same period of 2008.

Gross profit increased by $823,000, or 614%, to $689,000 in the
third quarter of 2009 as compared to a gross loss of $134,000 in
the third quarter of 2008.  The increase in gross profit primarily
resulted from increased operating margins on the Company's optical
data storage products and from lower cost of sales for the
Company's magnetic data storage products resulting from inventory
valuation write-downs in prior periods.

For the nine months ended September 30, 2009, the Company reported
net income of $244,163 on net sales of $7,931,873, compared with a
net loss of $3,993,196 on net sales of $9,265,370 in the same
period of the prior year.

Notwithstanding the 14% decrease in sales, gross profit increased
by $3.4 million, or 436%, to $2.6 million in the first nine months
of 2009 as compared to a gross loss of $773,000 in the first nine
months of 2008.  The increase in gross profit primarily resulted
from increased operating margins on the Company's optical data
storage products and positive operating margins on the Company's
magnetic data storage products due to lower cost of sales
resulting from inventory valuation write-downs in prior periods,
while the Company's high-definition televisions had negative gross
margins in 2008.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?484a

                       Going Concern Doubt

The Company has incurred significant recurring losses, has serious
liquidity concerns and may require additional financing in the
foreseeable future.  The Company believes these factors, among
others, raise substantial doubt about its ability to continue as a
going concern.

                      About I/OMagic Corp.

Headquartered in Irvine, California, I/OMagic Corporation (OTC BB:
IOMG) -- http://www.iomagic.com/-- sells data storage products
and other consumer electronics products.  Data storage products
collectively accounted for approximately 99% of net sales for the
first nine months of 2009.  The Company's data storage products
consist of a range of products that store traditional personal
computer data as well as movies, music, photos, video games
and other multi-media content.


INVESTMENT EQUITY: No Assets Cues Court to Dismiss Ch. 11 Case
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona Investment
granted Equity Holdings, LLC's motion to dismiss its Chapter 11
case.

As reported in the Troubled Company Reporter on Aug. 12, 2009, the
Debtor told the Bankruptcy Court that it has no remaining assets
after ts secured creditor Home National Bank was granted stay
relief to foreclose on its collateral.

Headquartered in Las Vegas, Nevada, Investment Equity Holdings,
LLC operates a real estate business.  The Company filed for
Chapter 11 protection on Sept. 9, 2008 (Bankr. D. Ariz. Case No.
08-11956).  Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC,
reresents the Debtor as counsel.  When the Debtor filed for
protection from its creditors, it listed total assets of
$13,000,000, and total debts of $9,561,514.


IRIS MARTIN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Iris Martin
        27009 Sea Vista Dr
        Malibu, CA 90265

Case No.: 09-24692

Chapter 11 Petition Date: November 4, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: None. Debtor Filed Petition as Pro Se.

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

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

The petition was signed by Ms. Martin.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Kurt and Judy Baker                               $35,785
Julian Warner

David Simon                                       $30,000

Mercedes Benz                                     $17,842
Sra Associates Inc.

Citi                                              $11,971

Wells Fargo                                       $9,099

Alpine Carpet                                     $8,600

Chase                                             $8,174

Edward and Diana McGawley                         $7,500

Michael Deryckere                                 $7,500

Citi                                              $6,331

Edison Electric                                   $6,036

West Coast Gates and                              $4,500
Entry Systems

Schwartz Law                                      $3,543

Malibu Locksmith                                  $1,575

Saks                                              $1,164

Account Management                                $1,117
Services

Carpet Studio                                     $1,097

Baron Brothers Nursery                            $577

Air I Moving and                                  $379
Storage

T Mobile                                          $303


ISRAEL COMMERCIAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Israel Commercial Properties, LLC
        3061 Market Avenue, Suite 7
        Fayetteville, AR 72703

Bankruptcy Case No.: 09-75478

Chapter 11 Petition Date: October 30, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Derrick Mark Davidson, Esq.
                  Derrick Davidson, P.A.
                  3061 N. Market Avenue, Suite 8
                  Fayetteville, Ar 72703
                  Tel: (479) 935-4100
                  Fax: (479) 856-6168
                  Email: derrick@davidsonbusinessattorney.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 Ben B. Israel, manager of the Company.


JEFFERSON COUNTY: JPMorgan Settles Illegal Payments Scheme Charges
------------------------------------------------------------------
The Securities and Exchange Commission on November 4, 2009,
charged J.P. Morgan Securities Inc. and two of its former managing
directors for their roles in an unlawful payment scheme that
enabled them to win business involving municipal bond offerings
and swap agreement transactions with Jefferson County, Alabama.
This is the SEC's second enforcement action arising from Jefferson
County's bond offerings and swap transactions.

J.P. Morgan Securities settled the SEC's charges and will pay a
penalty of $25 million, make a payment of $50 million to Jefferson
County, and forfeit more than $647 million in claimed termination
fees.

The SEC alleges that J.P. Morgan Securities and former managing
directors Charles LeCroy and Douglas MacFaddin made more than $8
million in undisclosed payments to close friends of certain
Jefferson County commissioners.  The friends owned or worked at
local broker-dealer firms that performed no known services on the
transactions.  In connection with the payments, the county
commissioners voted to select J.P. Morgan Securities as managing
underwriter of the bond offerings and its affiliated bank as swap
provider for the transactions.

J.P. Morgan Securities did not disclose any of the payments or
conflicts of interest in the swap confirmation agreements or bond
offering documents, yet passed on the cost of the unlawful
payments by charging the county higher interest rates on the swap
transactions.

"The transactions were complex but the scheme was simple. Senior
J.P. Morgan bankers made unlawful payments to win business and
earn fees," said Robert Khuzami, Director of the SEC's Division of
Enforcement.

Glenn S. Gordon, Associate Director of the SEC's Miami Regional
Office, added, "This self-serving strategy of paying hefty secret
fees to local firms with ties to county commissioners assured J.P.
Morgan Securities the largest municipal auction rate securities
and swap agreement transactions in its history."

The SEC previously charged Birmingham Mayor Larry Langford and two
others for undisclosed payments to Langford related to municipal
bond offerings and swap agreement transactions that he directed on
behalf of Jefferson County while serving as president of the
County Commission.  On Oct. 28, 2009, Langford was found guilty in
a parallel criminal case on 60 counts of bribery, mail fraud, wire
fraud and tax evasion. He currently awaits sentencing.

According to the SEC's complaint filed against LeCroy and McFaddin
in U.S. District Court for the Northern District of Alabama, the
two former managing directors demonstrated in taped telephone
conversations that they knew the payments to local firms with ties
to county commissioners were designed to obtain business for J.P.
Morgan's broker-dealer and affiliated bank.  LeCroy and MacFaddin
referred to the payments as "payoffs," "giving away free money,"
and "the price of doing business."

The SEC alleges that the scheme began in July 2002, when LeCroy
and MacFaddin solicited Jefferson County on behalf of J.P. Morgan
Securities for a $1.4 billion sewer bond deal.  LeCroy and
MacFaddin knew several county commissioners wanted to complete the
transaction before November, when two commissioners would leave
office and lose their ability to funnel payments to their
supporters' firms.  LeCroy later boasted to MacFaddin in a taped
telephone conversation about his efforts to persuade the two
commissioners to select J.P. Morgan Securities for the deal,
beating out a rival firm.  LeCroy told MacFaddin that he said to
the commissioners, "Whatever you want -- if that's what you need,
that's what you get -- just tell us how much."

J.P. Morgan Securities agreed to settle the SEC's charges without
admitting or denying the allegations by paying $50 million to the
county for the purpose of assisting displaced county employees,
residents and sewer rate payers; forfeiting more than $647 million
in termination fees it claims the county owes under the swap
transactions; and paying a $25 million penalty that will be placed
in a Fair Fund to compensate harmed investors and the county in
the municipal bond offerings and the swap transactions.  LeCroy
and MacFaddin have not agreed to settle the SEC's charges.

The SEC's order instituting settled administrative proceedings
against J.P. Morgan Securities finds that it violated Sections
17(a)(2) and 17(a)(3) of the Securities Act of 1933, Section
15B(c)(1) of the Securities Exchange Act of 1934 and Municipal
Securities Rulemaking Board (MSRB) Rule G-17.  In addition to the
monetary relief, the SEC's order censures J.P. Morgan Securities
and directs it to cease-and-desist from committing or causing any
further violations of the provisions charged.

The SEC charged LeCroy and MacFaddin with violations of Section
17(a) of the Securities Act, Sections 10(b) and 15B(c)(1) of the
Exchange Act, and Rule 10b-5 thereunder, and violations of MSRB
Rules G-17 and G-20.  The SEC's complaint seeks judgments against
LeCroy and MacFaddin providing for permanent injunctions and
disgorgement with prejudgment interest.

As reported by the TCR on Sept. 9, 2009, county commissioners at
Jefferson County voted to extend until Oct. 30 forbearance
agreements with JPMorgan Chase & Co. and BayernLB on $105 million
of floating-rate general obligation bonds.  Jefferson County faced
a Sept. 15 deadline to make the debt payment.

                        About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

As reported by the TCR on July 24, 2009, Moody's Investors Service
has affirmed the Caa3 rating and negative outlook on Jefferson
County's (Alabama) outstanding $3.2 billion sewer revenue bonds.
Moody's underlying Caa3 rating reflects the likelihood of eventual
repayment by the county of principal, irrespective of outside
enhancement through bond insurance.  It does not reflect the
claims paying ability of Syncora, which is rated Ca and failed to
fulfill its obligation to make a July 1 Bank Bond principal
payment.


JIN SUK SEO: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Jin Suk Seo
               Kyung Ai Seo
               4400 Suitland Rd
               Suitland, MD 20746

Bankruptcy Case No.: 09-19055

Chapter 11 Petition Date: November 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Christopher R. Wampler, Esq.
                  Wampler, Souder & Sessing, LLC
                  One Central Plaza
                  11300 Rockville Pike, Suite 1015
                  Rockville, MD 20852
                  Tel: (301) 881-8895
                  Fax: (301) 881-8896
                  Email: cwampler@wamplaw.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

According to the schedules, the Company has assets of $1,554,715,
and total debts of $5,097,419.

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

           http://bankrupt.com/misc/vaeb09-19055.pdf

The petition was signed by the Joint Debtors.


KAINOS PARTNERS: Closes Doughnut Store at Boiling Springs
---------------------------------------------------------
Kainos Partners LLC's Dunkin Donuts at 2634 Highway 9 in Boiling
Springs in South Carolina has closed, according to a report by
Upstate.com.  Kainos, according to the report, has recently closed
its east-side store at at 1996 E. Main Sreet.  Kainos' locations
at 159 S. Pine St. near downtown Spartanburg and 1520 E. Main St.
in Duncan remain open.

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

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


KENNETH JAMES EGLI: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Joint Debtors: Kenneth James Egli
                  dba Ken and Leslie Egli Family, LLC
                  dba La Piel 2 LLC dba Dermacare of Tri-Cities
                  fdba La Piel 1, LCC
               Leslie Anne Egli
               72015 Sundown PRSE
               Kennewick, WA 99338

Bankruptcy Case No.: 09-06143

Chapter 11 Petition Date: November 2, 2009

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Judge: Frank L. Kurtz

Debtor's Counsel: Dan O'Rourke, Esq.
                  Southwell & O'Rourke
                  421 W Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231
                  Email: dorourke@southwellorourke.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 $4,506,727,
and total debts of $1,383,594.

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.


KEVIN BUCKLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Kevin Buckley
               Silvia Buckley
               2333 Pinto Lane
               Las Vegas, NV 89107

Bankruptcy Case No.: 09-31009

Chapter 11 Petition Date: November 4, 2009

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

Judge: Linda B. Riegle

Debtor's Counsel: Richard Mcknight, Esq.
                  330 S. Third St. #900
                  Las Vegas, NV 89101
                  Tel: (702) 388-7185
                  Fax: (702) 388-0108
                  Email: mcknightlaw@cox.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 Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

     http://bankrupt.com/misc/nvb09-31009.pdf

The petition was signed by the Joint Debtors.


LAMBERT PROPERTIES: Sec. 341 Meeting Set for November 24
--------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Lambert
Properties, LLC's creditors on November 24, 2009, at 2:00 p.m., at
Meeting Room, 182 St. Francis Street, Mobile, AL 36602.

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.

Loxley, Alabama-based Lambert Properties, LLC, operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. S.D. Ala. Case No. 09-
14987).  Barry A. Friedman, Esq., at Barry A. Friedman and
Associates P.C., assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


LANDAMERICA ONESTOP: Case Summary & 9 Largest Unsec. Creditors
--------------------------------------------------------------
Debtor: LandAmerica OneStop, Inc
        5600 Cox Road
        Glen Allen, VA 23060

Case No.: 09-37276

Chapter 11 Petition Date: November 4, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Chief Judge Douglas O. Tice Jr.

Debtor's Counsel: John H. Maddock III, Esq.
                  McGuireWoods LLP
                  One James Center, 901 E. Cary St.
                  Richmond, VA 23219-4030
                  Tel: (804) 775-1178
                  Email: jmaddock@mcguirewoods.com

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

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

The petition was signed by G. William Evans, the company's chief
financial officer.

Debtor's List of 9 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Redevelopment Authority    Loan                   $1,246,000
of the County of
Washington
100 West Beau Street
Suite 603
Washington, PA 15301

Pennsylvania Department    Grant                  $225,000
of Community and Economic
Development
Commonwealth Keystone
Building

Oracle Corporation         Trade Debt             $172,920

IT Shastra (India)         Trade Debt             $43,403
PVT. LTD.

ARI-International          Trade Debt             $14,494
Business  Park, LLC
c/o Argus Realty
Investors LP

General Electric Capital   Lease                  $5,397
Corporation

Mayflower Office           Lease                  $4,462
Investors, LLC

Dolphin Capital            Trade Debt             $485
Alpine Water Systems LLC

Beau Street Associates,    Legal                  Unknown
Inc.,
Trading As Beau Street
Associates Limited
Partnership and JBP
Holdings, LLC, Trading as
Millcraft Center Limited
Partnership
c/o Matthew F. Burger
Susan A. Yohe
Buchanan Ingersoll &
Rooney, PC
One Oxford Center
301 Grant Street
20th Floor
Pittsburgh, PA 15219


LANDRY'S RESTAURANTS: Privatization Won't Affect S&P's Ratings
--------------------------------------------------------------
Houston based-Landry's Restaurants Inc. (B/Watch Neg/--) announced
that it entered into a definitive agreement whereby an entity
wholly owned by Tilman Fertitta, CEO and majority shareholder,
will pay $14.75 in cash to take the company private.  The
transaction is subject to refinancing part of the company's debt
and the approval of the majority of outstanding common stock not
owned by Fertitta.  The announcement has no immediate impact on
Standard & Poor's Ratings Services' ratings on the company or debt
issues.  The ratings remain on CreditWatch with negative
implications.

S&P's ratings for Landry's remain on CreditWatch with negative
implications, where they were place on Sept. 9, 2009.  That
followed Landry's announcement that it would review strategic
alternatives, including a going-private transaction.  S&P believes
the now-announced transaction may add more debt and weaken credit
protection ratios to cause a possible ratings downgrade.

The agreement stipulates that Fertitta will pay $14.75 per share
in cash, a 37% premium over the Nov. 2, 2009, closing price.
Fertitta currently owns 55.1% of the outstanding stock of the
company, and the merger is subject to approval of a majority vote
of common stock not owned by Fertitta.  The transaction is also
subject to Landry's refinancing a portion of its outstanding debt.
Both the company's term loan and second-lien notes have change of
control language that would necessitate refinancing or amending
those agreements and both have relatively short term maturities.
A special committee of the board of directors will continue to
solicit alternative acquisition proposals from third parties until
Dec. 17, 2009, or until Landry's debt refinancing is completed.
Since shareholders will receive only cash considerations, S&P
suspect that the company may raise additional debt to fund the
transaction.  Earlier this year the company issued second-lien
senior notes with a very high interest cost, and current market
conditions may allow for lower interest costs on the refinanced
portion.  Also Landry's current credit agreement and note
indenture allow for very limited support to its unrestricted
subsidiary, Golden Nugget Inc. If the new and amended agreements,
allow Landry's to lend additional support to Golden Nugget, which
has a substantially weaker credit profile, this could also
pressure ratings of Landry's.  S&P will take the appropriate
rating action, once the terms of the refinancing and new capital
structure are available.


LAZY DAYS' R.V.: Files for Chapter 11 with Prepack Plan
-------------------------------------------------------
Lazy Days' R.V. Center, Inc. announced November 5 it has received
the requisite approvals from its lenders and bondholders to move
ahead with its previously announced debt restructuring plan.  The
restructuring plan is expected to eliminate all of the Company's
$137 million of bond debt, reducing its annual cash interest costs
by approximately $16.2 million through the elimination of bond
interest payments. The Company's ongoing cash interest expense
will be approximately $3 million incurred on its vehicle financing
line, representing a reduction of 84% in annual cash interest
expense from a total of $19.2 million prior to the restructuring.

To implement this "pre-packaged" restructuring plan, the Company
filed a voluntary petition for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in
Wilmington, Delaware.  Because approvals have already been
received from its lenders and the requisite percentages of the
bondholders, the Company expects to move through the court-
supervised process very quickly.  The prepackaged Chapter 11 is
expected to be completed by the end of the year, with minimal
disruption to the Company's business and without affecting
services to the Company's customers.

Lazydays will remain open for business as usual and will continue
to serve customers in the normal course. The Company will maintain
its same commitment to professionalism, customer service and
quality. Customer benefits will remain unchanged.

"We are very pleased to have received approval from our
bondholders and lenders for our debt restructuring plan, which
will put Lazydays on strong footing to take advantage of our
industry leadership position as the economy recovers," said John
Horton, President and Chief Executive Officer. "We intend to move
as expeditiously as possible to implement the plan, and we have
taken the next step today by initiating the court-supervised
process."

Under the proposed plan, all suppliers will be paid in full -- or
"unimpaired." Accordingly, the Company has filed motions seeking
authorization from the Court to continue to pay its suppliers
under normal terms. Such approvals are routinely granted. The
Company currently has adequate cash on hand to satisfy obligations
associated with conducting business in the ordinary course. In
addition, the Company's floor plan lenders, Bank of America and
Key Bank, have agreed to provide interim funding through the
Company's credit facility to support the acquisition of inventory
during the restructuring period and have also consented to an
amended floor plan agreement that will be effective on
confirmation of the plan. The ad hoc committee of bondholders has
agreed to invest $10,000,000 into the reorganized Lazydays.

                        About Lazydays

Lazydays(R) -- http://www.BetterLazydays.com/-- was founded in
1976 with two travel trailers and $500.  Today, the company's
focus on unparalleled customer service has made Lazydays the
largest single-site RV dealership in North America. For more
information on Lazydays, visit Lazydays.com.

Lazy Days' R.V. Center Inc. filed for Chapter 11 on November 5
(Bankr. D. Del. Case No. 09-13911).

The Company's legal advisor is Kirkland & Ellis LLP and its
financial advisor is Macquarie Capital (USA) Inc.


LEAR CORP: Wins Confirmation of Reorganization Plan
---------------------------------------------------
The U.S. Bankruptcy Court of the Southern District of New York has
entered an order confirming Lear Corporation's Plan of
Reorganization, clearing the way, after only four months, for Lear
to emerge from bankruptcy.  An overwhelming majority of all voting
classes voted in favor of the Company's Plan of Reorganization.

"[The] confirmation is an important milestone for Lear," said Bob
Rossiter, Lear's Chairman, Chief Executive Officer and President,
in an Nov. 5 statement.  "Thanks to the diligent work of our
employees and the tremendous support we have received from our
customers, suppliers, secured lenders, bondholders and others, we
have moved through the restructuring process expeditiously."

Mr. Rossiter added, "Upon emergence, we will have substantially
lower debt, a strong and flexible balance sheet and in excess of
one billion dollars in cash. This capital restructuring, combined
with the significant operational restructuring we have completed
since mid-2005, positions our Company for profitable growth and
long-term success."

Lear expects the Plan of Reorganization to become effective on
November 9, once all closing conditions have been met.

The Company has filed an application with the New York Stock
Exchange (NYSE) to list its new common stock under the ticker
symbol "LEA." Subject to the approval of Lear's application, Lear
expects that its new common stock will begin trading on the NYSE
on a "when issued" basis (LEA WI) on or about the effective date
of the Plan of Reorganization and commence "regular way" trading
as soon as possible thereafter.

The Honorable Judge Allan L. Gropper affirmed that Lear has met
all of the necessary statutory requirements to confirm its Plan of
Reorganization and exit from Chapter 11. This ruling applies to
all of Lear's operations in the U.S. and Canada that were included
in the bankruptcy cases. Lear's other subsidiaries were not a part
of any of the bankruptcy proceedings.

                        The Chapter 11 Plan

Lear Corporation and its debtor-affiliates delivered their Joint
Plan of Reorganization to the U.S. Bankruptcy Court for the
Southern District of New York on August 14, 2009, which was
subsequently amended.

Under the plan, lenders will convert $1.6 billion in prepetition
secured claims into new term loans and preferred and common equity
in the Reorganized Debtors.  Holders of general unsecured claims -
- including lenders' deficiency claim in the amount of
$737 million and the unsecured Notes Claims in the amount of
$1.3 billion -- will be converted, in part, into common equity in
the Reorganized Debtors and warrants to acquire common equity in
the Reorganized Debtors.

The Creditors Committee supports the Plan, saying it benefits the
holders of general unsecured claims.  Among other things, the Plan
proposes to (i) pay trade claims in full, (ii) provide a
meaningful recovery for other unsecured creditors (especially
compared to the treatment in many other automotive chapter 11
cases), and (iii) assume and honor pension obligations, domestic
collective bargaining agreements, and retiree benefits without
modification.

Copies of the Debtors' 1st Amended Plan and Disclosure
Statement are available for free at:

         http://bankrupt.com/misc/Lear_1stAmPlan.pdf
         http://bankrupt.com/misc/Lear_1stAmDisclosure.pdf

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEAR CORP: Plan Gets Overwhelming Support From Creditors
--------------------------------------------------------
Allison M. Tearnen, senior managing consultant at Kurtzman Carson
Consultants LLC, filed with the Court a tabulation of votes on
the Debtors' First Amended Joint Plan of Reorganization.

Pursuant to the voting results, the Plan enjoys the support of an
overwhelming majority of the Holders of Claims and Interests who
submitted Ballots.

All holders of Class 3A Prepetition Credit Agreement Secured
Claims and Class 6A Convenience Claims voted in favor of the
Plan; 497 holders of Class 5A Other General Unsecured Claims also
voted in favor of the plan while 16 holders rejected the Debtors'
Plan.

              Members           Members
     Class   Accepted      %   Rejected      %
     -----   --------    ---   --------    ----
      3A          148    100          0       0
      5A          497  96.88         16    3.12
      6A           33    100          0       0


  Class      $ Accepted       %    $ Rejected       %
  -----      ----------     ---    ----------     ---
   3A    $1,170,798,399     100            $0       0
   5A    $1,650,606,385   99.97      $576,053    0.03
   6A          $491,629     100            $0       0

"Indeed, the Debtors' largest voting creditors and future owners
(i.e., their prepetition secured lenders and unsecured
noteholders) voted nearly unanimously in favor of the Plan," said
Marc Kieselstein, Esq., at Kirkland & Ellis LLP, in New York, in
a 104-page memorandum of law filed in support of confirmation of
the Debtors' Plan.  The Plan also has the full and unqualified
support of the official committee of unsecured creditors, he
said.

The near unanimous support of the Plan from every voting class
testifies to the Company's underlying operational, managerial and
reputational strengths and prospects for future success, Mr.
Kieselstein said.  The Debtors believe that the Plan is in the
best interests of their creditors and satisfies all requirements
imposed by the Bankruptcy Code for confirmation.  Importantly, he
added, consummating the Plan will convert approximately
$3.6 billion of the Debtors' prepetition debt load into New Common
Stock of Lear Corporation, positioning the Debtors to compete
unfettered in the coming years as a leading tier one automotive
supplier.

Details of the Plan Voting Results are available for free at:

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

Forty-two ballots were not included in the tabulation because
they did not satisfy the requirements for a valid Ballot set
forth in the Disclosure Statement Order.  A list of the non-
tabulated ballots is available for free at:

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

Emile Godin and Newark Lear LLC, holders of Class 5 claims,
opted out of the third party release.

                        Confirmation Hearing

The Court was to begin hearings November 5, at 10:00 a.m.,
prevailing Eastern Time, to consider confirmation of the Debtors'
Plan.

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEAR CORP: Names Members of Board of Directors Post-Emergence
-------------------------------------------------------------
On November 2, 2009, Lear Corp. filed with the Bankruptcy Court
supplements to their joint plan of reorganization.

Copies of the Plan Supplements are available for free at:

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

The Debtors also filed with the Court on November 3, 2009, these
agreed-upon, amended Plan Supplements:

    * Amended and Restated Certificate of Incorporation
      http://bankrupt.com/misc/Lear_AmCertIncorporation.pdf

    * Amended and Restated Bylaws
      http://bankrupt.com/misc/Lear_AmByLaws.pdf

    * Warrant Agreement
      http://bankrupt.com/misc/Lear_WarrantAgreement.pdf

           New BOD of Reorganized Lear Corp.

The New Board of the Reorganized Lear Corporation are:

  1. Robert E. Rossiter
     Chairman, Chief Executive Officer and President
     Lear Corporation
     Southfield, Michigan

  2. Thomas P. Capo
     Chairman
     Dollar Thrifty Automotive Group, Inc.
     Tulsa, Oklahoma

  3. Curtis J. Clawson
     Chairman, Chief Executive Officer and President
     Hayes Lemmerz International, Inc.
     Northville, Michigan

  4. Jonathan F. Foster
     Managing Director
     Current Capital
     New York, New York

  5. Conrad L. Mallet, Jr.
     Chief Executive Officer and President
     Sinai-Grace Hospital
     Detroit, Michigan

  6. Philip F. Murtaugh
     Former Chief Executive
     Chrysler Asia Pacific Operations
     Shanghai, China

  7. Donald L. Runkle
     Chief Executive Officer
     EcoMotors International
     Troy, Michigan

  8. Gregory C. Smith
     Principal
     Greg C. Smith, LLC
     Former Director
     Fannie Mae
     Aspen, Colorado

  9. Henry D.G. Wallace
     Retired Group Vice President and Chief Financial Officer
     Former President of Mazda Motor Corporation
     Former Motor Company
     Naples, Florida

            Composition of Committees of New Board

* Audit Committee

The Audit Committee consists of Henry D.G. Wallace (chairman),
Thomas P. Capo, Jonathan F. Foster and Gregory C. Smith, all of
whom are non-employee directors.

* Compensation Committee

The Compensation Committee consists of Curtis J. Clawson, Conrad
L. Mallet, Jr., Donald L. Runkle and Gregory C. Smith, all of
whom are non-employee directors.  The New Board has determined
that all of the members of the Compensation Committee are
independent as defined in the listing standards of the New York
Stock Exchange.

* Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of
Thomas P. Capo, Jonathan F. Foster, Conrad L. Mallet, Jr., and
Philip F. Murtaugh, all of whom are non-employee directors.

The New Board has determined that all of the members of the Audit
Committee, the Compensation Committee, and the Nominating and
Corporate Governance Committee are independent as defined in the
listing standards of the New York Stock Exchange.  The Audit
Committee operates under a written charter setting forth its
functions and responsibilities.

                          Declarations

Durc Savini, managing director of Miller Buckfire & Co., LLC,
Matthew J. Simoncini, senior vice president and chief financial
officer of Lear Corporation, and John Stuart, senior director of
Alvarez & Marsal North America, LLC, filed with the Court
declarations in support of the confirmation of the Debtors' First
Amended Joint Plan of Reorganization.  Full-text copies of the
declarations are available for free at:

    http://bankrupt.com/misc/Lear_DurcSaviniDeclaration.pdf
    http://bankrupt.com/misc/Lear_SImonciniDeclaration.pdf
    http://bankrupt.com/misc/Lear_StuartDeclaration.pdf

                          About Lear Corp

Lear Corporation -- http://www.lear.com/-- is one of the world's
leading suppliers of automotive seating systems, electrical
distribution systems and electronic products.  The Company's
products are designed, engineered and manufactured by a diverse
team of 80,000 employees at 210 facilities in 36 countries.
Lear's headquarters are in Southfield, Michigan, and Lear is
traded on the New York Stock Exchange under the symbol [LEA].
Outside the United States, Lear has subsidiaries in Germany,
Luxembourg, Sweden, Singapore, China, India and Mexico, among
others.

Lear Corporation and its affiliates filed for Chapter 11 on
July 7, 2009 (Bankr. S.D.N.Y. Case No. 09-14326).  Affiliates part
of the Chapter 11 filing include Lear South Africa Limited, Lear
Corporation (Germany) Ltd., Lear Corporation Canada Ltd., Lear
Mexican Holdings Corporation, and Lear South American Holdings
Corporation.

Attorneys at Kirkland & Ellis LLP, serve as the Debtors'
bankruptcy counsel.  McCarthy Tetrault LLP has been engaged as
CCAA counsel.  Bodman LLP has been hired as special Michigan
counsel.  Winston & Strawn LLP and Brooks Kushman P.C. have also
been tapped as special counsel.  Alvarez & Marsal North America,
LLC, is the Debtors' restructuring advisors.  Ernst & Young LLP is
the Debtors' auditors and tax advisors.  Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.  Simpson
Thacher & Bartlett LLP represents JP Morgan, as admin. agent for
senior secured lenders and DIP lenders.

As of May 30, 2009, Lear has assets of $1,270,800,000 against
debts of $4,536,000,000.

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


LEHMAN BROTHERS: ACERA Wants Lift Stay to Obtain Information
------------------------------------------------------------
Alameda County Employees' Retirement Association and various
other groups ask the Court to lift the automatic stay so that
they could also obtain information produced by Lehman Brothers
Holdings Inc. and its affiliated debtors in connection with the
investigation commenced in their Chapter 11 cases.

ACERA, et al., also want to obtain the same information provided
by the Debtors with the examiner, the Official Committee of
Unsecured Creditors, the U.S. Securities and Exchange Commission
and various other groups that are conducting investigation into
what caused the Debtors' bankruptcy.  Those information, the
groups say, are related to the issues they raised in a complaint
they filed against some officers of LBHI.  ACERA, et al., are
lead plaintiffs in a securities class action they filed against
some of LBHI's officers before the U.S. District Court for the
Southern District of New York.

The complaint stemmed from LBHI's alleged undisclosed exposure to
losses from distressed mortgage and asset-backed securities.
LBHI allegedly failed to disclose the true risk of losses
associated from its mortgage-related assets and did not properly
write-down the assets to reflect their true value.

"A limited modification of the automatic stay is warranted
because numerous government entities and other parties already
have access to evidence that is material and relevant to lead
plaintiffs' claims in the securities litigation," says the
groups' attorney, S. Jason Teele, Esq., at Lowenstein Sandler PC,
in New York.

"Preventing lead plaintiffs from accessing discovery materials
produced by the Debtors unduly prejudices lead plaintiffs by
hampering their efforts to formulate litigation and settlement
strategies in the securities litigation," Mr. Teele says in court
papers.

                      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: Gets Nod to Probe First Data & Dollar General
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Lehman Brothers Special Financing Inc. to investigate
First Data Corporation and Dollar General Corporation in
connection with the termination of their swap transactions.

The Court has not yet issued a ruling on LBSF's motion to
investigate Veyance Technologies Inc. that would shed light on
the issue of whether or not there is an existing swap agreement
between the companies.

LBSF, in separate motions, sought permission from the Bankruptcy
Court to investigate First Data Corporation and Dollar General
Corporation.  LBSF wants the First Data and Dollar General
investigated in connection with the termination of their swap
transactions under their agreements know as ISDA Master
Agreements.  First Data and Dollar General terminated the
transactions following the bankruptcy filing of LBSF.

Veyance earlier objected the proposed investigation in light of
the adversary case it filed against LBSF on October 21, 2009.
Veyance said the proposed investigation is inappropriate and that
any investigation into the alleged swap transaction between the
companies must be conducted in the adversary proceeding.

Veyance filed the case seeking declaratory judgment that no
contract exists between the companies as well as preliminary
injunction to prevent LBSF from declaring an event of default
under the terms of what Veyance calls an "unsigned draft
contract."  The company asserted that it never executed the
contract and is therefore not bound by its terms, which include
requiring the company to make payments in case LBSF declares an
event of default.

                      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: Gets Nod for Settlement Agreement With Barclays
----------------------------------------------------------------
American Express Travel Related Services Company Inc. obtained
approval from the U.S. Bankruptcy Court for the Southern District
of New York of a revised settlement agreement with Barclays
Capital Inc., which settlement requires Barclays to pay
$3.9 million to American Express.

The agreement also authorizes American Express to file a claim of
not more than $7 million against Lehman Brothers Holdings Inc.
and another $7 million claim against its retail brokerage, Lehman
Brothers Inc.

The original agreement was supposed to be presented to the Court
for approval in September but it drew flak from LBHI and LBI's
trustee, which prompted American Express and Barclays to revise
the terms of the agreement.

Under the revised deal, American Express' claim against LBHI was
reduced by as much as $5.28 million.  American Express is also
required to amend the proof of claim it previously filed in
Court, which seeks payment of $12.28 million.

American Expressed also agreed to waive all other claims it may
have against LBHI and LBI that stemmed from their contracts
including the Business Travel Services Agreement and the Global
Corporate Services Commercial Account Agreement, which will be
deemed assumed and assigned to Barclays as of September 22, 2008.
It also agreed to waive its claims against former LBHI employees
who owe an undisclosed sum to American Express under the
contracts.

Barclays previously excluded the two contracts from a list of
agreements it decided to assume as part of its acquisition of
LBHI's North American broker-dealer business, a move that
resulted in a month-long dispute with American Express and ended
by the signing of the settlement agreement.

A full-text copy of the settlement agreement is available for
free at http://bankrupt.com/misc/LehmanSettlementAmEx.pdf

                      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: LCPI Has Nod to Purchase Fairpoint Participation
-----------------------------------------------------------------
Lehman Commercial Paper Inc. obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to buy a
participation from a securitization trust.

LCPI intends to purchase a participation in a loan known as
FairPoint Communications Term Loan A, which it previously
assigned to Variable Funding Trust 2008-1, a Delaware statutory
trust.  The participation, which has a current notional value of
$59,284,919, was pledged by VFT 2008 to The Bank of New York
Trust Company N.A. for the notes that the securitization trust
issued to The Metropolitan Life Insurance Company under a note
purchase agreement dated May 9, 2008.

VFT 2008 issued the notes in return for availing up to
$500 million from MetLife.  Repayment of the notes are guaranteed
by Lehman Brothers Holdings Inc., and are secured by collateral in
the form of participations in corporate loans that it sold and
assigned to VFT 2008.

LCPI's attorney, Jacqueline Marcus, Esq., at Weil Gotshal &
Manges LLP, in New York, says LCPI could realize the full value
of its interest in the term loan through the proposed purchase
rather than a sale of the participation to a third party at the
current market price.

"The Fairpoint loan is currently trading at 76.25 percent of its
par value.  LCPI believes that it is possible that the FairPoint
loan will be trading at a significantly higher market rate within
the next eighteen months," Ms. Marcus says in court papers.

LCPI, Ms. Marcus says, intends to buy the participation from VFT
2008 for a price equal to 76.25% of the notional value of the
participation as of the date of the purchase.  If the notional
value on the date of the purchase is equal to $59,284,919, the
participation would be bought by about $45.2 million.

Under the transaction, LCPI will cause VFT 2008 to prepay the
outstanding balance of the notes it issued to MetLife by an
amount equal to the purchase price, upon the consummation of the
purchase.  In return, MetLife will cause BNY to waive and release
its interest in the participation.  At the conclusion of the
proposed transaction, LCPI would own the beneficial interest in
the portion of the loan that is the subject of the participation,
free and clear of all liens.

The hearing to consider approval of LCPI's request is scheduled
for October 14, 2009.  Creditors and other concerned parties have
until October 1, 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: SPU Wants LBSF to Promptly Decide on Contract
--------------------------------------------------------------
Seattle Pacific University asks the U.S. Bankruptcy Court for the
Southern District of New York to compel Lehman Brothers Special
Financing Inc. to either assume or reject their swap agreement.

SPU, a non-profit university, entered into an interest rate swap
transaction with LBSF in 2000 to hedge its variable interest rate
exposure on some long-term bonds issued by the Washington Higher
Education Facilities Authority to finance the university's
projects.

Under the Swap Agreement, LBSF is tasked to calculate the
regularly scheduled payments due from each party and provide
calculation statements to SPU.  Lehman Brothers Holdings Inc.,
meanwhile, serves as the credit support provider to LBSF under
the deal.

Attorney for SPU, Robert Michaelson, Esq., at K&L Gates LLP, in
New York, says LBSF has continued to receive payments from SPU
despite LBSF's alleged failure to discharge its duties under the
Swap Agreement since its bankruptcy filing.

According to Mr. Michaelson, SPU has been "paying LBSF for an
interest rate hedge that does not in fact hedge the university's
exposure to interest rate risk."

Currently, LBSF is "in-the-money" under the Swap Agreement,
receiving netted regular payments from SPU.  Between October 2000
and August 2009, SPU paid a total sum of $4,695,857 to LBSF.

"In a rising interest rate environment, LBSF may be required to
pay netted regular payments to SPU.  LBSF is incapable, however,
of providing any, let alone adequate assurance of such future
performance under the Swap Agreement," Mr. Michaelson says.

"In light of LBSF's inability to provide adequate assurance of
future performance under the Swap Agreement, LBSF should be
required to assume or reject the Swap Agreement immediately, to
avoid any further harm to SPU," he further says.

According to Mr. Michaelson, the assignment of the Swap Agreement
"as is" to a third-party dealer is unlikely due to a provision in
the agreement, which requires LBSF to post collateral to secure
its obligations under the Swap Agreement while SPU is not
required to do so.

The hearing to consider approval of SPU'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)


LIBBEY GLASS: Moody's Gives Positive Outlook, Keeps 'Caa1' Rating
-----------------------------------------------------------------
Moody's Investors Service revised Libbey Glass Inc.'s ratings
outlook to positive and affirmed the company's Caal corporate
family rating and SGL-3 speculative grade liquidity rating.
Concurrently, Libbey Glass' probability-of-default rating was
changed to Caa1/LD from Caa1 to reflect Moody's view that the
company's recently completed debt-for-equity exchange was deemed a
distressed exchange, and a limited default designation was
assigned to the PDR.  Moody's will remove this designation in
approximately three business days.

On October 28, 2009, Libbey Glass completed a transaction whereby
it exchanged its $160.9 million senior subordinated secured
payment-in-kind notes for a combination of new notes, common
equity and warrants in its parent, Libbey, Inc.  Terms of the new
notes include a maturity date extension, zero percent interest for
up to thirteen months with 16% interest payable in kind or cash
thereafter, and a call option at par at any time.

The outlook change to positive reflects Libbey Glass' improved pro
forma credit metrics, as the transaction successfully reduced debt
by $80.4 million and reduced future annualized cash interest by
about $26 million.  In addition, management's focus on cutting
costs and improving liquidity through reduced capital spending and
inventory has led to a significant improvement in free cash flow
in the first nine months of 2009.  The company ended the third
quarter with about $31 million of balance sheet cash, and has
fully repaid revolver borrowings.  As a result, pro forma credit
metrics have improved significantly.

The affirmation of the SGL-3 rating reflects the company's
improved liquidity profile, which is supported by the expectation
that balance sheet cash, positive free cash flow and excess
revolver availability should be more than sufficient to cover cash
needs over the next twelve months.  However, refinancing risk
remains an ongoing ratings constraint, as the company's revolving
credit facility is due to expire in December 2010 and its second
lien notes are due to mature in June 2011.

Upward rating pressure could stem from a successful refinancing of
its maturing obligations coupled with sustained improvement in
operating performance and cash flow.  Downward pressure could stem
from any material deterioration in operating performance or cash
flow, or should refinancing risk increase with the approaching
maturities.

Ratings affirmed:

  -- Corporate family rating at Caa1;

  -- Second lien senior secured notes due 2011 at Caa1 (LGD4,
     56%);

  -- Speculative grade liquidity rating at SGL-3

Ratings changed:

  -- Probability of default rating to Caa1/LD from Caa1

Subsequent rating actions (this rating change will take place in
approximately three business days):

  -- Probability of Default rating to Caa1 from Caa1/LD

Moody's previous rating action on Libbey Glass was on June 16,
2009, when the company's corporate family rating was downgraded to
Caa1 with a negative outlook.

Headquartered in Toledo, Ohio, Libbey Glass Inc. is the largest
manufacturer of glass tableware in the Western Hemisphere, and one
of the largest manufacturers of glass tableware in the world.
Revenues for the twelve months ending September 30, 2009, were
about $730 million.  The Company serves foodservice, retail,
industrial, and business-to-business customers in over 100
countries.  It is the operating subsidiary of Libbey Inc.


LJL PREMIER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: LJL Premier Holdings, L.L.C.
        12651 High Buff Drive, Suite 250
        San Diego, CA 92130

Bankruptcy Case No.: 09-28393

Chapter 11 Petition Date: November 4, 2009

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

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Joel F. Newell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th Street
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: j.newell@cplawfirm.com

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

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

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

The petition was signed by Ronald D. McMahon.


LYNN ANN CELESTIN: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Lynn Ann Celestin
        12125 Arnold Mill Road
        Roswell, GA 30075

Bankruptcy Case No.: 09-89133

Chapter 11 Petition Date: November 2, 2009

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

Debtor's Counsel: Rex Cornelison, Esq.
                  The Cornelison Group, LLC
                  Building D, Suite 1
                  500 Sun Valley Drive
                  Roswell, GA 30076-5636
                  Tel: (770) 587-0082

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 $6,000,000,
and total debts of $2,817,653.

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

The petition was signed by Ms. Celestin.


LYONDELL CHEMICAL: BoNY Amends Intervenor Complaint vs. Lenders
---------------------------------------------------------------
The Bank of New York Mellon and the Bank of New York Mellon Trust
Company, N.A., as indenture trustee for the holders of certain
notes aggregating (i) $100 million issued by Lyondell Chemical
Company, as predecessor-in-interest of ARCO Chemical Chemical
Company, and (ii) $225 million issued by Equistar Chemicals, LP,
filed with the Court an amended complaint in intervention
against Citibank, N.A., London Branch; Citibank International
PLC; Citigroup Global Markets Inc.; Goldman Sachs Credit
Partners, L.P.; Goldman Sachs International; Merrill, Lynch,
Pierce, Fenner & Smith Inc.; Merrill Lynch Capital Corporation,
UBS Securities LLC; Leverage Source III, S.a.r.l., individually
as a holder through purchase of obligations under a Senior Credit
Agreement dated December 20, 2007, between Citibank, N.A., as
administrative agent and certain Debtors, and as Class
Representative for all other holders through purchase of
obligations under the Senior Credit Facility, LyondellBasell
Finance Company; Lyondell Europe Holdings Inc. on October 15,
2009.

Under the October 15 Amended Intervenor Complaint, BoNY removed
its fraudulent transfer claim against Debtor LyondellBasell
Industries AF S.C.A., arising from Lyondell's and Equistar's
obligations under their guarantees of 8.375% Senior Notes due
2015 issued by Nell AF S.a.r.l., which guarantees were entered
pursuant to the December 20, 2007 acquisition of Lyondell
Chemical Company by Basell AF S.C.A.  BoNY previously asserted
that at the time of the Merger, each of Lyondell and Equistar (i)
was insolvent or became insolvent as a result of the incurrence
of the Nell Guarantees; (ii) was engaged or was about to engage
in a business or transaction for which the remaining assets were
unreasonably small capital; and (iii) intended, believed, or
reasonably should have believed that it would incur debts beyond
its ability to pay the debts as they became due.

Thus, in the October 15 Amended Intervenor Complaint, BoNY asks
the Court to enter a judgment:

* against parties under the Senior Credit Facility, and Bridge
   Loan Facility, LeverageSource, individually and as class
   representative, LB Finance, and Lyondell Europe, that
   the obligations and liens incurred under the loans,
   intercompany loans, and subsidiary guarantees constitute
   fraudulent transfers and fraudulently incurred obligations
   under Sections 544 and 548 and under applicable state
   fraudulent transfer law;

* against the Senior Credit Facility Lender Parties, the
   Bridge Loan Lender Parties, LB Finance, Lyondell Europe, and
   LeverageSource, avoiding the Loan Obligations, Intercompany
   Loans, and Subsidiary Guarantees to the maximum extent
   permitted by law pursuant to Sections 544 and 548 and under
   applicable state fraudulent transfer law;

* pursuant to Sections 544 and 548 and under applicable state
   fraudulent transfer law, avoiding the liens to the maximum
   extent permitted by law, and under Section 551, preserving
   the avoided liens for the benefit of the estates and
   entering judgment against the Senior Credit Facility Lender
   Parties, LeverageSource, the Bridge Loan Lender Parties for
   any other property, or the value, transferred by Lyondell and
   Equistar on account of the Loan Obligations, Intercompany
   Loans, and Subsidiary Guarantees;

* pursuant to Section 550 and under applicable state
   fraudulent transfer law, avoiding all other prepetition and
   postpetition transfers with respect to avoided Loan
   Obligations, and entering judgment against the lender
   parties in the amount of those avoided transfers;

* against the Senior Credit Facility Lender Parties and
   LeverageSource and the Bridge Loan Lender parties, finding
   that they engaged in inequitable conduct pursuant to Section
   510;

* subordinating the claims of the Senior Credit Facility
   Lender Parties, LeverageSource, and Bridge Loan Lender
   parties arising out of the Loan Obligations;

* pursuant to Sections 550 and 551, against the Senior Credit
   Facility Lender Parties, LeverageSource and the Bridge Loan
   Facility Lender Parties for any payments made by the
   obligors of the Loan Obligations, and transferring the
   liens securing the subordinated Loan Obligations to the
   Debtors' estates; and

* against Citibank for damages in an amount to be determined
   at trial.

Moreover, BoNY filed a complaint in intervention on October 19,
2009, against ABN AMRO, Inc.; ABN AMRO Bank N.V.; Deutsche Bank
Trust Company Americas; and the Wilmington Trust Company arising
from the December 20, 2007 Merger.

BoNY's counsel, Stuart I. Friedman, Esq., at Friedman &
Wittenstein, in New York, relates that upon the Merger, Lyondell
and Equistar became Restricted Subsidiaries of Basell under an
Indenture dated August 10, 2005, for the Nell Notes.  Wilmington
Trust was appointed as Successor Indenture Trustee under the Nell
Indenture effective February 5, 2009, and ABN AMRO Bank N.V. is
the security agent for the Nell Notes.  ABN AMRO, Inc. is a joint
lead arranger under the Senior Credit Facility; and the Bridge
Loan Facility.  Deutsche Bank Trust is successor to Citibank,
N.A. and Citibank International plc as administrative agent and
European administrative agent under the Senior Credit
Facility.

Mr. Friedman asserts that pursuant to the Nell Indenture, as a
consequence of Lyondell's and Equistar's guarantees of the Senior
Credit Facility, Basell caused Lyondell to become guarantor under
the Nell Indenture of additional indebtedness of $615 million and
Equistar for EUR500 million.  Since Lyondell's and Equistar's
guarantees under the Nell Indenture were predicated on Lyondell's
and Equistar's guarantees of the Senior Credit Facility, and
those guarantees were fraudulent conveyances and obligations,
there was no legitimate basis for Lyondell and Equistar to grant
the Nell Guarantees, he points out.

BoNY insists that Lyondell and Equistar did not receive
reasonably equivalent value or fair consideration in exchange for
the incurrence of the Nell Guarantees and each of Lyondell and
Equistar (i) was insolvent, or became insolvent as a result of
the incurrence of the Nell Guarantees; (ii) was engaged or was
about to engage in a business or transaction for which the
remaining assets were unreasonably small capital; and (iii)
intended, believed, or reasonably should have believed that it
would incur debts beyond its ability to pay those debts as they
became due.

Thus, by the Amended complaint, BoNY asks the Court to enter a
judgment:

  (a) against the ABN Entities, Deutsche Bank and Wilmington
      Trust as parties under the Senior Credit Facility, Bridge
      Loan Facility, and Nell Guarantees, finding that the
      obligations under the Senior Credit Facility, the Bridge
      Loan Facility and the Nell Guarantees, and the liens under
      granted under these loans and guarantees constitute
      fraudulent transfers or fraudulently incurred obligations
      pursuant to Section 544 and 548, and under applicable
      state fraudulent transfer law;

  (b) pursuant to Sections 544 and 548, and under applicable
      state fraudulent transfer law, avoiding the obligations
      of Lyondell and Equistar under the Senior Credit Facility,
      Bridge Loan Facility and Nell Guarantees to the maximum
      extent permitted by law;

  (c) pursuant to Sections 544 and 548, and under applicable
      State fraudulent transfer law, avoiding the Senior Credit
      Liens and Bridge Loan Liens to the maximum extent
      permitted by law, and, under Section 551, preserving the
      avoided Senior Liens and Bridge Loan Liens for the benefit
      of the Debtors' estates;

  (d) pursuant to Section 550 and under applicable state
      fraudulent transfer law, avoiding all other prepetition
      and postpetition transfers with respect to avoided Senior
      Credit Facility Obligations and Bridge Loan Obligations,
      and entering judgment against the ABN Entities and
      Deutsche Bank in the amount of those avoided transfers;

  (e) against the ABN Entities and Deutsche Bank, finding that
      they engaged in inequitable conduct pursuant to Section
      510;

  (f) subordinating the claims of the ABN Entities and Deutsche
      Bank, arising out of the Senior Credit Facility
      Obligations; and Bridge Loan Lender Obligations;

  (g) pursuant to Sections 550 and 510, entering judgment
      against the ABN Entities and Deutsche Bank, any payments
      made by the obligors under the Senior Credit Facility and
      Bridge Loan Facility on account of the obligations under
      these loans, and transferring the liens securing the
      subordinated Senior Credit Facility Obligations and Bridge
      Loan Facility Obligations to the Debtors' estates.

  (h) pursuant to Sections 550 and 551, and under applicable
      state fraudulent transfer law, preserving any of those
      avoided liens for the benefit of the Debtors' estates and
      entering judgment against the ABN Entities and Deutsche
      Bank for any other property, or the value thereof,
      transferred by Lyondell and Equistar on account of the
      guarantees under the Senior Credit Facility, Bridge
      Loan Facility, and Nell Guarantees; and

  (i) declaring that the guarantees given by Lyondell and
      Equistar in connection with the Merger must be avoided or
      reduced in amount to the maximum extent permitted by law.

In a related request, BoNY seeks the Court's permission to file
under seal the Complaint because it cites certain information
that has been designated confidential or highly confidential
pursuant to a proposed stipulation and protective order that the
parties to the Committee have been following.

Moreover, BoNY asks the Court for standing to pursue claims of
the Debtors' estates concerning guarantees provided by Lyondell
and Equistar to the Nell Notes in connection with the Merger.

BoNY believes that it currently has standing to assert the claims
with respect to the Nell Guarantees because the Court has already
authorized the Committee to file the Committee Complaint and has
granted BoNY leave to intervene in the Committee Action.  Mr.
Friedman points out that although identical claims have not been
asserted in the Committee Complaint, the claims at issue in the
October 19 Intervenor Complaint arose from the same set of facts
as the Committee Complaint and seek to avoid transactions
undertaken in connection with the Merger.  Even if BoNY had not
already been granted standing to assert these claims, conferring
standing on BoNY is warranted under Unsecured Creditors Comm. of
Debtor STN Enters., Inc. v. Noyes (In re STN Enters.) 779 F. 2d
901, 905 (2d Cir. 1985), he asserts.  He explains the claims
under the Nell Guarantees are clearly colorable and are likely to
survive any motion to dismiss based on Rule 7012(b)(6) of the
Federal Rules of Bankruptcy Procedure because they set out
facially valid fraudulent transfer claims.

More importantly, if successful, the claims under the Nell
Guarantees would avoid over a billion dollars in liabilities
incurred by the estates of Lyondell and Equistar, Mr. Friedman
says.  Thus, any costs associated with the litigation are
minuscule in comparison with the potential benefits to the
Debtors' estates, he maintains.

                Debtors and Wilmington Trust Object
                  to BoNY's Motions for Standing

The Debtors note that BoNY's Motions for Standing to Pursue
Claims of the Debtors' estates relating to (i) the Intercompany
Loans and (ii) Nell Guarantees asserted in the Intervenor
Complaints are premature.

Debtors' counsel, Israel Dahan, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, explains that BoNY's Motions seek standing
to pursue claims that involve the solvency of individual Debtors,
which issue will be addressed, if necessary in the Phase I-A
trial of the Committee Action.  He notes that in the Final Case
Management Order, any issues of individual Debtor solvency can be
addressed, the threshold issue of enterprise solvency must be
first determined.  Only after this threshold issue is determined,
will the case proceed into Phase I-A where issues that require
the judicial determination of the financial condition of the
individual Debtors.  Thus, with respect to the issue of whether
BoNY has colorable claims, the Court need not entertain that
question at this time, he points out.  More importantly, granting
the Standing Motions an allowing BoNY to file the proposed
Intervenor Complaints will not benefit the Debtors'
reorganization, he maintains.

Thus, the Debtors ask the Court to defer the consideration of the
Motions for Standing until after the Court decides Phase I of the
Committee Action.

On behalf of Wilmington Trust, David S. Rosner, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, asserts that BONY was
the predecessor indenture trustee for the 2015 Notes when it
enabled the Merger by errantly executing documents, including an
amended and restated intercreditor agreement that Wilmington
Trust seeks to avoid in separate litigation and a Supplemental
Indenture, which created the very guarantees BONY now seeks
authority to avoid.  Thus, BONY has a clear conflict precluding
BONY from acting as the Debtors' estates' surrogate against the
2015 Noteholders that it represented in obtaining the guarantees
it asks be avoided, Wilmington Trust insists.

Moreover, Mr. Rosner points out that Standing Motions are not
ripe for adjudication as a matter of law, and any delay in
adjudication of this matter will cause BoNY no hardship.  Just as
in re Adelphia Communications Corp., 307 B.R. 432 (Bankr.
S.D.N.Y. 2004), there are significant uncertainties that cast
substantial doubt as to whether BoNY's Proposed Intervenor
Complaints will make any change at all to creditor recoveries
because unsecured creditors may be completely out of the money
or, if the Committee Action is successful, the Debtors would be
solvent, he says.  Wilmington Trust alleges that the timing of
the Standing Motions suggests the true intent underlying them: a
litigation tactic to try to gain leverage over the 2015
Noteholders in any forthcoming plan negotiations.

Thus, Wilmington Trust asks the Court to deny the Standing
Motions.

Consequently, BoNY withdrew its Motion for Standing to Pursue
Claims of the Debtors' estates with respect to the Nell
Guarantees.  Concurrent with the filing of the partial
withdrawal, BoNY filed its October 15 Amended Intervenor
Complaint omitting the claims with respect to the Nell Guarantees
in light of the October 19 Intervenor Complaint filed against ABN
Amro, et al.

                     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)


LYONDELL CHEMICAL: Trial on Panel Suit vs. LBO Lenders on Dec. 10
-----------------------------------------------------------------
To recall, the Official Committee of Unsecured Creditors in
Lyondell Chemical Co.'s bankruptcy cases has commenced a lawsuit
against Citibank N.A., Deutsche Bank, and other banks that funded
the 2007 acquisition of Lyondell Chemical Company by Basell AF
S.C.A.  Having accumulated heavy debt because of the merger,
LyondellBasell was in a full-blown liquidity crisis and was
running out of money to fund its operations only three months
following the merger.  The Creditors Committee asserted claims of,
among other things, fraudulent transfer, breach of fiduciary duty,
avoidance of unperfected senior liens.

In a letter addressed to the Court, Mr. Wissner-Gross, on behalf
of the Committee, informed the Court that the Committee and the
defendants to the Committee Action have agreed to slight
modifications of certain of the discovery deadlines contained in
the Case Management Order.

The Parties agreed to these deadlines:

  November 13, 2009   -- exchange of rebuttal expert reports

  November 20, 2009   -- deadline to object to a Party's motion
                         for summary judgment, if that party
                         does not file a Supplement.

  November 24, 2009   -- deadline to file opposition to any
                         party's supplement to that party's
                         motion for summary judgment to dismiss
                         any Phase I Count.

  November 27, 2009   -- deadline to file any reply in support
                         of a motion for summary judgment with
                         respect to Phase I Count.

  Nov. 18 to 25, 2009 -- period for depositions of all parties'
                         experts and rebuttal experts.

Judge Gerber approved the stipulation.

Subsequently, Judge Gerber approved a schedule extending certain
deadlines in the Committee Action.  The pertinent deadlines in
the schedule include;

  November 3, 2009       -- deadline for filing summary judgment
                            motions.  Deadline to file
                            opposition to summary judgment
                            motions must be filed 21 days after
                            service. Reply in support of summary
                            judgment motions will be served 10
                            days after service of the
                            opposition.

  November 20, 2009      -- deadline for pre-trial motions.

  November 20, 2009      -- deadline for draft pre-trial order.

  November 20, 2009      -- deadline for rebuttal reports.

  December 2, 2009       -- deadline for joint pre-trial order.

  December 10, 2009      -- trial on Phase I of Committee
                            Action.

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

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

                     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)


LYONDELL CHEMICAL: Gets Nod for Pact With Gainesville-Oakwood
-------------------------------------------------------------
Lyondell Chemical Co. and its units, including Millennium
Holdings, LLC, obtained authorization from the Bankruptcy Court to
enter into an agreement with Gainesville-Oakwood Properties, LLC,
Chameleon Solutions, Inc., and U.S. Bank National Association.

In May 1993, HM Holdings, Inc., and Allied Paper Incorporated
executed an agreement pertaining to remediation of certain
environmental contamination or pollution located at or emanating
from the properties, including a plant at Gainesville, Georgia.
In connection with the Environmental Agreement, Allied, HMH and
Continental Bank National Association executed a Disbursement
Agreement, whereby certain escrow funds and a Letter of Credit
were transferred to Continental as Disbursement Agent.
Millennium is successor to HMH, Gainesville-Oakwood to Allied and
U.S. Bank to Continental under the Environmental Agreement and
the Disbursement Agreement.  In July 2006, Chameleon became a
party to the Environmental Agreement and the Disbursement
Agreement when it purchased a portion of the Property, which is
not impacted by contamination and is not subject to remediation.

Pursuant to the Environmental Agreement, Millennium submitted a
Corrective Action Plan for remediation of the Property to the
Georgia Department of Natural Resources, Environmental Protection
Division.  Millennium estimated the cost to implement the CAP at
$466,225, with Millennium's share of this cost estimated at
$340,344.  The CAP was conditionally approved in August 2008.
After the Petition Date, Millennium communicated to the parties
to the Environmental Agreement and Disbursement Agreement that it
would not continue to undertake or participate in implementation
of the CAP or other remediation of the Property.

To resolve all of Millennium's future financial obligations to
Gainesville-Oakwood related to the Property, the parties executed
the Agreement under which they agreed that:

* Millennium and Gainesville-Oakwood will be released from any
   and all obligations under the Environmental Agreement with
   respect to the Property; and

* Millennium and Gainesville-Oakwood jointly instructed U.S.
   Bank to (i) draw $400,000 on a JP Morgan letter of credit
   established by Millennium pursuant to the Environmental
   Agreement; and (ii) deposit those funds into one or more
   interest bearing accounts at U.S. Bank to fund Millennium's
   share of implementing the CAP.  Upon termination of the
   Environmental Agreement, any funds remaining from the JP
   Morgan draw proceeds will be delivered to Millennium.

The Debtors assert that by entering into the Agreement,
Millennium will avoid the time and expense of complying with its
obligations under the Environmental Agreement, including
implementation of the CAP and remediation of the Property.

                     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)


LYONDELL CHEMICAL: Terminates Benefits for Non-Objecting Execs.
---------------------------------------------------------------
In a memorandum dated October 27, 2009, Judge Robert Gerber
granted Lyondell Chemical Co. and its affiliates' motion to
terminate executive benefits with respect to the affected
executives who did not object and those who did object but did not
appear before the Court.  No formal order has been entered yet.

Upon review of all additional agreements submitted by the
objecting parties and the Debtors, Judge Gerber found that at
most, the Supplemental Agreements provide additional benefits to
certain of the Objectors, above and beyond provided in the
Executive Benefits Plan.  Although the Debtors may be limited in
their ability to amend or terminate certain of the Supplemental
Agreements, these limitations do not necessitate carving out
counterparties to the Supplemental Agreements from the
Termination Order because, among others, the Supplemental
Agreements do not provide for the types of benefits articulated
in Section 1114 of the Bankruptcy Code, Judge Gerber explained.
Moreover, the remaining Supplemental Agreements do not include
any language that could limit the Debtors' contractual right to
terminate or modify the Plans, Judge Gerber said.  On the
contrary, many of the Supplemental Agreements expressly reserve
the Debtors' right to modify or amend the Plans, the Judge added.

Accordingly, Judge Gerber ruled that none of the Supplemental
Agreements provides a basis for carving out any of the Objectors
from the Termination Order.  Judge Gerber, thus, directed the
Debtors to settle an order in an accordance with his October 27
Memorandum.

                     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)


MAGUIRE PROPERTIES: Reports $48.58 Million Q3 2009 Net Loss
-----------------------------------------------------------
Maguire Properties, Inc., posted a net loss of $48.58 million on
total revenue of $126.32 million for the quarter ended
September 30, 2009, from a net loss of $67.75 million on total
revenue of $123.86 million for the same period a year ago.  The
Company posted a net loss of $533.80 million on total revenue of
$378.06 million for the nine months ended September 30, 2009, from
a net loss of $231.79 million on total revenue of $379.24 million
the prior year.

At September 30, 2009, Maguire had $4.17 billion in total assets
against $4.69 billion in total liabilities.

Net loss available to common stockholders for the quarter ended
September 30, 2009, was $(46.8) million, or $(0.97) per share,
compared to a net loss available to common stockholders of
$(72.5) million, or $(1.52) per share, for the quarter ended
September 30, 2008.  Maguire's earnings in the third quarter of
2009 were negatively impacted by impairment charges totaling
$10.1 million recorded in connection with the dispositions of Park
Place I and 130 State College, $4.6 million of default interest
accrued on properties currently in default and $1.5 million of
severance-related charges.  Maguire's earnings in the third
quarter of 2008 were negatively impacted by impairment charges
totaling $21.8 million recorded in connection with the
dispositions of City Plaza and 1920 and 2010 Main Plaza.

Maguire's share of Funds from Operations (FFO) available to
common stockholders for the quarter ended September 30, 2009,
was $(11.7) million, or $(0.24) per share, compared to
$(20.2) million, or $(0.42) per share, for the quarter ended
September 30, 2008.  Its share of FFO before specified items was
$2.8 million, or $0.06 per diluted share, for the quarter ended
September 30, 2009, as compared to $1.8 million, or $0.04 per
diluted share, for the quarter ended September 30, 2008.

The weighted average number of common and common equivalent shares
used to calculate basic and diluted earnings per share for the
quarter ended September 30, 2009, was 48,285,111 due to the
Company's net loss position.  Maguire's diluted number of common
and common equivalent shares outstanding used to calculate FFO for
the quarter ended September 30, 2009, was 48,592,128.

As of September 30, 2009, Maguire's portfolio was comprised of
whole or partial interests in approximately 30 million square
feet, consisting of 33 office and retail properties totaling
approximately 18 million net rentable square feet, one 350-room
hotel with 266,000 square feet, and on- and off-site structured
parking plus surface parking totaling approximately 12 million
square feet, which accommodates approximately 38,000 vehicles.
Maguire has one recently completed development project that totals
approximately 188,000 square feet of office space.  Maguire also
owns undeveloped land that it believes can support up to
approximately 4 million square feet of office and mixed-use
development and approximately 5 million square feet of structured
parking, excluding development sites that will be disposed of
along with its Stadium Towers Plaza, Pacific Arts Plaza and 2600
Michelson properties.

Significant Third Quarter Events:

     -- In August 2009, the Company said six special purpose
        property-owning subsidiaries are or will be in default on
        their mortgage loans.  The defaults occurred as a result
        of the board of directors approving management's plan to
        cease funding cash shortfalls at these properties.  The
        properties are Stadium Towers in Central Orange County,
        Park Place II in Irvine, 2600 Michelson in Irvine, Pacific
        Arts Plaza in Costa Mesa, 550 South Hope in Downtown Los
        Angeles, and 500 Orange Tower in Central Orange County.
        During the third quarter, Maguire accrued default interest
        totaling $4.6 million as well as regular scheduled
        interest totaling $7.3 million related to properties
        currently in default, both of which are unpaid as of
        September 30, 2009.

     -- On August 11, 2009, the Company completed a deed in lieu
        of foreclosure with the lender to dispose of Park Place I.
        Additionally, the Company closed the sale of certain
        parking areas together with related development rights
        associated with the Park Place campus for $17.0 million.
        The Company received net proceeds of $16.5 million, which
        it intends to use for general corporate purposes.  The
        Company recorded a $4.2 million impairment charge during
        the third quarter in connection with this disposition.

     -- In September 2009, the Company extended the maturity date
        of its Lantana Media Campus construction loan to June 13,
        2010.

     -- During the quarter, the Company completed new leases and
        renewals for approximately 300,000 square feet (including
        its pro rata share of its joint venture properties).

Significant Subsequent Events

     -- On September 15, 2009, Maguire entered into an agreement
        to sell 130 State College located in Orange County for
        $6.5 million.  This transaction closed on October 30,
        2009.  Maguire received net proceeds totaling
        approximately $6 million, which it intends to use for
        general corporate purposes.  During the third quarter,
        Maguire recorded a $5.9 million impairment charge related
        to the disposition of this property.

On and effective October 30, 2009, the Company's Board of
Directors adopted the Third Amended and Restated Bylaws of Maguire
Properties, Inc.  The sole purpose of the amendment and
restatement of the Bylaws is to specify that the Chairman of the
Board is not deemed to be an officer of the Company.

                  About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG) --
Http://www.maguireproperties.com/ -- is the largest owner and
operator of Class A office properties in the Los Angeles central
business district and is primarily focused on owning and operating
high-quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.


MALIBU ASSOCIATES: Failed Loan Extension Talks Cue Ch. 11 Filing
----------------------------------------------------------------
The Malibu Country Club, formally known as Malibu Associates LLC,
filed for bankruptcy protection in San Fernando Valley, California
(Bankr. C.D. Calif. Case No. 09-24625), after negotiations for a
loan extension failed, Michael Bathon at reported.

The Malibu Country Club is part-owned by former Lehman Brothers
Holdings Inc. Chief Executive Richard Fuld.  Mr. Fuld owns about
5% of Malibu Associates through a company called RSF Jr. LLC.
Malibu Associates also listed Michael Moritz and Doug Leone as
investors, each owning 14% of the company.

Malibu Associates owns the 6,740-yard 18-hole golf course set on
about 650 acres in Malibu and a 10,000 square foot clubhouse.
Malibu Associates had assets of $42.9 million and debt of
$35.8 million.

California National Bank froze the club's credit line in May and
Malibu Associates wasn't able to negotiate an extension.  A
receiver is to take over the company, Mr. Bathon reported, citing
court documents.  California National Bank is owed about
$34.6 million, secured by all the company's assets.


MARK IV INDUSTRIES: To Rely on Dayco Products Post-Bankruptcy
-------------------------------------------------------------
Mark IV Industries Inc. is emerging from bankruptcy and expects
its primary division, Dayco Products LLC, to lead the way, Mike
McNulty, rubber & plastics news staff of Rubbernews.com.  The
Company cleared the bankruptcy process "at warp speed" and
preserved a positive cash flow, according to Dayco CEO James C.
Orchard.

The Troubled Company Reporter said on Sept. 24, 2009, the U.S.
Bankruptcy Court for the Southern District of New York has
confirmed the Company's plan of reorganization.  The Court's
approval of the plan, which had been accepted by an overwhelming
majority of Mark IV's creditors, clears the way for Mark IV to
emerge from Chapter 11 in October.

Under the plan, as confirmed by the Court, Mark IV will reduce
debt obligations on its balance sheet from approximately
$1.2 billion to approximately $400 million.  The Company's senior
secured lenders will receive an 88% equity stake (before any
allocation to management) in the reorganized company and pro rata
participation in the Restructured Debt Term Loan Agreement.  The
remaining 12% would be shared by the Company's unsecured
creditors, including senior secured lenders.  Current equity in
Mark IV will be cancelled and no distribution will be provided to
current equity holders under the Plan.

The Company said that Jim Orchard and Mark Barberio will be co-
chief executive officers of Mark IV.  Mr. Orchard served as
the Company's interim chief executive officer during the
restructuring.  Mr. Barberio, who also continues as Mark IV's
chief financial officer, joined the company in 1985.

                          About Mark IV

Headquartered in Amherst, New York, Mark IV Industries, Inc., --
http://www.mark-iv.com/-- is a privately held leading global
diversified manufacturer of highly engineered systems and
components for vehicles, transportation infrastructure and
equipment.  The company's systems and components are designed to
promote a cleaner and safer environment and include power
transmission, air admission and cooling, advanced radio frequency,
and information display technologies.  The company has a
geographically diverse innovation, marketing and manufacturing
footprint, and employs 4,200 people across 18 manufacturing and 20
distribution/technical centers in 16 countries.

Mark IV filed voluntary petitions for reorganization on April 30,
2009 (Bankr. S.D.N.Y. Lead Case No. 09-12795).  Attorneys at
Skadden, Arps, Slate, Meagher & Flom LLP, served as the Debtors'
counsel.  Personnel at Zolfo Cooper served as restructuring
advisors.  Houlihan Lokey served as Investment bankers and
financial advisors and Sitrick and Company was tapped as public
relations advisor.  Steven M. Fuhrman, Esq., at Simpson Thacher &
Bartlett LLP, represented JPMorgan Chase Bank, N.A., the First
Lien Agent and the DIP Agent.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Creditors' Committee.

The Debtors disclosed $100 million to $500 million in assets and
more than $1 billion in debts when they filed for bankruptcy.


MAJESTIC STAR: S&P Retains 'D' Rating on $300 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Majestic Star Casino LLC's $300 million 9.5% senior secured notes
due 2010 to '3', indicating S&P's expectation of meaningful (50%
to 70%) recovery for noteholders upon resolution of the payment
default, from '2'.  The issue-level rating on these notes remains
at 'D'.

"The recovery rating revision reflects an increase in the accrued
obligation under these notes following missed interest payments in
October 2008, April 2009, and October 2009," said Standard &
Poor's credit analyst Ben Bubeck.  "It also reflects a reduction
in S&P's assumed emergence multiple to 5.5x from 6.0x due to
widespread and persistent challenging operating conditions in the
gaming sector, and S&P's expectation that these conditions will
affect valuations in the future.  This results in S&P's
expectation for lower recovery prospects for noteholders."

S&P's corporate credit rating, along with S&P's issue-level
ratings on the company's senior unsecured notes and discount notes
issued by Majestic Holdco LLC, remain at 'D'.  S&P's issue level
rating on the company's $80 million senior secured revolving
credit facility remains at 'CC', as the company remains current on
interest obligations under the revolver.  The recovery rating on
the revolver remains at '1', indicating S&P's expectation of very
high (90% to 100%) recovery for lenders in the event of a payment
default.

S&P lowered its corporate credit rating on Majestic Star to 'D' on
Oct. 15, 2008, following the company's announcement that it did
not intend to make the Oct. 15, 2008 interest payment on the
senior secured notes and senior unsecured notes co-issued by the
company and Majestic Star Casino Capital Corp. The company did not
make these interest payments prior to the end of the grace period,
which triggered an event of default under both note issues, the
bank facility, and the discount notes.  S&P subsequently lowered
its issue-level rating on the discount notes to 'D' following a
missed interest payment on April 15, 2009.  The company was
precluded from making distributions to the parent to service the
discount notes as long as an event of default existed with the
bank facility, the senior secured notes, or the senior unsecured
notes.

Under the terms of a standstill notice from the agent under the
senior secured revolving credit facility, the holders of the
senior secured notes were prohibited from taking action against
the collateral until the standstill, which was extended multiple
times, expired on Aug. 10, 2009.  On Oct. 20, 2009, the trustee
for the holders of the senior secured notes sent to the agent a
notice that it intended to exercise one or more of the default-
related rights and remedies in respect of the collateral under the
senior secured indentures, related indenture loan documents,
and/or applicable law on Oct. 30, 2009.  There has not been any
public announcement subsequent to Oct. 30.


MAROT RENTAL: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Marot Rental & Development, Corp.
        PO Box 363035
        San Juan, PR 00936

Bankruptcy Case No.: 09-09261

Chapter 11 Petition Date: October 30, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jesus Santiago Malavet, Esq.
                  Santiago Malavet And Santiago Law Office
                  470 Sagrado Corazon Street
                  San Juan, PR 00915
                  Tel: (787) 727-3058
                  Fax: (787) 726-5906
                  Email: smslopsc@prtc.net

According to the schedules, the Company has assets of $1,251,510,
and total debts of $1,692,576.

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/prb09-09261.pdf


MERISANT WORLDWIDE: Reports $21.1 Million September Operating Loss
------------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, Merisant Worldwide
Inc. reported a $31.9 million net loss in September on net sales
of $71.4 million. The operating loss for the month was $21.1
million.

Merisant has obtained approval of the disclosure statement
explaining its Chapter 11 plan.  This allows Merisant to begin
soliciting votes on the Plan.  Ballots are due December 4.
Merisant will present its plan for confirmation on December 16.

Under the Plan, holders of bank claims aggregating $205 million
will recover 100% of their claims in the form of new notes, cash
and majority of the preferred stock.  All bank lenders may elect
to convert their $205 million in claims into new stock.  While the
prior version of the Plan allowed Wayzata Investment Partners LLC,
the holder of two-thirds of the secured debt to exchange for 75%
of the new equity, the option is now available to all lenders.

Holders of unsecured claims aggregating $235.3 million against
Merisant Company will recover 5.5% in the form of 12.5% of the new
common stock of Reorganized Merisant and may participate in the
rights offering.  Holders of unsecured trade claims will receive
payment of 60% of the claim in cash provided they vote in favor of
the Plan.  Holders of unsecured claims aggregating $137.1 million
against Merisant Worldwide will receive distributions in the form
of "contingent value rights" if they vote in favor of the Plan.

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


METALDYNE CORP: Needs Resolution of Retiree Health Benefits
-----------------------------------------------------------
Metaldyne Corp. has sold substantially all its assets.  However,
according to Bill Rochelle at Bloomberg, Metaldyne Corp. reported
to the bankruptcy judge at a hearing on October 29 that the
resolution of issues regarding retiree health benefits stands in
the way of resolving its bankruptcy case.

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.

                       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/


METALS USA: Posts $1.8 Million Net Loss in Q3 2009
--------------------------------------------------
Metals USA Holdings Corp. reported a net loss of $1.8 million for
the three months ended September 30, 2009, compared with net
income of $36 million in the same period of 2008.  Sales revenues
for the third quarter were $255.4 million during the third quarter
compared with $617.7 million for the same period last year.

Net sales decreased 58.7% due primarily to a 39.4% decrease in
volumes for the flat-rolled and non-ferrous and plates and shapes
product groups, in addition to a 34.7% decrease in average
realized prices.

The Company recognized depreciation and amortization expenses
during the quarter of $4.7 million.  Interest expense for the
quarter was $14.0 million, which included $3.4 million of interest
on the Company's senior floating rate toggle notes due 2012 that
was paid entirely in kind.  Operating income was $12.7 million for
the third quarter of 2009, compared to $84.4 million of operating
income recorded in the same period last year.

During the nine months ended Sept. 30, 2009, the Company reported
net income of $7.9 million on net sales of $853.4 million,
compared with net income of $79.6 million on net sales of
$1.7 billion in the same period of 2008.

Operating income decreased $226.3 million, or 113.7%, from
operating income of $199.0 million for the nine months ended
September 30, 2008, to an operating loss of $27.3 million for the
nine months ended September 30, 2009.  The decrease was primarily
a result of the decrease in net sales.

At September 30, 2009, the Company's consolidated balance sheets
showed $662.5 million in total assets and $703.4 million in total
liabilities, resulting in a $40.9 million shareholders' deficit.

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?4856

The Company had $90.0 million drawn under its asset-based credit
facility at September 30, 2009, with excess availability of
$128.9 million.  Total liquidity was $149.0 million at Sept. 30,
2009.  Net debt of $481.0 million on September 30, 2009, was
$296.5 million lower than net debt of $777.5 million on December
31, 2008, due primarily to a decrease in working capital and debt
repurchases.  Total debt of $501.1 million at Sept. 30, 2009,
consisted of outstanding advances under the senior secured asset-
based revolving credit facility in the amount of $90.0 million,
outstanding 11 1/8% senior secured notes in the amount of
$226.3 million, outstanding senior floating rate toggle notes due
2012 of $178.9 million, and $5.9 million of other long term debt.
Capital expenditures were $1.3 million for the current quarter and
$3.6 million year-to-date.  Net cash provided by operating
activities for the first nine months of 2009 was $228.4 million.

Lourenco Goncalves, the Company's chairman, president and chief
executive officer stated, "We are pleased with the sequential
improvement in our profitability, which is a direct consequence of
the aggressive cost cutting initiatives we have implemented.
Working capital continues to be a source of cash, and our balance
sheet has been significantly improved."

Mr. Goncalves concluded, "We continue to work out of a much
smaller inventory, and have no plans to change that as we stand
prepared to benefit from the market rebound when it occurs."

                         About Metals USA

Based in Houston, Texas, Metals USA Holdings Corp. --
http://www.metalsusa.com/-- provides a wide range of products and
services in the heavy carbon steel, flat-rolled steel, non-ferrous
metals, and building products markets.

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Houston-based Metals USA Holdings Corp. and on its
wholly owned subsidiary, Metals USA Inc., to 'CCC+' from 'B-'.  At
the same time, S&P lowered its rating on the senior secured notes
and the senior unsecured pay-in-kind toggle notes to 'CCC-' from
'CCC'.

The recovery rating remains at '6' on these issues, indicating
negligible (0%-10%) recovery in the event of a payment default.
The outlook is negative.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
March 18, 2009, due to the sharp deterioration in steel market
conditions in North America over the past several months and S&P's
expectation that operating conditions will remain challenging in
the near-term.


METROMEDIA INT'L: Creditors to Sue Over Poison Pill Provisions
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of MIG Inc.,
formerly Meteromedia International Group Inc. seeks standing to
commence and prosecute actions against the Company's shareholders
and officers and directors.

According to the Committee, its request arises from the fact that
the Debtor's sole and controlling shareholder, CuacusCom Ventures
L.P. and certain affiliated entities may trigger certain "Poison
Pill Provisions" that would cause "material value destruction" to
the Debtors' primary asset during the pendency of the Chapter 11
case, at their sole whim and discretion.  It is undisputed that
the Debtor's primary asset consists of a 46% joint venture
interest in International Telcell Cellular LLC which, in turn,
owns 100% of Magticom Ltd., the leading mobile
telephone service provider in the Republic of Georgia.

CaucusCom and the related entities have agreed to a certain
Confidential Stipulation Between MIG and Official Committee of
Unsecured Creditors, pursuant to which those entities agreed
not to take certain actions potentially adverse to the estate
including, but not limited to, any actions that would trigger the
Poison Pill Provisions.  However, notwithstanding that
Stipulation, there remains a substantial adverse effect and a risk
of further material harm to the estate from the existence of the
Poison Pill Provisions.

Specifically, the Stipulation does not prevent CaucusCom and the
Related Entities from exerting undue and oppressive leverage
against the Committee and creditors of the estate in the chapter
11 case. First, the Stipulation is terminable at any time, for any
reason, with five days notice to the Committee.  Second, the
Debtor has refused to have individual directors of the Debtor
bound by the Stipulation, including those that serve as directors
or principals of ITCL and the Related Entities, and have
conflicting fiduciary interests.  These conflicted directors are
not barred from taking actions that could trigger the Poison Pill
Provisions or engage in actions designed to interfere with the
dividend income stream otherwise due to the Debtor from the
operations of Magticom.

The Committee has significant cause to be concerned that such
actions may be underway or imminent based upon recent information
learned in discovery.  In view of the substantial disagreements
between the Committee and the MIG Directors regarding the Debtor's
efforts to retain the exclusive right to file a Chapter 11 plan,
and the substantial difference in views over the validity,
enforceability and alleged benefits derived from the Poison Pill
Provisions, it is in the best interests of creditors of the estate
that the Committee be granted standing to file a complaint.

The complaint seeks declaratory, equitable, statutory, injunctive
and other relief for the benefit of the Debtor's estate arising
from, or in connection with, a certain Purchase and Sale Agreement
dated January IS, 2009 and related agreements by and among the
Debtor's wholly owned subsidiary and alter ego, ITC Cellular LLC
and Dr. George Jokhtaberidze, and arising from the related bad
faith, inequitable, and self-serving misconduct of the officers
and directors of the Debtor named, and the Debtor's controlling
shareholder CaucusCom, in designing and effectuating the PSA and
related amendments to the Debtor's primary asset, then a valuable,
transferable 50.1% membership interest in International Telcell
Cellular LLC, to the detriment of MIG and its creditors.

                        The Judgment

The Creditors Committee has requested that the Bankruptcy Court
appoint a Chapter 11 trustee or dismiss the case, citing that the
Debtor's Chapter 11 case is being used "for the naked purpose" of
obtaining a stay of a US$188 million judgment from the Delaware
Chancery Court resulting from an appraisal action following MIG's
acquisition in 2007.  The Committee also contended that MIG had
US$40 million transferred to the account of a non-bankrupt
subsidiary in advance of the Chapter 11 filing.

MIG, according to the Bloomberg report, will counter with its
expert, showing that the company is worth as much as three times
the amount of the judgment.  Consequently, MIG argues there was a
good purpose for the Chapter 11 filing.  MIG saw bankruptcy as the
only alternative because the company lacked liquidity to pay the
judgment in full immediately.

As reported by the TCR on July 3, Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware allowed MIG Inc. to
continue an appeal of a decision in bankruptcy court that issued a
USUS$188.4 million judgment against the Company.

MIG was bought in October 2007 by CaucusCom Ventures LP for
USUS$1.80 a share, or about USUS$170 million, according to data
compiled by Bloomberg.  A group of preferred shareholders asked
Judge William B. Chandler of the Delaware Chancery Court to
evaluate the value of their shares at the time of the merger.
Judge Chandler ruled that each share was worth USUS$47.47, or a
total of about USUS$188.4 million.  MIG appealed the ruling.
But unable to post a bond enabling an appeal, MIG filed for
Chapter 11.

MIG asked the Bankruptcy Court to permit the appeal and to allow
the plaintiff to take a cross appeal, while preventing the
plaintiff from collecting a judgment.  MIG believes the amount of
the judgment is "substantially overstated."  MIG also believes
that the assets will turn out to be worth much more than the
judgment, even though the assets currently are illiquid.

MIG Inc., formerly Metromedia International Group Inc., expects
to know by the end of January whether it succeeded on the appeal.
The appeal was scheduled for argument Oct. 28 in the Delaware
Supreme Court, with a ruling expected by January.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of


MGM MIRAGE: Swings to $750.38 Million Net Loss in Q3 2009
---------------------------------------------------------
MGM MIRAGE swung to a net loss of $750.38 million on net revenues
of $1.53 billion for the three months ended September 30, 2009,
from net income of $61.27 million on net revenues of $1.78 billion
for the same period a year ago.

MGM MIRAGE also posted a net loss of $857.76 million on net
revenues of $4.52 billion for the nine months ended September 30,
2009, from net income of $292.72 million on net revenues of $5.58
billion for the same period a year ago.

At September 30, 2009, MGM MIRAGE had $21.7 billion in total
assets against total current liabilities of $1.15 billion,
deferred income taxes of $3.14 billion, long-term debt of $12.9
billion, other long-term obligations of $221.70 million; resulting
in stockholders' equity of $4.29 billion.

The Company reported a third quarter diluted loss per share of
$1.70 compared to income per share of $0.22 in the prior year
third quarter.

MGM MIRAGE said Thursday the current year results were impacted by
non-cash impairment charges totaling $1.17 billion, or $1.72 loss
per diluted share net of tax, including a pre-tax non-cash
impairment charge of $956 million related to the Company's
investment in CityCenter and a pre-tax non-cash charge of $203
million related to impairment of CityCenter's residential real
estate under development.

"We continue to show sequential improvement in our operating
results over the course of 2009.  Property EBITDA on a comparable
basis increased from $379 million in the second quarter to $415
million in the third quarter with sequential improvement in our
margins as well -- 25% in the second quarter increasing to 27% in
the third quarter," said Jim Murren, MGM MIRAGE Chairman and Chief
Executive Officer.  "We continue to earn occupancy through our
superior assets and focus on the customer, resulting in increased
market share.  We expect CityCenter to grow our business
significantly and we are extremely excited to open this tremendous
asset, with Vdara opening in less than a month on December 1,
followed by Crystals on December 3, Mandarin Oriental on December
4, and Aria Resort and Casino on December 16."

Effective November 4, the Company and its lenders amended its
senior credit facility to permit the Company to:

     -- Issue additional unsecured debt to refinance certain
        existing debt so long as the maturity of the newly issued
        debt is not earlier than the maturity of the debt being
        refinanced or six months after the date the senior credit
        facility is set to mature.

     -- Issue, in addition to any such refinancing debt, up to
        $1 billion of other unsecured debt, provided that 50% of
        the net cash proceeds over $250 million must be applied to
        permanently reduce outstanding senior credit facility
        balances;

     -- Issue additional equity securities, subject to compliance
        with the certain provisions, provided that 50% of the net
        cash proceeds over $500 million must be applied to reduce
        outstanding senior credit facility balances.

"This amendment restores our credit facility to normal operating
terms in line with our past arrangements," said Dan D'Arrigo, MGM
MIRAGE Executive Vice President and Chief Financial Offer. "Our
uniquely strong relationship with our bank group provides us with
confidence in our ability to further enhance our financial
position."

At September 30, 2009, the Company had approximately $4.3 billion
of borrowings outstanding under its senior credit facility with
available borrowings of $1.4 billion.  The Company's cash balance
was $897 million at September 30, 2009, higher than normal due to
net proceeds of approximately $451 million from its September
issuance of $475 million 11.375% senior unsecured notes due 2018.
In October, the Company used these proceeds to pay down the senior
credit facility, including a permanent reduction in the facility
of $226 million.

During the third quarter of 2009 the Company made capital
investments of approximately $28 million related to various
ongoing capital projects at its resorts and funded the remaining
$89 million required pursuant to the Company's irrevocable letter
of credit to CityCenter.

"Our $475 million unsecured senior notes due were issued at an
attractive yield in September, and our recent bank amendment is
another important step in our ongoing re-capitalization strategy,"
said Mr. D'Arrigo.  "Net of proceeds from our senior notes
issuance, debt at the end of the quarter was $12.5 billion and we
will remain focused on strategically de-leveraging our balance
sheet."

A full-text copy of MGM MIRAGE's earnings release is available at
no charge at http://ResearchArchives.com/t/s?487d

                         About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

                           *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MGM MIRAGE: May Incur More Than $1BB in Additional Unsecured Debts
------------------------------------------------------------------
MGM MIRAGE entered into Amendment No. 7, dated November 4, 2009,
to its Fifth Amended and Restated Loan Agreement, as previously
amended, with MGM Grand Detroit, LLC, as initial co-borrower, the
lender parties; and Bank of America, N.A., as administrative
agent.

Pursuant to Amendment No. 7, the Company may incur additional
indebtedness of up to $1 billion; provided, however, that, such
indebtedness must be unsecured indebtedness and provided, further,
that, the covenants applicable to such indebtedness cannot be more
restrictive than those contained in the indentures governing the
Company's existing senior secured indebtedness.

Upon incurrence of Qualified Unsecured Debt, the Company will be
required to apply 50% of the net proceeds from such Qualified
Unsecured Debt -- other than the initial $250 million in net
proceeds from such Qualified Unsecured Debt received after the
effective date of Amendment No. 7 --to permanently reduce the term
loan and revolving portions of indebtedness under the Loan
Agreement on a pro rata basis.

The Company also may incur additional indebtedness to refinance
existing indebtedness.  However, (i) the Refinancing Indebtedness
has a stated maturity date no earlier than the later of the stated
maturity date of the Refinanced Indebtedness and six months after
the maturity date of the Loan Agreement, (ii) the Refinancing
Indebtedness has a weighted average life to maturity longer than
that of the Refinanced Indebtedness, (iii) the Refinancing
Indebtedness is not senior to the Refinanced Indebtedness other
than with respect to Refinancing Indebtedness incurred to
refinance senior subordinated indebtedness outstanding on the
effective date of Amendment No. 7, (iv) the principal amount of
the Refinancing Indebtedness is not greater than the sum of 125%
of the principal amount of the Refinanced Indebtedness and all of
the accrued interest on the Refinanced Indebtedness and all
expenses and premiums incurred in connection with the refinancing,
and (v) the covenants applicable to the Refinancing Indebtedness
is not more restrictive than those contained in the indentures
governing the Company's existing senior secured indebtedness.

In the event that the proceeds from the Refinancing Indebtedness
is not used concurrently with the incurrence thereof to refinance
the corresponding Refinanced Indebtedness, the Company will be
obligated to apply proceeds to reduce the outstanding indebtedness
under the revolving credit facility, which repayment may only be
reborrowed to refinance the corresponding Refinanced Indebtedness
or to permanently reduce the term loan and revolving portions of
indebtedness under the Loan Agreement on a pro rata basis.

In addition, pursuant to Amendment No. 7, the Company may issue
additional equity interests in the Company to the extent that such
issuance does not result in a change of control of the Company.
Upon issuance of equity interests, the Company will be required to
apply 50% of the net proceeds -- other than the initial $500
million in net proceeds from such issuance received after the
effective date of the Amendment No. 7 -- to permanently reduce the
term loan and revolving portions of indebtedness under the Loan
Agreement on a pro rata basis.

Certain of the lenders party to the Loan Agreement and their
respective affiliates have in the past engaged in financial
advisory, investment banking, commercial banking or other
transactions of a financial nature with the Company and its
subsidiaries, including the provision of advisory services for
which they received customary fees, expense reimbursement or other
payments.

Banc of America Securities LLC and The Royal Bank of Scotland PLC,
as Joint Lead Arrangers, Banc of America Securities LLC, The Royal
Bank of Scotland PLC, J.P. Morgan Securities Inc., Citibank North
America, Inc. and Deutsche Bank Securities, Inc., as Joint Book
Managers, The Royal Bank of Scotland PLC, as Syndication Agent,
Barclays Bank PLC, BNP Paribas, Citigroup USA Inc., Commerzbank
AG, Deutsche Bank Trust Company Americas, JPMorgan Chase Bank,
N.A., Sumitomo Mitsui Banking Corporation, UBS Securities LLC and
Wachovia Bank, National Association, as Co-Documentation Agents,
Bank of Scotland, Merrill Lynch Bank USA and Morgan Stanley Bank,
as Senior Managing Agents, Societe Generale and U.S. Bank National
Association, as Managing Agents, and the Administrative Agent are
parties to the Fifth Amended and Restated Loan Agreement, dated as
of October 3, 2006.

A full-text copy of Amendment No. 7 is available at no charge at
http://ResearchArchives.com/t/s?487e

"This amendment restores our credit facility to normal operating
terms in line with our past arrangements," said Dan D'Arrigo, MGM
MIRAGE Executive Vice President and Chief Financial Offer. "Our
uniquely strong relationship with our bank group provides us with
confidence in our ability to further enhance our financial
position."

At September 30, 2009, the Company had approximately $4.3 billion
of borrowings outstanding under its senior credit facility with
available borrowings of $1.4 billion.  The Company's cash balance
was $897 million at September 30, 2009, higher than normal due to
net proceeds of approximately $451 million from its September
issuance of $475 million 11.375% senior unsecured notes due 2018.
In October, the Company used these proceeds to pay down the senior
credit facility, including a permanent reduction in the facility
of $226 million.

During the third quarter of 2009 the Company made capital
investments of approximately $28 million related to various
ongoing capital projects at its resorts and funded the remaining
$89 million required pursuant to the Company's irrevocable letter
of credit to CityCenter.

"Our $475 million unsecured senior notes due were issued at an
attractive yield in September, and our recent bank amendment is
another important step in our ongoing re-capitalization strategy,"
said Mr. D'Arrigo.  "Net of proceeds from our senior notes
issuance, debt at the end of the quarter was $12.5 billion and we
will remain focused on strategically de-leveraging our balance
sheet."

                         About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

                           *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MORIN BRICK: U.S. Trustee Wants Case Converted to Chapter 7
-----------------------------------------------------------
Phoebe Morse, the U.S. Trustee for Region 16, asks the U.S.
Bankruptcy Court for the District of Maine to convert Morin Brick
Company's Chapter 11 case to a Chapter 7.

The U.S. Trustee related that the Debtor has failed to:

   -- file a disclosure statement or plan;

   -- submit a copy of the settlement statement;

   -- submit MORs for April 2009, May 2009, June 2009, July 2009,
      August 2009 and September 2009; and

   -- pay the U.S. Trustee's quarterly fees estimated at $9,750
      for the second and third quarters 2009.  The fees were due
      by July 31, 2009, - $4,875, and Oct. 31, 2009, - $4,875.

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck
brick and extruded brick for customers primarily located in the
Northeastern United States and Canada.  The Company filed for
Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No.
08-21022).  D. Sam Anderson, Esq., and Robert J. Keach, Esq., at
Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent
the Debtor as counsel.  Anthony J. Manhart, Esq., Fred W. Bopp
III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson, P.A.,
represent the Official Committee of Unsecured Creditors as
counsel.  Tron Group is the Debtor's Chief Restructuring Officer.
When the Debtor filed for protection from its creditors, it listed
assets of between $10 million and $50 million, and debts of
between $1 million and $10 million.


MUZAK HOLDINGS: Plan Exclusivity Extended Through Dec. 7
--------------------------------------------------------
Muzak Holdings LLC sought and obtained a December 7 extension of
its exclusive period to propose a Chapter 11 plan, Bill Rochelle
at Bloomberg News reported.

Muzak has already filed a Chapter 11 plan, which is now being sent
to creditors for voting.  The Court has scheduled a hearing to
consider the approval of Muzak's Plan of Reorganization on
January 12, 2010.

The Plan reflects a financial resolution of the Debtors' estates
that is supported by Silver Point Capital Advisors L.P., the
Debtors' largest secured and unsecured creditor, the statutory
committee of unsecured creditors and an ad hoc group of Holders of
the Debtors' Senior Notes.  The Plan offers to pay 100 cents on
the dollar to secured creditors, between 5.8% and 62.4% to holders
of senior subordinated notes claims, and 100% to the general
unsecured creditors.

                       About Muzak Holdings

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.


NEW CEDAR HOLDINGS: Taps Broege Neumann as Bankruptcy Counsel
-------------------------------------------------------------
New Cedar Holdings LLC seeks permission from the Hon. Kathryn C.
Ferguson of the U.S. Bankruptcy Court for the District of New
Jersey to employ Broege, Neumann, Fischer & Shaver, LLC, as
bankruptcy counsel.

Broege Neumann will, among other things:

     -- advise the Debtor whether and to what extent any of its
        assets constitute cash collateral under the Bankruptcy
        Code;

     -- represent the Debtor at the 341 hearing and at any
        meetings with creditors;

     -- assist the Debtor in obtaining the authorization of the
        Court to retain accountants, appraisers or other
        professionals;

     -- defend any motions made by secured creditors to enable
        the Debtor to retain the use of assets needed for an
        effective reorganization; and

     -- negotiate with priority, secure and unsecured creditors
        to achieve a consensual resolution of their respective
        claims and the incorporation of the resolution into a plan
        of reorganization.

Broege Neumann will be paid based on the hourly rates of its
professionals:

     Professional                     Rate Per Hour
     ------------                     -------------
  Timothy P. Neumann                      $450
  Peter J. Broege                         $400
  Frank Fischer                           $325
  David E. Shaver                         $325
  Danielle Maschuci                       $300

  Paralegals                               $90

Timothy P. Neumann, a member of Broege Neumann, assures the Court
that Broege Neumann doesn't have interests adverse to the interest
of the Debtors' estates or of any class of creditors and equity
security holders.  Mr. Neumann maintains that Broege Neumann is a
disinterested person as the term is defined under Section 101(14)
of the Bankruptcy Code.

Lakewood, New Jersey-based New Cedar Holdings, LLC, filed for
Chapter 11 bankruptcy protection on October 27, 2009 (Bankr. D.
N.J. Case No. 09-38636).  Timothy P. Neumann, Esq., at Broege,
Neumann, Fischer & Shaver assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


NON-INVASIVE MONITORING: Losses Prompt Going Concern Doubt
----------------------------------------------------------
Morrison, Brown Argiz & Farra, LLP, in Miami, Fla., expressed
substantial doubt about Non-Invasive Monitoring Systems, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements as of, and for the year ended,
July 31, 2009.  The auditing firm pointed to the Company's
recurring net losses, cash outflows from operating activities,
accumulated deficit and substantial purchase commitments.

The Company reported a net loss of $1,768,000 on total revenues of
$546,000 for the year ended July 31, 2009, compared with a net
loss of $1,836,000 on total revenues of $302,000 for the year
ended July 31, 2008.  The increase in total revenue primarily
result from a $284,000 increase in product sales, offset in part
by a $37,000 decrease in royalty income.

As of July 31, 2009, the Company's consolidated balance sheets
showed $2,536,000, $285,000 in total liabilities, and $2,251,000
in total stockholders' equity.

A full-text copy of the Company's consolidated financial
statements for the year ended July 31, 2009, is available for free
at http://researcharchives.com/t/s?4868

                  About Non-Invasive Monitoring

Based in Miami, Florida, Non-Invasive Monitoring Systems Inc.
(OTC BB: NIMU) -- http://www.nims-inc.com/-- markets therapeutic,
motorized devices that provide non-invasive, drug-free, health
solutions to the well and sick through a patented technology
called Whole Body Periodic Acceleration (WBPA).


NORTHERN PROPERTIES INC: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Northern Properties, Inc.
        PO Box 283
        Wickenburg, AZ 85358

Bankruptcy Case No.: 09-28199

Chapter 11 Petition Date: November 3, 2009

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

Debtor's Counsel: Dean William O'connor, Esq.
                  Sallquist, Drummond & O'connor PC
                  1430 E Missouri Ave #B-125
                  Phoenix, AZ 85014
                  Tel: (602) 224-9222
                  Fax: (602) 224-9366
                  Email: dean@sd-law.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 Douglas McLean, president of the
Company.


NORTHWOOD MANOR: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Northwood Manor, LLC
        112 Clifton Avenue
        Lakewood, NJ 08701

Bankruptcy Case No.: 09-18475

Chapter 11 Petition Date: November 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Chief Judge Stephen Raslavich

Debtor's Counsel: None. Debtor Filed Petition as Pro Se.

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.


NTK HOLDINGS: Proposes to Continue Insurance Programs
-----------------------------------------------------
In connection with the operation of their businesses, NTK Holdings
Inc. and its units maintain several insurance programs through
several different insurance carriers.  The Insurance Programs
provide the Debtors with insurance coverage for liabilities
relating to workers' compensation and employer's liability;
premises, product, and automobile liability; professional,
foreign, and special liability; damage to the property of Debtors
and others; directors' and officers' liability; fiduciary
liability; crime, aviation, and various other product- and
property-related and general liabilities.

As of the Petition Date, the Debtors estimate that approximately
$216,000 is unpaid and outstanding prepetition Insurance
Obligations.

The Debtors are required to pay premiums under the Insurance
Programs.  The annual premiums for these policies aggregate
approximately $5,500,000, of which $850,000 relates to the
Workers' Compensation Programs and $4,650,000 relates to the
General Insurance Programs.  In addition to annual premiums,
pursuant to certain of the Insurance Programs, the Debtors are
required to pay various deductibles and self-insured retention
amounts for claims asserted under the policies.  As of the
Petition Date, the Debtors estimate that there is $200,000 in
prepetition claims for which the deductible has not been paid.

Also, the Debtors employ various parties, including insurance
brokers and third party administrators to assist them with the
procurement, placement, and negotiation of their Insurance
Programs; the administration of their Insurance Programs,
including the investigation and settlement of claims; and other
related services, including but not limited to property
inspections and actuarial reviews, on behalf of the Debtors.
Accordingly, there will be fees or commissions due to the
Insurance Service Providers associated with policy renewals, and
those fees and commissions will be paid as part of the premiums
associated with the renewals.  As of the Petition Date, the
Debtors estimate there are $16,017 in prepetition fees and
commissions owed to the Insurance Service Providers.

The Debtors sought and obtained authority from the Court to
continue their workers' compensation and employer's liability
policies and programs and their various liability, property,
directors and officers' liability, and other insurance policies
and programs, including any liability self-insurance programs
uninterrupted and to honor their undisputed prepetition
obligations.

Payments made to the Debtors' Insurance Carriers or the Insurance
Service Providers pursuant to the Order will not exceed
$2,500,000 in the aggregate without further order of the Court.

The Court further ordered that, pursuant to Section 362(d) of the
Bankruptcy Code, to the extent any of the Debtors' employees hold
claims under the Debtors' Workers' Compensation Programs, these
employees are authorized, at the Debtors' direction, to proceed
with their workers' compensation claims in the appropriate
judicial or administrative forum under the Workers' Compensation
Programs.

A list of the Debtors' Insurance Programs and Insurance Carriers
is available for free at:

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

                        About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and  Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Proposes to Pay Prepetition Sales & Use Taxes
-----------------------------------------------------------
In the normal course of business, NTK Holdings Inc. and its units
are required upon the sale of their products and services to
collect sales taxes from their customers on behalf of applicable
state and local taxing authorities.

Typically, Sales Taxes accrue as tangible goods and services are
invoiced to customers and are calculated based on a statutory
percentage of the sale price invoiced to the customer.  The
Debtors remit the Sales Taxes to the relevant Taxing Authorities
according to the requirements of that Taxing Authority.  With
respect to jurisdictions that require the Debtors to remit
estimated Sales Taxes, the applicable Taxing Authority
subsequently reconciles payments to determine any payment
deficiency or surplus for the period, and the applicable refund
or payment is then made to the Debtors and their non-debtor
affiliates.

The Debtors also incur use taxes.  The Debtors' liability for Use
Taxes arises from: (i) the Debtors' purchase of fixed assets
without Sales Taxes; (ii) the Debtors' purchase of supplies and
signage with Sales Taxes; and (iii) inventory withdrawal for the
Debtors' use.  Purchases without Sales Tax primarily occur when
property or services are purchased from vendors that have no
nexus to the resident states of the Debtors.  Those vendors are
not obligated to charge or remit Sales Taxes for sales to parties
outside the state of the vendor's operations.  Nevertheless, a
purchaser, like the Debtors, is obligated to self-assess and pay
the Use Taxes, when applicable, to the states in which the
Debtors operate.

The Debtors own certain real and personal property located
throughout the country which is subject to state and local
property taxes.  The Real Property Taxes typically accrue on an
annualized basis.  The Personal Property Taxes typically accrue
on an annualized basis and are paid annually.  The Debtors
estimate that each year they pay approximately $2,200,000 in
Property Taxes.

The Debtors are also required to pay franchise fees on their
capital stock in certain states.  The Debtors estimate that each
year they pay approximately $750,000 in Franchise Taxes.
Further, many local governments require the Debtors to obtain a
business license or permit and pay fees associated with licenses
or permits.  The Debtors estimate that each year they pay
approximately $100,000 in Business License Fees.

As of the Petition Date, the Debtors estimate that approximately
$472,000 in Sales and Use Taxes, $907,000 in Property Taxes, less
than $100,000 in Franchise Taxes, and $379 in Business License
Fees relating to the prepetition period will become due and owing
to the Taxing Authorities in the ordinary course of business.  Of
this amount, approximately $450,000 in Sales and Use Taxes and
$550,000 in Property Taxes will be coming due over the next 90
days.

The Debtors sought and obtained from the Court authority to pay
all prepetition sales and use tax obligations and certain other
governmental assessments of franchise fees and business license
fees to various Taxing Authorities.

Payments made to the Debtors' Taxing Authorities pursuant to the
Order will not exceed the sum of $1,800,000 in the aggregate
without further Order of the Court.

The Debtors' banks or other financial institutions are authorized
and directed to honor checks drawn or electronic funds transfers
requested on the Debtors' account to pay the Sales and Use Taxes,
Property Taxes, and Other Governmental Assessments.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, asserted that payment of the prepetition
Sales and Use Taxes, Property Taxes, and Other Governmental
Assessments is important to the Debtors' continued, uninterrupted
operations.  Mr. Collins added that non-payment of these
obligations may cause Taxing Authorities to take precipitous
action, including filing liens, preventing the Debtors from
conducting business in the applicable jurisdictions, or seeking
to lift the automatic stay, any of which would disrupt the
Debtors' day-to-day operations and could potentially impose
significant costs on the Debtors' estates.

Moreover, many federal and state statutes hold officers and
directors of collecting entities personally liable or criminally
responsible for certain taxes owed by those entities.  To the
extent that any Sales and Use Taxes remain unpaid by the Debtors,
the Debtors' officers and directors may be subject to lawsuits or
criminal prosecution during the pendency of the Chapter 11 cases.

A list of the Taxing Authorities to which the Debtors Sales and
Use Taxes, Property Taxes, and Other Governmental Assessments due
and owing, is available for free at:

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

                        About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and  Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Proposes to Pay Prepetition Payables Claims
---------------------------------------------------------
In the ordinary course of their businesses, NTK Holdings Inc. and
its units incur numerous obligations to vendors that provide vital
supplies and services necessary to the Debtors' production and
maintenance processes, telecommunications services, utility
services, professional services, shipping services, equipment and
other goods and services necessary to operate the Debtors'
businesses.

Included in the Payables Claims are obligations that the Debtors
also incur, in the ordinary course of their businesses, to third-
party non-employee independent sales representatives who are
responsible for marketing and selling products manufactured by
certain segments of the Debtors' businesses, like the Commercial
Air Conditioning and Heating Products, the Home Technology
Products, and the Residential Air Conditioning and Heating
Products segment.

Additionally, the Payables Claims include obligations that the
Debtors incur, in the ordinary course of their businesses, in
respect of programs whereby the Debtors pay companies like
Westinghouse Electric Corporation, White Consolidated Industries,
and Maytag Corporation certain royalties to market products
manufactured by the Debtors under brand names Frigidaire(R),
Tappan(R), Philco(R), Kelvinator(R), Gibson(R), Westinghouse(R),
and Maytag(R).

The Debtors sought and obtained from the Court an interim order
authorizing, but not directing, them to pay the liquidated, non-
contingent, and undisputed prepetition amounts owed to
Prepetition Creditors on account of the Payable Claims consistent
with the terms of the obligations existing on the Petition Date,
with past practice or on terms satisfactory to the Debtors in
their business judgment.

The Debtors estimate that, as of the Petition Date, they owe a
total of approximately $93,500,000 on account of undisputed
Payable Claims of those claims, the Debtors estimate that
approximately $23,500,000 would also be entitled to
administrative priority status pursuant to Section 503(b)(9) of
the Bankruptcy Code because they relate to goods delivered to the
Debtors in the ordinary course of business within 20 days of the
Petition Date.

Furthermore, $645,000 of the Payable Claims may be secured.
Approximately $390,000 of the Payable Claims arise from capital
projects with vendors that may be able to assert mechanics liens
on the Debtors' property and not less than $4,850,000 arise from
shippers who may be able to assert possessory liens on the
Debtor's property. Approximately $3,100,000 of the Payable Claims
arise from Sales Broker commission obligations and $3,900,000
from the Royalty Programs.  The Debtors estimate that
approximately $56,700,000 of Payable Claims will become due and
payable within the first 20 days of the Chapter 11 cases.

Pending entry of a final order on the Motion, payments made to
the Debtors' Prepetition Creditors pursuant to the Order will not
exceed $87,500,000; provided, however, that intercompany payments
among Debtors will not be counted against the cap.

The undisputed obligations of the Debtors for goods and services
received by the Debtor after the Commencement Date will be
afforded administrative expense priority status pursuant to
Section 503(b) of the Bankruptcy Code and are not Payable Claims
addressed by the Order.

The Debtors' banks or other financial institutions are authorized
and directed to honor checks drawn or electronic funds transfers
requested on the Debtors' account to pay the Payable Claims, and
the costs and expenses incident to it.

The Final Hearing, if necessary, on the Motion is scheduled for
November 17, 2009 at 1:30 p.m. (Eastern Time), and any objections
or responses to the Motion must be filed and served on or before
November 10, 2009.

                        About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and  Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


NTK HOLDINGS: Wants to Bar Utilities From Cutting Service
---------------------------------------------------------
Section 366(c)(2) of the Bankruptcy Code provides that a utility
company may discontinue its services to a debtor if the debtor
has not furnished adequate assurance of payment within 30 days
after its Petition Date.  At the same time, Section 366 was
enacted to protect debtors from utility service cutoffs upon the
Petition Date while providing utility companies with adequate
assurance that the debtors will pay for postpetition services.

In connection with the operation of their businesses and
management of their properties, the Debtors obtain electricity,
natural gas, water, telephone services, and other similar
services from a number of utility companies or their brokers.

NTK Holdings, Inc., and its debtors affiliates sought and
obtained from Judge Kevin Carey of the United States Bankruptcy
Court for the District of Delaware an interim order prohibiting
all utility companies (i) from altering, refusing, or
discontinuing Utility Services to the Debtors on account of any
unpaid prepetition charges or (ii) discriminating against the
Debtors as a result of the Debtors' bankruptcy filings or any
outstanding prepetition invoices.

On average, the Debtors pay approximately $1,200,000 each month
for Utility Services, calculated as an historical average over a
twelve-month period.  The Debtors estimate that their cost for
Utility Services until November 30, 2009, will be approximately
$1,200,000.  Currently, certain of the Utility Companies already
hold deposits from the Debtors in excess of approximately
$252,000 in the aggregate.  Additionally, the Debtors have
existing one-month prepayments with certain Utility Companies
totaling approximately $144,000.

                        Adequate Assurance

The Debtors will place a cash deposit equal to two weeks of
Utility Services, calculated as a historical average over the
past 12 months into a newly created, interest-bearing segregated
escrow account for the benefit of any Utility Company, unless (i)
the Utility Company agrees to a lesser amount, (ii) the Utility
Company already holds a deposit or letter of credit equal to, or
greater than, two weeks of Utility Services, or (iii) the Utility
Company is currently paid in advance for its Utility Services.

Where the Debtors have already provided a Utility Company a
deposit or letter of credit equal to, or greater than, two weeks
of Utility Services or have paid a Utility Company in advance for
its Utility Services, the Debtors submit that the Utility Company
should be deemed to have been provided with adequate assurance of
payment.

The Debtors estimate that the Adequate Assurance Deposit will be
approximately $600,000.  The Debtors will reduce the Adequate
Assurance Deposit to the extent that it includes an amount on
account of a Utility Company that the Debtors subsequently
determine, in their sole discretion, should be removed from the
Utility Services List.

Except as the amount may be reduced by application of the
provisions of the Order, the Adequate Assurance Deposit will be
deposited in the Utility Deposit Account within 20 days after the
Petition Date and will be held in escrow for the purpose of
providing each Utility Company adequate assurance of payment for
its postpetition Utility Services to the Debtors.

The Debtors believe that no other or further adequate assurance
is necessary.  If, however, a Utility Company believes adequate
assurance beyond that proposed is necessary, the Debtors submit
that the Utility Company must request additional adequate
assurance pursuant to an Adequate Assurance Procedures.

                 Adequate Assurance Procedures

Recognizing the right of each Utility Company to evaluate the
Proposed Adequate Assurance on a case-by-case basis but also the
severe consequences to the Debtors of any interruption in
services by the Utility Companies, the Debtors provide these
Adequate Assurance Procedures to resolve Additional Assurance
Requests:

  (a) On October 28, 2009, the Debtors will mail a copy of an
      Interim Order to the Utility Companies on the Utility
      Services List;

  (b) If a Utility Company is not satisfied with the proposed
      Adequate Assurance and seeks additional adequate assurance
      of payment, it must serve an Additional Assurance Request
      upon (i) Nortek, Inc., 13200 Pioneer Trail, Suite 150,
      Eden Prairie, Minnesota 55347 (Attn: Owen Gohlke); (ii)
      Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York,
      New York 10153 (Attn: Stephen A. Youngman, Esq. and
      Jessica Liou, Esq.); and (iii) Richards, Layton & Finger,
      PA, One Rodney Square, 920 North King Street, Wilmington,
      Delaware 19801 (Attn: Mark D. Collins, Esq.);

  (c) Each Additional Assurance Request must (i) be in writing;
      (ii) set forth the type of Utility Services provided to
      the Debtors and to which of the Debtors' locations; (iii)
      include a summary of the Debtors' payment history relevant
      to the affected account(s); (iv) include whether the
      Utility Company holds a deposit or other security, and, if
      so, in what amount; and (v) set forth why the Utility
      Company believes the Proposed Adequate Assurance is not
      sufficient adequate assurance of future payment;

  (d) The Debtors will have the greater of (i) 14 days from the
      receipt of the Additional Assurance Request and (ii) 30
      days from the Petition Date to negotiate with the
      requesting Utility Company and resolve its Additional
      Assurance Request;

  (e) The Debtors may, in their sole discretion and without
      further Court order, resolve any Additional Assurance
      Request or Determination Motion by mutual agreement with
      the requesting Utility Company.  In connection with any
      agreement, the Debtors may, without further Court order,
      provide a Utility Company with additional adequate
      assurance of future payment, including cash deposits,
      prepayments, and other forms of security; and

  (f) If the Debtors are unable to reach a resolution with the
      Utility Company during the Resolution Period, the Debtors
      will file a motion with the Court seeking a hearing to
      determine the adequacy of assurance of payment with
      respect to a particular Utility Company.

Any Utility Company that fails to submit an Additional Assurance
Request or file a timely Objection will be deemed to have
adequate assurance of payment that is satisfactory to it within
the meaning of Section 366 of the Bankruptcy Code and will be
forbidden from altering, refusing, or discontinuing service to
the Debtors on account of any prepetition charges, subject to the
Utility Company's rights to seek a modification of adequate
assurance under Section 366(c)(3).

The Debtors are authorized to amend or supplement, as necessary,
the Utility Services List by adding or deleting a Utility
Company.

Any Utility Company added to the Utility Services List subsequent
to the date of the Motion will have the right to make an
Additional Assurance Request in compliance with the Adequate
Assurance Procedures.

The Final Hearing, if necessary, on the Motion is scheduled for
November 17, 2009, at 1:30 p.m. (Eastern Time), and any objections
or responses to the Motion must be filed and served on or before
November 10, 2009.

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

                        About NTK Holdings

NTK Holdings Inc., the parent company of Nortek Holdings and
Nortek Inc., is a diversified global manufacturer of branded
residential and commercial ventilation, HVAC and home technology
convenience and security products. NTK Holdings and Nortek offer
a broad array of products including range hoods, bath fans, indoor
air quality systems, medicine cabinets and central vacuums,
heating and air conditioning systems, and home technology
offerings, including audio, video, access control, security and
other products.

As reported by the TCR on Sept. 4, 2009, NTK Holdings, Inc., and
Nortek, Inc., entered into a restructuring and lockup agreement
with bondholders to effectuate a comprehensive restructuring of
the Company's debt under Chapter 11.  When concluded, the
Agreement will eliminate approximately $1.3 billion in total
indebtednes by, among other things, exchanging debt to bondholders
for equity in the Company.

NTK Holdings Inc., together with affiliates, including Nortek
International, Inc. and  Nortek Holdings, Inc., filed for Chapter
11 with a prepackaged plan accepted by all impaired creditors on
October 21, 2009 (Bankr. D. Del. Case No. 09-13611).  The Company
has tapped Blackstone Group and Weil, Gotshal & Manges to aid in
its restructuring effort. Mark D. Collins, Esq., at Richards
Layton & Finger P.A., serves as local counsel.  Epiq Bankruptcy
Solutions is claims and notice agent.  An Ad Hoc Committee of
Nortek noteholders is being represented by Andrew N. Rosenberg,
Esq., and Brian N. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison LLP; and William Derrough, Esq., and Adam Keil, Esq.,
at Moelis & Company.

NTK Holdings and its units have assets of $1,655,200,000, against
debts of $2,778,100,000 as of July 4, 2009.

Bankruptcy Creditors' Service, Inc., publishes NTK Holdings
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Nortek Holdings Inc., Nortek Internationa Inc., and
their affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


PANOLAM HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Panolam Holdings Co.
        20 Progress Drive
        Shelton, CT 06484

Bankruptcy Case No.: 09-13889

Debtor-affiliates filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
Panolam Industries International, Inc.     09-13894
Panolam Holdings II Co.                    09-13893
Panolam Industries Inc.                    09-13896
Pioneer Plastics Corporation               09-13892
Nevamar Holding Corp                       09-13895
Nevamar Holdco, LLC                        09-13890
Nevamar Company LLC                        09-13891

Chapter 11 Petition Date: November 4, 2009

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

Bankruptcy Judge: Mary F. Walrath

About the Business: Panolam Industries International, Inc., is a
                    market leader and innovator in the decorative
                    laminate industry. The Company's
                    products, which are marketed under the widely
                    recognized Panolam(R), Pionite(R), Nevamar(R),
                    and Pluswood(R) brand names, are used in a
                    wide variety of residential and commercial
                    indoor surfacing applications, including
                    kitchen and bath cabinets,
                    furniture, store fixtures, case goods, and
                    other applications. The Company had
                    $412,283,000 in assets against debts of
                    $440,162,000 as of Dec. 31, 2008.

Debtors' Counsel: Drew G. Sloan, Esq.
                  Richards Layton & Finger, P.A.
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: (302) 651-7612
                  Fax: (302) 651-7701
                  Email: dsloan@rlf.com

                  Lee E. Kaufman, Esq.
                  Richards, Layton & Finger, P.A.
                  920 North King Street, One Rodney Square
                  Wilmington, DE 19801
                  Tel: (302) 651-7582
                  Fax: (302) 651-7701
                  Email: kaufman@rlf.com

                  Mark D. Collins, Esq.
                  Richards Layton & Finger
                  One Rodney Square, PO Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: collins@RLF.com

                  Michael Joseph Merchant, Esq.
                  Richards Layton & Finger, P.A.
                  One Rodney Square, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701
                  Email: merchant@rlf.com

Debtors'
Fin'l Advisor:    Perella Weinberg Partners

Debtors' Claims
Agent:            Epiq Bankruptcy Solutions LLC

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

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

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

            http://bankrupt.com/misc/deb09-13889.pdf

Debtor's List of 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim        Claim Amount
   ------                     ---------------        ------------
Wells Fargo Bank, National  Unsecured notes        $151,000,000
Association as indenture    due 2013
trustee for the noteholders
under the 2013 10.75%
indenture

Univar USA Inc.              Trade debt           $924,931

Ascend Performance           Trade debt           $257,594
Materials LLC

Linn County Tax Collector    Tax Obligations      $146,066
                             and Other
                             Governmental
                             Assessments

Lanxess Corporation          Trade Debt           $138,795

Chori America                Trade Debt           $126,653

Norcraft Companies LP        Trade Debt           $126,508

Toppan Interamerica Inc      Trade Debt           $125,192

City of Auburn               Tax Obligations      $115,502
                             and Other Governmental
                             Assessments

Ashland Chemicals Co         Trade Debt           $98,351

Nao, Inc.                    Trade Debt           $94,384

Hamblen County Trustee       Tax Obligations      $93,361
                             and Other Governmental
                             Assessments

Boise Wood Products          Trade Debt           $89,435

Damon Insulation Co Inc      Trade Debt           $84,650

BGF Industries Inc           Trade Debt           $81,303

AOC, LLC                     Trade Debt           $79,124

Mead Paper Corporation       Trade Debt           $79,097

Troy Laminating              Trade Debt           $77,187

Marubeni Specialty           Trade Debt           $76,943
Chemical Inc

Kapstone Charleston          Trade Debt           $69,498
Kraft LLC

Collins Products             Trade Debt           $68,184

Global Companies LLC         Trade Debt           $60,907

Suddekor LLC                 Trade Debt           $60,678

City of Morristown           Tax Obligations      $58,712
                             and Other Governmental
                             Assessments

Temple-Inland                Trade Debt           $56,541

Kings Mountain               Trade Debt           $56,418
International, Inc.

Arrow Center LLC             Trade Debt           $52,849

Arclin                       Trade Debt           $52,289

Ramona Trust                 Trade Debt           $48,757

Atrium Companies Inc.        Trade Debt           $46,569

The petition was signed by Robert J. Muller Jr., chairman,
president and chief executive officer.


PM TRANSPORTATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: PM Transportation, LLC
        3535 Gillespie, #305
        Dallas, TX 75219

Bankruptcy Case No.: 09-37581

Chapter 11 Petition Date: November 3, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  Pronske & Patel, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  Email: gpronske@pronskepatel.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 $2,395,000,
and total debts of $1,320,741.

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

The petition was signed by Peter R. Morris, president of the
Company.


PENN TRAFFIC: Enters Into Forbearance Agreement With Lenders
------------------------------------------------------------
The Penn Traffic Company entered into a forbearance agreement with
all of its senior working capital lenders and General Electric
Capital Corporation, as agent for the lenders, on November 3,
2009.

"We continue to work closely with our lenders and appreciate the
flexibility that they have provided us with this latest
agreement," said President and Chief Executive Officer Gregory J.
Young.

The Company currently expects that, under the terms of the
forbearance agreement, the participating lenders will continue to
provide letters of credit and other forms of credit to the company
through at least November 25, 2009.  This forbearance agreement
was necessitated by GE Capital's notification on October 30, 2009,
that Penn Traffic was in technical default of certain provisions
of its current credit agreements.

In connection with the forbearance agreement, Penn Traffic's board
of directors has retained Ronald F. Stengel, senior managing
director with the firm of Conway Del Genio Gries & Co., LLC, as
Penn Traffic's chief restructuring officer, effective immediately.
His firm has worked with Penn Traffic on a variety of matters,
including extensive financial advisory services from 2006 through
2008.

Penn Traffic's procurement partner for most categories represented
in the company's retail stores, C&S Wholesale Grocers Inc., has
been notified of these developments and is expected to continue
providing its services to Penn Traffic without interruption.

                        About Penn Traffic

Headquartered in Syracuse, New York, The Penn Traffic Company
("Pink Sheets": PTFC) -- http://www.penntraffic.com/-- owns and
operates 91 supermarkets in Upstate New York, Pennsylvania,
Vermont and New Hampshire under the P&C, Quality and BiLo banners.

Penn Traffic has been in and out of Chapter 11 bankruptcy twice.
Its first trip to the bankruptcy court was in June 1999.  Penn
Traffic again filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represented the Debtors in
their restructuring efforts.  When the grocer filed for protection
from creditors, it listed $736,532,614 in total assets and
$736,532,610 in total debts.  The Court confirmed the Debtor's
First Amended Plan of Reorganization on March 17, 2005.  The Plan
became effective April 13, 2005, allowing it to formally emerge
from Chapter 11.  Under the Plan, the Debtor gave all the stock to
unsecured creditors while cutting the store count almost in half,
according to Bloomberg.


PONCE PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Ponce Properties, LLC
        PO Box 450
        Loudon, TN 37774

Bankruptcy Case No.: 09-36065

Chapter 11 Petition Date: November 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair Jr.

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  Email: ltarpy@htandc.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 $2,395,000,
and total debts of $1,320,741.

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

The petition was signed by Peter J. Ponce, member of the Company.


PROTOSTAR LTD: Creditors Fight $210M Sale To Intelsat
-----------------------------------------------------
Law360 reports that ProtoStar Ltd.'s creditors are objecting to
the Debtor's proposed $210 million asset sale to Intelsat
Subsidiary Holding Co., arguing that ProtoStar passed up a better
bid from Eutelsat America Corp.

As reported by the TCR on Nov. 2, 2009, Intelsat, Ltd was selected
as the successful bidder in the 29 October public auction for the
ProtoStar 1 satellite with a $210 million, all cash offer.  Upon
conclusion of the transaction, the satellite will be re-named
Intelsat 25 and will join Intelsat's global fleet, serving with
the company's other assets in the Atlantic Ocean region.

The satellite, built by Space Systems Loral, has 22 Ku-band and 38
C-band transponders.  Upon its launch in July 2008, the satellite
was expected to have a 16-year life span.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
between US$100 million and US$500 million each in assets and
debts.  As of December 31, 2008, ProtoStar's consolidated
financial statements, which include non-debtor affiliates, showed
total assets of US$463,000,000 against debts of US$528,000,000.

The Bankruptcy Court has set October 14, 2010, as the general
claims bar date.  Proofs of claim by governmental units are due
January 25, 2010.

Meanwhile the Bankruptcy Court entered an order authorizing the
debtors to hire UBS Securities LLC as investment banker and
financial advisor.


PROTOSTAR LTD: Lenders Can't Buy Assets Until Lien Found Valid
--------------------------------------------------------------
ProtoStar Ltd.'s noteholders and working capital lenders may
submit a credit bid at the auction for the Debtor's assets on
December 15.  However, according to Bill Rochelle at Bloomberg,
the bankruptcy judge said that the sale can't be completed until
he has entered a ruling on the Official Committee of Unsecured
Creditors' request that the lenders' liens be declared invalid.
Should the Court rule in favor of the Committee's request, the
lenders can't use their claims to bid for the assets, and would
have to pay cash to buy the assets.

According to Mr. Rochelle, should the lenders end up with the best
bid at auction, the judge decreed that the sale-approval order
must include "appropriate language to protect the debtors'
estates" in the event the security interest are later found
invalid.

ProtoStar Ltd. has delayed the auction for its business by more
than six weeks -- with bids due Dec. 9, six days before the
auction, and a sale hearing on Dec. 18 -- after the Creditors
Committee filed a document saying that secured lenders The Bank of
New York Mellon and Wells Fargo & Co., have failed to prove that
their liens for a US$10 million working capital loan and US$183
million in 12.5 percent and 18 percent secured notes have priority
over other claims.

                         Chapter 11 Plan

ProtoStar Ltd. and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the District of Delaware a disclosure
statement with respect to their joint Chapter 11 plan of
reorganization, which is premised upon the receipt and
distribution of sales proceeds from the auctions of satellites.

All claimholders, other than holders of priority non-tax claims,
equity interest and intercompany claims, are allowed to vote for
the plan.  The Debtors' plan did not indicate how much each of the
holders is expected to recover from its allowed claim.

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?4635

A full-text copy of the Debtors' Chapter 11 plan is available for
free at http://researcharchives.com/t/s?4636

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  In their petition, the Debtors listed
between US$100 million and US$500 million each in assets and
debts.  As of December 31, 2008, ProtoStar's consolidated
financial statements, which include non-debtor affiliates, showed
total assets of US$463,000,000 against debts of US$528,000,000.

The Bankruptcy Court has set October 14, 2010, as the general
claims bar date.  Proofs of claim by governmental units are due
January 25, 2010.

Meanwhile the Bankruptcy Court entered an order authorizing the
debtors to hire UBS Securities LLC as investment banker and
financial advisor.


RAFAELLA APPAREL: Possible Default Cues Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Rafaella
Apparel Group, Inc., including its Corporate Family and
Probability of Default Ratings to Caa3 from Caa1, and the rating
on its 11.25% second lien notes to Ca from Caa2.  The ratings
outlook is negative.

The downgrades and negative outlook reflect Moody's concern that
Rafaella's probability of default has materially increased due to
persistently weak operating performance, and that the company's
current capital structure is unsustainable at its current levels.
Declining revenue and profitability have led to very weak credit
metrics, with particular concern regarding interest coverage
falling well below one time.

In Moody's opinion, Rafaella's liquidity is weak given its
significant longer term debt maturities.  However, balance sheet
cash along with the expectation for modest free cash flow and
revolver availability appear sufficient to cover cash needs over
the next year.

These ratings were downgraded:

* Corporate Family Rating to Caa3 from Caa1

* Probability of Default Rating to Caa3 from Caa1

* Senior secured notes due June 2011 to Ca (LGD4, 62%) from Caa2
  (LGD4, 59%)

The ratings outlook is negative.

The last rating action for Rafaella was on January 16, 2009 when
Moody's downgraded its CFR to Caa1 and assigned a negative
outlook.

Rafaella Apparel Group, Inc., based in New York, NY, is a
designer, sourcer, and marketer of a full line of women's career
and casual sportswear separates under the Rafaella brand.  Revenue
for the fiscal year ended June 30, 2009, approached $150 million.


RAINBOW UNITED: Settles With IRS and SCKEC to Pave Way Ch. 11 Plan
------------------------------------------------------------------
Bill Wilson of The Wichita Eagle reports that Rainbows United has
settled with the Internal Revenue Service and South Central Kansas
Education Center, which paves way for the company to file a
reorganizational plan late this year, and emerge from bankruptcy
as early as March 1, 2010.

"It's a good day for us because it allows us to proceed with our
plan, which gets us one step closer to coming out of bankruptcy
and one step closer to completing the mission for our kids," Mr.
Wilson quoted Hale Ritchie, Rainbows' chief restructuring officer
and operations chief, as saying.

The company owes $450,000 to South Central Kansas, Mr. Wilson
notes.

Mr. Wilson says that the company will negotiate repayment plans on
its bank loans of about $4 million.

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company in
its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


REHABCARE GROUP: Moody's Assigns 'Ba3' Rating on $125 Mil. Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to RehabCare
Group, Inc.'s proposed credit facilities, consisting of a
$125 million revolver and a $500 million term loan.  Moody's
also assigned a Ba3 Corporate Family Rating and a B1 Probability
of Default Rating to the company.  The outlook for the ratings is
stable.  Further, Moody's assigned a Speculative Grade Liquidity
Rating of SGL-2.  This is the first time Moody's has assigned
ratings to RehabCare.

Moody's anticipates that the proceeds of the loans, along with
proceeds from a potential offering of common equity will be used
to acquire Triumph Healthcare, an operator of long-term acute care
hospitals, refinance existing debt and pay fees and expenses
associated with the transaction.

The Ba3 Corporate Family Rating reflects Moody's expectation that
the company will be able to effectively integrate the operations
of the Triumph LTACHs with limited disruption and benefit from the
leveraging of the infrastructure across a larger base of hospitals
and the sharing of best practices across its legacy LTACH
facilities.  The rating also incorporates Moody's expectation that
the combined company's stable and robust cash flow, combined with
continued growth in all business lines and the company's unique
position in the post-acute continuum of care should allow for
rapid improvement in credit metrics.  The ratings also consider
the increased scale associated with the proposed transaction but
also reflects the increase in direct exposure to third party
reimbursement developments, especially potential changes in
Medicare reimbursement to LTACHs.

The stable rating outlook reflects Moody's expectation that the
combined company should see continued growth in its contract
therapy business and improvements in its existing hospital
operations, as best practices in place at Triumph facilities are
shared among the legacy operations.  Additionally, Moody's
anticipates that RehabCare will continue its disciplined approach
to reducing leverage following the close of the transaction.

The SGL-2 Speculative Grade Liquidity Ratings reflects Moody's
expectation that the company should maintain good liquidity in the
four quarters following the closing of the proposed transaction.

These ratings have been assigned.  Ratings are subject to Moody's
review of final documentation.

* $125 million senior secured revolving credit facility due 2014,
  Ba3 (LGD3, 31%)

* $500 million senior secured term loan due 2015, Ba3 (LGD3, 31%)

* Corporate Family Rating, Ba3

* Probability of Default Rating, B1

* Speculative Grade Liquidity Rating, SGL-2

Moody's expects to withdraw the ratings on Triumph, including the
B2 Corporate Family Rating, at the close of the transaction.

RehabCare provides rehabilitation program management services in
hospitals, skilled nursing facilities, outpatient facilities and
other long-term care facilities located in 43 states.  In
partnership with healthcare providers, the company provides post-
acute program management, medical direction, physical therapy
rehabilitation, quality assurance, compliance review, specialty
programs and census development services.  The company also owns
and operates seven LTACHs and six rehabilitation hospitals, and
provides other healthcare services, including healthcare
management consulting services and staffing services for
therapists and nurses.  For the twelve months ended September 30,
2009, the company recognized revenues of approximately
$807 million.

Triumph Healthcare, Inc.'s 20 LTACH facilities (as of June 30,
2009) will become the core of the combined company's expanded
hospital division.


RIVERHEAD PARK: Sec. 341 Meeting Set for December 4
---------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of Riverhead
Park Corp.'s creditors on December 4, 2009, at 9:00 a.m., at Room
563, 560 Federal Plaza, CI, NY.

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.

Riverhead, New York-based Riverhead Park Corp. operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 27, 2009 (Bankr. E.D. N.Y. Case No. 09-
78152).  Harold M. Somer, Esq., who has an office in Westbury, New
York, assists the Company in its restructuring efforts.  In its
petition, the Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.  According to the
schedules, the Company has assets of $10,020,000, and total debts
of $5,995,696.


RUSSELL AVENUE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Russell Avenue Apartments, LLC
        445 S. Beverly Drive, Suite 300
        Beverly Hills, CA 90212

Bankruptcy Case No.: 09-40619

Chapter 11 Petition Date: November 3, 2009

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

Judge: Ernest M. Robles

Debtor's Counsel: David B. Golubchik, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd, Ste 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

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/cacb09-40619.pdf

The petition was signed by Moussa Kashani, managing member of the
Company.


SAN MARINO PROPERTIES: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: San Marino Properties, LLC
        445 S. Beverly Drive, Suite 300
        Beverly Hills, CA 90212

Bankruptcy Case No.: 09-40614

Chapter 11 Petition Date: November 3, 2009

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

Judge: Samuel L. Bufford

Debtor's Counsel: David B. Golubchik, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd, Ste 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

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/cacb09-40614.pdf

The petition was signed by Moussa Kashani, managing member of the
Company.


SCOTT HADFIELD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Scott D. Hadfield
               Hope B. Hadfield
               1016 Saltwater Circle
               Saint Augustine, FL 32080

Bankruptcy Case No.: 09-09302

Chapter 11 Petition Date: November 3, 2009

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

Judge: Jerry A. Funk

Debtor's Counsel: Douglas C. Higginbotham, Esq.
                  925 Forest St.
                  Jacksonville, FL 32204
                  Tel: (904) 354-6604
                  Fax: (904) 354-6606
                  Email: chrisdch@bellsouth.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 $3,053,001,
and total debts of $3,817,075.

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/flmb09-09302.pdf

The petition was signed by the Joint Debtors.


SEAMLESS CORP: Recurring Losses Prompt Going Concern Doubt
----------------------------------------------------------
Demetrius & Company, L.L.C., in Wayne, New Jersey, expressed
substantial doubt about Seamless Corporation's ability to continue
as a going concern after auditing the Company's consolidated
financial statements as of and for the years ended June 30, 2009,
and 2008.  The auditors said that the Company has incurred
operating losses since inception and requires additional capital
to continue operations.

The Company reported a net loss of $7,796,304 for the year ended
June 30, 2009, compared with a net loss of $1,793,336 for the year
ended June 30, 2008.

At June 30, 2009, the Company's consolidated balance sheets showed
$2,115,335 in total assets and $6,371,263 in total liabilities,
resulting in a $4,515,928 shareholders' deficit.

The Company's consolidated balance sheets at June 30, 2009, also
showed strained liquidity with $24,094 in total current assets
available to pay $6,731,263 in total current liabilities.

A full-text copy of the Company's consolidated financial
statements for the year ended June 30, 2009, is available for free
at http://researcharchives.com/t/s?4869

Based in Las Vegas, Seamless Corporation  (OTC BB: SMWF) --
http://www.seamlesscorp.com/-- develops, produces and markets
hardware and software products and other manufactures and sells
those products through its subsidiary, Seamless Sales LLC --
http://www.seamlesssale.com/


SENESCO TECHNOLOGIES: Receives Non Compliance Notice From AMEX
--------------------------------------------------------------
Senesco Technologies, Inc., has received a notice from the NYSE
Amex LLC providing notification that the Company does not meet one
of the NYSE's continued listing standards as set forth in Part 10
of the NYSE company guide and the Company has therefore become
subject to the procedures and requirements of Section 1009 of the
NYSE company guide.  Specifically, the Company is not in
compliance with Section 1003(a)(iii) of the NYSE company guide
with stockholder's equity of less than $6,000,000 and losses from
continuing operations and/or net losses in its five most recent
fiscal years.  The Company reported stockholder's equity of
$5,667,834 at June 30, 2009.

The notice is based on a review by the NYSE of information which
the Company has publicly disclosed, including information
contained in the Company's Form 10-K for the period ended June 30,
2009, which disclosed the financial status of the Company at that
time.

To maintain an NYSE listing, Senesco must submit a plan by
November 30, 2009, advising the NYSE of action it has taken, or
will take; that would bring Senesco into compliance with the
continued listing standards within a maximum of 18 months from the
date of notification by the NYSE.  The Company is taking steps to
prepare and submit such a plan to the NYSE on or before
November 30, 2009.

The Listings Qualifications Department of the NYSE will evaluate
Senesco's plan and determine whether it reasonably demonstrates
the Company's ability to regain compliance with the continued
listing standards within 18 months.  If the NYSE accepts Senesco's
plan, the Company may be able to continue its listing during the
plan period, provided that Senesco demonstrates progress
consistent with its plan and complies with other applicable NYSE
listing qualifications.  If the Company fails to submit a
satisfactory plan or fails to demonstrate progress consistent with
the plan accepted by the NYSE, the NYSE may initiate delisting
procedures.  During the plan period, Senesco will be subject to
periodic review to determine whether it is achieving progress
consistent with the plan.

                About Senesco Technologies, Inc.

Senesco Technologies, Inc. is a U.S. biotechnology company,
headquartered in New Brunswick, NJ.


SK FOODS: Former Sr. VP Alan Huey to Serve Five Year in Prison
--------------------------------------------------------------
The U.S. Justice Department said that Alan Scott Huey, former
senior vice president of SK Foods LP, has agreed to plead guilty
to criminal conspiracy and will cooperate with a federal
investigation, according to appealdemocrat.com

Mr. Huey is expected to enter the plea November 17 in U.S.
District Court in Sacramento. He faces up to five years in prison
and $250,000 in fines, the report says.

The report relates that seven other people, including a former SK
Foods vice president and employees of Kraft and Frito-Lay, have
already pleaded guilty in connection with the payoff scheme.

Prosecutors dropped charges, in exchange for the guilty plea,
against Mr. Huey for allegedly falsifying quality-control records
and expiration dates at the canneries to conceal high levels of
mold in the company's tomato products.

SK Foods LP runs a tomato processing facility in Lemoore.  It
filed for Chapter 11 bankruptcy protection after being dropped by
its lending group.  As reported by the Troubled Company Reporter
on May 12, 2009, creditors filed an involuntary Chapter 11
petition SK Foods LP and affiliate RHM Supply/ Specialty Foods
Inc. before the U.S. Bankruptcy Court for the Eastern District of
California.  SK Foods had said that it was preparing to file a
voluntary Chapter 11 petition.


SOUTH TEXAS OIL: Responds to Ch.7 Petition by Filing Chapter 11
---------------------------------------------------------------
South Texas Oil Co. and its wholly owned subsidiaries filed for
Chapter 11 protection in San Antonio, Texas, after certain
creditors signed a petition to send it to Chapter 7.

According to Bill Rochelle at Bloomberg, on September 11,
subsidiaries of Baker Hughes Inc. and Schlumberger Ltd. and other
creditors filed an involuntary Chapter 7 petition in Austin,
Texas, against South Texas subsidiary STO Operating Co.  He notes
that it is unclear whether STO Operating should have filed its
petition in San Antonio with the involuntary case pending in
Austin.  STO Operating had responded to the involuntary petition
by filing a motion asking for transfer of the case to Austin.

The Company has debtor-in-possession financing in an aggregate
principal amount of up to $1,500,000.

                   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. Longview Fund
LP owns 42.5 percent of the South Texas stock.  Doub Oil & Gas Co.
LLC is a 14.5 percent shareholder.

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 on Oct. 29, 2009 (Bankr. W.D. Tex. Case No. 09
54233).

Ronald Hornberger of Plunkeet & Gibson represents the Debtors in
their restructuring effort.

In the Chapter 11 case, the companies listed assets of
$49.1 million against debt totaling $27.9 million, including
$17.3 million in secured claims.


SPANAWAY PROPERTY: Case Summary & 10 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Spanaway Property, LLC
        702 Sandia Place
        Franklin Lakes, NJ 07417

Bankruptcy Case No.: 09-39214

Chapter 11 Petition Date: November 4, 2009

Court: United States Bankruptcy Court
       District of Oregon

Debtor's Counsel: William M. Parker, Esq.
                  6950 SW Hampton #330
                  Tigard, OR 97223
                  Tel: (503) 858-8980

Email: bill-parker@msn.com

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

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

According to the schedules, the Company has assets of $1,200,000,
and total debts of $1,367,869.

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/orb09-39214.pdf

The petition was signed by Clifford R. Robinson.


STATE OF OHIO: Moody's Says Gambling to Tighten Competition
-----------------------------------------------------------
Ohio voters have green-lighted a referendum that legalizes gaming
in the state, paving the way for four new casinos there.  This
move comes just as gaming demand continues to decline nationwide,
analysts at Moody's said on Wednesday.

The November 3 referendum permits casino operators to build new
casinos in Cincinnati, Cleveland, Columbus and Toledo.  The
referendum would tax gaming revenue at a 33% rate.  It also limits
the state to four full-service casino operations.

The types of games in Ohio's new casinos would be similar to those
already offered in neighboring states, potentially drawing local
residents away from gaming facilities in West Virginia,
Pennsylvania, Indiana and Michigan, Moody's said.

"While a number of hurdles have to be passed before gaming becomes
a reality in Ohio, this development is certainly not good news for
existing gaming operators in West Virginia," said Keith Foley,
Senior Vice President at Moody's.  Those gaming operators include
MTR Gaming Group, Inc. (B3 Corporate Family Rating, stable
outlook) and Wheeling Island Gaming (not rated).

MTR owns and operates Mountaineer Casino Racetrack and Resort
located in Chester, West Virginia, about 110 miles southeast of
Cleveland.  Wheeling owns the Wheeling Island Racetrack & Gaming
Center located in Wheeling, West Virginia, which is about 130
miles east of Columbus.  Roughly two-thirds of Mountaineer's
customers come from Ohio, as do more than one-third of Wheeling
Island's customers.

Casinos in Detroit and southeast Indiana are also vulnerable to
lost market share, if much less so than West Virginia.

Toledo, Ohio is less than 60 miles southwest of Detroit,
Michigan's three casino facilities, which are separately owned and
operated by CCM Merger (Caa1 Corporate Family Rating, negative
outlook), Greektown Holdings, LLC (not rated), and MGM MIRAGE
(Caa2 Corporate Family Rating, negative outlook).  Pinnacle
Entertainment, Inc.'s (B2 Corporate Family Rating, stable outlook)
Belterra Casino Resort in southeast Indiana is only about 50 miles
from Cincinnati.

"The implementation of gaming in Ohio will reshape the competitive
landscape in the Midwest, much as the introduction of casinos in
Pennsylvania changed the gaming equilibrium in the Northeast,"
said Jacques Ouazana, Assistant Vice President at Moody's.

States with existing gaming operations may also find it
increasingly necessary to legalize expanded types of gaming just
to stay competitive and keep customers within their borders, Foley
added.

"It appears the U.S. gaming pie is not getting bigger, and the
slices continue to get smaller," he said.

Despite the referendum's modest margin of victory, voters
apparently saw it as an opportunity for a state with high
unemployment and limited ways to expand its tax revenues to
generate badly needed resources.

"The vote to approve this referendum did not come as a complete
surprise, given Ohio's significant budget deficit and increasing
signs of interest in gaming as a potential revenue source," Mr.
Foley said.

Indeed, Ohio's move to legalize gaming also increases the
likelihood that other states across the country will pursue gaming
as a revenue source more aggressively.

"We view Ohio's efforts to legalize gaming as part of a larger
trend, where sizeable budget deficits and bleak outlooks motivate
states that previously dismissed gaming as a revenue source to
reconsider legalizing gaming," Foley said.


STEVE PAIGE: 10th Cir. Says Plan Appeal Not Equitably Moot
----------------------------------------------------------
WestLaw reports that a creditor's appeal of a bankruptcy court
order confirming a Chapter 11 plan was not equitably moot.  The
creditor did not diligently pursue all available options to seek a
stay.  The competing plan had been substantially consummated.
However, the appeal raised troubling allegations of bad faith
dealings between the debtor, another creditor, and the trustee.
Both creditors were willing to pay far more than the amount of the
estate's debts to acquire an Internet domain name owned by the
debtor.  In re Paige, --- F.3d ----, 2009 WL 3584940, slip op.
http://www.ca10.uscourts.gov/opinions/08/08-4104.pdf(10th Cir.).

This ruling by the United States Court of Appeals for the Tenth
Circuit reverses a decision by the United States District Court
for the District of Utah (Case No. 07-CV-00822) denying a
creditor's motion to stay confirmation of a confirmed (and
substantially consummated) chapter 11 plan, and remands the case
to the District Court for consideration of the creditor's appeal.

The Troubled Company Reporter covered the Bankruptcy Court's
ruling concerning a question about whether the Internet domain
freecreditscore.com was property of the Debtor's estate on
October 13, 2009.  As previously reported in the TCR, the
Honorable William T. Thurman received evidence that the Internet
domain name was valued between $350,000 and $25 million (and up to
$200 million) in the course of a 19-day trial in Jubber, et al.,
v. Search Market Direct, Inc., et al. (Bankr. D. Utah Adv. Pro.
No. 06-02299).

Steve Zimmer Paige sought Chapter 7 protection (Bankr. D. Utah
Case No. 05-34474) on Sept. 16, 2005, and the case was
subsequently converted to a Chapter 11 proceeding on Oct. 6, 2006,
after the U.S. Trustee's Office, acting on an anonymous tip from
THIRSTY 4 JUSTICE objected to Mr. Paige's general discharge for
failure to disclose ownership of the domain name in his Schedules
of Assets and Liabilities.  Gary Jubber serves as the Liquidating
Trustee under a joint Chapter 11 plan he and ConsumerInfo.com,
Inc., proposed on May 23, 2007, which was confirmed over Mr.
Paige's objection by Judge Thurman on Oct. 18, 2008.

Search Market Direct, Inc., and Magnet Media, Inc., and
ConsumerInfo.Com purchased substantial numbers of unsecured claims
against Mr. Paige with the clear intention to acquire and use the
freecreditscore.com Internet domain name.


TASTE OF SCOTTSDALE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Taste of Scottsdale, LLC
        6910 E. Shea Blvd.
        Scottsdale, AZ 85254

Bankruptcy Case No.: 09-28248

Chapter 11 Petition Date: November 4, 2009

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

Debtor's Counsel: Thomas E. Littler, Esq.
                  Warnicke & Littler, P.L.C.
                  1411 N. Third St.
                  Phoenix, AZ 85004
                  Tel: (602) 256-0400
                  Fax: (602) 256-0345
                  Email: administrator@warnickelittler.com

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

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

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

The petition was signed by Eric Zimmerman.


TAYLOR BEAN: FDIC Bridles at $25-Mil. DIP Cash Bid
--------------------------------------------------
Law360 reports that Taylor Bean & Whitaker Mortgage Corp. has
encountered more flak as it tries to line up $25 million in
debtor-in-possession financing, with the Federal Deposit Insurance
Corp. arguing that the Debtor is discounting the agency's possible
interest in its real estate assets.

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.


TIRE RECYCLING: Judge Compelled to Enforce Prior Settlement
-----------------------------------------------------------
U.S. District Judge Joseph H. McKinley Jr. reversed a ruling by
the bankruptcy court that refused to enforce a settlement between
a debtor and a creditor.

According to Bill Rochelle, the bankruptcy judge previously
approved the settlement.   The creditor later filed papers in
bankruptcy court seeking to enforce the settlement when the debtor
didn't carry out its obligations.  Ruling that the settlement was
"clear and unambiguous," the bankruptcy judge took no further
action to enforce the settlement.

Judge McKinley overturned the bankruptcy court ruling and said
that failing to enforce the prior settlement order was "by
definition" an "abuse of discretion" and an "error of law."
By having made the settlement part of the prior order, the
bankruptcy court "placed its power and prestige behind the
compromise struck by the parties and was compelled to protect
the integrity of its order."

The case is In Re Higdon v. Tire Recycling Inc., 09-64,
U.S. District Court, Western District Kentucky (Owensboro).

Hudson-based Tire Recycling Inc. owns tire landfill and recycling
facilities.  It filed for Chapter 11 bankruptcy protection in
2007.


TRIUMPH GROUP: Moody's Assigns Corporate Family Rating at 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has assigned first time ratings to
Triumph Group, Inc., including a Ba2 Corporate Family Rating, Ba2
Probability of Default Rating, and a Ba3 to the company's proposed
eight year $175 million senior subordinated notes to be issued
under Rule 144A.  A Speculative Grade Liquidity rating of SGL-1
was also assigned.  Proceeds from the notes will be used to repay
the outstanding borrowings on the company's revolving credit
facility with the balance used for general corporate purposes.
The ratings outlook is stable.

The Ba2 Corporate Family Rating is supported by Triumph's very
good liquidity profile and a track record of strong and improving
operating performance with substantial free cash flow generation
with both revenue and net income demonstrating impressive growth
over the last several years.  The company has a well positioned
sound balance sheet.  Despite the modest leverage increase pro
forma the proposed subordinated debt issue, credit metrics will
remain strongly positioned within the rating category with
flexibility to address a higher degree of business slowdown than
is currently projected.

The rating reflects the company's backlog of over $1.2 billion,
approximately 100% of one year revenue with a business mix that is
well balanced across criteria, customers-OEMs versus aftermarket,
commercial versus military and aircraft platforms and product.
The rating considers the recent decline in organic revenue
associated with the slowdown in business jet and regional jet
orders, as well as the Boeing 787 delay.  Additionally, lower
passenger and freight miles flown combined with airline inventory
destocking remain a concern.  However, Triumph's new business
awards, including product on the Bell 429 program and development
work on the Sikorsky CH-53K, coupled with its acquisition strategy
of expanding its product offering, should help continue to offset
the organic revenue decline.

The assignment of a SGL-1 Speculative Grade Liquidity rating
reflects the company's very good liquidity profile over the next
12 months, including the expectation for continued positive free
cash flow generation, improved cash balances, substantial
revolving credit and receivables securitization availability, and
ample cushion on its financial covenants.

The stable rating outlook reflects Moody's expectation that
despite the global economic slowdown, drop in air travel and
airline destocking, the current order backlog and new program
awards, combined with the very good liquidity profile pro forma
the proposed note issuance, provides the company sufficient
operating flexibility and solid credit metrics over the near term.

These ratings/assessments have been assigned:

* Corporate Family Rating, Ba2;
* Probability of Default Rating, Ba2;
* $175 million senior subordinated notes, Ba3 (LGD4, 67%);
* Speculative Grade Liquidity Rating, SGL-1;

The rating outlook is stable.

This represents the initial rating assignment for Triumph Group,
Inc.

Triumph Group, Inc., headquartered in Wayne, PA, designs,
manufactures, repairs and overhauls aircraft components, such as
hydraulic, mechanical and electromechanical control systems,
aircraft and engine accessories, structural components and
assemblies, non-structural composite components, APUs, avionics
and aircraft instruments.  The company's customers include OEMs of
commercial, regional, business and military aircraft and aircraft
components, as well as commercial and regional airlines and air
cargo carriers.  Revenue for the fiscal year ending 3/31/09 was
approximately $1.24 billion.


TRIUMPH GROUP: S&P Assigns Corporate Credit Rating at 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
corporate credit rating to Triumph Group Inc.  At the same time,
S&P assigned its 'B+' issue-level rating and '6' recovery rating
to the company's proposed $175 million senior subordinated notes
due 2017, indicating S&P's expectations of negligible (0%-10%)
recovery in a payment default scenario.  Triumph will sell the
notes via SEC rule 144A with registration rights.  The outlook is
stable.

The company is proposing to issue $175 million of senior
subordinated notes to refinance revolver borrowings (about
$85 million as of Sept. 30, 2009), and is likely to use the
remaining proceeds to fund future acquisitions.  Despite
numerous acquisitions (nine in the last three fiscal years
totaling $350 million), leverage has remained fairly moderate
with debt to EBITDA of 2.5x-3x and debt to capital 35%-40%.
S&P expects these measures to remain in these ranges following the
proposed transactions.

"Conditions in the commercial aerospace market are likely to
remain challenging for the next year, but S&P expects the company
to maintain credit protection measures appropriate for the
ratings," said Standard & Poor's credit analyst Roman Szuper.  S&P
could lower the ratings if market conditions deteriorate, further
pressuring earnings, or leverage increases significantly to fund
acquisitions, resulting in debt to EBITDA above 4x and funds from
operations to total debt below 20%.  "We do not consider an
upgrade likely in the current challenging commercial aerospace
market," he continued.


TRUE TEMPER: Has Final Financing Approval for Prepack
-----------------------------------------------------
True Temper Sports Inc. has obtained approval to access
$10 million of revolving credit from lenders led by General
Electric Capital Corporation as administrative agent, Bill
Rochelle at Bloomberg reported.  The DIP financing includes a roll
up of $80 million in first-lien secured debt as a postpetition
obligation.

Interest will accrue on outstanding obligations under the D.I.P.
revolving credit facility at a rate equal to LIBOR for interest
periods of 1, 2 or 3 months (subject to a 3% floor) plus 8% per
annum.  Interest on outstanding obligations under the roll-up
loans will accrue at a rate equal to the alternate base rate plus
4.25% annum.

                         Prepackaged Plan

True Temper announced on Sept. 30 that secured lenders,
bondholders and shareholders agreed on the prepackaged plan that
would reduce funded debt by 80%, from $275 million to less than
$40 million.  The plan support agreement requires True Temper to
emerge from bankruptcy by December 15.

Debt holders and stockholders are injecting $70 million cash that
will be used pay down first-lien debt totaling $105.6 million.
The remainder of the first-lien debt will be converted into a new
term loan under the plan.

The $45 million in second-lien debt is to have 11.4% of the new
stock.  Most of the remainder goes to the investors.  While trade
suppliers are to be paid in full, other unsecured creditors are to
receive nothing.  The holders of $125 million in subordinated debt
are to receive nothing on account of the debt.  The investors
providing $70 million financing for the plan hold 45.5% of the
subordinated debt.

The Debtors have approximately $275 million of indebtedness under
the first lien credit facility, second lien credit facility, and
the senior subordinated notes.  According to Jason A. Jenne, vice
president and CFO of True Temper, a series of recent and
unforeseen events severely impacted the Debtors' ability to
continue servicing their substantial indebtedness and ultimately
led to the Debtors' decision to seek to restructure through a
prepackaged chapter 11 plan of reorganization.  Those events
include: (a) the deep recession in the United States (and
international) economy, (b) the resulting deterioration in the
Debtors' financial performance in 2009, and (c) the Debtors'
defaults under the first lien credit facility, second lien credit
facility, and the senior subordinated notes

A copy of the Plan is available for free at:

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

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

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

                          About True Temper

True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world.  True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.

As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.

True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446).  Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort.  Logan & Company serves as claims and notice
agent.  Bankruptcy Judge Peter J. Walsh handles the case.


TRUVO INTERMEDIATE: S&P Downgrades Corporate Credit Rating to 'CC'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on Delaware-based international
publisher of classified directories, TRUVO Intermediate LLC to
'CC' from 'CCC+'.  The outlook is negative.

At the same time, the subordinated debt ratings on related entity
TRUVO Subsidiary Corp.'s EUR395 million 8.5% notes and
$200 million 8.375% notes were lowered to 'C' from 'CCC-'.  The
recovery ratings on the notes are unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery in the event of
a payment default.

The rating actions follow Truvo's appointment of an ad hoc
committee of lenders under its senior facilities agreement to
assist the group in exploring and evaluating various business,
financing, and capital structure alternatives.

"The downgrade mainly reflects S&P's view that the implementation
of a capital restructuring of what S&P see as a highly leveraged
group is a clear risk within the next few months," said Standard &
Poor's credit analyst Raam Ratnam.  "Under its criteria, S&P view
any distressed exchange offer as tantamount to default.

"The downgrade also reflects S&P's opinion that Truvo's capital
structure is likely to become unsustainable over the near term.
This is as a result of very high leverage, weak free cash flow
generation, and, potentially, further deterioration in the group's
operating performance."

The negative outlook mainly reflects S&P's opinion that Truvo's
capital structure is likely to become unsustainable in the near
term, especially in light of the current adverse trading
environment.

In S&P's view, Truvo's recent appointment of a committee of
lenders under its senior facilities agreement to assist in
exploring and evaluating various business, financing, and capital
structure alternatives gives rise to a significant risk of a
discounted distressed exchange offer.  At the same time, however,
S&P acknowledge that the group has also said that there is no
guarantee that the committee's process will result in any specific
transactions or outcomes.

Nevertheless, in S&P's opinion, the current market environment,
the group's negative operating trends, and its overleveraged
capital structure increase the risk of a discounted distressed
exchange offer.

Given S&P's view of the pressure on Truvo's revenues in 2009 and
the current discussions with the lenders, S&P believes that a
positive rating action is unlikely over the next few months.


VELOCITY EXPRESS: Court Enters Order on Sale to ComVest
-------------------------------------------------------
Velocity Express Corporation disclosed that the sale of the
Company's operating assets to a subsidiary of ComVest Investment
Partners III, L.P., a leading private investment firm with a
proven track record in the transportation industry, has officially
been approved by the United States Bankruptcy Court for the
District of Delaware pursuant to Section 363 of the U.S.
Bankruptcy Code.  The sale order confirming the Court's approval
was entered on November 3, 2009.

The Court approved the sale following a post-petition auction
process and a global settlement by Velocity with its unsecured
creditors.  Pursuant to the terms of the sale, ComVest will become
the Company's new majority owner and the Company's balance sheet
will be significantly deleveraged.

Vincent A. Wasik, Velocity's Chairman and Chief Executive Officer,
stated, "This is a momentous event in the history of our company.
With ComVest as our new owner and partner, we believe we will now
have the financial and operational support we need to grow our
business aggressively and profitably.  We are dedicated to
continuing to provide excellent service to our customers as well
as a dynamic and rewarding work environment for our employees and
independent contractors."

"This transaction will reduce the burden of our legacy liabilities
by eliminating over $100 million of debt, creating a financially
stronger, well capitalized company.  With a better financial
position, we will continue to be able to pursue large business
development opportunities, and increase our investment in
technology and services to benefit our valued Customers.  Thanks
to the continued support and hard-work of our more than 3,300
dedicated Employees and Independent Contractors, we expect this
transition to be seamless to our Customers."

Jose Gordo, a Partner at ComVest, said, "We are committed to
making Velocity a dominant logistics services company.  With our
support, we believe that the Company will now have one of the
strongest balance sheets in its industry, positioning it optimally
to provide continuing top quality service to its solid existing
customer base and to target new significant business development
opportunities from large customers looking for customized,
efficient logistics solutions.  We are also optimistic that our
extensive experience in the transportation and logistics industry
and the operational contributions we intend to make will yield
positive results for the Company, and its customers, employees and
independent contractors."

                         About ComVest

The ComVest Group is a leading private investment firm focused on
providing debt and equity solutions to lower middle-market
companies with enterprise values of less than $350 million.  Since
1988, The ComVest Group has invested more than $2 billion of
capital in over 200 public and private companies worldwide.
Through its extensive financial resources and broad network of
industry experts, The ComVest Group is able to offer our companies
total financial sponsorship, critical strategic support, and
business development assistance.

                    About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- has one of
the largest nationwide networks of regional, time definite, ground
delivery service areas, providing a national footprint for
customers desiring same day service throughout the United States.
The Company's services are supported by a customer-focused
technology infrastructure, providing customers with the
reliability and information they need to manage their
transportation and logistics systems, including a proprietary
package tracking system that enables customers to view the status
of any package via a flexible web reporting system.

Velocity, together with 12 affiliates, filed for Chapter 11 on
Sept. 24, 2009 (Bankr. D. Del. Case No. 09-13294). The Company
listed assets of $94.1 million and debt of $120.6 million as of
Sept. 1.

ComVest Velocity Acquisition I, LLC, buyer of the Debtors' assets,
is represented in the case by Kenneth G. Alberstadt, Esq., at
Akerman Senterfitt LLP in New York.

DIP Lender Burdale is represented in the case by Jonathan M.
Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken, Esq.,
at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in Chicago,
Illinois.


VIASYSTEMS INC: Moody's Assigns 'B3' Rating on $220 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Viasystems,
Inc.'s $220 million senior secured note issuance, changed the
rating outlook to positive from negative, and affirmed the
corporate family rating and probability of default rating at B3.
Viasystems plans to use the proceeds of the note offering to
purchase the outstanding $200 million senior subordinated notes
due January 2011 via a tender offer.  Moody's will withdraw the
rating on the 2011 notes upon their full retirement.

The change in ratings outlook reflects Viasystems' refinancing of
its senior subordinated notes in addition to moderate improvement
in operating margins as the company starts to reap the benefits of
its 2008 restructuring initiatives, which Moody's expects to
continue.  Moody's adjusted operating margin for the three months
ended September 30, 2009 was 1.8% compared to -0.6% for the prior
quarter.  The rating outlook also incorporates revenue
stabilization in the most recent quarter.  Furthermore, pro forma
for the Merix acquisition, Moody's expects adjusted debt to EBITDA
to improve to under 3.0x over time, compared to 4.3x for
Viasystems on a standalone basis for the twelve months ended
September 30, 2009.

Viasystems' B3 CFR reflects continued concerns regarding the
company's relative lack of scale and customer concentration.  The
company has $111 million of cash and access to a new $75 million
ABL due 2013.  Pro forma for the Merix acquisition, the company
expects the cash balance to decline to $45 million by December 31,
2009.  Moody's expects Viasystems to be modestly free cash flow
positive over the next twelve months.  The CFR also incorporates
the company's exposure to the volatile telecommunications and
automotive end markets, which account for over 60% of revenues.

Upward ratings pressure could result going forward to the extent
Viasystems were to: (i) demonstrate sustainable improvement in
operating performance as a result of restructuring initiatives,
enhanced scale, improved manufacturing geographic diversity, and
expanded PCB product offerings; (ii) realize benefits from
$20 million of annual cost synergies following the Merix merger;
and (iii) demonstrate more consistent positive FCF generation.

This new rating was assigned:

* $220 million Senior Secured Notes due 2014 -- B3 (LGD-3, 45%)

These ratings were affirmed and assessments revised:

* Corporate Family Rating -- B3

* Probability of Default Rating -- B3

* $200 million Senior Subordinated Notes due January 2011 -- Caa1,
  assessment revised to (LGD-4, 67%) from (LGD-4, 68%)

The rating outlook is positive.

The most recent public comment on Viasystems was on October 7,
2009, when Moody's announced that Viasystems' definitive agreement
to combine with Merix in a stock-for-stock exchange would have no
impact on the company's ratings.  The last rating action for
Viasystems was on June 30, 2009, when Moody's changed the outlook
to negative from stable and affirmed the existing ratings as a
result of tight cushions under the company's financial covenants
and a somewhat weak liquidity position.

Headquartered in St. Louis, Missouri, Viasystems, Inc., is a
provider of complex multi-layer printed circuit boards and
electro-mechanical solutions utilized in a variety of applications
across the automotive, telecommunications, industrial,
instrumentation, medical, consumer, computing and data
communications end markets.  The company is a supplier to over 125
original equipment manufacturers as well as several Tier 1 EMS
providers.  Revenues and EBITDA (Moody's adjusted) for the twelve
months ended September 30, 2009, were $513 million and
$57 million, respectively.


VIASYSTEMS INC: S&P Assigns 'B+' Rating on $220 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'B+'
issue-level rating and '4' recovery rating to Viasystems Inc.'s
proposed $220 million five-year senior secured notes, which mature
on Jan. 15, 2015.  Proceeds of the notes offering will be used to
fund an offer to repurchase any and all of the company's
$200 million senior subordinated notes due 2011, and for other
corporate purposes.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Viasystems.  The outlook is stable.

"The rating on St. Louis-based Viasystems Inc. reflects the
company's position in the highly fragmented and competitive
printed circuit board manufacturing industry, volatile end
markets, and high debt leverage.  The company's low-cost
manufacturing locations and its solid relationships with its
customers, who are leading original equipment manufacturers in a
number of end markets, partly offset those factors," said Standard
& Poor's credit analyst Bruce Hyman.

Viasystems provides complex multilayer, rigid printed circuit
boards used in electronic equipment.  The company's related
businesses include systems integration, board assembly, testing,
and fulfillment, with a significant manufacturing presence in
China.

The stable outlook reflects limited potential for a higher rating,
given the challenging industry conditions through 2009 and into
2010.


VISTEON CORP: Deal for Sec. 510 Claims & Defenses Until Nov. 12
---------------------------------------------------------------
Judge Christopher Sontchi previously signed the 7th Supplemental
Interim Cash Collateral Order on October 7, 2009, permitting
Visteon Corp. and its debtor affiliates to continue using the
cash collateral through Nov. 12, 2009, in accordance with a
prepared budget.

Subsequently, the Debtors presented the Court on October 15,
2009, a budget in connection with the 7th Supplemental Interim
Cash Collateral Order, a copy of which is available for free at:

        http://bankrupt.com/misc/Visteon_Nov13Budget.pdf

By October 20, 2009, Pachulski Stang Ziehl & Jones LLP filed with
the Court a certification of counsel regarding an amendment of
the 7th Supplemental Interim Cash Collateral Order.  Pachulski
noted that the Official Committee of Unsecured Creditors, the
Debtors and Prepetition ABL Lenders have reached an agreement to
extend the time established under the 7th Interim Order for
asserting Section 510 Claims and Defenses from October 20, 2009
through November 12, 2009.  Judge Sontchi subsequently amended
the 7th Supplemental Interim Order to reflect the parties'
stipulated amendments.

The Debtors' Prepetition Indebtedness relate to two primary
credit agreements: (1) A $1.5 billion Term Loan Agreement, dated
April 2007, as amended, among Visteon Corp, as borrower, certain
lender parties, and Wilmington Trust FSB, as administrative agent
for the Prepetition Lenders and successor to JPMorgan Chase Bank,
N.A.; and (2) An ABL Credit Agreement dated August 2006, as
amended, among Visteon Corp., Ford, as assignee and sole lenders,
Ford CCA, LLC, solely as collateral guarantor of certain
outstanding letters of credit, and the Bank of New York Mellon,
as administrative agent for the Prepetition ABL Lenders.  In line
with the Credit Agreements, the Debtors granted the Prepetition
Lenders security interests in and liens on substantially all of
their assets or what is referred to as the "Collateral."

Ford has continued to consent to the use of the cash collateral
and the Court has extended the Debtors' authority to use the cash
collateral in a series of seven supplemental interim orders,
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, reiterates.  The Debtors expect to seek a
further consensual extension on the use of the cash collateral at
the November 12, 2009 omnibus hearing.

In connection with their recent DIP Motion for a $150 million
postpetition financing from a subset of the Prepetition Lenders
led by Wilmington Trust Company, the Debtors contemplate the
continued use of the Term Loan Cash Collateral in accordance with
an "adequate protection stipulation."

Under the Adequate Protection Stipulation, the Debtors seek to
continue to provide adequate protection to the Prepetition Term
Lenders and Ford Motor Company, as sole ABL Lender, of their
interests in the Collateral to the extent of any diminution in
value pursuant to Section 363(e) of the Bankruptcy Code.

Specifically, as adequate protection for their Collateral, the
Debtors seek to grant the Prepetition Term Lenders:

  1. valid, binding, enforceable and perfected replacement
     security interests in and liens on all of their assets and
     proceeds of any avoidance action brought pursuant to
     Section 549 of the Bankruptcy Code.  The Adequate
     Protection Liens will be junior only to (i) the Carve Out,
     (ii) pre-existing valid liens having priority over liens
     securitizing the Prepetition Credit Agreements, (iii) liens
     in favor of the Prepetition ABL Lenders on all assets of
     the Debtors of a type consisting of ABL Priority
     Collateral, and (iv) DIP Liens.

  2. an allowed superpriority administrative expense claim in
     their cases, to the extent provided by Sections 503(b) and
     507(b) of the Bankruptcy code;

  3. continued adequate protection payments, which include
     payments to Houlihan Lokey, as financial advisor to certain
     Prepetition Term Lenders, and a guarantee from Visteon
     Electric Corporation as to all obligations under the
     Prepetition Term Loan Agreement.

                     About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Files Third Quarter Report on Form 10-Q
-----------------------------------------------------
Visteon Corporation announced its third-quarter 2009 results,
reporting a net loss of $38 million, or 29 cents per share, on
total sales of $1.73 billion.  For the third quarter of 2008,
Visteon reported a net loss of $188 million, or $1.45 per share,
on total sales of $2.12 billion.  Adjusted EBITDA, as defined
below, for third quarter 2009 was $125 million, compared with
$5 million in third quarter 2008.

For the third straight quarter, Visteon's product sales, gross
margin and adjusted EBITDA improved sequentially, reflecting
continued benefits from restructuring and cost-saving actions
along with increases in OEM vehicle production.

"Despite the difficult operating environment, our third- quarter
results reflect the continued efforts of our employees to build a
global framework for business success which is focused on serving
our customers with innovative products and technologies," said
Donald J. Stebbins, chairman and chief executive officer.  "While
we believe the global auto industry is recovering from
historically low levels of production, there remain challenges as
the industry stabilizes."

Third quarter product sales to Ford Motor Co. and Hyundai- Kia
each accounted for 27 percent of total product sales.  Renault-
Nissan and PSA Peugeot Citroen accounted for about 10 percent and
6 percent of sales, respectively.  On a regional basis, Asia
accounted for about 36 percent of total product sales, with Europe
representing 35 percent, North America 22 percent and the balance
in South America.

                   Third Quarter 2009 Results

For third quarter 2009, total sales were $1.73 billion,
including product sales of $1.67 billion and services revenue
of $61 million.  Product sales decreased by about $340 million,
or 17 percent, year-over-year as the impact of foreign currency
and divestitures and facility closures reduced sales by about
$130 million and $90 million, respectively.  Lower production, net
of new business, further reduced sales by about $90 million.
Aside from the Asian region where sales were largely unchanged
from the prior year, Visteon experienced lower sales in all the
other major regions in which it operates, reflecting decreased
customer production volumes in response to weak global economic
conditions.

Gross margin for third quarter 2009 was $116 million, or
6.7 percent of sales, an increase of $73 million compared with
$43 million, or 2.0 percent of sales, for the same period a year
ago.  Favorable cost performance, reflecting ongoing operational
efficiencies as well as recently implemented restructuring
actions, and foreign currency more than offset the impact of
lower production levels.

Selling, general and administrative expense for third
quarter 2009 totaled $95 million, a decrease of $43 million, or
31 percent, compared with the same period a year ago, reflecting
the benefit of significant headcount and other cost-reduction
actions.

For third quarter 2009, the company reported a net loss of
$38 million, or 29 cents per share.  This compares with a net
loss of $188 million, or $1.45 per share, in the same quarter a
year ago.  Restructuring and reorganization costs of $27 million
and $23 million, respectively, were incurred during the quarter
while reimbursement from customers totaled $4 million.  Third-
quarter 2008 results included $42 million of restructuring costs
and $19 million of asset impairments and loss on divestiture,
along with $39 million of escrow reimbursement.

Equity in net income of non-consolidated affiliates increased
$21 million to $26 million in third quarter 2009 as compared to
the same period in 2008, largely reflecting continued customer
production increases in Asia Pacific.  Income tax expense for
third quarter 2009 was $18 million compared with $31 million in
the same period a year ago. Adjusted EBITDA for third quarter 2009
was $125 million, compared with $5 million for third quarter 2008.

                    First Nine Months 2009

For the first nine months of 2009, total sales of $4.65 billion
were lower by $3.2 billion, or 41 percent, compared with the same
period a year earlier.  For the first nine months of 2009, Visteon
reported a net loss of $148 million, or $1.14 per share, compared
with a net loss of $335 million, or $2.59 per share during the
first nine months of 2008.  Adjusted EBITDA for the first nine
months of 2009 was $220 million, compared with $359 million in the
same period last year.

                    Cash Flow and Liquidity

As of September 30, 2009, Visteon had cash balances totaling
$814 million, $72 million higher than June 30, 2009 levels.

Cash generated by operating activities totaled $84 million for
third quarter 2009, a $244 million improvement over the cash use
of $160 million during the same period a year ago.  The
improvement was attributable to lower net losses, as adjusted for
non-cash items, and lower trade working capital outflows.  Trade
working capital in the third quarter 2009 reflected, among other
items, the impact of pre-petition payables that have not been
settled.  Capital expenditures were $29 million for third quarter
2009, compared with $76 million in third quarter 2008, reflecting
the company's continued management of program investment.  Free
cash flow, as defined below, was $55 million for third quarter
2009, or $291 million better than 2008, which was a use of
$236 million.

                      New Business Wins

Visteon continues to win new business despite the difficult
economic environment.  During the first nine months of 2009,
Visteon won more than $400 million in incremental new business.
On a regional basis, Asia and North America each accounted for
41 percent of the total, with Europe accounting for the remaining
18 percent.

A full-text copy of Visteon's 3rd Quarter 2009 Financial Results
is available for free at the U.S. Securities and Exchange
Commission at http://ResearchArchives.com/t/s?47e3

             Visteon Corporation and Subsidiaries
            Consolidated Condensed Balance Sheets
                   As of September 30, 2009

ASSETS
  Cash and cash equivalents                       $712,000,000
  Restricted cash                                  102,000,000
  Accounts receivable, net                       1,126,000,000
  Inventories, net                                 360,000,000
  Other current assets                             224,000,000
                                                --------------
Total current assets                             2,524,000,000

Property and equipment, net                      2,039,000,000
Equity in assets of non-consolidated
  affiliates                                       266,000,000
Other non-current assets                            78,000,000
                                                --------------
Total Assets                                    $4,907,000,000
                                                ==============
LIABILITIES & STOCKHOLDERS' EQUITY
Short-term debt                                   $136,000,000
Accounts payable                                   952,000,000
Accrued employee liabilities                       159,000,000
Other current liabilities                          262,000,000
                                                --------------
  Total current liabilities                      1,509,000,000

Long-term debt                                      66,000,000
Employee Benefits                                  416,000,000
Deferred income taxes                              149,000,000
Other non-current liabilities                      340,000,000
Liabilities subject to compromise                3,126,000,000

Stockholders' deficit:
  Common stock                                     131,000,000
  Stock warrants                                   127,000,000
  Additional paid-in capital                     3,407,000,000
  Accumulated deficit                           (4,852,000,000)
  Accumulated other comprehensive income           201,000,000
  Other current assets                              (5,000,000)
                                               ---------------
Total Visteon shareholders' deficit               (991,000,000)
Noncontrolling interests                           292,000,000
                                               ---------------
Total shareholders' deficit                       (699,000,000)
                                               ---------------
Total liabilities and shareholders' deficit     $4,907,000,000
                                               ===============

              Visteon Corporation and Subsidiaries
              Consolidated Statements of Operations
              Three Months Ended September 30, 2009

Net sales
  Products                                      $1,672,000,000
  Services                                          61,000,000
                                               ---------------
                                                 1,733,000,000
Cost of sales
  Products                                       1,557,000,000
  Services                                          60,000,000
                                               ---------------
                                                 1,617,000,000
                                               ---------------
Gross margin                                       116,000,000
Selling, general and admin. expenses                95,000,000
Restructuring expenses                              27,000,000
Reimbursement from escrow account                    4,000,000
Reorganization items                                23,000,000
                                               ---------------
Operating loss                                     (25,000,000)

Interest expense                                     8,000,000
Interest income                                      2,000,000
Equity in net income of non-consolidated affiliates 26,000,000
                                               ---------------
Loss before income taxes                            (5,000,000)
Provision for income taxes                          18,000,000
                                               ---------------
Net loss                                           (23,000,000)
Net income attributable to non-controlling
interests                                          15,000,000
                                               ---------------
Net loss attributable to Visteon Corp.            ($38,000,000)
                                               ===============

             Visteon Corporation and Subsidiaries
             Consolidated Statements of Cash Flows
              Nine Months Ended September 30, 2009

Operating activities
Net loss                                         ($113,000,000)
Adjustments to reconcile net loss to net
cash (used by) provided from operating
activities:
Depreciation and amortization                     255,000,000
Deconsolidation gain                              (95,000,000)
Gains on asset sales                                1,000,000
Equity in net income of non-consolidated
  net of dividends remitted                        (46,000,000)
Reorganization items                               30,000,000
Other non-cash items                              (18,000,000)
Changes in assets and liabilities:
Accounts receivable                              (142,000,000)
Inventories                                         6,000,000
Accounts payable                                   50,000,000
Other assets and liabilities                      (79,000,000)
                                               ---------------
Net cash (used by) provided from operating
activities                                       (151,000,000)

Investing activities
Capital expenditures                               (87,000,000)
Cash associated with deconsolidation               (11,000,000)
Proceeds from divestitures and asset sales           5,000,000
Other                                                        0
                                               ---------------
Net cash used by investing activities              (93,000,000)

Financing activities
Short-term debt, net                               (24,000,000)
Cash restriction                                  (102,000,000)
Proceeds from issuance of debt                      56,000,000
Principal payments on debt                        (119,000,000)
Repurchase of unsecured debt securities                      0
Other, including book overdrafts                   (56,000,000)
                                              ----------------
Net cash used by financing activities             (245,000,000)
Effect of exchange rate changes on cash             21,000,000
                                              ----------------
Net increase in cash equivalents                  (468,000,000)
                                              ----------------
Cash and equivalents at beginning of period      1,180,000,000
                                              ----------------
Cash and equivalents at end of period             $712,000,000
                                              ================

                     About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment.  During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Proposes $40 Mil. L/C Facility With U.S. Bank
-----------------------------------------------------------
Visteon Corp. and its units seek the Court's authority to obtain a
$40 million postpetition letter of credit facility from U.S. Bank
National Association and to pay certain fees and costs related to
it.

The Debtors seek to enter into the L/C Facility to ensure the
ability to obtain letter of credit going forward.  The L/C
Facility with in addition with the Debtors' intent to obtain a
$150 million debtor-in-possession financing arrangement from
Wilmington Trust Company and certain of their prepetition
lenders.

                  The Prepetition L/C Facility

Prior to the Petition Date, JPMorgan Chase Bank, N.A., provided
the Debtors a prepetition letter of credit facility as part of
that certain Credit Agreement, dated as of August 14, 2006, or
what is otherwise known as the Prepetition ABL Agreement.  The
ABL Lenders, under a May 2009 Assignment and Assumption
Agreement, assigned to Ford Motor Company all of the Debtors'
obligations under the ABL Agreement and Ford assumed all of the
Lenders' obligations, including the obligation to purchase
participations from JPM in all unreimbursed draws under the
Existing Letters.  Furthermore, JPM required Ford to cash
collateralize its obligation to purchase 100% participations in
all unreimbursed draws under the Existing Letters.  Bank of New
York Mellon subsequently assumed the role of JPM as successor
administrative agent in mid-July 2009.

The Debtors tell the Court that there are currently outstanding
letters of credit issued under their prepetition facility in the
approximate amount of $31 million.  The Existing Letters are set
to expire on or prior to June 13, 2010, according to Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware.

Ms. Jones notes that in conjunction with the reassignment of the
ABL Agreement, Visteon Corp. and Ford entered into a certain
Acknowledgment and Agreement in May 2009, whereby Visteon agreed
to cooperate fully with Ford to find a replacement issuing bank.
In this light, Ford approached numerous financial institutions.
Upon analysis, the Debtors determined that the L/C Facility
offered by U.S. Bank has the most advantageous terms.

Michael Lewis, assistant treasurer of Visteon Corporation, tells
the Court that any additional search for a letter of credit
facility would increase the risks to the Debtors' operations as
Existing Letters expire without producing terms superior to those
under the proposed Postpetition L/C Facility.

Pursuant to the proposed Postpetition L/C Facility, U.S. Bank
will issue for the account of Visteon Corporation, as borrower,
letters of credit of up to the U.S. dollar equivalent of
$40,000,000.  The other material provisions of the L/C Facility
are:

Borrowing
Conditions:   As conditions to U.S. Bank obliging to issue or
               amend any Letter of Credit:

               -- Visteon must unconditionally promise to
                  reimburse U.S. Bank for any draws under any
                  letter of credit that may be issued;

               -- Visteon must maintain with U.S. Bank one or
                  more collateral accounts to secure all
                  obligations under the Reimbursement
                  Agreement Documents; and

               -- No Default must have had occurred or is
                  continuing, or would result from the requested
                  action.

Collateral
Coverage
Threshold;
Collateral
Account
Balance:       The Collateral Account Balance should be at least
                equal to the Collateral Coverage Threshold --
                generally 103% of the face amount of the Letters
                of Credit, provided amounts greater than 103%
                may be required in connection with Non-U.S.
                dollar Letters of Credit -- at all times.

                The Collateral Account Balance will at all times
                be composed of: (i) non-interest bearing deposits
                with U.S. Bank in an amount equal to at least 50%
                of the Collateral Account Balance, which deposits
                will be, to the extent permitted by law, FDIC-
                insured; and (ii) other Permitted Investments.

Maturity:      The latest Issuance Date will be September 30,
                2010.  The Latest Expiration Date will be
                September 30, 2011.

Use of Credit: Visteon Corp. will use the Postpetition L/C
                Facility to replace the Existing Letters of
                Credit, to obtain new Letters of Credit, and for
                other lawful purposes as it may require.

Payments:      Visteon Corp. will pay to U.S. Bank, on the day
                U.S. Bank makes any payment under a Letter of
                Credit, an amount equal to all amounts paid by
                U.S. Bank under that Letter of Credit, subject to
                the provisions of the Postpetition L/C Agreement
                regarding Non-US dollar denominated Letters of
                Credit.  U.S. Bank will be entitled to charge and
                debit the Collateral Account for reimbursement
                and payment of all amounts payable in connection
                with the Postpetition L/C Facility.

Interest on
Unpaid
Obligations:   Any and all obligations not paid when due will
                bear interest, until payment, at an annual rate
                equal to the Prime Rate plus 5%, payable on
                demand.

Liens and
Priority
Collateral
Account:       Visteon grants a security interest in all of
                its right, title and interest in and to the
                Collateral Account and any other deposit or
                account it maintained with U.S. Bank.

                At all times during which any L/C Obligations are
                outstanding, (i) U.S. Bank's security interest in
                the Collateral will be a legal, valid and
                perfected security interest, subject to no other
                Lien; and (ii) the Obligations will have the
                status of superpriority administrative expenses
                under Section 364(c)(1) of the Bankruptcy Code in
                the Debtors' cases.

Costs &
Expenses:      Visteon will pay to U.S. Bank on demand all
                reasonably documented legal and other reasonable
                fees and out-of-pocket expenses incurred by U.S.
                Bank in connection with (i) the preparation,
                negotiation and execution of the Postpetition L/C
                Agreement and related documents, (ii) U.S. Bank's
                due diligence related to the Postpetition L/C
                Agreement, (iii) the Debtors' bankruptcy cases,
                and (iv) enforcement of any and all rights and
                remedies of U.S. Bank.

                Among the proposed fees for U.S. Bank are:

                * $75,000 Advisory Fee, payable on Visteon's
                  execution of all documents and instruments
                  related to the L/C Facility

                * $500 Administrative Fee at issuance at on each
                  anniversary date

                * $300 Fee for each Amendment

                * $25 to $50 for billing, courier and cable fees

                * Minimum of $200 for draw negotiations

                * $250 fee per Reduction Processing

A full-text copy of the U.S. Bank Letter of Credit Facility is
available for free at:

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

Judge Sontchi is scheduled to consider the Debtors' request at a
November 12, 2009 hearing.  Objections are due no later than
November 5.

                     About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Terms of $150 Mil. of DIP Financing
-------------------------------------------------
Visteon Corporation and its debtor affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
obtain a secured superpriority priming multi-draw term loan
facility of up to $150 million from Wilmington Trust Company, as
administrative agent, and certain other lenders.

William G. Quigley II, chief financial officer and executive vice
president of Visteon Corporation, relates in a declaration filed
with the Court that at the outset of their cases, the Debtors
focused on negotiating a "club" DIP facility with their largest
North American OEM customers to ensure sufficient liquidity for
their business and bankruptcy cases.  However, due to the
complexity of such an arrangement, the Debtors realized that a
customer "club" DIP facility was not a viable solution to
supplement their liquidity.  Thus, the Debtors entered into talks
with certain parties for entry into a more structured financing
facility.

In early October 2009, as part of the discussions concerning
their ongoing concern value and liquidity position, the Debtors
began negotiations with certain of their Prepetition Term Lenders
over the terms of a DIP Facility.  A subset of the Prepetition
Lenders presented the Debtors on October 9, 2009, with a
preliminary term sheet outlining the terms of a proposed DIP
Facility.

Mr. Quigley asserts that the proposed DIP Facility provides the
Debtors with more than just the cash and credit support they
anticipate needing to operate their business.  He avers that of
almost equal importance is the confidence that financing will
reinforce in the Debtors' suppliers, customers, and employees.

After engaging with more extensive discussions, the Debtors and
the Lenders negotiated the terms of a DIP Credit Agreement, the
material provisions of which are:

Borrower:       Visteon Corporation

Guarantors:     All other debtors and debtor-in-possession

DIP Lenders:    Certain members of the Prepetition Term Lenders
                ad hoc steering committee who may agree to
                provide financing, and their successors and
                assigns.

DIP Facility
Agent:          Wilmington Trust Company

DIP Loan
Availability:   The DIP Facility is a secured super priority
                priming senior multi draw term loan facility in
                amount of $150,000,000; with immediate
                availability of at least $75 million upon
                closing and the option to draw an additional
                $75 million in the event additional liquidity is
                needed by the Debtors' business.

                At the Debtors' discretion, the remainder of the
                DIP Facility may be drawn in one additional draw
                at any time before 20 days prior to the
                "Maturity Date."

                If the Debtors determine they do not need
                additional liquidity after the $75 million
                upfront draw, they can forgo the additional $75
                million draw option and avoid paying the 1%
                unused fee on the additional draw.

Use of Proceeds: Loan proceeds are to be utilized exclusively
                 for:

                 1. working capital for Visteon Corp. in
                    accordance with a prepared budget;

                 2. funding capital expenditures of Visteon in
                    accordance with the Budget; and

                 3. other general corporate purposes in
                    accordance with the Budget.

Interest Rate:  Borrowings under the DIP Facility will be at the
                annual rate equal to the Eurodollar Rate plus
                the Applicable Margin of 6.50% per annum, for
                interest periods of one or three months.  The
                Eurodollar Rate will be subject to a floor of
                3.00% per annum.

Default
Interest:       2.00% per annum above the then applicable rate

Ticking Fee:    1.00% per annum on the unused portion of the DIP
                Facility, payable monthly in arrears.

Commitment Fee:  Visteon Corp. and each Guarantor agrees, jointly
                 and severally, to pay each Lender on the Closing
                 Date a commitment fee equal to 3.00% of its Pro
                 Rata Share of the amount by which the Term Loan
                 Commitment exceeds the initial draw under the
                 DIP Facility.

Maturity Date:   The DIP Credit Agreement will mature on the
                 earliest to occur of:

                 (1) May [__], 2010; so long as no Default or
                     Event of Default has occurred and is
                     continuing at that time.  Visteon Corp.
                     will have the option to extend the Maturity
                     Date to August [___], 2010 without the
                     consent of the Administrative Agent or
                     Lenders;

                 (2) the effective date of Visteon Corp.'s Plan
                     of Reorganization;

                 (3) the date on which Visteon Corp. has
                     consummated, pursuant to Section 363 of the
                     Bankruptcy Code and a final order of the
                     Court, a sale or sales of all or
                     substantially all of its assets; or

                 (4) the date of termination of the Lenders'
                     obligations to make loans or permit
                     existing loans to remain outstanding.

Carve Out:      Refers at any time of determination, (1) allowed
                administrative expenses payable pursuant to 28
                U.S.C. Section 1930, (2) Chapter 7 trustee fees
                of up to $25,000, and (3) allowed and unpaid
                fees and expenses of professionals retained in
                the Debtors' cases and firms retained by the
                Debtors or the Creditors Committee or otherwise
                referred to as "Priority Professional Expenses"
                in an amount not to exceed $15,000,000.

Events of
Default:        Usual and customary events of default for
                facilities of this type, including, but not
                limited to:

                 * Failure to pay interest, principal, or fees
                   when due;

                 * Failure to comply with the DIP Budget within
                   agreed variances;

                 * Conversion of the Debtors' cases to a case
                   under Chapter 7 of the Bankruptcy Code;

                 * The dismissal of the Debtors' cases;

                 * The appointment of a Chapter 11 trustee or an
                   examiner with enlarged powers in the Debtors'
                   cases; or

                 * The U.S. Dollar equivalent market value of
                   Visteon Corp.'s ownership interest in Halla
                   Climate Control closes on the KOSPI below
                   $300M for three consecutive trading days.

Before the Petition Date, the Debtors were parties to credit
agreements: one with Wilmington Trust FSB, as administrative
agent, and certain lenders for a $1.5 billion Term Loan Facility,
dated April 2007, as amended; and another with Ford Motor
Company, as assignee and sole lender, and Bank of New York
Mellon, as administrative agent, for an ABL Credit Agreement
dated August 2006, as amended.

Under the DIP Credit Agreement and pursuant to Section 364(c)(1)
of the Bankruptcy Code, the Debtors propose to grant the DIP
Lenders a superpriority administrative claim with respect to all
DIP Loans subject only to the Carve-Out.  As further security for
the DIP Obligations and pursuant to Section 364(c)(2), (c)(3) and
364(d), the Debtors propose to grant the DIP Lenders:

  (a) a first priority priming lien on all "Term Loan Priority
      Collateral" and certain unencumbered assets;

  (b) a second priority lien on all "ABL Priority Collateral;"

  (c) proceeds of avoidance actions under Section 549 of the
      Bankruptcy Code; and

  (d) the Debtors' right under Section 506(c) of the Bankruptcy
      Code;

with that security being subject only to valid, perfected, and
non-avoidable liens which have priority over the liens securing
the Prepetition Credit Agreements and the Carve Out.

A full-text copy of the 96-page Visteon DIP Credit Agreement is
available for free at:

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

Rothschild Inc. Managing Director Todd R. Snyder points out that
the proposed DIP Facility is the Chapter 11 functional equivalent
of a "covenant-lite" loan containing no financial covenants, like
EBITDA or cash flow performance thresholds.  Instead, he notes,
it requires only compliance with a DIP budget with a 10% variance
range on net cash flow.  There is no roll-up of prepetition debt
and there are no case control features -- which are not uncommon
when new money is lent to a chapter 11 debtor, he adds.  The DIP
Facility also provides flexibility on debt baskets and asset
sales for mandatory pay-downs, thus allowing the Debtors a high
degree of flexibility to run their international enterprise,
complete their operational restructuring, and smartly grow the
business.  Finally, Mr. Snyder maintains, the credit terms of the
DIP Facility have been and continue to be vetted by the Debtors'
financial advisors in the credit markets.  Rothschild is the
Debtors' financial advisors.

More importantly, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, tells the Court, the
Prepetition Term Lenders hold first-priority security interests
in, inter alia, 65% of the stock of the Debtors' first-tier
foreign subsidiaries. As such, she points out, they were in a
"unique position to offer the Debtors the DIP Facility," which
features a self-priming first priority lien on the term lenders'
priority collateral.

Concurrent with finalizing the terms of the DIP Facility, the
Debtors, with the assistance of Rothschild, solicited financing
commitments from various financial institutions, according to Ms.
Jones.  However, none of those entities was willing to offer
postpetition financing on terms as favorable as those offered by
the DIP Lenders.

"[N]ow is the ideal time for the Debtors to solidify a
liquidation injection," Mr. Quigley says, given the Debtors'
relative position of strength and the upcoming increase in
seasonal vehicle production in the coming months.  He states that
while the Debtors currently have about $240 million of available
cash, they anticipate expending cash on hand in upcoming months
as production cycles and costs ramp up.

The Court is set to convene a hearing on November 12, 2009, to
consider the DIP Motion.  Objections are due no later than
November 5.

                     About Visteon Corp

Visteon continues to win new business despite the difficult
economic environment. During the first nine months of 2009,
Visteon won more than $400 million in incremental new business. On
a regional basis, Asia and North America each accounted for 41
percent of the total, with Europe accounting for the remaining 18
percent.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: JPMorgan Claims Ownership to Some IP Assets
--------------------------------------------------------------
The Debtors hold title to certain intellectual property,
including, but not limited to, domain names and trademarks,
collectively known as the Non-Core IP Assets.  The Non-Core IP
Assets do not include domain names and trademarks containing the
phrases "Washington Mutual" or "WaMu."

A complete list of the Non-Core IP Assets is available at no
charge at http://bankrupt.com/misc/WaMu_IPAssets.pdf

With the assistance of Domain Assets, LLC, doing business as
Consor Intellectual Property Asset Management, as intellectual
property valuation consultants, the Debtors intend to market the
Non-Core IP Assets.  The Debtors anticipate that based on current
estimates, the total proceeds for the Non-Core IP Assets will be
no greater than $1.5 million.

The Debtors thus ask the Court to allow them to sell, from time
to time, the Non-Core IP Assets ,free and clear of liens, claims
and encumbrances, if any, in accordance with certain procedures.
The Debtors propose to sell the Non-Core IP Assets upon service of
a notice to the court and other parties.

                           JPMorgan Objects

JPMorgan Chase Bank, N.A., contends that the Debtors' request for
authorization to sell 488 domain names and 135 trademarks that
constitute intellectual property, collectively referred to as
Non-Core Assets, necessitates resolution of the dispute that the
Assets are established to be property of the Debtors' estates.

Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, asserts that given the substantial factual issues to be
explored with respect to the Debtors' request -- including the
history of payment for, and use of, the Domain Names and
Trademarks -- Section 363 of the Bankruptcy Code is not an
available method to resolve the issues.  Instead, Mr. Landis
says, the dispute must be resolved by discovery and, if
necessary, trial.

Mr. Landis elaborates that the ownership of the IP Assets that
Debtors intend to sell is in dispute between the Debtors and
JPMorgan in:

  -- the action captioned Washington Mutual, Inc. v. FDIC, Civ.
     Action No. 1:09-cv-00533 (RMC) (D.D.C.) filed by the
     Debtors in federal court in the District of Columbia;

  -- Adversary Proceeding No. 09-50551 pending in the Debtors'
     Chapter 11 cases; and

  -- the Debtors' Chapter 11 proceeding in which JPMorgan's
     proof of claim asserted ownership to all of the
     intellectual property used in Washington Mutual Bank's
     operations.

Moreover, Mr. Landis points out, in an attempt to delay JPMorgan
Chase & Co. from registering certain trademarks, the Debtors
affirmatively represented to the United States Patent and
Trademark Office (i) that certain JPMC & Co. trademarks are
similar to one of the trademarks over which the Debtors claims
ownership; and (ii) that WMI's ownership of that trademark is in
dispute in the JPMC Adversary Proceeding.

The Debtors' request seeks the approval of De Minimis IP Asset
Sale Procedures that would allow the Debtors to sell any De
Minimis IP Asset with a value of less than $10,000 with no
further notice to any party and without further Court order, Mr.
Landis notes.  This Procedure, however, "is in direct conflict"
with Section 363 of the Bankruptcy Code and Rule 6004 of the
Federal Rules of Bankruptcy Procedure, which require notice and a
hearing prior to a sale of assets outside the ordinary course of
business, he emphasizes.

Against this backdrop, JPMorgan asks the Court to deny the
Debtors' request in its entirety.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WASHINGTON MUTUAL: No Ruling Yet on Turnover of $4 Bil. Funds
-------------------------------------------------------------
Judge Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware deferred her ruling on Washington Mutual
Bank and WMI Investment Corp., and JPMorgan Chase Bank, National
Association with respect to WaMu's request for the turnover of
$4 billion in funds held by JPMorgan.

At the hearing held October 22, 2009, for the consideration of
the oral arguments of the Debtors and JPMorgan, as well as the
Federal Deposit Insurance Corporation, Judge Walrath said that
she would "take the issue under advisement and issue a decision
at a later date," according to Reuters.

The Funds, according to the Debtors, are held in six disputed
accounts in Washington Mutual Bank in Henderson, Nevada, and WMB
fsb, in Park City, Utah.  The Debtors aver that JPMorgan
purchased substantially all of Washington Mutual Bank's assets
from the FDIC and subsequently, assumed all of WMB fsb's deposit
liabilities by merging WMB fsb with JPMorgan's own banking
operations.

"Not a single witness, not a single witness says the most obvious
and fundamental thing, that the funds belong to JPMorgan," said
David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver & Hedges,
LLP, in New York, said, representing the Debtors, Reuters
reported.

Attorneys for JPMorgan argued that they have not had an
opportunity to question top decision makers at WaMu about what
they believe were questionable transactions.  The FDIC also
argued that it could, as Receiver for WMB, demand a return of the
deposit to itself under the  Purchase and Acquisition Agreement
which embodies the terms of the sale of WMB to JPMorgan, the
report added.

   Debtors: Cooney and Schoppe Declarations are "Meritless"

JPMorgan sought and obtained the Court's authority for leave to
submit the declarations of Daniel P. Cooney and Robert C.
Schoppe, as primary negotiators of the Purchase Agreement between
JPMorgan and the FDIC.  The Declarations purport to address the
Debtors' argument that JPMorgan acquired no claims against the
Debtors from Washington Mutual Bank, Henderson, Nevada and
therefore has no claims with which to exercise any purported set-
off rights.

The Debtors argue that JPMorgan's filing of the declarations "add
nothing to the record except further argument that could have
been included in JPMorgan's briefs," and in any event, are
meritless arguments.

In response, JPMorgan contends that the Debtors' demands for the
Declarations to be stricken is "an ongoing effort to prevent
th[e] Court from reviewing evidence establishing that their
motion for summary judgment is manifestly improper."

As the Debtors requested for judgment on the $4 billion Funds,
the burden is on the Debtors to prove that there is no genuine
issue of material fact that the property of the estates exists
and is subject to turnover under Section 542 of the Bankruptcy
Code, JPMorgan contends.  In addition, JPMorgan insists that the
Debtors must also demonstrate that there is no genuine issue of
material fact as to whether it has a right of setoff, as any
setoff rights would constitute a complete defense under Section
542(b).

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WASHINGTON MUTUAL: Units Sued by Dora Bank for Misleading Info.
---------------------------------------------------------------
Dora Bank Puerto Rico filed a federal lawsuit in the U.S.
District Court in Western Washington against Washington Mutual
Acceptance Corporation and WaMu Capital Corporation alleging that
they provided "misleading information" about mortgage-backed
securities issued in 2006 and 2007, Bizjournals.com reported.

Dora Bank related that WaMu issued securities backed by its own
single-family residential mortgages "whose interest rates
adjusted (after an initial fixed rate period) and included a
negative amortization feature."  However, high rates of default
among the mortgages backing the securities subsequently emerged,
to which Dora Bank was not aware, Bizjournals.com said, citing
Dora Bank's 59-page complaint.

Dora Bank alleged that the WaMu Subsidiaries violated the federal
Securities Act and Washington state law.  The lawsuit also names
five former WaMu directors involved in the WaMu Subsidiaries, as
well as an affiliated appraisal company, according to the report.

The Complaint is intended to be a class action, as thousands of
security holders are expected to make up the class.  The lawsuit
demands a jury trial, the report said.

      Douglas Poling Seeks Status of Investment Account

In a letter addressed to the Court, Douglas Poling sought the
Court's assistance in determining the current status of a Bank of
Houston bond CUSIP No. 06541EAA00 that he continues to hold in
his Edward Jones Investment Account.

Mr. Poling said that he was not aware that the Bond was acquired
by WaMu in February 2001.  Mr. Poling specifically sought to
verify "[whether] this Bank United Houston Bond is included in
the ongoing litigation surrounding the WaMu bankruptcy
proceeding" and to find out what possible recovery he might
receive.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WAYNE HULSE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Wayne L. Hulse
        P.O. Box 973
        Center Moriches, NY 11934

Bankruptcy Case No.: 09-78469

Chapter 11 Petition Date: November 4, 2009

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

Judge: Robert E. Grossman

Debtor's Counsel: Kenneth A. Reynolds, Esq.
                  McBreen & Kopko
                  500 North Broadway, Suite 129
                  Jericho, NY 11783
                  Tel: (516) 364-1095
                  Fax: (516) 364-0612
                  Email: kreynolds@mklawnyc.com

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

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

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

The petition was signed by Mr. Hulse.


WEST POINT PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: West Point Properties, LC,
         a Utah liability company
        560 South State, Suite K-4
        Orem, UT 84058

Bankruptcy Case No.: 09-32256

Chapter 11 Petition Date: November 3, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Anna W. Drake, Esq.
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955
                  Email: annadrake@att.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 $2,395,000,
and total debts of $1,320,741.

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

The petition was signed by Bruce L. Armstrong, manager of the
Company.


WESTERN SUNSET: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Western Sunset, LLC
        P.O. Box 1225
        San Marcos, CA 92069-1822

Bankruptcy Case No.: 09-17038

Chapter 11 Petition Date: November 4, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Chief Judge Peter W. Bowie

Debtor's Counsel: Judith A. Descalso, Esq.
                  960 Canterbury Pl., Suite 340
                  Escondido, CA 92025
                  Tel: (760) 745-8380
                  Fax: (760) 860-9800
                  Email: descalso@pacbell.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
14 largest unsecured creditors, is available for free at:

         http://bankrupt.com/misc/casb09-17038.pdf

The petition was signed by Gabriel P. Castano Sr.


WORLDSPACE INC: Has $4.3 Million Interim Loan from Liberty
----------------------------------------------------------
WorldSpace Inc. has obtained interim approval to borrow
$4.3 million from Liberty Satellite Radio LLC pending a final
hearing on Nov. 13, Bill Rochelle at Bloomberg reported.

The loan is intended to be what WorldSpace calls a "potential
bridge to a strategic transaction with" Liberty.  The new loan
requires having a contract for the sale of the business by Oct.
30, when the loan will expire by its terms.  WorldSpace says that
completing a transaction with Liberty represents the "only hope of
confirming a plan and making distributions to creditors."

Liberty purchased the existing debtor-in-possession loan in early
September.

As reported by the TCR on Sept. 2, 2009, WorldSpace said the
Court-approved deal to sell substantially all of its assets to
Yenura Pte. Ltd. had been terminated by WorldSpace's DIP lenders.
The DIP Lenders exercised their right to terminate the Yenura
purchase agreement after Yenura had defaulted in the payment of
certain amounts payable thereunder and had failed to remedy such
defaults within applicable cure periods.

The Bankruptcy Court in March authorized a sale of the business
for $28 million in cash to Yenura Pte, a company controlled by
WorldSpace's Chief Executive Noah Samara. There were no other
bidders at auction, Mr. Rochelle said.  The sale hasn't been
completed while regulatory approvals are being sought, Mr.
Rochelle said.

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


W.S. LEE: Lee Food Shuts Down Operation in Pennsylvania
-------------------------------------------------------
Daily American reports that Lee Food Service Inc. of Altoona,
which was created in 2007 as part of a reorganization plan to
allow W.S. LEE & Sonns Inc. to emerge from bankruptcy, is closing
in Central Pennsylvania, leaving 90 employees with no jobs.

Headquartered in Altoona, Pennsylvania, W.S. Lee & Sons, Inc.,
distributes food and related products to restaurants, delis,
schools, hospitals and other institutions in the mid-Atlantic
region of the United States utilizing a fleet of multi-temperature
tractors and trailers.  The Company and its wholly owned
subsidiary, Lee Systems Solutions, LLC, filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code on
March 14, 2006 (Bankr. W.D. Pa. Case No. 06-70148).  James R.
Walsh, Esq., at Spence Custer Saylor Wolfe & Rose LLC, represents
the Debtors in their restructuring efforts.  Phoenix Management
Services, Inc. serves as the Debtors' financial advisor.  The
Official Committee of Unsecured Creditors is represented by Robert
S. Bernstein, Esq., at Bernstein Law Firm, P.C., in Pittsburgh,
Pennsylvania.  When the Debtors filed for protection from their
creditors, they listed less than $50,000 in total assets and
$1 million to $10 million in debts.


* Waldenbooks Closure Add to Mall Operators' Woes
--------------------------------------------------
The Wall Street Journal's Jeffrey A. Trachtenberg reports that
Borders Group Inc.'s move to close 200 or two thirds of its
Waldenbooks mall stores in January 2010 add to the woes of mall
owners.

"Vacancy rates at malls in the largest 76 U.S. markets rose to
8.6% in this year's third quarter, up from 8.4% in the previous
quarter and from 6.6% in last year's third quarter, according to
real-estate research company Reis Inc.  The latest vacancy figure
is the highest Reis has tallied for malls since it began tracking
the figures in 2000.  In addition, the vacancies have led to
declines in average mall rents by 3.5% in the past year to $39.18
per square foot," Mr. Trachtenberg reports.

Mr. Trachtenberg relates that Barnes & Noble Inc., the nation's
largest bookstore chain, said in October it intends to close all
but all two of its remaining 50 B. Dalton mall stores by the end
of January.  The retailer has been closing 35 to 40 of these
smaller format stores per year as their leases have expired,
according to Mr. Trachtenberg.  Barnes & Noble currently has 774
superstores nationwide.


* Bankruptcy Mgt. Calls on Zeacom for Advanced Unified Contact
--------------------------------------------------------------
Zeacom, the leading global provider of unified communications and
contact center software for small-to-medium-sized enterprises,
announced its successful solutions rollout for Bankruptcy
Management Solutions, Inc.  Nationally recognized as the leader in
its market, BMS provides comprehensive case management software
and services.

BMS' Director of Customer Service and Support, Adrienne Smit,
commented that, "There has been a significant increase in
bankruptcy filings, resulting in a considerable workload for our
customers.  We felt it was imperative to provide our service team
with the most advanced, proven, yet easy-to-use tools to help us
more quickly respond to customer requests."

Zeacom Communications Center (ZCC) software empowers organizations
to integrate and improve the effectiveness and efficiency of both
internal and external communications, as well as to automate and
expedite critical business processes.

Ms. Smit continued, "Zeacom was far and away the best choice for
BMS. Our business operates in a uniquely sensitive environment
that intersects at the crossroads of the legal, financial and
federal worlds; we cannot afford to work with unknown commodities
or unproven partners.  The inherent skills-based routing in
ZCCenabled us to more quickly determine the nature of our
customers' calls, thereby decreasing hold-times and increasing the
level of our customer support."

Since its inception in 1987, BMS has been the leading resource to
support the administrative and legislative requirements of Chapter
7 trustees and bankruptcy fiduciaries nationwide.  More Chapter 7
bankruptcy trustees choose BMS over any other provider in the
industry.

"High-stress situations, such the complex requirements involved
with bankruptcy case administration, demand a support team that is
not only knowledgeable, but also equipped with the tools to
provide the fastest, most accurate service possible," observed
Zeacom President, Ernie Wallerstein.  "We pride ourselves on being
true partners with our customers -- long after the sale is
complete.  Training, personalization and market awareness are
among the factors that have sustained and increased demand for our
products and services.  We are honored to work with Bankruptcy
Management Solutions and look forward to serving as a member of
its team in both the short and long term."

Zeacom Communications Center unified communications and contact
center software is deployed throughout more than 2,800 enterprises
worldwide, which translates into more than 59,000 contact center
agents (and approximately 144,000 individuals).

                          About BMS

Since 1987, Bankruptcy Management Solutions, Inc. has been the
industry's leading bankruptcy case administration software
provider.  The company's software solutions are designed to
support the administrative and legislative requirements of Chapter
7 trustees, as well as a variety of bankruptcy fiduciaries.  BMS
understands the complexities involved in bankruptcy administration
and has developed practical and easy-to-use solutions that
automate and streamline bankruptcy administration, making trustees
and bankruptcy fiduciaries more productive and profitable.  BMS
continues to develop innovative ideas to better meet the needs of
those in the bankruptcy industry.

                        About Zeacom

Zeacom -- http://www.zeacom.com.-- is a leading provider of
complete Unified Communications solutions.  More than 140,000
daily users within 2,800 small and medium-sized organizations in
25 countries use Zeacom's business communications software to
improve organizational efficiency and enhance the customer service
experience.


* Dow Jones Indexex & Brookfield Asset Launch High Yield Index
--------------------------------------------------------------
Dow Jones Indexes disclosed the launch of an index that measures
the highest-yielding stocks in the Dow Jones Brookfield Global
Infrastructure Composite Index.

"We've seen continued interest in infrastructure assets as a
growing investment niche, along with the need for accurate
measurement tools.  The new Dow Jones Brookfield Global
Infrastructure Composite Yield Index takes a yield-oriented
approach to measuring the performance of infrastructure companies.
This focus makes the index a suitable benchmark for clients and
market participants seeking the extra benefit of strong dividends
in their infrastructure portfolios," said Michael A. Petronella,
president, Dow Jones Indexes.

"The appeal of global infrastructure securities lies in
predictable and growing cash flows.  The strength of these cash
flows results in strong dividend components, which are
particularly attractive to investors given the recent volatility
in broader equity markets," said Craig Noble, managing director of
Brookfield's global infrastructure securities platform.

The index universe is defined as all stocks in the Dow Jones
Brookfield Global Infrastructure Composite Index.  Companies are
ranked in descending order by indicated annual yield, and the top
70% of the stocks are selected as index components.  The index is
weighted by float-adjusted market capitalization.  The weight of
individual components is capped at 10% on a quarterly basis.

The Dow Jones Brookfield Global Infrastructure Indexes measure the
performance of companies that exhibit strong infrastructure
characteristics.  The index family includes a composite index,
regional indexes for the Americas, Europe, the Asia-Pacific and
Global ex-U.S., and eight sector indexes for airports,
communications, diversified, oil and gas storage and
transportation, ports, toll roads, electricity transmission and
distribution and water.  Also included is the Dow Jones Brookfield
Infrastructure MLP Index, which tracks master limited
partnerships.

The Dow Jones Brookfield Global Infrastructure Composite Yield
Index is reviewed semi-annually in March and September.  Index
composition and weighting adjustments are also made on an as-
needed basis to account for corporate actions such as delistings,
bankruptcies, mergers or takeovers.  Daily historical data for the
Dow Jones Brookfield Global Infrastructure Composite Yield Index
is available back to December 31, 2002.

                  About Dow Jones Indexes

A full-service index provider, Dow Jones Indexes develops,
maintains and licenses indexes for use as benchmarks and as the
basis of investment products.  Best known for the Dow Jones
Industrial Average, Dow Jones Indexes also is co-owner of the Dow
Jones STOXX indexes, the world's leading pan-European indexes that
are an integrated segment of the Dow Jones Global Index series.
Additionally, Dow Jones Indexes maintains its benchmark index
series, the Dow Jones Total Stock Market Indexes, which is
anchored by the Dow Jones U.S. Total Stock Market Index and covers
more than 12,000 securities in 65 markets.  Beyond equity indexes,
Dow Jones Indexes maintains a number of alternative indexes,
including measures of the hedge fund and commodity markets. Dow
Jones indexes are maintained according to clear, unbiased and
systematic methodologies that are fully integrated within index
families.


* Levene Neale Bender Adds Bankruptcy Boutique
----------------------------------------------
According to Law360, Los Angeles-based bankruptcy specialist
Levene Neale Bender Rankin & Brill LLP has announced it will
absorb boutique firm Robinson Diamant & Wolkowitz effective
Jan. 1, 2010.


* Litigation Partner Rob Friedman Joins Sheppard Mullin New York
----------------------------------------------------------------
Robert S. Friedman has joined the New York office of Sheppard,
Mullin, Richter & Hampton LLP as a partner in the firm's Business
Trial practice group and will serve as head of the firm's
litigation practice in New York.  Mr. Friedman was a partner at
Kelley Drye & Warren LLP in New York.

Mr. Friedman focuses his practice on commercial litigation matters
with particular expertise in the areas of securities litigation,
internal investigations, bankruptcy litigation, trade secrets and
intellectual property. P rior to private practice, Mr. Friedman
was a senior trial attorney in the Homicide Bureau of the King's
County, N.Y., District Attorney's Office, where he tried sixteen
murder cases to verdict.

Mr. Friedman regularly represents financial institutions,
technology companies, internet marketers and litigation trustees
in significant business disputes.  His recent significant
representative matters include the following: defended a Fortune
500 company in a federal jury trial involving copyright
infringement and unfair competition claims (the case settled
favorably during cross-examination of plaintiff's second witness),
defeated a corporate raiding claim on behalf of a start-up
computer networking company, obtained control of millions of
dollars in art collateral on behalf of a credit opportunity fund
after evidentiary hearing, defended a major publisher and direct
marketer in a breach of contract jury trial in the New York State
Supreme Court, and obtained significant recoveries for creditors
in several pre and post-confirmation adversary proceedings.

"Rob is an experienced commercial litigator whose practice spans a
range of areas, including securities, IP and bankruptcy.  He is
comfortable in the courtroom, having tried more than 50 cases.
Litigation is one of our cornerstone practices in New York and
Rob's energy and desire to grow it in New York dovetails well with
our strategic plans for the office and the firm," said Guy
Halgren, chairman of the firm.

"I am thrilled to be joining Sheppard Mullin, a highly respected
firm with an impressive New York office.  I was attracted by the
firm's entrepreneurial spirit and the quality of the people. It's
great to be practicing again with my friend and former colleague
Jon Stoler.  I look forward to growing the New York litigation
practice alongside him and the other great attorneys in the
office," Mr. Friedman said.

Mr. Friedman received a J.D., cum laude, from Boston University
Law School in 1989 and a B.A., cum laude, from Tufts University in
1986. In 2008, he received the Burton Award for Legal Achievement,
one of the highest literary honors in law.

Sheppard Mullin has more than 40 attorneys based in its New York
office and the firm's Business Trial practice group includes 200
attorneys firmwide.

Also, Jerold B. Neuman and Michael J. Kiely have joined the Los
Angeles/Downtown office of Sheppard Mullin as partners in the
firm's Real Estate, Land Use and Environmental practice group.
Neuman and Kiely will be joined by a team of three associates:
Alfred Fraijo, Jr., Claudia Gutierrez and Phillip M. Tate. The
group most recently practiced together with Allen Matkins in Los
Angeles, where Neuman chaired the firm's Land Use and Government
Relations practice group.

       About Sheppard, Mullin, Richter & Hampton LLP

Sheppard Mullin is a full service AmLaw 100 firm with 550
attorneys in 11 offices located in the United States and Asia.
Since 1927, companies have turned to Sheppard Mullin to handle
corporate and technology matters, high stakes litigation and
complex financial transactions.  In the U.S., the firm's clients
include more than half of the Fortune 100.


* Phoenix Management Opens in Dallas, Expands in New York
---------------------------------------------------------
Lance Wimmer, a long time restructuring industry veteran has
joined the firm and become a Director in the New York office to
broaden Phoenix's New York City presence.

Mr. Wimmer has over twenty-five years of senior executive and
restructuring experience and successfully built a significant
practice.  Earlier this year he merged his Dallas based practice,
Wimmer Associates, Inc., into Phoenix and he led the opening of
Phoenix's Dallas office.  Mr. Wimmer is responsible for leading
projects in all aspects of Phoenix's services including both its
turnaround, crisis and interim management services as well as
various capital advisory services including M&A, restructurings
and recapitalizations/refinancings.

"I am thrilled to have Lance on board," said Phoenix Managing
Director and Shareholder Michael Jacoby.  "Given his wealth of
operational and restructuring experience, he is able to assist
with our current clients and manage the increased activity we are
experiencing."

Mr. Wimmer's career has included a wide variety of roles such as:
Board of Director and CEO roles, corporate planning and strategy,
marketing, operations, M&A and finance across an expansive cross-
section of business environments that include Booz, Allen &
Hamilton, US Steel, Swift and Lenox China, as well as a multitude
of public, private and family owned middle-market companies.

His broad ranging experience includes manufacturing, distribution,
energy, services, technology, consumer goods, retail and
restaurant industry groups.  His restructuring experience has
focused largely on financial, operational and strategic
assessments, CRO engagements and refinancings.

He graduated from Lehigh University with both Bachelors and
Masters degrees in Mechanical Engineering and later graduated from
Carnegie Mellon with a Masters in Industrial Administration (an
MBA equivalent).

                         About Phoenix

Phoenix Management Services is an operationally focused advisory
firm, providing turnaround, crisis and interim management services
to middle market companies in transition.  Since 1985, Phoenix has
aggressively advocated on behalf of its clients in over 900
assignments nationwide by providing tangible operating solutions,
effecting real change and performance improvement.

Phoenix Capital Resources specializes in providing capital
advisory services to middle market companies in transition.  As an
operationally focused firm, Phoenix Capital assists distressed and
growth-oriented companies with complex transactions including re-
financings, restructurings, capital raising, mergers and
acquisitions, recapitalizations and auctions in the context of a
bankruptcy.  Phoenix Capital's mission is to maximize
transactional value and return on investment for its clients.


* U.S. Automotive Sector Reinvents Itself
-----------------------------------------
Industrial Info Resources says the past two years have certainly
not been kind to the automotive sector in the United States.  This
year has been especially hard on the sector, with automotive sales
in the tank, financing almost impossible to obtain, and the
federal government stepping in and forcing both General Motors
Corporation and The Chrysler Group LLC into bankruptcy
proceedings.  Now both companies have emerged from the proceedings
as shadows of their former selves, reborn as new companies and
ready to step forward and reclaim their place in the U.S.
automotive landscape.

Even before the bankruptcies, much of the past two years was
dominated by layoffs and cutbacks at both automakers.  GM and
Chrysler were trying to reduce costs in order to avoid bankruptcy,
something they obviously did not accomplish.  Both companies also
renegotiated their contracts with the union in order to receive
additional concessions to help the companies survive.

Survive they did, but only after the government was forced to step
in and make things happen.  Once they emerged from bankruptcy
proceedings, Chrysler and GM attempted to rebuild their sales, but
because of a bad overall economy and consumers' lack of faith in
companies that have declared bankruptcy, the government was forced
to step in once again to help out the automakers.

Thus, the "cash for clunkers" program was born. Marketed as a
method for removing older, less fuel-efficient vehicles from the
roads, the program's true aim was to boost automotive sales. For a
month, it worked.  However, the program also caused many
additional problems, mainly downstream, once the vehicles were
traded in and disposal was arranged.

Vehicle sales were increased by the "cash for clunkers" program;
however, similar sales numbers have not been repeated since
completion of the program.  A few jobs were even created.  As
automakers were not prepared with the correct models of vehicles,
shifts were added at key plants in order to assemble the smaller
vehicles that were eligible for the program.

Overall, "cash for clunkers" could be considered a success for its
limited run.  Automotive sales were increased; some older, less
fuel-efficient vehicles were taken off the streets; and some jobs,
at least temporarily, were created.  But at a cost of more than $3
billion for a single-month program, it was not very cost-
effective, and certainly not something the government would want
to continue.  In addition, the method used to determine if a
vehicle was a clunker was not well thought out, leaving many true
clunkers on the streets.

What's next for the automotive sector in the U.S.? Where will
things head in 2010?  Join David Pickering, Vice President of
Research and Industrial Manufacturing Group Manager for Industrial
Info, as the firm examine some of the highlights of 2009 and
discuss the future of the U.S. automotive sector on the latest
edition of "Navigating the Currents of Change" on
Industrialinfo.com.

Industrial Info Resources is the leading provider of global market
intelligence specializing in the industrial process, heavy
manufacturing and energy related markets.  For more than 26 years,
Industrial Info has provided plant and project opportunity
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* BOOK REVIEW: The Managerial Mystique - Restoring Leadership in
               Business
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Author: Abraham Zaleznik
Publisher: Beard Books
Softcover: 320 pages
List Price: $34.95
Review by Henry Berry

"Business in America has lost its way . . . desperately needing
leadership to face worldwide economic competition."  Mr. Zaleznik
wrote these words in 1989 when The Managerial Mystique was first
published.  But his observation remains as true today as it was
then.  In 1989, the problems included high debt and the decline of
major industries such as steel and automobiles.  To these problems
can now be added outsourcing and the growing economic power of
China and India.  Mr. Zaleznik primarily attributes the weakened
condition of American business to errors in business management.

"The causes of this decline in competitiveness are complex, but at
the forefront is the attitude of American management," he says.
Mainly, management strayed from its critically important role of
encouraging, nurturing, and recognizing initiative and creativity
of individuals.  Instead, management concentrated myopically on
restructuring, lateral organization, communication, charismatic
leadership, and mergers and acquisitions.  While each of these
strategies have a place in the corporate world, they are not the
basis for a strong business that can compete effectively.  Mr.
Zaleznik contends that it is the relationship between management
and employees that count the most in generating the ideas, goals,
cooperation, and endurance that make a corporation competitive.

Mr. Zaleznik puts to good use his background in social psychology
and psychoanalysis to explore this essential, yet neglected, area
of business management. Social psychology and psychoanalysis are
not normally associated with business management.  However, the
author applies these so-called "soft sciences" to business
organizational structures and processes.  He critiques business
organizations and their activities and management at all levels by
looking at what has been excluded that really accounts for the
quality of a business.

Mr. Zaleznik points to some high-profile examples to illustrate
what is wrong with American management.  One is Harold Geneen, the
former chief executive officer of ITT, who, the author says,
epitomized a managerial approach that stifled company energy and
potential.  According to Mr. Zaleznik, Mr. Geneen is one of the
many business managers who "have put their faith in numbers,
managed by process, and formed elaborate structures to get people
to do the predictable thing."  Mr. Geneen's perspective fails to
acknowledge that there are differences between one business and
another.  That such a belief -- easily disproved by experience --
has come to be the core principle of American business evidences,
to Mr. Zaleznik's mind, just how far off course American business
has strayed.

Mr. Zaleznik offers a business approach that concentrates on
nurturing creativity and moral connections among employees.  He
recognizes employees as individuals and as a corrective to
business practices gone awry.  The values advocated by Mr.
Zaleznik should not be regarded as an alternative technique or
peripheral considerations.  They are the basis of a strategy that
all businesses need to compete effectively.

A professor emeritus of Harvard Business School and a certified
psychoanalyst, Abraham Zaleznik has an international reputation
for his studies and teaching on social psychology in the business
setting and the characteristics of managers and leaders.



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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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, Joy A. Agravante, Marites M. Claro,
Rousel Elaine C. Tumanda, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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