TCR_Public/091110.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 10, 2009, Vol. 13, No. 311

                            Headlines

ADVANTA CORP: Files to Reorganize Under Chapter 11
A.K.S. ENTERPRISES INC: Voluntary Chapter 11 Case Summary
ALL LAND INVESTMENTS: Files Schedules of Assets & Liabilities
ALL LAND INVESTMENTS: Taps Maschmeyer Karalis as Lead Counsel
ALL LAND INVESTMENTS: Wants Rawle as Local Bankruptcy Counsel

AMERICAN INT'L: Taps $4.2BB from Govt for ILFC, Mortgage Insurer
ANUP SINGH: Case Summary & 20 Largest Unsecured Creditors
ARIZONA EQUIPMENT: Gets Interim Nod for G&K as Bankruptcy Counsel
ARMANDO ORTIZ: Case Summary & 20 Largest Unsecured Creditors
ARRAY BIOPHARMA: September 30 Balance Sheet Upside-Down by $82.5MM

BARLOW PROJECTS: Settles With Harrisburg for $5.4 Million
BEN CATLIN: Files for Bankruptcy Under Chapter 11
BIOJECT MEDICAL: Reports $210,000 Q3 2009 Operating Loss
BLACK EAGLE FARM: Financial Woes Cue Chapter 11 Filing
BRIDGEVIEW AEROSOL: Sec. 341 Meeting Set for December 7

BRIDGEVIEW AEROSOL: Wants Filing of Schedules Moved to Dec. 2
CAL INVESTMENTS: Sec. 341 Meeting Set for December 9
CARITAS HEALTH: Court Approves Real Estates Sale to Joshua Guttman
CATHOLIC CHURCH: 80 Delaware Priest Abuse Suits Stayed
CELESTICA'S INC: Moody's Upgrades Corp. Family Rating to 'Ba3'

CELL THERAPEUTICS: Posts $35 Mil. Net Loss for 3rd Quarter 2009
CENTENNIAL COMMUNICATIONS: Fitch Upgrades Issuer Rating From 'B'
CHARLES BOWEN: Case Summary & 20 Largest Unsecured Creditors
CHRYSLER LLC: Gov't Won't Recoup Auto Investments, Says GAO Report
CHRYSLER LLC: New Chrysler Not Losing Money, Says Marchionne

CHRYSLER LLC: Proposes Funding Arrangement for WindDown of Estate
CHRYSLER LLC: Proposes to Assign Crown Group Sublease
CIT GROUP: Gets Interim Nod to Honor Federal Reserve Agreement
CIT GROUP: Proposes Injunction Against Utility Providers
CIT GROUP: Sec. 341 Meeting of Creditors Set for December 2

CIT GROUP: Summary of Prepackaged Chapter 11 Plan
CIT GROUP: Gets Nod to Maintain Prepetition Employee Programs
CIT GROUP: Wants to Pay Vendors in Ordinary Course
CITADEL BROADCASTING: Says It May Have to File for Chapter 11
CLEM CARINALLI: Can Sell 2 Assets; Faces Fraud Allegations

COEUR D'ALENE MINES: S&P Raises Rating on Senior Notes to 'B-'
COHARIE HOG FARM INC: Case Summary & 20 Largest Unsec. Creditors
COMFORCE CORP: Posts Lower Q3 2009 Net Income of $1,056,000
COMSTOCK HOMEBUILDING: Annual Stockholders' Meeting on Dec. 15
CORE MANUFACTURING: To Sell Assets to Esmark for $3.5 Million

CROCS INC: Swings to $22,068,000 Net Income for Q3 2009
DAMIEN GILLIAMS: Files for Bankruptcy to Fend Off Foreclosure
DEL HARBOR: Moody's Assigns 'Ba1' Rating on $25 Mil. Revenue Bonds
DELTA PETROLEUM: Posts $100.9 Mil. Net Loss for 3rd Quarter 2009
DIAMOND GROUP: Voluntary Chapter 11 Case Summary

DONALD DELLE BOVI: Case Summary & 11 Largest Unsecured Creditors
DRYSHIPS INC: Reaches Waiver Deal With Commerzbank & WestLB
EINSTEIN NOAH: Q3 2009 Net Income Widens to $60,861,000
ELECTRONIC ARTS: Mulls 1,500 Job Cuts After Wider Q2 Loss
ERIC HUBBARD: Voluntary Chapter 11 Case Summary

ERICKSON RETIREMENT: Can File Schedules Until Dec. 18
ERICKSON RETIREMENT: PNC, et al, Air Concerns on Deposits' Escrow
ERICKSON RETIREMENT: Proposes to Pay Severance Obligations
ERNIE LEE: Sec. 341 Meeting Set for December 14
ERNIE LEE: List of 20 Largest Unsecured Creditors

EWG CORPORATION: Files for Chapter 11 Bankruptcy in Virginia
FAIRPOINT COMMS: Gets Nod to Pay Prepetition Taxes & Fees
FAIRPOINT COMMS: Has Interim Nod for Compensation Programs
FAIRPOINT COMMS: Proposes Injunction Against Utilities
FERRO CORPORATION: Moody's Affirms Corporate Family Rating at 'B1'

FILENE'S BASEMENT: Court Approves $70 Million Settlement
FIRST NATIONAL: Posts $12.7 Million Net Loss in Q3 2009
FORD MOTOR: S&P Assigns 'CCC' Rating on $2.5 Mil. Senior Notes
GALLEON MANAGEMENT: SEC Charges 13 More in Insider Trading Case
GENERAL MOTORS: U.S. Aid Can Be Used to Fix Opel

GENESCO INC: Sports Fan-Attic Deal Won't Affect S&P's 'B+' Rating
GLEN ROSE: Posts $279,004 Net Loss in First Quarter Ended June 30
GPX INTERNATIONAL: Hits Former Employees With Trade Secrets Suit
GREEKTOWN HOLDINGS: Addresses Plan Confirmation Objections
GREEKTOWN HOLDINGS: Committee, et al., Oppose Detroit Settlement

GREEKTOWN HOLDINGS: Confirmation Hearing Moved to Nov. 16
GREEKTOWN HOLDINGS: Files 3rd Amended Plan & Disc. Statement
HAMPSHIRE GROUP: Swings to $572,000 Net Loss for Q3 2009
HAWAIIAN TELCOM: Creditors Committee, Others Object to Plan
HAWAIIAN TELCOM: Files Documents on Post-Bankr. Incentive Plans

HAWAIIAN TELCOM: Majority of Creditors Vote to Accept Plan
HAWAIIAN TELCOM: Parties File Pleas to Preclude Plan Testimony
IMAX CORP: Swings to $1,062,000 Net Income for Q3 2009
IMAX CORP: Wachovia, EDC Pledge New $75 Million Credit Facility
JCT WHOLESALE: Voluntary Chapter 11 Case Summary

JOEL KRON: Bankruptcy Court Confirms Amended Chapter 11 Plan
KIEBLER SLIPPERY: Files Schedules of Assets and Liabilities
LE JARDIN: Court Approved Dismissal of Chapter 11 Cases
LEAR CORP: Completes Reorganization; New Share Begin Trading
LEE FOOD SERVICE: Case Summary & 20 Largest Unsec. Creditors

LEHMAN BROTHERS: Arc Capital Placed Into Administration
LEHMAN BROTHERS: FSA Helps Investors of Structured Products
LEHMAN BROTHERS: HKMA October 23 Report on Progress of Probe
LEHMAN BROTHERS: To Delay Filing 10-Q for Third Quarter
LEHMAN BROTHERS: UK Appeals Court Shuns PwC Plan for Lehman Assets

LIFE SCIENCES: Posts Lower Q3 2009 Net Income of $1,058,000
LYONDELL CHEMICAL: Al-Waha Joint Venture Starts Up Dubai Plant
LYONDELL CHEMICAL: Cadwalader Bills Lyondell $17M For Summer Work
LYONDELL CHEMICAL: Wins Nod of Omnibus Motion for Agreements
MARANI BRANDS: Posts Restated Net Loss of $3.4 Million in FY2008

MICHAELS STORES: S&P Affirms 'B-' Corporate Credit Rating
MICROMET INC: Posts Wider Q3 2009 Net Loss of $19,892,000
MONTGOMERY REALTY: Court Sets November 24 Plan Voting Deadline
MORRIS PUBLISHING: Moves Deadline to Commence Exchange Offer
NATURAL HEALTH: Won't Appeal Nasdaq Delisting Notice

NEDAK ETHANOL: Posts $3 Million Net Loss in Q3 2009
NEXCEN BRANDS: Has $416,000 Q2 Net Loss; In Talks with Lender
NORTEL NETWORKS: Canada Court OKs GSM Business Auction
NORTEL NETWORKS: Ericsson Exec Says Sale to Close Soon
NORTEL NETWORKS: To Auction Ethernet Nov. 13; Nokia Mulls Bid

NORTEL NETWORKS: Wins Court Nod to Sell Packet Assets to Hitachi
NORTHEAST BIOFUELS: Disclosure Statement Approved
NPS PHARMACEUTICALS: Posts Lower Q3 2009 Net Loss of $7,766,000
NTK HOLDINGS: Proposes AlixPartners as Advisors
NTK HOLDINGS: Proposes Ernst & Young as Tax Advisor

NTK HOLDINGS: Proposes to Employ Ordinary Course Professionals
P&R REALTY: Chapter 11 Case Summary & Unsecured Creditor
PACIFIC RESOURCES: Gets Three Bids for Abandoned Alaska Assets
PEAK FLOW OPERATING: Voluntary Chapter 11 Case Summary
PEOPLE AGAINST DRUGS': Court Confirms Modified 3rd Amended Plan

PHILIP SPENCER: Case Summary & 20 Largest Unsecured Creditors
PRECISION DRILLING: S&P Gives Stable Outlook, Affirms 'BB' Rating
QUEST RESOURCE: Swings to $16,724,000 Net Loss for Q3 2009
RAINIER PACIFIC: Receives Non-Compliance Notice From NASDAQ
READER'S DIGEST: Reveals New Global Marketing Organization

READER'S DIGEST: Files First Amended Reorganization Plan
READER'S DIGEST: Proposes to Implement Employee Talent Plan
READER'S DIGEST: U.S. Trustee Objects to "Overly Broad" Releases
RETICEL INTERIORS: Sec. 341 Meeting Set for December 8
R.H. DONNELLEY: Blackstone Charges $437,500 for 2.5 Months Work

R.H. DONNELLEY: Law Firms File Securities Class Suits
SAJID KHAN: Voluntary Chapter 11 Case Summary
SAVANNAH GATEWAY: Sec. 341 Meeting Set for November 30
SCOLR PHARMA: May Seek Bankruptcy, Wind Up Business
SEMCAN INC: Naston Calls in Pococks to Assist on Restructuring

SEQUENOM INC: Net Loss Widens to $14,875,000 at Sept. 30 Quarter
SILVER DEVELOPMENTS: Voluntary Chapter 11 Case Summary
SINCLAIR BROADCAST: Moody's Upgrades Corp. Family Rating to 'B2'
SIX FLAGS: Opposes Termination of Plan Exclusivity
SIX FLAGS: Proposes to Enter Into $800 Mil. Exit Financing

SIX FLAGS: Reaches Consensus With Noteholders, Amends Plan
SIX FLAGS: Reports $137.9 Mil. Net Income for Third Quarter
SJ REALTY: Files for Bankruptcy to Restructure Under Chapter 11
SMART BALANCE: S&P Raises Corporate Credit Rating to 'B'
SPECIALIZED TECHNOLOGY: S&P Raises Corp. Credit Rating to 'B+'

SPRINT NEXTEL: To Let Go of Up to 2,500 Employees to Save $350MM
SUNCAL COS: Buys 1,000 Lots from Kimbal Hill for $20.1 Million
SUPERIOR BOAT WORKS: Voluntary Chapter 11 Case Summary
SW ACQUISITIONS: S&P Assigns Corporate Credit Rating at 'BB-'
TARRAGON CORP: Court Extends Plan Solicitation Until November 19

TELKONET INC: Receives Delisting Notice From NYSE Amex
TETON ENERGY: Files for Reorganization Under Chapter 11
TISHMAN SPEYER: Seeks Special Servicer for PCV/ST Loan
TRITON EP LLC: Voluntary Chapter 11 Case Summary
TRUMP ENTERTAINMENT: Plan Confirmation Hearing Set on January 20

UNIVERSAL AMERICAN: S&P Gives Outlook to Stable, Affirms Ratings
VISTEON CORP: Court Partly Approves Incentive Program
VISTEON CORP: Files Chrysler Accommodation Pact Under Seal
VISTEON CORP: Seeks to Enter Chartis Insurance Program
VISTEON CORP: To Auction Two Plants on Nov. 11 & 12

VYTERIS INC: Inks Amendment & Waiver to Registration Rights Deal
WAIGHTSTILL MOUNTAIN: Sec. 341 Meeting Set for December 16
WELLINGTON PARK: Loan Default Prompts Chapter 11 Filing

* Tennenbaum Capital Closes $330 Million DIP Financing Fund

* Large Companies with Insolvent Balance Sheets

                            *********

ADVANTA CORP: Files to Reorganize Under Chapter 11
--------------------------------------------------
Advanta Corp. filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Although Advanta Corp. has close to $100 million in cash and
equivalents on hand, over time it would not be able to meet all of
its existing obligations.  The filing at this time is intended to
address that shortfall in an orderly way that benefits
stakeholders most fairly.  The company is reviewing both existing
and potential business opportunities in connection with the
reorganization.

Advanta Corp. has about $138 million of senior retail investment
notes outstanding and the filing is expected to preserve the value
of Advanta Corp.'s assets which will, among other things, maximize
recoveries of the senior retail note holders.

Advanta Bank Corp., a wholly owned subsidiary of Advanta Corp, is
not included in the Chapter 11 filing.  It has been one of the
nation's largest issuers of credit cards for small business. It is
currently collecting its $2.7 billion portfolio of managed
receivables from 360,000 customers but the cards are not open to
new charges.  The Chapter 11 proceeding will not have any impact
on outstanding credit card balances and customer payment
obligations will continue on normal schedules.

Advanta Bank Corp.'s capital is, however, below regulatory capital
requirements and over time Advanta Bank Corp. may be turned over
to an FDIC receivership.  Again that should not affect its
customers.  The parent corporation consciously decided not to fund
the capital deficiency in order to preserve value for the senior
retail note holders and other Advanta. Corp. stakeholders.

"The economic debacle over the last two years devastated Advanta's
small business customers and Advanta itself," said Dennis Alter,
Chairman and CEO, who is waiving his salary and any bonus during
this process.  In May of this year Advanta Corp. and Advanta Bank
Corp. initiated a plan to limit their losses and add substantial
value through the acquisition of Class A bonds issued by the
Advanta Business Card Master Trust.  However, the FDIC, after
initially clearing the Plan, ultimately decided not to allow it to
proceed.

After that Advanta Bank Corp. proposed a second plan to enable the
Company to preserve value for its stakeholders and provide capital
both for the Company and the Bank.  However, an essential
component of that plan recently also failed to secure FDIC
approval leading to the Chapter 11 filing.

                        About Advanta Corp.

Advanta Corp. -- http://www.advantareorg.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

As of Sept. 30, 2009, the Company had $2,497,897 in assets
against total liabilities of $2,465,936.

As reported by the Troubled Company Reporter on August 12, 2009,
Advanta said its ability to continue as a going concern may depend
on the successful implementation of a plan for new business
opportunities.

The Federal Deposit Insurance Corporation has placed significant
restrictions on the activities of Advanta Corp.'s bank subsidiary,
Advanta Bank Corp.  Advanta Bank is required to maintain a total
risk-based capital ratio of at least 10% and a tier I
leverage capital ratio of at least 5%.  One of the regulatory
agreements with the FDIC also requires Advanta Bank to terminate
its deposit-taking activities and deposit insurance after payment
of its existing deposits, unless it submits a plan approved by the
FDIC.


A.K.S. ENTERPRISES INC: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: A.K.S. Enterprises, Inc.
        2206 West 79th Terrace
        Prairie Village, KS 66208

Bankruptcy Case No.: 09-51062

Chapter 11 Petition Date: November 6, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (St. Joseph)

Judge: Jerry W. Venters

Debtor's Counsel: Ronald S. Weiss, Esq.
                  Berman DeLeve Kuchan & Chapman
                  911 Main St., Suite 2230
                  Kansas City, MO 64105
                  Tel: (816) 471-5900
                  Fax: (816) 842-9955
                  Email: rweiss@bdkc.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 Richard A. Kochuyt, vice
president/secretary of the Company.


ALL LAND INVESTMENTS: Files Schedules of Assets & Liabilities
-------------------------------------------------------------
All Land Investments, LLC filed with the U.S. Bankruptcy Court for
the District of Delaware, its schedules of assets and liabilities,
disclosing:

   Name of Schedule                  Assets           Liabilities
   ----------------                  ------           -----------
A. Real Property                  $20,160,193
B. Personal Property                      110
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                      $14,125,865
E. Creditors Holding
   Unsecured Priority
   Claims                                                   25,973
F. Creditors Holding
   Unsecured Non-priority
   Claims                                                8,644,701
                                   -----------        ------------
TOTAL                             $20,160,303         $22,796,539

Newark, Delaware-based All Land Investments, LLC, operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 29, 2009 (Bankr. D. Delaware Case No. 09-
13790).  Gary F. Seitz, Esq., at Rawle & Henderson LLP 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.


ALL LAND INVESTMENTS: Taps Maschmeyer Karalis as Lead Counsel
-------------------------------------------------------------
All Land Investments, LLC, has sought the approval of the U.S.
Bankruptcy Court for the District of Delaware to hire Maschmeyer
Karalis P.C. as lead bankruptcy counsel.

MK will, among other things:

     -- advise and assist the Debtor in the negotiation and
        documentation of the use of cash collateral and/or debtor-
        in-possession financing, debt restructuring and related
        transactions;

     -- review and advise the Debtor on the nature and validity of
        agreements on the Debtor's business as well as the nature
        and validity of liens asserted against the Debtor;

     -- advise the Debtor concerning the actions it might take to
        collect and recover property for the benefit of its
        estate; and

     -- counsel the Debtor in connection with the formulation,
        negotiation, and promulgation of a plan of reorganization
        and related documents.

Aris J. Karalis, Esq., an attorney and shareholder of MK, says
that the firm will be paid based on the hourly rates of its
professionals:

          Professional                Rate
          ------------                ----
          Shareholder                 $425
          Associates                $230-$360
          Paralegals                $105-$120

Mr. Karalis assured the Court that MK doesn't have interests
adverse to the interest of the Debtors' estates or of any class of
creditors and equity security holders.  Mr. Karalis maintains that
MK is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

Newark, Delaware-based All Land Investments, LLC, operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 29, 2009 (Bankr. D. Delaware Case No. 09-
13790).  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


ALL LAND INVESTMENTS: Wants Rawle as Local Bankruptcy Counsel
-------------------------------------------------------------
All Land Investments, LLC, has asked for permission of the U.S.
Bankruptcy Court for the District of Delaware to hire Rawle &
Henderson LLP as local bankruptcy counsel.

RH will:

     -- file necessary and appropriate applications, motions,
        pleadings, orders, notices, petitions, schedules, and
        other documents on behalf of the Debtor;

     -- attend required court appearances on behalf of the
        Debtors; and

     -- perform other legal services for and on behalf of the
        Debtor, which may be necessary or appropriate in the
        administration of the Debtor's Chapter 11 bankruptcy case.

Gary F. Seitz, Esq., a partner of RH, said that the firm will be
paid based on the hourly rates of its professionals:

          Professional                 Rate
          ------------                 ----
          Partners                     $400
          Associates                 $200-$400
          Paralegals                 $100-$200

Mr. Seitz assured the Court that RH doesn't have interests adverse
to the interest of the Debtors' estates or of any class of
creditors and equity security holders.  Mr. Seitz maintains that
RH is a "disinterested person" as the term is defined under
Section 101(14) of the Bankruptcy Code.

Newark, Delaware-based All Land Investments, LLC, operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 29, 2009 (Bankr. D. Delaware Case No. 09-
13790).  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


AMERICAN INT'L: Taps $4.2BB from Govt for ILFC, Mortgage Insurer
----------------------------------------------------------------
According to Bloomberg News, American International Group Inc.,
which has already obtained loans from the U.S. government to avert
collapse, tapped the Treasury Department for another $4.2 billion
to help restructure its money-losing mortgage guarantor and
International Lease Finance Corporation, the plane unit it's
trying to sell.

As of September 30, 2009, AIG had drawn down $3.2 billion,
including approximately $2.06 billion on August 13, 2009, from
$29.8 billion available under the Series F Preferred Stock
Department of the Treasury Commitment, which was provided as part
of its fourth bailout from the U.S. government.

AIG said in its Form 10-Q filed with the Securities and Exchange
Commission that on November 6, 2009, it delivered a notice of an
additional drawdown of approximately $2.1 billion under the
Department of the Treasury Commitment related primarily to the
intercompany purchase of ILFC common shares.  AIG expects to
receive the funds on November 13, 2009.

"It shows that they're still having trouble getting cash to
continue to run their operations" without government support, said
Sandler O'Neill Partners LP analyst Paul Newsome, according to the
Bloomberg report.  "That's despite the fact you've had some really
favorable things happen, like the credit markets getting better."

AIG says in a statement reporting its third quarter results that
it continues to make progress on its disposition plan.  During the
first nine months of 2009 and through October 31, 2009, AIG
entered into agreements to sell or completed the sale of
operations and assets that are expected to generate a total of
approximately $5.6 billion in net after-tax proceeds that will be
available to repay outstanding borrowings and reduce the amount of
the FRBNY Facility upon closing.  AIG continues to engage in
productive discussions with potential buyers for a number of its
other businesses.

AIG reported a net loss of $15 million for the three months ended
September 30, 2009, from a net loss of $24.7 billion for the same
quarter a year ago.  AIG posted a net loss of $3.3 billion for the
nine months ended September 30, 2009, from a net loss of $37.8
billion for the same period a year ago.

Total revenues were $26.0 billion for the three months ended
September 30, 2009, from $898 million for the same period a year
ago.  Total revenues were $76.0 billion for the nine months ended
September 30, 2009, from $34.8 billion for the same period a year
ago.

As of September 30, 2009, AIG had $844.3 billion in total assets,
including $4.9 billion in cash and $637.9 billion in securities
investments, against $766.6 billion in total liabilities and $1.1
billion in redeemable noncontrolling interest in partially owned
consolidated subsidiaries.

AIG results in the third quarter 2009 included an operating loss
before net realized capital gains (losses) of $1.3 billion,
compared to a $1.6 billion loss in the third quarter of 2008.
This lower operating loss was primarily the result of lower
unallocated corporate expenses partially offset by restructuring
expenses.

A copy of the press release announcing the third quarter results
is available for free at http://researcharchives.com/t/s?48ea

A copy of the Form 10-Q filed with the SEC is available for free
at http://researcharchives.com/t/s?48eb

                About American International Group

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

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

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

AIG reported a net loss of $3.3 billion on revenue of $52.63
billion for nine months ended Sept. 30, 2009, compared with a net
loss of $37.83 billion on revenue of $63.49 billion in the same
period in 2008.


ANUP SINGH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: Anup Singh
               Ritu Singh
               5724 North Woodland Point
               Kansas City, MO 64152

Bankruptcy Case No.: 09-51063

Chapter 11 Petition Date: November 6, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (St. Joseph)

Judge: Jerry W. Venters

Debtor's Counsel: Ronald S. Weiss, Esq.
                  Berman DeLeve Kuchan & Chapman
                  911 Main St., Suite 2230
                  Kansas City, MO 64105
                  Tel: (816) 471-5900
                  Fax: (816) 842-9955
                  Email: rweiss@bdkc.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 Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mowb09-51063.pdf

The petition was signed by the Joint Debtors.


ARIZONA EQUIPMENT: Gets Interim Nod for G&K as Bankruptcy Counsel
-----------------------------------------------------------------
Arizona Equipment Rental I, LLC, sought and secured the interim
approval of the U.S. Bankruptcy Court for the District of Arizona
to hire Gallagher & Kennedy, P.A., as general bankruptcy and
restructuring counsel.

G&K will, among other things:

     -- prepare on behalf of the Debtor necessary applications,
        motions, answer, orders, reports and other legal papers;

     -- appear in Court and protect the interests of the Debtor;

     -- represent the Debtor with loan work outs and with the
        collection and disposition of the Debtor's assets, by sale
        or otherwise; and

     -- assist the Debtor in preparing and seeking the Court's
        confirmation of a Chapter 11 plan.

G&K will be paid based on the hourly rates of its professionals:

          Professional                Rate
          ------------                ----
          John R. Clemency            $490
          Lindsi M. Weber             $250
          Shareholders              $325-$525
          Associates                $200-$250
          Paralegals                $165-$200

John R. Clemency, a shareholder of G&K, assured the Court that G&K
doesn't have interests adverse to the interest of the Debtors'
estates or of any class of creditors and equity security holders.
Mr. Clemency maintains that G&K is a "disinterested person" as the
term is defined under Section 101(14) of the Bankruptcy Code.

Tucson, Arizona-based Arizona Equipment Rental I, LLC, filed for
Chapter 11 bankruptcy protection on October 30, 2009 (Bankr. D.
Ariz. Case No. 09-27946).  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


ARMANDO ORTIZ: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Armando Luis Ortiz
               Tania Karen Ortiz
               9213 Delemar Ct.
               Wellington, FL 33414

Bankruptcy Case No.: 09-34521

Chapter 11 Petition Date: November 6, 2009

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

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: David L. Merrill, Esq.
                  7777 Glades Rd # 400
                  Boca Raton, FL 33434
                  Tel: (561) 477-7800
                  Email: dlmerrill@sbwlawfirm.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 $1,754,412,
and total debts of $3,207,027.

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/flsb09-34521.pdf

The petition was signed by the Joint Debtors.


ARRAY BIOPHARMA: September 30 Balance Sheet Upside-Down by $82.5MM
------------------------------------------------------------------
Array BioPharma Inc. reported last week financial results for the
first quarter of fiscal 2010.

At September 30, 2009, the Company's consolidated balance sheets
showed $110.1 million in total assets and $192.6 million in total
liabilities, resulting in a $82.5 million shareholders' deficit.

Array reported revenue of $7.9 million for the first quarter of
fiscal 2010, compared to revenue of $5.7 million for the same
period in fiscal 2009.  Array invested $19.2 million in
proprietary research and development during the quarter to advance
its seven wholly-owned drugs in clinical development and select
discovery programs.  This compares to $24.5 million invested in
research and development during the first quarter of fiscal 2009.

Array reported a net loss of $24.8 million, or ($0.52) per share,
for the first quarter, compared to a net loss of $33.7 million, or
($0.71) per share, for the first quarter in fiscal 2009.  Array
ended the first quarter of fiscal 2010 with $77.3 million in cash,
cash equivalents and marketable securities.

"We are excited about the rapid progress we made in our
proprietary pipeline during the quarter while we tightened our
spending and secured additional capital," said Robert E. Conway,
chief executive officer.  "Following our success with our
glucokinase activator ARRY-403 in a single ascending dose trial,
we initiated a multiple ascending dose trial in type 2 diabetic
patients.  We've also finished enrolling the first two cohorts of
advanced cancer patients in an escalating dose trial with ARRY-
162, our lead MEK inhibitor."

A full-text copy fo the Company's consolidated financial
statements for the first quarter of fiscal 2010 is available for
free at http://researcharchives.com/t/s?48c3

                            Liquidity

The Company has incurred operating losses and has an accumulated
deficit primarily as a result of ongoing research and development
spending.  As of September 30, 2009, the Company had an
accumulated deficit of $438.0 million.  The Company had net losses
of $24.8 million and $33.7 million for the three months ended
September 30, 2009, and 2008, respectively.  The Company had net
losses of $127.8 million, $96.3 million and $55.4 million for the
fiscal years ended June 30, 2009, 2008 and 2007, respectively.

The Company has historically funded its operations through revenue
from its collaborations, the issuance of equity securities and
through debt provided by its credit facilities.  Until the Company
can generate sufficient levels of cash from its operations, which
the Company does not expect to achieve in the foreseeable future,
the Company will continue to utilize its existing cash, cash
equivalents and marketable securities that were generated
primarily from these sources.

The Company currently uses approximately $21 million per quarter
to fund its operations.  The Company believes that its existing
cash, cash equivalents and marketable securities, excluding the
value of the auction rate securities it holds, will enable it to
continue to fund its operations at this level for the next 12
months assuming the Company obtains additional sources of funding
as anticipated and/or reduces its current level of spending.

The Company also plans to satisfy its interest payment obligations
under the credit facilities with Deerfield either through the
issuance of shares of common stock to Deerfield in accordance with
the facility agreements with Deerfield or with the proceeds from
sales of its common stock pursuant to the Equity Distribution
Agreement with Piper Jaffray & Co.

If the Company is unable to obtain additional funding from these
or other sources to the extent, or when needed, it will be
necessary to significantly reduce its current rate of spending
through further reductions in staff and delaying, scaling back or
stopping certain research and development programs.  Insufficient
funds may also require the Company to relinquish greater, or all,
rights to product candidates at an earlier stage of development or
on less favorable terms to it or its stockholders than the Company
would otherwise choose in order to obtain funding for further
development and/or up-front license fees needed to fund its
operations.

If the Company is unable to continue to fund its ongoing
operations from such sources, its ability to continue as a going
concern will be in substantial doubt.  Moreover, if sufficient
funds from up-front fees under new collaboration agreements are
not received within approximately the next nine months, the
Company will not be in compliance with certain covenants under its
credit facilities with Deerfield and its loan with Comerica Bank,
which require the Company to maintain certain levels of cash, cash
equivalents and marketable securities.  In this event, Deerfield
and Comerica would have the right to accelerate the Company's
payment obligations to them, which it could not repay.

                      About Array BioPharma

Based in Boulder, Colo., Array BioPharma Inc. (Nasdaq: ARRY)
-- http://www.arraybiopharma.com/-- is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer, inflammatory diseases, pain and
metabolic diseases.  The Company's proprietary drug development
pipeline includes clinical candidates that are designed to
regulate therapeutically important target proteins and are aimed
at significant unmet medical needs.


BARLOW PROJECTS: Settles With Harrisburg for $5.4 Million
---------------------------------------------------------
The Harrisburg Authority has agreed to a $5,425,000 settlement of
a federal lawsuit against Barlow Projects Inc., the company blamed
for the botched retrofit of Harrisburg incinerator, pennlive.com,
citing Dan Miller of Patriot News.

According to the report, the authority, which owns the
incinerator, sued Barlow Projects to recover damages stemming from
its role in retrofitting the trash-to-steam plant to make it
compliant with federal air-quality regulations.

Based in Amarillo, Texas, Barlow Projects Inc. --
http://www.barlowprojects.com/-- develops renewable energy
projects world-wide.  The company and its affiliate, Barlow
Projects Harrisburg LLC filed for Chapter 11 protection on
Aug. 27, 2007 (Bankr. N.D. Tex. Lead Case No. 07-20412).  Roger S.
Cox, Esq., at Sanders, Baker & Jesko, P.C., represents the
Debtors.  In their petition, the Debtors listed assets of between
$100,000 and $1 million, and debts of between $1 million and
$100 million.


BEN CATLIN: Files for Bankruptcy Under Chapter 11
-------------------------------------------------
Ben Catlin has filed bankruptcy reorganization with debts between
$50 million and $100 million, including about $27 million in
guaranteed bank loans, according to Sacrament Business Journal.

The full list of Mr. Catlin's assets was not reported in the
Chapter 11 petition but it is estimated in court documents to be
worth between $1 million and $10 million, the report relates,
citing papers filed with the Court.

Ben Catlin is a commercial real estate developer.


BIOJECT MEDICAL: Reports $210,000 Q3 2009 Operating Loss
--------------------------------------------------------
Bioject Medical Technologies Inc., for the quarter ended September
30, 2009, reported revenues of $1.5 million, compared to $1.7
million reported in the comparable year ago quarter.  Third
quarter 2009 product sales were $1.4 million compared to $1.5
million in the third quarter of the prior year.  License and
technology fees for the 2009 quarter were $105,000, compared to
$139,000 in the year-ago quarter.  Operating expenses for the
third quarter of 2009 were $1.7 million, compared to $2.2 million
in the comparable 2008 period, a 20% decrease from the year-ago
period.

The Company reported a third quarter 2009 operating loss of
$210,000, compared to an operating loss of $525,000 in the prior
year period, a 60% decrease. Included in the current quarter
operating loss of $210,000 is $228,000 of non-cash charges
comprised of non-cash compensation expense related to the fair
value of stock-based awards, warrants and stock funding of $65,000
and depreciation and amortization of $163,000.  The Company
reported a third quarter 2009 net loss allocable to common
shareholders of $187,000, compared to net loss allocable to common
shareholders of $1.1 million in the comparable year-ago quarter.
At September 30, 2009, the Company reported cash and cash
equivalents of $0.9 million.

Basic and diluted net loss per common share for the quarter ended
September 30, 2009 were $0.01 per share on 17.2 million weighted
average shares outstanding, compared to a net loss of $0.07 per
share on 16.0 million weighted average shares outstanding for the
same period last year.

For the nine months ended September 30, 2009, Bioject reported a
net loss allocable to common shareholders of $737,000 on revenues
of $5.2 million. This compares to a net loss allocable to common
shareholders of $2.8 million on revenues of $5.1 million for the
same period last year.

Basic and diluted net loss per share for the nine months ended
September 30, 2009 were $0.04 per share on 16.9 million weighted
average shares outstanding compared to a net loss of $0.18 per
share on 15.7 million weighted average shares outstanding for the
comparable period last year.

"Bioject continues to carefully manage operations, delivering a
60% reduction in operating loss for the third quarter of 2009 and
a 75% reduction in operating loss for the first nine months of
2009 as compared to the respective prior year periods," said Ralph
Makar, Bioject's President and CEO.  "Although our cash operating
loss has decreased significantly, payments on our debt obligations
have significantly impacted our cash reserves.  Due to our limited
financial reserves, managing cash continues to be a priority, as
well as working to grow the business and secure new deals in a
timely manner.  While all of our efforts to date have allowed us
to maintain cash on hand at about the same level as at the end of
the third quarter of 2008, it is important that we secure
additional financing for the Company's future.  We believe the
transaction contemplated by the recently signed term sheet with
Signet Healthcare Partners, regarding our Series G Preferred Stock
financing. will give us additional time to try to secure financing
or explore other strategic alternatives by providing Bioject with
additional capital and removing a significant amount of debt,"
said Mr. Makar.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48e6

Bioject Medical Technologies Inc. (OTCBB: BJCT) --
http://www.bioject.com/-- based in Portland, Oregon, is an
innovative developer and manufacturer of needle-free injection
therapy systems.  The Company is focused on developing mutually
beneficial agreements with leading pharmaceutical, biotechnology,
and veterinary companies.

                        Going Concern Doubt

As of June 30, 2009, the Company had $5.6 million in total assets;
$3.2 million in total current liabilities, $1.3 million in
deferred revenues, and $373,000 in other long-term liabilities;
and $636,000 in stockholders' equity.  At June 30, 2009, cash and
cash equivalents totaled $1.3 million and accumulated deficit is
$121.6 million.

In its Form 10-Q report filed August 13, the Company noted that
due to its limited amount of additional committed capital,
recurring losses, negative cash flows and accumulated deficit, the
report of its independent registered public accounting firm for
the year ended December 31, 2008 expressed substantial doubt about
our ability to continue as a going concern.

The Company said it continues to monitor its cash and has taken
measures to reduce expenditure rate, delay capital and maintenance
expenditures and restructure its debt.  However, even if it is
able to defer, convert or restructure debt, the Company expects
needing to do one or more of the following to provide additional
resources in the third quarter of 2009:

     -- secure additional short-term debt financing;
     -- secure additional long-term debt financing;
     -- secure additional equity financing;
     -- secure a strategic partner; or
     -- reduce operating expenditures.


BLACK EAGLE FARM: Financial Woes Cue Chapter 11 Filing
------------------------------------------------------
Black Eagle Farm, a 2,000-plus acre farm in Nelson County valued
at $15.5 million, was sent to bankruptcy by its owners a day
before its was set for public auction at Lovingston courthouse,
according to newsadvance.com.

The farm, report relates, was being foreclosed because it failed
to pay $5.29 million loan from a Charlottesville bank.  In
addition, The farm owes $56,000 in local taxes.  The report,
citing court documents, says the farm incurred expenses to expand
in 2008 and suffered lower profits due to the recession.

A bankruptcy judge allowed the farm to continue operating the
business, the report notes.

Black Egal Farm -- http://www.blackeaglefarm.com/-- produces eggs
and pasture-raised beef, cattle and goats.  Andrew Goldstein,
Esq., represents the farm in its Chapter 11 effort.


BRIDGEVIEW AEROSOL: Sec. 341 Meeting Set for December 7
-------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of
Bridgeview Aerosol, LLC's creditors on December 7, 2009, at
1:30 p.m. at 219 South Dearborn, Office of the U.S. Trustee, 8th
Floor, Room 802, Chicago, Illinois 60604.

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.

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the
custom aerosol specialty products industry.  BVA provides a wide
array of services relating to aerosol products including initial
product formulation, testing, manufacturing, packaging and
distribution.  BVA primarily manufactures, packages and
distributes household cleaning and automotive products.  Affiliate
AeroNuevo owns the real property on which BVA operates.
USAerosols is the parent company of BVA and AeroNuevo.

Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021).  Steven B.
Towbin, Esq., at Shaw Gussis et al 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.


BRIDGEVIEW AEROSOL: Wants Filing of Schedules Moved to Dec. 2
-------------------------------------------------------------
Bridgeview Aerosol, LLC, et al., have asked the U.S. Bankruptcy
Court for the Northern District of Illinois to extend the deadline
for the filing of schedules of assets and liabilities and
statement of financial affairs extended until December 2.

The current deadline for the filing of schedules is November 16,
2009.  The Debtors are asking for an extension to accurately and
completely prepare the Schedules.  The Debtors will be required to
assemble information from various books and records, reports,
agreements, tax returns and other sources.  Given the size, scope
and complexity of the Debtors' business operations, this task will
be quite time consuming.

A hearing on the Debtors' request is set for November 12, 2009 at
10:00 a.m.

                     About Bridgeview Aerosol

Bridgeview, Illinois-based Bridgeview Aerosol, LLC is in the
custom aerosol specialty products industry.  BVA provides a wide
array of services relating to aerosol products including initial
product formulation, testing, manufacturing, packaging and
distribution.  BVA primarily manufactures, packages and
distributes household cleaning and automotive products.  Affiliate
AeroNuevo owns the real property on which BVA operates.
USAerosols is the parent company of BVA and AeroNuevo.

Bridgeview Aerosol filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. N.D. Ill. Case No. 09-41021).  Steven B.
Towbin, Esq., at Shaw Gussis et al 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.


CAL INVESTMENTS: Sec. 341 Meeting Set for December 9
----------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Cal
Investments, Inc.'s creditors on December 9, 2009, at 11:30 a.m.
at San Jose Room 130.

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.

Soquel, California-based Cal Investments, Inc., filed for Chapter
11 bankruptcy protection on October 30, 2009 (Bankr. N.D. Calif.
Case No. 09-59405).  Scott J. Sagaria, Esq., and Patrick Calhoun,
Esq., at the Law Offices of Scott J. Sagaria assist the Company in
its restructuring efforts.  The Company listed in its bankruptcy
petition $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.  According to the schedules, the
Company has assets of at least $13,957,842, and total debts of
$22,913,609.


CARITAS HEALTH: Court Approves Real Estates Sale to Joshua Guttman
------------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Caritas Health Care Inc.
and its debtor-affiliates to sell the Mary Immaculate and St.
John's Campuses to Joshua Guttman.

Stessa Corporation is the next highest bidder for the real estate.
Previously, the Debtors entered into a stalking horse agreement
with Stessa Corp. for the purchase of the Mary Immaculate Campus.
The Debtors elected not to enter into a stalking horse agreement
for the purchase of the St. John's Campus.

Pursuant to an agreement with Stessa, the purchase price for the
Mary Immaculate Campus is $4,200,000.  The purchase price for the
St. John's Campus will be no less than $13,500,000.

The sale, pursuant to Section 363 of the Bankruptcy Code, will be
free and clear of all liens, claims and interests and all
liabilities.

CB Richard Ellis, Inc., the Court-appointed broker, may be paid
its $399,375 commission upon the Closing and approval of the
Broker's final fee application.

                  About Caritas Health Care Inc.

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

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


CATHOLIC CHURCH: 80 Delaware Priest Abuse Suits Stayed
------------------------------------------------------
Law360 reports that the Catholic Diocese of Wilmington Inc. has
reportedly agreed to turn over information about priests accused
of sex abuse to plaintiffs in return for the stay of about 80
lawsuits against its nonbankrupt co-defendants, which include
individual churches and priests.

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics. It is the seventh
U.S. diocese to file for bankruptcy since allegations erupting
seven years ago against Catholic clergy in Boston.

The Diocese filed for Chapter 11 on Oct. 19 (Bankr. D. Del. Case
No. 09-13560).

The Delaware diocese is the seventh Roman Catholic diocese to file
for Chapter 11 protection to deal with lawsuits for sexual abuse.
Previous filings were by the dioceses in Spokane, Washington;
Portland, Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks,
Alaska; and San Diego, California.


CELESTICA'S INC: Moody's Upgrades Corp. Family Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service upgraded Celestica's Inc.'s ratings
(corporate family to Ba3 from B1) and affirmed its speculative
grade liquidity rating (SGL-1).  The outlook is stable.  Moody's
has withdrawn the ratings on Celestica's 7.875% senior
subordinated notes due 2011 following their recent redemption,
funded from the company's cash balance.

These ratings were upgraded:

  -- Corporate Family Rating to Ba3 from B1

  -- Probability of Default Rating to Ba3 from B1

  -- $223 Million (originally $250 Million) 7.625% Senior
     Subordinated Notes due July 2013 to B2 (LGD-6, 93%) from B3
     (LGD-5, 85%)

This rating was affirmed:

  -- Speculative Grade Liquidity Rating - SGL-1

The upgrade reflects Celestica's sizeable reduction in financial
leverage, a function of its strong internal liquidity and solid
free cash flow generation.  Moody's expect fairly material
improvement in leverage and credit metrics following the company's
retirement of its $339 million senior subordinated notes.  Pro
forma leverage (as of September 30, 2009) as measured by debt/LTM
EBITDA improves to 1.5x from 2.5x (Moody's adjusted) and
EBIT/interest expense increases to 5.7x from 3.4x (Moody's
adjusted).  Importantly, the upgrade reflects Moody's expectation
that leverage (including any debt-financed acquisitions) will be
sustained at or under 2.0x (Moody's adjusted) going forward.

The stable rating outlook reflects Moody's expectation that
Celestica's operating performance, cash flow generation and market
share will continue to demonstrate stable-to-improving results due
to good execution on customer penetration, cost reductions and
working capital management, as well as an improved demand
environment.  The stable outlook also anticipates the resumption
of revenue growth as customer demand returns, and gross margin and
cash flow expansion will be supported by improving product mix,
cost savings and higher capacity utilization levels.

The Ba3 CFR is also supported by Celestica's status as a Tier 1
EMS provider, strong liquidity position as evidenced by its
$906 million in pro forma cash (as of September 2009, which
adjusts for cash used to redeem the $339 million subordinated
notes) and good internal execution on operating performance and
cost savings initiatives.  The rating considers the company's
recent success in demonstrating operating margin expansion by
cutting fixed costs and focusing on more profitable customer
programs, despite a 23% year-over-year contraction in nine-month
revenues (for the period ended September 2009).  Celestica's
improved cost position and operational efficiencies have resulted
in good FCF generation helping to alleviate the impact of revenue
declines from slowing customer demand.  The rating is constrained
by the company's smaller size compared to its larger EMS peers as
well as the historical volatility in operating performance.  The
Ba3 rating also reflects Celestica's limited demand visibility,
especially in the current challenging economic environment, and
rising customer concentration.  In addition, it reflects Moody's
expectation of some near-term margin pressure in Celestica's
enterprise communications and telecom segments as global demand
recovers slowly and remains weak relative to historical levels,
Asian competition increases and OEM consolidation negatively
impacts volumes.  Finally, the Ba3 rating captures Moody's concern
that Celestica may pursue small-to-mid sized debt-funded/cash
acquisitions over the near-to-intermediate term that would allow
it to increase scale and/or add vertical integration capabilities,
enabling it to compete more effectively with larger EMS rivals.

The last rating action was on May 28, 2009 when Moody's affirmed
Celestica's CFR and revised the outlook to positive.

Headquartered in Toronto, Canada, Celestica is a global provider
of electronics manufacturing services to original equipment
manufacturers in the information technology and communications
industry.  For the twelve months ended September 30, 2009, the
company generated revenues and EBITDA (Moody's adjusted) of
$6.4 billion and $352 million, respectively.


CELL THERAPEUTICS: Posts $35 Mil. Net Loss for 3rd Quarter 2009
---------------------------------------------------------------
Cell Therapeutics, Inc., said net loss attributable to CTI was
$35,024,000 for the three months ended September 30, 2009,
compared to a net loss of $45,589,000 for the same period a year
ago.  Net loss attributable to CTI was $68,018,000 for the nine
months ended September 30, 2009, compared to a net loss of
$141,776,000 for the same period a year ago.

Cell Therapeutics reported total revenues of $20,000 on license
and contract revenue for the three months ended September 30,
2009, compared to total revenues of $2,600,000 consisting of
product sales and license and contract revenue for the same
quarter a year ago.  Cell Therapeutics reported total revenues of
$60,000 on license and contract revenue for the nine months ended
September 30, 2009, compared to total revenues of $8,884,000
consisting of product sales and license and contract revenue for
the same period a year ago.

As of September 30, 2009, the Company had $87,299,000 in total
assets against $96,828,000 in total liabilities.  The Company's
September 30 balance sheet also showed strained liquidity: the
Company had $59,497,000 in total current assets, including
$54,992,000 in cash and cash equivalents, against $72,882,000 in
total current liabilities.

"The condensed consolidated financial statements have been
prepared assuming that we will continue as a going concern, which
contemplates realization of assets and the satisfaction of
liabilities in the normal course of business for the twelve month
period following the date of these financials.  However, we have
incurred losses since inception and we expect to generate losses
from operations through 2010 primarily due to research and
development costs for pixantrone, OPAXIO and brostallicin.  Our
available cash and cash equivalents are approximately
$55.0 million as of September 30, 2009 and we do not expect that
we will have sufficient cash to fund our planned operations
through the second quarter of 2010, which raises substantial doubt
about our ability to continue as a going concern," the Company
said in its Form 10-Q filing with the Securities and Exchange
Commission.

"We have achieved cost saving initiatives to reduce operating
expenses, including the reduction of employees related to Zevalin
operations and the closure of our operations in Italy . . . and we
continue to seek additional areas for cost reductions.  However,
we will also need to raise additional funds and are currently
exploring alternative sources of equity or debt financing. We may
seek to raise such capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources."

The Company, however, cautioned additional funding may not be
available on favorable terms or at all.  If additional funds are
raised by issuing equity securities, substantial dilution to
existing shareholders may result.  If it fails to obtain capital
when required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.

                    Closure of Italy Operations

In September 2009, CTI closed its Bresso, Italy operations.  These
operations were used primarily for pre-clinical research and were
underutilized due to its current focused business model on the
development of late-stage compounds and their commercialization.
CTI has recorded restructuring charges related to this closure.

In May 2009, CTI entered into a severance agreement with the
unions representing the employees of its Bresso, Italy operations.
This severance agreement relates to a reduction in force of 56
positions at the Bresso facility.  Employee separation costs
associated with the reduction in force primarily relate to
severance payments that CTI is paying over 42 months, with the
majority of these payments made through the first 15 months.  For
the three and nine months ended September 30, 2009, CTI recorded
approximately $200,000 and $2.6 million in employee termination
benefits related to these Bresso employees.  Additionally, CTI has
sent notices of termination to the six managers of the Bresso
facility and is negotiating separate severance agreements with
these managers, which have been accrued for as of September 30,
2009.  CTI may have adjustments to its employee termination
benefit expense related to its estimate of amounts due under
Italian labor laws.  While CTI cannot predict additional amounts,
if any, CTI does not expect to have material adjustments to this
expense.

In connection with the closure of the Bresso operations, CTI had
certain contract termination and clean-up charges related to the
Bresso facility's laboratories.  For the three and nine months
ended September 30, 2009 we recorded $0 and $1.4 million for these
charges.

CTI also had certain laboratory equipment related to the Bresso
facility that CTI sold in connection with the closure of the
facility.  CTI recognized a $300,000 gain on the sale of these
assets which is included in restructuring charges and related gain
on sale of assets, net for the three and nine months ended
September 30, 2009.

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?48cb

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48cc

                      Registration Statement

CTI on Friday filed with the Securities and Exchange Commission a
registration statement to register 45,500,000 shares issuable
under the Cell Therapeutics, Inc. 2007 Equity Incentive Plan and
Cell Therapeutics, Inc. 2007 Employee Stock Purchase Plan.  A
full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?48cd

                      About Cell Therapeutics

Cell Therapeutics, Inc., focuses on the development, acquisition
and commercialization of drugs for the treatment of cancer.  CTI's
principal business strategy is focused on cancer therapeutics; an
area with significant market opportunity that it believes is not
adequately served by existing therapies.  Subsequent to the
closure of its Bresso, Italy operations in September 2009, CTI's
operations are conducted solely in the United States.  During
2008, CTI had one approved drug, Zevalin(R) (ibritumomab
tiuxetan), or Zevalin, which it acquired in 2007, generating
product sales.  CTI contributed Zevalin to a joint venture, RIT
Oncology, LLC, upon its formation in December 2008 and in March
2009 CTI finalized the sale of its 50% interest in RIT Oncology to
the other member, Spectrum Pharmaceuticals, Inc.  All of CTI's
current product candidates, including pixantrone, OPAXIO and
brostallicin are under development.


CENTENNIAL COMMUNICATIONS: Fitch Upgrades Issuer Rating From 'B'
----------------------------------------------------------------
Fitch Ratings has upgraded these ratings of Centennial
Communications Corp. and its subsidiaries subsequent to AT&T's
Inc. announcement that it had completed the acquisition of CYCL on
Nov. 6, 2009.  Certain ratings will also be withdrawn.

CYCL

  -- Issuer Default Rating upgraded to 'A' from 'B';
  -- Senior unsecured notes upgraded to 'A' from 'CCC+/RR6'.

Centennial Cellular Operating Co.

  -- IDR upgraded to 'A' from 'B';

  -- Senior secured credit facility upgraded to 'A' from 'BB/RR1'
     and the rating withdrawn;

  -- Senior unsecured notes upgraded to 'A' from 'BB/RR1'.

The Rating Outlook is Stable.

The upgrade reflects Fitch's view that the acquisition by AT&T,
which has an IDR of 'A', will significantly improve CYCL's
financial and business profile.  As of Sept. 3, 2009,
approximately $500 million was outstanding under CYCL's term loan.
CYCL had no borrowings under its $150 million revolving credit
facility.  AT&T has called for redemption all of CYCL's
outstanding long-term debt with principal amount of approximately
$1.4 billion and has terminated CYCL's existing credit facility.
Consequently, when the unsecured notes are fully redeemed, the
issue and IDR ratings will be withdrawn.  Since AT&T has
terminated CYCL's credit facility at the close of the transaction,
the credit facility ratings will be withdrawn.


CHARLES BOWEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Charles E. Bowen, Jr.
        1680 Westview Drive SW
        Atlanta, GA 30310

Bankruptcy Case No.: 09-89758

Chapter 11 Petition Date: November 6, 2009

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

Judge: Joyce Bihary

Debtor's Counsel: J. Robert Williamson, Esq.
                  Ashley Reynolds Ray, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Email: rwilliamson@swlawfirm.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/ganb09-89758.pdf

The petition was signed by Charles E. Bowen, Jr.


CHRYSLER LLC: Gov't Won't Recoup Auto Investments, Says GAO Report
------------------------------------------------------------------
The U.S. Treasury Department is unlikely to recoup all of its
investment in Chrysler Group LLC and General Motors Corp,
according to a report released by the Government Accountability
Office.

"Treasury is unlikely to recover the entirety of its investment in
Chrysler or GM, given that the companies' values would have to
grow substantially above what they have been in the past," GAO
said in its 41-page report.

The Treasury provided $81.1 billion aid to the U.S. auto industry,
of which $62 billion was provided to Chrysler Group and GM to help
the auto makers in their restructuring.  In return, the government
agency received 9.85% equity in Chrysler, 60.8% equity and
$2.1 billion in preferred stock in GM, and $13.8 billion in debt
obligations between the auto makers.

GAO estimated that the equity value of Chrysler Group necessary to
recoup investment must be $54.8 billion while GM would need to be
worth $66.9 billion.  The agency also assumed that $5.4 billion
that was lent to Chrysler and $986 million to GM would not be
repaid.

In June, the Congressional Budget Office estimated that the
government would recoup only 27% of its initial investment in the
auto industry.  In the case of Chrysler and GM, which had poor
credit ratings and significant debts prior to bankruptcy, the
average projected repayment is only 27 cents on the dollar.

GAO recommended that the Treasury ensure the expertise needed to
monitor its investment in Chrysler and GM remains in place, report
to Congress on its general approach for monitoring the auto
makers' performance, and have a plan for evaluating the method and
timing for divesting its stake.

The report also disclosed the production requirements imposed by
the U.S. government on Chrysler and GM.

Chrysler is required to either manufacture 40% of its U.S. sales
volume in the U.S. or its domestic production volume must be at
least 90% of last year's figure.   Meanwhile, GM agreed to use its
"commercially reasonable best efforts" to ensure that its U.S.
production volume is consistent with at least 90% of the level
envisioned in its business plan, according to the report.

A full-text copy of the report is available without charge at:

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

                        About Chrysler LLC

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

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

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

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

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


CHRYSLER LLC: New Chrysler Not Losing Money, Says Marchionne
------------------------------------------------------------
Chrysler Group LLC's CEO, Sergio Marchionne, said the auto maker
is making an operating profit and building cash contrary to many
people's belief that it is losing money, according to a report by
Reuters.

Chrysler generated about $200 million of operating earnings in the
third quarter which it closed out with $5.7 billion in cash, Mr.
Marchionne said before a group of reporters and analysts as he
presented the auto maker's five-year business plan last
November 4, 2009.

The Detroit-based auto maker had only $4 billion in cash at the
end of June.  Prior to its bankruptcy, the auto maker was burning
more than $2 billion in cash a month.

"Most of you underestimated the substantial reduction in fixed
costs that was carried out by the old Chrysler.  The new Chrysler
is being incredibly parsimonious," Reuters quoted Mr. Marchionne
as saying.

The chief executive said Chrysler was profitable on an operating
basis in September because of cost controls, Bloomberg reported.

It was the first time Chrysler officials disclosed their plans for
the auto maker's finances and prospects for paying back government
loans since it underwent restructuring.  Chrysler's restructuring
was funded by a $12 billion loan from the U.S. Treasury
Department, which was drawn from the Troubled Asset Relief
Program.

Prior to disclosure of the five-year business plan, dealers have
started to get impatient for details about the plan.  Many
complained that calls to Chrysler headquarters have gone
unreturned or they were told to wait as the chief executive tries
to keep his plans secret until November 4, DelawareOnline
reported.  Chrysler spokeswoman Kathy Graham said the auto maker
could not provide details because the plan just received board
approval.

Aaron Bragman, an auto industry analyst with IHS Global Insight,
commented that the silence was troubling and a sign that Fiat was
unprepared to take over the Detroit-based auto maker.   "This is a
company that has been given a lot of taxpayer money and hasn't
said a thing," DelawareOnline quoted Mr. Bragman as saying.

Unlike General Motors Corp. which is "shouting from the rooftops"
that it is here to stay and has new vehicles on the way, Chrysler
has just shut itself away, Mr. Bragman complained.

GM has run a new ad campaign that touts quality and held online
"town hall" meetings to update customers on its progress.
Chrysler, on the other hand, has merely provided its dealers vague
assurances of seeing a redesigned Jeep Grand Cherokee in the
spring and a new Chrysler 300 large sedan sometime next year,
DelawareOnline reported.

                     Financial Targets

Richard Palmer, Chrysler's chief finance officer, said the auto
maker would break even on an operating profit basis by next year
and break even on a net profit basis by 2011, Reuters reported.

Mr. Palmer said Chrysler's revenue would grow about 20% per year
over the next five years and reach $67.5 billion by 2014, when the
auto maker expects to report an operating profit in the range of
$4.7 billion to $5.2 billion.  He also said the auto maker's capex
spend would average $4.5 billion during the five year turnaround,
according to the report.

Mr. Palmer further said Chrysler would pay back all the loans it
availed from the U.S. government in 2014, but with $2 billion in
debt to the U.S. Department of Energy, Reuters reported.

Dan Knott, Chrysler's purchasing chief, said the auto maker would
save $2.9 billion over the next five years through shared parts
purchasing with Italy-based automaker Fiat S.p.A., starting with
$500 million in net savings in 2010, according to a Bloomberg
report.

Chrysler also plans to issue public stock after 2010, the report
said.

Automotive News said Chrysler will begin reporting some financial
results in early 2010 for transparency.  The auto maker did not
say how detailed the results will be.

Fiat, which owns 20% of Chrysler after acquiring most of its
assets, is not required by law or European financial regulations
to disclose detailed financial information about the automaker.
The Securities and Exchange Commission, meanwhile, has no
jurisdiction over it since there is no publicly traded Chrysler
stock.

                       International Sales

Chrysler expects to double its global sales from 1.3 million cars
and trucks in 2009 to 2.8 million in 2014.  The auto maker
predicted its U.S. market share will rise from about 6% in 2009 to
11% in 2014, The Wall Street Journal reported.

Jeep CEO Mike Manley said in the presentation that they plan to
boost Chrysler's global sales of its Jeep brand 60% to 800,000 by
2014 and that the Jeep brand would start to offer more derivatives
of its Wrangler SUV, according to a Bloomberg report.

Major changes to each model in the lineup within the next year
would be made while the brand's Commander sport-utility vehicle
would be scrapped, Mr. Manley also said.

Dodge brand CEO Ralph Gilles, meanwhile, said the brand will have
11 new or restyled models by 2014, with the first all-new model --
a seven-passenger SUV -- to come out in late 2010.  He said the
Nitro SUV will also be restyled as more of a city-cruising model
aimed at younger buyers.

Mr. Gilles said Dodge also will get an all-new midsize sedan to
replace the Dodge Avenger in 2012 or 2013 as well as a subcompact
hatchback and a compact sedan, which will have the best fuel
economy of any car the automaker has ever made, Bloomberg
reported.

Chrysler Group LLC plans to end production of the PT Cruiser after
2010 and the Dodge Dakota truck in 2011, the report said.

Mr. Marchionne said half of Chrysler's cars would be built on
platforms developed by Fiat and 40% would have engines supplied by
the Italy-based automaker, according to another Reuters report.
He said the auto makers' businesses are now "inextricably
intertwined" and would provide Chrysler access to fuel-saving and
engine technology it could not have developed on its own.

Mr. Marchionne also serves as chief executive of Fiat, which
acquired most of the assets of old Chrysler in June.

Chrysler officials did not reveal any models while discussing many
new vehicles during the presentation, according to Bloomberg.

                Dealership Network Consolidation

Chrysler plans to complete in 2011 the consolidation of its
dealership network.  The auto maker says it plans to invest
$500 million into dealerships in the next five years including
$120 million in 2010, Bloomberg reported.

Peter Grady, vice president of network and fleet development, said
changes that would be made include special areas in dealerships
for the Fiat 500 subcompact which would have a dedicated sales
staff and management.  The vehicle would be sold mainly in metro
markets, he said.

                        Mixed Reactions

Industry analysts who attended the presentation said Chrysler's
survival still depends on whether the U.S. economy bounces back
and car sale rises from its current low levels, WSJ reported.

"Everything is in the market -- that's the big kahuna.  Next year
is critical," WSJ quoted David Cole, chairman of Michigan-based
Center for Automotive Research, as saying.

Mr. Cole said the auto maker would fare well if the local market
returns to annual sales of 12 million vehicles next year.  He also
noted that Chrysler does not have many new products coming out in
2010.

AutoNation Inc. Chief Executive Michael Jackson was impressed,
however, by the plan and expressed interest in acquiring more
Chrysler stores.  "AutoNation is a buyer as of tomorrow," WSJ
quoted Mr. Jackson as saying.

Don Metzner, president of Armory Automotive, a dealer in New York,
said he was encouraged to hear that Chrysler has positive cash
flow.

"It's the essential ingredient needed to bring the exciting new
product pipeline to fruition.  My confidence in Chrysler is
greatly enhanced," WSJ quoted Mr. Metzner as saying.

It had taken five months for Mr. Marchionne and his management
team to develop the business plan for Chrysler.  Mr. Marchionne
was joined in by 24 top managers during the presentation on
Wednesday, which ran for over eight hours.

The rollout of Chrysler's 2010-2014 Business Plan is available
without charge at:

               http://researcharchives.com/t/s?4858
               http://researcharchives.com/t/s?4859
               http://researcharchives.com/t/s?485a
               http://researcharchives.com/t/s?485b
               http://researcharchives.com/t/s?485c
               http://researcharchives.com/t/s?485d
               http://researcharchives.com/t/s?485e
               http://researcharchives.com/t/s?485f
               http://researcharchives.com/t/s?4860
               http://researcharchives.com/t/s?4861
               http://researcharchives.com/t/s?4862
               http://researcharchives.com/t/s?4863
               http://researcharchives.com/t/s?4864
               http://researcharchives.com/t/s?4865
               http://researcharchives.com/t/s?4866
               http://researcharchives.com/t/s?4867

                        About Chrysler LLC

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

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

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

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

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


CHRYSLER LLC: Proposes Funding Arrangement for WindDown of Estate
-----------------------------------------------------------------
Chrysler LLC, now known as Old CarCo LLC, and its units have been
authorized to obtain postpetition financing on a secured and
superpriority basis pursuant to the terms and conditions set forth
in the Second Lien Secured Priming Superpriority Debtor-in-
Possession Credit Agreement dated as of May 5, 2009, among Old
Carco, as borrower, and the United States Department of the
Treasury and Export Development Canada, as lenders, up to a
maximum aggregate amount of $4.96 billion.  As part of the DIP
Credit Agreement and the DIP Financing Order, the DIP Lenders
received adequate protection, including senior liens on certain of
the Debtors' assets as set forth in the DIP Financing Order.

The Debtors' obligations under the DIP Credit Agreement are
secured by first priority perfected lien and security interests on
(i) certain liquidation funds, and (ii) the DIP Collateral.  The
Debtors currently are in possession of cash that is DIP Collateral
and expect to generate additional cash proceeds from the sale or
other disposition of other DIP Collateral, all of which constitute
cash collateral of the DIP Lenders within the meaning of Section
363(a) of the Bankruptcy Code.

Under the Court's final order on cash collateral, the Debtors were
authorized to use certain cash collateral that secured their
obligations under the Amended and Restated First Lien Credit
Agreement, dated as of November 29, among Carco Intermediate
Holdco II LLC, Old Carco, the lenders party, and JPMorgan Chase,
N.A., as administrative agent.

Pursuant to the Cash Collateral Order, the Official Committee of
Unsecured Creditors reserved certain rights with respect to, among
other things, Sections 506(c) and 552(b) of the Bankruptcy Code,
including the rights to challenge the liens with respect to the
approximately 7,600 Chrysler-, Dodge- and Jeep-branded vehicles
owned by the Debtors as of the Closing Date of the Fiat
Transaction that previously were designated for use for various
company purposes and the proceeds thereof.

The Debtors' rights to use cash collateral under the Cash
Collateral Order terminated on July 3, 2009.

In furtherance of the Debtors' winddown efforts, the parties
agreed that an amount of not less than $260 million of the DIP
Financing would be maintained to fund the winddown of the Debtors'
bankruptcy estates, including the consummation of a plan of
liquidation under Chapter 11 of the Bankruptcy Code.  Winddown
Funds in the amount of $113 million were deposited in two
designated accounts with KeyBank National Association and JPMorgan
Chase Bank N.A. to satisfy certain tax liabilities, and the
remainder of the Winddown Funds has been held in KeyBank.

In addition to the Winddown Funds, $42 million from the DIP
Financing -- the "Prefunded Amount" -- were deposited in dedicated
accounts at KeyBank.  The Prefunded Amount and the Winddown Funds,
which total approximately $302 million, are collectively referred
as the "Liquidation Funds."  From and after the Closing Date, with
the approval of the DIP Lenders, the Debtors have used certain of
the Liquidation Funds to pay the costs of administering their
estates.

The Debtors note that Liquidation Funds will be used to, among
other things, satisfy certain sales and use taxes, Michigan
business tax and other taxes owed to state and local taxing
authorities in the United States of America in respect of any of
the Debtors and not covered by the Sale Order.  A copy of the
schedule of sources and uses of Liquidation Funds can be obtained
for free at:

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

Following the Closing Date, the Debtors have been engaged in
discussions with their key stakeholders, including the DIP
Lenders, the First Lien Agent, the Creditors Committee and other
key stakeholders to reach agreements that would facilitate the
financing of an orderly winddown of the Debtors' remaining assets
and the completion of the Chapter 11 process, Corinne Ball, Esq.,
at Jones Day, in New York, informs Judge Gonzalez.  Discussions
with the U.S. Treasury have focused on the use of the Liquidation
Funds and the resolution of related matters.

In connection with the negotiations, Ms. Ball reveals that the
U.S. Treasury indicated that the DIP Lenders did not intend to
fund the Debtors' activities to preserve and liquidate the First
Lien Collateral.  Hence, she notes, the Debtors devoted time to
separate negotiations with the First Lien Agent regarding the use
of the First Lien Lenders' cash collateral to fund activities
relating to the First Lien Collateral.

The negotiations have resulted in the two proposed agreed orders
that have been filed concurrently with the Court:

  (a) the proposed agreed order authorizing the Debtors to use
      cash collateral of the Prepetition Secured Lenders in
      support of the administration and disposition of their
      collateral, pursuant to which the First Lien Lenders agree
      to the use of their cash collateral to fund the
      preservation and liquidation of the First Lien Collateral,
      subject to certain terms and conditions; and

  (b) the proposed agreed order approving winddown funding for
      the Debtors' estates.

In two separate requests, the Debtors ask the Court to enter and
approve the Proposed Winddown Order and the Proposed First Lien
Winddown Order.

Copies of the Proposed Winddown Orders are available for free at:

* http://bankrupt.com/misc/Chrysler_1stLien_WinddownOrder.pdf
* http://bankrupt.com/misc/Chrysler_Proposed_WinddownOrder.pdf

Ms. Ball contends that the Proposed Winddown Order, in conjunction
with the Proposed First Lien Winddown Order, promotes a global
resolution among the Debtors' key constituents and establishes a
comprehensive funding arrangement with respect to the orderly
liquidation of the bankruptcy estates.  Specifically, she points
out, the Proposed Winddown Order establishes the terms under which
the DIP Lenders will permit the ongoing use of the Liquidation
Funds to fund a plan of liquidation and related activities.  The
proposed Winddown Order, on the other hand, resolves obstacles
remaining to the completion of the Debtors' winddown and the
eventual confirmation of a plan.

In separate filings, the Debtors sought and obtained a Court order
shortening the notice and objection periods of their requests.

The Court will convene a hearing on November 19, 2009, to consider
the requests.  Objections are due November 16.

                        About Chrysler LLC

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

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

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

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

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


CHRYSLER LLC: Proposes to Assign Crown Group Sublease
-----------------------------------------------------
Chrysler LLC, now known as Old CarCo LLC, and its units seek the
Court's authority, pursuant to Section 365 of the Bankruptcy Code
and Rule 6006 of the Federal Rules of Bankruptcy Procedure, to
assume and assign to Chrysler Group LLC a Sublease Agreement dated
as of January 1, 2008, between The Crown Group, Inc., and Old
Carco LLC, formerly known as Chrysler LLC.  The Debtors also ask,
by agreement with New Chrysler and the Sublessor, that the
assumption and assignment be deemed effective as of October 1,
2009.

Pursuant to the terms of the Sublease, the Sublessor leases to the
Debtors warehousing spaces located in two buildings in the city of
Detroit, in Wayne County, Michigan.  The Sublease provides for a
base monthly rent of $38,000, and its term extends through
December 31, 2010.

In connection with the Fiat Transaction, the Debtors and New
Chrysler entered into a Transition Services Agreement, dated as of
June 10, 2009.  Pursuant to the TSA, the Debtors agreed to assume
the Sublease and grant to New Chrysler a net license to use the
Detroit Axle Warehouse, among other premises.  In consideration of
the receipt of the Net License, New Chrysler agreed to satisfy all
obligations under the Sublease.

After entering into the TSA, New Chrysler determined that it would
like to seek certain amendments to the Sublease and assume the
Sublease, rather than receive a license from the Debtors.  As a
result, New Chrysler requested that the Debtors delay in assuming
the Sublease.

Pursuant to the Court's order extending the Debtors' time to
assume or reject unexpired leases of nonresidential real property,
including the Sublease, the deadline to assume or reject the
Sublease will be on November 26, 2009.

Corinne Ball, Esq., at Jones Day, in New York, relates that New
Chrysler now has completed negotiations with the Sublessor with
respect to the Sublease, and the parties have agreed to the
Amendments, which include, among other items, a reduction in the
base rent and minimum space requirements.

The Debtors submit that the Sublease is an unexpired lease within
the meaning of Section 365 of the Bankruptcy Code, eligible for
assumption by the Debtors and assignment to New Chrysler.  Ms.
Ball notes that the Sublessor has agreed to the Amendments and the
Debtors' assumption and concurrent assignment of the Sublease to
New Chrysler.  She adds that New Chrysler has indicated to the
Debtors its desire to take an assignment of the Sublease subject
to the Amendments, and that New Chrysler and the Debtors have
agreed to amend the TSA to effectuate the assumption and
assignment of the sub-lease.

A full-text copy of the proposed amendment to the TSA is available
for free at:

  http://bankrupt.com/misc/Chrysler_TSA_AmendmentNo2_110509.pdf

                        About Chrysler LLC

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

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

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

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

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


CIT GROUP: Gets Interim Nod to Honor Federal Reserve Agreement
--------------------------------------------------------------
CIT Group Inc. and CIT Funding Company of Delaware LLC sought, and
obtained interim nod, to honor a written agreement, dated
August 12, 2009, by and between CIT Group, Inc., and Federal
Reserve Bank of New York.

To the extent applicable to CIT Group, Inc., the Debtors also seek
the Court's authority to abide by orders to cease and desist
issued on July 16, 2009, by each of the Federal Deposit Insurance
Corporation and the Utah Department of Financial Institutions
against CIT Bank, in which CIT Group Inc. holds 100% equity
interest.

Due to CIT Group Inc.'s financial uncertainty and concerns that
the uncertainty may lead to unsafe or unsound banking practices at
CIT Bank, the FDIC and the UDFI monitored CIT Group Inc. and CIT
Bank closely.  Upon the financial deterioration of CIT Group
Inc., the Regulators entered into the Written Agreement and the
Cease and Desists Orders with CIT Group Inc. and CIT Bank to
monitor the conditions at CIT Group Inc. and CIT Bank and to limit
certain activities.

Under the terms of the Cease and Desist Orders, the FDIC and the
UDFI have imposed, among other matters, additional restrictions on
CIT Bank's ability to enter into transactions with affiliates and
to make dividend payments.  In compliance with the Cease and
Desist Orders, CIT Bank submitted a contingency plan providing for
and ensuring the continuous and satisfactory servicing of all
loans held by CIT Bank, which was accepted as satisfactory by the
FDIC.  The Cease and Desist Orders further restrict CIT Bank from
increasing its level of brokered deposits and restricts the
ability of CIT Bank to originate new business.

Under the terms of the Written Agreement, CIT Group Inc. must
provide the Federal Reserve Bank of New York with (i) a corporate
governance plan, focusing on strengthening internal audit, risk
management, and other control functions, (ii) a credit risk
management plan, (iii) a written program to review and revise, as
appropriate, its program for determining, documenting and
recording the allowance for loan and lease losses, (iv) a capital
plan for CIT Group Inc. and CIT Bank, (v) a liquidity plan,
including meeting short term funding needs and longer term funding
needs, without relying on governments programs or Section 23A
waivers, and (vi) a business plan for the remainder of 2009 and
2010.  The Written Agreement also prevents CIT Group Inc., without
prior approval of the Federal Reserve Bank of New York, from
paying dividends, paying interest on subordinated debt, incurring
or guaranteeing debt outside of the ordinary course of business,
or purchasing or redeeming CIT Group Inc. stock.  Under the
Written Agreement, CIT Group Inc. must comply with certain
procedures and restrictions on appointing or changing the
responsibilities of any senior officer or director, restricting
the provision of indemnification to officers and directors, and
restricting the payment of severance to employees.

After the Petition Date, CIT Group Inc. and CIT Bank will be
obligated to continue to meet the requirements of the Written
Agreement with respect to CIT Group Inc. and the Cease and Desist
Orders with respect to CIT Bank, as well other regulatory
obligations imposed on CIT Bank by the FDIC.  CIT Group Inc. also
anticipates that, in the event CIT Group Inc. does not comply with
the Written Agreement and CIT Bank does not comply with the
Cease and Desist Orders, the FDIC, the UDFI and the Federal
Reserve Bank of New York will exercise their statutory and
regulatory remedies and rights against CIT Group Inc. and CIT
Bank, potentially resulting in seizure, receivership or
liquidation of CIT Bank, or at least the levying of additional
regulatory enforcement orders against CIT Group Inc. and CIT Bank.

Accordingly, Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, in New York, asserts that adherence to the
Written Agreement, the Cease and Desist Orders and other
regulatory obligations imposed on CIT Bank by the FDIC is critical
to preserve the Debtors' opportunity to realize the fair value of
CIT Bank to maximize recovery to the Debtors' creditors.  Failure
to comply would put CIT Bank, a non-debtor in these cases, at risk
of government seizure, liquidation, and/or the appointment of a
receiver, he points out.  As a result, any
equity value CIT Group Inc. has in CIT Bank may be permanently
lost if compliance does not continue, he tells the Court.

The Debtors believe that the value of their estate will be
maximized by preserving CIT Bank, preventing the seizure of CIT
Bank stock or assets, and avoiding the liquidation of the stock or
assets at "fire sale" prices.  At the same time, the Debtors
recognize the need to maintain a strong relationship with the
FDIC, the Federal Reserve Bank of New York, and the UDFI, Mr.
Galardi states.  Therefore, the Debtors seek to reassure the FDIC,
the Federal Reserve Bank of New York, and the UDFI that they
intend to continue to timely satisfy any requirements under the
Written Agreement and the Cease and Desist Orders, and any other
regulatory obligations in a manner consistent with maximizing the
value of their estate.

Judge Gropper will consider final approval of the Debtors' request
on November 23, 2009, at 2:30 p.m. (prevailing Eastern Time).
Objections, if any, must be filed by November 19.

                        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 Injunction Against Utility Providers
--------------------------------------------------------
In connection with the operation of their businesses, CIT Group
Inc. and CIT Funding Company of Delaware LLC, obtained utility
products and services like water, natural gas, electricity, and
telecommunications from certain utility companies, a list of which
is available for free at:

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

Section 366(b) of the Bankruptcy Code requires a debtor to furnish
what it considers to be adequate assurance of payment.  Section
366(c)(1)(A) defines "assurance of payment" to include, among
other  things, "a prepayment of utility consumption."

Based on the estimated monthly cost of the Utility Services, the
Debtors estimate that the aggregate Utility Prepayment will be
approximately $1 million, Gregg M. Galardi, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, discloses.

By this motion, the Debtors propose to pay each Utility Company,
along with the actual monthly bill, a prepayment amount equal to
the last invoice received from the Utility Company.  The Debtors
project that they will have sufficient cash on hand to timely pay
all undisputed postpetition obligations owed to the Utility
Companies accruing during their Chapter 11 cases, which the
Debtors intend to pay in a timely manner, according to Mr.
Galardi.

The Debtors contend that the Utility Prepayment, in conjunction
with the Debtors' ability to pay for future utility services in
the ordinary course of business, constitutes "adequate assurance
of payment" for the purposes of Section 366(b) of the Bankruptcy
Code.

Mr. Galardi further notes that the Debtors will promptly file
amendments to the Utility Service List upon identification of
additional Utility Companies.  Any Subsequently Identified Utility
Company to make additional assurance requests that must:

  (i) be made in writing;

(ii) set forth the type of Utility Services and the location
      for which the services are provided;

(iii) include a summary of the Debtors' payment history relevant
      to the affected accounts, including any deposits and other
      security held by the Utility Company;

(iv) set forth why the Subsequently Added Utility Company
      believes the Proposed Adequate Assurance is not sufficient
      adequate assurance of future payment; and

  (v) be served later than 10 days after service of the Utility
      Order.

Upon the Debtors' timely receipt of an Additional Assurance
Request, the Debtors will have the greater of (i) 14 days from the
receipt of the Request, or (ii) 90 days from the Petition Date to
negotiate with the Subsequently Identified Utility
Company and resolve the Request.

The Debtors further seek permission to resolve any Additional
Assurance Request by mutual agreement with the requesting
Subsequently Identified Utility Company, without further order of
the Court.  Moreover, in connection with any agreement reached,
the Debtors intend to provide a Subsequently Identified Utility
Company with additional adequate assurance of future payment,
including, but not limited to, cash deposits, prepayments and
other forms of security, without further Court order.

If the Debtors determine that a timely received Additional
Assurance Request is not reasonable, and absent an alternative
resolution with the Subsequently Identified Utility Company during
the Resolution Period, the Debtors will seek the Court's
determination of the adequacy of the assurances of payment during
a hearing, pursuant to Section 366(c)(3) of the Bankruptcy Code.

Pending determination relating to the Request, the Debtors ask the
Court to prohibit any Subsequently Identified Utility Company from
altering, refusing, or discontinuing service to the Debtors on
account of unpaid charges for prepetition services, the chapter 11
cases, or any objections to the adequacy of the Proposed Adequate
Assurance.

The Proposed Adequate Assurance will be deemed adequate assurance
of payment for any Subsequently Identified Utility Company that
fails to make a timely Additional Assurance Request.

Mr. Galardi relates that if the Utility Companies refuse or
discontinue the Utility Services, even for a brief period, the
Debtors' business operations would be severely disrupted.
Accordingly, the Proposed Adequate Assurance Procedures "balance
the protections afforded the Utility Companies under Section 366
of the Bankruptcy Code and the Debtors' need for continuous and
uninterrupted Utility Services," Mr. Galardi points out.

                        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: Sec. 341 Meeting of Creditors Set for December 2
-----------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will
convene a meeting of the creditors of CIT Group, Inc., and CIT
Funding Company of Delaware LLC, on December 2, 2009, at
2:00 p.m., prevailing Eastern Time., at 80 Broad Street, 4th
Floor, in New York.

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

Attendance by the Debtor's creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtor's representative under
oath about the Debtor's financial affairs and operations that
would be of interest to the general body of creditors.

                        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: Summary of Prepackaged Chapter 11 Plan
-------------------------------------------------
CIT Group Inc. and CIT Funding Company of Delaware LLC, submitted
to the U.S. Bankruptcy Court for the Southern District of New York
a notice -- for distribution to the creditors in the Chapter 11
cases -- embodying the terms of their Prepackaged Plan of
Reorganization.  In summary, the Plan contemplates these
exchanges, pursuant to which:

  (i) holders of Canadian Senior Unsecured Note Claims will
      receive their pro rata share of Series B Notes, equal to a
      distribution in the amount of 100% of that holder's
      Allowed Canadian Senior Unsecured Note Claim if that Class
      7 votes to accept the Plan;

(ii) electing Long-Dated Senior Unsecured Note Claims and
      holders of Senior Unsecured Note Claims and, if Class 7
      does not vote to accept the Plan and the Plan is
      nonetheless confirmed, Canadian Senior Unsecured Note
      Claims on account of CIT Group Inc.'s guarantee of the
      Canadian Senior Unsecured Notes, will receive their pro
      rata share of (a) Series A Notes and (b) New Common
      Interests;

(iii) holders of Senior Unsecured Term Loans Claims and Senior
      Unsecured Credit Agreement Claims will receive their pro
      rata share of (a) indebtedness under credit facilities of
      Reorganized CIT on substantially the same terms as the
      Series A Notes in lieu of a distribution of Series A
      Notes, or Series A Notes, at each such holder's election,
      if those Classes vote to accept the Plan, or Series A
      Notes if those Classes do not vote to accept the Plan, and
      (b) New Common Interests; and

(iv) holders of Senior Subordinated Note Claims and Junior
      Subordinated Note Claims will receive specified
      percentages of New Common Interests if Class 12 and Class
      13 vote to accept the Plan, as applicable, and Contingent
      Value Rights, in full satisfaction and settlement of the
      Claims and Interests.

Moreover, the Plan contemplates the issuance of Contingent Value
Rights to holders of Senior Subordinated Note Claims, Junior
Subordinated Note Claims and Old Preferred Interests.  The Plan
also contemplates the Cash Collateralization of the Letter of
Credit Facility with JPMorgan Chase Bank, N.A.

Votes on the Plan were solicited prior to the Petition Date, with
these voting results:

Class     Description               Treatment
-----     -----------               ---------
Class 1   Other Priority Claims     Unimpaired.  Deemed to
                                     accept.
                                     Est. Recovery: 100%

Class 2   Other Secured Claims      Unimpaired.  Deemed to
                                     accept.
                                     Est. Recovery: 100%

Class 3   Other Unsecured Debt      Unimpaired.  Deemed to
          Claims and Guarantee       accept.
          Claims                     Est. Recovery: 100%

Class 4   Intercompany Claims       Unimpaired.  Deemed to
                                     accept.
                                     Est. Recovery: 100%

Class 5   General Unsecured Claims  Unimpaired.  Deemed to
                                     accept.
                                     Est. Recovery: 100%

Class 6   JPM L/C Facility Claims   Impaired.  Accepted.
                                     Est. Recovery: 100%

Class 7   Canadian Senior           Impaired.  Pending; voting
          Unsecured Note Claims      deadline is 11:59 p.m.
                                     (prevailing Eastern Time) on
                                     Nov. 5, 2009.
                                     Est. Recovery: 100%

Class 8   Long-Dated Senior         Entitled to vote.  Impaired
                                     if holders vote to accept
                                     the Plan; Unimpaired if
                                     holders reject or do not
                                     vote on the Plan.

                                     Pending; voting deadline is
                                     11:59 p.m. (prevailing
                                     Eastern Time) on Nov. 13,
                                     2009.

Class 9   Senior Unsecured          Impaired.  Accepted.
          Note Claims                Est. Recovery: 94.2%

Class 10  Senior Unsecured          Impaired.  Accepted.
          Term Loan Claim            Est. Recovery: 94.2%

Class 11  Senior Unsecured          Impaired.  Accepted.
          Credit Agreement Claims    Est. Recovery: 94.2%

Class 12  Senior Subordinated       Impaired.  Accepted.
          Note Claims                Est. Recovery: 50%

Class 13  Junior Subordinated       Impaired.  Accepted.
          Note Claims                Est. Recovery: 15.4%

Class 14  Subordinated              Impaired.  Deemed to reject.
          510(b) Claims              Est. Recovery: 0%

Class 15  Old Preferred Interests   Impaired.  Deemed to reject.
                                     Est. Recovery: 0%

Class 16  Old Common Interests      Impaired.  Deemed to reject.
                                     Est. Recovery: 0%

Class 17  Old Delaware              Unimpaired.  Deemed to
          Funding Interests          accept.
                                     Est. Recovery: 100%

Class 18  Other Equity              Impaired.  Deemed to reject.
          Interests, if any          Est. Recovery: 0%

The Debtors believe that through the Plan, holders of Allowed
Claims will obtain a substantially greater recovery from the
Debtors' estates than the recovery they would receive if the
Debtors filed Chapter 11 petitions without prior approval of the
Plan by a majority of their creditors, or if the Debtors filed for
Chapter 7 protection.  The Plan will afford the Debtors the
opportunity and ability to continue their business as viable going
concerns and preserve ongoing employment for their employees, the
Debtors aver.

A combined hearing to consider the adequacy of the Disclosure
Statement and confirmation of the Plan is scheduled for
December 8, 2009, at 11:00 a.m. (prevailing Eastern time).

Any objections to the approval of the Disclosure Statement,
adequacy of the Disclosure Statement, or confirmation of the Plan
must be filed so as to be actually received no later than
4:00 p.m. (prevailing Eastern Time) on December 1, 2009.

           Board of Directors of Reorganized CIT

Upon the Effective Date of the proposed Plan, the Board of
Directors of CIT Group Inc. will be comprised of 13 members,
consisting of:

  * five individuals who were serving as directors on
    November 1, 2009;

  * four nominees proposed to the Nominating and Governance
    Committee of the Board of CIT by the Steering Committee of
    Lenders;

  * three nominees proposed to the Nominating and Governance
    Committee of the Board of CIT by CIT noteholders owning more
    than 1% of the aggregate outstanding principal amount of
    outstanding CIT bonds and unsecured bank debt claims; and

  * CIT's Chief Executive Officer.

The deadline for the One-Percent Holders to propose a Debtholder
Nominee is 4:00 p.m. (prevailing Eastern Time) on November 20,
2009.  Any One-Percent Holder that desires to propose a Debtholder
Nominee should contact CIT Group Inc.; and the Debtors' counsel.
Any One-Percent Holders proposing a Debtholder Nominee will be
required to (i) certify that as of October 29, 2009 such One-
Percent Holders held more than 1% of the outstanding bonds and
unsecured bank debt claims of CIT, and (ii) provide, on a
confidential basis, a list of such One-Percent Holders' holdings.

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

                        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: Gets Nod to Maintain Prepetition Employee Programs
-------------------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC,
sought and obtained interim authority from the Court
to pay, in their discretion, any obligations arising under the
Employee Programs, which were accrued or earned but unpaid as of
the Petition Date; provided that payments with respect to Employee
compensation will not exceed $10,950 per individual Employee.

The Debtors also sought and obtained interim confirmation from the
Court of their right to continue each of the Employee Programs in
the ordinary course of business during the Chapter 11 cases to the
extent that the Employee Programs were in effect immediately prior
to the Petition Date.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, asserted that the Debtors' success in their
bankruptcy cases hinges in large part on the morale and continued
efforts of the Employees.  Through the payment of the Prepetition
Employee Obligations, the Debtors seek to motivate and encourage
the Employees to continue to support the Debtors' restructuring
efforts, he said.

The Employee Programs include, without limitation these plans,
programs, policies and agreements:

  (A) Wages, salaries, ordinary course holiday and vacation pay,
      sick leave pay and other accrued compensation, consisting
      of (i) an estimated accrued but unpaid amount of $2
      million for the Debtors' Employees; and (ii) less than
      $5,000 in outstanding checks to Employees, as of Oct. 31,
      2009.  The amount owed to any Employee on account of wages
      and salaries does not exceed $10,950 for the pay period
      ending November 3, 2009.

  (B) Other Compensation for Paid Time Off policies, overtime
      pay, reimbursement of business, travel, educational,
      relocation, and other reimbursable expenses, as well as
      Ordinary Course Severance Programs, on which the Debtors
      are currently obligated to pay approximately $3.2 million
      in severance to their Employees terminated prior to the
      Petition Date.  Payments of approximately $825,000,
      $192,000, and $192,000 will become due during the months
      of November and December 2009, and January 2010.

  (C) Bonus and Incentive Programs, for which the Debtors have
      accrued approximately $19 million as of October 31, 2009,
      in unpaid Discretionary Bonuses.

  (D) Employee Benefit Plans, consisting of (i) medical, vision,
      COBRA insurance, and prescription drug coverage, (ii)
      dental insurance, (iii) flexible spending accounts, (iv)
      an employee assistance program, (v) life and accidental
      death and dismemberment insurance, (vi) disability
      benefits, and (vii) miscellaneous other benefits.

  (E) Savings and Retirement Plans, consisting of:

      * The CIT Group Inc. Savings Incentive Plan, or the 401(k)
        Plan managed by Fidelity Investments, which costs the
        Debtors approximately $170,000 a month for employer
        contributions on behalf of their Employees.  The Debtors
        also offer Flexible Retirement Contribution under the
        401(k) Plan, which costs them approximately $70,000
        annually in employer contributions.

      * The CIT Group Inc. Retirement Plan, which the Debtors
        fund $28.8 million annually

      * New Executive Retirement Plan, which is designed to
        provide company-funded retirement annuity to
        participants, costing the Debtors approximately $357m00
        per month on account of 34 Employees or spouses.  The
        Debtors are also required to make a lump sum payment to
        one former Employee in the amount of $810,000 in mid-
        November 2009.

      * The Supplemental Retirement Plan, which is a non-
        qualified plan designed to provide retirement benefits
        mirroring those provided under the Retirement Plan for
        compensation in excess of applicable limits imposed by
        the Internal Revenue Service.  The Debtors' unfunded
        liability as of the Petition Date is approximately
        $4.9 million.

      * The Supplemental Savings Plan is a legacy arrangement
        that covers certain existing Retirement Plan
        participants who opted to remain under the Retirement
        Plan's "traditional plan" formula.  There are currently
        three Debtor Employee participants in the SSP, with an
        unfunded liability of approximately $50,000.

      * The Deferred Compensation Plan offers certain senior
        executives the opportunity to defer payment of a portion
        of their base salary and incentive compensation as a
        means of saving for retirement or other purposes.
        Approximately nine of the Debtors' Employees currently
        participate in the DCP with an aggregate balance of
        approximately $3,000,000.  Payments under the DCP are
        due to be paid in December 2009 and the first quarter of
        2010.

  (F) Benefits to Retirees, consisting of:

      * Retiree Welfare Plans that provide life, medical and
        dental insurance benefits pursuant to several different
        retiree plans through United Healthcare Insurance
        Company and Prudential Life Insurance.  Medical and
        dental insurance under the Retiree Benefit Plans for
        both the Debtors and their non-Debtor affiliates costs
        approximately $400,000 per month, while life insurance
        costs approximately $37,000 per month.

  (G) Other Benefits, which include:

      * The Transportation Reimbursement Incentive Plan and
        Dependent Flexible Spending Account benefits
        administrated by ADP, Inc., for which the Debtors remit
        Employee contributions totaling approximately $90,000
        per month.

      * Tuition Reimbursement Program, through which all full-
        time employees are eligible to receive a maximum of
        $7,500 in tuition reimbursement per calendar year for
        undergraduate coursework or programs.  All full-time
        Employees are eligible to receive a maximum of $10,000
        per calendar year in tuition reimbursement payments for
        graduate coursework or programs.

In order to efficiently deliver Employee Benefits, the Debtors
contract with several vendors or Benefit Administrators.  The
Benefit Administrators include, among others, Buck Consulting for
Retirement Administration, Focused Health, Staywell, TALX and
Mercer.  Specifically, the Debtors pay administrative fees for the
Medical Plans, Dental Plan, Flex Benefits, and COBRA for the
Debtors' Employees cost the Debtors approximately $150,000 per
month.

In conjunction with the Debtors' continuation of their Employee
Programs, the Debtors sought and obtained interim Court authority
to:

  -- continue to pay fees for the Benefit Administrators on a
     postpetition basis, including any claims for prepetition
     services rendered by those Administrators and any claims
     for reimbursement based on any prepetition disbursements
     made by the Benefit Administrators on behalf of the
     Debtors;

  -- continue to use the services and pay their third-party
     payroll vendor ADP, Inc., with an estimated monthly
     cost of $79,000 for services of related to payroll
     processing and Human Resource Information Systems; and

  -- to pay any outstanding amounts owed to Adecco Group that
     supplies the Debtors with staff workers that are necessary
     for the Debtors' business and continue the Employee
     Benefits postpetition.  The Debtors pay the Master Temp
     Agency and the Other Temp Agencies approximately $2,000,000
     a month.

The Court, at the Debtors' behest, authorizes and directs banks to
(i) receive, process, honor and pay all of the Debtors'
prepetition checks and fund transfers on account of any
Prepetition Employee Obligations, and (ii) issue new postpetition
checks or effect new postpetition fund transfers on account of the
Prepetition Employee Obligations to replace any prepetition checks
or fund transfer requests that may be dishonored or rejected.

Mr. Galardi averred that payment of the Employee Withholdings or
payment of garnished wages will not prejudice the Debtors' estates
because those Withholdings are held in trust for the benefit of
the related payees and, thus, do not constitute property of the
Debtors' estates under Section 541 of the Bankruptcy Code.

With respect to both Employees of the Debtors and the non-Debtors,
until the earlier of confirmation of the Plan of Reorganization or
further order of the Court, the Debtors are not authorized to make
any payments related to the Guaranteed Bonuses, the Discretionary
Bonuses, the Employee Severance Plan, the Legacy Severance Plan,
the NERP, the Supplemental Plan, the SSP, or the DCP.  The Debtors
are also not authorized to make further contributions into the
Retirement Plan until the earlier of confirmation of the Plan.

The Debtors are authorized to pay (i) all local, state and federal
withholding and payroll-related taxes, and (ii) third parties and
all amounts for garnishments, benefit plans, insurance programs,
and other similar programs.  The Debtors are also authorized to
continue each of the Retired Employee Benefits.

A hearing will be held on November 23, 2009, to consider final
approval of the request.  Objections are due November 19.

                        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: Wants to Pay Vendors in Ordinary Course
--------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC,
contend that a fundamental aspect of their efforts to minimize
disruption during their Chapter 11 cases is their ability to
maintain the many relationships with parties who supply them
with goods and services to the Debtors, which are critical to the
continued operation of the Debtors' businesses during and after
their bankruptcy cases.

By this motion, the Debtors seek the Court's authority, but not
direction, to pay, as they come due in the ordinary course of
business, the unimpaired prepetition ordinary course claims of
providers and vendors of goods and services who agree to continue
to provide their goods and services on the customary credit terms
that existed within 120 days prior to the Petition Date, or on
other terms and conditions as are acceptable to the Debtors.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, explains that the Ordinary Course Claims may
include, but are not limited to, claims of the Debtors':

  (i) providers of supplies, equipment and services necessary to
      the Debtors' business operations;

(ii) advertisers;

(iii) rent and utility service providers;

(iv) external data and technology support service providers;

  (v) consultants, legal advisors, except for those
      professionals subject to filing fee applications, and
      auditors that are not addressed in other first day
      motions; and

(vi) other general operational expenses.

Based on the Debtors' books and records, the Debtors estimate that
the total amount of Ordinary Course Claims to be paid to the
Vendors will be approximately $20 million dollars, Mr. Galardi
discloses.

The Debtors propose that all payments be subject to these
conditions:

  (1) The Debtors, in their sole discretion, will determine
      which Ordinary Course Claims.

  (2) A creditor that accepts payment is deemed to have
      agreed to continue to provide goods and services to the
      Debtors -- on terms that are as good or better than the
      customary terms and conditions, including credit terms,
      that existed 120 days prior to the Petition Date -- during
      the pendency of the Chapter 11 cases.

  (3) If a creditor accepts payment and thereafter does not
      continue to provide goods and/or services on the Customary
      Terms, then (i) any payment on a prepetition Claim
      received by that creditor will be deemed to be an
      unauthorized voidable postpetition transfer under Section
      549 of the Bankruptcy Code, and recoverable by the Debtors
      in cash upon written request.  Upon recovery by the
      Debtors, the Prepetition Claim will be reinstated as if
      the payment had not been made.

  (4) A creditor may contest if the Debtors seek to recover a
      payment from it due to a discontinued provision of goods
      and services to the Debtors on at least the Customary
      Terms during the pendency of the Chapter 11 cases.

  (5) Prior to making a payment to satisfy an Ordinary Course
      Claim, the Debtors may, in their absolute discretion,
      settle all or some of the prepetition claims of a creditor
      for less than their face amount without further notice or
      hearing.

In order to effectuate the purposes of their request, the Debtors
also ask the Court to authorize and direct all banks and other
financial institutions to receive, process, honor, and pay any and
all checks, drafts, wires or automated clearing house transfers
issued or presented prior to or after the Petition Date, upon
reliance on the representations of the Debtors as to which
Disbursements are authorized to be paid.

Mr. Galardi clarifies that the Debtors are not seeking to give
priority to so-called "critical vendors."  Rather, the Debtors are
seeking to pay the Vendors' Ordinary Course Claims consistent with
and in the spirit of the Prepackaged Plan of Reorganization, which
proposes to pay those holders in full.  Furthermore, until the
Court approves the Debtors' request on a final basis, the Debtors
seek the authority to pay up to $10 million in Ordinary Course
Claims.

Mr. Galardi reiterates that payment of the Ordinary Course Claims
in the ordinary course of business will not affect relative
distributions to creditors under the Plan, because the Plan
provides for the payment in full of all General Unsecured Claims.

According to Mr. Galardi, payment of the Ordinary Course Claims
under Section 363(b) of the Bankruptcy Code mitigates certain
risks to the Debtors' business, and is necessary to preserve their
ability to continue their operations without interruption.

"Any short term disruption could generate instability and would
damage the "business as usual" message on which the [Plan] is
predicated and undermine the Debtors' efforts to repair customer
confidence," Mr. Galardi tells Judge Gropper.

                        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)


CITADEL BROADCASTING: Says It May Have to File for Chapter 11
-------------------------------------------------------------
Citadel Broadcasting Corp. reported a net loss of $21.25 million
on total revenues of $183.8 million for three months ended Sept.
30, 2009, compared with a net income of $27.99 million on net
revenue of $213.89 million during the same period in 2008.

On June 12, 2007, Citadel Broadcasting, to effectuate a merger
with The Walt Disney Company unit ABC Radio Holdings, Inc.,
entered into a new credit agreement with several lenders to
provide debt financing to the Company in connection with the
payment of a special distribution on June 12, 2007 immediately
prior to the closing of the Merger in the amount of $2.4631 per
share to all pre-merger holders of record of Company common stock
as of June 8, 2007, the refinancing of Citadel Broadcasting's
existing senior credit facility, the refinancing of the ABC Radio
Debt and the completion of the Merger.  This senior credit and
term agreement provided for $200 million in revolving loans
through June 2013, $600 million term loans maturing in June 2013
("Tranche A Term Loans"), and $1,535 million term loans maturing
in June 2014 ("Tranche B Term Loans").  The Senior Credit and Term
Facility contains certain financial and nonfinancial covenants.

On March 26, 2009, the Company entered into the Fourth Amendment
to the Senior Credit and Term Facility, dated as of June 12, 2007,
as previously amended, among the Company and several lenders.  The
Fourth Amendment modified various terms of the Senior Credit and
Term Facility, including suspending certain financial covenants
through 2009 while imposing new monthly covenants for 2009.  As of
September 30, 2009, the balance outstanding under the Senior
Credit and Term Facility was $2,056.2 million.  As of September
30, 2009, the Company was in compliance with the terms of the
Senior Credit and Term Facility and expects to remain in
compliance with these terms through 2009. However, the Fourth
Amendment added additional covenants for 2010, which the Company
does not expect to meet.  The Fourth Amendment requires the
Company to have at least $150 million of available cash as of
January 15, 2010 and that the remaining convertible subordinated
notes be amended by January 15, 2010 to provide for a maturity
date on or after September 30, 2014, among other things.

Additionally, as of the quarter ended March 31, 2010, the Company
would be required to comply with the financial leverage covenant
required prior to the Fourth Amendment under section 13.1 of the
Senior Credit and Term Facility at a rate of 7.75 to 1.0, reducing
to 7.25 to 1.0 on June 30, 2010, and further reducing to 6.75 to
1.0 on December 31, 2010.  The Fourth Amendment also requires that
if the Company's cash exceeds $30,000,000 at any time, then the
Company must put the amount in excess of $30,000,000 into a cash
collateral account for the benefit of the Company's lenders.  The
Company will not have access to the cash collateral account to
operate its business, fulfill its obligations, or to otherwise
meet its liquidity needs without the consent of the lenders.  As
of September 30, 2009, approximately $4.0 million of Excess Cash
is included in prepaid expenses and other current assets on the
Company's accompanying consolidated condensed balance sheet.

"Based on the current economic conditions and capital markets, the
Company does not expect to meet its covenant requirements under
the Senior Credit and Term Facility as of January 15, 2010.  In
May 2009, the Company hired a financial advisor to assist in the
evaluation of the Company's financial options, including a
possible refinancing and restructuring of its capital structure
and debt," Citadel said in its Form 10-Q filed with the Securities
and Exchange Commission.

"The Company is currently in discussions with its lenders
regarding this matter, including the possibility of seeking relief
through a Chapter 11 filing under the U.S. Bankruptcy Code;
however, there can be no assurance that any definitive agreement
shall be reached.  As of September 30, 2009, discussions with
lenders were ongoing, and they remain ongoing as of the filing of
the report in which these financial statements appear.  Should the
Company default under our Senior Credit and Term Facility and
under the terms of our convertible subordinated notes, our
indebtedness may be accelerated, we would not be able to satisfy
these obligations, and the Company would likely need to seek
relief through a Chapter 11 filing under the U.S. Bankruptcy
Code."

A copy of the third quarter report filed on Form 10-Q is available
for free at http://researcharchives.com/t/s?48e9

                    About Citadel Broadcasting

Citadel Broadcasting Corporation is the third largest radio
broadcasting company in the United States based on net
broadcasting revenue.  The Company owns and operates radio
stations and holds Federal Communications Commission licenses in
27 states and the District of Columbia.  In addition to owning and
operating radio stations, the Company also owns and operates
Citadel Media, which was formerly identified as ABC Radio Network,
which produces and distributes a variety of news and news/talk
radio programming and formats.  The Radio Network is a leading
radio network and syndicator with approximately 4,000 station
affiliates and 8,500 program affiliations.

The Company has assets of $1.40 billion against debts of $2.48
billion as of Sept. 30, 2009.


CLEM CARINALLI: Can Sell 2 Assets; Faces Fraud Allegations
----------------------------------------------------------
Nathan Halverson at The Press Democrat reports that Clem Carinalli
has sought and secured approval from U.S. Bankruptcy Judge Alan
Jaroslovsky to sell two assets for a combined $3.45 million -- a
property at 2425 Mendocino Avenue that houses City Life Community
Center for $2.75 million, with some of that money going to pay the
real estate broker and a bank that loaned money on the property;
and a 50% stake in the vineyard land and buildings that house De
La Montanya Winery, priced at $700,000.

Meanwhile, Mr. Carinalli, according to The Press Democrat, has
amended his bankruptcy documents to indicate that he has $196
million in assets, an increase of $12 million from the original
amount disclosed.  The Press Democrat states that Mr. Carinalli
also subtracted $5 million from his total debts, now at
$191 million.

         SSU Foundation Might Have to Return Loan Payment

Sonoma State University executives had previously stated that the
seven loans made to Mr. Carinalli were secured with property,
including the two that were outstanding as of this spring.  Citing
SSU spokesperson Susan Kashack, The Press Democrat states that
executives initially thought the loan was secured but discovered
sometime between June 30 and July 9 that it was not.  According to
the report, Ms. Kashack said, "As soon as we discovered that, we
contacted Mr. Carinalli.  He subsequently paid off the loan."  The
report says that under bankruptcy law, the SSU foundation might
have to return the $232,500 if it is determined that it received
preferential treatment.  Ms. Kashack said that the foundation
might have to take out a loan to come up with the money that would
go back into Mr. Carinalli's bankrupt estate, the report states.
SSU wasn't pursuing why the loan was unsecured and "we don't have
any plans to pursue legal actions against Mr. Carinalli," the
report quoted Ms. Kashack as saying.

Mr. Carinalli, The Press Democrat relates, will be in court again
on November 23 for a hearing on plans to use cash received from
his rental properties.

                         Fraud Allegations

The Press Democrat reports that Mr. Carinalli is being accused of
fraud by lenders, who claimed that he used loan documents that
inflated the value of properties and overstated his own fortune,
increasing the amount of money he was able to borrow.  According
to The Press Democrat, Mr. Carinalli failed to repay the loans and
it left Napa Community Bank and the pension fund of a Santa Rosa
lumber company holding rights to land that is valued at a fraction
of its value at the time Mr. Carinalli borrowed the money.  The
Press Democrat says that Napa Community Bank and a group of
investors, including Mead Clark Lumber Co., claimed that lenders
were intentionally misled when they sank a combined $5 million
into two land deals in 2006 and 2007.  "I don't believe I've
created any fraud or done anything wrong," the report quoted Mr.
Carinalli as saying.

Kevin McCallum at The Press Democrat adds that investors were
unaware that Mr. Carinalli had steered their millions into the
hands of convicted swindler Jay Soderling.  According to The Press
Democrat, the Soderling loans are a small portion of the
$165 million Mr. Carinalli owes creditors.

                         About Clem Carinalli

The U.S. Bankruptcy Judge Alan Jaroslovsky converted the Chapter 7
liquidation case of Clem Carinalli and his wife, Ann Marie, into
Chapter 11 reorganization, at the behest of the Debtors.  As
reported by the TCR on September 17, 2009, a group of investors
claiming that they are owed almost $1 million by Mr. Carinalli
filed a petition to force him into Chapter 7 bankruptcy in the
U.S. Bankruptcy Court in Santa Rosa.  Mr. Carinalli owes creditors
some $150 million.  Exchange Bank President William Schrader said
that the involuntary bankruptcy could delay loan payments to the
bank and other institutions.  Mr. Carinalli said that he was
hoping to avert bankruptcy and instead negotiate privately with
investors, as that would increase the odds of paying creditors
back.  Mr. Carinalli hired debt restructuring consultant Steve
Huntley to negotiate with creditors.


COEUR D'ALENE MINES: S&P Raises Rating on Senior Notes to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue-
level rating on Coeur D'Alene Mines Corp.'s (B-/Positive/--)
senior unsecured notes due 2024 and 2028 to 'B-' (the same as the
corporate credit rating) from 'CCC+'.  At the same time, Standard
& Poor's revised the recovery rating on the notes to '4' from '5',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.

The upgrade of the issue-level rating follows S&P's latest
assessment of the company's net enterprise value using its
recovery rating methodology.  Factoring in the combination of the
value S&P believes is now attributable to the fully permitted
Kensington mine and the improved reserve profile at Palmarejo, the
company's net enterprise value at the time of default will likely
be higher than S&P previously expected.

S&P's revised recovery ratings also incorporate the impact of the
company's new $45 million term loan facility at its Coeur, Alaska,
subsidiary as well as the proposed revolving credit facilities,
totaling $30 million, at the Mexican subsidiary.  It is S&P's
understanding that these facilities are secured obligations of the
respective subsidiaries.  Therefore, S&P has considered these
facilities to constitute priority debt within the capital
structure relative to the company's existing senior unsecured
obligations, including the notes due 2024 and 2028.

The ratings on Idaho-based Coeur D'Alene Mines Corp. reflect the
company's vulnerable business risk profile as a small, capital-
intensive precious metal company with a modest scope of
operations.  The ratings are also based on the company's political
and environmental risks, relatively high-cost operations, and
exposure to volatile precious metal prices.

                           Ratings List

                     Coeur D'Alene Mines Corp.

           Corporate credit rating        B-/Positive/--

                          Ratings Raised

                     Coeur D'Alene Mines Corp.

                                         To         From
                                         --         ----
          Senior unsecured notes         B-         CCC+
           Recovery rating               4          5


COHARIE HOG FARM INC: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Coharie Hog Farm, Inc.
        300 Westover Road
        Clinton, NC 28328

Case No.: 09-09737

Chapter 11 Petition Date: November 6, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Terri L. Gardner, Esq.
                  Nelson Mullins Riley & Scarborough, LLP
                  4140 Parklake Avenue, Suite 200
                  Raleigh, NC 27612
                  Tel: (919) 329-3882
                  Fax: (919) 329-3799
                  Email: terri.gardner@nelsonmullins.com

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

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

The petition was signed by Dennis D. Rippe, the company's chief
restructuring officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Adm. Animal Health                                $113,274
& Nutrition

AG Provision LLC                                  $148,567
c/o G. Thompson

Ajinomoto Heartland LLC                           $106,062

Bunge North America (East)                        $348,792
c/o Connie Brown
Post Office Box 789300
Saint Louis, MO 63179

Cargill Incorporated                              $172,737
c/o Adam Thompson

Daniel Hall                                       $125,235

Derrick Russ                                      $117,345

Doug Hill                                         $145,460

Evans & Sons Inc.                                 $105,447

Griffin Industries, Inc.                          $152,310

Ivey Farms                                        $164,781

M.N. Herndon & Sons                               $113,526
Farms Inc.

Newsham Choice Genetics                           $307,345
c/o James Flood
5058 Grand Ridge Drive,
Suite 200
West Des Moines,
IA 50265

Oran Young                                        $172,401

Ray Sutton                                        $93,455

Samsppon County Tax                               $180,821
c/o G. Spell

Stephen Grady, Jr.                                $133,535

Steve Grady                                       $125,192

Swinging Tail Cattle Co                           $163,194

William Stephens                                  $130,705


COMFORCE CORP: Posts Lower Q3 2009 Net Income of $1,056,000
-----------------------------------------------------------
COMFORCE Corporation reported lower net income of $1,056,000 for
the three months ended September 27, 2009, from net income of
$1,347,000 for the quarter ended September 28, 2008.  COMFORCE
posted lower net income of $1,810,000 for the nine months ended
September 27, 2009, from net income of $3,938,000 for the same
period ended September 28, 2008.

COMFORCE booked net sales of services of $139,710,000 for the
three months ended September 27, 2009, from net sales of services
of $149,435,000 for the quarter ended September 28, 2008.  The
Company recorded net sales of services of $419,428,000 for the
nine months ended September 27, 2009, from net sales of services
of $452,401,000 for the nine-month period ended September 28,
2008.

As of September 27, 2009, COMFORCE had $178,254,000 in total
assets, including $3,819,000 in cash and cash equivalents, against
$180,030,000 in total liabilities, resulting in $1,776,000 in
stockholders' deficit.

John Fanning, Chairman and CEO of COMFORCE commented, "We had
indicated that 2009 would be a demanding year and it has been.
However we believe our results, albeit not at the level we would
like, demonstrate the flexibility of our management team, the
validity of our business plan and our commitment to containing
costs, even as we look to grow our business.  We were pleased to
report a sequential improvement in PRO's revenues of 2.6% over the
second quarter."

Mr. Fanning continued, "We, like other companies in our industry,
are continuing to be negatively impacted by the current economic
environment and weak labor markets.  Even though the rate of job
losses has decreased in recent months, job losses continue and we
still have no visibility as to when this might translate into a
real recovery in our business.

"[Last] week, we announced that COMFORCE has amended our revolving
credit facility to extend our maturity date from July 2010 to
November 2012.  The confidence our bankers have shown in our
management team validates our business plan and financial
discipline."

Mr. Fanning concluded "We remain confident in COMFORCE's prospects
and we continue to work to weather the current environment and to
position COMFORCE for future growth as the economy improves."

                   Convertible Related Party Note

The Company's 8.0% Subordinated Convertible Note due December 2,
2009, is convertible into common stock at $1.70 per share (or, in
certain circumstances, into a participating preferred stock which
in turn would be convertible into common stock at the same
effective rate).  The holder of the Convertible Note is a related
party, Fanning CPD Assets, LP, a limited partnership in which John
C. Fanning, the Company's chairman and chief executive officer,
holds an 82.4% economic interest.

The Company intends to repay the Convertible Note in cash on its
maturity date on December 2, 2009, using funds available under the
Company's revolving line of credit.

Under the terms of the Convertible Note, interest is payable
either in cash or in-kind at the Company's election.  Debt service
costs associated with the Convertible Note have been satisfied
through additions to principal through June 1, 2009 (the most
recent semi-annual interest payment date).  Additional principal
is convertible into common stock on the same basis as other
amounts outstanding under the Convertible Note, which provides for
conversion into common stock at the rate of $1.70 per share.  As a
result of its election to pay interest in-kind under the
Convertible Note, the Company recognized beneficial conversion
features of $14,000 during 2008, which resulted in an increase in
deferred financing costs and paid-in capital.  There were no
beneficial conversion features recorded in 2009 since the
conversion price of $1.70 was greater than the closing price on
the in-kind interest payment date.  The Convertible Note may be
prepaid in whole or in part, provided that the market value of the
Company's common stock exceeds $2.13 per share for a specified
period of time.  The holder has 10 days to convert the Convertible
Note following notice of prepayment.

                      Revolving Line of Credit

At September 27, 2009, COMFORCE, COMFORCE Operating, Inc., and
various of their operating subsidiaries, as co-borrowers and
guarantors, were parties to a Revolving Credit and Security
Agreement with PNC Bank, National Association, as a lender and
administrative agent, and other financial institutions
participating as lenders to provide for a revolving line of credit
with available borrowings based, generally, on 87.0% of the
Company's accounts receivable aged 90 days or less, subject to
specified limitations and exceptions.

COI is a wholly owned subsidiary of COMFORCE formed for the
purpose of facilitating certain of the Company's financing
transactions in November 1997.

On November 2, 2009, the PNC Credit Facility was amended and
restated, and various terms were modified.  The term was extended
from July 24, 2010 to November 2, 2012, and, at the Company's
request, the maximum availability under the facility was reduced
from $110.0 million to $95.0 million.

In addition, reflective of current credit markets, the interest
rate was increased.  Prior to the effective date of the amendment,
borrowings bore interest, at the Company's option, at a per annum
rate equal to (1) the higher of the federal funds rate plus 0.5%
or the base commercial lending rate of PNC as announced from time
to time, or (2) LIBOR plus a specified margin, ranging from 1.5%
to 2.5% based upon the Company's fixed charged ratio.  Beginning
on the effective date of the amendment, the existing as well as
new borrowings under the PNC Credit Facility bear interest, at the
Company's option:

     -- for loans denominated as domestic rate loans, at a per
        annum rate equal to 1.75% plus the highest of:

        (1) the federal funds open rate plus 0.5%,
        (2) the base commercial lending rate of PNC as announced
            from time to time, or
        (3) one-month LIBOR, as published each business day in The
            Wall Street Journal, adjusted to take into account any
            changes in the Federal Reserve requirements for bank
            eurocurrency fundings, plus 1.0%; or

     -- for loans denominated as eurodollar rate loans, at a per
        annum rate equal to 2.75% plus the higher of:

        (1) LIBOR, as it appears at a specified time each business
            day on Bloomberg Page BBAM1, adjusted to take into
            account any changes in the Federal Reserve
            requirements for bank eurocurrency fundings, or

        (2) 1.50%.

The PNC Credit Facility also provides for a commitment fee of
0.375% (0.25% prior to the effective date of the amendment) of the
unused portion of the facility.  The obligations under the PNC
Credit Facility are collateralized by a pledge of the capital
stock of certain operating subsidiaries of the Company and by
security interests in substantially all of the assets of the
Company.  The PNC Credit Facility contains various financial and
other covenants and conditions, including, but not limited to, a
prohibition on paying cash dividends and limitations on engaging
in affiliate transactions, making acquisitions and incurring
additional indebtedness.  The PNC Credit Facility also limits
capital expenditures to $6.0 million annually.

Under the PNC Credit Facility, the Company had outstanding
$3.8 million of standby letters of credit, principally as security
for the Company's obligations under its workers compensation
insurance policies and had remaining availability of $18.5 million
as of September 27, 2009 based upon the borrowing base as defined
in the loan agreement.

The Company was in compliance with all financial covenants under
the PNC Credit Facility at September 27, 2009.

Members of the lending syndicate are:

     Lender                               Commitment Percentage
     ------                               ---------------------
     PNC Bank, National Association
     as Lender and Administrative Agent        52.631578947%

     Webster Business Credit Corporation
     as Documentation Agent and Lender         21.052631579%

     RBS Business Capital, a Division of
     RBS Asset Finance, Inc., as Lender        26.315789474%

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?48c8

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48c9

A full-text copy of the Amended and Restated Revolving Credit and
Security Agreement dated as of November 2, 2009 among the Company,
PNC Bank, National Association, as lender and administrative
agent, and other named lenders, is available at no charge at:

                http://ResearchArchives.com/t/s?48ca

                          About COMFORCE

Based in Woodbury, New York, COMFORCE Corporation (NYSE Amex: CFS)
provides outsourced staffing management services that enable
Fortune 1000 companies and other large employers to consolidate,
automate and manage staffing, compliance and oversight processes
for their contingent workforces.  The Company also provides
specialty staffing, consulting and other outsourcing services to
Fortune 1000 companies and other large employers for their
healthcare support services, technical and engineering,
information technology, telecommunications and other staffing
needs.  In addition, the Company provides funding and back office
support services to independent consulting and staffing companies.


COMSTOCK HOMEBUILDING: Annual Stockholders' Meeting on Dec. 15
--------------------------------------------------------------
The Annual Meeting of Stockholders of Comstock Homebuilding
Companies, Inc., will be held at 10:00 a.m., local time, on
December 15, 2009, at 11465 Sunset Hills Rd, Reston, Virginia, for
these purposes:

     1. To elect three directors to serve for a three-year term
        expiring at the 2012 Annual Meeting or until their
        successors are duly elected and qualified or until their
        earlier resignation or removal;

     2. To ratify the appointment of PricewaterhouseCoopers LLP as
        the independent registered public accounting firm of the
        Company's for the fiscal year ending December 31, 2009;
        and

     3. To transact such other business as may properly come
        before the meeting or any adjournment thereof.

Stockholders of record at the close of business on November 1,
2009, are entitled to notice of and to vote at the meeting.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?48ce

                Forbearance, Releases from M&T Bank

As reported by the Troubled Company Reporter on October 1, 2009,
Comstock Homebuilding entered a series of agreements with
Manufacturers Traders and Trust Company with respect to two
projects located in Virginia.  The projects, Belmont Bay located
in the Belmont Bay community in Woodbridge, Virginia, and Potomac
Square located in the Cascades community in Sterling, Virginia
originally had loans secured by the developments of $17.3 million
originated in October 2006 and $9.2 million originated in July
2004.  As a result of the agreements, the Belmont Loan, with a
current balance of $7.0 million will be released in its entirety
and the Cascades Loan, with a current balance of $1.1 million,
will be extended through January 31, 2011.

Under the terms of the agreements, M&T Bank agreed to release the
Company from its obligations and guarantees relating to the
Belmont Loan and the Company agreed to cooperate with M&T Bank
with respect to its foreclosure on the remaining portion of the
Belmont Bay Project which includes 19 partially completed
condominium units and 84 condominium building lots.  The Company
also entered into a non-interest bearing subordinated promissory
note in connection with the Belmont Loan in the amount of $496,000
with a three year maturity secured by the Cascades Project.

Further, under the terms of the agreements, M&T Bank agreed to
extend the maturity date of the Cascades Loan by forbearing on
enforcing its rights with respect to collection of the debt until
January 31, 2011.  All unpaid interest incurred prior to the
effective date plus a non-refundable $50,000 extension and
forbearance fee shall be added to the current principal amount due
of $1.1 million and shall be due at the new maturity date The
Company also agreed to commence current payment of interest due
M&T Bank related to the current principal balance of the Cascades
Loan. The Cascades Project contains a total of 191 condominium
units with the first phase of the Cascades Project (88 units)
being completed by the Company in 2007.

                    About Comstock Homebuilding

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

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


CORE MANUFACTURING: To Sell Assets to Esmark for $3.5 Million
-------------------------------------------------------------
Keith Gushard of the Meadville Tribune relates that portions of
Core Manufacturing Inc. will be sold to Esmark Inc. of Chicago for
$3.5 million, absent higher and better bids.

"The sale is as a going concern -- those businesses will continue
to operate and, hopefully, grow again as the economy continues to
improve, Mr. Gushard quoting Guy Fustine, the U.S. Bankruptcy
Court trustee handling the CORE Manufacturing case, as stating.

Mr. Fustine said bidding would start at $3.5 million and the next
bid would have to be $3.65 million plus the additional $100,000
for fees, Mr. Gushard relates.

CORE Manufacturing Inc. -- http://core-mfg.com/-- through its
affiliates designs and makes machining and plasting injection
molders.  The Company filed for bankruptcy in January 2009, citing
more than $17 million owed to creditors and vendors.


CROCS INC: Swings to $22,068,000 Net Income for Q3 2009
-------------------------------------------------------
Crocs Inc. swung to a net income of $22,068,000 for the three
months ended September 30, 2009, from a net loss of $147,980,000
for the same period in 2008.  For the nine months ended
September 30, 2009, Crocs booked lower net loss of $30,630,000
from a net loss of $150,374,000 for the same period a year ago.

Crocs booked revenues of $177,141,000 for the September 30, 2009
quarter from revenues of $174,187,000 for the same period a year
ago.  Crocs had $509,756,000 in revenues for the nine months ended
September 30, 2009, from revenues of $595,497,000 for the same
period a year ago.

As of September 30, 2009, Crocs had total assets of $442,973,000
against total liabilities of $150,329,000.

"Our third quarter results were driven by the continuing strength
of our consumer-direct businesses and the favorable effects of our
cost reduction programs," said John Duerden, President and Chief
Executive Officer.  "While we are encouraged by our top-line
growth and return to profitability in the quarter, the normal
seasonality of our business will make it difficult to maintain
profitability in the fourth quarter.  However, future wholesale
bookings for the spring 2010 line are strong in all regions. When
coupled with the launch of our new, targeted marketing programs,
this provides us with increased confidence that we will return to
profitability during 2010.  In the meantime, we will continue to
invest in the products, systems, processes and customer
relationships necessary to deliver the best long-term results."

In its Form 10-Q filing with the Securities and Exchange
Commission, Crocs said due to deteriorating economic conditions,
lessened demand for its products and difficulty marketing its
expanded product line, Crocs' sales moderated in the first half of
2008 and declined during the last half of 2008.  Crocs continued
to be affected by many of the same issues during the first nine
months of 2009.  The Company's total revenues declined 14.4%
during the nine months ended September 30, 2009, compared to the
same period in the previous year.  In 2008 and the first nine
months of 2009, the Company incurred various one-time cash and
non-cash restructuring and impairment costs as the Company took
steps to right-size its production and distribution capacity to be
more in line with demand for its product.  The Company said it may
incur additional losses through the remainder of 2009 and in the
future.

Crocs also said continued declines in revenues could have a
material adverse effect on the Company's operating results, cash
flow and its ability to raise capital.  The Company cannot fully
anticipate future conditions given the substantial uncertainties
in the credit markets and the economy in general. The Company may
have unexpected costs and liabilities including costs related to
further restructuring and right-sizing should that be necessary;
revenue and cash provided by operations may decline; economic
conditions may continue to weaken; and competitive pressures may
increase, resulting in difficulty maintaining adequate liquidity.

At September 30, 2009, the Company had $76.0 million in cash and
cash equivalents.  On August 3, 2009, the Company fully repaid its
remaining obligation on its revolving credit facility with Union
Bank of California, N.A., prior to its September 30, 2009 maturity
date.  The Revolving Credit Facility had an outstanding balance of
$17.3 million as of June 30, 2009.  The Revolving Credit Facility
was effectively terminated upon full repayment. The Company did
not incur any penalties for the early payment and termination of
the Revolving Credit Facility.

On September 25, 2009, the Company entered into a revolving credit
agreement with PNC Bank, N.A.  The Credit Agreement provides for
an asset-backed revolving credit facility of up to $30.0 million
in total.  Borrowings under the Credit Agreement may be used to
fund working capital needs and reimburse drawings under letters of
credit.  The Credit Agreement will provide the Company with
additional flexibility with respect to its ongoing cash needs.

The Company has an effective Form S-3 shelf registration statement
on file with the SEC to allow additional flexibility in exploring
financing options.  There can be no assurance that the Company
will be able to secure additional debt or equity financing and,
accordingly, the Company's liquidity and ability to timely pay its
obligations when due could be adversely affected.

As the Company continues to re-evaluate its operating plans for
2009 and beyond, it has undertaken certain restructuring and
right-sizing activities to address the potential for continued
decreases in revenues.  The Company's ability to continue as a
going concern is dependent upon achieving a cost structure which
supports the levels of revenues the Company is able to achieve.
There can be no assurance that any actions taken by the Company
will result in a return to profitability.

A full-text copy of Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?48cf

A full-text copy of Company's earnings release is available at no
charge at http://ResearchArchives.com/t/s?48d0

                          About Crocs Inc.

Based in Niwot, Colorado, Crocs Inc. (NASDAQ: CROX) designs and
sells a broad offering of footwear, apparel, gear and accessories
that utilize proprietary closed cell-resin, called Croslite.  The
Company sells Crocs-branded products throughout the U.S. and in
128 countries, through domestic and international retailers and
distributors and directly to end-user consumers through its
webstores, Company-operated retail stores, outlets and kiosks.


DAMIEN GILLIAMS: Files for Bankruptcy to Fend Off Foreclosure
-------------------------------------------------------------
Nadia Vanderhoof of TCPlam reports that Damien Gilliams made a
voluntary filing under Chapter 11 in the bankruptcy court, halting
a $1.85 million foreclosure sale on his Flagship Marina.

According to the court, several documents were missing from the
filing -- including a statement of financial affairs, payment
archives, a statement of Mr. Gilliam's monthly income and other
disclosures.  Mr. Gilliam's could be dismissed if he failed to
file the documents by November 20, Ms. Vanderhoof quoting papers
filed with the Court.

Leon Nichols represents the Mr. Gilliams, the report notes.

Damien Gilliams owns Flagship Marina.


DEL HARBOR: Moody's Assigns 'Ba1' Rating on $25 Mil. Revenue Bonds
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating and stable
outlook to the $25 million Revenue Bonds (Harbor Regional Center
Project), Series 2009, issued by Del Harbor Foundation through the
California Municipal Finance Authority for the benefit of Harbor
Regional Center.  Proceeds of the bonds will be used to finance
the purchase of office facilities for lease by the foundation to
the Harbor Regional Center, and to finance capitalized interest
through a portion of 2010, as well as to fund a debt service
reserve for the bonds.  The Ba1 rating reflects the high reliance
of HRC on funding from the State of California, currently with a
general obligation rating of Baa1.

                         Credit Strengths

* Essential services provided by HRC to over 10,000 clients and
  families in a service area of over 2 million, as evidenced by
  legal statute and state court decision which mandates provision
  of services.

* A history of strong financial support from the State of
  California for services, even in years when the state is
  experiencing budgetary stress.

* Satisfactory legal and structural elements of the lease,
  financing agreement and other bond documents with solid debt
  service coverage derived from lease revenues and lease payments
  flowing from HRC directly to the trustee.

* Debt service reserve funded at maximum annual debt service

                           Challenges

* High reliance on funding from the State of California (rated
  Baa1, stable), leaving HRC vulnerable to potential funding
  reductions or delays.

* Low placement of state payments to regional centers on state's
  ranking of "priority" and "non-priority" payments caused
  regional centers to receive IOUs in July 2009 and place regional
  centers at risk in possible future state cash crises.

* Risk of abatement of the lease (mitigated by rental interruption
  insurance).

* Thin cushion to absorb potential challenges given very modest
  financial resources.

                     Security For The Bonds

The security for the bonds is a security interest in the gross
revenues of the Del Harbor Foundation, which is primarily derived
from lease payments from Harbor Regional Center.  Essentially all
of HRC's revenues are contracted payments from the state for
services provided to the developmentally disabled population in
its service area.  HRC's service area includes over 20 cities
covering more than 125 square miles of the southwestern quadrant
of the County of Los Angeles.

The Series 2009 bonds are being issued by Del Harbor Foundation,
an affiliated support organization of HRC, which will purchase and
own two buildings that will be leased to HRC under the terms of a
30-year lease.  The bonds are secured by a deed of trust of the
buildings and security interest in the gross revenues of the
foundation, which is primarily derived from lease revenues from
Harbor Regional Center.  Lease revenues from HRC to the foundation
are secured through a pledge of gross revenues of the foundation,
which are essentially the lease revenues received from HRC.
Payments under the lease and financing agreements are to be made
directly from HRC to the Trustee.  There is a fully cash-funded
debt service reserve fund sized to maximum annual debt service,
and Del Harbor Foundation covenants in the Loan Agreement to
charge rents for the facility equal to at least 1.25 times maximum
annual debt service coverage.  The rents charged are designed to
provide over 1.7 times coverage or MADS.

          Essential Service Provided By Regional Centers

The essential nature of services provided by Harbor Regional
Center, as the sole agency under contract with the Department of
Developmental Services for state-funded services for the
developmentally disabled in HRC's service area, which includes
over 20 cities covering more than 125 square miles of the
southwestern quadrant of the County of Los Angeles, provides the
fundamental credit strength for the Ba1 rating, coupled with
expectations of continued financial support from the State of
California (rated Baa1, stable outlook).  In years of state
financial stress, the state has continued to appropriate money to
the regional centers without large cuts, due to the essential
nature of the services provided and the statutory mandate that the
state provide these services.  The state's budget for fiscal year
2010 contains growth of 1% in appropriations for regional centers.

The Lanterman Developmental Disabilities Services Act (Section
4500 et seq. of the Welfare and Institutions Code) is a state
statute which mandates the provision of services to persons with,
or at risk of having, a developmental disability throughout the
state.  A developmental disability is defined as mental
retardation, cerebral palsy, epilepsy, autism or other similar
conditions, which occur before 18 years of age.  The act created a
network of 21 regional centers throughout the state, of which the
Harbor Regional Center is one, to coordinate the provision of
services for the state.

         Harbor Regional Center And Del Harbor Foundation

Harbor Regional Center, a California nonprofit corporation, was
created in 1977 as one of 21 regional centers contracting with the
Department of Developmental Services as the exclusive provider of
state-funded services to the developmentally disabled in the
Torrance, Harbor, Bellflower and Long Beach districts of Los
Angeles County.  For fiscal year 2009, total contracted revenues
from the state to HRC were over $123 million, of which over
$20 million are allocated for the operations of the organization.

The foundation was established in 2009 as an independent nonprofit
public benefit corporation to support HRC and its mission,
including real estate development, acquisition, and management on
behalf of HRC.

               Reliance on The State Of California

HRC's contract with DDS is of a five-year term that is subject to
renewal; the current contract expires in 2014.  However, the
contract is not open to competitive bid.  Although potential loss
of the DDS contract is a concern, Moody's believe HRC's long-
standing contractual relationship since 1977, with the effective
management of the Center, mitigates the potential risk.

Contracted revenues from DDS were $106 million for fiscal year
2007, $116 million in fiscal 2008, over $123 million in 2009, and
have been budgeted at over $123 million for fiscal year 2010.  For
fiscal year 2009, $20.6 million of contracted revenues were
allocated for the operations of the organization and pledged for
security on the lease and finance payments; the balance of HRC's
revenues represent pass-through funding for purchase of services
provided to consumers.  HRC determines eligibility for services,
performs ongoing assessment of client needs, develops service
plans that authorize direct services, and monitors services
provided to assure client outcomes are achieved.  The treatment
and provision of direct services are accomplished through
subcontracts with qualified area providers.

The DDS contract provides that 25% of the funds allocated to HRC
is available to HRC at the beginning of each fiscal year.  Each
month, after service providers are paid, HRC submits a claim to
DDS and receives reimbursement.  Near the end of each fiscal year,
DDS offsets HRC's monthly claims using the money advanced in the
beginning of such fiscal year.  Following the end of each fiscal
year HRC retains funds from the annual advance payment to pay any
late invoices from service providers.  Each February, DDS and HRC
reconcile the previous fiscal year's advance and claims and return
unspent funds to the State that HRC may not retain under the DDS
contract.

   Recent State Cash Crisis Highlights Risk to Regional Centers

Funding for the regional centers is subject to annual
appropriation by the state legislature.  Once the appropriation is
made, the state's payments to the regional centers fall to a low
level in the state's ranking of "priority payments" and "non-
priority payments."  Priority payments are defined as those that
must be made even in cash flow crises, and include payments for
education, debt service, payroll, and pension contributions.  In
total, priority payments make up over 50% of the state's total
spending.  Payments to the regional centers are considered non-
priority payments, and in a situation of limited liquidity, the
state controller can determine that non-priority payments must be
made with registered warrants in order to preserve cash for
priority payments.

In July 2009, in the midst of a state cash flow crisis, the state
controller began issuing individual registered warrants (IOUs) in
lieu of certain payments to private businesses, local governments,
taxpayers receiving income tax refunds and owners of unclaimed
property.  The IOU is a promise to pay, with interest, which is
issued by the state when there is not enough cash to meet all of
the state's payment obligations.  The interest rate, set by the
Pooled Money Investment Board on July 2, 2009, was 3.75% per year.
HRC received $15.8 million in IOUs from July 7, 2009 to August 10,
2009.  HRC deposited and cashed its registered warrants with City
National Bank.  City National Bank held HRC's registered warrants
until they were called for payment by the State Treasurer.

The last rating action with respect to the State of California was
on November 2, 2009, when a rating of Baa1 with a stable outlook
was applied to State of California Various Purpose General
Obligation Bonds (Federally Taxable Build America Bonds).

                             Outlook

The stable outlook reflects the outlook on the State of
California, which is stable at this time, as well as Moody's
expectations that Harbor Regional Center will continue to receive
stable levels of governmental support and increased funding that
will cover the lease and finance payments to the foundation
serving as pledged revenues and providing adequate debt service
coverage.

                What could change the rating -- UP

* Rating upgrade of the State of California

* Material increase in liquidity and growth in financial
  resources, with no additional borrowing or capital plans that
  may stress balance sheet profile

               What could change the rating -- DOWN

* Downgrade of state rating

* Material reduction or delay in state funding or unexpected
  expense pressures, resulting in imbalanced operating performance
  and failure to make scheduled lease and finance payments to
  foundation

* State cash crisis that leads to paying HRC in IOUs, with no
  offer of bank to honor the IOUs


DELTA PETROLEUM: Posts $100.9 Mil. Net Loss for 3rd Quarter 2009
----------------------------------------------------------------
Delta Petroleum Corporation swung to a net loss of $100,973,000
for the three months ended September 30, 2009, from net income of
$48,651,000 for the same period a year ago.

Delta Petroleum posted a net loss of $310,889,000 for the nine
months ended September 30, 2009, from net income of $4,274,000 for
the same period a year ago.

As of September 30, 2009, Delta had total assets of $1,595,028,000
against total current liabilities of $273,364,000 and total long-
term liabilities of $588,216,000.  As of September 30, 2009, Delta
had accumulated deficit of $904,925,000 and total equity of
$733,448,000.

Delta has finished completion efforts on the Gray well.  While all
zones encountered significant high pressure, they flowed primarily
water with minor amounts of non-commercial associated gas.
Additional testing was performed in the basalt section of the well
with a similar outcome, and therefore the Gray well has been
expensed as a dry hole in the Company's third quarter financial
statements.

Delta's Columbia River Basin team has reviewed available data in
order to provide possible explanations regarding the lack of
commercial gas from the Wenatchee sands of the Gray well. One of
the challenges generally experienced in the industry is the fact
that fresh water and hydrocarbons are almost indistinguishable on
electric logs. Therefore the gas shows and over-pressured
reservoir seen in the Gray well during drilling suggested a gas
reservoir with some associated water; however, completion results
instead revealed that the reservoir is a fresh water reservoir
with some associated natural gas.

John Wallace, the Company's President and COO said, "We are
extremely disappointed with the results of the Gray well, but
exploration drilling carries with it significant risks.  We
continue to believe that the Roslyn formation, which has produced
elsewhere in the Columbia River Basin, has significant potential
and should be tested. In addition, data obtained during the
drilling of the Gray well has allowed for better seismic
interpretation that can now be applied to the Company's leasehold
in the basin.  A more accurate representation of the structural
configuration below the basalt section, including the Roslyn
formation, will help direct us to more precise geologic prospects
and potential future well locations."

"While much attention was paid to the drilling and completion of
the Gray well, we want to highlight to our stockholders where the
intrinsic value lies within Delta.  Delta's operational strength
in the Rockies and go forward strategy focused on lower-risk
development projects will allow the Company to realize consistent,
efficient reserve and production growth in the Piceance Basin,
once natural gas prices recover.  We believe that we have the
track record, experience and assets that will allow us to execute
this strategy."

Dan Taylor, the Company's Chairman stated, "Delta will continue to
strive to deliver value to our shareholders through the
development of our core assets and the execution of our cost
control strategy.  I concur with John on the underlying value of
Delta being our proved and probable reserves in the Piceance
Basin, which are not adequately reflected in our current share
price."

                           Going Concern

At December 31, 2008, the Company was not in compliance with the
current ratio and accounts payable covenants under its credit
agreement.  Pursuant to a redetermination made as of February 1,
2009, the borrowing base under the Company's credit agreement was
reduced to $225.0 million upon completion of the Company's
underwritten public offering on May 13, 2009 of 172.5 million
shares of the Company's common stock at $1.50 per share for net
proceeds of $247.2 million, net of underwriting commissions and
related offering expenses.  The proceeds were used to reduce
amounts outstanding under the Company's credit agreement and to
pay accounts payable.  Pursuant to another regularly scheduled
redetermination, as of October 30, 2009 the borrowing base under
the Company's credit agreement was further reduced to
$185.0 million, of which $20.0 million of required availability
must be maintained, effectively limiting the credit capacity to
$165.0 million.

The Company experienced a net loss attributable to Delta common
stockholders of $294.7 million for the nine months ended September
30, 2009, and at September 30, 2009 had a working capital
deficiency of $127.4 million, including $83.3 million outstanding
under the credit agreement of DHS Drilling Company, the Company's
49.8% subsidiary, which raises substantial doubt about the
Company's ability to continue as a going concern.

On October 30, 2009, the Company and its senior lenders completed
the borrowing base re-determination under the Company's revolving
credit facility.  As part of the redetermination, the Company and
its lenders entered into an amendment to the credit facility
pursuant to which the lenders provided waivers from the
December 31, 2009 and March 31, 2010 current ratio and
consolidated secured debt to EBITDAX ratio covenants, and the
borrowing base was reduced from $225.0 million to $185.0 million.
The amendment requires that Delta maintain minimum availability of
$20.0 million essentially reducing Delta's availability under the
credit facility.  In addition, capital expenditures will be
limited to $10.0 million for the quarter ended December 31, 2009,
$10.0 million for the quarter ended March 31, 2010, and
$5.0 million for the quarter ended June 30, 2010, provided that
any excess of the limitation over the amount of actual
expenditures may be carried forward from an earlier quarter to a
subsequent quarter.  The next scheduled re-determination is
March 1, 2010.

At September 30, 2009, the Company was in compliance with its
quarterly financial ratio covenants under its credit agreement and
received a waiver of its capital expenditures limitation of the
three months ended September 30, 2009.  In addition, in
conjunction with the October 30, 2009 borrowing base
redetermination, the Company was granted waivers of its current
ratio and senior secured debt to EBITDAX ratio for the quarters
ending December 31, 2009 and March 31, 2010.  The next scheduled
borrowing base redetermination under the Company's credit
agreement is to be effective March 1, 2010.

                         DHS Noncompliance

At September 30, 2009, DHS was in not in compliance with its
obligation to provide to Lehman Commercial Paper, Inc., by March
31 of each year audited financial statements reported on without a
going concern qualification or exception by the independent
auditor and DHS's previous forbearance agreement with LCPI expired
on June 15, 2009.  In addition, DHS was not in compliance with its
various financial covenants as of September 30, 2009.  Although
DHS is in ongoing negotiations with LCPI to modify the terms of
the existing DHS credit facility, there can be no assurance that
DHS will be able to renegotiate the terms of its debt agreement.
The DHS facility is non-recourse to Delta.

While the May 2009 public equity offering has substantially funded
the Company's near term liquidity needs, the Company continues to
pursue other potential capital raising activities, such as joint
ventures, or other industry partnerships, or non-core asset
dispositions.  The Company continues to limit its capital
expenditure program and agreed in conjunction with the October 30,
2009 borrowing base redetermination described to limit capital
expenditures to $10.0 million in the quarter ending December 31,
2009, $10.0 million in the quarter ending March 31, 2010, and
$5.0 million in the quarter ending June 30, 2010.  In addition,
the Company has implemented additional cost saving measures,
including reductions in force during the first half of 2009 that
have reduced the Company's total number of employees by
approximately 50%.

Depending on changes in commodity prices, the outcome of the
Company's borrowing base redetermination scheduled for March 1,
2010 and developments related to the timing of receipt of the
Company's remaining offshore litigation award, the Company will
evaluate the need to raise additional capital.  There can be no
assurance that the actions undertaken by the Company will be
sufficient to repay the obligations under the credit agreement
when due, or, if not sufficient, or if additional defaults occur,
that the lenders will be willing to waive the defaults or amend
the agreement.  In addition, there can be no assurance that cash
flow from operations and other sources of liquidity, including
asset sales or joint venture or other industry partnerships, will
be sufficient to meet contractual, operating and capital
obligations.

                        Wallace Resignation

The Company also announced that one of the members of its board of
directors, James B. Wallace, has decided to resign from the board
of Delta Petroleum. Mr. Wallace offered his resignation without
any conflict or disagreement with the Company's direction or
management.  Dan Taylor commented, "Jim has been a significant
contributor to the Company's board for the past eight years. His
expertise and knowledge from having over 50 years of experience in
the industry has been of tremendous value to our board and
management team.  His insight and advice will be greatly missed."
Mr. Wallace's resignation was effective November 4, 2009.

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?48d1

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48d2

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ Global Market: DPTR) is an oil
and gas exploration and development company based in Denver,
Colorado.  The Company's core areas of operations are the Rocky
Mountain and Gulf Coast Regions, which comprise the majority of
its proved reserves, production and long-term growth prospects.


DIAMOND GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Diamond Group, Inc.
          dba Beverage Transportation, Inc.
          dba H&K Equipment Co., Inc.
          dba E&M Express, Inc.
          dba Blue Diamond Co.
        6354 Lincoln Highway West
        P.O. Box 3
        Thomasville, PA 17364

Bankruptcy Case No.: 09-08704

Chapter 11 Petition Date: November 7, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Lawrence V. Young, Esq.
                  CGA Law Firm
                  135 North George Street
                  York, PA 17401
                  Tel: (717) 848-4900
                  Fax: (717) 843-9039
                  Email: lyoung@cgalaw.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 John Keagel, president of the Company.


DONALD DELLE BOVI: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Joint Debtors: Donald Delle Bovi
               Joanne Delle Bovi
               4 Tanglewild Place
               Chappaqua, NY 10514

Bankruptcy Case No.: 09-24094

Chapter 11 Petition Date: November 6, 2009

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Debtor's Counsel: Douglas J. Pick, Esq.
                  Pick & Zabicki LLP
                  369 Lexington Avenue, 12th Floor
                  New York, NY 10017
                  Tel: (212) 695-6000
                  Fax: (212) 695-6007
                  Email: dpick@picklaw.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 $1,188,463,
and total debts of $2,291,609.

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

             http://bankrupt.com/misc/nysb09-24094.pdf

The petition was signed by the Joint Debtors.


DRYSHIPS INC: Reaches Waiver Deal With Commerzbank & WestLB
-----------------------------------------------------------
DryShips Inc. has signed an agreement with Commerzbank and West LB
on waiver terms for $70 million of its outstanding debt.  This
agreement is subject to customary documentation.

George Economou, Chairman and Chief Executive Officer, commented:
"We are pleased to have reached an agreement with Commerzbank and
West LB.  We are now left with two facilities with aggregate
outstanding debt of $117.5 million, where waiver agreements are
close to finalization".

On October 27, 2009, the Company filed its Management's Discussion
and Analysis of Financial Condition and Results of Operation and
the unaudited interim condensed consolidated financial statements
and related information and data as of and for the period ended
September 30, 2009.  A full-text copy of the document is available
at no charge at http://ResearchArchives.com/t/s?48d3

                        About DryShips Inc.

DryShips Inc. -- http://www.dryships.com/-- based in Greece, is
an owner and operator of drybulk carriers and offshore oil deep
water drilling that operate worldwide. As of the day of this
release, DryShips owns a fleet of 39 drybulk carriers comprising 7
Capesize, 30 Panamax and 2 Supramax, with a combined deadweight
tonnage of over 3.4 million tons, 2 ultra deep water
semisubmersible drilling rigs and 4 ultra deep water newbuilding
drillships.  DryShips Inc.'s common stock is listed on the NASDAQ
Global Market where trades under the symbol "DRYS".


EINSTEIN NOAH: Q3 2009 Net Income Widens to $60,861,000
-------------------------------------------------------
Einstein Noah Restaurant Group, Inc., reported wider net income of
$60,861,000 for the 13 weeks ended September 29, 2009, from net
income of $4,537,000 for the 13 weeks ended September 30, 2008.
Einstein Noah reported wider net income of $69,177,000 for the 39
weeks ended September 29, 2009, from net income of $15,293,000 for
the 39 weeks ended September 30, 2008.

Einstein Noah said total revenues were $100,046,000 for the 13
weeks ended September 29, 2009, from $100,895,000 for the 39 weeks
ended September 30, 2008.  Total revenues were $304,827,000 for
the 39 weeks ended September 29, 2009, from $309,573,000 for the
39 weeks ended September 30, 2008.

As of September 29, 2009, Einstein Noah had total assets of
$213,792,000 against $155,494,000 in total liabilities.  The
September 29 balance sheet showed strained liquidity: the Company
had $36,262,000 in total current assets against $69,956,000 in
total current liabilities.

As of June 30, 2009, the Company had $172.9 million in total
assets; and $186.5 million in total liabilities; resulting in
$13.6 million stockholders' deficit.

"The primary reason we are in a deficit position in our working
capital is the classification of our Series Z as a current
liability as it is mandatorily redeemable.  As of July 1, 2008,
the Series Z became a current liability because of its redemption
date of June 30, 2009.  The Company and the Holder of the Series Z
have agreed that the Company will redeem all remaining outstanding
shares of Series Z on June 30, 2010," the Company said.

In the fourth quarter of 2009, the Company anticipates the opening
of three new company-owned Einstein Bros. restaurants, one to
three additional franchised restaurants, and up to 13 additional
Einstein Bros. licensed restaurants.

Jeff O'Neill, Chief Executive Officer and President of Einstein
Noah, stated, "System-wide comparable store sales and transaction
performance reflect substantial improvement from the beginning of
the year when our current marketing and merchandising initiatives
were implemented.  These efforts are ongoing, and are intended to
serve as a foundation for sustainable long-term growth as we've
previously stated.  Despite the challenges of the current economic
environment, we remain confident that our progress to build
awareness, trial, and frequency will continue to gain momentum and
position Einstein Noah for improved performance as we move toward
2010."

Mr. O'Neill continued, "In addition to our pipeline of new
products, including healthier options, we are also at the
forefront of menu innovation.  In combination with other corporate
initiatives, we expect our efforts will build brand equity,
facilitate strategic unit expansion, and create long term value
for shareholders."

The Company said the terms of its Series Z preferred stock
required redemption of $57.0 million on June 30, 2009.  However,
on May 28, 2009, the Company and the Holder of the Series Z agreed
that the Company will redeem shares as follows:

     (1) $20 million to redeem 20,000 shares of Series Z on
         June 30, 2009;

     (2) $3 million to redeem shares of Series Z on December 31,
         2009; and

     (3) $5 million to redeem shares of Series Z on March 31,
         2010.

The first payment was made on June 30, 2009, which reduced the
outstanding balance to $37.0 million.  The second and third
payments will include an additional redemption amount as of the
dates of redemption of shares of the Series Z redeemed after
June 30, 2009.  The additional redemption amount is based on a
rate that is 250 bps higher than the highest rate paid on the
Company's funded indebtedness, as provided in the Certificate of
Designations for the Series Z.

In addition, the Company has agreed to redeem all remaining
outstanding shares of Series Z on June 30, 2010.  The Company may
also increase the amount and frequency of the redemption payments
at any time.  Shares shall be redeemed subject to the legal
availability of funds.  The parties have also agreed that, if the
Company completes an equity offering, the Company shall pay any
proceeds of the offering, in excess of amounts payable under the
credit facility, to the Holder to redeem any outstanding Series Z.
In addition, in the event of a merger or change of control, the
outstanding Series Z shall be immediately mandatorily redeemable
and the provisions of the Certificate shall control.  In the event
of bankruptcy, the provisions of the Certificate shall control.
In exchange, the Holder has agreed not to enforce certain
provisions of the Certificate.

To increase flexibility for raising funds to redeem the Series Z,
the Company amended its existing credit facility on May 28, 2009,
to permit:

     (i) the incurrence of subordinated debt provided that the
         replacement subordinated debt is not payable prior to
         December 31, 2012 (which is approximately six months
         after the due date of the credit facility);

    (ii) the incurrence of replacement equity in the form of
         another issue of mandatorily redeemable preferred stock,
         provided that the replacement preferred stock is not
         redeemable prior to December 28, 2012; and

   (iii) payment of an increased additional redemption amount at a
         rate up to 450 bps higher than the highest rate on the
         Company's funded indebtedness for any unredeemed shares
         of Series Z after June 30, 2010.

In addition, the amendment to the credit agreement permits
commodity forward purchasing contracts in the ordinary course of
business.

The Company held a conference call on November 5, 2009.  These
points were discussed during the call:

     -- System-wide comparable store sales for October were at
        similar levels as the third quarter of 2009.

     -- The Company believes that its fourth quarter 2009 gross
        profit margins will be the same as they were in the prior
        year.

     -- The Company plans to open the following locations in
        fiscal 2010:

        * 10 - 12 company-owned restaurants
        * 12 - 16 franchised locations
        * 30 - 45 licensed locations

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?48d4

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48d5

A full-text copy of the Company's SEC disclosure reconciling U.S.
generally accepted accounting principles income and GAAP earnings
per share to the adjusted net income and adjusted earnings per
share discussed on the conference call, is available at no charge
at http://ResearchArchives.com/t/s?48d5

Based in Lakewood, Colorado, Einstein Noah Restaurant Group Inc.
(Nasdaq: BAGL) -- http://www.einsteinnoah.com/-- operates a
a retail chain of quick casual restaurants in the United States,
specializing in foods for breakfast and lunch.  The Company
operates locations primarily under the Einstein Bros.(R) Bagels
and Noah's New York Bagels(R) brands and primarily franchises
locations under the Manhattan Bage(R) brand.  The Company's retail
system consists of more than 600 restaurants, including more than
100 license locations, in 35 states plus the District of Columbia.


ELECTRONIC ARTS: Mulls 1,500 Job Cuts After Wider Q2 Loss
---------------------------------------------------------
Video-game publisher Electronic Arts Inc. is planning to eliminate
1,500 jobs and close several facilities after reporting its 11th
straight quarterly loss.

Electronic Arts reported its second-quarter loss widened to $391
million, or $1.21 a share a share, from a loss of $310 million, or
97 cents, a year earlier.  Excluding some items, Redwood City,
California-based Electronic Arts posted a profit of 6 cents in
the period ended Sept. 30, missing the 10-cent average estimate
of 18 analysts surveyed by Bloomberg.

Non-GAAP net revenue for the quarter was a record $1.147 billion,
up 2 percent as compared with $1.126 billion for the prior year.
Revenues were above street expectations. Sales were driven by the
launches of FIFA 10, Madden NFL 10, The Beatles(TM): Rock Band(R),
Need for Speed(TM) SHIFT and NCAA Football 10.

Non-GAAP net income was $19 million as compared with a non-GAAP
net loss of $20 million a year ago. Non-GAAP diluted earnings per
share was $0.06 as compared with a non-GAAP diluted loss per share
of $0.06 for the prior year.

EA has a plan to narrow its product portfolio to provide greater
focus on titles with higher margin opportunities.  This action
will result in the closure of several facilities and a headcount
reduction of approximately 1,500 positions, of which 1,300 are
included in a restructuring plan. The majority of these actions
will be completed by March 31, 2010. This plan will result in
annual cost savings of at least $100 million and restructuring
charges of $130 to $150 million.

"EA is performing well, with quality, sales and segment share up
so far this year," said John Riccitiello, Chief Executive Officer.
"We are making tough calls to cut cost in targeted areas and
investing more in our biggest games and digital businesses."

"We met our second quarter expectations and delivered a record
quarter for revenue," said Eric Brown, Chief Financial Officer.
"Today we are announcing a significant cut in our operating
expenses and the acquisition of a leader in social games,
Playfish."

For fiscal year ended March 31, 2009, EA forecasts Non-GAAP net
revenue of $4.2 to $4.4 billion.  Non-GAAP diluted earnings per
share is expected to be between $0.70 and $1.00 and EA expects to
be profitable in both Q3 and Q4.

A full-text copy of the earnings release is available at
http://researcharchives.com/t/s?48e5

                     About Electronic Arts

Electronic Arts Inc. (EA), headquartered in Redwood City,
California, is a leading global interactive entertainment software
company. Founded in 1982, the Company develops, publishes, and
distributes interactive software worldwide for video game systems,
personal computers, wireless devices and the Internet. Electronic
Arts markets its products under four brand names: EA SPORTS(TM),
EA(TM), EA Mobile(TM) and POGO(TM). In fiscal 2009, EA posted GAAP
net revenue of $4.2 billion and had 31 titles that sold more than
one million copies. EA's homepage and online game site is
http://www.ea.com/


ERIC HUBBARD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Eric Hubbard
               Tiffany Hubbard
               2497 Damie Lane
               Lehi, UT 84043

Bankruptcy Case No.: 09-32416

Chapter 11 Petition Date: November 6, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Charles Todd Wright, Esq.
                  Piet & Wright
                  825 North 300 West, Suite 160
                  Salt Lake City, UT 84111-2241
                  Tel: (801) 938-7030
                  Fax: (702) 566-4833
                  Email: todd@pietwright.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.


ERICKSON RETIREMENT: Can File Schedules Until Dec. 18
-----------------------------------------------------
Erickson Retirement Communities LLC and its debtor-affiliates
obtained a ruling from the U.S. Bankruptcy Court for the Northern
District of Texas extending, until Dec. 18, 2009, the period
within which they can file their schedules of assets and
liabilities, and statements of financial affairs.

The requested extension, the Debtors say, will provide sufficient
time to prepare and file the schedules and statements.

                      About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: PNC, et al, Air Concerns on Deposits' Escrow
-----------------------------------------------------------------
Erickson Retirement Communities LLC and its units have filed a
motion to escrow initial entrance deposits made by residents in
their retirement communities.

The Initial Entrance Deposits range from $100,000 to $600,000
depending on the type of unit the resident selects.  The Debtor
Landowners collected $375,661,590 in Initial Entrance Deposits in
2008 and collected $381,025,637 in Initial Entrance Deposits in
2007.

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
relates that to fund the working capital deficits of the NFPs, the
Debtor Landowners provide a working capital loan to the NFPs. To
secure their obligations under the Working Capital Loan, the NFPs
grant the Debtor Landowners a security interest in all assets of
that NFP, including the Residence and Care Agreements and the
Initial Entrance Deposits.  The Initial Entrance Deposits are
transferred from the Debtor Landowners' collateral accounts to pay
down principal and interest on the Construction Loans.

The Debtors seek the Court's authority to escrow all Initial
Entrance Deposits collected postpetition to provide assurance to
new residents that the Debtor Landowners' Chapter 11 cases will
not affect the residents' rights to a refund.  The Debtor
Landowners propose to escrow the Initial Escrow Deposits pending
confirmation of a plan of reorganization in the Debtors' Chapter
11 cases.

                          Responses

In separate filings, PNC Bank National Association, Bank of
America, N.A., Capmark Finance, Inc., Wells Fargo Bank National
Association, and Ziegler Companies, Inc. informed the Court that
they oppose the Debtors' escrow request of the Initial Entrance
Deposits.

PNC Bank is the administrative agent of the Debtors' Senior
Secured Project Loan Lenders.  PNC Bank points out that the
Initial Entrance Deposits are a critical pillar of the Senior
Secured Project Loan Lenders' collateral packages and are the
primary source of repayment of the Senior Secured Project Loans.
PNC Bank thus argues that by the Motion to Escrow, the Debtors
drastically alter the rights and securities of the Senior Secured
Project Loan Lenders.  "The Debtors do not even say what form an
escrow would take, the identity of the escrow agent, the location
of the escrow account or the terms of an escrow agreement," PNC
Bank complains.

PNC Bank further asserts that the Debtors have not stated why
their vague "escrow" will provide any assurance to retiree
residents.  Prospective residents may protect themselves by
simply reading the Residence and Care Agreement that they will be
requested to sign, PNC Bank insists.  "At best, the Motion to
Escrow is really just a thinly disguised attempt to part Initial
Entrance Deposits from the Senior Secured Project Loan Lenders,
thus stripping them of valuable collateral," PNC Bank maintains.
The Debtors have not even offered any adequate protection to the
Senior Secured Project Loan Lenders, PNC Bank adds.

BofA is the administrative agent for Debtor Dallas Campus, LP
senior secured prepetition revolving lenders, and Capmark Finance
is administrative agent for Debtor Littleton Campus, LLC's senior
secured prepetition revolving lenders.  BofA and Capmark do not
object to the Debtors' request to escrow the IEDs.  The Agents,
however, object to the Motion to Escrow because the form of the
escrow, the release triggers for the IEDs from escrow and the
proposed release of the IEDs to Dallas Campus are vague, overly
broad and impair the rights of the Agents and the Prepetition
Revolving Lenders in the IEDs.  The Agents thus ask the Court to
clarify that any order approving the Motion to Escrow should
state that:

  * The Debtors and the Agents confer and designate an
    independent escrow agent immediately after entry of an
    order approving the Motion to Escrow, to receive and hold in
    trust the IEDs in an escrow account, subject to release only
    as provided in that Order.

  * BofA and Capmark will have a continuing first priority lien
    against the IEDs, subject to the rights of the residents in
    those IEDs.

* Should any transaction involving Dallas Campus or Littleton
   Campus occur that results in a closure of care continuing
   retirement communities in Dallas or Wind Crest, the IEDs in
   the Escrow Account will be returned by the Escrow Agent to
   the applicable residents without further Court order.

Wells Fargo seeks clarification that there is no effort to escrow
IEDs generated by the associated Not-for-Profit Organizations for
the Linden Ponds, Inc. Facility, the Monarch Landing, Inc.
Facility or the Sedgebrook, Inc. Facility.  Wells Fargo is the
indenture trustee for a $178,745,000 Illinois Finance Authority
Revenue Bonds Monarch Landing, Inc. Facility Series 2007A and
Series 2007B.

Moreover, Manufacturers and Traders Trust Company objects to the
Debtors' request to the extent that the Motion to Escrow impairs
its rights and liens in the IEDs relating to the Ann's Choice
Facility.  M&T Trust is the indenture trustee for the Ann's
Choice, Inc. Facility, the Linden Ponds, Inc. Facility and the
Sedgebrook, Inc. Facility Bonds.

Wells Fargo and M&T Bank ask the Court to rule that any order
granting the Motion to Escrow contain an explicit reservation of
rights of non-debtors under relevant transaction documents with
respect to the IEDs, including rights under Section 365(e).

Ziegler complains that based on the information given in the
Motion to Escrow, it cannot discern the request in the Motion to
Escrow and how that request will affect it.  "The Debtors have
not explained how escrowing postpetition IEDs will preserve their
business," Ziegler says.  It appears that through the Motion to
Escrow, the Debtors seek to alter the treatment of a substantial
portion of their revenues, in excess of $375 million by way of
non-descript and conflicting motion, Ziegler asserts.  An
official committee of unsecured creditors should be permitted to
weigh in on the Motion to Escrow prior to entry of a final order,
Ziegler proposes.

               Debtors File Revised Proposed Order

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
relates that the Debtors modified the proposed order to the
Motion to Escrow to clarify these issues:

  * A procedure has been developed for establishing the
    appropriate escrow accounts;

  * The Motion to Escrow only applies to Debtor entities and
    does not apply to entities not in bankruptcy;

  * The Debtors will provide appropriate lenders with an
    accounting of the escrow accounts bi-weekly;

  * The prepetition agent will retain a lien on the Initial
    Entrance Deposits, subject to the superpriority lien of the
    DIP Lender;

  * The triggers regarding the release of the Initial Entrance
    Deposits are clarified; and

  * With respect to the Ann's Choice campus, the Initial
    Entrance Deposits will be processed through the "waterfalls"
    system provided in the bond indentures and trust agreements
    and the balance of the Initial Entrance Deposits will be
    escrowed.

With the exception of PNC Bank's objection, the Debtors believe
that the Revised Proposed Order resolves all objections to their
escrow request.  With respect to PNC Bank's Objection, Mr.
Slusher asserts that escrow of the IEDs as proposed by the
Debtors will not only preserve any interest the objecting party
may have in and to the IEDs, it will also help ensure that the
Debtors continue as a going concern.  He points out that no
regulatory agencies have objected to the escrow arrangements
proposed by the Debtors and the only alternative proposed by PNC
Bank is likely to face significant opposition from regulators.

"The proposed escrow of Initial Entrance Deposits is essential to
preserving the status quo and providing residents assurance that
the bankruptcy process will not place their deposits at risk,"
Mr. Slusher maintains.

Thus, the Debtors ask the Court to authorize the escrow, during
the pendency of their Chapter 11 cases, all IEDs received
postpetition pending further order of the Court and to overrule
all objections to their escrow request.

Judge Jernigan previously scheduled a October 29, 2009 hearing
for the Motion to Escrow.  No order from the Bankruptcy Court has
been issued as of press time.

                      About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Proposes to Pay Severance Obligations
----------------------------------------------------------
Erickson Retirement Communities LLC and its debtor-affiliates
currently employ 794 employees, of which 723 are full-time
salaried employees, 65 are full-time hourly employees and 6 are
temporary hourly employees.  The Debtors have engaged in
significant efforts to cut corporate costs and close down
divisions in response to economic conditions necessitating in the
business model.  To that end, the Debtors have gone through
multiple reductions in force resulting in 450 laid-off employees.
In the ordinary course of business, the Debtors pay their
employees severance upon termination.

As of the Petition Date, the Debtors estimate that about
$1,789,298 in unpaid severance benefits was owing to certain
laid-off employees, a list of which is available for free at:

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

Thus, the Debtors seek the Court's authority to honor their
severance obligations by paying, in the ordinary course, any
prepetition amounts owed to the Laid-Off Employees up to the
$10,950 priority limit on account of prepetition severance
obligations under Section 507(a)(4) of the Bankruptcy Code.

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
discloses that each Laid-Off Employee got terminated within 180
days of the Petition Date.  Within 180 days of the Petition Date,
they signed a severance agreement releasing all claims against
the Debtors and agreeing to continue working for a period set
forth in the agreement.  In return, the Debtors agreed to pay an
agreed sum.  Thus, the Laid-Off Employees earned their severance
within 180 days of the Petition Date.

Although the Debtors' management has stated that further
reductions in the workforce are not planned, key management staff
is anxious and continues to seek new positions, Mr. Slusher tells
the Court.  If the current staff is advised that the Debtors
cannot comply with the severance agreements with the Laid-Off
Employees, this will only increase Employee uncertainty about the
company's ability to meet its obligations, he asserts.

More importantly, he points out that the proposed sale to Redwood
Capital Investment, LLC, and its affiliates contemplates a
$50 million facility for future construction, which will be
necessary to stabilize the developing communities.  If Debtors
are unable to retain or hire back employees due to lack of
confidence on the part of the employees, the ability to conduct
that future development essential to Redwood, as potential
purchaser, and the National Senior Campuses, Inc. Board which
holds the management contracts, is put at risk, Mr. Slusher
cites.

"In this light, payment of the prepetition severance obligations
is critical and essential to the morale of the remaining
Employees and the Debtors' future business needs," Mr. Slusher
maintains.

                      About Erickson Retirement

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

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

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

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


ERNIE LEE: Sec. 341 Meeting Set for December 14
-----------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of Ernie Lee
Jacobsen's creditors on December 14, 2009, at 1:00 p.m. at Cochran
U.S. Bankruptcy Courthouse.

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.

Ernie Lee Jacobsen filed for Chapter 11 bankruptcy protection on
October 29, 2009 (Bankr. N.D. Miss. Case No. 09-15667).  Craig M.
Geno, Esq., at Harris Jernigan & Geno, PLLC, 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.


ERNIE LEE: List of 20 Largest Unsecured Creditors
-------------------------------------------------
Ernie Lee Jacobsen filed with the U.S. Bankruptcy Court for the
Northern District of Mississippi a list of its 20 largest
unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/missnb09-15667.pdf

Ernie Lee Jacobsen filed for Chapter 11 bankruptcy protection on
October 29, 2009 (Bankr. N.D. Miss. Case No. 09-15667).  Craig M.
Geno, Esq., at Harris Jernigan & Geno, PLLC, 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.


EWG CORPORATION: Files for Chapter 11 Bankruptcy in Virginia
------------------------------------------------------------
Newsadvance.com reports that E.W.G. Corporation filed for Chapter
11 bankruptcy in the U.S. Bankruptcy Court Western District of
Virginia in Lynchburg, citing assets of between $10 million and
$50 million, and debts of $1 million and $10 million.

The Company said the filing was prompted by financial problems
from the steep decline of the economy, the report says.  "Because
of the collapse of the credit markets and pressure on margins
caused by the downturn in the economy, the company became
financially distressed," the report quoting company president
Ralph Glatt.

The Company owes about $1 million to Hershey Equipment Co. in
Lancaster, Pennsylvania, and $50,000 in taxes to the Internal
Revenue Service, the report notes.  The company also owes Nelson
County $45,000 in back real estate taxes and more than $3,000 in
back personal property taxes, the report adds.

EWG Corporation is a private company categorized under sheep
raising farm in Piney River, Virgian.


FAIRPOINT COMMS: Gets Nod to Pay Prepetition Taxes & Fees
---------------------------------------------------------
Fairpoint Communications Inc. sought and obtained the Court's
permission, on an interim basis, to pay, in their sole discretion,
taxes and fees relating to assessments made by governmental
authorities for period before the Petition Date.

In the ordinary course of businesses, the Debtors:

-- collect general sales taxes from their customers for
    remittance to the applicable taxing authorities in the
    States and municipalities in which they do business;

-- incur use taxes from the purchase of goods and equipment
    for future remittance to state taxing authorities;

-- collect state and/or federal excise taxes on telephone
    service from their customers for ultimate remittance to the
    applicable state or federal taxing authorities;

-- pay permit and licensing fees to operate their businesses;

-- pay various regulatory fees and taxes to governmental
    agencies that regulate telephone service, including the
    Federal Communications Commission and the public utility
    commissions and public service commissions for the various
    States in which they operate;

-- pay various franchise fees to local authorities for the use
    of public rights-of-way that they utilize for the
    infrastructure of their public switched telephone network;
    and

-- remit public service company taxes for regulated local
    telephone services to various state taxing authorities.

Among the mandatory Regulatory Fees the Debtors pay to FCC and
PUCs are:

(1) Universal Service Fund Fees, which the FCC use to
     subsidize telephone service for low-income households,
     rural areas, schools and libraries.

(2) Telecommunications Relay Service, which the States, the
     FCC and the PUCs use to fund services for hearing-impaired
     subscribers.

(3) PUC Fees, which the PUCs use to fund their regulatory and
     administrative activities.

(4) FCC Fees, which the FCC use to fund its regulatory and
     administrative activities.

(5) North American Numbering Plan, which refers to fee paid to
     the agency responsible for dispensing telephone numbers
     throughout North America.

(6) Emergency 911 Fees, which the City and County Authorities
     throughout the United States use to pay for 911 emergency
     services.

The Debtors pay the Sales Taxes, Excise Taxes, Use Taxes, and
Fees to the respective federal, state and local authorities, a
list of which is available for free at:

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

The Debtors estimate that the total amount of Prepetition Taxes
and Fees owing to the various Authorities will not exceed
$10.4 million.  As of the Petition Date, they estimate owing these
specific taxes and fees:


             Sales and Use Taxes          $940,000
             State Excise Taxes         $1,700,000
             Federal Excise Taxes         $630,000
             USF Fees                   $5,700,000
             PUC Fees                     $985,000
             911 Fees                     $436,000
             Franchise Fees                $14,000

Luc A. Despins, Esq., at Paul Hastings Janofsky & Walker LLP, in
New York, relates that many of the Taxes and Fees are held in
trust by the Debtors for the benefit of the Authorities.  Thus,
those taxes do not constitute property of the Debtors' estates.

In addition, Mr. Despins notes, payment of the prepetition Taxes
and Fees is critical to the Debtors' efforts to preserve
enterprise value.  Non-payment of these obligations may cause the
Authorities to take precipitous action, including preventing the
Debtors from conducting business in the applicable jurisdictions,
imposing new, onerous regulatory restrictions, seeking to
lift the automatic stay, and perhaps attempting to file liens --
all of which would disrupt the Debtors' day-to-day operations.
Failing to pay the amounts could also trigger unwarranted
governmental action in the form of increased audits, he adds.

The banks and financial institutions of the Debtors are also
authorized to receive, process, honor and pay all checks and
electronic transfers related to the Prepetition Taxes and Fees.

A final hearing on the Debtors' request will be conducted on
November 18, 2009.  Objections, if any, are due no later than
November 11.

                  About FairPoint Communications

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

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

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

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

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


FAIRPOINT COMMS: Has Interim Nod for Compensation Programs
----------------------------------------------------------
Fairpoint Communications Inc. sought and obtained, on an interim
basis, the Court's authority to (i) continue, in their sole
discretion, their workers' compensation and insurance programs
that were in effect on or prior to the Petition Date and (ii) pay,
in their sole discretion, all undisputed prepetition obligations
for the Insurance Programs, including premiums and other fees
related to insurance obligations.

Luc A. Despins, Esq., at Paul, Hastings, Janofsky and Walker,
LLP, in New York, told the Court that the Insurance Programs
provide the Debtors with insurance coverage for liabilities
pertaining to, inter alia, commercial general liability, property
damage, automobile liability, professional liability, directors'
and officers' liability, fiduciary liability, crime, employers'
liability, excess umbrella, and various other property and
casualty liabilities, the continuation of which is essential to
the continued functioning of their businesses.

The annual premiums for the Insurance Programs amount to
approximately $5.2 million, according to Mr. Despins.  The
Debtors are also required to pay deductibles and self-insured
retention amounts under certain of the Insurance Programs for
claims asserted under those policies.  As of the Petition Date,
the Debtors are not aware of any premiums that have not been
paid.

Moreover, in certain of the states in which they conduct
business, the Debtors are required by law to maintain workers'
compensation coverage for their employees.  The Debtors'
obligations for the Workers Compensation Program arise under
three different policies:

1.  For claims of employees in the majority of states where
     they operate, the Debtors maintain a workers' compensation
     policy with Indemnity Insurance Company of North America
     or the "ACE Policy."

  2. To cover claims of employees located in Washington State,
     the Debtors participate in Washington's workers'
     compensation program.  Washington is a "monopolistic
     state" that does not allow for private workers'
     compensation insurance.  Thus, the Debtors pay premiums
     directly to the Washington State Department of Labor &
     Industries.  The Debtors pay the Washington State
     Department of Labor & Industries approximately $12,700 per
     quarter for workers' compensation coverage in the State of
     Washington.

  3. For employees located in Ohio, also a monopolistic state,
     the Debtors remit insurance premiums directly to the Ohio
     Bureau of Workers Compensation.  Although some of the
     premiums are paid to the Ohio Bureau of Workers
     Compensation through payroll funding, making it difficult
     to estimate the amounts paid for workers' compensation
     coverage in Ohio, the Debtors estimate they pay more than
     $7,000 per quarter.

The Debtors aver that the continuation of their Insurance
Programs on an uninterrupted basis is essential to the
functioning of their business.  If any of the Insurance Programs
are permitted to lapse, the Debtors could face significant
liability for personal or property damage, which, in turn, could
harm all parties-in-interest, Mr. Despins stressed.  The Debtors
thus must make all payments with respect to the Insurance
Programs.

The Workers Compensation Program is also vital to the Debtors'
continued operations, Mr. Despins added.  Failure by the Debtors
to pay the premiums and deductibles associated with their Workers
Compensation Program would jeopardize coverage and expose the
Debtors to substantial liability in fines by various state
workers' compensation boards.  In addition, the risk that
eligible workers' compensation claimants will not receive timely
payments for prepetition employment-related injuries could have a
devastating effect on the financial well-being and morale of the
Debtors' current employees.  Departures by employees at this
critical time may result in a severe disruption of the Debtors'
businesses with a substantially adverse impact on the Debtors,
the value of their assets and businesses, and their ability to
reorganize, Mr. Despins asserted.

Judge Lifland authorized the Debtors in their sole discretion to
maintain their Insurance Programs without interruption in
accordance with the practices and procedures as were in effect
before the Petition Date.  The Debtors are permitted, but not
required, to pay, in their sole discretion, all premiums, and
fees arising under the Insurance Programs that become due and
payable between the Petition Date and the entry of a final order
approving the Insurance Program Motion.

Employees who hold claims under the Workers Compensation Programs
are authorized, at the Debtors' direction, to proceed with their
workers' compensation claims in the appropriate judicial or
administrative forum under the Workers Compensation Program, the
Court ruled.

Moreover, the applicable Banks are directed to honor all checks
drawn or electronic fund transfers that the Debtors request
pertaining to the Insurance Programs or the Insurance
Obligations.

                  About FairPoint Communications

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

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

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

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

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


FAIRPOINT COMMS: Proposes Injunction Against Utilities
------------------------------------------------------
In connection with the operation of their businesses and
management of their properties, the Debtors obtain electricity,
natural gas, water, sewer and other similar services from a
number of utility companies or their brokers in the ordinary
course of business.

A list of the Debtors' Utility Providers is available for free
at: http://bankrupt.com/misc/FRP_utilitieslist.pdf

To the extent the Debtors identify additional Utility Companies,
they intend to promptly file amendments to the Utility Services
List and will serve copies on the newly identified Utility
Companies.

Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP,
in New York, relates that on the average, the Debtors spend
approximately $2 million each month for Utility Services.

The Debtors aver that to the best of their knowledge, there are
few, if any, defaults or arrearages of any significance with
respect to their undisputed invoices for Utility Services, other
than payment interruption that may be caused by the commencement
of their Chapter 11 cases.

Section 366(c)(2) of the Bankruptcy Code provides that a utility
may alter, refuse, or discontinue a debtor's utility service if
that utility does not receive "adequate assurance of payment" for
postpetition utility services from the debtor or the trustee
within 30 days of the commencement of that debtor's chapter 11
case.  Section 366 also protects debtors by prohibiting utilities
from altering, refusing, or discontinuing services solely on
account of unpaid prepetition amounts for a period of 30 days
after the Chapter 11 filing.

To ensure the uninterrupted supply of Utility Services critical
to their businesses, the Debtors ask the Court to prohibit the
Utility Companies from altering, refusing or discontinuing
service to, or discrimination against, them solely on the basis
of the commencement of their Chapter 11 cases or a debt that is
owed by the Debtors for services rendered before the Petition
Date.

The Debtors tell the Court that they intend to pay timely all
postpetition obligations owed to the Utility Companies.  The
Debtors also expect their cash on hand and cash flow from
operations will be more than sufficient to pay all those
obligations.

Nevertheless, to provide additional adequate assurance of payment
for future services to the Utility Companies, the Debtors propose
to deposit an amount equal to the estimated aggregate cost for
two weeks of Utility Services, calculated from the historical
average cost of Utility Services over the past 12 months, into a
newly created, segregated, interest-bearing account for the
Utility Companies.

The Debtors further seek that upon confirmation of any plan of
reorganization in their Chapter 11 cases, without further Court
order, the Utility Deposit Account will be closed and all amounts
in it will be immediately returned to the Debtors.

Mr. Despins asserts that the Adequate Assurance Deposit, together
with the Debtors' ability to pay for future Utility Services in
the ordinary course of business, constitute sufficient adequate
assurance to the Utility Companies.

The Debtors further seek that upon entry of the Utility Order,
the Court find that any Utility Company that has failed to file
an objection to the Motion will be deemed to have been provided
with adequate assurance of payment as required by Section 366 and
will be prohibited from discontinuing, altering, or refusing to
provide Utility Services, including as a result of unpaid charges
for Prepetition Utility Services.

                  About FairPoint Communications

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

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

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

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

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


FERRO CORPORATION: Moody's Affirms Corporate Family Rating at 'B1'
------------------------------------------------------------------
Moody's Investors Service affirmed the long term debt ratings
(Corporate Family Rating of B1) of Ferro Corporation and the
outlook was changed to stable from negative given the receipt of
approximately $205 million from the common equity issuance (net
realized after fees) and the subsequent debt reduction and changes
to the company's revolver and term loan agreements.

The company's Speculative Grade Liquidity Rating was raised to
SGL-3 from SGL-4.  Moody's review also changed the Convertible
Noted Loss Given Default point estimate to 66% from 69%.

"Even though Moody's don't expect Ferro's performance in the next
two quarters to be as strong as it was in the third quarter, the
substantial increase in equity combined with the debt reduction
and amendments to the credit agreement have resolved Moody's
liquidity concerns," said John Rogers, Moody's Senior Vice
President.

Ferro's B1 rating incorporates the expectation that leverage will
remain above 4.0x over the next twelve months and that cash flow
metrics will remain weaker than its leverage metric would imply
due to on-going restructuring actions to improve profitability.
It also reflects a relatively slow recovery in demand in its major
end markets -- electronics, coatings, ceramics and construction.

Moody's stable outlook anticipates a slow recovery in financial
performance in 2010 aided by higher demand in Asia and a
meaningful reduction in interest expense.  However, if Ferro's
banks release the cash collateral for its metal leases or leverage
falls below 4.0x in 2010, Moody's could assess the appropriateness
of a higher rating.  Additionally, there is no negative pressure
on the ratings at this time due to the substantial improvement in
liquidity.

Ferro's Speculative Grade Liquidity was changed to SGL-3 from SGL-
4 as a result of the amendment to the credit facility, the
extension of the revolver and term loan maturity and the higher
level of cash available to spend on projects that should have a
further positive impact on profitability over the next two years.
Proforma for the equity issuance, Ferro should have minimal
outstandings under its downsized $200 million revolver.  Moody's
expect LTM EBITDA to remain above $110 million, thus Ferro should
have adequate room under its covenants through the end of 2010.
If management is able to negotiate the release of the precious
metals cash collateral Moody's would promptly consider an upgrade
to the SGL rating as it would increase Ferro's cash cushion and
provide greater financial flexibility with regards to debt
maturities in 2012.

Ratings Affirmed:

  -- Corporate Family Rating, B1

  -- $172.5 million Senior Unsecured Convertible 6.5% Notes due
     2013, B2 LGD4, (point estimate changed to 66% from 69%)

Ratings Upgraded:

  -- Speculative Grade Liquidity Rating, SGL-3 from SGL-4

The last rating action on Ferro was on February 3, 2009, when
Moody's changed Ferro's outlook to negative.

Ferro Corporation, headquartered in Cleveland, Ohio, is a global
producer of an array of specialty chemicals including coatings,
enamels, pigments, plastic compounds, and specialty chemicals for
use in industries ranging from construction, and
telecommunications.  Revenues were $1.6 billion for the LTM ended
September 30, 2009.


FILENE'S BASEMENT: Court Approves $70 Million Settlement
--------------------------------------------------------
Law360 reports that a judge has given the green light to a
$70 million stipulation agreement among several parties in the
Filene's Basement Inc. Chapter 11 case that had faced objections
by Fendi SRL because it threatened to limit how much the luxury
company could recover in its counterfeiting lawsuit against the
discount retailer.

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.


FIRST NATIONAL: Posts $12.7 Million Net Loss in Q3 2009
-------------------------------------------------------
First National Bancshares, Inc., disclosed October 30, 2009,
results for the third quarter ended September 30, 2009.

First National Bancshares posted a loss of $12.7 million for the
third quarter of 2009.  The Company recorded a $9.2 million non-
cash provision for loan losses for the third quarter of 2009.  The
Company said the remainder of the loss is attributable to
extraordinary levels of charges for increased costs for FDIC
insurance, OCC regulatory assessments, and expenses associated
with remediating non-performing assets.

Total quarterly deposits increased to $683.8 million on
September 30, 2009, up from $646.8 million, as of December 31,
2008, which management believes provides the bank with a strong
funding base.  With the bank's conservative cash management,
liquidity stands at approximately $137 million, providing
stability to depositors and investors, and the bank's loan-to-
deposit ratio is 83.6%.

"With a new CEO, our leadership intensifies First National's focus
on the core basics of successful banking - Capital, Credit
Quality, and Confidence in our Brand.  First National's emphasis
on fundamentals- demonstrating leadership by growing deposits and
fee income, decreasing expenses, sustaining excess liquidity, and
improving asset quality- has proven fruitful," C. Dan Adams,
chairman of First National Bancshares, said.  "We continue to take
measures to improve our capital ratios by reducing assets and have
increased our loan loss provisions.  Our dedicated Special Assets
group has resolved $39.3 million in assets this year."

During the quarter, J. Barry Mason was elected president and chief
executive officer of First National Bancshares and First National
Bank of the South.  Mr. Mason joined First National from Arthur
State Bank, where he was executive vice president, chief lending
officer and a member of the ASB board of directors.  The Company
disclosed that Mr. Mason was part of the executive team at Arthur
State Bancshares that helped grow the Company from $88 million in
assets, $25 million in loans outstanding, and four branches in
1995 to $663 million in assets, a $548 million loan portfolio, and
23 branches today.

"Excluding elevated FDIC premiums and OCC regulatory assessments,
First National's year-to-year quarterly operating expenses
continue to decline, and we will continue to evaluate prudent
investments in areas with the greatest potential for growth,"
Mason said.  "Going forward, First National expects to continue to
make loans, attract deposits, and prudently grow our community
investments."

At September 30, 2009, the Company's consolidated total assets
were $785.8 million, consolidated total loans were $571.6 million
(including mortgage loans held for sale of $1.4 million),
consolidated total deposits were $683.8 million, and total
shareholders' equity was approximately $7.2 million.

A full-text copy of the Company's consolidated financial
statements for the three months ended September 30, 2009, is
available for free at http://researcharchives.com/t/s?48c1

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 6, 2009,
Elliott Davis LLC, in Greenville, South Carolina, expressed
substantial doubt about First National Bancshares, Inc. and
subsidiary's ability to continue as a going concern after auditing
the Company's consolidated financial statements for the years
ended December 31, 2008 and 2007.

The auditors said that that the Company's nonperforming assets
have increased to $75.5 million related primarily to deterioration
in the credit quality of its acquisition and development loans.
The level of nonperforming assets has caused the Company to be out
of compliance with certain covenants for its line of credit.  The
uncertainty that the lender may declare an event of default under
the line of credit, revoke the line of credit or attempt to
foreclose on the stock of the subsidiary that is pledged as
collateral, raises substantial doubt about the Company's ability
to continue as a going concern.

On August 26, 2009, the Company announced that it had reached an
agreement in principle to modify the holding company's loan
agreement with the Company's lender.  The modifications to the
loan agreement would include revisions to the financial covenants
which would cure existing covenant violations and eliminate the
uncertainty surrounding the lender's intention to continue
granting quarterly waivers of the covenant defaults.  While there
can be no assurances that the Company will be able to reach a
definitive agreement with its lender, the Company believes that it
will be able to do so.

                 About First National Bancshares

First National Bancshares, Inc. (NASDAQ: FNSC) --
http://www.fnbwecandothat.com/-- is a $785.8-million asset bank
holding company, based in Spartanburg, South Carolina.  It
provides a wide range of financial services to consumer and
commercial customers through its wholly owned banking subsidiary,
First National Bank of the South, which has 13 full-service
branches in six South Carolina counties.  First National
Bancshares was incorporated in 1999 to conduct general banking
business through its wholly owned bank subsidiary, First National
Bank of the South.


FORD MOTOR: S&P Assigns 'CCC' Rating on $2.5 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'CCC'
issue-level rating and '6' recovery rating to Ford Motor Co.'s
$2.5 billion senior unsecured convertible notes due 2016.  The '6'
recovery rating indicates S&P's expectation that lenders would
receive negligible (0 to 10%) recovery in the event of a payment
default.

Underwriters of the offering have an option to increase the
convertible note offering by $375 million.  S&P expects Ford to
use proceeds to improve liquidity, including paying down a portion
of the $10.2 billion drawn under its secured revolving credit
facility due 2011.  Ford recently announced plans to seek an
amendment from its secured lenders that would reduce commitments
to the revolving facility by up to 25% while extending the
maturity of that facility to 2013.  Ford also plans to issue up to
$1 billion in common equity.

On Nov. 3, 2009, S&P raised the corporate credit ratings on Ford
Motor Co. and Ford Motor Credit Co. LLC to 'B-' from 'CCC+'.  The
upgrades reflected, among other factors, Ford's announcement of
better-than-expected third-quarter results, including a return to
positive free operating cash flow in its global automotive
operations.  The upgrades also reflected Ford's announcement that
it would seek an extension and reduction of the revolving credit
facility.  Taken together, S&P believes these developments reduce
the risk of Ford's liquidity falling below dangerously low levels
in the next few years.  However, S&P believes demand in automotive
markets will remain weak in 2010; S&P expects Ford's financial
results to remain highly sensitive to future industry sales,
actions by competitors, and other factors beyond its direct
control.

                            Ratings List

                            Ford Motor Co.

     Corporate Credit Rating                       B-/Stable/--

                             New Ratings

                            Ford Motor Co.

                          Senior Unsecured

         US$2.5 bil. sr. convertible notes due 2016   CCC
          Recovery Rating                             6


GALLEON MANAGEMENT: SEC Charges 13 More in Insider Trading Case
---------------------------------------------------------------
The Securities and Exchange Commission announced last week
additional charges in its insider trading enforcement action
against billionaire Raj Rajaratnam and Galleon Management LP by
charging 13 additional individuals and entities, including three
hedge fund managers, three professional traders at New York-based
Schottenfeld Group, and a senior executive at Atheros
Communications, a California-based developer of networking
technologies.

The SEC's amended complaint, filed in federal court in Manhattan,
names sources for the confidential insider tips to Rajaratnam and
identifies others who traded on the basis of non-public
information in a scheme that cumulatively generated more than $33
million in illicit gains. The SEC previously brought charges
against Rajaratnam, Galleon and six others on October 16.

"When Wall Street professionals or others exploit inside
information for an illegal tip-and-trade binge, they undermine the
level playing field that is fundamental to our capital markets,"
said Robert Khuzami, Director of the Division of Enforcement.
"These defendants thought the rules that apply to all investors
did not apply to them, but the one rule they cannot avoid is the
rule of law. Now they face financial penalties, industry bars, and
possible jail time for their indiscretions."
Additional Materials

The SEC's amended complaint additionally charges:

    * Roomy Khan of Fort Lauderdale, Fla. - hedge fund consultant
         -- Obtained inside information about earnings
            announcements at Polycom and Google from unnamed
            sources, and about takeover announcements of Hilton
            and Kronos from Deep Shah.  Khan then traded on such
            information and allegedly provided some or all of this
            information to Rajaratnam, who used it to trade on
            behalf of Galleon.

    * Deep Shah of Mumbai, India - former analyst at Moody's
         -- Illegally tipped Khan about takeover announcements of
            Hilton and Kronos.

    * Choo-Beng Lee of San Jose, Calif. - co-founder and managing
      partner at Far & Lee and Spherix Capital

         -- Obtained inside information about an earnings
            announcement at Google from the same unnamed source as
            Khan, and then shared it with Ali Far. Lee and Far
            then traded on the inside information on behalf of Far
            & Lee LLC.

    * Ali Far of Saratoga, Calif. - co-founder and managing
      partner at Far & Lee and Spherix Capital

         -- Traded on inside information provided by Lee about an
            earnings announcement at Google.

         -- Far also obtained inside information about an earnings
            pre-announcement and earnings announcement at Atheros
            from Ali Hariri.  Far then tipped Lee, and they both
            then traded on the inside information on behalf of a
            Spherix Capital fund.

    * Far & Lee, LLC - California-based trading entity
         -- Involved in Far and Lee's insider trading.

    * Spherix Capital - California-based hedge fund
         -- Involved in Far and Lee's insider trading.

    * Ali Hariri of San Francisco, Calif. - vice president at
      Atheros Communications
         -- Tipped Far with inside information about an earnings
            pre-announcement and earnings announcement at Atheros.

    * Gautham Shankar of New Canaan, Conn. - former proprietary
      trader at Schottenfeld

         -- Received inside information from an unnamed person
            identified in the SEC's complaint as Tipper X about
            earnings announcements at Google and takeover
            announcements at Hilton and Kronos. Shankar traded on
            this information and tipped some of it to his
            Schottenfeld colleagues.

    * Zvi Goffer of New York, N.Y. - former proprietary trader at
      Schottenfeld

         -- Received inside information from Shankar about
            takeover announcements at Hilton and Kronos. Goffer
            then traded on this inside information.

    * David Plate of New York, N.Y. - former proprietary trader at
      Schottenfeld

         -- Received inside information from Shankar about a
            takeover announcement at Kronos. Plate then traded on
            this inside information.

    * Schottenfeld Group LLC - New York-based proprietary trading
      firm

         -- Involved in insider trading by several accounts
            including accounts managed by Shankar, Goffer and
            Plate.

    * Steven Fortuna of Westwood, Mass. - co-founder and principal
      of S2 Capital

         -- Received inside information from Danielle Chiesi
            (charged on Oct. 16) relating to Akamai Technologies
            and then traded on that information on behalf of S2
            Capital Management LP.

    * S2 Capital Management LP - New York-based hedge fund
         -- Involved in Fortuna's insider trading.

The SEC's complaint charges each of the defendants with violations
of Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 thereunder, and, except for Shah, Kumar, Moffat, Goffer and
Plate, with violations of Section 17(a) of the Securities Act of
1933. The complaint seeks a final judgment permanently enjoining
the defendants from future violations of the above provisions of
the federal securities laws, ordering them to disgorge their ill-
gotten gains plus prejudgment interest, and ordering them to pay
financial penalties. The complaint also seeks to permanently
prohibit Goel, Moffat and Hariri from acting as an officer or
director of any registered public company.

The SEC acknowledges the ongoing assistance and cooperation of the
U.S. Attorney's Office for the Southern District of New York and
the Federal Bureau of Investigation.

The SEC's investigation is continuing.

                    About Galleon Management

Galleon Group, which managed $7 billion at its peak last year,
operates five hedge funds.  Raj Rajaratnam, founder of Galleon
Group, 52, was ranked No. 559 by Forbes magazine this year among
the world's wealthiest billionaires, with a $1.3 billion net
worth.

As reported by the TCR on Oct. 27, 2009, Galleon Group said it
will wind down its funds, less than a week after hedge-fund
management firm and its founder were charged by the Securities and
Exchange Commission of insider trading.  Raj Rajaratnam, founder
of Galleon Group, sent a letter to investors saying he will now
"explore various alternatives for our business"


GENERAL MOTORS: U.S. Aid Can Be Used to Fix Opel
------------------------------------------------
ABI reports that General Motors Co.'s top executive said that the
automaker could tap some of its $50 billion in U.S. government aid
to help restructure GM's European Opel unit.

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

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

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

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

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

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


GENESCO INC: Sports Fan-Attic Deal Won't Affect S&P's 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Nashville-based
Genesco Inc.'s (B+/Stable/--) recent acquisition of Sports Fan-
Attic, a retailer of licensed, sports headwear, apparel,
accessories, and novelties, and conversion has no immediate impact
on its rating or outlook.  Nor does the redemption of
$29.8 million of its 4.125% convertible subordinated debentures
due June 15, 2023.

Sports Fan-Attic currently has 37 stores in seven states with
revenues of approximately $30 million for the 12 months ended
Sept. 30, 2009.  The debentures were converted into common stock
in two separate transactions, one for $5.00 million on Nov. 2,
2009, and another for $16.04 million on Nov. 5, 2009.  The balance
of about $8.8 million of the debentures will be redeemed on
Dec. 3, 2009.  Pro forma for the acquisition and debt exchange and
redemption, S&P estimates that credit metrics will improve
slightly, but this enhancement will not have an immediate impact
on the company's rating or outlook.


GLEN ROSE: Posts $279,004 Net Loss in First Quarter Ended June 30
-----------------------------------------------------------------
Glen Rose Petroleum Corporation reported a net loss of $279,004 on
oil and gas sales of $35,210 for the three months ended June 30,
2009, compared with a net loss of $658,792 on oil and gas sales of
$15,209 in the same period of 2008.

Loss from operations decreased from $658,043 for the three months
ended June 30, 2008, to $277,540 for the three months ended
June 30, 2009.  This change in loss from operations is primarily
attributable to a decrease in consulting and stock compensation
expenses as well as increases in oil sales.

At June 30, 2009, the Company's consolidated balance sheets showed
$6,277,701 in total assets, $3,369,694 in total liabilities, and
$2,908,007 in total shareholders' equity.

The Company's consolidated financial statements also showed
strained liquidity with $203,490 in total current assets available
to pay $3,144,216 in total current liabilities.

The Company's working capital deficit increased $237,974 or
approximately 9%, from a working capital deficit of $2,702,752 at
March 31, 2009, to $2,940,726 at June 30, 2009.  The increase in
working capital deficit resulted primarily from the increase in
current liabilities due to increases in development and production
costs during the quarter ending June 30, 2009.

A full-text copy of the Company's consolidated financial
statements for the three months ended June 30, 2009, is available
for free at http://researcharchives.com/t/s?48c4

            Amendment to March 31, 2007 Annual Report

On November 2, 2009, the Company filed amendment no. 1 to its
annual report for the year ended March 31, 2007, which was filed
with the Securities and Exchange Commission on July 16, 2007.
This amendment revises the loss from operations on page F-5 of the
financial statements and related disclosure in the Management
Discussion and Analysis.  A loss on the sale of oil and gas assets
was moved from below the operating expense line up to be included
in operating expenses.  The amendment has no impact on the
Company's net income of loss.

A full-text copy of the amendment to the Company's annual report
for the year ended March 31, 2007, is available for free at:

                http://researcharchives.com/t/s?48c5

A full-text copy of the Company's original annual report for the
year ended March 31, 2007, is available for free at:

                http://researcharchives.com/t/s?48c6

                       Going Concern Doubt

Jonathon P. Reuben CPA expressed substantial doubt about Glen Rose
Petroleum Corporation and subsidiaries' ability to continue as a
going concern after auditing the Company's consolidated financial
statements as of and for the year ended March 31, 2009.  The
auditing firm pointed to the Company's negative working capital,
significant losses and accumulated deficit of $48,432,770 as of
March 31, 2009.

                    About Glen Rose Petroleum

Dallas-based Glen Rose Petroleum Corp. (NasdaqCM: GLRP) --
http://www.glenrosepetroleum.com/-- owns UHC Petroleum
Corporation, a Texas corporation, and licensed operator with the
Texas Railroad Commission.  UHC Petroleum is an independent
producer of natural gas and crude oil based in Dallas, Texas.  UHC
Petroleum operates the Wardlaw Field, located approximately 28
miles west of Rocksprings in Edwards County, Texas.  UHC Petroleum
has a gross working interest of 100% and a net revenue interest of
75% of the Wardlaw Field production.  The original lease term was
extended by a period of 90 days each time a well was drilled;
therefore, based on prior drilling, the primary lease term is
currently extended to 2014.


GPX INTERNATIONAL: Hits Former Employees With Trade Secrets Suit
----------------------------------------------------------------
According to Law360, GPX International Tire Corp. has sued two
former employees, accusing them of misappropriating confidential
information related to the auction of the bankruptcy estate's
solid tire assets in order to gain an unfair advantage in the
bidding process.

As reported by the TCR on November 9, 2009, GPX International Tire
sought and obtained the approval of the U.S. Bankruptcy Court for
the District of Massachusetts to conduct a public auction of its:

(a) North American operations related to the manufacture and
     sale of solid and semi-solid off-the-road tire products,
     including its interests in its Gorham, Maine, Red Lion,
     Pennsylvania manufacturing facilities, and

(b) stock in Starbright Group Inc., a Cayman Islands holding
     company, and the parent and sole stockholder of Hebei
     StarbrightTire Co., Ltd., the owner of a tire manufacturing
     facility in Hebei Province, China (the "Solid Tire Assets").

The Debtor's other primary business is its off highway and tire
truck business.  The Debtor proposes to sell the OTRJTruck Unit in
its entirety to two separate purchasers in two separate, but
interrelated, private sales, absent higher and better offers.

Alliance Tire Co. (1992) USA Ltd. would acquire the Debtor's U.S.
OTRJTruck Unit operations, including its assets, customer
relationships, warehouse footprint, Galaxy and Primex brands and
Aeolus medium radial truck tire distribution license.

The Debtor has also entered into an agreement with 2220753 Ontario
Inc., an entity that was formed by Allegro Rubber International
Inc. and Robert Sherkin and Peter Koszo, who are managers of the
Debtor's indirect subsidiary, Dynamic Tire Corp., and interest
holders in the Debtor, and therefore insiders as that term is
defined in Section 101(31) of the Bankruptcy Code.  Ontario has
agreed to purchase the Debtor's stock interest in Dynamic, which
(pursuant to a Supply and Distribution Agreement with the
purchaser of the Alliance Assets) will continue the sale and
distribution in Canada of the Galaxy and Primex brand off-the-road
tires as well as the sale and distribution of medium radial truck
and passenger car tires and private label sourcing.  The proposed
sale of Dynamic will be accomplished through the sale, free and
clear of liens claims and interests, of the stock of Dynamic's
parent, 2082320 Ontario Inc., a wholly owned subsidiary of the
Debtor, along with certain other assets.

To permit interested parties to make counter-offers for any or all
of the Alliance Assets, the Dynamic Assets and the Solid Tire
Assets, the Debtor has requested that the Court establish the same
schedule for the Private Sales and the Public Auction.

Competing bids for the Assets are due December 2.  Bids may be
submitted for either the Alliance Assets, the Dynamic Assets, the
Solid Tire Assets or any combination of those assets.  A bid for
the Alliance Assets must in cash in amount not less than
$35,230,000 and assumed liabilities of not less than $5,300,000.
A bid for the Dynamic Assets must be not less than $24,665,000.  A
bid for the Solid Tire Assets must be at a minimum value of
$9,000,000.

The public auction for the Solid Tire Assets will be on December
7, at a time prior to the sale hearing, with bids due December 2.

The Court has set a hearing on the sale motions for December 7,
2009, at 10:00 a.m.

                      About GPX International

GPX International Tire Corporation is one of the largest
independent global providers of specialty "off-the-road" tires for
the agricultural, construction, materials handling and
transportation industries.  GPX is a worldwide company,
headquartered in Malden, Massachusetts, with operations in North
America, China, Canada, and Germany.  A third generation family-
owned business, GPX and its predecessor companies have been in
business since 1922.

GPX International filed for Chapter 11 on Oct. 26, 2009 (Bankr. D.
Mass. Case No.: 09-20170).  GPX is represented in U.S. Bankruptcy
Court by attorneys Harry Murphy of Hanify & King, P.C. and Peggy
Farrell of Hinckley Allen & Snyder LLP as corporate counsel.  TM
Capital Corp. serves as investment banker to GPX in connection
with these transactions and Argus Management Corporation serves as
restructuring advisor to GPX. The petition says assets and debts
range from $100 million to $500 million.


GREEKTOWN HOLDINGS: Addresses Plan Confirmation Objections
----------------------------------------------------------
In response to objections filed against their Plan, Greektown
Holdings LLC and its units, and Merrill Lynch Capital Corporation,
as Plan Proponents, reiterate that their Joint Chapter 11 Plan
meets each requirement set forth under Section 1129 of the
Bankruptcy Code, including the "cramdown" provisions of Section
1129(b).

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, on behalf of the Debtors, asserts that the
discretionary components of the Plan are reasonable and
appropriate and therefore, should be approved.

The Plan enables the Debtors to emerge from Chapter 11 with a
healthy and robust balance sheet and well-positioned to succeed,
Mr. Weiner contends.  However, he says that certain out-of-the-
money creditor constituents have embarked on a scorched-earth
policy throughout the Plan confirmation process whose objections
reflect the classic strategy of an out-of-the-money investor
seeking to extort holdup value from the Debtors' estates and the
Secured Lenders, embarking on burdensome and time-consuming
fishing expeditions cloaked as "discovery," and objecting on
every conceivable ground, no matter how specious, with the
ultimate goal of delay and hope that one or more arguments will
"stick" or generate the impression that the Plan is somehow
unconfirmable.  He argues that each of their objections is
without merit and the Court should overrule them and confirm the
Plan.

As previously reported, several parties filed objections to the
Plan, which include:

  * The Official Committee of Unsecured Creditors,
  * Deutsche Bank Trust Company Americas, as Indenture Trustee,
  * MFC Global Investment Management (U.S.) LLC,
  * Sault Ste. Marie Tribe of Chippewa Indians,
  * The Kewadin Casinos Gaming Authority,
  * Luna Greektown LLC and Plainfield Asset Management LLC,
  * Dimitrios Papas, Viola Papas, Pegasus Greektown Inc.,
    Dionysis LLC, Helicon Development LLC d/b/a Helicon
    Holdings, Ted and Maria Gatzaros
  * National City Bank
  * Jenkins/Skanska Venture LLC
  * International Union, UAW.

Amidst all the objections, the Plan Proponents maintain, in
general, that:

  -- Their Plan is fair and equitable with respect to each Class
     of Claims and Interests pursuant to Section 1129(b);

  -- Their Plan does not discriminate unfairly among similarly
     situated creditors;

  -- Their Plan is not a substantive consolidation plan;

  -- Their Plan was submitted in good faith;

  -- Their Plan meets the "best interest of creditors test;"

  -- Their Plan is feasible;

  -- Their Plan will be amended to revise third party release
     provisions; and

  -- Any delay between the Confirmation Date and the Effective
     Date is necessary and justified, as one of the conditions
     precedent to the Effective Date is obtaining the necessary
     regulatory approvals from the Michigan Gaming and Control
     Board, which is out of the Plan Proponents' control.

The Plan Proponents relate that they continue to work to resolve
objections and in this light, certain modifications may be made
to the Plan.

A chart providing detailed information on the Objecting Parties'
objections and the Plan Proponents' response is available for
free at http://bankrupt.com/misc/GrktnConfObjRsp.pdf

Meanwhile, the City of Detroit filed an objection to reserve its
rights to challenge the Second Amended Joint Plans of
Reorganization filed by the Debtors and Merrill Lynch Capital
Corporation if a settlement between the Plan Proponents and the
City is not effectuated.  Cezar M. Froelich, Esq., at Shefsky &
Froelich Ltd., in Chicago, Illinois, notes that the Development
Agreement is a necessary contract to permit the Plan Proponents to
operate a casino in the City of Detroit but the Plan fails to
adequately address the consent required of the City to (i) the
assignment, transfer, or modification of the current Revised
Development Agreement, or (ii) transfer of equity ownership in the
Greektown Debtors to the prepetition lenders, or (iii) a sale.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: Committee, et al., Oppose Detroit Settlement
----------------------------------------------------------------
Greektown Holdings LLC, Merrill Lynch Capital Corporation, as
administrative agent for the prepetition lenders and the DIP
lenders, and the City of Detroit have asked the Bankruptcy Court
to approve a settlement agreement that aims to resolve issues
among them.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, relates that the parties' Settlement provides a
global resolution of all of the outstanding issues of dispute
between the Debtors and the City, including disputes relating to
the Development Agreement, the Tax Rollback and the City's
objections to the Debtors' Chapter 11 Plan of Reorganization.

The Official Committee of Unsecured Creditors, Deutsche Bank
Trust Company Americas, as indenture trustee for senior notes due
2013 issued by Greektown Holdings and Greektown Holdings II, and
MFC Global Investment Management (U.S.) LLC, however, ask the
Court to deny approval of the settlement.

The Joint Objectors argue that the Request constitutes a breach
of fiduciary duty by the Debtors to maximize value to all
creditors and should not be approved in its present form.

Joel D. Applebaum, Esq., at Clark Hill PLC, in Detroit, Michigan,
contends that the Settlement does not meet the statutory "fair
and reasonable" requirements of Rule 9019 of the Federal Rules of
Bankruptcy Procedure because it was designed by the Prepetition
Lenders and the Debtors to favor their current Joint Plan and
disadvantage any other plan that may be proposed.  "[The
Settlement] is a complete abdication of the Debtors' fiduciary
obligations toward their unsecured creditors," he asserts.

Confirmation of the Debtors and Lenders' Joint Plan is a
condition precedent of the Settlement, Mr. Applebaum points out.
Therefore, the Settlement is essentially an effort by the Debtors
to prevent the proposal of alternative plans that provide more
value to the Debtors' estates than the Joint Plan, he maintains.

"It is an inexcusable breach of fiduciary duty for the Debtors to
have insisted that the City take sides in the Plan confirmation
process in a manner adverse to the maximization of value for all
creditors," Mr. Applebaum insists.

                   Council Rejects Settlement

The Detroit City Council has voted to reject the Settlement after
a group of local investors like Arthur Blackwell argued that
investors deserve some form of payment in the Debtors' Chapter 11
cases, Detroit Free Press reports.

However, the report noted, Detroit City Mayor Dave Bing said he
will ask the council to reconsider its vote because he thinks
that it is an attempt to force the Court to make payments to a
small group of investors which violates bankruptcy rules.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: Confirmation Hearing Moved to Nov. 16
---------------------------------------------------------
The plan confirmation hearing in the cases of Greektown Casino has
been adjourned to Nov. 16, 2009, according to a Nov. 5 report by
The Detroit Free Press.

"The parties are exploring the potential of a consensual plan
among several parties to clear the path for a successful exit
from Chapter 11," The Detroit Free Press quoted Greektown
Casino's counsel, Daniel J. Weiner, Esq., of Schafer and Weiner,
as saying.

Before the Court are two Chapter 11 plans: the first plan was
jointly filed by the Debtors and secured lender Merrill Lynch
Capital Corporation, which values Greektown Casino for
$540 million, while the second plan was jointly filed by MFC
Global and a group of Noteholders, which values the Casino at
$600 million.

          Debtors: Noteholder Plan, a Delaying Tactic

Greektown Holdings LLC was scheduled to present its Chapter 11
plan for confirmation on November 3 until a group of noteholders
surfaced with a competing plan designed to pay secured creditors
100 cents on the dollar in cash.

MFC Global Investment Management (U.S.) and certain noteholders
presented to the U.S. Bankruptcy Court for the Eastern District
of Michigan on November 2, 2009, an alternative plan and
disclosure statement for the restructuring process of Greektown
Holdings LLC and its debtor affiliates.

However, after discussions and a closer examination of the
Noteholder Alternative Plan, the Debtors and Merrill Lynch
asserted that the Noteholder Plan is not feasible and has been
proposed in an effort to delay the Confirmation Hearing.

Moreover, Mr. Weiner reminded the Court that it went through the
same exercise of putting the Debtors' Plan on hold so that the
Luna Plan can "catch up" with the confirmation process.  The
Debtors should not be forced to put their Plan on hold again so
that the Noteholders can play "catch up," too, he maintained.
The Noteholders could have filed their own Plan as early as
February 2009 when exclusivity had terminated and no plan was
pending, Mr. Weiner asserted.

Mr. Weiner also pointed out that the Noteholder Plan Proponents'
Request is replete with statements regarding the superiority of
the Noteholder Plan and the alleged defects of the Debtors' Plan.
The statements, he contended, constitute an improper solicitation
of the Noteholder Plan.

            Gatzaros Trying to Buy Greektown Casino

In other news, Crain's Detroit Business related October 29, 2009
that Ted Gatzaros wants to purchase Greektown Casino by forming a
coalition of unsecured investors who are likely to lose money in
Greektown Casino's Chapter 11 proceedings.

Chris Jackson, a Detroit City Council member, in an interview
with Crain's, revealed that Mr. Gatzaros has been meeting with 10
other minority investors to put together a plan.

Cid Froelich, Esq., at Shefsky & Froelich Ltd, in Chicago,
Illinois, confirmed that Mr. Gatzaros talked to him about a plan
recently.

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: Files 3rd Amended Plan & Disc. Statement
------------------------------------------------------------
Greektown Holdings LLC and its debtor affiliates, together with
Merrill Lynch Capital Corporation, as administrative agent for
the Prepetition and DIP Lenders, submitted to the Court their
Third Amended Chapter 11 Plan of Reorganization and Disclosure
Statement on October 30, 2009.

The Third Amended Plan includes these modifications:

  * Deletion of all reference to the alternative Chapter 11 Plan
    of Reorganization submitted by Luna Greektown LLC and
    Plainfield Asset Management LLC and its affiliates;

  * Inclusion of a settlement agreement between the Debtors and
    the City of Detroit;

  * Deletion of certain provisions regarding post-confirmation
    sales of any assets; and

  * Addition of language regarding the later litigation of bond
    avoidance action claims.

Attached as exhibits to the Third Amended Plan are the drafts of
these documents:

  1. Amended and Restated Limited Liability Company Agreement;
  2. Board Service Agreement;
  3. Casino Operating Agreement; and
  4. Credit Agreement among Greektown Holdings LLC as the
     borrower, Greektown Casino LLC, Contract Builders
     Corporation and Realty Equity Company, Inc. as subsidiary
     guarantors, various financial institutions as lenders, and
     Bank of America N.A. as issuer and administrative agent.

The Debtors, however, note that they are still in consultation
with the Michigan Gaming Control Board and continue to refine the
ownership and management structures of Reorganized Greektown and
accordingly, the ownership and management structures and the
related documents under the Plan Exhibits are subject to change.

A clean copy of the Third Amended Plan with the Exhibits is
available for free at http://bankrupt.com/misc/Grktn3AmPlan.pdf

A redlined copy of the Third Amended Plan is available for free
at http://bankrupt.com/misc/Grktn3AmPlanRed.pdf

A redlined copy of the Limited Liability Company Agreement is
available for free at http://bankrupt.com/misc/GrktnCoAgmt.pdf

                      About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


HAMPSHIRE GROUP: Swings to $572,000 Net Loss for Q3 2009
--------------------------------------------------------
Hampshire Group, Limited, reported a net loss of $572,000 for the
three months ended September 26, 2009, from net income of
$2,712,000 for the quarter ended September 27, 2008.  The Company
reported a net loss of $16,790,000 for the nine months ended
September 26, 2009, from net income of $6,084,000 for the nine
months ended September 27, 2008.

Hampshire Group booked net sales of $50,869,000 for the three
months ended September 26, 2009, from $80,962,000 for the quarter
ended September 27, 2008.  It recorded net sales of $100,914,000
for the three months ended September 26, 2009, from $153,622,000
for the nine months ended September 27, 2008.

At September 26, 2009, the Company had total assets of $99,108,000
against total liabilities of $51,101,000.

In a news statement, the Company said on September 26, 2009, cash
and cash equivalents totaled $1.5 million compared with $400,000
on September 27, 2008.  The Company's working capital related to
continuing operations was $45.9 million at September 26, 2009
compared with $71.0 million at September 27, 2008. As of September
26, 2009, the Company had no outstanding borrowings from its
credit facility with approximately $41.2 million of availability
and was in compliance with all covenants of its amended credit
facility.

On November 4, 2009, the Company announced that it renewed its
licensing agreement for three years with Geoffrey Beene LLC for
the design, production and distribution of men's sweaters under
the Geoffrey Beene(R) brand.

Commenting on the results, Heath L. Golden, President and CEO of
Hampshire Group, remarked, "We have made significant progress in
streamlining our cost structure and realigning our operations to
better position the business for long-term success. In the third
quarter, we remained focused on our restructuring efforts,
decentralized our sourcing operations, and recruited Howard
Zwilling, most recently the Group Chief Executive Officer of Jones
Apparel Group's Moderate Sportswear business, to revitalize our
women's businesses. While the full impact of our actions will not
be felt for a few quarters, the third quarter, while difficult,
was in-line with our expectations. We believe we now have the
right structure and team in place to drive growth across the
business and achieve our financial objectives."

The Company said it is on track to complete the final phase of its
2009 restructuring plan by the end of 2009.  Restructuring charges
for the three months ended September 26, 2009 were $800,000
compared with $100,000 for the same period last year and consisted
primarily of termination benefits.  The increase in the current
period was the result of a plan initiated in April 2009 that
eliminated positions at all levels and consolidated certain
locations as compared to the same period last year.  Restructuring
charges for the nine months ended September 26, 2009 were $4.2
million compared with $500,000 for the same period last year and
consists primarily of termination benefits and lease exit costs.
The Company anticipates incurring additional restructuring costs
of approximately $200,000 during the remainder of 2009.  The
Company believes that the 2009 and 2008 restructuring activities
will result in annualized savings from selling, general and
administrative expenses of $10.0 million and $3.1 million,
respectively.

During July 2009, the Company initiated the final phase of its
2009 restructuring plan, which included executive level
organizational changes and the consolidation of its Asian
operations.  As a result of this consolidation, the Company will
reduce its global workforce by an additional 29%, bringing total
2009 personnel reductions to approximately 50% of first quarter
2009 staffing levels.

Mr. Golden concluded, "While our financial results for 2009 will
no doubt reflect a challenging year, we are confident that we are
taking the appropriate steps to re-position the business to
maximize shareholder value.  We are beginning to gain traction on
some of the initiatives put in place earlier this year, as
demonstrated by initial positive response to the launches of JOE
Joseph Abboud(R) and Alexander Julian Colours(R).  Further, we see
opportunities ahead as we look to build upon our solid foundation
by exploring international markets and new distribution channels
including shop-at-home as well as category extensions with
existing brands."

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?48e0

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48df

Last week, the Company filed a Registration Statement on Form S-8
to register 880,000 shares of the Company's common stock, par
value $0.10 per share, which may be issued under the Company's
2009 Stock Incentive Plan.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?48e1

                       About Hampshire Group

Hampshire Group, Limited is a U.S. provider of women's and men's
sweaters, wovens and knits, and a designer and marketer of branded
apparel.  Its customers include leading retailers such as JC
Penney, Kohl's, Macy's, Belk's and Dillard's, for whom it provides
trend-right, branded apparel.  Hampshire's owned brands include
Spring+Mercer(R), its "better" apparel line, Designers
Originals(R), Hampshire's first brand and still a top-seller in
department stores, as well as Mercer Street Studio(R),
Requirements(R), and RQT(R).  Hampshire also licenses the Geoffrey
Beene(R) and Dockers(R) labels for men's sweaters, both of which
are market leaders in their categories, and licenses JOE Joseph
Abboud(R) for men's sportswear and Alexander Julian Colours(R) for
men's tops.


HAWAIIAN TELCOM: Creditors Committee, Others Object to Plan
-----------------------------------------------------------
A number of parties expressed their opposition to the
confirmation of Hawaiian Telcom Communications Inc.'s Amended
Joint Chapter 11 Plan of Reorganization in separate filings.  The
Objection Parties include:

-- the Official Committee of Unsecured Creditors,
-- U.S. Bank National Association,
-- Deutsche Bank National Trust Company,
-- the United States Trustee for Region 15,
-- the State of Hawaii, and
-- certain contract counterparties.

A. Committee

  The Committee alleges that the Amended Plan is the product of
  the concerted efforts of the Debtors and their Prepetition
  Lenders to deliver to the Prepetition Lenders ownership of the
  Debtors by any means necessary.  Christopher J. Muzzi, Esq.,
  at Moseley Biehl Tsugawa Lau & Muzzi LLLC, in Honolulu,
  Hawaii, asserts that the Amended Plan is based on flawed
  conclusions that provides a de minimis recovery to unsecured
  creditors, whose taken distributions -- in the face of their
  collective $500 million contribution to the Debtors -- pale in
  comparison to the windfalls being provided to the Prepetition
  Lenders and the Debtors' management.  However, he asserts,
  under a proper framework, the Lenders' secured claim equals
  only the value of the Debtors' assets in which they do have a
  security interest of $530 million, not the entire value of the
  Debtors of $682 million.

  Moreover, using the Committee's expert's estimate of net
  distributable value of $682.4 million, the value to which the
  unsecured creditors are entitled to is $139.3 million, Mr.
  Muzzi insists.  Similarly, the Committee alleges that the
  Debtors and the Prepetition Lenders have grossly undervalued
  the Debtors' unsecured real estate holdings by improperly
  valuing those assets on a liquidation basis.  Using the
  Committee's expert valuations, Mr. Muzzi points out, the
  Debtors' total unencumbered assets are worth $99.4 million -
  three times the value ascribed in the Amended Plan.

  The Committee also argues that the Amended Plan unfairly
  discriminates between the Senior Noteholders and the
  Subordinated Noteholders by providing the Senior Noteholders
  with warrants of speculative value, while unsecured creditors
  receive cash and straight equity grants.  Based on the Amended
  Plan value, the warrants have an intrinsic value of only
  $2.6 million, even if the Debtors recognize that their estates
  hold  unencumbered assets with a value of at least $10 million,
  Mr. Muzzi discloses.  "Essentially, the Amended Plan deprives
  the unsecured creditors of the value of their valid claims, and
  is neither fair nor equitable," Mr. Muzzi stresses.

  The Committee also complains that the Management Equity
  Incentive Plan under the Amended Plan, which will distribute
  within just three years, 10% or more of the Debtors' equity to
  a management group that held 0.2% of the Debtors' prepetition
  equity, are excessive and insulting in light of the near 0%
  distribution to general unsecured claims.

  Against this backdrop, the Court should deny confirmation of
  the Amended Plan, the Committee asserts.

B. U.S. Bank

  U.S. Bank is the trustee under a May 2, 2005 Indenture for (i)
  senior floating rate notes in the aggregate principal amount
  of $150 million due 2013, and (ii) senior fixed rate notes in
  the aggregate principal amount of $200 million due 2013.

  Ronald K. Kotoshirodo, Esq., at Honolulu, Hawaii, points out
  that additional representations and protections are required
  to preserve any value of the New Warrants as set forth in the
  New Warrant Agreement under the Amended Plan:

    * The new common stock of the Debtors that will be received
      upon the exercise of the New Warrants must be freely
      transferable without restriction;

    * The Reorganized Debtors must be also authorized to issue
      any additional shares of New Common Stock as required to
      satisfy any obligation to issue shares of New Common Stock
      upon exercise of the New Warrants;

    * The right to jury trial to resolve disputes regarding the
      issuance of warrants should be preserved; and

    * Any order confirming the Modified Plan must clarify that
      the New Warrant Agreement does not supersede the
      provisions of the Amended Plan that require distributions
      to Senior Noteholders to flow through U.S. Bank, including
      those provisions that provide for the appointment of a New
      Warrant Agent.

  U.S. Bank further asserts that the Amended Plan should provide
  for payment of its fees and expenses.  U.S. Bank maintains
  that it has provided the Debtors' estates with a necessary and
  fundamental service, integral to the Debtors' Chapter 11
  process.

  Mr. Kotoshirodo also clarifies that the Amended Plan should
  not name U.S. Bank as trustee under an indenture for 12.5%
  Senior Subordinated Notes due 2015, because U.S. Bank already
  resigned as trustee and was succeeded by Deutsche Bank
  National Trust Company.

  Moreover, U.S. Bank joins in the Committee's objection as to
  the value of the New Warrants.

  Absent the sought clarifications in this objection, and the
  resolution of the issues raised by the Committee, U.S. Bank
  insists that the Amended Plan cannot satisfy Sections 1122 and
  1129(a)(8).

C. Deutsche Bank

  Deutsche Bank contends that the Amended Plan ignores nearly
  $161 million in claims that are due and owing by the Debtors
  to Subordinated Noteholders, and fails to implement the
  subordination provisions of the Indenture.

  Deutsche Bank is trustee for an indenture with respect to
  12 1/2% Senior Subordinated Notes due 2015, dated May 2, 2005.

  Alexis M. McGinness, Esq., at Case Lombardi & Pettit, in
  Honolulu, Hawaii, argues that the treatment of the
  Subordinated Notes under the Amended Plan is not in accordance
  with Section 510(a).  The subordination provisions of the
  Indenture, he asserts, do not eliminate the Debtors'
  obligations to make distributions with respect to the
  Subordinated Notes to Deutsche Bank regardless of how the
  distributions will ultimately be disposed of.

  "Vis-a-vis the Debtors, each of the holders of the Senior
  Notes claims and the Subordinated Notes claims must be viewed
  as equal creditors that are entitled to share pari passu in
  dividends from the Debtors," Mr. McGinness insists.

  Deutsche Bank also complains that the Amended Plan fails to
  provide for the payment of the Debtors' contractual
  postpetition obligation to its fees, expenses, disbursements,
  advances, and all other amounts due to it.  "By improperly
  denying any distribution on account of the Subordinated Notes
  Claims, the Amended Plan improperly reorders the priority
  distribution scheme provided for in the Indenture in an
  obvious attempt avoid its postpetition administrative
  obligations to pay the Indenture Trustee Fees and Expenses,"
  Mr. McGinness says.

  As a supplement to its plan objection, Deutsche Bank filed
  with the Court a chart comparing requirements under the
  Indenture for the Subordinated Notes with provisions contained
  in the Plan.

D. U.S. Trustee

  Tiffany Carroll, acting United States Trustee for Region 15,
  urges the Court to deny approval of the exculpation provision
  under the Amended Plan since it constitutes a prohibited
  release by third parties against non-debtors.

  Ms. Carroll points out that the fresh start that Section
  524(e) of the Bankruptcy Code provides to debtors is not
  intended to absolve non-debtor parties from any negligent
  conduct that occurred during the course of bankruptcy.
  However, she points out, the exculpation provision would
  release non-debtor entities for any prepetition or
  postpetition acts taken relating to the reorganization.  She
  adds that the releases were not consented to, or negotiated by
  the releasing parties.

  Similarly, Ms. Carroll asserts that the permanent injunction
  under the Amended Plan would enjoin all entities from
  asserting claims based on any act of omission that occurred
  before the Effective Date against not only the Debtors but
  also their employees and agents.  Ms. Carroll believes that
  the injunction is tantamount to a release against non-debtor
  entities, which injunction has not been consented to or
  negotiated among the parties.

  Thus, if the Court allows the exculpation and injunctive
  relief for non-debtors, it should limit the protections, which
  apply only to postpetition acts of the protected person or
  entity, Ms. Carroll proposes.  Any exculpation and injunctive
  protections should carve out exceptions for negligence and
  willful misconduct, she maintains.  Ms. Carroll does not
  oppose clarification that makes clear that the Amended Plan
  does not alter any Creditors Committee member's immunity
  provided under Section 1103(c) of the Bankruptcy Code.

E. State of Hawaii

  Jerrold K. Guben, Esq., in Honolulu, Hawaii, attorney general
  for the state of Hawaii, points out that a condition precedent
  to the consummation of the Amended Plan and the establishment
  of an Effective Date is for the Reorganized Debtors to obtain
  the required regulatory approval of the Hawaii Public
  Utilities Commission with an expected time frame of six to
  nine months.  Mr. Guben notes that the Court has recognized
  the HPUC's obligation to protect the public interest.  In this
  light, the State seeks recognition of the general and plenary
  jurisdiction of the HPUC to review and approve the Reorganized
  Debtors and the confirmed plan, in a regular HPUC docket, to
  be opened after the confirmation of the Amended Plan.

F. Contract Parties

  1. AT&T

     AT&T Corp. does not object to the assumption of its
     agreements with the Debtors under the Plan, provided that
     the Debtors must pay $108,423 as outstanding amounts due
     under the AT&T Agreements.  Moreover, AT&T seeks
     clarification from the Debtors as to the specific
     agreements the Debtors intend to assume and assign for AT&T
     to assess the appropriate cure amounts.

  2. Pacific Lightnet

     Pacific Lightnet, Inc., a Hawaii-based competitive local
     exchange carrier offering local dial tone, high-speed
     internet, and other services, asserts that the Debtors'
     proposed rejection of a telecommunications interconnection
     agreement it entered into with the Debtors, raises issues
     regarding the authority to modify HPUC's and Federal
     Communications Commission's restrictions on the Debtors'
     business.  For one, interconnection agreements were part of
     an integrated HPUC regulatory process that takes them out
     of the realm of executory contracts that could be subject
     to rejection, Susan Tius, Esq., in Rush Moore LLP, in
     Honolulu Hawaii, points out.  Even if the interconnection
     agreements were divisible from the HPUC regulatory process,
     she notes that the Debtors would still not be able to
     reject them for lack of any justification.

     Pacific Lightnet says that if it is unable to reach
     agreement with the Debtors on the Debtors' interconnection
     obligations, it asks the Court to delay any decision on
     confirmation of the Amended Plan until the Debtors fully
     brief their intentions with respect to the Interconnection
     Agreement.

  3. Verizon

     Verizon Business Global LLC does not oppose the assumption
     of its telecommunications agreements with the Debtors under
     the Amended Plan, provided that the Debtors pay $534,980 to
     Verizon as the proper cure amount due under the Verizon
     Agreements.

  4. Cisco Systems

     Cisco Systems, Inc., does not object to the assumption and
     assignment of its agreements with the Debtors.  Cisco,
     however, asks the Debtors to furnish it with more
     information to agreements they intend to assume and assign.
     Moreover, Cisco asks the Court to require the Debtors to
     (i) cure all defaults under the Cisco Agreements, and (ii)
     provide adequate assurance of future performance.

  5. State of Hawaii

     The State of Hawaii, on behalf of its departments, agencies
     and independent commissions, including the Department of
     Transportation asks the Court for a hearing pursuant to
     Rules 9014 and 6006 of the Federal Rules of Bankruptcy
     Procedure and Rule 6001-1 of the Local Rules of Bankruptcy
     Procedure for the District of Hawaii, on the alleged
     executory contracts between the Debtors and the Department
     of Transportation to be rejected under the Amended Plan.

                    Debtors Defend Amended Plan

Throughout their Chapter 11 cases, the Debtors have worked hard
to maintain stability in their operations and to pursue their
strategic business plan, Theodore D.C. Young, Esq., at Cades
Schutte LLP, in Honolulu, Hawaii, tells the Court.  The Debtors
are now ready to emerge from Chapter 11, better positioned to
provide first-class telecommunications services to the State of
Hawaii, he says.

Mr. Young reminds the Court that pursuant to the Amended Plan,
the Prepetition Lenders will receive the vast majority of the
equity in the Reorganized Debtors and holders of the Debtors'
senior unsecured fixed rate and floating rate notes will obtain
minority ownership rights through the issuance of cashless
warrants.

Contrary to the Committee's objections, Mr. Young asserts that
the vast majority of $460 million in distributable value under
the Amended Plan to the Prepetition Lenders in the form of (i)
common stock of the Reorganized Debtors, and (ii) a $300 million
new term loan, is consistent in light of the Prepetition Lenders'
liens on the Debtors' income-producing assets.  In developing the
Amended Plan, he points out, the Debtors diligently analyzed
their unencumbered assets and determined that value to be
$33.1 million, about 27% of the total distributable of
$460 million.  The Debtors structured the Amended Plan to allocate
more value to unsecured creditors than they are legally entitled
to on account of the value of the Unencumbered Assets, Mr. Young
asserts.  "In this light, the Committee offers a grossly inflated
enterprise valuation."

Mr. Young also argues that the Warrants are "in the money,"
meaning that immediately upon emergence, the exercise price of
the warrants will be less than the anticipated market value of
the Reorganized Debtors' common stock.  He emphasizes that
distribution of common stock to the Senior Noteholders will
result in the loss of tens of millions of dollars of tax benefits
for the Debtors, whereas distributing warrants to the Senior
Noteholders preserves the Debtors' tax attributes while
delivering more than sufficient value to the Senior Noteholders.

The Amended Plan does not unfairly discriminate between holders
of the Senior Notes and Subordinated Notes, Mr. Young contends,
because the Amended Plan gives effect to the subordination
provisions.  Moreover, the Amended Plan does not discriminate
unfairly between holders of Allowed Senior Notes Claims and
Allowed General Unsecured Claims even though holders of Allowed
Senior Notes Claims stand to receive warrants and holders of
Allowed General Unsecured Claims stand to receive cash, he adds.
Thus, he assures the Court, the Amended Plan satisfies all of the
requirements for confirmation under Section 1129.

Accordingly, the Debtors ask the Court to confirm the Amended
Plan and overrule the objections against the Plan.

The Debtors sought and obtained the Court's authority to file a
memorandum of law in support of their Amended Plan of up to 85
pages.  In a supporting declaration, Mr. Young said that the
additional pages are necessary, reasonable and appropriate
because of the numerous issues to be addressed at the
Confirmation Hearing.

In a separate order, the Court also permitted the Debtors to
exceed the page limitation set for their Omnibus Reply Memorandum
to the nine separate objections related to the Plan.

                   Parties Testify in Support of
                         the Amended Plan

In separate written direct testimony filed on November 2, 2009,
nine individuals expressed their support to the Debtors' Amended
Joint Plan of Reorganization:

  1. Eric K. Yeaman, president and chief executive officer

  2. Michael F. Edl, senior vice president for network services

  3. Keith Yoshino, director of regulatory accounting, reporting
     and cost analysis for the Debtors

  4. Kevin Nystrom, chief operating officer of the Debtors

  5. Robert F. Reich, senior vide president, chief financial
     officer and treasurer of the Debtors

  6. Suneel Mandava, director at Lazard Freres & Co., LLC, the
     Debtors' financial advisor

  7. J. Nicholas Melton, managing director at Lazard Freres

  8. Robert C. Hastings, principal and president of Hastings

  9. Conboy, Braig & Associates, Ltd., the expert employed by
     the Debtors about their unencumbered assets

10. Howard Tucker, partner at Ernst & Young LLP, the Debtors'
     tax advisor

Mr. Yeaman asserted that the Amended Plan is fair and reasonable
and essential for the Debtors, their employees, and the State of
Hawaii.  Despite the Debtors' efforts to reach a consensus on
disputed issues with the Prepetition Lenders and the Committee,
those parties did not reach a settlement.  While it is
disappointing that a consensual plan was not developed, that does
not change that the Plan as proposed is the best option for the
Debtors to move forward, successfully emerge from bankruptcy and
maintain their role as essential and leading provider of
communication services in the State of Hawaii, Mr. Yeaman
maintained.

Messrs. Edl and Yoshino said that Steve Turner of FTI Consulting,
Inc., the Committee's valuation expert, utilized the forward-
looking Federal Communications Commission Synthesis Model from
2000 to build up investment costs as a starting point for his
determination of the value of the Debtors' network assets.
Messrs. Edl and Yoshino pointed out that the FCC Synthesis Model
does not actually look at the equipment within the Debtors'
network, it does not calculate the real costs of adding network
equipment in Hawaii, and it does not account for the services the
Debtors' network provides that are not regulated by the FCC under
the Universal Service program.  While the Committee may not need
to develop a value of the encumbered network assets and
equipment, Mr. Turner's approach is unreliable and not accurate,
Messrs. Edl and Yoshino declared.

Mr. Nystrom, also a managing director at Zolfo Cooper LLC, opined
that the Amended Plan's injunction is necessary to effectuate the
releases and to protect the Reorganized Debtors from any
potential litigation from prepetition creditors as they implement
the provisions of the Amended Plan after the Effective Date.
Similarly, the scope of the exculpation under the Amended Plan is
appropriately limited to the exculpated parties' participation in
the Debtors' Chapter 11 cases; has no effect on has no effect on
liability resulting from gross negligence or willful misconduct;
and does not apply any acts or omissions set forth in and
preserved by the Amended Plan, he maintained.  The Amended Plan
would not have materialized if the negotiating parties had not
known they would be protected from liability, other than for
willful misconduct or gross negligence, Mr. Nystrom added.

Mr. Reich disclosed that as result of their analysis, the Debtors
determined that the Prepetition Lenders' liens cover
substantially all of the Debtors' assets.  More importantly, he
told the Court that a key component of the Debtors' restructuring
efforts has been to reduce their debt service obligations to
allow them to be a viable going forward.  Thus, if the Amended
Plan is confirmed, the less leveraged Reorganized Debtors will be
better able to implement strategic measures and improve operating
performance, Mr. Reich aid.  Specifically, negotiations with
their Prepetition Lenders have resulted in a $300,000,000 New
Term Loan that is part of the Amended Plan, he disclosed.  The
New Term Loan and the Amended Plan's equity distributions will
result in a capital structure with a debt-to-equity ratio of 65%
to 35% for the Reorganized Debtors.

Mr. Mandava opined that the under the Amended Plan and the
allocation methodology proposed by the Debtors, unsecured
creditors will receive $12.8 million, which is greater than what
the unsecured creditors would receive under a traditional
waterfall plan.  The Debtors determined that the estimated fair
market value of their Unencumbered Assets is between
$28.9 million and $37.3 million, with a midpoint of $33.1 million.
Starting with the midpoint of the total distributable value as
determined by Lazard Freres, then applying the waterfall
structure, including appropriate priority to administrative
claims, priority claims, and secured claims, the unsecured
creditors would be entitled to $10.1 million to $11.2 million,
with a midpoint value of $10.6 million.  Based on the well-
accepted Black-Scholes valuation formula, the warrants provided
to the Senior Noteholders under the Amended Plan have a value of
$12.3 million, Mr. Mandava related.

Mr. Melton determined that the Debtors' total enterprise value
ranges from $350 million to $425 million, which yields a total
distributable value of between $422 million to $497 million and a
midpoint estimate of $460 million.  He explained that total
distributable value is calculated by adding $52 million of cash
on hand after administrative expenses and $20 million of non-core
assets.  He pointed out that the errors of FTI in applying each
methodology resulted to the inflation of FTI's calculation of the
total enterprise value of the Debtors.

Mr. Hastings said that the Debtors have 16,000 to 18,000 separate
easements and 1,763 easements reviewed constitute 10% of the
total easements.  He opined that the Debtors' easement rights
have no value because of legal, technical, and economic
considerations.  Without any market demand for the easements, the
easements cannot have market value, he stressed.  Thus, he
disagreed with Arnold Tesh's opinion, as appraisal expert of the
Creditors Committee, that the easements have a value of
$55 million.

Mr. Tucker told the Court that the Interest Haircut Rule or
Section 382(1)(5) of the Internal Revenue Code requires a
corporation to reduce its net operating losses or NOLs by the
amount of interest deductions on any indebtedness that is
exchanged for stock, to the extent that the deductions have been
claimed during the year of emergence from bankruptcy and three
preceding taxable years.  As a result of the Interest Haircut
Rule, Ernst & Young previously advised the Debtors that if they
utilize the Section 382(1)(5) exception:

  (i) they will be required to reduce their NOLs by the amount
      of interest deductions claimed with respect to the senior
      bank debt that will be exchanged for equity in their
      Chapter 11 cases;

(ii) this would result in a corresponding increase in the tax
      basis reduction; and

(iii) if the Debtors' Senior Notes were exchanged for stock, no
      matter how minimal in amount that stock may be, the
      Debtors would be required to reduce their tax basis by an
      additional amount of $90 million.

Mr. Tucker further disclosed that Ernst & Young also advised the
Debtors that the issuance of stock to the Senior Noteholders
could result in an estimated tax cost of up to $36 million.
Ernst & Young previously advised the Debtors that one alternative
of the interest haircut is issuing warrants that do not qualify
as stock under tax law, he added.

            Prepetition Lenders Support Amended Plan

On behalf of the Prepetition Lenders, James N. Duca, Esq., at
Lyons Brandt Cook & Hiramatsu, in Honolulu, Hawaii, notes that
the Debtors have proposed a plan of reorganization whereby they
will continue to use the Prepetition Lenders' collateral to
operate their businesses.  He says that since the Secured Lenders
hold a lien and security interest in the primary assets of the
Debtors' businesses, particularly the income-producing assets,
the value of the Prepetition Lenders' collateral -- and the value
to which they are entitled under the Amended Plan -- is properly
determined by:

  -- calculating the total enterprise value of the Debtors'
     businesses or "TEV,"

  -- adding the estimated cash on hand, if any, and the value of
     the Debtors' non-core assets in which the Prepetition
     Lenders have a lien, and

  -- subtracting out the assets on which the Prepetition Lenders
     do not have a lien or "TDV."

"This methodology for valuing the secured claims is the only
methodology that provides the Prepetition Lenders the benefit of
their bargain and is consistent with Section 506 of the
Bankruptcy Code," Mr. Duca asserts.

The absurdity of the Committee's valuation of the Debtors'
business, Mr. Duca points out, is most apparent in ascribing an
astronomical value of $54.5 million to certain partial interests
in limited use easements that were determined to have no value by
leading Hawaiian real estate experts.  Given that the Prepetition
Lenders' lien covers everything other than the miscellaneous
tangible property constituting the Unencumbered Assets, any value
inherent in the Debtors' continued operation as a
telecommunications company is appropriately awarded to the
Prepetition Lenders -- not to the Committee's unsecured
constituents, he asserts.

Mr. Duca contends that if the Court accepts the Committee's
methodology and the Committee's valuation of the hard collateral
but agreed with the Debtors' or Secured Lenders' conclusions
regarding the Debtors' total enterprise value, the Prepetition
Lenders would be entitled to all of the value under the Amended
Plan and the Debtors would be administratively insolvent.

Even if the Court is to choose a value that is the midpoint of
the Prepetition Lenders' and the Committee's TDVs for
$560 million, the Debtors would still be administratively
insolvent, as the Prepetition Lenders would be entitled to all but
$9.2 million of value, he points out.

The Committee also fails to acknowledge that if the TDV is what
the Committee says it is, then the Warrants that are being
provided under the Amended Plan are worth significantly more than
$12.3 million in value, Mr. Duca asserts.

For these reasons, the Prepetition Lenders believe that the
allocation for their secured claim under the Amended Plan is
appropriate and fair.  The Prepetition Lenders thus ask the Court
to confirm the Amended Plan.

In furtherance of the Prepetition Lenders' support of the Amended
Plan, Brian S. Rosen, Esq.; Christopher Wilson; James E.
Hallstrom, Jr.; Jeffrey N. M. Higashi; and Merleen Lee filed
declarations.

Mr. Rosen of Weil, Gotshal & Manges LLP, counsel to the
Prepetition Lenders, appended in his declaration copies of
excerpts from deposition of (i) Arnold S. Tesh, taken October 21,
2009; (ii) James E. Hallstrom, president of The Hallstrom Group
Inc., taken October 22, 2009; (iii) Robert C. Hastings, Jr.,
taken October 23, 2009; (iv) Steven E. Turner, taken October 27,
2009; and (v) Luke Schaeffer, valuation expert of the Committee,
taken October 27, 2009.  Mr. Rosen's declaration also appended a
copy of the transcript of the Disclosure Statement hearing held
on August 27, 2009.  A full-text copy of the Rosen Declaration is
available for free at:

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

Mr. Wilson, a managing director and head of Media &
Telecommunications Group of Houlihan Lokey Howard & Zukin
Capital, Inc., investment advisor to Weil Gotshal, disclosed that
Houlihan Lokey prepared a report setting forth the market value
of the Debtors as of September 30, 2009.  Houlihan Lokey
concluded that the Debtors' distributable value falls within the
range of $375 million to $465 million, with a midpoint of
$420 million.

Mr. Hallstrom, president of The Hallstrom Group Inc., real estate
consulting firm engaged by Weil Gotshal as real estate appraiser,
disclosed that upon review of 79 unencumbered real properties of
the Debtors, the aggregate fair market value of the unencumbered
real properties, excluding easements, is $19,110,800.  He further
opined that the easements whether owned exclusively by the
Debtors or shared by the Debtors with another entity, have zero
fair market value.  Mr. Hallstrom disagrees with Mr. Tesh's
opinion that the easements have a value of $55 million.

Mr. Higashi, senior vice president of First Hawaiian Bank,
disclosed that as of the Petition Date, the Debtors owed FHB
$5.4 million under a June 1, 2007 Credit Agreement.  As of
November 2, 2009, the Debtors specifically owed FHB $5,468,712
under the Credit Agreement, including a paid-in-kind interest of
$80,712.  He also said that as of the Petition Date, FHB held
certain deposit accounts in name of Hawaiian Telcom, Inc.  FHB
Hawaiian Telcom Deposit Account with an account number ending in
7435 has a total balance of $6,238,617 as of the Petition Date.
As of November 2, 2009, FHB Hawaiian Telcom Deposit Account No.
7435 had a total balance of $8,313,032.  In addition, FHB Hawaiian
Telcom Deposit Account having an account number ending in 9825,
as of November 2, 2009, had $1,052,261 in total balance.

Ms. Lee, vice president and special assets officer of Bank of
Hawaii, disclosed that the Debtors owed BOH, as a prepetition
lender, $1,796,000 as of the Petition Date.  As of November 2,
2009, the Debtors owed BOH $1,822,878 under the Prepetition
Credit Agreement.  BOH held deposit accounts in the name of
Hawaiian Telcom, Inc.  She stated that BOH Hawaiian Telcom
deposit account having an account number that ends in 1267 had a
total balance of $1,338,155 as of the Petition Date.  The total
balance of BOH Hawaiian Telcom Deposit Account No. 1267 was
$997,088 as of November 2, 2009.  Moreover, BOH holds a
certificate of deposit for Hawaiian Telcom having an account
number ending 4686, with a total balance, as of November 2, 2009,
of $11,875.

In a related request, the Prepetition Lenders sought and obtained
the Court's authority to exceed the page length and word
limitations of a brief or memorandum of law under Bankruptcy
Local Rule 7.5.  The Prepetition Lenders maintained that in light
of the Committee's dispute addressed in their memorandum of law
supporting the Amended Plan, the request is reasonable,
necessary, and justified.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


HAWAIIAN TELCOM: Files Documents on Post-Bankr. Incentive Plans
---------------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its debtor affiliates
filed with the U.S. Bankruptcy Court for the District of Hawaii
on October 26, 2009, certain exhibits to their Amended Joint
Chapter 11 Plan of Reorganization.

The Exhibits include details of a management equity incentive
plan, detail of a performance compensation plan, the identities
of the members of the senior management team, a list of contracts
and leases to be rejected, a copy of the liquidating trust
agreement, amended by-laws and certificates of incorporation.

Hawaiian Telcom Holdco, Inc., reorganized ultimate parent
corporation of the Debtors, will be governed by its amended and
restated bylaws, a full-text copy of which is available for free
at http://bankrupt.com/misc/HawTel_HawaiianTelcomHoldcoByLaws.pdf

The Debtors also submitted a certificate of incorporation of
Hawaiian Telcom Holdco, Inc., a full-text copy of which is
available for free at:

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

                Management Equity Incentive Plan

The Debtors' counsel, Nicholas C. Dreher, Esq., at Cades Schutte
LLP, in Honolulu, Hawaii, relates that the Debtors' 2009 Equity
Incentive Plan will be administered by a committee consisting of
one or more members of the Board of Directors.  The Debtors will
reserve a certain percentage of their common stock shares on a
fully diluted basis on emergence for equity grants, with 10% of
Hawaiian Telcom Communications' common stock shares on a fully
diluted basis reserved for grants to officers and employees of
the Debtors.

Awards under the Equity Incentive Plan are:

  (a) Amount of Emergence Grants.  A minimum of 68% of the
      Equity Pool will be issued to Management as Emergence
      Grants within 30 days of the effective date of the Amended
      Plan on these terms:

         * At least 30% of the Emergence Grants will be in the
           form of restricted stock units with the remaining
           grants to be in the form of non-qualified stock
           options.   If awards are made to employees below the
           level of Vice President, at least 50% of the
           Emergence Grant will be in the form of RSUs, with the
           remaining grants to be in the form of Options; and

         * The Debtors' Board of Directors has the explicit
           right, but not the obligation, to award and allocate
           additional equity grants in addition to the Emergence
           Grants at its discretion on terms to be determined by
           the Board of Directors;

  (b) Future Grants.  All shares remaining in the Management's
      portion of the Equity Pool will be granted to the
      Management within three years of emergence on terms to be
      determined by the Board of Directors;

  (c) Vesting of Emergence Grants.  Each Option and RSU
      component of the Emergence Grant will vest in equal annual
      installments on each of the first, second and third
      anniversaries of the date of grant;

  (d) Accelerated Vesting of Emergence Grants.  For employees at
      or above the level of Vice President, vesting of Emergence
      Grants will accelerate in full upon the occurrence of any
      of these events:

        (i) a change in control, if the employee is continuously
            employed by the Debtors through that date;

       (ii) the participant's death or disability while
            employed; and

      (iii) the termination of the participant's employment by
            the Debtors without "cause" or by the participant
            for "good reason."  For all other employees, vesting
            of Emergence Grants will accelerate as determined by
            the Board of Directors.

Shares underlying vested RSUs will be delivered within 30 days
following vesting.

Upon a termination of employment, the participant generally will
have a 90-day period to exercise vested Options.  Moreover, upon
a termination of employment either for Cause or without Good
Reason, the participant generally will have a 30-day period to
exercise vested Options.  Upon a termination of employment by
reason of death or disability, the participant generally will
have a period of one year to exercise vested Options.  Unvested
awards will be forfeited upon a termination for any reason.

A full-text copy of the Equity Incentive Plan is available for
free at http://bankrupt.com/misc/HawTel_EquityPlan.pdf

                  Performance Compensation Plan

The Debtors' 2009 Performance Compensation Plan is based on the
achievement of the Debtors' financial goals and the individual
employee's performance goals.  The Debtors' financial goals will
be allocated 40% on revenue, 40% on adjusted EBITDA, and 20% on
cash flow, which allocations are similar to the 2008 performance
compensation.  The individual performance goals are determined by
the individual's direct supervisor and are aligned to driving the
successful execution of the Debtors' core strategies in their
Strategic Plan.

Performance weighting between the Debtors Financial and
Individual Performance Goals depends on these job levels:

                                   Corporate        Individual
                                  Performance       Performance
Employment Category               Weighting         Weighting
-------------------              -----------       -----------
CEO, SVP & VP                   less than 75%        0% to 25%
Exec. Director/Director            60% to 75%       25% to 40%
Senior Manager/Senior Technical    50% to 60%       40% to 50%
Manager/Tech/Professional          40% to 50%       50% to 60%
Union Employee                     20% to 40%       60% to 80%

The Performance Compensation Plan calculations will be based on
audited financial results.  Since the Debtors are in Chapter 11
and there are significant aspects of the process that are beyond
management's control, the potential impact of unanticipated
restructuring items, if any, are excluded from the 2009
performance compensation calculation.  Individual payouts are
contingent upon the individual obtaining a "meet expectations" or
better performance evaluation.

The total expected performance compensation pool, assuming no
staff turnover or reductions, is $9.5 million at the target
level, $7.1 million at the threshold level and $11.4 million at
the maximum level.

A full-text copy of the Performance Compensation Plan is
available for free at:

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

In a filing dated November 6, 2009, the Debtors' Prepetition
Secured Lenders aver that they intend to work constructively with
the Court and counsel for the Debtors during the Confirmation
Hearing to resolve any difference with respect to the 2009 Bonus
Plan described in the Plan Supplement.  Nevertheless, the
Prepetition Lenders reserve all of their rights in relation to
the 2009 Bonus Plan.

                      Senior Management Team

Pursuant to Section 1129(a)(5)(B) of the Bankruptcy Code, on the
Plan Effective Date, the Debtors will continue to employ their
senior management team according to the officers' existing annual
base salary:

                                                    Annual
Name                     Title                   Base Salary
----                     -----                   -----------
William G. Chung          Vice President of          $175,000
                          Human Resources &
                          Labor Relations

John K. Duncan            Vice President of          $149,250
                          Finance and Controller

Michael F. Edl            Senior Vice President      $300,000
                          - Network Services

Rose M. Hauser            Senior Vice President      $300,000
                          and Chief Information
                          Officer

Craig T. Inouye           Senior Vice President      $275,000
                          - Sales

John T. Komeiji           Senior Vice President      $312,000
                          and General Counsel

Geoffrey W.C. Loui        Senior Vice President      $300,000
                          - Strategy and Marketing

Francis K. Mukai          Vice President,
                          Associate General Counsel  $185,000
                          and Secretary

Robert F. Reich           Senior Vice                $312,000
                          President, Chief
                          Financial Officer and
                          Treasurer

Eric K. Yeaman            President, Chief Executive $600,000
                          Officer and Director

A full-text copy of the Management Employment Agreements is
available for free at:

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

Pursuant to the Amended Plan, the Debtors will reject certain
executory contracts and unexpired leases, a schedule of which is
available for free at:

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

The Debtors will retain certain causes of action under the
Amended Plan, a list of which is available for free at:

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

The Debtors also prepared a draft of an agreement governing the
establishment of a liquidating trust.  A full-text copy of the
Litigation Trust Agreement is available for free at:

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

The Debtors have yet to file a copy of a new term loan.

Subsequently, the Debtors presented to the Court on October 28,
2009, a draft of a common stock warrant agreement between
Hawaiian Telcom Holdco and a warrant agent.  Under the Warrant
Agreement, Class 5 of the Amended Plan are to be issued warrants
exercisable until the expiration date to purchase certain shares
of Hawaiian Telcom's common stock, par value $0.01 per share at
an exercise price of $14 per share of common stock.  A full-text
copy of the Warrant Agreement is available for free at:

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

                        The Chapter 11 Plan

Hawaiian Telcom and the opposition are in the middle of pre-trial
discovery leading up to a contested confirmation hearing scheduled
to begin November 9.

Hawaiian Telcom's plan provides for these terms:

  -- Senior secured creditors will recover 75% to 80% of their
     claims through the conversion of $590 million of senior
     secured debt into a $300 million secured term loan and all of
     the new stock.

  -- Senior noteholders, owed $350 million, would recover 2% to 3%
     though warrants for 12.75% of the new stock and subscription
     rights to buy as much as $50 million more.

  -- Subordinated noteholders owed $150 million are to receive
     nothing while existing stock is to be canceled.

  -- General unsecured creditors with claims aggregating up to
     $40 million are to receive a cash recovery amounting to 1% to
     2%.

Hawaiian Telcom had said that in a Chapter 7 liquidation,
administrative claimants who will recover 100% of their claims
under the Plan will recover as low as 84 cents, senior secured
creditors will only recover 56% to 65% of their claims, while
unsecured creditors will recover only 0% to 0.6% of their allowed
claims.

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


HAWAIIAN TELCOM: Majority of Creditors Vote to Accept Plan
----------------------------------------------------------
Kurtzman Carson Consultants LLC and Financial Balloting Group,
LLC, submitted to the Court on November 4, 2009, a tabulation of
votes received for Hawaiian Telcom Communications, Inc.'s Amended
Joint Plan of Reorganization.

Ten claim classes were entitled to vote on the Amended Plan.

As gathered from the report, nine out of ten Classes voted in
favor of the Amended Plan, while Class 5 voted to reject the
Amended Plan.

FBG and KCC presented to the Court a summary of the voting
results:

            # of Ballots # of Ballots     Amount      Amount
               Accepting    Rejecting   Accepting    Rejecting
Description/   (% of Num.  (% of Num.   (% of Amt.   (% of Amt.
Class             Voted)     Voted)      Voted)        Voted)
----------   ------------ -----------   ----------   ----------
Senior
Secured
Claims             148           0    $468,119,907           $0
Class 3         (100.00%)    (0.00%)     (100.00%)       (0.00%)

Senior
Notes
Claims              45          61     $68,446,000 $241,413,000
Class 5          (42.45%)   (57.55%)      (24.20%)      (75.80%)

Hawaiian
Telcom
Communications,
Inc. General
Unsecured
Claims              40           3     $17,623,837     $629,471
Class 7          (93.02%)    (6.98%)      (96.55%)       (3.45%)

Hawaiian
Telcom
Holdco, Inc.
General
Unsecured
Claims               2           0           $2              $0
Class 8         (100.00%)    (0.00%)     (100.00%)       (0.00%)

Hawaiian
Telcom, Inc.
General
Unsecured
Claims             107          11      $1,443,373     $685,052
Class 9          (90.68%)    (9.32%)      (67.81%)      (32.19%)

Hawaiian
Telcom Services
Company, Inc.
General
Unsecured
Claims              16           2        $181,212      $12,200
Class 10         (88.69%)   (11.11%)      (93.69%)       (6.31%)


Hawaiian Telcom
IP Service
Delivery
Investment, LLC
General
Unsecured
Claims               1           0          $1               $0
Class 11        (100.00%)    (0.00%)     (100.00%)       (0.00%)

Hawaiian Telcom
IP Service
Delivery Research
LLG General
Unsecured
Claims               1           0          $1               $0
Class 12        (100.00%)    (0.00%)     (100.00%)       (0.00%)

Hawaiian Telcom
IP Video
Investment, LLC
General
Unsecured
Claims               1           0          $1               $0
Class 13        (100.00%)    (0.00%)     (100.00%)       (0.00%)

Hawaiian Telcom
IP Video
Research, LLC
General
Unsecured
Claims               1           0          $1               $0
Class 14        (100.00%)    (0.00%)     (100.00%)       (0.00%)

KCC related that it did not include eight ballots in the
tabulation of votes because those ballots did not indicate a vote
to accept or reject the Plan, or were not timely filed.  A
schedule of the Invalid Ballots is available for free at:

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


HAWAIIAN TELCOM: Parties File Pleas to Preclude Plan Testimony
--------------------------------------------------------------
In separate filings, Hawaiian Telcom Communications Inc., the
prepetition lenders and the Official Committee of Unsecured
Creditors in Hawaiian Telcom Communications Inc. asserted motions
in limine, seeking to preclude the testimony of certain
individuals pursuant to Rule 702 of the Federal Rules of Evidence
in relation to the ongoing confirmation process.

A. Debtors

  The Debtors ask the Court to preclude any testimony of Arnold
  S. Tesh, the appraisal expert of the Committee, as to value of
  the Debtors' unencumbered easements.

  The Debtors' counsel, Theodore D.C. Young, Esq., at Cades
  Schutte LLP, in Honolulu, Hawaii, asserts that Mr. Tesh used a
  "cost approach" to real estate appraisal that is inappropriate
  for valuing the Debtors' easements.  Mr. Tesh does not even
  properly apply the cost approach, Mr. Young stresses.  Mr.
  Young points out that Mr. Tesh provides no support for the
  costs that he uses to calculate a $55 million value for the
  Debtors' easements.  Mr. Young further notes that Mr. Tesh's
  expert report and rebuttal report do not contain a basis for
  the underlying costs.  Mr. Tesh's use of an "assemblage
  factor" to double his overall cost estimate is improper, Mr.
  Young argues.  Mr. Tesh took of all the costs he estimated and
  then doubled them to arrive at a $55 million valuation.  Thus,
  Mr. Tesh's methodology and his application of that methodology
  fall well short of the minimum standards for expert testimony
  established by Rule 702, in In re Daubert v. Merrell Dow
  Pharms., Inc., 509 U.S. 579, 589 (1993), and subsequent
  applicable case law, Mr. Young maintains.

  In support of the Debtors' Motion in Limine, Eliot A. Adelson,
  Esq., partner at Kirkland & Ellis LLP, counsel to the Debtors,
  appended in his declaration copies of, among others, (i)
  expert report of Robert C. Hastings, Jr., principal and
  president of Hastings, Conboy, Braig & Associates, Ltd.; (ii)
  rebuttal expert report of Mr. Hastings; (iii) portions of the
  transcript from the deposition of Mr. Tesh, taken on Oct. 21,
  2009; (iv) excerpts from The Appraisal Institute; (v) expert
  report of James E. Hallstrom, Jr., president of The Hallstrom
  Group Inc., dated October 2009; (vi) expert report of Mr. Tesh
  dated October 7, 2009; (vii) letter from Lorenzo Marinuzzi,
  Esq., counsel for the Committee, to Christopher W. Keegan,
  Esq., partner at Kirkland & Ellis regarding the status of
  discovery in the Debtors' Chapter 11 cases; and (viii)
  portions of the transcript from the deposition of Steven E.
  Turner, taken on October 27, 2009.  A full-text copy of the
  Adelson Declaration is available for free at:

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

  The Prepetition Lenders join in the Debtors' Motion in Limine.
  The Prepetition Lenders add that Mr. Tesh's methodology is not
  reliable, accurate or credible, thus he should be precluded
  from testifying in the Debtors' Chapter 11 cases.

  Subsequently, the Debtors filed a supplemental memorandum of
  law in support of their motion in limine on November 5, 2009.
  The Debtors assert that the Tesh testimony also violated the
  Court's October 2, 2009 scheduling order as Mr. Tesh's report
  exceeded the scope of the reports allowed by the Court and
  that realizing the flawed methodology used, Mr. Tesh now
  claims that he used the "development approach" to value the
  Debtors' easements.  However, that approach is not the one
  used by Mr. Tesh in his expert reports and thus, Mr. Tesh
  should not be allowed to testify about it, the Debtors insist.

  The Prepetition Lenders also noted that they join the Debtors'
  arguments under the Supplemental Support Memorandum to the
  request of precluding Mr. Tesh's testimony in Support

B. Prepetition Lenders

  The Prepetition Lenders ask the Court to exclude any testimony
  of Luke Schaeffer, valuation expert of the Committee, as to
  the proper framework for distribution of value to creditors
  under the Amended Plan.

  On behalf of the Prepetition Lenders, Brian S. Rosen, Esq., at
  Weil, Gotshal & Manges LLP, in New York, notes that in Mr.
  Schaeffer's expert report dated October 7, 2009, Mr. Schaeffer
  opined that the Debtors' proposed framework for distribution
  of value to creditors in the Debtors' Chapter 11 cases is not
  appropriate.  Instead, Mr. Schaeffer said that the proper
  framework is one where the Prepetition Lenders receive only
  the value of the assets in which they have a perfected
  security interest, and that the remaining value should be
  shared ratably among the unsecured creditors.  Mr. Rosen
  further discloses that in his deposition taken October 22,
  2009, Mr. Schaeffer indicated that his October 7 Report is the
  first time he has rendered a written report opinion as to the
  proper or appropriate framework for the distribution of value
  between creditors and lenders in a restructuring case.

  Mr. Rosner explains that Rule 702 does not authorize the
  admission of expert testimony on questions of law or on the
  application of law to the facts.  In this context, Mr. Rosner
  argues that Mr. Schaeffer's testimony proposes an ultimate
  legal conclusion, which is not a proper subject of expert
  testimony under Rule 702.

  In a supporting declaration, Mr. Rosen filed with the Court a
  copy of excerpts from the October 22, 2009 deposition of Mr.
  Schaeffer, which copy is available for free at:

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

  In a separate filing, the Debtors join in the Prepetition
  Lenders' Motion in Limine, citing that the topic of Mr.
  Schaeffer's testimony is not appropriate for an expert.

C. Creditors Committee

  The Committee seeks to preclude Keith Yoshino, director of
  regulatory accounting, reporting and cost analysis for the
  Debtors, from testifying regarding the valuation of the
  Debtors' network equipment, including valuation or the
  appropriateness of the use of the Federal Communications
  Commission's Synthesis Model to value the Debtors' network
  equipment.

  The Committee's counsel, Christopher J. Muzzi, Esq., at
  Moseley Biehl Tsugawa Lau & Muzzi LLLC, in Honolulu, Hawaii,
  discloses that Steve Turner of FTI Consulting, Inc., as an
  expert on the valuation of the Debtors' network equipment
  opined that the economic value of the Debtors' Network is
  $260.9 million.  In rebuttal, the Debtors proffered as an
  expert one of their employees, Mr. Yoshino.  However, Mr.
  Yoshino admitted that he is not an expert on network valuation
  pursuant to his deposition testimony taken on November 2,
  2009.  Similarly, Mr. Yoshino's education and experience are
  insufficient to qualify him as an expert on network valuation,
  as required under Rule 702 and in In re Daubert case law, Mr.
  Muzzi asserts.

  In a supporting declaration, Mr. Muzzi presented to the Court
  pertinent portions of the transcript of Mr. Yoshino's Nov. 2
  deposition.  A full-text copy of the excerpts of Mr. Yoshino's
  Nov. 2 deposition is available for free at:

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

Judge King will consider the Motions in Limine on November 9,
2009.

               Responses to the Motions in Limine

The Debtors maintain that they offer the expert testimony of
Keith Yoshino for the limited purpose of rebutting Steven
Turner's testimony estimating an "economic value" of Hawaiian
Telcom's network equipment.  The Debtors clarify that Mr.
Yoshino's rebuttal testimony is not an independent valuation of
Hawaiian Telcom's network equipment or offered as one.  Rather,
the Debtors elaborate, Mr. Yoshine is an expert on the design,
use and application of forward-looking cost models and his
rebuttal opinion properly focuses on the flaws in Mr. Turner's
use of a forward-looking cost model to estimate a network value.
In any case, the Debtors relate that Mr. Turner's report may be
questionable as he has no experience in using forward-looking
cost models to estimate network value.

In support of the Debtors' response, the Debtors' counsel
submitted to the Court copies of the written testimony of Keith
Yoshino and portions of the October 27, 2009 deposition of Steve
Turner.

              Parties Submit Witness & Exhibit Lists

The Debtors informed the Court that they will present these
persons as witnesses during the confirmation hearing on Nov. 9,
2009:

  1. Michael Edl, senior vice president of network services of
     Hawaiian Telcom Communications

  2. Robert C. Hastings, principal and president of Hastings,
     Conboy, Braig & Associates, Ltd.

  3. Suneel Mandava, director of Lazard Freres & Co., LLC

  4. James Sean McGuire, senior managing consultant of Kurtzman
     Carson Consultants LLC

  5. Nick Melton, managing director of Lazard Freres & Co., LLC

  6. Kevin Nystrom, chief operating officer of Hawaiian Telcom

  7. Robert Reich, chief financial officer of Hawaiian TelCom

  8. Jane Sullivan, executive director of Financial Balloting
     Group, LLC

  9. Howard Tucker of Ernst & Young LLP

10. Eric Yeaman, chief executive officer of Hawaiian Telcom

11. Keith Yoshino, director of regulatory accounting, reporting
     and cost analysis

The Committee also informed the Court that it will present Steven
J. Joffe, Luke Schaeffer, Arnold S. Tesh and Steven E. Turner, as
witnesses at the Confirmation Hearing.

The Prepetition Lenders also plan to call on these individuals as
witnesses at the Confirmation Hearing:

  1. James E. Hallstrom, Jr., president of The Hallstrom Group
     Inc.

  2. Jeffrey M.N. Higashi, senior vice president of First
     Hawaiian Bank

  3. Merleen Lee, vice president and special assets officer of
     Bank of Hawaii

  4. Christopher Wilson, managing director and head of the Media
     & Telecommunications Group of Houlihan Lokey Howard & Zukin
     Capital, Inc.

The Debtors submitted to the Court an exhibit list for the
Confirmation Hearing, a schedule of which is available for free
at http://bankrupt.com/misc/HawTel_DebtorsExhibitList.pdf

The Prepetition Lenders also filed with the Court a list of
exhibits for the Confirmation Hearing, copies of which are
available for free at:

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

The Creditors Committee also presented to the Court an amended
exhibit list, a copy of which is available for free at:

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

                       About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc., and seven of
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


IMAX CORP: Swings to $1,062,000 Net Income for Q3 2009
------------------------------------------------------
IMAX Corporation swung to a $1,062,000 net income for the three
months ended September 30, 2009, from a net loss of $2,107,000 for
the same period a year ago.  The Company also reported net income
of $982,000 for the nine months ended September 30, 2009, from a
net loss of $24,559,000 for the same period a year ago.

Total revenues were $43,643,000 for the three months ended
September 30, 2009, from $32,868,000 for the same period a year
ago.  Total revenues were $117,678,000 for the nine months ended
September 30, 2009, from $76,423,000 for the same period a year
ago.

At September 30, 2009, the Company had $308,965,000 in total
assets against $268,730,000 in total liabilities.  As of June 30,
2009, the Company had $270,400,000 in total assets and
$288,500,000 in total liabilities, resulting in $18,100,000 in
stockholders' deficit.

IMAX Chief Executive Officer Richard L. Gelfond stated, "We are
pleased with our financial momentum, which reflects the continued
positive impact that our growing theatre network and new business
model are having on the Company.  In addition, we are very pleased
to announce that we have received a commitment letter from
Wachovia with the participation of Export Development Canada, for
a $75 million credit facility which, when finalized, will increase
our borrowing capacity.  We also announced today that we intend to
redeem our remaining senior notes by year-end.  We look forward to
building on our year-to-date success in the fourth quarter,
continue to expect full year profitability for 2009 and believe we
are well-positioned to deliver increased earnings in 2010."

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?48d6

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48d7

                      About IMAX Corporation

IMAX Corporation (NASDAQ:IMAX; TSX:IMX) is one of the world's
leading entertainment technology companies, specializing in
immersive motion picture technologies.  The worldwide IMAX network
is among the most important and successful theatrical distribution
platforms for major event Hollywood films around the globe, with
IMAX theatres delivering the world's best cinematic presentations
using proprietary IMAX, IMAX(R) 3D, and IMAX DMR(R) technology.
IMAX DMR is the Company's groundbreaking digital re-mastering
technology that allows it to digitally transform virtually any
conventional motion picture into the unparalleled image and sound
quality of The IMAX ExperienceO.  The IMAX brand is recognized
throughout the world for extraordinary and immersive entertainment
experiences for consumers.  As of June 30, 2009, there were 394
IMAX theatres (273 commercial, 121 institutional) operating in 44
countries.

As reported by the Troubled Company Reporter on July 6, 2009,
Standard & Poor's Rating Services revised its rating outlook on
IMAX to positive from stable.  S&P affirmed the existing ratings
on the company, including the 'CCC+' corporate credit rating.


IMAX CORP: Wachovia, EDC Pledge New $75 Million Credit Facility
---------------------------------------------------------------
IMAX Corporation on November 4, 2009, entered into a commitment
letter with Wachovia Capital Finance Corporation (Canada) pursuant
to which Wachovia, with the participation of Export Development
Canada, has committed to provide the Company with up to a
$75.0 million senior secured credit facility.  The Credit
Facility, with a scheduled maturity of October 31, 2013, will
consist of revolving loans of up to $40.0 million, subject to a
borrowing base calculation, and a term loan of $35.0 million.

Under the terms of the Commitment Letter, the Company will amend
and restate its prior credit agreement with Wachovia and enter
into related security arrangements.  Certain of the Company's
subsidiaries will serve as guarantors of the Company's obligations
under the Proposed Credit Facility and enter into related security
arrangements.

The revolving portion of the Proposed Credit Facility will permit
maximum aggregate borrowings equal to the lesser of:

     (i) $40.0 million, and

    (ii) a collateral calculation based on the percentages of the
         book values of the Company's net investment in sales-type
         leases, financing receivables, certain trade accounts
         receivable, finished goods inventory allocated to backlog
         contracts and the appraised values of the expected future
         cash flows related to operating leases and the Company's
         owned real property, reduced by certain accruals and
         accounts payable and subject to other conditions,
         limitations and reserve right requirements.

The revolving portion of the Proposed Credit Facility will bear
interest, at the Company's option, at either (i) LIBOR plus a
margin of 2.75% per annum, or (ii) Wachovia's prime rate plus a
margin of 1.25% per annum.  The term loan portion of the Proposed
Credit Facility will bear interest, at the Company's option, at
either (i) LIBOR plus a margin of 3.75% per annum, or (ii)
Wachovia's prime rate plus a margin of 2.25% per annum.  The
revolving portion of the Proposed Credit Facility will include a
sub-limit of $20.0 million for letters of credit.

The Proposed Credit Facility, which will be collateralized by a
first priority security interest in all of the current and future
assets of the Company, will provide that so long as the term loan
remains outstanding, the Company will be required to maintain: (i)
a ratio of funded debt (to be defined in the Proposed Credit
Agreement) to EBITDA (to be defined in the Proposed Credit
Agreement) of not more than 2:1 through December 31, 2010, and
(ii) a ratio of funded debt to EBITDA of not more than 1.75:1
thereafter.

If the Company will have repaid the term loan in full, it will
remain subject to such ratio requirements only if Excess
Availability is less than $10.0 million or Cash and Excess
Availability (to be defined in the Proposed Credit Agreement) is
less than $15.0 million.

The Company will also be required to maintain a Fixed Charge
Coverage Ratio (to be defined in the Proposed Credit Agreement) of
not less than 1.1:1.0; provided, however, that if the Company will
have repaid the term loan in full, it will remain subject to such
ratio requirement only if Excess Availability is less than
$10.0 million or Cash and Excess Availability is less than
$15.0 million.  At all times, under the terms of the Proposed
Credit Facility, the Company will be required to maintain minimum
Excess Availability of not less than $5.0 million and minimum Cash
and Excess Availability of not less than $15.0 million.

The Proposed Credit Agreement will contain typical affirmative and
negative covenants, including covenants that limit or restrict the
ability of the Company and the guarantors to: incur certain
additional indebtedness; make certain loans, investments or
guarantees; pay dividends; make certain asset sales; incur certain
liens or other encumbrances; conduct certain transactions with
affiliates and enter into certain corporate transactions.

Wachovia's obligations under the Commitment Letter, which expire
December 31, 2009, are subject to various conditions including the
negotiation of legal documentation and the satisfaction of
customary conditions precedent for financings of this type and
expire on December 31, 2009.  The Company has agreed to reimburse
Wachovia for reasonable costs and out-of-pocket expenses incurred
by it in connection with its due diligence, approval,
documentation, syndication and closing of the Proposed Credit
Facility.

On October 2, 2009, the Company called $75 million of its Senior
Notes for redemption on December 1, 2009.  The Company intends to
redeem the remaining $29.4 million of its Senior Notes by year-
end.

"This proposed new facility, combined with the redemption of our
remaining senior notes, are very important steps toward creating a
capital structure that will enable the Company to further realize
the growth potential for the IMAX brand," said Richard L. Gelfond,
Chief Executive Officer of IMAX Corporation.  "We believe our
progress throughout this year to strengthen our balance sheet and
enhance our financial flexibility is reflective of the early
success we have achieved with our new business model and our entry
in the digital arena."

                      About IMAX Corporation

IMAX Corporation (NASDAQ:IMAX; TSX:IMX) is one of the world's
leading entertainment technology companies, specializing in
immersive motion picture technologies.  The worldwide IMAX network
is among the most important and successful theatrical distribution
platforms for major event Hollywood films around the globe, with
IMAX theatres delivering the world's best cinematic presentations
using proprietary IMAX, IMAX(R) 3D, and IMAX DMR(R) technology.
IMAX DMR is the Company's groundbreaking digital re-mastering
technology that allows it to digitally transform virtually any
conventional motion picture into the unparalleled image and sound
quality of The IMAX ExperienceO.  The IMAX brand is recognized
throughout the world for extraordinary and immersive entertainment
experiences for consumers.  As of June 30, 2009, there were 394
IMAX theatres (273 commercial, 121 institutional) operating in 44
countries.

As reported by the Troubled Company Reporter on July 6, 2009,
Standard & Poor's Rating Services revised its rating outlook on
IMAX to positive from stable.  S&P affirmed the existing ratings
on the company, including the 'CCC+' corporate credit rating.


JCT WHOLESALE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: JCT Wholesale Inc.
          dba Kawasaki Superstore Goodyear
        540 N Bullard Ave. #13 - #17
        Goodyear, AZ 85338

Bankruptcy Case No.: 09-28664

Chapter 11 Petition Date: November 6, 2009

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

Debtor's Counsel: Ronald J. Ellett, Esq.
                  Ellett Law Offices, P.C.
                  2999 North 44th Street, Suite 330
                  Phoenix, AZ 85018
                  Tel: (602) 235-9510
                  Fax: (602) 235-9098
                  Email: rjellett@ellettlaw.phxcoxmail.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 Chris Rice, director and secretary of
the Company.


JOEL KRON: Bankruptcy Court Confirms Amended Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
confirmed on August 11, 2009, Joel Kron's amended Chapter 11 plan
of reorganization, dated February 20, 2009.

The Plan provides that the Class 1 Claim of Sherry Kron will
receive payments through September 10, 2014, for the Debtor's
children's tuition at the Unity School.  The Plan also provides
that the Class 3 claim of Chevy Chase Bank will receive equal
payaments over a period of 60 months to cure the prepetition and
postpetition arrages.  The Debtor is also obligated to stay
current on his mortgage with Chevy Chase Bank.

                           Plan Summary

The Debtor's Plan provides that the Debtor will utilize his income
to pay the arrearages on all allowed secured claims in full over a
period of five (5) years, with the ability to prepay these amounts
prior to the conclusion of the five year period.  Allowed
administrative claims and payments due to the U.S. Trustee will be
paid in full on the Plan's Effective Date.

                           Plan Funding

Except as otherwise provided in the Plan, on the Plan's Effective
Date, all assets of the Debtor shall be vested in the Reorganized
Debtor.  The Debtor shall fund the Plan using the following
income sources:

  1) the Debtor's profit from the sale of vintage Rolex watches,
     estimated at approximately $15,000 per month;

  2) the Debtor's net income from rental of the Investment
     Property, estimated at $5,000 per month;

  3) the Debtor's income from his 50% interest in the Cheeburger
     Cheeburger franchise, estimated at approximately $10,000 per
     month;

  4) anticipated tax refunds in the amount of $23,664;

  5) any income realized on the sale of the Debtor's Homestead
     Property;

  6) any funds collected from the $80 million owed by CGR
     investments, Inc., De La Forge Trust, Charles F. Schwab and
     Jean Francois Vanderschmitt.

              Classification and Treatment of Claims

   Class           Type of Claim           Impairment
   -----     -------------------------     ----------
     1       Priority Claim of Sherry      Unimpaired
             Kron

     2       Secured Claim of Capri        Unimpaired
             Neighborhood Association,
             Inc.

     3       Secured Claim of Chevy        Impaired
             Chase Bank

     4       Secured Claim of              Unimpaired
             U.S. Bank N.A.

     5       Allowed Secured Claim of      Unimpaired
             DaimlerChrysler Financial
             Services Americas, LLC

     6       Allowed Secured Claim of      Unimpaired
             VW Credit, Inc.

     7       Allowed Priority Tax          Impaired
             Claims

     8       Allowed Unsecured Claims      Impaired

The Debtor disputes the unsecured Claims of David Rascoe, Dan
Kron, U.S. Bank N.A. and Daimler under Class 8 and will be
filing objections to said claims.  In the event that U.S. Bank
N.A. and/or Daimler's prepetition arrearage claims are allowed,
Daimler's prepetition claim will be paid in in full within 10 days
of the Plan's Effective Date and U.S. Bank N.A.'s prepetition
arrearage claim will be paid in sixty (60) monthly installments of
$76.38 in satisfaction of said claim.

A full-text copy of Joel Kron's amended Chapter 11 plan of
reorganization, dated February 20, 2009, is available for free at:

        http://bankrupt.com/misc/joelkron.amendedplan.pdf

                         About Joel Kron

Based in Delray Beach, Florida, Joel Kron is an individual and a
self-employed seller of vintage Rolex watches.  He operates his
business out of his home.  The Debtor also holds a 50% ownership
interest in a Cheeburger Cheeburger franchise in Boca Raton,
Florida.  The Debtor filed for Chapter 11 protection on Sept. 10,
2008 (Bankr. S.D. Fla. Case No. 08-23147).  Bradley S. Shraiberg,
Esq., and John E. Page, Esq., at Kluger Peretz Kaplan & Berlin,
When the Debtor filed for protection from his creditors, he listed
total assets of $82,203,991 and total debts of $2,717,117.


KIEBLER SLIPPERY: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Kiebler Slippery Rock LLC filed with the U.S. Bankruptcy Court for
the Northern District of Ohio its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $18,180,000
  B. Personal Property              $883,173
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $36,181,345
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $308,383
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $487,449
                                 -----------      -----------
        TOTAL                    $19,063,173      $36,977,177

Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087).  Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine LLP represent the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


LE JARDIN: Court Approved Dismissal of Chapter 11 Cases
-------------------------------------------------------
The Hon. Joyce Bihary of the U.S. Bankruptcy Court for the
Northern District of Georgia granted the motions of Security Real
Estate Services, Inc., and Security Bank of Gwinnett County to
dismiss the Chapter 11 cases of Le Jardin, LLC, and its debtor-
affiliates.

The Debtors entered into a settlement agreement with SRES and
Security/Gwinnett, secured creditors, pursuant to which, the
Debtors have:

   -- consented to relief from automatic stay to enable lenders to
      foreclose real property securing the Debtors' loan
      obligations; and

   -- consented to the dismissal of the Chapter 11 cases upon the
      consummation of the foreclosure sale.

On April 8, 2009, the Court approved the foreclosure of the
property and on May 5, 2009, the foreclosure sale was consummated.

Atlanta, Georgia-based Le Jardin, LLC, is a real estate
corporation.  The company and its affiliates filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. N.D. Ga. Case No. 08-77019).
John A. Moore, Esq., at The Moore Law Group, LLC, represents the
Debtors in their restructuring efforts.  The Debtors listed assets
between $10 million and $50 million and liabilities between
$10 million and $50 million when they filed for bankruptcy.


LEAR CORP: Completes Reorganization; New Share Begin Trading
------------------------------------------------------------
Lear Corporation announced November 9 that it has successfully
emerged from its court-supervised financial reorganization with a
strong and flexible balance sheet, positive operating results in
the Third Quarter, a growing sales backlog and a robust
competitive profile.

The Company also announced that its new common stock will be
listed on the New York Stock Exchange under its historical NYSE
stock symbol "LEA" and will begin trading on a "when issued" basis
(LEA WI).  The Company expects its common shares to begin "regular
way" trading within several days thereafter.

"We have moved through the financial restructuring process without
missing a beat operationally. We have continued to win new
business globally, strengthened our industry-leading global
capabilities and the spirit of the Lear team has never been more
positive," said Bob Rossiter, Lear's Chairman, Chief Executive
Officer and President. "Our customer relationships remain the best
in the industry, allowing us to continue winning new business in
every region of the world."

Lear said its present net sales backlog totals $1.4 billion for
2010 to 2012, which is approximately 25% higher than the prior
status, despite lower industry production levels. The new backlog
also represents continued diversification of Lear's sales, with
40% in its Seating business and 60% in its growing Electrical and
Electronic business. Moreover, more than half of Lear's new
business comes from outside North America.

As a result of the financial reorganization, Lear has reduced its
debt obligations by approximately $2.8 billion and emerged with a
strong and flexible balance sheet. With over $1 billion in cash,
Lear has available liquidity to support its global operating needs
and growth plans. Upon exit, Lear has less than $1 billion of debt
at competitive interest rates and no near-term maturities.

"Moving forward, we are committed to maintaining a disciplined
financial profile and an investment grade focus that will enable
us to continue investing in new products and technologies
globally, as well as growth in emerging markets," Mr. Rossiter
said.

"As a result of our multi-year business transformation, we have
streamlined our global cost footprint and improved our operating
efficiency in every region of the world. Going forward, we have a
focused overall plan to drive further sales growth and improved
margins."

Mr. Rossiter concluded, "Thanks to the hard work and dedication of
our employees, we moved through our financial restructuring
expeditiously and without compromising the fundamentals that make
Lear a global industry leader - our unrelenting focus on quality,
our unwavering commitment to customer satisfaction, and the most
talented team in the business. When you add to that our strong
balance sheet, competitive cost structure, and focused growth
strategy, we are ideally positioned to continue our business
momentum and to benefit from an industry recovery."

                    Investor Conference Call

Lear will webcast a conference call to review the Company's third-
quarter 2009 financial results and related matters on Wednesday,
November 11, 2009, at 1:00 p.m. eastern time through the Investor
Relations link at http://www.lear.com/ In addition, the
conference call can be accessed by dialing 1-800-789-4751
(domestic) or 1-973-200-3975 (international). Audio replays will
be available two hours following the call at 1-800-642-1687
(domestic) or 1-706-645-9291 (international) and will be available
until November 25, 2009, with a Conference I.D. of 38924117.

                       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)


LEE FOOD SERVICE: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------
Debtor: Lee Food Service, Inc.
        1887 Rte 764, PO Box 279
        Duncansville, PA 16635

Bankruptcy Case No.: 09-71329

Chapter 11 Petition Date: November 6, 2009

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

Debtor's Counsel: David J. Novak, Esq.
                  Spence Custer Saylor Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Email: dnovak@spencecuster.com

                  James R. Walsh, Esq.
                  Spence Custer Saylor Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423
                  Email: jwalsh@spencecuster.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/pawb09-71329.pdf

The petition was signed by Robert Donaldson,
president/secretary/treasurer of the Company.


LEHMAN BROTHERS: Arc Capital Placed Into Administration
-------------------------------------------------------
Arc Capital and Income plc has announced that it is going into
administration.  The firm focused on delivering structured
investment products to retail investors, including Lehman-backed
structured products.

This announcement follows an extensive Financial Services
Authority review of structured products and subsequent
discussions with the firms.  The FSA's review looked at the UK
structured products market, including those backed by Lehman, and
as part of this review examined the firm's systems and controls
and marketing literature.  As a result, the FSA asked the firm to
assess its financial position in relation to potential claims by
investors with Lehman-backed structured products.

As this firm is now in administration, consumers who had invested
in Lehman-backed products with the firm may be entitled to
compensation from the Financial Services Compensation Scheme.

The firm's administrators, Robin Davis, Melvyn Carter and John
Alexander of Carter Backer Winter LLP will shortly contact all
customers who bought products through this firm, setting out what
they need to do next.

The FSA's Moneymadeclear website provides further information on
what this means for consumers who bought Lehman-backed structured
products and other products from ACI.

Further information on the FSA's structured products review can be
found on the Wider Implications website.  The FSA will
publish the full findings of its review later this month.

                      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: FSA Helps Investors of Structured Products
-----------------------------------------------------------
The Financial Services Authority has announced tough and wide-
ranging action to help investors who received unsuitable advice or
misleading promotional material when they bought a Lehman-backed
structured product, as well as measures to address issues in the
wider structured products market.

This follows an FSA review of the marketing and distribution of
structured products, particularly those backed by Lehman Brothers,
to achieve the best outcome for all investors who were affected by
the insolvency of the firm.

The FSA found significant advice failings on Lehman-backed
products in most of the financial advice firms sampled, as well as
serious deficiencies in the marketing literature provided by a
number of the plan managers selling these products.

As a result, the FSA is taking direct action to address the
detriment this has caused for investors with Lehman-backed
products and robust steps to ensure all future structured products
investors are treated fairly, including:

               Lehman-backed structured products

    * following the FSA's review of their promotional material
      and its subsequent discussions with the firms, three plan
      managers that packaged and marketed Lehman-backed
      structured products -- NDF Administration (NDFA), Defined
      Returns Limited (DRL) and Arc Capital and Income plc (ACI)
      -- have gone into administration.  As a result, investors
      who purchased Lehman-backed structured products through
      these firms may be entitled to compensation from the
      Financial Services Compensation Scheme (FSCS).  The firms'
      administrators are contacting investors with information
      on how this affects them;

    * issuing all firms that gave advice to investors on Lehman-
      backed structured products with a template they should use
      to deal with customer complaints -- it outlines the
      criteria the FSA expects them to use to assess the advice
      they gave to ensure investors are treated fairly and
      consistently;

    * writing to all remaining investors that will not be
      contacted as a result of the plan managers'
      administration, and publishing guidance, to help investors
      consider what steps to take, including making a complaint,
      if they believe they were misled by product literature or
      received unsuitable advice;

    * referring three advice firms to enforcement for giving
      unsuitable advice, and instructing other advisers it
      looked at to review past sales of Lehman-backed structured
      products and pay redress where appropriate;

    * providing clear guidance to all firms advising on
      structured products (both those backed by Lehman Brothers
      and other firms) on the standards it expects them to meet,
      including examples of good and poor practice it identified
      during its review;

      Wider structured products market (non Lehman-backed)

    * writing to the largest sellers of other structured
      products, asking them to examine how they have sold these
      products in the past against the standards reiterated by
      the FSA and, if necessary, to review past sales and
      provide investor redress where appropriate, as well as
      change their approach for future advice and sales;

    * in the course of 2010 the FSA will undertake follow-up
      assessments to ensure that firms are meeting its advice
      standards; and

    * following-up with plan managers where the FSA had concerns
      about their marketing of non Lehman-backed structured
      products, to assess whether firms' current literature
      meets its requirements, and setting out the standards it
      expects firms to meet when designing and marketing
      structured products.

Dan Waters, the FSA's director of conduct risk, said:

"We are committed to ensuring that retail financial services
markets deliver fair outcomes for consumers.  The focus of our
review has been to achieve the best possible outcome for as many
people as possible that invested in structured products backed by
Lehman Brothers.  This is a hugely complex area given the number
of different firms involved, and there is no one-size-fits-all
solution for these investors."

"However, given the failings we have come across in the marketing
and selling of these products, today we are setting out
a package of robust measures to help those who have lost money.
We are also taking decisive action to address issues in the wider
structured products market to ensure that all future investors
will be treated fairly -- and we will not hesitate in taking
action if firms do not take sufficient steps to respond to our
concerns."

                      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: HKMA October 23 Report on Progress of Probe
------------------------------------------------------------
The Hong Kong Monetary Authority announced that there are
currently 610 Lehman-Brothers-related non-minibond cases under
disciplinary consideration.  These are cases which have gone
through detailed investigation by the HKMA.

Up till now, the HKMA has referred a total of 334 Lehman-
Brothers-related non-minibond cases to the Securities and Futures
Commission (SFC) for further action.  These cases have been
reviewed by the HKMA, which has determined that there are
sufficient grounds for referring them to the SFC to facilitate
its investigations into banks.

The HKMA has, up to 22 October 2009, received 21,729 complaints
concerning Lehman-Brothers-related products, of which 7,767 relate
to non-minibond products.  Of the Lehman-Brothers-related non-
minibond complaints, 7,720 cases have gone through the preliminary
assessment process and, as a result, the HKMA is currently
investigating 3,177 cases and seeking further information on 1,625
cases.  A total of 2,308 Lehman-Brothers-related non-minibond
complaints have been closed as there was not sufficient prima
facie evidence found after the preliminary assessment process or
no sufficient grounds and evidence found after detailed
investigations.  Of the minibond complaints, 12,898 cases are
eligible for the Lehman-Brothers Minibonds Repurchase Scheme or
the voluntary offer made by the distributing banks to customers
with whom they had reached settlements before the Scheme was
introduced.  One thousand and three minibond complaints involving
customers who are not eligible for, or have indicated that they do
not accept, the repurchase offer under the Scheme or whose cases
require clarification from the banks will continue to be handled
by the HKMA if the complaints cannot be resolved by the enhanced
complaint handling system introduced by the distributing banks as
agreed by the regulators.

Since 7 August 2009, 16 minibond distributing banks have begun the
issue of repurchase offer letters to eligible customers (about
25,000 customers) under the Scheme.  Up to 21 October 2009, 24,329
customers have responded to the repurchase offers, of whom 24,102
customers or 99.1% have accepted the offers.  As of 15 October
2009, for customers who had accepted the offer, 99% of them
already received payment from the banks concerned, while
the remaining payments will be settled soon (in any case no later
than 30 days after having received the duly completed acceptance
forms from these customers).  Separately, about 4,800 customers
who had reached settlements with the banks prior to the
introduction of the Scheme are eligible to the voluntary offer
made by the banks, with a view to bringing them in line with the
eligible customers who accept the repurchase offer under the
Scheme.  For customers whose previous settlement amount was less
than 60% (for customers aged below 65) or 70% (for customers aged
65 or above) of the principal invested, 97% of them already
received top-up payments from the banks concerned as of 15
October 2009.

"The repurchase offer has begun to expire since 6 October
2009.  Customers who are still eligible to the offer should
consider carefully the terms of the offer and his or her personal
circumstances before deciding whether to accept the offer from
the distributing banks," added the HKMA spokesperson.

                      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: To Delay Filing 10-Q for Third Quarter
-------------------------------------------------------
Lehman Brothers Holdings, Inc., stated in an NT 10-Q filed with
the U.S. Securities and Exchange Commission that it won't timely
file its Quarterly Report on Form 10-Q for the fiscal quarter
ended August 31, 2009, because:

(1) of its Chapter 11 filing on September 15, 2008;

(2) the commencement of various administrative or civil
     rehabilitation proceedings of subsidiaries comprising
     significant parts of the company's European and Asian
     businesses;

(3) the sale since September 15, 2008, of the company's
     business; and

(4) the completion on May 4, 2009, of the transfer to
     Neuberger Berman Group LLC of the company's investment
     management business.

As a result of these developments, LBHI is currently unable to
complete the preparation of its consolidated financial statements
for such period in as much as it currently has neither access to
major components of its internal systems nor the ability to
prepare its consolidated financial statements and the remainder
of the report, with all the required disclosures, to have them
properly certified by its current executive officers, and have
them reviewed by its independent auditors.

LBHI anticipates, based on the information currently available to
it, that results of operations for the third quarter ended
August 31, 2009, will be significantly different from those for
the corresponding period for the last fiscal year due to
significant developments in the business over the past year.

                      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: UK Appeals Court Shuns PwC Plan for Lehman Assets
------------------------------------------------------------------
A British appellate court has rejected PricewaterhouseCoopers'
plan to speed up the unwinding of Lehman Brothers Holdings Inc.'s
European branch and distribute the assets to creditors, upholding
a decision by a lower court.

As matters currently stand, the Court of Appeal's ruling means
that the proposed scheme of arrangement cannot be implemented in
its current form, PwC said.

Whether or not they appeal, the Joint Administrators will continue
to develop alternative proposals that would also assist with the
return of client assets. In that regard, work on the "Contractual
Solution" detailed in our update of 5 October 2009 continues and
further updates will be posted to this website in due course. It
remains the intention of the Joint Administrators to put a
contractual solution to creditors by the end of November 2009.

Steven Pearson, Joint Administrator, commented, "I am disappointed
by this ruling as it restricts the options available to the
Administrators for the return of client assets and, in particular,
the degree of protection afforded to clients who receive assets
back from the Company.  However, following the original judgment
we recognised that the proposed scheme was at risk and in the
meantime have worked with the creditors' committee of LBIE to
develop a credible alternative approach in order to return assets
to clients using approximately the same framework of rules and
timeline as was contained in the proposed scheme.  These
alternative proposals were outlined to affected clients during
October and will be formally launched in an offer circular in the
coming weeks."

Mr. Pearson cautioned, "Unlike the proposed scheme, the
alternative arrangements will only bind those clients who
positively elect to sign-up. In order to benefit from these
arrangements it is vital that affected clients take the time to
understand what is now being are proposed and, by the end of the
year, sign up to their terms."

In order to keep all options open, the Joint Administrators and
LBIE have made an application to the Court of Appeal for
permission to appeal to the Supreme Court of the United Kingdom.

                       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)


LIFE SCIENCES: Posts Lower Q3 2009 Net Income of $1,058,000
-----------------------------------------------------------
Life Sciences Research, Inc., reported lower net income of
$1,058,000 for the three months ended September 30, 2009, from
$2,068,000 for the same period a year ago.  The Company posted net
income of $11,022,000 for the nine months ended September 30,
2009, from net income of $16,087,000 for the same period a year
ago.

Life Sciences Research booked net revenues of $49,361,000 for the
three months ended September 30, 2009, from $63,560,000 for the
same period a year ago.  Life Sciences Research booked net
revenues of $142,656,000 for the nine months ended September 30,
2009, from $191,117,000 for the same period a year ago.

Life Sciences Research had total assets of $186,983,000 as of
September 30, 2009, against total liabilities of $191,893,000,
resulting in $4,910,000 in stockholder's deficit.  The September
30 balance sheet showed strained liquidity: The Company had
$69,956,000 in total current assets against $75,128,000 in total
current liabilities.

On July 8, 2009, the Company entered into the Agreement and Plan
of Merger with Lion Holdings, Inc. -- Parent -- and Lion Merger
Corp. -- Lion -- a wholly owned subsidiary of Parent.  Each of
Parent and Lion was formed for the purpose of consummating the
transactions contemplated by the Merger Agreement, and each of
such entities is controlled by Andrew Baker, Chairman and CEO of
the Company.  The Merger Agreement provides that, upon the terms
and subject to the conditions set forth in the Merger Agreement,
Lion will merge with and into the Company, with the Company
continuing as the surviving company and a wholly owned subsidiary
of Parent following the Merger.

A Special Committee consisting of the Company's independent
directors was charged with evaluating strategic alternatives for
the Company and unanimously recommended the approval of the
Merger.  Based upon this recommendation, the Board of Directors of
the Company (with Andrew Baker and Brian Cass abstaining) approved
the Merger and resolved to recommend that LSR stockholders approve
the Merger.  The Special Committee was advised by independent
counsel and an independent financial advisor who provided a
fairness opinion to the Special Committee.

The Merger Agreement provides that, upon consummation of the
Merger, each share of common stock, par value $0.01 per share, of
the Company issued and outstanding immediately prior to the
effective time of the Merger, other than shares owned by Parent,
Lion or their affiliates, will be converted into the right to
receive $8.50 in cash.  Based upon the latest information
available to the Company, Mr. Baker beneficially owns
approximately 17.7% of the shares.  No stockholder has any
statutory right to demand and receive payment of the fair value of
his, her or its shares in connection with the Merger.

Consummation of the Merger is subject to a number of conditions,
including without limitation: (i) the approval of the Merger by
(A) the holders of at least a majority of the outstanding shares
entitled to vote on the Merger at a stockholders' meeting duly
called and held for such purpose and (B) a majority of the votes
cast by holders of outstanding shares entitled to vote on the
Merger at a stockholders' meeting duly called and held for such
purpose, excluding any votes cast by Parent, Lion, Andrew Baker or
any other "interested party"; (ii) the absence of any "company
material adverse effect"; and (iii) other closing conditions set
forth in the Merger Agreement.

Each of the Company and Parent has the right to terminate the
Merger Agreement under certain circumstances, which may require
the payment of a termination fee.

A special meeting of stockholders has been scheduled for November
23, 2009 for purposes of allowing stockholders to vote on the
Merger.

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?48d8

Life Sciences Research on November 6 said RiskMetrics Group
(formerly Institutional Shareholder Services), a proxy advisory
firm, has recommended that LSR stockholders vote "FOR" the
approval of the merger of LSR and Lion Merger at the upcoming
special meeting of stockholders.

LSR encourages all stockholders to vote their shares promptly by
phone, Internet or by mailing their proxy card.  The Board of
Directors and the independent Special Committee of the Board each
recommended that stockholders vote "FOR" the approval of the
merger.

                   About Life Sciences Research

Life Sciences Research, Inc. (NYSE Arca: LSR) is a global contract
research organization providing product development services to
the pharmaceutical, agrochemical and biotechnology industries.
LSR operates research facilities in the United States (the
Princeton Research Center, New Jersey) and the United Kingdom
(Huntingdon and Eye, England).


LYONDELL CHEMICAL: Al-Waha Joint Venture Starts Up Dubai Plant
--------------------------------------------------------------
Al-Waha Petrochemical Company has successfully started up its new
complex in Al-Jubail Industrial City which includes a 450 KT per
year polypropylene plant based on LyondellBasell's Spherizone
process technology.  Al-Waha was formed in 2006 and is a joint
venture between Sahara Petrochemicals Company (75%) and
LyondellBasell (25%).

"By joining forces, we have developed a world-class complex with
integrated Middle East-advantaged production costs and a highly
competitive mix of polypropylene products  in close proximity to
our target markets of KSA, Asia, Europe, Africa and the Middle
East," said Omar Bahobail, president of Al-Waha.  "With
LyondellBasell's advanced polypropylene technology and its
global marketing capabilities, this joint venture will maintain a
robust and profitable operation in an increasingly challenging
industry."

             World's Largest Spherizone Process Plant

The largest of its kind in the world, Al-Waha's Spherizone
polypropylene plant will supply customers with products exhibiting
a range of properties and performance attributes unmatched in the
industry.

"Our joint venture brings global benchmark LyondellBasell
polypropylene grades to our target markets offering significant
performance advantages," explained Mitchell Killeen, Divisional
vice president of LyondellBasell polypropylene and polyethylene
business for Africa, Middle East and Indian sub-continent.
"Spherizone process resins will enable our customers to access
new applications and markets with products that deliver superior
value."  Applications to be targeted include tapes to produce
woven fabrics, injection molded products, and film.  At a later
stage, Al-Waha will also supply grades used in fiber and nonwoven
applications, and a wide range of random copolymers used in
consumer and packaging applications.  Pipe producers also will
benefit from industry-leading Spherizone polypropylene resins
used in high-performance pipe applications.

                      Supply From Local Sources

Al-Waha's polypropylene resins will be marketed globally by
LyondellBasell, including a firm commitment to the Middle East
market for value added products.  This joint venture enables the
global polyolefins leader to supply heterophasic and random
copolymers to the Middle East from local assets for the first
time.

"Al-Waha's Middle East production assets, coupled with
LyondellBasell's existing marketing network in United Arab
Emirates, Egypt, India and North Africa, demonstrate our
commitment to growth in the Middle East and Asia as well as
Europe," said Mr. Killeen.

                     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: Cadwalader Bills Lyondell $17M For Summer Work
-----------------------------------------------------------------
Law360 reports that Cadwalader Wickersham & Taft LLP, which
represents Lyondell Chemical Co. in its Chapter 11 proceedings, is
seeking more than $17 million in fees and expenses for its work
over the summer, as the firm tries to bring the chemical producer
out of bankruptcy by early 2010.

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: Wins Nod of Omnibus Motion for Agreements
------------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, Lyondell Chemical
Co. and its units sought and obtained a Court order approving
certain agreements (i) effectuating the consensual disposition of
certain prepetition executory contracts and (ii) compromising
claims between and among certain Debtors and the counterparties to
the Agreements, effective as of August 11, 2009.

In connection with the conduct of their businesses, the Debtors
are parties to thousands of contracts with various vendors,
suppliers and customers.  The business relationships between the
Debtors and many of their Counterparties are complex, with the
Debtors and Counterparties acting as both suppliers and customers
to each other or their affiliates, Andrew M. Troop, Esq., at
Cadwalader, Wickersham & Taft LLP, in New York, related.

The Debtors are in the process of reviewing their numerous
contracts, leases and other agreements, and the associated
relationships with their Counterparties.  As part of this
process, the Debtors have entered into negotiations with numerous
Counterparties to make their ongoing contractual relationships
more advantageous for the estates, and to compromise with
Counterparties in ways that are also beneficial and fair to the
estates, according to Mr. Troop.

Specifically, the Court has approved these Agreements:

  (a) Agreement dated as of July 17, 2009, by and among Lyondell
      Chemical Company, Equistar Chemicals, LP, Millennium
      Petrochemicals, Inc., Houston Refining, LP, Basell USA,
      Inc., and TNT Crane & Rigging, LP -- the TNT Agreement;
      and

  (b) Agreement dated as of July 16, 2009, by and among
      Lyondell, Equistar, and Tauber Petrochemical Company.

According to Mr. Troop, the key aspects of the TNT Agreement
include:

  (1) Each of Lyondell, Equistar, MPI, and Houston Refining
      will, with the consent of TNT, reject under Section 365
      that certain prepetition executory contract dated June 1,
      2007, between and among certain of the Debtors and TNT,
      whereby TNT provided, among other things, certain operated
      and maintained crane services to the parties.

      The Debtors and TNT have agreed to continue their business
      relationship pursuant to a new, ordinary course
      postpetition agreement, on similar or better commercial
      terms than the Prepetition TNT Contract.

  (2) The TNT Agreement resolves certain claims between the
      Debtors and TNT.  TNT has agreed to compromise its
      asserted mechanics' and materialmens' liens in an
      aggregate amount of roughly $252,020, against the Debtors'
      (i) Corpus Christi Equistar Plant, (ii) Bayport
      Polyolefins Plant, (iii) Channelview Complex, and (iv)
      LaPorte Complex.

      In consideration of the Debtors' agreement to continue
      their relationship with TNT pursuant to a new postpetition
      agreement, TNT has agreed, among other things, to (i)
      waive its asserted mechanics' and materialmens' liens and
      (ii) accept general unsecured claims against the estates
      of Equistar and Houston Refining in the approximate
      amounts of $108,757 and $135,400, respectively.  TNT will
      release any other claims in respect of the Prepetition TNT
      Contract.

A full-text copy of the TNT Agreement is available for free at
http://bankrupt.com/misc/Lyondell_OrdTNTAgreement081109.pdf

According to Mr. Troop, the key aspects of the Tauber Agreement
include:

  (1) Tauber supplied certain commodities to Lyondell and
      Equistar pursuant to a certain prepetition contract.
      Lyondell, Equistar, and Tauber have terminated the
      Prepetition Tauber Contract by mutual consent.

      The Debtors and Tauber have agreed to continue their
      business relationship pursuant to a new, ordinary course
      postpetition agreement on similar or better terms that the
      Prepetition Tauber Contract.

  (2) The Tauber Agreement resolves certain claims between
      Tauber and the Debtors in respect of the Prepetition
      Tauber Contract and related obligations.  In consideration
      of the Debtors' entry into a new postpetition agreement
      with Tauber, Tauber has agreed, among other things, to
      release any claims -- including its asserted $20,913 claim
      for goods provided to the Debtors -- related to unpaid
      amounts, the Prepetition Tauber Contract and related
      obligations.

A full-text copy of the Tauber Agreement can be accessed for free
at http://bankrupt.com/misc/Lyondell_OrdTauberAgreement081109.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)


MARANI BRANDS: Posts Restated Net Loss of $3.4 Million in FY2008
----------------------------------------------------------------
Marani Brands, Inc., filed with the Securities and Exchange
Commission on November 3, 2009, Amendment No. 1 to its annual
report for the fiscal year ended June 30, 2008.

This amendment mainly reflects changes to the Company's financial
statements for fiscal 2008 as a result of the application of
reverse merger accounting, rather than purchase method accounting
to the April 2008 merger transaction between the Company and
Margrit Enterprises International, Inc.

The following financial statements line items were affected by the
restatement:
                                     As
                                 Originally
                                   Stated          As Restated
                                 ----------        -----------
Current Assets                   $2,567,631         $2,567,631
Property & Equipment                 $5,510            $5,510
Deposits                            $35,255            $35,255
Goodwill aand Intangibles        $3,861,280                 $0
Total Assets                     $6,469,676         $2,608,396

Total Current Liabilities          $435,452           $435,452
Total Non-Current Liabilities      $249,816           $249,816
Total Liabilities                  $685,268           $685,268
Total Stockholders' Equity       $5,784,408         $1,923,128
Total Liabilities &
  Stockholders' Equity           $6,469,676         $2,608,396

Sales                              $168,058           $168,058
Cost of Sales                       $48,809            $48,809
Gross Profit                       $119,249           $119,249
Operating Expenses               $3,513,683         $3,659,959
Operating Income (Loss)         ($3,394,434)       ($3,540,710)
Total Other Income (Expense)       ($46,526)      ($11,826,103)
Net Income (Loss) Before Income
  Taxes                         ($3,440,960)      ($15,366,813)
Provision for Income Taxes                -                  -
Net Income (Loss)               ($3,440,960)      ($15,366,813)

A full-text copy of the Company's amended annual report for the
fiscal year ended June 30, 2008, is available for free at:

     http://researcharchives.com/t/s?48c7

                       Going Concern Doubt

Gruber & Company, LLC, in Saint Louis, Missouri, audited Marani
Brands, Inc., and subsidiaries' consolidated financial statements
as of and for the years ended June 30, 2008, and 2007.  The
auditing firm said that the Company's viability is dependent upon
its ability to obtain future financing and the success of its
future operations.  The auditing firm said these factors raise
substantial doubt as to the Company's ability to continue as a
going concern.

                       About Marani Brands

Based in North Hollywood, Calif., Marani Brands, Inc. (OTC BB:
MRIB) primarily engages in the distribution of wine and spirit
products manufactured in Armenia.  The Company's signature product
is Marani Vodka, a premium vodka which is manufactured exclusively
for the Company in Armenia.


MICHAELS STORES: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings
outlook on the Irving, Texas-based-Michaels Stores Inc.  This
action comes after the company amended its senior secured credit
facility so that $1 billion of the currently outstanding
$2.285 billion now matures in 2016.  Michaels agreed to pay a
higher interest rate margin on the extended portion of the term
loan; the LIBOR margin increased to 4.5% from 2.25%.

"Leverage is unaffected as a result of the transaction and
operating lease-adjusted debt to EBITDA was 8.8x at the end of the
second quarter (ended Aug. 1, 2009)," said Standard & Poor's
credit analyst Charles Pinson-Rose.  Operating lease-adjusted
EBITDA interest coverage weakens modestly to 1.5x from 1.6x on a
pro forma basis as a result of the higher interest costs.
"Despite the higher interest rate margin, S&P still expect that
the company should generate meaningful free cash flow in the
future," added Mr. Pinson-Rose.


MICROMET INC: Posts Wider Q3 2009 Net Loss of $19,892,000
---------------------------------------------------------
Micromet, Inc., posted wider net loss of $19,892,000 for the three
months ended September 30, 2009, from a net loss of $12,891,000
for the same period a year ago.  The Company posted a net loss of
$34,169,000 for the nine months ended September 30, 2009, from a
net loss of $27,384,000 for the same period a year ago.

Total revenues were $4,021,000 for the three months ended
September 30, 2009, from $7,038,000 for the same period a year
ago.  Total revenues were $16,414,000 for the nine months ended
September 30, 2009, from $21,414,000 for the same period a year
ago.

As of September 30, 2009, the Company had $132,944,000 in total
assets against total current liabilities of $34,752,000, deferred
revenue, net of current portion of $7,413,000, other non-current
liabilities of $2,352,000.  The Company had $0 in long-term debt
obligations.  As of September 30, 2009, the Company had
accumulated deficit of $232,337,000 and stockholders' equity of
$88,427,000.

"We expect that operating losses and negative cash flows from
operations will continue for at least the next several years and
we will need to generate additional funds to achieve our strategic
goals.  If necessary, we may raise substantial funds through the
sale of our common stock and common stock warrants, or through
debt financing or through establishing additional strategic
collaboration agreements.  We do not know whether additional
financing will be available when needed, or whether it will be
available on favorable terms, or at all.  Based on our capital
resources [to date] and the proceeds received from the sale of
common stock in August 2009, we believe that we have adequate
resources to fund our operations for at least 24 months, without
considering any potential future milestone payments that we may
receive under our current or any new collaborations we may enter
into in the future, any future capital raising transactions or any
draw downs from our committed equity financing facility, or CEFF,
with Kingsbridge Capital Limited," the Company said.

On October 29, Micromet announced that it had entered into a
collaboration and license agreement with sanofi-aventis to develop
a BiTE antibody against an undisclosed solid tumor target.  Under
the terms of the agreement, Micromet will be responsible for the
discovery, research and development of the BiTE antibody through
the completion of phase 1 clinical trials, at which point sanofi-
aventis will assume full control of the development and
commercialization process.  Micromet will receive an initial
payment of EUR8.0 million (approximately $12 million), and is
eligible for development and regulatory milestone payments of up
to EUR162 million (approximately $241 million), plus performance-
based sales milestones of up to EUR150 million (approximately $224
million) and royalties on worldwide product sales.

On November 5, Micromet announced that it has entered into an
agreement with MedImmune, LLC to buy out MedImmune's option to
reacquire the right to commercialize blinatumomab in North
America, and to terminate the collaboration agreement signed in
2003 under which MedImmune had been granted the right to develop
and commericalize blinatumomab in North America.  As a result of
this termination agreement, Micromet now controls global rights to
develop and commercialize blinatumomab.  Micromet will make
upfront, milestone, and royalty payments to MedImmune related to
the development and North American net sales of blinatumomab.

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?48e2

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48e3

On Friday, the Company filed a Post-Effective Amendment No. 1 to
the Registration Statement on Form S-4 on Form S-8 it filed
relating to 1,922,971 shares of common stock, par value $0.00004
per share.  All of the Common Shares are issuable pursuant to the
Micromet, Inc. 2006 Equity Incentive Award Plan.  The 2006 Plan
was assumed by the Company, pursuant to the Agreement and Plan of
Merger and Reorganization, dated as of January 5, 2006, as amended
on March 16, 2006, by and among the Company, Carlsbad Acquisition
Corporation -- Merger Sub -- Micromet Holdings, Inc. and Micromet
AG, upon the completion of the merger of Merger Sub with and into
Holdings on May 5, 2006.  Upon completion of the merger, the
366,472 shares of common stock of Holdings reserved for issuance
under the 2006 Plan were converted into options to purchase the
1,922,971 Common Shares of the Company based on the exchange ratio
in the merger, and the Company amended its Certificate of
Incorporation changing its corporate name to Micromet, Inc.

All of the Common Shares registered were previously registered on
the Company's registration statement on Form S-4, as amended (File
No. 333-131817) and are being transferred to this registration
statement on Form S-8 by way of Post-Effective Amendment No. 1 to
the Form S-4.  The Registration Statement also includes any
additional shares that may hereafter become issuable in accordance
with the adjustment provisions of the 2006 Plan.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?48e4

                      Going Concern Doubt

In its annual report on Form 10-K for the year ended December 31,
2008, Micromet said that as of December 31, it had an accumulated
deficit of $198,200,000, and it expects to continue to incur
substantial, and possibly increasing, operating losses for the
next several years.  "The conditions create substantial doubt
about our ability to continue as a going concern," the Company
said.

However, Ernst & Young LLP, in McLean, Virginia, the Company's
independent accountants, did not include a going concern language
in its March 16, 2009 audit report.


MONTGOMERY REALTY: Court Sets November 24 Plan Voting Deadline
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has preliminarily approved the disclosure statement with respect
to Montgomery Realty Group Inc.'s amended Chapter 11 plan of
reorganization dated October 19, 2009, subject to reconsideration
at the confirmation hearing.  The Court has scheduled the
confirmation hearing for December 2, 2009, at 9:30 a.m.

The deadline for the submission of ballots accepting or rejecting
the Plan is November 24, 2009.

Written objections to the Plan must be submitted no later than
November 24, 2009.  The confirmation hearing will constitute a
status and scheduling conference with respect to any such
objection.

The Debtor believes that it in a Chapter 7 liquidation, there
would be no distribution to unsecured creditors.  If the Trustee
did sell any of the properties, and achieved sales prices
materially in excess of the appraised values, it says that the net
recovery would just be absorbed by the fees and expenses of the
Trustee and her professionals.  Thus, the Debtor believes that in
a liquidation, there would be no distribution to unsecured
creditors.

                       Treatment of Claims

With the exception of the allowed secured claim of the City and
County of San Francisco under Class 710-A and the allowed claims
entitled to priority under Section 507 of the Bankruptcy Code
under Class PRI, all other claims are impaired under the Plan.

Unsecured creditors who are owed less than $10,000 under Class
UNS-A or are willing to accept a maximum distribution of $2,500
will receive 25% of their claims in full satisfaction and will
receive their distribution before all other general unsecured
creditors.

After the Class UNS-A creditors have received their discounted
payments, net cash flow will be dedicated to paying all other
allowed unsecured claims under Class UNS-B in full.

After all unsecured claims have been satisfied, net cash flow will
be dedicated to cashing out the minority shareholders (Class EQT-
A) at $0.50 per share.  There are 435,000 shares held by minority
shareholders.  After the Interests of minority shareholders have
been satisfied, the Debtor may use its cash freely.

Dinesh Maniar and his family and affiliates (Class EQT-B) will
retain their interests in the Debtor, subject to the requirements
of the Plan.

The debt secured by the first deed of trust (Class 710-B) on the
Debtor's single-tenant office building located at 710 Sansone
Street, San Francisco, will be restructured as a 7-year note at
5.25% interest and a 30-year amortization.  The debt secured by
second deed of trust (Class 710-C) will be restructured as a
5-year note at 7.5% interest and a 30-year amortization.

The debt secured by the first deed of trust (Class 447-B) on the
Debtor's multi-tenant, 3 story office building located at 447
Battery Street, San Francisco, will be restructured as a 7-year
note at 5.25% interest and a 30-year amortization.  The second
deed of trust (Class 447-C) secures an obligation of the majority
shareholder and was given in March of 2009 "for free".  The Debtor
will seek avoidance of that deed of trust as a fraudulent
transfer.  If the Debtor is unsuccessful in that lawsuit, it may
surrender the property to foreclosure by the secured creditors.

The Debtor will transfer its property known as Glen Oaks
Apartments located at 1007 E. Rundberg St., Austin, Texas,
together with a Hawaii Condo previously owned by its majority
shareholder, to the holder of the second deed of trust.  The
automatic stay respecting the Glen Oaks Apartments will dissolve,
and all creditors holding liens against the Glen Oaks Apartments
will be free to enforce them.

The Debtor owns the only membership interest in Montgomery Realty
Group, LLC, a Debtor in a related Chapter 11 case, which owns the
Concord Park & Shop.  The Debtor hopes to retain ownership of the
property through the LLC, but anticipates that all cash flow for
the foreseeable future will be dedicated to the payment of the
LLC's creditors.

Full-text copies of the Chapter 11 Plan and disclosure statement
is available for free at:

     http://bankrupt.com/misc/montgomery.Chapter11plan.pdf
     http://bankrupt.com/misc/montgomery.DS.pdf

                     About Montgomery Realty

Based in San Francisco, Montgomery Realty Group, Inc. filed for
Chapter 11 relief on July 6, 2009 (Bankr. C.D. Calif. Case No.
09-31879.  Montgomery leases and operates improved properties.
Michael St. James, Esq., at St. James Law, represents the Debtor
as counsel.  When the Debtor filed for protection from its
creditors, it listed total assets of between $10 million and
$50 million each in assets and debts.


MORRIS PUBLISHING: Moves Deadline to Commence Exchange Offer
------------------------------------------------------------
Morris Publishing Group, LLC and Morris Publishing Finance Co., as
issuers, and all other subsidiaries of Morris Publishing, as
subsidiary guarantors, and the holders, or investment advisors or
managers, of over 72% of the outstanding $278,478,000 aggregate
principal amount of Morris Publishing's 7% Senior Subordinated
Notes Due 2013, on October 30, 2009, entered into a Restructuring
Support Agreement regarding the exchange of the Existing Notes,
including accrued and unpaid interest, for $100 million of new
notes.  The Restructuring Support Agreement required Morris
Publishing to commence the exchange offer solicitation no later
than November 6, 2009.

On November 6, 2009, Morris Publishing and the requisite number of
Holders required to effectuate an amendment entered into an
Amendment to the Restructuring Support Agreement extending the
deadline to commence the exchange offer solicitation until
November 17, 2009.

On Friday, Morris Publishing and the Holders of over 75% of the
outstanding aggregate principal amount of the Existing Notes
entered into Amendment No. 17 to the Forbearance Agreement, dated
as of February 26, 2009, with respect to the indenture to the
Existing Notes.  Amendment No. 17 amended the definition of a
Forbearance Termination Event as defined in the Forbearance
Agreement to eliminate the requirement that Morris Publishing
commence the exchange offer solicitation no later than 5:00 p.m.
EDT on November 6, 2009, and to include the termination of the
Restructuring Support Agreement as a Forbearance Termination
Event.  Other terminating events include an acceleration of the
maturity of Morris Publishing's obligations under the Amended and
Restated Credit Agreement, dated as of October 15, 2009, the
occurrence of any other default under the Indenture, or if Morris
Publishing files for bankruptcy protection or breaches its
covenants under the Forbearance Agreement.

Yesterday's Troubled Company Reporter disclosed the terms of the
Restructuring Support Agreement.

Morris Publishing Group, LLC -- http://www.morrisrestructures.com/
-- is a privately held media company based in Augusta, Ga. Morris
Publishing currently owns and operates 13 daily newspapers as well
as nondaily newspapers, city magazines and free community
publications in the Southeast, Midwest, Southwest and Alaska.


NATURAL HEALTH: Won't Appeal Nasdaq Delisting Notice
----------------------------------------------------
Natural Health Trends Corp. has decided not to pursue a costly
appeal of a delisting notice it received from The Nasdaq Stock
Market on November 2, 2009.  This decision was reached as part of
the Company's overall strategy to improve cost-effectiveness and
focus its resources on revenue-generation activities and support
for member activities.

The Company's planned revenue-generating and support activities
include product introductions in its wellness, beauty and
lifestyle categories, as well as new incentive programs and
exciting events to offer a platform for reward and recognition for
the Company's members.  The Company is committing its management,
support and capital to activities designed to drive revenue, new
member acquisition and existing member retention.

On November 2, 2009, the Company received a letter from the staff
of The Nasdaq Stock Market advising the Company that it will be
delisted from the Nasdaq Capital Market because it no longer
complies with Listing Rule 5550(b), which requires the Company to
have a minimum of $2.5 million in stockholders' equity or
$35.0 million market value of listed securities or $500,000 of net
income from continuing operations for the most recently completed
fiscal year or two of the three most recently completed fiscal
years.

After considering a number of factors, including the expenditure
of resources necessary to regain compliance with Nasdaq's Listing
Rule within Nasdaq's timeframe and then maintaining its Nasdaq
listing, the Company has decided not to appeal Nasdaq's delisting
determination or undertake expensive or dilutive attempts to
regain compliance with Nasdaq's minimum equity rule.

"Our decision is not taken lightly," said Chris Sharng, President
of Natural Health Trends Corp.  "After extensive cost reductions
and restructuring, the Company's business is well positioned to
benefit from the excitement and growth that we're seeing in our
international markets.  We recently hosted a highly successful
grand opening event in Moscow, generating great momentum for our
nascent Russian business.  Our Korean business is on an upswing,
and we are about to commemorate a milestone anniversary at our 8th
Anniversary Celebration event in Hong Kong."

"We are looking at substantial opportunities that will require us
to focus our cash on the business.  Because there are alternative
trading markets that can provide liquidity for the Company's
common stock, we believe that, maintaining the Nasdaq listing,
while desirable, does not rank as high in priority as taking
advantage of these opportunities and supporting our members who
drive the business.  We may consider re-applying for a Nasdaq
listing at a future date when market conditions and the size of
our company warrant the expense."

As a result of the delisting notice, beginning November 11, 2009,
the Company's common stock will no longer be traded on the Nasdaq
Capital Market, but will continue to be quoted on the Pink Sheets,
a centralized electronic quotation service run by Pink OTC Markets
Inc., for over-the-counter securities.  Because the Company
intends to continue filing current, quarterly and annual reports
with the Securities and Exchange Commission, it believes it
qualifies for listing on the OTCQX, which is the premier tier of
the over-the-counter market run by Pink OTC Markets, Inc.  The
Company is presently evaluating a listing on the OTCQX, and until
a listing application is filed and accepted, the Company's common
stock will be quoted on the Pink Sheets Current Information Tier
under the ticker symbol "BHIP."

                About Natural Health Trends Corp.

Natural Health Trends Corp. --
http://www.naturalhealthtrendscorp.com/--
is an international direct-selling and e-commerce company
operating through its subsidiaries throughout Asia, North America,
and Europe.  The company markets premium quality personal care
products under the NHT Global brand.


NEDAK ETHANOL: Posts $3 Million Net Loss in Q3 2009
---------------------------------------------------
Nedak Ethanol, LLC, reported a net loss of $3.0 milion on revenues
of $20.3 million for the three months ended September 30, 2009,
compared with a net loss of $1.1 million in the same period of
2008.  The Company did not generate any revenue in 2008.

The Company sold approximately 10.7 million gallons of ethanol for
the quarter ended September 30, 2009.  The Company sold
approximately 61,000 tons of wet distiller's grains and 11.3 tons
of dried distiller's grains for the the quarter ended
September 30, 2009.

Cost of goods sold as a percentage of revenues was 106% for the
three months months ended September 30, 2009.

                       Nine Months Results

For the nine months ended September 30, 2009, the Company reported
a net loss of $11.3 million on revenues of $45.6 million.  The
Company reported a net loss of $2.6 million and zero revenue in
the same period in the previous year.

For the nine months ended September 30, 2009, the Company received
approximately 88% of its revenue from the sale of ethanol and
approximately 12% of its revenue from the sale of distiller's
grains.

Cost of goods sold as a percentage of revenues was 114% for the
nine months ended September 30, 2009.

                          Balance Sheets

At September 30, 2009, the Company's consolidated balance sheets
showed $90.7 million in total assets, $57.1 million in total
liabilities, and $33.6 million in total members' equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $10.1 million in total current
liabilities available to pay $7.1 million in total current
liabilities.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
are available for free at http://researcharchives.com/t/s?48be

             Going Concern Issues/Possible Bankruptcy

The Company's unaudited interim condensed financial statements
have been prepared assuming the Company will continue as a going
concern.  However, as of September 30, 2009, the Company remained
in default of its credit agreement for a senior secured credit
facility with AgCountry Farm Credit Services, FLCA and tax
increment financing (TIF) loan.  For these reasons, the Company
has reclassified amounts owing under these loans as current
liabilities.

Because of these events and market conditions, the Company
believes there is an increased level of uncertainty with respect
to its ability to obtain sufficient cash flows from operations or
debt or equity financing sufficient to cover the liquidity needed
for ongoing operations.

On September 30, 2009, the Company executed the Fifth Supplement
and Forbearance Agreement with AgCountry Farm Credit Services,
FLCA, which (i) extended the payment dates of the Company's
restructuring fees, (ii) extended the first principal payment
until April 1, 2010, (iii) provided AgCountry will release
$2,000,000 of restricted cash for the purchase of corn, and (iv)
requires the Company to fund a loan reserve account with
$2,000,000 of cash if the Company receives the USDA Business and
Industries Guaranteed Loan.

The Company said it is actively conducting further discussions
with AgCountry to modify the financial covenants under the loan
documents.  Until the Company is able to comply with said
covenants, AgCountry may take a variety of actions, including
immediately accelerating the repayment of all outstanding debt
under the loan documents.

The Company said that the such acceleration could entitle
AgCountry to liquidate all of its assets, and would likely lead to
its bankruptcy, reorganization or winding up of its affairs.

                       About Nedak Ethanol

Nedak Ethanol, LLC was formed in 2003 to construct and operate an
ethanol plant in the Company's 73-acre site located near Atkinson,
Nebraska.  The Company began producing ethanol and distiller's
grains at the plant in December 2008.


NEXCEN BRANDS: Has $416,000 Q2 Net Loss; In Talks with Lender
-------------------------------------------------------------
NexCen Brands, Inc., significantly lowered its net loss for the
second quarter ended June 30, 2009, to $416,000 from a net loss of
$195,849,000 for the same period in 2008.  The Company posted a
net loss of $1,281,000 for the six months ended June 30, 2009,
from a net loss of $201,154,000 for the same period in 2008.

NexCen filed its second quarterly report last week.

NexCen booked total revenues of $11,781,000 for the second quarter
ended June 30, 2009, from $11,924,000 for the same period in 2008.
NexCen booked total revenues of $23,741,000 for the six months
ended June 30, 2009, from $22,149,000 for the same period in 2008.

At June 30, 2009, the Company had $109,667,000 in total assets
against $157,199,000 in total liabilities, resulting in
$157,199,000 in stockholders' deficit.

As of June 30, 2009, NexCen had a total of roughly $8 million of
cash on hand.  As of June 30, 2009, NexCen also had long-term
restricted cash of $700,000, used to secure letters of credit
issued as security deposits on the Company's leased facilities.

"We anticipate that cash generated from operations will provide us
with sufficient liquidity to meet the expenses related to ordinary
course operations, including our debt service obligations, for at
least the next twelve months.  Nonetheless, market and economic
conditions may worsen and negatively impact our franchisees and
our ability to sell new franchises.  As a result, our financial
condition and liquidity raise substantial doubt about our ability
to continue as a going concern," NexCen said.

NexCen said it is highly leveraged and has no additional borrowing
capacity under its credit facility with BTMU Capital Corporation.
The BTMUCC Credit Facility also imposes restrictions on its
ability to freely access the capital markets.  In addition, the
BTMUCC Credit Facility imposes various restrictions on the use of
cash generated by operations.

"Accordingly, we continue to have uncertainty with respect to our
ability to meet non-ordinary course expenses or expenses beyond
certain total annual limits, which are not permitted to be paid
out of cash generated from operations under the terms of the
BTMUCC Credit Facility, but instead must be paid out of cash on
hand.  These limits do not apply to certain expenses associated
with our manufacturing facility such as cost of goods.  If we are
not able to generate sufficient cash from operations to pay our
debt service obligations and our expenses, we would defer, reduce
or eliminate certain expenditures, which may negatively impact our
operations.  Alternatively, we would seek to restructure or
refinance our debt, but there can be no guarantee that BTMU
Capital Corporation would agree to any further restructuring or
refinancing plans," NexCen said.

"Our current projections indicate that we may exceed the expense
limits noted above prior to our December 31, 2009 year end.  We
are in discussions with BTMUCC to increase the 2009 expense
limits.  However, if our lender declines to increase our expense
limits, we may be required to defer payment of some 2009 expenses
until the expense limits reset in January 2010 and/or use some or
all of our available cash on hand in December to cover expenses,"
NexCen added.

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?48db

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48dc

In a news statement, Kenneth J. Hall, Chief Executive Officer,
stated, "We are pleased with our performance during the second
quarter.  This is the second consecutive quarter in which we
generated operating income and positive cash flow from operations
since we implemented our strategic plan to turn around our
business.  We maintained revenues at prior-year levels, despite
the dramatic drop in mall traffic and retail spending. We also
realized improvements in our financial results by right-sizing our
operating expenses and improving efficiencies in our business.  We
are heartened that our strategic plan is yielding a positive
impact on our results."

Mr. Hall concluded, "NexCen Brands is operating as a fundamentally
stronger business than a year ago.  We believe that through the
execution of our turnaround plan, we have been able to weather
both the downturn in the economy and the internal challenges that
have impacted our Company.  In 2009, we have continued to improve
our operations and make investments in our business and brands,
while significantly reducing expenses.  We also have completed key
hires to bolster our management team.  Further, we have continued
to enhance our offerings to franchisees, such as opening a new
`Innovation Lab' with additional capabilities to produce new ice
cream, cookies and pretzels products for each of our QSR
franchised brands.  Despite our progress to date, we recognize
that the continued difficult macroeconomic environment, including
the lack of readily available financing for franchisees, has
affected our business and our financial results, and may continue
to do so.  As such, we will maintain a conservative approach to
managing our expenses, while at the same time, strive to
capitalize on innovation and expansion opportunities.  We also
understand that we must further bolster our financial condition
and address our debt level.  In short, we are encouraged by our
financial performance through the first half of 2009, but not
complacent."

The 2009 Annual Meeting of Stockholders of NexCen will be held on
December 1, 2009, at 10:30 a.m. Eastern Standard Time at its
franchise operations facility, NexCen Franchise Management, 1346
Oakbrook Drive, Suite 170, in Norcross, Georgia.  At the Annual
Meeting, stockholders will act upon these matters:

     1. Election of five directors to hold office until the 2010
        Annual Meeting of Stockholders or until their successors
        are elected and qualified; and

     2. Ratification of the appointment of KPMG LLP as NexCen's
        independent registered public accounting firm for the
        fiscal year ending December 31, 2009.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?48dd

                        About NexCen Brands

Based in New York, NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) is a
strategic brand management company with a focus on franchising.
It owns a portfolio of franchise brands that includes two retail
franchise concepts: TAF(TM) and Shoebox New York(R) as well as
five quick service restaurant franchise concepts: Great American
Cookies(R), MaggieMoo's(R), Marble Slab Creamery(R),
Pretzelmaker(R) and Pretzel Time(R).  The brands are managed by
NexCen Franchise Management, Inc., a subsidiary of NexCen Brands.


NORTEL NETWORKS: Canada Court OKs GSM Business Auction
------------------------------------------------------
The Ontario Superior Court of Justice approved the proposed
bidding process to govern the sale of the global operations of
Nortel Networks Ltd. and other units using the Global System for
Mobile communications standard.

NNL's U.S.-based units, Nortel Networks Inc. and its affiliated
debtors, have already obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to implement the bidding
process.

Under the bidding process, interested parties are given until
November 16, 2009, to submit their bids for the GSM business.  An
auction will be held on November 20 if Nortel receives bids for
the assets, to be followed by a hearing on December 2 on the sale
of the GSM business to the winning bidder.  Creditors and other
concerned parties have until November 25 to file any objection to
the proposed sale.

Nortel Networks Inc. and its debtor affiliates plan to sell by
"open auction" substantially all of their global operations using
the Global System for Mobile communications standard.

In court papers, NNI seeks approval of the U.S. Bankruptcy Court
for the District of Delaware to sell its GSM business as well as
those of Nortel Networks Ltd., Nortel Networks UK Ltd. and Nortel
Networks SA.  The Debtors will also be selling their GSM for
Railways, which provides a communications system for railways
operators.

The Nortel units are suppliers of GSM, a widely deployed wireless
technology standard for mobile phone networks, to operators
globally and have worked with those operators to implement the
GSM family of access technologies.

                   About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Ericsson Exec Says Sale to Close Soon
------------------------------------------------------
A senior executive at Ericsson says the Sweden-based company
expects to close its acquisition of Nortel Networks Corp.'s
assets soon, according to Reuters.  "We don't expect to see any
hiccups.  I think it will be closed very soon," Reuters quoted
Hakan Eriksson as saying.

Ericsson was the winning bidder at the July auction for Nortel's
Code Division Multiple Access (CDMA) business and Long Term
Evolution (LTE) access assets.  It offered to acquire the assets
for US$1.13 billion, outbidding Nokia Siemens Networks'
$1.032 billion offer, which served as the stalking horse bid.

The deal, which is still being reviewed by the U.S. Department of
Justice, raises Ericsson's market share in wireless network
equipment in North America to about 50%, Reuters reported.

Eriksson said taking over Nortel's strong position in the CDMA
business would place it in a good position when CDMA operators
look for next-generation networks, most likely LTE, according to
the report.

                   About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: To Auction Ethernet Nov. 13; Nokia Mulls Bid
-------------------------------------------------------------
Nortel Networks Ltd. and its affiliates obtained authority from
the Ontario Superior Court of Justice to implement a bidding
process for the sale of their optical networking and carrier
ethernet business to Ciena Corp. or to any company that offers a
better bid for the assets.

NNL's U.S.-based units, Nortel Networks Inc. and its affiliated
debtors, have already obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to implement the
bidding process.

Under the court-approved bidding process, parties interested to
acquire the Optical Networking and Carrier Ethernet business are
required to submit their bids by November 9, 2009, to be followed
by an auction on November 13 if more than one qualified bid are
received.

Ciena's US$390 million offer will serve as the "stalking horse"
bid or the lead bid at the auction.  In the event Ciena is not
selected as the winning bidder or the Ciena Asset Sale Agreement
with NNI is terminated, the Nortel units are required to pay the
company a break-up fee of up to US$10.7 million and reimburse as
much as US$3.6 million for its expenses.

Full-text copies of the Ciena Asset Sale Agreement and amendment
to the agreement between Ciena and Nortel are available for free
at:

      http://bankrupt.com/misc/NortelAgreementCiena.pdf
      http://bankrupt.com/misc/NortelAmAgreementCiena.pdf

In connection with the sale, NNI seeks permission from the
Bankruptcy Court to file under seal a set of documents including
a disclosure schedule, which contain what it calls "sensitive
commercial information" about its business, intellectual property
and others.

NNI also seeks to assume and assign certain executory contracts
to Ciena or to the winning bidder in relation to the proposed
sale.  Objections, if any, to the assumption and assignment of
the contracts must be filed in Court no later than November 6,
2009.

Any party to a contract designated for assumption and assignment
that wishes to obtain information about the bidders is required
to notify NNI on or before November 6, 2009.  The party
submitting a timely notice will be provided non-confidential
information related to adequate assurance that NNI received from
the bidders on November 12, 2009.

The assumption and assignment of the contracts will take effect
upon completion of the sale.

                    Nokia Mulls Making Bid

Nokia Siemens Networks is considering making a bid for Nortel
Networks Corp.'s optical-network unit, the Wall Street Journal
reported, citing a person familiar with the matter.

The source said it is not yet clear, however, whether Nokia
Siemens actually will make a bid and that there have also been a
number of companies looking at the business but their intent is
not yet known, according to the report.

Nokia Siemens, a joint venture between Nokia Corp. and Siemens AG
(SI), participated at the July 2009 auction for Nortel's Code
Division Multiple Access (CDMA) business and Long Term Evolution
(LTE) access assets.  Its $1.032 billion offer, however, lost to
Telefonaktiebolaget LM Ericsson's US$1.13 billion offer, which
emerged as the winning bidder.

Jan Ihrfelt, a Swedbank AB analyst, said the acquisition of
Nortel's wireless assets by Nokia Siemens just might be the thing
for Nokia Siemens to make "a real footprint in the U.S."

Revenue at Nortel's Metro Ethernet unit, which accounts for most
of what is being sold in the auction, fell 27% in the second
quarter to $333 million, Bloomberg News reported.

                   About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Wins Court Nod to Sell Packet Assets to Hitachi
----------------------------------------------------------------
Nortel Networks Inc. and Nortel Networks Ltd. obtained court
approval to sell to Hitachi Ltd. the assets of their Carrier
Networks business associated with the development of Next
Generation Packet Core network components.

The U.S. Bankruptcy Court for the District of Delaware and the
Ontario Superior Court of Justice issued the sale approval on
October 28, 2009, just two days after NNI chose the $10 million
offer of Hitachi, a Japanese multinational corporation, as the
winning bid for the Packet Core Assets.

Assets that will be sold under the deal include software to
support the transfer of data over existing wireless networks and
the next generation of wireless communications technology like
non-patent intellectual property, equipment, non-exclusive
license of certain patents and other intellectual property.

The sale does not include legacy packet core components for
Nortel's third-generation Universal Mobile Telecommunications
System (UMTS) and Global System for Mobile (GSM) businesses,
according to a report by the Canadian Press.

Completion of the sale is subject to regulatory and other
customary conditions.  The deal is expected to be completed
before the year ends.

A full-text copy of the Agreement governing the Packet Core Asset
Sale is available without charge at:

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

Ernst & Young Inc., the firm appointed to monitor the assets of
NNL and its Canadian affiliates under their Canadian
restructuring proceedings, supports the sale of the Packet Core
business to Hitachi.

In its 26th monitor report submitted to the Canadian Court, Ernst
& Young said that Hitachi's offer "constitutes fair
consideration" and "represents the best transaction" for the sale
of the business.

Judge Kevin Gross, the bankruptcy judge who oversees the Chapter
11 cases of NNI and its debtor affiliates, is also convinced that
Hitachi's offer is the highest and best offer received by NNI for
the Packet Core Assets.  "The purchase price constitutes fair
consideration and fair value for the purchased assets," Judge
Gross said in his 12-page order.

The Bankruptcy Court's ruling does not provide for the
assumption, assignment or rejection of the Nortel units'
agreements with Motorola Inc., Oracle USA Inc., SNMP Research
International Inc. and OSS Nokalva Inc.  These companies earlier
filed objections in the Bankruptcy Court, disapproving the
assignment of their respective contracts to the winning bidder.

Judge Gross overruled all other objections, including the
objection filed by a group of buyers of Nortel Networks
Corporation's securities.  The group asked for the establishment
of protocols for the protection of records and other documents
that may be transferred as part of the sale, which may be
relevant to the claims the group asserts in the securities class
action it filed against Nortel's former chief executive in a New
York district court.

In connection with the sale of assets to Hitachi, NNI sought and
obtained permission from the Bankruptcy Court to file under seal
a set of documents containing "sensitive commercial information"
about the business.  The documents include a disclosure schedule
containing a list of contracts, employee benefit plans and other
information.

                   About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHEAST BIOFUELS: Disclosure Statement Approved
-------------------------------------------------
The Bankruptcy Court has approved Northeast Biofuels LLP's
disclosure statement and has given creditors until Dec. 2 to vote
on the plan, Law360 reported.  The plan provides for very little
recovery for creditors.

NEB has received bankruptcy court approval for a sale of its
ethanol production facility in Oswego County, New York.  Sunoco
purchased the plant out of bankruptcy in an April 2009 auction for
$8.5 million, and the purchase was finalized June 15.

Northeast Biofuels, LP, is a limited partnership formed to
develop, own and operate an ethanol facility in Fulton, New York.
NEB is 100% owned by an intermediate holding company, NEB
Holdings, LP, which is in turn 85% owned by Permolex
International, L.P., and 15% by other project developers.

The Company and two of its affiliates filed for Chapter 11
protection on January 14, 2009 (Bankr. N.D. N.Y. Lead Case No. 09-
30057).  Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece,
P.C., represents the Debtors in their restructuring efforts.
Blank Rome LLP will serve as the Debtors' counsel.  The U.S.
Trustee for Region 2 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  Sara C. Bond, Esq., and Stephen
A. Donato, Esq., Bond, Schoeneck & King, PLLC, represent the
Committee.  When the Debtors filed for protection from their
creditors, they listed assets and debt between $100 million to
$500 million each.


NPS PHARMACEUTICALS: Posts Lower Q3 2009 Net Loss of $7,766,000
---------------------------------------------------------------
NPS Pharmaceuticals, Inc., reported lower net loss of $7,766,000
for the quarterly period ended September 30, 2009, from a net loss
of $11,359,000 for the same period a year ago.  The Company posted
lower net loss of $15,885,000 for the nine months ended September
30, 2009, from a net loss of $23,249,000 for the same period a
year ago.

The Company had total revenues of $20,119,000 for the quarterly
period ended September 30, 2009, from $26,075,000 for the same
period a year ago.  The Company had total revenues of $62,097,000
for the nine months ended September 30, 2009, from $78,214,000 for
the same period a year ago.

At September 30, 2009, the Company had $154,654,000 in total
assets, including $22,226,000 in cash and cash equivalents,
against $377,021,000 in total liabilities, resulting in
$222,367,000 in stockholders' deficit.

In a news statement, the Company said its cash, cash equivalents
and short- and long-term investments totaled $88.0 million at
September 30, 2009 versus $106.1 million at December 31, 2008.
The Company's net cash burn was $22.2 million for the nine months
ended September 30, 2009.  NPS is reducing its 2009 cash burn
guidance to a range of $43 million to $50 million, versus its
previous guidance of $55 million to $65 million.  The decrease in
the Company's 2009 cash burn from previous guidance is principally
due to (i) the shifting of certain expenses from 2009 to 2010,
(ii) improvements in working capital, and (iii) higher-than-
anticipated royalty revenue on REGPARA(R) (cinacalcet HCl).  The
Company's reported cash burn and cash burn guidance exclude
changes in the estimated fair value of the company's ARS
investments and proceeds from external financing activities.

"We continue to aggressively manage our cash burn," said Francois
Nader, M.D., president and chief executive officer of NPS
Pharmaceuticals.  "Additionally, we have made strong progress
advancing the STEPS study for teduglutide in short bowel syndrome
and continue to expect full enrollment by the end of next quarter.
We also held a pre-IND meeting with FDA to discuss a path forward
for developing teduglutide for chemotherapy-induced
gastrointestinal mucositis.

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?48d9

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48da

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.


NTK HOLDINGS: Proposes AlixPartners as Advisors
-----------------------------------------------
NTK Holdings Inc. and its units seek the Court's permission,
pursuant to Sections 327(a) of the Bankruptcy Code and Rule
2014(a) of the Federal Rules of Bankruptcy Procedure, to employ
AlixPartners, LLP, as restructuring advisors, nunc pro tunc to the
Petition Date.

As a result of the prepetition work performed on behalf of the
Debtors, AlixPartners acquired significant knowledge of the
Debtors and their businesses and is now familiar with the
Debtors' financial affairs, capital structure, operations, and
related matters.  Likewise, in providing prepetition services to
the Debtors, AlixPartners' professionals have worked closely with
the Debtors' management and their other advisors.  The Debtors
and AlixPartners inked a prepetition engagement letter, dated
July 23, 2009.

As restructuring advisors, AlixPartners will render restructuring
advisory services, including:

  (a) coordinating and providing administrative support for the
      Debtors' prepackaged Chapter 11 bankruptcy proceeding;

  (b) assisting the Debtors with the preparation of reports
      required by the Court including but not limited to the 13-
      week rolling cash forecast, as well as providing
      assistance in those areas as testimony before the Court on
      matters that are within AlixPartners' areas of expertise
      as necessary;

  (c) assisting the Debtors with other matters as may be
      requested that fall within AlixPartners' expertise and
      that are mutually agreeable;

  (d) assisting the Debtors in negotiations with stakeholders
      and their representatives as requested; and

  (e) assisting the Debtors in communication or negotiations
      with outside constituents including the banks and their
      advisors as requested.

The Engagement Letter contains standard indemnification language
with respect to AlixPartners' services including an agreement by
the Debtors to indemnify AlixPartners, its affiliates, and
employees against all claims and liabilities arising out of or in
connection with the engagement of AlixPartners that is the
subject of the Engagement Letter.  The Debtors also ask the Court
approve the indemnification provisions as set forth in the
Engagement Letter.

AlixPartners says it may augment its professional staff, if it is
desirable, with independent contractors.  AlixPartners, however,
says it does not currently intend to use Independent Contractors
in the Chapter 11 proceeding.

The Debtors will pay and reimburse AlixPartners for fees and out-
of-pocket expenses it incurred while rendering the services in
the Debtors' Chapter 11 cases.

The customary hourly rates charged by AlixPartners professionals
anticipated to be assigned to the Cases are:

  Professionals                   Hourly Rate
  -------------                   -----------
  Managing Directors              $685 - 995
  Directors                       $510 - 685
  Vice Presidents                 $395 - 505
  Associates                      $260 - 365
  Administration / Analysts       $235 - 260
  Paraprofessionals               $180 - 200

AlixPartners typically works for compensation that includes base
fee and contingent incentive compensation earned upon achieving
meaningful results.  AlixPartners, however, is not seeking
contingent incentive compensation in the Cases.

The Debtors do not owe AlixPartners any amount for services
performed or expenses incurred prior to the Petition Date; thus,
AlixPartners is not a prepetition creditor of the Debtors.
However, according to the books and records of AlixPartners,
during the 90 days prior to commencement of the Chapter 11 cases,
AlixPartners received $581,774 for professional services
performed and expenses incurred.  In addition, AlixPartners
estimated fees for the period immediately prior to the Petition
Date in the amount of $50,000.  AlixPartners applied an advance
retainer of $100,000 received on July 27, 2009 to the estimated
fees leaving a balance of $50,000.

Robert Dangremond, managing director of AlixPartners, LLP, tells
the Court that AlixPartners (i) has no connection with the
Debtors, their creditors, or other parties in interest in this
case, that would adversely affect the firm's disinterestedness,
(ii) does not hold any interest adverse to the Debtors' estates,
and (iii) is a "disinterested person" as defined by section
101(14) of the Bankruptcy Code.

AlixPartners, LLP, is located at 40 West 57th Street, in New
York, and can be reached at telephone no. (212) 490-2500.

A full-text copy of the Engagement Letter is available for free
at http://bankrupt.com/misc/NTK_AlixPartnersEngagementLetter.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 Ernst & Young as Tax Advisor
---------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure
and Local Rule 2014-1, NTK Holdings Inc. and its units seek the
Court's permission to employ Ernst & Young LLP as Nortek, Inc.'s
auditor and tax advisor in connection with the Debtors' chapter 11
cases, nunc pro tunc to the Petition Date, pursuant to certain
Engagement Letters.

The Engagement Letters consist of: (a) an Audit engagement
letter, dated October 19, 2009; (b) a Master Tax Services
Agreement, dated October 19, 2009; (c) a Routine On-Call Advisory
Services Statement of Work, dated October 19, 2009; and (d) a
Chapter 11 Tax Advisory Services Statement of Work, dated
October 19, 2009.

During the Chapter 11 cases, E&Y will provide these audit and tax
compliance services to Nortek, Inc., in accordance with the terms
of the Engagement Letters:

  (a) Audit

      * Audit and report on the consolidated financial
        statements of the Company for the year ended
        December 31, 2009; and

      * Review the Company's unaudited interim financial
        information before the Company files its Form 10-Qs.

  (b) Routine On-Call Advisory Tax Services

      * Routine tax advice and assistance concerning issues as
        requested by the Company when the projects are not
        covered by a separate statement of work and do not
        involve any significant tax planning or projects.  The
        projects may include assistance with tax issues,
        assistance with transaction issues, or assisting the
        Company in connection with its dealings with tax
        authorities.

  (c) Chapter 11 Tax Advisory Services

      * Develop an understanding of the tax issues and options
        related to the Company's bankruptcy filing;

      * Assist the Company in developing an understanding of the
        tax implications of its bankruptcy restructuring
        alternatives and post-bankruptcy operations, including
        research and analysis of the Internal Revenue Code,
        Treasury regulations, case law and other relevant U.S.
        federal, state and non-U.S. tax authorities, as
        applicable;

      * As required, assist and advise in securing rulings from
        the Internal Revenue Service or applicable state and
        local, or non-U.S. tax authorities;

      * Understand the reorganization or restructuring
        alternatives the Company is evaluating with its existing
        bondholders and other creditors that may result in a
        change in the equity, capitalization or ownership of the
        shares of the Company or its assets;

      * Prepare calculations related to historic changes in the
        ownership of the Company's stock, including a
        determination if the shifts in stock ownership may have
        caused an ownership change that will restrict the use of
        tax attributes and the amount of any limitations;

      * Provide advice with respect to availability, limitations
        and preservation of tax attributes like net operating
        losses, tax credits, stock and asset basis as a result
        of the application of the federal and state cancellation
        of indebtedness provisions, including the preparation of
        calculations to determine the amount of tax attribute
        reduction related to debt cancellation;

      * Provide advice with respect to tax analysis and research
        related to tax efficient domestic restructurings,
        possible international or non-U.S. restructurings,
        including assistance regarding stock based computations,
        local country income and non-income tax consequences and
        formulating tax basis of assets and tax basis of
        subsidiary balance sheets for purposes of evaluating
        transactions;

      * Analyze historic tax returns, tax positions, and Company
        records for the application of relevant consolidated tax
        return rules;

      * Analyze the federal, state and local tax treatment
        governing the timing and deductibility of expenses
        incurred before and during the bankruptcy period;

      * Analyze the federal, state, local and foreign tax
        consequences of internal restructurings and the
        rationalization of inter-company accounts;

      * Analyze the federal, state, local and foreign tax
        consequences of material bad debt and worthless stock
        deductions, including tax return disclosure and
        presentation;

      * Analyze the federal, state, local and foreign tax
        consequences of material changes or additions to
        employee benefit plans;

      * Provide advice with respect to any material tax issues
        arising in the ordinary course of business while in
        bankruptcy, including to assistance with the IRS or
        state and local tax examinations, sales and use taxes,
        property taxes, state and local franchise taxes and
        employment taxes;

      * Provide advice concerning the tax aspects with respect
        to the validity and amount of material bankruptcy tax
        claims and assessments, including, but not limited to
        income taxes, franchise taxes, sales taxes, use taxes,
        employment taxes and property taxes;

      * Provide advice with respect to securing tax refunds,
        including but not limited to income taxes, franchise
        taxes, sales taxes, use taxes, employment taxes and
        property taxes; and

      * Document, as appropriate or necessary, of tax analysis,
        opinions, recommendations, conclusions and
        correspondence for any proposed restructuring
        alternative, bankruptcy tax issue, or other tax matter.

The Debtors will pay and reimburse E&Y for fees and out-of-pocket
expenses it incurred while rendering the services in the Debtors'
Chapter 11 cases.

E&Y LLP will charge Nortek for the Services rendered in the
Chapter 11 cases based on these hourly rates for services:

  (a) Audit Services

      National/Senior Partners         $700 - $750
      Principals/Partners/Directors    $475 - $525
      Senior Managers                  $375 - $475
      Managers                         $300 - $375
      Seniors                          $225 - $300
      Staff                            $150 - $225

  (b) Tax Services

      Principals/Partners              $700 - $800
      Executive Directors              $650 - $750
      Senior Managers                  $625 - $725
      Managers                         $600 - $650
      Seniors                          $350 - $425
      Staff                            $150 - $200

As of the Petition Date, the Debtors owed E&Y approximately
$30,000 for services provided prior to the Petition Date.  Upon
approval of E&Y's Application, E&Y will waive its right to
receive any fees incurred on the Debtors' behalf prior to the
Petition Date only.

During the 90 days immediately preceding the Petition Date, the
Company paid to E&Y a total of $1,370,215, $400,000 of which
constituted initial advancements of funds to retainer accounts
held by E&Y, and another $382,500 of which constituted payments
made to replenish the Retainers after E&Y drew from those
Retainers to compensate for prepetition services that were
provided to the Company after the Retainers were funded.

As of the Petition Date, the balance of the Retainers was
$180,000, which Retainers will be applied by E&Y in payment of
compensation and reimbursement of expenses incurred postpetition,
subject to the procedures established by the Court.

Joseph X. Bruno, a partner of Ernst & Young LLP, discloses that
certain entities that are parties-in-interest in the Chapter 11
cases, including Barclays Bank; PNC Bank, N.A.; Wachovia Bank
N.A.; and Wells Fargo Bank, N.A., are lenders participating in
E&Y LLP's Revolving Credit Program.  In addition, Travelers
Insurance Company, Fidelity & Deposit Company of Maryland, and
Westchester Fire Insurance Company, provide services to, are
lenders to, or otherwise has relationships with, E&Y LLP.

Mr. Bruno however assures the Court that his firm (a) is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, (b) does not hold or represent an interest
adverse to the Debtors' estates, and (c) has no connection to the
Debtors, their creditors, or their related parties.

Ernst & Young LLP has an office at 40 Westminster St., in
Providence, Rhode Island.  The office can be reach at telephone
no. (401) 457-3700.

Full-text copies of the Engagement Letters is available for free
at http://bankrupt.com/misc/NTK_E&YEngagementLetters.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 Employ Ordinary Course Professionals
--------------------------------------------------------------
NTK Holdings Inc. and its units seek the Court's authority to
employ and compensate professionals that they employ in the
ordinary course of business effective as of the Petition Date,
without the (i) submission of separate employment applications or
(ii) issuance of separate retention orders for each individual
professional.

A list of the Debtors' current OCPs is available for free
at http://bankrupt.com/misc/NTK_OCPList1030.pdf

The Debtors seek the continued employment of the OCPs to render a
wide variety of professional services to their estates in the
same manner and for the same purposes as the Ordinary Course
Professionals were retained before the Petition Date.

In the past, these professionals have provided professional
services relating to various litigation, regulatory, general
corporate counseling, intellectual property, tax and accounting
issues as well as other services relating to issues that have a
direct and significant impact on the Debtors' day-to-day
operations.  To avoid disruption of the Debtors' normal business
operations, it is essential that the Debtors be permitted to
continue to employ these Ordinary Course Professionals, many of
whom already are familiar with the Debtors' businesses and
financial affairs, Gary T. Holtzer, Esq., at Weil, Gotshal &
Manges LLP, in New York, asserts.

The Debtors propose that they be permitted to pay each OCP,
without a prior application to the Court, 100% of the fees and
disbursements incurred, upon the submission to, and approval by,
the Debtors of an appropriate invoice setting forth in reasonable
detail the nature of the services rendered and disbursements
actually incurred; provided, however, that these Fee Limits apply
to:

  (a) Ordinary Course Professionals other than Reinhart Boerner
      Van Deuren S.C., Hogan & Hartson LLP, and Caturano and
      Company, P.C.

       (i) In the aggregate, fees and disbursements to an
           Ordinary Course Professional, other than the Excluded
           Ordinary Course Professionals, will not exceed a
           total of $35,000 per month on a "rolling basis."

      (ii) Paying fees on a "rolling basis" would mean that an
           Ordinary Course Professional, other than the Excluded
           Ordinary Course Professionals, whose fees and
           disbursements were less than $35,000 in any month
           would be eligible to apply the difference between
           $35,000 and the amount billed in that month to any
           subsequent month in which fees and disbursements
           exceed $35,000; provided, however, that the payment
           to any OCP in any subsequent month will not exceed
           $45,000; and

  (b) Excluded Ordinary Course Professionals -- In the
      aggregate, fees and disbursements to an Excluded Ordinary
      Course Professional will not exceed a total of $60,000 per
      month.

In the event that an OCP seeks compensation in excess of the
applicable Fee Limit, the OCP, together with the Debtors, will
submit a statement setting forth the additional compensation
sought to (i) the U.S. Trustee and (ii) counsel for the Ad Hoc
Committee, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young
Conaway Stargatt & Taylor, LLP.  The Reviewing Parties will have
15 days following the date of the Fee Statement to notify the
Debtors' counsel of any objection to payment to the OCP in excess
of the applicable Fee Limit.

Service of any objection must be made upon (i) the Debtors'
attorneys, (ii) the U.S. Trustee; and (iii) the Ordinary Course
Professional, so that any objection is received by the Fee
Statement Objection Deadline.

If no timely objection is received, the Debtors seek authority to
pay those amounts set forth in the Fee Statement.  If a timely
objection is received, the Debtors will not pay the amounts set
forth in the Fee Statement without Court approval, and the OCP
will be required to file a fee application for the full amount of
its fees and disbursements for that month.

Within 30 days after the later of (i) the entry of the Proposed
Order granting the request and (ii) the date on which each
retained OCP commences services for the Debtors, each OCP will
provide to the Debtors' attorneys: (a) an affidavit, certifying
that the professional does not represent or hold any interest
adverse to the Debtors or their estates with respect to the
matter on which the professional is to be employed; and (b) a
completed retention questionnaire.  The Reviewing Parties will
have 15 days following the date of service to notify Debtors'
counsel of any objection to the retention based on the contents
of the Ordinary Course Professional Affidavit and the Retention
Questionnaire.

If no objection is filed and served before the Retention
Objection Deadline, the retention, employment, and compensation
of the OCP will be deemed approved without further order from the
Court.  The OCP may be paid 100% of fees and 100% of expenses
incurred, without the need to file a fee application, based upon
the submission of the invoice.

The Debtors reserve their right to supplement the list of
Ordinary Course Professionals from time to time, as needed.

Mr. Holtzer argues that the request will save the estates the
substantial expenses associated with applying separately for the
employment of each Ordinary Course Professional.  Further, the
request will avoid the incurrence of additional fees relating to
the preparation and prosecution of fee applications for each
Ordinary Course Professional.  Likewise, the fee procedures will
relieve the Court, the Office of the United States Trustee for
the District of Delaware and any committees appointed in the
Cases of the burden of reviewing numerous fee applications
involving relatively small amounts of fees and expenses.

                        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).


P&R REALTY: Chapter 11 Case Summary & Unsecured Creditor
--------------------------------------------------------
Debtor: P&R Realty, Inc.
        286 Beverly Drive NE
        Concord, NC 28025

Bankruptcy Case No.: 09-52276

Chapter 11 Petition Date: November 6, 2009

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: Bankruptcy Judge William L. Stocks

Debtor's Counsel: Brian Hayes, Esq.
                  P.O. Box 444
                  Concord, NC 28026-0444
                  Tel: (704) 788-3211
                  Email: bphafd@fspa.net

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

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

According to the schedules, the Company has assets of $1,055,000
and total debts of $626,847.

The Debtor identified William Mills/Kimberly Herrick with attorney
fees debt claim for $5,000 as its largest unsecured creditor. A
full-text copy of the Debtor's petition, including a list of its
largest unsecured creditor, is available for free at:

            http://bankrupt.com/misc/ncmb09-52276.pdf

The petition was signed by Neva Jo Roberts, president of the
Company.


PACIFIC RESOURCES: Gets Three Bids for Abandoned Alaska Assets
--------------------------------------------------------------
Lawyers for Pacific Energy Resources Ltd. said the company had
received three "qualifying bids," including the one from Cook
Inlet Energy, Petroleum News, citing a November 4 legal notice.

The report says the second bid came from Stellar Energy LLC and
the third one came from Ramshorn, which both objected to the
proposed asset sale to Cook Inlet.  The report relates that
Stellar was willing to pay $1.25 million, and Ramshorn was also
willing to pay $1.5 million for the assets.

According to the report, Miller Petroleum Inc. of Tennessee said
it might end up with the.  Miller Petroleum said that if Cook
Inlet succeeded in acquiring the properties out of the bankruptcy
court, Miller Petroleum would in turn buy them from Cook Inlet for
$875,000.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com/-- engages in the acquisition
and development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC, as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed between $100 million and
$500 million each in assets and debts.


PEAK FLOW OPERATING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Peak Flow Operating & Drilling, LP
        15455 Dallas Parkway, Suite 600
        Addison, TX 75001

Bankruptcy Case No.: 09-37668

Chapter 11 Petition Date: November 7, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Richard G. Grant, Esq.
                  Roberts & Grant, PC
                  7018 Primrose Lane
                  Colleyville, TX 76034
                  Tel: (214) 210-2929
                  Fax: (214) 224-0198
                  Email: rgrant@robertsandgrant.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 Garry B. Smith.


PEOPLE AGAINST DRUGS': Court Confirms Modified 3rd Amended Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
Dallas Divison confirmed on October 14, 2009, People Against
Drugs' Affordable Public Housing Agency's modified third amended
plan of reorganization dated October 6, 2009.

The Debtor filed the modified third amended plan of reorganization
in order to resolve the confirmation objections of the Debtor's
creditors.  Impaired classes under 3, 4, 6, 7, and 8 all voted to
accept the Plan.

Milo H. Segner, Jr. was appointed Liquidating Trustee and will
report to the Reorganized Debtor's board.  Mr. Segner will be
compensated as a Chapter 7 trustee pursuant to Section 326 of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on June 22, 2009, the
Bankruptcy Court approved on June 5, 2009, the disclosure
statement with respect to the Debtor's 2nd amended plan of
reorganization, dated June 4, 2009.

Pursuant to the Plan, Country Creek Apartments will be sold
pursuant to Section 363 of the Bankruptcy Code free and clear of
all liens, claims and encumbrances to the Texas nonprofit
organization, Texas Educational Opportunity Fund (NewCo).

The Class 3 claim of Nexbank will be treated as a fully secured
claim in the amount of $359,417.78.  NexBank's allowed claim will
be paid in full by (a) the payment in full of any rents received
by the rental or lease of the real property securing the NexBank
allowed claim and (b) payment of funds received upon the close of
the sale of the encumbered North Carolina property.

The Class 4 claim claim of Wells Fargo will be deemed allowed and
treated as a fully secured claim in the approximate amount of
$11,011,542.  Wells Fargo's allowed claim will be paid in
full as provided in the prepetition loan douments between the
Debtor and Wells Fargo, with certain modifications.

General unsecured claims under Class 8 will be paid their pro rata
share of: 1) the net proceeds of the sale of the North Carolina
property following payment of customary closing costs, sales
expenses and payment of NexBank in full; 2) payment from any tax
refunds that the Debtor receives, including any refunds from State
sales taxing authorities; and 3) any recovery from the resolution,
by settlement or otherwise, of the Causes of Actions.  The Debtor
said it is working with a professional to estimate the possible
recovery on account of sales tax refunds; however, it says that at
this time, it is unable to estimate the amount of said returns.

A full-text copy of the Debtor's modified third amended plan is
available at no cost at http://researcharchives.com/t/s?48ee

                    About People Against Drugs

Garland, Texas-based People Against Drugs Affordable Public
Housing Agency -- http://www.peopleagainstdrugs.org/-- is a
nonprofit charitable corporation which was formed in 1991, and
acquired a certificate of authority to do business in Texas in
1992.  The Debtor owns an apartment complex, Country Creek
Apartments, located in Garland, Texas.  Country Creek has 296
apartment units and offers sliding scale rents depending on the
tenant's income.  County Creek Apartments are managed by Pace
Realty Corporation.

Until February 2009, the Company offered transitional housing for
individuals in recovery from addictions, also providing them with
the transportation needed to work, buy medification and foods, and
attend important appointments that would enable them to start
rebuilding their lives.  The funds for these operations were
derived from the profit realized upon the operation of Country
Creek Apartments.

The Company filed for Chapter 11 protection on September 17, 2008
(Bankr. N.D. Tex. Case No. 08-34696).  Christina Walton
Stephenson, Esq., Gerrit M. Pronske, Esq., Rakhee V. Patel,
Esq., and Vickie L. Driver, Esq., at Pronske & Patel, P.C.,
represent the Debtor as counsel.  In its schedules, the Debtor
listed total assets of $12,516,289 and total debts of $12,615,708.


PHILIP SPENCER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Philip A. Spencer
        832 St. Rte 1018
        Dayton, PA 16222

Bankruptcy Case No.: 09-28284

Chapter 11 Petition Date: November 6, 2009

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

Debtor's Counsel: James R. Walsh, Esq.
                  Spence Custer Saylor Wolfe & Rose
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: (814) 536-0735
                  Fax: (814) 539-1423
                  Email: jwalsh@spencecuster.com

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

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

A full-text copy of Mr. Spencer's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/pawb09-28284.pdf

The petition was signed by Mr. Spencer.


PRECISION DRILLING: S&P Gives Stable Outlook, Affirms 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Precision Drilling Trust to stable from negative.  At the same
time, Standard & Poor's affirmed its 'BB' long-term corporate
credit rating on the trust.

Standard & Poor's also assigned its 'BB' debt rating and its '3'
recovery rating to subsidiary Precision Drilling Corp.'s
C$175 million 10% senior unsecured debt.  The '3' recovery rating
indicates an expectation of average (50%-70%) recovery in the
event of default.

S&P also affirmed its 'BBB-' issue-level rating on PDC's
US$336 million term loan A, US$464 million term loan B, and
US$260 million secured revolving credit facility.  The recovery
rating on the facilities is unchanged at '1', indicating S&P's
expectation of very high (90%-100%) recovery in the event of
default.

Finally, S&P withdrew its ratings on Grey Wolf Inc., which the
trust acquired in December 2008.

"S&P's outlook revision follows the trust's successful efforts to
strengthen its balance sheet by both reducing debt and increasing
its equity base," said Standard & Poor's credit analyst Michelle
Dathorne.  "In addition, Precision's ability to adjust its cost
basis at cyclical troughs and maintain fairly stable profit
margins remains a positive credit factor.  Despite the dramatic
reduction in consolidated revenues and cash flows, the trust's
EBITDA margins remain fairly strong, in S&P's opinion," Ms.
Dathorne added.

In S&P's view, the ratings on Precision reflect the diminished
cash flow generation profile associated with the current weak
outlook for natural gas exploration and production, the financial
policy constraints inherent in the income trust structure, and the
trust's levered pro forma capital structure.  Offsetting these
factors, which hamper the trust's overall credit profile, are its
good cost management, the size and expanded geographic
diversification of its drilling and service rig fleet, and the
large number of rigs with deep drilling capabilities in the U.S.
and Western Canadian Sedimentary Basin markets.

Precision is headquartered in Calgary, Alta., and operates in
Canada's principal oil and gas basin, the WCSB.  The trust also
has land rigs positioned in several high-growth markets in the
U.S. With 390 drilling, 229 service, and 29 snubbing rigs, it now
has one of North America's largest land drilling rig fleets.

The stable outlook reflects Standard & Poor's expectations that
Precision will meet its capital spending and financial obligations
during S&P's 12-month forecast period without compromising its
financial risk profile.  The ratings and outlook incorporate a pro
forma capital structure based on the trust's actual Sept. 30,
2009, capital structure, with adjustments for 2010 operating
performance.  Despite the oilfield services downturn, which S&P
expects will continue to affect operating performance in 2010, S&P
believes Precision should be able to maintain a fairly stable to
moderately improved financial risk profile.  If the trust is able
to improve its leverage and cash flow protection measures further,
increasing funds from operations-to-debt to at least 40% and debt-
to-EBITDA of 2.0x or less, a positive rating action could occur.
As Standard & Poor's believes there is limited potential for
further industry deterioration, a negative rating action during
S&P's forecast period appears unlikely.


QUEST RESOURCE: Swings to $16,724,000 Net Loss for Q3 2009
----------------------------------------------------------
Quest Resource Corporation swung to a net loss of $16,724,000 for
the three months ended September 30, 2009, from net income of
$154,356,000 for the same period a year ago.  Quest Resource
posted a net loss of $126,294,000 for the three months ended
September 30, 2009, from net income of $14,881,000 for the same
period a year ago.

The Company booked total revenues of $23,962,000 for the three
months ended September 30, 2009, from $57,043,000 for the same
period a year ago.  The Company booked total revenues of
$77,733,000 for the nine months ended September 30, 2009, from
$158,550,000.

At September 30, 2009, the Company had $459,572,000 in total
assets against total current liabilities of $69,894,000, long-term
derivative financial instrument liabilities of $5,294,000, asset
retirement obligations of $6,346,000 and notes payable of
$302,535,000.  At September 30, 2009, the Company had accumulated
deficit of $383,423,000, total stockholders' deficit before non-
controlling interests of $84,263,000, non-controlling interests of
$159,766,000 and total equity of $75,503,000.

                           Going Concern

The Company has incurred significant losses from 2003 through 2008
and into 2009, mainly attributable to operations, legal
restructurings, financings, the current legal and operational
structure and, to a lesser degree, the cash expenditures resulting
from the investigation related to certain unauthorized transfers,
repayments and re-transfers of funds to entities controlled by its
former chief executive officer.  The Company has determined that
there is substantial doubt about its ability to continue as a
going concern.

QRCP is almost exclusively dependent upon distributions from its
partnership interests in Quest Energy Partners, L.P., and Quest
Midstream Partners, L.P. for cash flow.  Quest Midstream has not
paid any distributions on any of its units since the second
quarter of 2008, and Quest Energy suspended its distributions on
its subordinated units starting with the third quarter of 2008 and
all units starting with the fourth quarter of 2008.

QRCP does not expect to receive any distributions from Quest
Energy or Quest Midstream for the remainder of 2009 and is unable
to estimate at this time when such distributions may be resumed.

Although QRCP is not currently receiving distributions from Quest
Energy or Quest Midstream, it continues to require cash to fund
general and administrative expenses, debt service requirements,
capital expenditures to develop and maintain its undeveloped
acreage, drilling commitments and payments to landowners necessary
to maintain its oil and gas leases.

                           Recombination

Given the liquidity challenges facing the Company, Quest Midstream
and Quest Energy, each entity has undertaken a strategic review of
its assets and has evaluated and continues to evaluate
transactions to dispose of assets to raise additional funds for
operations or to repay indebtedness.  On July 2, 2009, QRCP, Quest
Midstream, Quest Energy and other parties thereto entered into an
Agreement and Plan of Merger pursuant to which, following a series
of mergers and an entity conversion, QRCP, Quest Energy and the
successor to Quest Midstream will become wholly-owned subsidiaries
of PostRock Energy Corporation, a new, publicly traded
corporation.  On October 2, 2009, the Merger Agreement was amended
to, among other things, reflect certain technical changes as the
result of an internal restructuring.  On October 6, 2009, PostRock
filed with the SEC a registration statement on Form S-4, which
included a joint proxy statement/prospectus, relating to the
Recombination.

"While we are working toward the completion of the Recombination
before the end of 2009, it remains subject to the satisfaction of
a number of conditions, including, among others, the arrangement
of one or more satisfactory credit facilities for PostRock and its
subsidiaries, the approval of the transaction by our stockholders
and the unitholders of QELP and QMLP, and consents from each
entity's existing lenders.  There can be no assurance that these
conditions will be met or that the Recombination will occur," the
Company said.

Upon completion of the Recombination, the equity of PostRock would
be owned approximately 44% by current QMLP common unit holders,
approximately 33% by current QELP common unit holders (other than
QRCP), and approximately 23% by current QRCP stockholders.

                    Cash and Capital Resources

On September 11, 2009, QRCP amended and restated its credit
agreement to add an additional $8 million revolving credit
facility, which will be used to finance QRCP's drilling program in
the Appalachian Basin, general and administrative expenses,
working capital and other corporate expenses.  Management believes
that the new revolving credit facility will provide QRCP with
sufficient liquidity to satisfy its obligations, including general
and administrative expenses, capital expenditures and debt service
requirements through June 30, 2010.

The total amount due on July 11, 2010, by QRCP under its credit
agreement is estimated to be approximately $21 million.  As a
result, QRCP will need to raise a significant amount of equity
capital during the first half of 2010 to pay this amount and
further fund its drilling program.  QRCP (or PostRock if the
Recombination is completed) may not be able to raise a sufficient
amount of equity capital for these purposes at the appropriate
time due to market conditions or its financial condition and
prospects or may have to issue shares at a significant discount to
the market price.

The Company, through its subsidiaries Quest Energy and Quest
Cherokee LLC, is party to a Second Lien Senior Term Loan Agreement
originally due and maturing on September 30, 2009.

"We have obtained amendments to extend the maturity date of the
loan through November 16, 2009.  While we are currently
negotiating further extensions to this loan, there can be no
assurance that such negotiations will be successful or that we
will be able to repay amounts due under the Second Lien Senior
Term Loan Agreement in accordance with the terms of the
agreement," the Company said.

                             RBC Loan

QRCP and Royal Bank of Canada were parties to an Amended and
Restated Credit Agreement, as amended, dated as of July 11, 2008,
for a $35 million term loan, due and maturing on July 11, 2010.

QRCP entered into a Second Amended and Restated Credit Agreement
with RBC on September 11, 2009.  The Credit Agreement contemplates
the Recombination and provides that the closing of the
Recombination will not be an event of default.  No additional
amendments to the Credit Agreement are contemplated prior to the
closing of the Recombination or in connection therewith.

The Credit Agreement includes a term loan with a current
outstanding principal balance of $28.3 million and an $8 million
revolving line of credit.  In addition, there are also four
promissory notes that have been issued under the Credit Agreement:
an $862,786 interest deferral note dated June 30, 2009
(representing outstanding due and unpaid interest on the term
loan), a $924,332 interest deferral note dated September 30, 2009
(representing outstanding due and unpaid interest on the term
loan), a $282,500 payment-in-kind note dated May 29, 2009
(representing a 1% amendment fee payable by QRCP in connection
with the fourth amendment to the Original Credit Agreement), and a
second $25,000 payment-in-kind note dated June 30, 2009
(representing an amendment fee payable by QRCP in connection with
the fifth amendment to the Original Credit Agreement).

Quarterly principal payments of $1.5 million on the term loan due
September 30, 2009, December 31, 2009, March 31, 2010 and June 30,
2010 will be deferred until July 11, 2010, at which time all $6
million will be due.  Thereafter, QRCP will be required to make a
principal repayment of $1.5 million at the end of each calendar
quarter until maturity.

The maturity date of the term loan is January 11, 2012.  The
maturity date of the revolving line of credit, the interest
deferral notes and the two payment-in-kind notes is July 11, 2010.
The revolving line of credit, term loan, the two interest deferral
notes and the two payment-in-kind notes may be prepaid at any time
without any premium or penalty.  On July 11, 2010, the total
amount due by QRCP under the Credit Agreement (assuming the
facility fee reduction conditions are all satisfied on that date)
would be approximately $21 million.

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?48de

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net/, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.


RAINIER PACIFIC: Receives Non-Compliance Notice From NASDAQ
-----------------------------------------------------------
Rainier Pacific Financial Group, Inc., on November 5 received
notice from the Nasdaq Stock Market stating that the minimum bid
price of the Company's common stock was below $1.00 per share for
30 consecutive business days and that the Company was therefore
not in compliance with Marketplace Rule 5450(a)(1).

The notification letter states that the Company has until May 5,
2010 to regain compliance with the minimum closing bid price
requirement.  To regain compliance, the closing bid price of the
Company's common stock must meet or exceed $1.00 per share for at
least ten consecutive business days.  Nasdaq may, in its
discretion, require the Company's common stock to maintain a bid
price of at least $1.00 per share for a period in excess of ten
consecutive business days, but generally no more than 20
consecutive days, before determining that the Company has
demonstrated an ability to maintain long-term compliance.

If the Company does not regain compliance by May 5, 2010, Nasdaq
will provide written notification to the Company that the
Company's common stock will be delisted.  At that time, the
Company may appeal Nasdaq's delisting determination to a Nasdaq
Listing Qualifications Panel.  Alternately, the Company could
apply to transfer its common stock to The NASDAQ Capital Market
prior to that date if it satisfies all of the requirements, other
than the minimum bid price requirement, for initial listing on The
NASDAQ Capital Market set forth in Marketplace Rule 5505.  If the
Company were to elect to apply for such transfer and if it
satisfies the applicable requirements and its application is
approved, the Company would have an additional 180 days to regain
compliance with the minimum bid price rule while listed on The
NASDAQ Capital Market.

Rainier Pacific Financial Group, Inc. --
http://www.rainierpac.com/--  is the bank holding company for
Rainier Pacific Bank, a Tacoma, Washington-based state-chartered
savings bank operating 14 full-service locations in the Tacoma-
Pierce County and City of Federal Way market areas.


READER'S DIGEST: Reveals New Global Marketing Organization
----------------------------------------------------------
The Reader's Digest Association, Inc., disclosed a new Global
Marketing organization as part of RDA's initiative to accelerate
its business transformation as it prepares to emerge from pre-
arranged Chapter 11 bankruptcy protection early in 2010.  The
announcement was made by Amy J. Radin, Senior Vice President and
Global Chief Marketing Officer.

Among a number of assignments in a global realignment of the
marketing function, Radin announced four key appointments to the
new Global Marketing team, which bring together under one banner
the Consumer Marketing and digital teams:

    --  Lisa Karpinski, Chief Marketing Officer, RDA Milwaukee,
        becomes U.S. Chief Marketing Officer, responsible for
        U.S. marketing and promotion.  Karpinski will help
        translate affinity and brand objectives into marketing
        strategies, promotion, and innovation across all direct
        marketing channels.  All of the U.S. magazines, books,
        music and Weekly Reader marketing team members will
        report to Karpinski and her Milwaukee-based team.

    --  Cara Schlanger, Vice President, Global Consumer
        Marketing/Magazines, will move to a new role as
        Vice President, International Marketing and Promotion,
        unifying all marketing and promotion efforts focused on
        International businesses.  Schlanger will be responsible
        for promoting smart practices including multi-channel
        marketing and promotion, enhanced use of RDA's
        database assets, and adoption of effective digital
        marketing and development practices.
    --  Kate Gutman, most recently Vice President of Digital
        Business Development and Operations at Rodale, joins
        RDA as Vice President, Digital Revenue, succeeding
        Jonathan Hills, who earlier became General Manager,
        readersdigest.com.  Ms. Gutman will be responsible
        for helping to accelerate digital revenue growth
        globally, including providing leadership on RDA's
        content syndication strategy, advancing
        the New Global Web Platform (a Web platform that is
        providing Web capabilities to RDA's businesses
        worldwide), and contributing to the company's
        e-commerce strategy.

    --  Rob Hilliard, Vice President, Digital Operations,
        assumes expanded responsibilities as Vice President,
        Global Data Sciences and Solutions, bringing together
        U.S. and International database activities.

"Global Marketing is dedicated to achieving growth through
marketing leadership and innovation," Mr. Radin said.  "We are
committed to supporting the company's goals to grow business
through all channels, especially accelerating our transformation
from a direct mail-driven business to a multi-channel direct
marketing-driven business.  We will measure progress against our
ability to establish, retain and build deep, profitable and
enduring relationships with our customers worldwide. We will
continue to align with the strategies and goals of each of the
businesses, and will emphasize developing opportunities for the
talent within our organization."


RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world. The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded websites
generating 22 million unique visitors per month, and sells
approximately 40 million books, music and video products across
the world each year. Global headquarters are in Pleasantville, New
York.

                     About Reader's Digest

Headquartered in Pleasantville, New York, The Reader's Digest
Association, Inc, -- http://www.rda.com-- is a global publisher
and direct marketer of products including magazines, books,
recorded music collections and home videos.  Products include
Readers Digest magazine, which is published in 50 editions and
21 languages.  Annual revenues approximate US$2.4 billion.

The company has offices in Australia, Hong Kong, Malaysia,
Taiwan, Philippines and Singapore.


READER'S DIGEST: Files First Amended Reorganization Plan
--------------------------------------------------------
The Reader's Digest Association, Inc., and its debtor affiliates
delivered to Judge Robert Drain of the U.S. Bankruptcy Court for
the Southern District of New York their First Amended Joint Plan
of Reorganization on November 3, 2009, and a Disclosure Statement
for that Plan on November 2.

The First Amended Plan, among other things, modifies the proposed
rights offering and subscription process, and adds sections on
pension obligations of certain foreign affiliates and the
preservation of certain rights of action.

As provided in the original Plan, the consummation of the
financial restructurings contemplated by the Plan will
significantly de-lever the Debtors' capital structure, leaving the
Reorganized Debtors with approximately $555 million in funded
debt.  With a sustainable capital structure aligned with the
Debtors' revised Business Plan, the Reorganized Debtors will be
better positioned to compete more effectively in the competitive
media and marketing industries.

The First Amended Plan provides that as a result of the proposed
restructuring transactions, the Debtors will reduce their annual
interest carrying costs by approximately $63 million.  Because
borrowings under the Exit Credit Agreement and Second Priority
Term Loan may be paid down at any time, the Debtors will be able
to take advantage of potential refinancing opportunities, which
are likely to be more available as a result of the improved
capital structure.

As a result of the restructuring transactions contemplated by the
Plan, the Debtors' senior secured lenders under the Prepetition
Credit Agreement will own substantially all the New Common Stock
in Reorganized Holdings, subject to dilution by shares of the New
Common Stock issued in connection with:

  (a) Management Equity Plan.  The Plan provides that the New
      Board will grant equity awards in the form of restricted
      stock, options or warrants for 7.5% of the New Common
      Stock, on a fully diluted basis, to continuing employees
      and directors of the Reorganized Debtors, provided that
      the equity grants will not include more than 2.5% in the
      form of restricted New Common Stock; and

  (b) Rights Offering.  The Plan provides that any Holder of a
      Senior Subordinated Note Claim as of the Record Date that
      is an Accredited Investor or Qualified Institutional Buyer
      has the right to purchase, at a share price based on Plan
      Equity Value, shares of New Common Stock up to, and solely
      to the extent of, its Pro Rata share of up to $50 million,
      representing approximately 8% of Plan Equity Value, of the
      New Common Stock to be issued under the Plan.  Proceeds
      from the Rights Offering, if any, will be used for general
      corporate purposes.

Clean and blacklined copies of the Plan and Disclosure Statement
are available for free at:

  http://bankrupt.com/misc/RDA_1stAmended_Plan.pdf
  http://bankrupt.com/misc/RDA_1stAmended_Plan_Blacklined.pdf
  http://bankrupt.com/misc/RDA_1stAmended_DS.pdf
  http://bankrupt.com/misc/RDA_1stAmended_DS_Blacklined.pdf

                   Disclosure Statement Hearing

The Disclosure Statement hearing is adjourned to November 20,
2009.  Objections to the Disclosure Statement must be filed on or
before November 16.

The Debtors, the Official Committee of Unsecured Creditors, and
The Readers' Digest Retiree Group entered into an agreed order
establishing a discovery protocol and schedule in connection with
the Plan and Disclosure Statement and agreed, in good faith, to
adjourn the Disclosure Statement hearing and related objection
deadline.

The Disclosure Statement hearing was previously set to start
November 5.

In the event the Disclosure Statement is approved on or before
November 30, 2009, the Confirmation Hearing will commence on
January 13, 2010.  All briefs filed with respect to confirmation
of the Plan and all significant contract provisions will be
submitted to the Court in both Portable Document Format and in
Microsoft Word or Microsoft WordPerfect format.

These deadlines will apply to all discovery relating to the Plan:

  (a) all demands for written discovery and deposition notices
      for fact and expert witnesses must be served by
      November 13, 2009;

  (b) all parties will exchange expert reports and provide
      available dates of experts for depositions no later than
      November 25, 2009;

  (c) all depositions of fact witnesses must be completed by
      December 14, 2009;

  (d) all depositions of expert witnesses must be completed by
      December 18, 2009;

  (e) Parties will not prepare or exchange rebuttal expert
      reports; and

  (f) all parties will exchange exhibit lists, final witness
      lists and deposition designations by January 8, 2010.

Under the discovery protocol, all depositions will be taken by one
lead examining attorney, to be determined in the first instance by
those Parties seeking the depositions.  In the event the Parties
are unable to designate a lead examiner, the Court will make the
designation.  The other Party seeking to examine the witnesses
will be afforded an opportunity to ask follow-up questions
regarding specific areas not addressed by the lead examiner.
Unless otherwise ordered by the Court, all depositions will be
limited to no more than a total of seven hours per witness and
will, to the extent practicable, be limited to one day.

If information subject to attorney-client privilege or work
product immunity is inadvertently or mistakenly produced, the
production will in no way prejudice or otherwise constitute a
waiver of or estoppel as to any claim of privilege or work-product
immunity.

Upon notice to the recipient Party, all copies of inadvertently or
mistakenly produced documents will be destroyed, and any document,
material, or information reflecting the contents of the
inadvertently produced information will be expunged.

The Parties will confer in good faith over any disagreement in
connection with this Discovery Order before claiming non-
compliance to the Court or any third party.

The Debtors may designate discovery materials as "Confidential
Information," which for purposes of this Discovery Order, will
constitute any Discovery Material produced in response to a
discovery request that the Debtors believe contains confidential
or proprietary information concerning the Debtors or their Chapter
11 cases, including proprietary or confidential trade secrets.

"Confidential Information" will not include any information that
(i) is or becomes generally available to the public other than as
a result of a breach of the Discovery Order by any Party or its
representatives or through discovery, (ii) was already in a
Party's files on a non-confidential basis prior to being
furnished, (iii) information that becomes available to a Party on
a non-confidential basis from a source other than the undersigned,
provided such source was not, to the best of a receiving Party's
knowledge, subject to any prohibition against transmitting the
information, or (iv) independently developed by the Creditors
Committee without use of Confidential Information.

The Discovery Order applies to any non-Parties that are served
with subpoenas in connection with the Confirmation Hearing or who
otherwise produce documents or are noticed for deposition in
connection with the Confirmation Hearing.  Those non-parties are
entitled to the protection afforded in the Discovery Order upon
express agreement to be bound by the Order's terms, provided that
any deadlines to which third parties are subject will be
negotiated among the Parties and the non-Parties.

                 Claims Classification & Treatment

The First Amended Plan of Reorganization modifies the estimated
aggregate amounts of claims in the Classes, as well as their
recoveries:

                             Estimated     Estimated % Recovery
                             Aggregate     --------------------
Class     Description          Claims       Plan   Liquidation
-----     -----------        ---------      ----   -----------
Class 1   Other Priority      $0 - $1       100%         0-19%
          Claims              Million

Class 2   Other Secured             0       100%          100%
          Claims

Class 3   Prepetition          $1.645     53%-63%      13%-17%
          Credit Agreement    Million
          Claims

Class 4   Unsecured Claims    $20-$25       100%            0%
          Related to          Million
          Operations

Class 5   Other General     $110-$120     2.5%-2.7%         0%
          Unsecured           Million
          Claims

Class 6   Senior                 $628         0%            0%
          Subordinated        Million
          Note Claims

Class 7   Section 510(b)            0         0%            0%
          Claims

Class 8   Equity Interests          0         0%            0%

Class 9   Intercompany              0        N/A           N/A

Class 10  Intercompany            $70        N/A           N/A
          Claims              Million

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: Proposes to Implement Employee Talent Plan
-----------------------------------------------------------
The Reader's Digest Association, Inc., and its debtor affiliates
seek the Court's authority, pursuant to Sections 105(a) and 363(b)
of the Bankruptcy Code, to implement an employee bonus plan and
make certain bonus payments to encourage the retention of and
performance by certain of the Debtors' non-insider, rank and file
employees, who the Debtors have determined are necessary to their
reorganization efforts.

Due to prepetition restructuring initiatives and a thorough review
of their compensation plans, the Debtors have eliminated their
historic bonus programs, which were generally applicable to all
levels of employees.  As a result, the Talent Plan Employees are
no longer eligible to receive bonus payments for fiscal year 2010
under the Debtors' historic bonus programs.

The Talent Plan Employees consist of certain individual employees
of the Debtors at level 8 or below, who provide a wide variety of
functions critical to the Debtors' ongoing operations and
restructuring efforts, including in the areas of accounting,
financial analysis, editing, human resources, legal and
operations.  Eligible participants in the Talent Plan have been
selected by the Debtors based on their unique skills,
responsibilities, performance and value to the Debtors'
operations.

Because the Talent Plan Employees provide essential services to
the Debtors that are necessary both during and after the Debtors'
reorganization, the Debtors believe the Talent Plan is necessary
and appropriate to improve morale, prevent attrition and maximize
enterprise value.

The Talent Plan provides for bonus payments in an aggregate amount
not to exceed $500,000 to a maximum of 100 employees, with
individual bonus payments representing 3% to 6% of a participant's
annual base salary.  The maximum total expenditure of $500,000 is
contemplated by the Debtors' business plan and is included in the
operating expenses reflected in the cash flow projections set
forth in the disclosure statement that has been filed with the
Court.

The first proposed payment under the Talent Plan is scheduled for
November 23, 2009, at which time the Talent Plan Employees will
receive 25% of their total bonus payment, with the remaining 75%
payable upon emergence from Chapter 11.  Because the first payment
is due during the course of the Debtors' Chapter 11 cases, the
Debtors are seeking the Court's authorization to implement the
plan at this time.

The Debtors expect that aggregate payments to be made on
November 23 will be $86,950, and that the remaining payments will
be made post-emergence.  The Debtors believe that the requested
investment in their human capital is cost-effective, reasonable
and will aid in the preservation of enterprise value.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, says the Talent Plan Employees possess indispensable
institutional knowledge, experience and relationships and have
been identified as critical to the Debtors' operations and
successful restructuring.  He contends that payment of the bonus
payments under the Talent Plan will provide those employees with a
greater sense of financial security, and encourage them to remain
focused on their work during this critical period rather than seek
other employment.

The Debtors believe that the Talent Plan bonus payments will be a
key to preserving and bolstering employee morale and loyalty at a
time when employee support is critical and certain employees are
likely to seek alternate employment, perhaps with the Debtors'
competitors.  Mr. Sprayregen points out that the loss of valuable
employees, with the resulting loss of institutional knowledge and
the need to identify and recruit new employees, would be
distracting and costly at this critical time.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


READER'S DIGEST: U.S. Trustee Objects to "Overly Broad" Releases
----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, complains
that the Disclosure Statement explaining the Debtors' Plan of
Reorganization is deficient and fails to meet the standards of
containing "adequate information" set forth in Section 1125(a) of
the Bankruptcy Code.

"The Disclosure Statement should not be approved because it does
not adequately describe and provide a legal justification for the
overly broad release provisions that the Debtors will seek to have
approved upon confirmation of the Plan," Ms. Adams tells Judge
Drain.  "In addition, the Disclosure Statement inappropriately
classifies statutory fees nor does it provide for the bonding of
any distribution agent chosen by the Debtors to facilitate
distributions under the Plan," she asserts.

Ms. Adams also reserves her rights under Section 503(c)(3) of the
Bankruptcy Code to object to the Debtors' proposed Management
Compensation Programs.

Absent further disclosure and explanation, Ms. Adam urges the
Court to deny the approval of the Disclosure Statement.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


RETICEL INTERIORS: Sec. 341 Meeting Set for December 8
------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of Recticel
Interiors North America, LLC's creditors on December 8, 2009, at
2:00 p.m. at Room 315 E, 211 W. Fort St. Bldg. Detroit 341.

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.

Clarkston, Michigan-based Recticel Interiors North America, LLC,
filed for Chapter 11 bankruptcy protection on October 29, 2009
(Bankr. E.D. Mich. Case No. 09-73419).  The Company's affiliate,
Recticel North America, Inc., also filed for bankruptcy (Case No.
09-73411).  Robert S. Hertzberg, Esq., who has an office in
Detroit, Michigan, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $100,000,001 to $500,000,000 in liabilities.


R.H. DONNELLEY: Blackstone Charges $437,500 for 2.5 Months Work
---------------------------------------------------------------
Bankruptcy professionals in R.H. Donnelley Corp.'s Chapter 11
cases filed applications for allowance of fees and reimbursement
of expenses for these periods:

Professional                 Period           Fees      Expenses
------------               ---------       ----------   --------
Blackstone Advisory    06/16 to 08/31/09      437,500     36,340
Services L.P.

Deloitte Tax LLP       06/23 to 08/31/09      157,039        183

Young Conaway          05/28 to 08/31/09      134,510     26,272
Stargatt & Taylor LLP

                    About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


R.H. DONNELLEY: Law Firms File Securities Class Suits
-----------------------------------------------------
In separate press releases, The Brualdi Law Firm P.C., The Rosen
Law Firm P.A., and Gainey & McKennas on October 26, 2009 that
they have filed lawsuits in the United States District Court for
the District of Delaware against R.H. Donnelley Corporation, on
behalf of purchases of RHD's stock during the period between
July 26, 2007, through May 28, 2009 for violations of the federal
securities law.

The Press Releases reveal that no class has yet been certified in
the Action and until a class is certified, Stockholders are not
represented by counsel unless they retain one.  If Stockholders
wish to move the court for appointment of lead plaintiff,
Stockholders must do so by December 22, 2009.

The lead plaintiff will be selected from among applicants
claiming the largest loss from investment in RHD during the Class
Period.

The Complaints allege that during the Class Period, RHD issued
materially false and misleading statements regarding the its
business and financial results and caused RHD to fail to properly
account for its bad debt expense and timely write down its
impaired goodwill.

The Plaintiffs relate that as a result of RHD's false and
misleading statements, RHD's stock traded at artificially
inflated prices during the Class Period, trading as high as
$66.67 in July 2007.  However, beginning in February 2008,
RHD began to acknowledge problems in its operations and with its
financial results.

On March 12, 2009, RHD announced that it had retained a financial
advisor to assist in the evaluation of its capital structure,
including various balance sheet restructuring alternatives.
Then, on May 29, 2009, RH Donnelley filed for bankruptcy.

                    About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun
& Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the
U.S.  It offers print directory advertising products, such as
yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

Dex Media East, LLC, is a publisher of the official yellow pages
and white pages directories for Qwest Communications International
Inc. (Qwest) in the states, where Qwest is the primary incumbent
local exchange carrier, such as Colorado, Iowa, Minnesota,
Nebraska, New Mexico, North Dakota and South Dakota.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852), after missing a $55 million interest
payment on its senior unsecured notes due April 15.  James F.
Conlan, Esq., Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq.,
Jeffrey E. Bjork, Esq., and Peter K. Booth, Esq., at Sidley Austin
LLP, in Chicago, Illinois represent the Debtors in their
restructuring efforts.  Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP, in
Wilmington, Delaware, serve as the Debtors' local counsel.  The
Debtors' financial advisor is Deloitte Financial Advisory Services
LLP while its investment banker is Lazard Freres & Co. LLC.  The
Garden City Group, Inc., is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total
assets and $1,023,526,000 in total liabilities, resulting in
$93,697,000 in total shareholders' deficit.

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


SAJID KHAN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Joint Debtors: Sajid Khan
                 aka Sajid S. Khan
               Shabana Sajid
               14951 Bellows Falls Lane, #922
               Humble, TX 77396

Bankruptcy Case No.: 09-38554

Chapter 11 Petition Date: November 6, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: Calvin C. Braun, Esq.
                  Orlando & Braun LLP
                  3401 Allen Parkway, Suite 101
                  Houston, TX 77019
                  Tel: (713) 521-0800
                  Fax: (713) 521-0842
                  Email: calvinbraun@orlandobraun.com

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

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

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.


SAVANNAH GATEWAY: Sec. 341 Meeting Set for November 30
------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Savannah
Gateway West, LLC's creditors on November 30, 2009, at 10:00 a.m.
at Orlando, FL (6-60) - 135 West Central Blvd., 6th Floor, Suite
600.

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.

Orlando, Florida-based Savannah Gateway West, LLC, operates a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on October 30, 2009 (Bankr. M.D. Fla. Case No. 09-
16576).  R Scott Shuker, Esq., at Latham Shuker Eden & Beaudine
LLP 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.


SCOLR PHARMA: May Seek Bankruptcy, Wind Up Business
---------------------------------------------------
SCOLR Pharma, Inc., disclosed that based on its current operating
plan, it anticipate that its existing cash and cash equivalents,
together with expected royalties from third parties, will be
sufficient to fund its operations through February 2010, unless
unforeseen events arise that negatively impact its liquidity.  In
the event it is unsuccessful generating additional revenues or
raising additional funds, it will have to substantially reduce its
operations to preserve capital or seek bankruptcy protection or
otherwise wind up its business.  The company had approximately
$1.9 million in cash and cash equivalents, and $473,711 in
restricted cash as of September 30, 2009.

In addition to its efforts to enter into alliances and licensing
agreements, it plans to continue to seek access to the capital
markets to fund our operations.  The company filed a shelf
registration statement in the amount of $40 million which was
declared effective by the Securities and Exchange Commission on
November 25, 2008 under which we may offer from time-to-time, one
or more offerings of securities up to an aggregate public offering
price of $40 million.  However, the financial markets have been
very difficult for companies at its development stage and
financial condition and financing may not be available on
favorable terms or at all.  Additionally, it received notice from
the NYSE Amex that it is not in compliance with continued listing
requirements.  The company's inability to maintain listing of its
common stock on the NYSE Amex may further limit its ability to
access the capital markets.  Any issuance of additional securities
could be dilutive to our existing stockholders.

The company reported financial results for the three and nine
months ended September 30, 2009.

Stephen J. Turner, SCOLR Pharma's President and CEO, said, "We
continue to advance discussions related to licensing our 12-hour
ibuprofen formulation.  Several potential partners have committed
significant resources in time, personnel and external resources as
they evaluate the potential commercial and/or licensing
opportunity.  In the nutraceutical area, we have increased our
sales and marketing efforts and are optimistic we will be able to
expand our existing revenue streams from extended release
supplements.  Royalties received from Perrigo continue to improve
on a quarterly basis, and we expect to see further increases as we
expand the reach of our products to new customers.  In addition,
we have made significant strides in support of our recent
marketing efforts on new product offerings outside of the Perrigo
relationship both within the US and abroad.  We expect to be able
to introduce newly formulated products in 2010 based on our
meetings with numerous international, national and regional
retailers and potential partners.

We continue to make progress in reducing our operating expenses
including reductions in salary and rent expenses.  We renegotiated
the lease for our corporate facility to reduce the amount of
leased space to 15,615 square feet from 20,468 square feet and
reduce our rental payments.  In addition, effective November 1,
2009, the Company will be allowed to pay up to $18,000 of its
monthly rent for twelve months through draw downs on the letter of
credit which secures the lease.  In addition, we eliminated one
executive position and reduced base salaries for two executive
officers.  These additional savings will provide us the
opportunity to preserve our capital and improve our position for
the future."

Total revenues, which consist of royalty revenue from our
collaboration agreements, increased 11%, or $25,343 to $261,651
for the three months ended September 30, 2009, compared to
$236,308 for the same period in 2008.  Total revenues decreased
15%, or $117,223 to $664,212 for the nine months ended
September 30, 2009, compared to $781,435 for the same period in
2008.  Royalty revenues result from our relationship with Perrigo
and reflect changes in the level of sales by Perrigo.

Marketing and selling expenses decreased 53%, or $62,489 to
$54,351 for the three months ended September 30, 2009, compared to
$116,840 for the same period in 2008 and decreased 63%, or
$345,177 to $200,402 for the nine months ended September 30, 2009,
compared to $545,579 for the same period in 2008.  These decreases
are due to a reduction in personnel related expenses due to
reduction in personnel and lower advertising and tradeshow
expenses.

Research and development expenses decreased 75%, or $1.7 million
to $572,189 for the three months ended September 30, 2009,
compared to $2.3 million for the same period in 2008 and decreased
50%, or $2.2 million to $2.2 million for the nine months ended
September 30, 2009, compared to $4.4 million for the same period
in 2008.  These decreases were primarily due to our decision to
defer development activities on certain projects pending
additional funding and a reduction in personnel related expenses
due to personnel reductions.

General and administrative expenses increased 29%, or $273,061 to
$1.2 million for the three months ended September 30, 2009,
compared to $947,684 for the same period in 2008, and increased
3%, or $104,665, to $3.3 million for the nine months ended
September 30, 2009, compared to $3.2 million for the same period
in 2008.  These increases were primarily due to severance costs
associated with the resignation of our former CEO, and increased
investment banker activities.  These increases were offset by
decreases in non-cash share based compensation expense director's
and shareholder relations expenses and insurance premiums.

In May 2008, we entered an agreement to terminate the lease for
our former corporate facility for consideration of $4.1 million
which was recogn ized as a reduction to operating expense in
September 2008.  Under the terms of the agreement, we received
$1.0 million upon execution of the agreement and the remaining
$3.1 million in September 2008, at the time we vacated the
premises. We incurred costs of $116,867 related to relocation to
our new facility and the lease buyout which were recognized in
operating expense in September 2008.

Other income decreased 98%, or $41,608 to $948 for the three
months ended September 30, 2009, compared to $42,556 for the
comparable period in 2008, and decreased 96%, or $186,746 to
$8,548 for the nine months ended September 30, 2009, compared to
$195,294 of net income for the same period in 2008. These
decreases were due to a decrease in interest income due to lower
cash balances.

Net loss increased $2.5 million to $1.6 million for the three
months ended September 30, 2009, compared to $890,371 of net
income for the same period in 2008, and the net loss for the nine
months ended September 30, 2009, increased 57%, or $1.8 million to
$5.1 million, compared with a net loss of $3.2 million for the
same period in 2008.  The increased net loss reflects the net
impact of the non-recurring $4.0 million income recognized in the
prior year for the facility lease buyout."

                     About SCOLR Pharma


Based in Bothell, Washington, SCOLR Pharma, Inc. --
http://www.scolr.com/-- is a specialty pharmaceutical company.
SCOLR Pharma's corporate objective is to combine its formulation
expertise and its patented CDT platform to develop novel
pharmaceutical, over-the-counter (OTC), and nutritional products.
Our CDT drug delivery platforms are based on multiple issued and
pending patents and other intellectual property for the programmed
release or enhanced performance of active pharmaceutical
ingredients and nutritional products.


SEMCAN INC: Naston Calls in Pococks to Assist on Restructuring
--------------------------------------------------------------
Semcan Inc. disclosed that its United Kingdom subsidiary, Naston
Limited, has engaged Pococks Chartered Accountants to assist with
the restructuring and possible sale or winding-up of Naston.  In
early December 2009, Naston will be presenting a plan to its
creditors under which the company could enter into a Company
Voluntary Arrangement under UK law.  Certain of its projects would
be completed over the next two years, the net proceeds of which
would be for the benefit of Naston's creditors.

At the end of 2008, Semcan made the decision to divest itself of
Naston, and wrote down the investment during the period ended
June 30, 2009.  The company anticipates a final non cash write
down of $375,000 for the quarter ended 30th September 2009.

Semcan also announces the successful integration of the ZMI Portec
operations into its Milton facility -- the financial effect of
which result in approximately $600,000 of annual cost savings.
The full effect of these savings will be felt in fiscal year 2010.

In addition, the corporate office located at 365 Adelaide Street
East, Toronto has now closed and the functions transferred to
Stanco Projects Ltd at 8485 Parkhill Drive, Milton, Ontario,
resulting in further annual cost savings in excess of $100,000.

Semcan confirms that it has retired all term debt due to Toronto
Dominion Commercial Bank and that the company's sole indebtedness
to TD is its revolving operating line with a limit of $1.5
million.  Because of the low borrowings the company no longer
meets the criteria set by the National Accounts Division of TD and
have therefore transferred the management of the account to the
bank's Financial Restructuring Group, an intermediate step before
a possible transfer of the account to a regional centre of TD.

                     About Semcan Inc.

Semcan is a worldwide supplier of industrial processes and
environmental solutions with specific emphasis on water
remediation and emission control systems.


SEQUENOM INC: Net Loss Widens to $14,875,000 at Sept. 30 Quarter
----------------------------------------------------------------
Sequenom, Inc.'s net loss for the three months ended September 30,
2009, widened to $14,875,000 compared to a net loss of $10,371,000
for the same period a year ago.  The Company also posted wider net
loss of $52,609,000 for the nine months ended September 30, 2009,
from a net loss of $28,741,000 for the same period a year ago.

Sequenom's total revenues dropped to $9,220,000 for the recent
quarter from $11,570,000 for the year ago quarter.  Sequenom also
booked lower total revenues of $27,077,000 for the nine months
ended September 30, 2009, from $34,990,000 for the same period a
year ago.

As of September 30, 2009, the Company had total assets of
$101,942,000 against total current liabilities of $18,489,000,
deferred revenue, less current portion of $384,000, other long-
term liabilities of $3,693, and long-term portion debt and
obligations of $2,141,000.

Sequenom said it has a history of recurring losses from operations
and has an accumulated deficit of $578.9 million as of September
30, 2009.  Sequenom's capital requirements to sustain operations,
including research and development projects, have been and will
continue to be significant.  As of September 30, 2009, Sequenom
had available cash, cash equivalents and current marketable
securities totaling $50.1 million and working capital of $53.3
million.  Sequenom also has approximately $5.7 million of ARS
investments classified as noncurrent assets at September 30, 2009.

In April 2009, Sequenom announced that it reduced its genetic
analysis employee workforce in accordance with its initiative to
reduce costs and restructure its workforce.

Sequenom said the beginning balance for facilities costs prior to
the April 2009 reduction in workforce consisted of a $400,000 in
accrued facility exit costs associated with exiting its lease
commitments for the Boston, Massachusetts facility.  This facility
was initially leased in conjunction with the acquisition of Gemini
Genomics, plc in 2001.

The reduction in workforce included the closure of Sequenom's
leased facility near Boston, Massachusetts, with a lease
expiration on December 31, 2010, as well as the closure of its
office located in New Delhi, India during the second quarter of
2009.

Moreover, the Company said Paul V. Maier has been appointed
interim chief financial officer, effective November 10, 2009.  Mr.
Maier brings financial executive experience in roles from small
private companies to Fortune 500 organizations, including nearly
15 years at Ligand Pharmaceuticals as senior vice president and
chief financial officer.  Prior to Ligand Pharmaceuticals, Mr.
Maier spent six years in various management and finance positions
at ICN Pharmaceuticals.

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?48e7

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?48e8

                        About Sequenom Inc.

Sequenom, Inc. (NASDAQ:SQNM) is a diagnostic testing and genetics
analysis company.  The Company is focused on providing products,
services, diagnostic testing, applications and genetic analysis
products that translate the results of genomic science into
solutions for biomedical research, translational research,
molecular medicine applications, and agricultural, livestock and
other areas of research.

The Company added that there is substantial doubt about its
ability to continue as a going concern.  Although the Company
related that its cash, cash equivalents and current marketable
securities will be sufficient to fund its operating expenses and
capital requirements through 2010, it will require significant
additional financing in the future to fund its operations.


SILVER DEVELOPMENTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Silver Developments LLC
        4341 North 24th St., #101
        Phoenix, AZ 85016

Bankruptcy Case No.: 09-28630

Chapter 11 Petition Date: November 6, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th St., #103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296
                  Email: d.powell@cplawfirm.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 Avraham Hassid, managing member of the
Company.


SINCLAIR BROADCAST: Moody's Upgrades Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service upgraded Sinclair Broadcast Group,
Inc.'s Corporate Family Rating to B2 from Caa2, Probability-of-
Default Rating to B2 from Caa3 and speculative grade liquidity
rating to SGL-2 from SGL-4.  Moody's also assigned Sinclair
Television Group Inc. (Sinclair's subsidiary) definitive ratings
of Ba2 on its $466 million amended and restated senior secured
credit facility and B2 on its $500 million senior secured second
lien notes.  Associated debt ratings were upgraded as detailed
below and loss given default assessments were updated to reflect
the current debt mix and convergence of Sinclair's CFR and PDR.
The rating actions conclude the review for upgrade initiated on
October 9, 2009.  The rating outlook is stable.

Upgrades:

Issuer: Sinclair Broadcast Group, Inc.

  -- Corporate Family Rating, Upgraded to B2 from Caa2

  -- Probability of Default Rating, Upgraded to B2 from Caa3

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

  -- Senior Subordinated 4.875% Notes, Upgraded to Caa1, LGD6 -
     94% from Caa3, LGD4 - 59%

Issuer: Sinclair Television Group, Inc

  -- Senior Secured Revolver (Maturing June 2011), Upgraded to
     Ba2, LGD2 - 11% from B1, LGD1 - 5%

  -- 8% Senior Subordinated Notes (Maturing March 2012), Upgraded
     to Caa1, LGD5 - 84% from Caa2, LGD3 - 31%

Assignments:

Issuer: Sinclair Television Group, Inc

  -- Senior Secured Revolver (Maturing December 2013), Assigned
     Ba2, LGD2 - 11% (was (P)Ba3, LGD2 - 14%)

  -- Senior Secured Term Loan B (Maturing October 2015), Assigned
     Ba2, LGD2 - 11% (was (P)Ba3, LGD2 - 14%)

  -- Senior Secured Second Lien Notes, Assigned B2, LGD3 - 48%
     (was (P)B3, LGD4 - 53%)

Outlook Actions:

Issuer: Sinclair Broadcast Group, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Sinclair Television Group, Inc

  -- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: Sinclair Television Group, Inc

  -- Senior Secured Term Loan A and A-1, Withdrawn, previously
     rated B1, LGD1 - 5%

The CFR upgrade to B2 reflects significant improvement in
Sinclair's liquidity position and meaningfully reduced near-term
default risk resulting from the November 2009 refinancing, the
amendment to the terms of Sinclair's local marketing agreement
with Cunningham Broadcasting Corporation, and the extension of
Cunningham's bank facility maturity to July 2012.  STG is
utilizing the net proceeds from the amended credit agreement and
second lien notes to fund the tender offer for Sinclair's
$294 million 3% and $144 million 4.875% million convertible notes
in May 2010 and January 2011, respectively, and to replace its
prior credit facility.  STG also amended the financial maintenance
covenants in its credit facility to permit the refinancings and
provide additional headroom.  Moody's believes the transactions
(i) reduce the risk that Sinclair will not be able to fund the
puts, (ii) result in additional cash outflows related to
Cunningham that are manageable within Sinclair's cash generation,
and (iii) provide covenant cushion to manage through the
advertising downturn.

The B2 CFR is one notch above Moody's prior preliminary indication
of October 13, 2009, that the aforementioned transactions would
result in a CFR upgrade to B3.  The improvement reflects a
moderate upward revision to Moody's estimate of Sinclair's 2009
and 2010 operating results based on current advertising trends and
Sinclair's cost actions, and a review of the financial maintenance
covenants in the final amended credit facility.  Moody's now
anticipates STG will maintain at least a 10% EBITDA cushion to its
financial maintenance covenant levels in 2010 based on a downside
operating projection.

The B2 CFR reflects the good margins and unlevered cash flow
generated from the sizable and diverse television station group,
tempered by the company's high leverage and vulnerability to
cyclical advertising spending.  The suspension of the dividend in
2009 mitigates the material increase in cash interest expense
resulting from the refinancing, which will help Sinclair continue
to generate free cash flow.  Debt-to-EBITDA leverage (projected in
a high 7x range for FY 2009 incorporating Moody's standard
adjustments) is high but will decline in 2010 as the economy
recovers and Olympics and election-year political revenues provide
a boost to revenue.

The stable rating outlook reflects Moody's view that the company
now has sufficient liquidity to manage through the advertising
downturn and that Sinclair's weak leverage and interest coverage
will improve to levels consistent with the B2 CFR as the economy
recovers.

Sinclair has placed into escrow funds sufficient to retire any
untendered 3.0% and 4.875% convertible notes on the respective put
dates.  The escrow funds can only be released to retire the
putable notes.  However, the escrow account is part of the credit
facility collateral package.  In the event of a credit facility
default, the administrative agent could take control of the escrow
account.  Moody's believes the November 2009 transactions reduce
the risk of default prior to the put dates and anticipates in the
rating that any untendered notes will be retired at the put dates.
Moody's is also withdrawing the ratings on the prior term loans
that were refinanced with the new credit facility, and will
withdraw the ratings on the 4.875% convertible notes if they are
retired through the tender offer.

The last rating action was on October 13, 2009, when Moody's
assigned a rating of (P)Ba3 to STG's proposed credit facility and
(P)B3 to STG's new second lien notes.

Sinclair, headquartered in Baltimore, Maryland, is a television
broadcaster, operating 58 stations in 35 markets primarily through
STG and its local marketing agreement with Cunningham.  The
company generated revenue of $669 million for the LTM 9/30/09
period.


SIX FLAGS: Opposes Termination of Plan Exclusivity
--------------------------------------------------
An informal committee of holders of 12.25% Senior Notes Due 2016
issued by Debtor Six Flags Operations, Inc., is asking Bankruptcy
Judge to terminate the Debtors' exclusive periods to file a plan
of reorganization and solicit acceptances of the plan.  The
Noteholders want exclusivity terminated so that it can file an
alternative plan.

Resilient Capital Management LLC, which holds an undisclosed
number of Six Flags, Inc.'s redeemable shares, told the Bankruptcy
Court that preferred shareholders have a proposed reorganization
plan for Six Flags that is more superior than the plan being
proposed by management and noteholders.  It joins in calls for
termination of the plan exclusivity.

The Debtors ask the Court to deny the Informal Committee of SFO
Noteholders' emergency motion to terminate the Debtors' exclusive
period to file a plan of reorganization arguing that the SFO
Noteholders have failed to show cause to warrant termination of
the Exclusive Periods.

The Debtors deny, as wholly without merit, the SFO Noteholders'
allegation that the Debtors are interested exclusively in the
retention and enrichment of management to the detriment of all
creditor constituencies.  The Debtors' goal throughout this
process has been to reach the broadest possible consensus in
support of a plan of reorganization, Daniel J. DeFrancheschi,
Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, contends.

According to Mr. DeFrancheschi, the Debtors proactively have
engaged potential lending resources in order to garner financing
in support of a revised plan of reorganization.  The Revised Plan
will provide committed exit financing, rights offering
subscription, and recoveries equal to, or greater than those
offered in an alternative plan set forth by the SFO Noteholders,
he points out.

The Revised Plan is expected to build substantially upon the
features already set forth in the Alternative Plan, plainly
indicating that the Debtors share the SFO Noteholders' reasonable
desire to ensure the maximum possible recovery for the Debtors'
stakeholders, Mr. DeFrancheshi further points out.

Moreover, the Debtors are unwilling to adopt wholesale the
Alternative Plan without further investigation, Mr. DeFrancheschi
tells the Court.  Despite repeated requests, the SFO Noteholders
have not provided a business plan, an identification of the
proposed new management team, or an explanation of the financial
assumptions made by the Alternative Plan, or any information that
would indicate that their plan is fully financed, Mr.
DeFrancheschi states.

         Debtors to Take Depositions of Eight Witnesses

The Debtors inform the Court that they will take depositions of
knowledgeable parties regarding the SFO Noteholders' emergency
motion.  The depositions will be conducted at the offices of
Paul, Hastings, Janofsky & Walker LLP, in 75E 55th Street, First
Floor, in New York.  The parties the Debtors request for
deposition are:

Name                                  Date and Time
----                                  -------------
Nate Van Duzer                  11/02/09 11:00 a.m.
Marc Lasry                       11/02/09 4:00 p.m.
Alexander Weber, Jr.             11/03/09 9:00 a.m.
Michael Elkins                  11/03/09 11:00 a.m.
Mark Shapiro                     11/03/09 1:00 p.m.
H Partners Management LLC        11/03/09 3:00 p.m.
Mendy R. Haas                    11/03/09 5:00 p.m.
Jonathan Wood                   11/04/09 11:00 a.m.

                 Creditors' Committee Responds

The Official Committee of Unsecured Creditors tells the Court
that as part of its fiduciary duty to creditors, it is giving
serious consideration to feasible alternatives to the Debtors'
First Amended Plan of Reorganization.  The Creditors' Committee
believes that the SFO Noteholders' Joint Plan of Reorganization
may present that alternative, says Laura Davis Jones, Esq., at
Pachulski Stang, Zeihl & Jones LLP, in Wilmington, Delaware.

In an effort to determine which plan is, or can be made to be
fair and equitable to all general unsecured creditors, the
Committee's professionals are currently engaged in a complex
analysis of the economic and legal issues raised by both proposed
plans, Ms. Jones relates.

While progress is being made, the Creditors' Committee asserts
that it would be in the best interest of its creditor
constituents and the estates for the Court to force all parties
to slow down and maintain the status quo while diligence and
negotiations continue.

A brief delay would enable the Court to defer a decision on
whether to lift the Exclusivity Period, as the SFO Noteholders
seek, which would be a decision with broader consequences, or to
extend the period for another 90 days, as the Debtors seek, which
would effectively foreclose the possibility of an alternative
plan, Ms. Jones contemplates.

It would be premature to foreclose the possibility of a competing
plan by granting the Debtors' Exclusivity Extension Motion, Ms.
Jones avers.  A brief adjournment of both the SFO Noteholders'
Committee's Exclusivity Termination Motion and the Debtors'
Exclusivity Extension Motion, while exclusivity remained
in place, would be a far less restrictive alternative, one which
would allow the negotiation process to continue on a more level
playing field, she contends.

Accordingly, the Creditors' Committee asked the Court to continue
the Noteholders' emergency motion to the next scheduled omnibus
hearing after the November 5, 2009 hearing.

The Debtors' counsel, Zachary Shapiro, Esq., at Richards, Layton
& Finger, P.A., in Wilmington, Delaware, says in a court filings
that the hearing on the issue, including the Committee's
response, is moved to a time and date still to be determined.

        Debtors & SFO Noteholders Agree on Confidentiality

The Debtors and the SFO Noteholders jointly sought and obtained
the Court's approval of a confidentiality agreement, pursuant to
which the Debtors have agreed to provide Confidential Information
to parties-in-interest, on matters concerning the Debtors'
business, financial condition, operations, prospects,
projections, plans, assets and liabilities of the Debtors, claims
of the Debtors against third parties or any other matters
relevant to the Debtors' Chapter 11 cases, or matters relevant to
the formulation of one or more Chapter 11 plans.

The Debtors have determined that entry into the Confidentiality
Agreement with parties-in-interest could facilitate negotiations
toward a consensual plan of reorganization.

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

Prior to the entry of the order approving the Confidentiality
Agreement, the Ad Hoc Committee of Six Flags Noteholders filed
with the Court a limited objection stating that to permit the
Debtors to continue the closed-door negotiations only with the
SFO Noteholders and to the exclusion of the SFI Noteholders and
other stakeholders will only further divide the various creditor
constituencies and set the stage for an increased amount of
litigation in these Chapter 11 cases and will not result in a
"consensual" plan as the Debtors suggest.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Proposes to Enter Into $800 Mil. Exit Financing
----------------------------------------------------------
Exit financing is a necessary and integral component of the
Debtors' strategy for emergence from Chapter 11, Paul E. Harner,
Esq., Paul, Hastings, Janofsky & Walker, LLP, in Chicago,
Illinois, tells the Court.  The Debtors require exit financing
to, among other things, fund Plan distributions and finance the
Debtors' post-emergence operating expenses and other working
capital needs, he adds.   To that end, he says the Debtors'
proposed Plan of Reorganization will predicate the Plan's
effectiveness on the satisfaction or waiver of all conditions
precedent to exit financing arrangements and the Debtors' access
to funds under those arrangements.

By this motion, Debtors ask Judge Christopher S. Sontchi of the
United States Bankruptcy Court for the District of Delaware for
authority to enter into:

  (a) a commitment letter dated October 26, 2009, by and among
      the Debtors and the "Commitment Parties," led by JPMorgan
      Chase Bank, N.A., J.P. Morgan Securities Inc., Bank of
      America, N.A. and Bank of America Securities, under which
      the Commitment Parties will extend to the Debtors an
      $800 million exit financing facility; and

  (b) a commitment letter dated October 29, 2009, by and among
      certain of the Debtors and TW-SF LLC, a subsidiary of Time
      Warner, Inc., under which TW-SF will extend a $150 million
      multi-draw term loan facility to several non-debtor
      affiliates of Six Flags, Inc.

                      JPM/BOA Facilities

The salient provisions of the credit facilities that will be
created pursuant to the JPMorgan/Bank of America Commitment
Letter are:

* The Reorganized Six Flags Theme Park stands as the Borrower.

* The entities that stand as guarantors for the Exit Financing
   commitment are Reorganized Six Flags, Inc., Reorganized
   Six Flags Operations and each of the current direct and
   indirect subsidiaries of Reorganized Six Flags Theme Park;
   provided that to the extent Reorganized SFTP acquires a non-
   wholly owned direct or indirect subsidiary after the Closing
   Date, that subsidiary will not be required to be a guarantor
   of the Exit Facility Loans.

* The principal amount for the Exit Financing commitment is
   $800,000,000, comprised of a $150,000,000 revolving loan
   facility and a $650,000,000 term loan facility.

* The Exit Revolving Loans will mature five years from the
   closing date and the maturity of the Exit Term Loan is six
   years from the closing date.

* The interest on the Exit Term Loan is computed as LIBOR +
   4.25% with a LIBOR floor of 2% and a 1.50% commitment fee on
   the Exit Revolving Loans.

* The Exit Facility Loan Documents will contain restrictive
   covenants that limit, among other things, the ability of the
   Exit Financing Loan Parties to incur indebtedness, create
   liens, engage in mergers, consolidations and other
   fundamental changes, make investments of loans, engage in
   transactions with affiliates, pay dividends, make capital
   expenditures and repurchase capital stock.

* The Commitment Parties' commitment is subject to certain
   customary conditions and market "flex" provisions as well as
   confirmation of the Plan and the retention of the existing
   senior management of the Debtors continuing as the senior
   management of the SFI after the consummation of the Plan.

* The exit Facility Loans will be secured by first priority
   liens upon substantially all existing and after-acquired
   assets of the Exit Facility Loan Parties.

* Any material changes to the Exit Facility Loans will be
   subject to the approval of a group of majority backstop
   purchasers.

A full-text copy of the Commitment Letter is available for free
at http://bankrupt.com/misc/SixF_JPMBOA_ExitFin_Commitltr.pdf

Simpson Thacher & Bartlett represents the Administrative Agent
and the Lead Arrangers to the proposed Exit Financing.

                      New Time Warner Loan

The principal amount for the New TW Loan is a $150,000,000 multi-
draw loan facility.  The principal amount of the New TW Loan
borrowed on each Funding Date will be due and payable five years
from the Funding Date.

Borrowers under the New TW Loan are non-Debtors SFOG Acquisition
A, Inc., and SFOG Acquisition B, L.L.C. -- "GA Acquisition
Companies;" and SFOT Acquisition I, Inc.; and SFOT Acquisition
II, Inc. -- "TX Acquisition Companies."

The New TW Loan Facility will be unconditionally guaranteed on a
joint and several and senior unsecured basis by (i) Six Flags,
Inc., (ii) Six Flags Theme Parks, Inc., (iii) Six Flags
Operations, Inc., and (iv) each of the current and future direct
and indirect subsidiaries of SFI who are or in the future become
guarantors of the SFTP Senior Term Credit Facility or SFTP Senior
Revolving Credit Facility.

The interest for the New TW Loan will be computed at a rate equal
to (i) the greater of (a) LIBOR and (b) 2.50% plus (ii) the then
"Applicable Margin" under the Exit Term Loan or under any
successor term facility plus (iii) 1.00%.  In the event that any
of the loan parties issue corporate bonds or other public debt,
the "Applicable Margin" will be adjusted based on the applicable
default swap spread then in effect, subject to a fixed cap.

TW's commitment is subject to certain customary conditions as
well as confirmation of the Plan and the retention of the
existing senior management of the Debtors continuing as the
senior management or SFI following consummation of the Plan.  In
addition the New TW Commitment Papers would be subject to the
Court's approval.  Any material changes to the New TW Loan will
be subject to the approval of the Majority Backstop Purchasers.

Proceeds from the New TW Loan Facility will be used by the
Borrowers solely to purchase Units (as defined in the "GA Overall
Agreement" and the "TX Overall Agreement") pursuant to any
Liquidity Put.

The Acquisition Subsidiaries, on May 15, 2009, entered into a
promissory note with TW-SF, pursuant to which TW-SF loaned
approximately $53 million to the Subsidiaries, which are
obligated to fund the "put" obligations related to the their
parks.

A full-text copy of the New TW Loan Commitment Letter is
available for free at:

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

Mr. Harner tells the Court that obtaining a cost-effective
financing facility to facilitate the Debtors' exit from Chapter
11 is critical to the success of the overall restructuring
efforts of the Debtors.  The Debtors believe that they have
obtained favorable terms for the exit financing, based on
negotiations and consultation with their advisors.  Furthermore,
the Debtors believe that the relief requested will allow the
Debtors to emerge successfully from these Chapter 11 cases and
maximize value for the benefit of their estates and creditors,
Mr. Harner asserts.

The Debtors ask the Court to convene a hearing to consider this
motion on November 20, 2009, at 2:00 p.m., Eastern Standard Time.
The Debtors also ask the Court that objections be submitted not
later than November 13.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Reaches Consensus With Noteholders, Amends Plan
----------------------------------------------------------
Six Flags, Inc., and its debtor affiliates have agreed to further
modify its plan of reorganization and accompanying disclosure
statement after ultimately reaching a consensus with members of
an informal committee of holders of senior unsecured notes.  The
new Plan further enhances creditor recoveries and the Debtors'
long-term business prospects and enterprise value, the Debtors
said in court papers.  The Informal Committee is led by Avenue
Capital Management.

Six Flags said in a regulatory filing with the U.S. Securities
and Exchange Commission that it filed the Second Amended Plan of
Reorganization and accompanying Disclosure Statement on
November 7, 2009, with the U.S. Bankruptcy Court for the District
of Delaware.

Six Flags, according to Tom Hals of Reuters, said it realized it
had to modify its reorganization plan after discussions with
creditors, and as financial markets improved.  The "stabilization
and loosening of the credit markets has created financing
opportunities that did not exist at the times these cases were
filed and the original plan was formulated," Six Flags said in a
court filing.

The new plan is based on proposals by the Noteholders and
includes selling $450 million in new stock to increase the money
available for creditors, Reuters related.  The new plan does not
propose changing Six Flags senior management, which is headed by
Mark Shapiro, a former ESPN executive, Reuters said.

Reuters further related that in the New Plan, holders of one
class of unsecured bonds with claims of $420 million now stand to
get up to 47.1% of Six Flags.  Six Flags originally proposed
giving them 7%.  Another class of unsecured bondholders with
claims of $1.3 billion now stand to get as much as 4.8% of the
company, compared to the original plan that offered 1%, the
report said.

While Six Flags said the new plan had broad support, Mr. Hal
opined the new plan may face objections.  A junior class of
bondholders led by Stark Investments said the company and senior
bondholders had excluded them from negotiations.  Preferred
equity holders, led by Resilient Capital Management, have also
suggested a separate plan that focused on cutting expenses and
maintaining cash flow to provide a recovery for all creditors and
some equity holders.  In August, a group of Six Flags' former top
executives offered to manage the company.

Judge Christopher Sontchi has adjourned to November 20, 2009, at
2:00 p.m. (EST), the hearing to consider the adequacy of Six
Flags' disclosure statement explaining its reorganization plan.
Hearing on the Disclosure Statement was previously scheduled for
November 5.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Reports $137.9 Mil. Net Income for Third Quarter
-----------------------------------------------------------
Six Flags, Inc., announced its consolidated operating results for
the third quarter and nine months ended September 30, 2009.

                      Three Month Results

Total revenues of $457.0 million decreased 7% from the prior-year
quarter's total of $489.3 million, primarily reflecting reduced
attendance and guest spending.  Attendance for the quarter was
12.0 million, down 1% comparing to 12.2 million in the third
quarter of 2008.  Although the Company benefited from increased
single-day ticket and season pass attendance, this was more than
offset by a decline in group sales, reflecting cutbacks in outings
by companies, schools and other organizations, and reduced
complimentary and free promotional tickets.

Per capita guest spending decreased 5% to $36.93 from $38.67 in
the third quarter of 2008, reflecting reduced in-park spending
and admissions.  Included in the lower guest spending is the
impact of a weaker Mexican peso and Canadian dollar in the
current-year quarter, affecting U.S. dollar translated results
for the parks in Mexico City and Montreal.  Exchange rates
accounted for approximately one percentage point, or $0.45, of
the guest spending per capita decline for the quarter compared to
the prior year quarter.

Revenues for the quarter also were affected by a decline in
sponsorship, licensing and other fees of $5.5 million compared to
the prior-year quarter, primarily driven by lower international
licensing fees.

Cash operating expenses for the quarter of $232.5 million were
down 1% from $234.6 million in the third quarter of 2008,
reflecting reduced cash-based incentive compensation, favorable
currency impacts at the Mexico City and Montreal parks, decreased
consulting and outside services and lower cost of sales
reflecting reduced in-park sales, partially offset by increased
advertising expenses due to the timing of expenditures and higher
park labor costs primarily reflecting increased minimum wage
rates.

Non-cash operating expenses of depreciation, amortization, stock-
based compensation and loss on disposal of assets decreased
$8.9 million, or 19%, in the current-year quarter to
$37.0 million, compared with $45.9 million in 2008, primarily
driven by decreased loss on disposal of assets.

The Company's results from continuing operations in the third
quarter of 2009 decreased to $165.8 million compared to
$166.5 million in the prior-year quarter.  The decrease of
$0.7 million was driven by a $21.3 million reduction in income
from operations due primarily to reduced revenues partially offset
by lower expenses, as well as a $28.7 million decrease in interest
expense reflecting the cessation of interest accruals on the
Company's debt subject to compromise as a result of the chapter 11
filing on June 13, 2009 (see Recent Developments below) and lower
effective rates, partially offset by $7.0 million in
reorganization costs associated with the chapter 11 filing.

Adjusted EBITDA for the quarter decreased by $25.9 million, or
11%, to $209.7 million compared to $235.6 million for the prior-
year quarter, reflecting the impact of reduced revenues partially
offset by lower third party interest in the EBITDA of certain
operations and reduced cash operating expenses.

                       Nine Month Results

For the nine months ended September 30, 2009, total revenues
decreased $92.2 million, or 10%, to $811.0 million from
$903.2 million in the prior-year period, primarily reflecting
reduced attendance and guest spending.  Attendance for the first
nine months of 2009 was 21.2 million, down 5% from 22.2 million in
the same period of 2008, benefiting from increased single-day
tickets and season pass attendance, but more than offset by
reductions in group sales along with decreased complimentary and
free promotional tickets.

Guest spending per capita of $36.72 in the first nine months of
2009 was down 5% from the prior-year period's guest spending per
capita of $38.58, reflecting decreases in in-park spending and
admissions.  Included in the reduced guest spending is the impact
of a weaker Mexican peso and Canadian dollar in the current-year
period, affecting the U.S. dollar translated results for the parks
in Mexico City and Montreal.  Exchange rates accounted for
approximately two percentage points, or $0.63, of the guest
spending per capita decline for the first nine months of 2009
compared to the prior-year period.

Revenues for the nine months were also impacted by a decline in
sponsorship, licensing and other fees of $12.3 million compared to
the prior-year period, primarily driven by lower international
licensing fees, partially offset by increased sponsorship revenue.

The overall negative macroeconomic environment impacted the first
nine months of 2009.  In addition, attendance in Mexico and Texas
was adversely affected by the second quarter outbreak of the Swine
flu.  Also contributing to the first nine months attendance
decline was the impact of adverse weather compared to the prior-
year period.

Cash operating expenses for the first nine months of 2009 were
down 3% to $578.0 million from $596.1 million in the same period
of 2008, reflecting favorable exchange rate impacts at the Mexico
City and Montreal parks, lower cost of sales due to decreased in-
park revenues, reduced cash-based incentive
compensation, lower consulting and outside service costs,
decreased insurance expenses and lower marketing expenses due in
part to the timing of expenditures, partially offset by higher
labor costs at the park primarily reflecting increased minimum
wages.

Non-cash operating expenses of depreciation, amortization, stock-
based compensation and loss on disposal of assets decreased
$9.6 million, or 8%, in the first nine months of 2009 to
$115.7 million, compared with $125.3 million in the 2008 period,
driven by decreased loss on disposal of assets, as well as
decreased stock-based compensation and employee benefit expenses.

The Company incurred a loss from continuing operations of
$74.8 million in the current-year period compared to income from
continuing operations of $147.3 million in the same period of
2008.  The decrease of $222.1 million was driven by the prior-
year debt extinguishment gain of $107.7 million, $85.8 million of
reorganization items associated with the current-year chapter 11
filing, $64.5 million of reduced income from operations due
primarily to reduced revenues partially offset by lower expenses,
increased other expense of $17.2 million reflecting the
termination of an interest rate swap, and $49.6 million of
reduced net interest expense reflecting the cessation of interest
accruals on the Company's debt subject to compromise as a result
of the chapter 11 filing, the write-off of discounts, premiums
and deferred financing costs and lower effective interest rates.

Adjusted EBITDA for the first nine months of 2009 was
$205.0 million, a decrease of $65.1 million from the Adjusted
EBITDA of $270.1 million for the first nine months of 2008,
reflecting the impact of reduced revenues partially offset by
lower cash operating expenses and lower third party interest in
the EBITDA of certain operations.

                       Full-Year Forecast

The Company is forecasting to finish 2009 with an Adjusted EBITDA
of approximately $190 million, reflecting an Adjusted EBITDA loss
of approximately $15 million in the fourth quarter of 2009
compared to a positive Adjusted EBITDA of $5.2 million in the
fourth quarter of 2008.  Driving the year-over-year change for the
fourth quarter is the impact of declines in in-park guest spending
and decreased revenues due to adverse weather conditions during
October, especially on the east coast, which has led to a loss of
approximately 450,000 in attendance, compared to October 2008, as
well as reduced international licensing fees.  The Company also
anticipates slightly higher cash operating expenses, reflecting
the timing of specific promotional and repairs and maintenance
programs.

                      Recent Developments

On June 13, 2009, Six Flags, Inc., Six Flags Operations Inc., Six
Flags Theme Parks Inc. and certain of SFTP's domestic subsidiaries
filed a voluntary petition for relief under chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware.  As a result, the financial
statements reflect the Company's status as debtor in possession
since that date.

As of September 30, 2009, the Company had unrestricted cash of
$262.1 million available to pay administrative claims as well as
liabilities from before the filing date that have been approved
for payment by the Court.  Based on the final orders by the Court
with respect to the use of cash, the Company does not currently
expect it will require debtor in possession financing during the
chapter 11 proceedings.

It is expected that the Company's existing common and preferred
stockholders as well as certain unsecured creditors will have
their claims compromised by order of the Court.  As a result of
this expected compromise, interest accruing after the filing date
will not be recognized as interest expense, except for interest on
the Company's Senior Secured Credit Facility dated May 25, 2007,
which is not expected to be compromised.

                       Six Flags, Inc.
                      Balance Sheet Data
                     As of Sept. 30, 2009

Assets:
Cash and cash equivalents                        $262,126,000
Total Assets                                    3,075,739,000

Current portion of long-term debt                 305,448,000
Long-Term debt (excluding current portion)        843,905,000

Redeemable non-controlling interests              373,469,000
Mandatory redeemable preferred stock                        0

Total stockholders' deficit                     ($482,708,000)


                       Six Flags, Inc.
                   Statement of Operations
           For the Three Months Ended Sept. 30, 2009

Revenue                                          $457,035,000

Costs and expenses                                232,521,000
Depreciation                                       36,949,000
Amortization                                          229,000
Stock-based compensation                              521,000
Loss (gain) on disposal of assets                    (723,000)
                                                 ------------
Income (loss) from operations                     187,538,000

Interest expense (net)                             16,061,000
Equity in (income) loss from operations
of partnerships                                   (1,521,000)
Net (gain) on debt extinguishment                           -
Other expense                                         148,000
Income (loss) from continuing operations
before reorganization items and income taxes     172,850,000
Reorganization items                                7,038,000
Income (loss) from continuing operations
before income taxes                              165,812,000
Income tax benefit (expense)                       (8,378,000)
                                                -------------
Income (loss) from continuing operations          157,434,000

Discontinued operations                             3,442,000
                                                -------------
Net income (loss)                                 160,876,000

Less: Net income attributable to non-
controlling interests                            (17,536,000)
                                                -------------
Net income (loss) attributable                    143,340,000
to Six Flags, Inc.

Net income (loss) applicable to
Six Flags, Inc. common stockholders             $137,927,000
                                                =============

                       Six Flags, Inc.
                 Statement of Free Cash Flow
           For the Three Months Ended Sept. 30, 2009

Net income (loss)                                $160,876,000
Discontinued operations                            (3,442,000)
Income tax (benefit) expenses                       8,378,000
Reorganization items                                7,038,000
Other expense                                         148,000
Net (gain) on debt extinguishment                           -
Equity in income(loss) from
operations of partnerships                        (1,521,000)
Interest expense (net)                             16,061,000
Loss (gain) on disposal of assets                    (723,000)
Amortization                                          229,000
Depreciation                                       36,949,000
Stock-based compensation                              521,000
Third party interest in EBITDA
of certain operations                            (14,852,000)
                                                 ------------
Adjusted EBITDA                                   209,662,000

Cash Paid for interest (net) and
debt issuance costs                              (12,444,000)
Capital expenditures (net)                         (6,806,000)
Cash dividends and taxes                           (1,171,000)
                                                 ------------
Free Cash Flow                                   $189,241,000
                                                 ============

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SJ REALTY: Files for Bankruptcy to Restructure Under Chapter 11
---------------------------------------------------------------
SJ Realty Group LLC and its affiliate, DRSRJ Development LLC,
filed a bankruptcy in U.S. Bankruptcy Court for the Middle
District of Florida, seeking to reorganize under Chapter 11,
according to Tampa Bay Business Journal.

The Company, the report says, estimates its assets at less than
$50,000, and liabilities at less than $100,000.

The report notes that Buddy Ford represents the companies.

SJ Realty Group LLC aka Tampa Truck Stop and Citgo Auto/Truck
Plaza operates the 301 Truck Stop at 6503 U.S. 19 N., Tampa.


SMART BALANCE: S&P Raises Corporate Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Paramus, New Jersey-based Smart Balance Inc. to
'B' from 'B-'.  The outlook is stable.  Immediately thereafter,
S&P withdrew all ratings at the company's request.

"The ratings actions follow the company's recently announced
credit facility refinancing, whereby it entered into a new
$55 million term loan maturing 2013 and a $45 million revolving
credit facility ($5.6 million currently outstanding) maturing
2013," explained Standard & Poor's credit analyst Christopher
Johnson.  Proceeds from the transaction and available cash were
used to prepay the company's now terminated $140 million first-
lien term loan maturing 2014 ($54.5 million outstanding as of
Sept. 30, 2009) and $40 million second-lien term loan maturing
2014 ($10 million outstanding as of Sept. 30, 2009).  The
refinancing reduced debt by about $4 million.

"It is S&P's opinion that the company's continue improvement in
operating performance, together with the terms of the new
facility, has improved the company's covenant cushion and overall
liquidity position," continued Mr. Johnson.  S&P estimates that
the current EBITDA cushion on the new facilities for the 2.75x
maximum leverage covenant will be well over 30% by fiscal year-end
2009.  Although S&P expects annual interest expense to double to
closer to $3 million under the new credit facility, EBITDA
coverage is likely to remain well in excess of the new credit
facility's minimum 2x debt service coverage covenant.


SPECIALIZED TECHNOLOGY: S&P Raises Corp. Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Enfield,
Connecticut-based Specialized Technology Resources Inc., a wholly
owned subsidiary of STR Holdings Inc., including raising the
corporate credit rating to 'B+' from 'B'.  The rating outlook is
stable.

At the same time, S&P raised the issue-level rating on the
company's second-lien bank term loan to 'B+' (the same as the
corporate credit rating) from 'B-'.  S&P revised the recovery
rating on the second-lien bank loan to '4', indicating S&P's
expectation of average (30% to 50%) recovery in the event of a
payment default, from '5'.

"The ratings upgrade reflects STR's improvement in operating
performance in the last three quarters on a sequential basis,
primarily a result of higher demand for its services in
combination with cost-reduction efforts," said Standard & Poor's
credit analyst Andy Sookram.  The rating actions also take into
account S&P's expectation that STR's earnings growth will continue
because of increased demand for solar power panel encapsulants due
to an improving economy and better credit market conditions.  In
addition, S&P expects credit measures to improve modestly due to
the company's recent IPO of its common stock.  Pro forma for the
repayment of about $15 million (or a 5% reduction) of first-lien
debt with a portion of the proceeds from the IPO, S&P expects
adjusted debt to EBITDA to improve to 3.4x from 3.6x at Sept. 30,
2009.  Given S&P's expectation for higher earnings over the next
several quarters, S&P think the company will further improve its
credit measures, with debt to EBITDA falling to about 3x by the
end of 2010.  Likewise, S&P expects interest coverage to improve
to about 5x from the current 4x over the same time frame.

S&P expects operating performance will improve over the next few
quarters because of stronger demand for the solar business as a
result of green energy initiatives and better credit market
conditions for financing alternative energy projects.  As a
result, S&P expects STR's credit measures will be in line with the
'B+' rating, with adjusted debt to EBITDA of slightly under 3.5x
and EBITDA coverage of interest of over 4x.  S&P could raise the
ratings if operating performance improves more than S&P is
currently forecasting, which would result from stronger-than-
expected demand for the company products and services.  Given the
company's vulnerable business risk profile, this could occur if
revenues increase by approximately 15% and operating margins
increase to over 35% on a sustained basis, resulting in a debt to
EBITDA ratio of 2.5x.

While less likely in the near term, S&P could lower the rating if
STR experiences a significant decline in operating performance due
to competitive pressures, an intensified competitive environment,
or a significant change in financial policy, including
acquisitions or aggressive shareholder returns.  Specifically, a
ratings downgrade could occur if leverage increases to more than
4x-4.5x on a sustained basis.


SPRINT NEXTEL: To Let Go of Up to 2,500 Employees to Save $350MM
----------------------------------------------------------------
Sprint Nextel Corp. announced November 9 that it will take actions
in the fourth quarter of 2009 to reduce internal and external
labor costs by at least $350 million on an annualized basis. The
actions include the elimination of 2,000 to 2,500 positions within
the company. The impact on geographic locations will vary, and
many impacted positions will be eliminated by December 31, 2009.

The reduction impacts positions companywide, including those
previously announced this month in the Wholesale organization, as
well as a reduction in contractor and other outside labor. The
company is taking this action in a careful manner to ensure that
there is no impact on the improved customer experience that has
been reflected in much higher levels of satisfaction in customer
surveys and in independent performance tests. Sprint has pledged
to not waver on the company's commitment to quality service and
products.

Sprint has seen a notable reduction in calls per subscriber to
customer care and increased customer satisfaction resulting from
customer service improvements for seven sequential quarters. In
this period, the company has been able to discontinue the use of
27 call centers as call volume has decreased in the wake of
service improvements. Furthermore, the company's networks continue
to operate with current best-ever metrics and has resulted in
Sprint being named by PC World Magazine as having the most
reliable network.

The labor cost reductions are the latest action in the company's
efforts to make its cost structure more competitive in the
industry and to remain financially secure in a challenging
economic environment. At the end of the third quarter 2009, the
company had a balance of $5.9 billion in cash, cash equivalents
and short-term investments, and said that it expects to continue
to generate positive Free Cash Flow during the fourth quarter of
2009.

Sprint will provide severance benefits and outplacement services
for impacted employees. The company expects to recognize a charge
of approximately $60 million to $80 million during the fourth
quarter of 2009 for severance and related costs associated with
the reduction.

                  About Sprint Nextel Corporation

Overland Park, Kansas-based Sprint Nextel Corporation is a
communications company offering a comprehensive range of wireless
and wireline communications products and services that are
designed to meet the needs of individual consumers, businesses and
government subscribers.  Sprint Nextel is the third largest
wireless communications company in the United States based on the
number of wireless subscribers.  Sprint Nextel is also one of the
largest providers of wireline long distance services and one of
the largest carriers of Internet traffic in the nation.

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating.  Standard & Poor's Ratings Services said its rating
on Sprint Nextel (BB/Negative/--) is not affected by the company's
definitive agreement to acquire iPCS Inc.


SUNCAL COS: Buys 1,000 Lots from Kimbal Hill for $20.1 Million
--------------------------------------------------------------
SunCal Cos., owner of Marblehead development and 21 other
projects, has managed to buy bargain property from Illinois-based
developer Kimbal Hill Homes, Jeff Collins of OCregister reports .

Mr. Collins relates that SunCal paid $20.1 million for 1,100 lots
in 11 developments in Las Vegas and Henderson, Nevada.  The deal
includes 639 finished lots and 433 partially finished lots.

The purchase was an all-cash deal financed through D.E. Shaw
Group, who acted as both a lender and partner in the deal,
according to SunCal spokesman. The transaction closed escrow on
October 21, with SunCal acting through a subsidiary called Vegas
Valley KHI Acquisition, Mr. Colline notes.

                      About SunCal Companies

SunCal Companies -- http://www.suncal.com/-- has more than
250,000 residential lots and 10 million square feet of commercial
space in various stages of development throughout California,
Arizona, Nevada and New Mexico.  Some of SunCal's communities
include Amerige Heights in Fullerton, Lincoln Crossing near
Sacramento and Terra Lago and Fairway Canyon near Palm Springs.
SunCal Companies recently added an active-adult, commercial,
homebuilding, multifamily and urban divisions; and expanded to
Florida, Texas and Washington, D.C.

Irvine, California-based Palmdale Hills Property, LLC, develops
real estate property.  It filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. C. D. Calif. Case No. 08-17206).  Affiliates
who also filed separate Chapter 11 petitions include: SunCal
Beaumont Heights, LLC; SunCal Johannson Ranch, LLC; SunCal Summit
Valley, LLC; SunCal Emerald Meadows LLC; SunCal Bickford Ranch,
LLC; SunCal Communities I, LLC; SunCal Communities III, LLC; and
SJD Development Corp.

Paul J. Couchot, Esq., at Winthrop Couchot PC represents Plamdale
Hills in its restructuring effort.  The company listed assets of
$100 million to $500 million and debts of $100 million to
$500 million.


SUPERIOR BOAT WORKS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Superior Boat Works, Inc.
        P.O. Drawer 8
        Greenville, MS 38702

Bankruptcy Case No.: 09-15836

Chapter 11 Petition Date: November 6, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Judge: Neil P. Olack

Debtor's Counsel: William R. Armstrong Jr., Esq.
                  1675 Lakeland Drive, Suite 308
                  Jackson, MS 39216
                  Tel: (601) 981-9696
                  Email: warmstrong_1@bellsouth.net

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 Collins Brent, president of the
Company.


SW ACQUISITIONS: S&P Assigns Corporate Credit Rating at 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating and stable outlook to SW Acquisitions Co. Inc., a
company formed by Blackstone Capital Partners V L.P., to acquire
Busch Entertainment Corp. The rating outlook is stable.

At the same time, S&P assigned issue-level and recovery ratings to
the company's $1.175 billion of senior secured credit facilities,
consisting of a $125 million revolving credit facility due 2014
and a $1.05 billion term loan B due 2016.  S&P rated the credit
facilities 'BB+' (two notches higher than the 'BB-' corporate
credit rating on the company), with a recovery rating of '1',
indicating S&P's expectation of substantial (90% to 100%) recovery
for lenders in the event of a payment default.

Pro forma total debt was $1.45 billion as of Sept. 30, 2009.

"The 'BB-' rating reflects some geographic concentration in
EBITDA, cyclical and seasonal operating performance, and
management's plan to increase capital spending over the next two
years, which may reduce discretionary cash flow," said Standard &
Poor's credit analyst Hal Diamond.  "Busch Entertainment's
position as the second-largest U.S. theme park company and its
moderate debt leverage do not offset these factors."

Busch Entertainment owns and operates 10 parks in six metropolitan
markets.  The portfolio is a mix of regional and destination
parks, which partially insulates the company from cyclical demand
for leisure travel.  Local and nearby visitation accounts for
nearly two-thirds of attendance.  These visitors have shorter
stays and spend less that out-of-region U.S. and international
visitors.  There is some EBITDA concentration, as the five largest
parks (three SeaWorld and two Busch Garden parks) contribute
roughly 80% of total EBITDA.

Nearly half of EBITDA is derived from three parks in Orlando,
which together make the company a distant third-place player after
market leader Walt Disney World and Universal Orlando.  Disney's
dominant brand, scale, and marketing in Orlando and its success in
selling multiday passes have restricted the company's ability to
gain market share.  Still, Busch Entertainment offers a
differentiated product appealing to a diverse target audience.
The company successfully opened a new water park in 2008 adjacent
to its existing Orlando parks.

Pro forma for the transaction, including Blackstone's monitoring
fee at 1.5% of EBITDA, lease-adjusted debt to EBITDA was moderate,
at 4.3x for the 12 months ended Sept. 30, 2009.  Leverage reflects
the 6.7x EBITDA multiple paid for the company and Blackstone's
large $975 million common equity contribution.  Lease-adjusted
EBITDA coverage of interest was adequate at 3.0x.  Discretionary
cash flow for the 12 months ended Sept. 30, 2009, pro forma for
the company's interest expense, amounted to roughly one-fourth of
EBITDA, partly as a result of reduced capital spending.  S&P
expects discretionary cash flow to be moderate in 2010, in light
of the company's higher capital spending plans to develop new
rides and attractions.


TARRAGON CORP: Court Extends Plan Solicitation Until November 19
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey, in its
bridge order, extended until Nov. 19, 2009, Tarragon Corp. and its
debtor-affiliates' exclusive period to solicit acceptances to the
Chapter 11 Plan of Reorganization.

The Debtors asked for a Dec. 8, 2009, extension.  The Debtors'
exclusive right to solicit acceptances expired on Nov. 5, 2009.

The Court is set to continue hearing on the Debtors' motion on
Nov. 19, 2009.  Objections, if any are due on Nov. 12, 2009.

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.
Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.


TELKONET INC: Receives Delisting Notice From NYSE Amex
------------------------------------------------------
Telkonet, Inc., disclosed that on November 3, 2009, it received
notice from NYSE Amex, LLC that a Listing Qualifications Panel of
the Exchange's Committee on Securities had affirmed the Exchange's
Listing Qualifications Department staff's determination to delist
the Company's common stock from the Exchange.

By way of background, as previously reported in the Company's
Current Reports on Form 8-K (filed on May 21, 2009 and
September 2, 2009), the Company previously received notices from
the Exchange regarding the delisting of its common stock because
the Company was not in compliance with Section 1003(a)(iv) of the
Exchange's Company Guide in that it had sustained losses which
were so substantial in relation to its overall operations or its
existing financial resources, or its financial condition had
become so impaired that it appeared questionable, in the opinion
of the Exchange, as to whether the Company would be able to
continue operations and/or meet its obligations as they mature.

After considering the costs to the Company of compliance with the
continued listing requirements of the Exchange and other factors,
the Company determined that it was not in the best interest of the
Company and its shareholders to appeal the delisting of the
Company's securities from the Exchange and approved the voluntary
delisting of the securities.  The Company intends to file a Form
25 with the Securities and Exchange Commission and anticipates
that the delisting will be effective 10 days after the date of
filing of the Form 25.  Upon delisting from the Exchange, the
Company intends to have its common stock quoted on the OTC
Bulletin Board.

Jason Tienor, Chief Executive Officer of Telkonet, commented,
"This decision by the Exchange, while disappointing, was not
completely unexpected.  More importantly, this decision has no
effect on Telkonet's day-to-day operations.  Notwithstanding the
Exchange's decision, we remain optimistic about our business for
the longer term and will continue to focus on growing our core
business regardless of any transition from the NYSE Amex to the
OTCBB."

                          About Telkonet

Germantown, Maryland-based Telkonet Inc. --
http://www.telkonet.com/-- provides integrated, centrally-managed
energy management and Smart Grid networking solutions that improve
energy efficiency and reduce the demand for new energy generation.


TETON ENERGY: Files for Reorganization Under Chapter 11
-------------------------------------------------------
Teton Energy Corporation (Nasdaq: TEC) on November 9 announced
that it and each of its subsidiaries have filed voluntary Chapter
11 petitions and a proposed plan of reorganization under Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.

The plan of reorganization provides for the emergence of Teton
from bankruptcy as a reorganized entity, and contemplates the re-
vesting of Teton's assets in the reorganized Teton free and clear
of any liens, encumbrances or other interests, and the funding of
Teton's obligations under the plan through a transfer of its
assets pursuant to a Court approved auction process.  To
facilitate this sale, Teton has entered into an agreement with
Rise Energy Partners II, LLC, a Delaware limited liability
company, whereby Rise has agreed to fund Teton's emergence from
the reorganization proceedings.

Under the proposed plan of reorganization and agreement with Rise,
if confirmed by the Bankruptcy Court, Rise, if the highest bidder
in the auction process, will acquire 100% of the membership
interests of the reorganized Teton, which will be a limited
liability company. In exchange, Rise has agreed to contribute
$18.7 million, of which $11.7 million will be contributed in cash
and $7 million will be contributed in the form of a loan. The
funds will be used to pay off Teton's creditors.

Teton remains in possession of its assets, and will continue to
manage and operate its business and properties in the ordinary
course throughout the reorganization process while seeking
confirmation of its plan of reorganization under the jurisdiction
of the Bankruptcy Court. The Chapter 11 filing and the plan of
reorganization have been designed to protect the integrity of
Teton's operations and the value of its assets.

In addition to the filing of the Chapter 11 cases, Teton has filed
for the Bankruptcy Court's consideration several "first day"
motions on an expedited basis, concerning its employees, vendors
and other service providers in order to be able to continue to
operate normally. Generally, the Federal bankruptcy laws prohibit
a debtor from paying outstanding obligations that arose prior to
the filings under Chapter 11 of the Bankruptcy Code. These
obligations will be provided for under the direction of the
Bankruptcy Court.

The plan of reorganization is subject to confirmation by the
Bankruptcy Court and the approval of certain creditors. The
Company expects confirmation of the plan of reorganization during
January 2010.

Teton would like to inform investors that it believes it is likely
that there will be no value for its common stockholders in the
bankruptcy process. Teton does not contemplate its stockholders
receiving any recovery absent it receiving a substantially higher
and better offer for the membership interests in the reorganized
company. Stockholders of a company in chapter 11 generally receive
value only if all claims of the company's secured and unsecured
creditors are fully satisfied. In this case, the expected proceeds
from the sale are substantially less than the amount Teton's
secured and unsecured creditors are owed. Therefore, Teton's
management strongly believes all such claims will not be fully
satisfied, leading to its belief that its common stock will have
no value.

                        About Teton Energy

Teton Energy Corporation -- http://www.teton-energy.com/-- is an
independent oil and gas exploration and production company focused
on the acquisition, exploration and development of North American
properties. The Company's current operations are concentrated in
the prolific Rocky Mountain and Mid-continent regions of the U.S.
Teton has leasehold interests in the Central Kansas Uplift,
eastern Denver-Julesburg Basin in Colorado and the Big Horn Basin
in Wyoming. Teton is headquartered in Denver, Colorado.

The Company's balance sheet at June 30, 2009, showed total assets
of $60.00 million, total liabilities of $50.90 million and
stockholders' equity of about $9.10 million


TISHMAN SPEYER: Seeks Special Servicer for PCV/ST Loan
------------------------------------------------------
Fitch Ratings does not expect to take any negative rating actions
following the transfer of the Peter Cooper Village/Stuyvesant Town
(PCV/ST) loan to special servicing November 6.  The $3 billion A-
Note was transferred to CWCapital, as special servicer, due to the
sponsors' request for relief.  Details of the request for relief
by Tishman Speyer Properties, LP and Blackrock Realty are not
immediately available.

Fitch expected the transfer of the loan to special servicing as
cash flow generated by the property remains insufficient to
service the debt.  Debt service reserves are expected to be
depleted by the end of December.  Fitch downgraded U.S.
commercial mortgage backed security (CMBS) transactions
containing portions of the PCV/ST loan on Aug. 28, 2009 and
Oct. 30, 2009 based on the expected default of the loan and
Fitch's estimate of value.

Fitch believes there will be many factors involved in the
workout and ultimate recovery of the loan, including a possible
modification, potential legislative changes to rent
stabilization laws, commitment of the loan sponsors, the
remaining seven-year term of the loan, and the low loan per
unit ($267,213). (See Fitch Downgrades 3 CMBS Deals on Higher
Peter Cooper/Stuy Town Losses, Oct. 30, 2009, available at
'www.fitchratings.com'.)

Fitch will continue to monitor the workout of the loan and
adjust its modeled recognized losses as details become
available. Pieces of the $3 billion pari passu PCV/ST loan are
securitized in the following transactions:

  --WBCMT 2007-C30;

  --COBALT 2007-C2;

  --ML-CFC 2007-5;

PCV/ST comprises 56 multi-story buildings, situated on 80
acres, and includes a total of 11,227 apartments.  The loan
sponsors, Tishman Speyer Properties, LP and BlackRock Realty,
acquired the property with the intent of converting
rent-stabilized units to market rents as tenants vacated the
property; however, the conversion of units has since been
determined to be illegal by the New York State Court of
Appeals.  In addition to the $3 billion securitized balance,
there is an additional $1.5 billion of mezzanine debt held
outside the trust.


TRITON EP LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Triton EP, LLC
        15455 Dallas Parkway, Suite 600
        Addison, TX 75001

Bankruptcy Case No.: 09-37667

Chapter 11 Petition Date: November 7, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Richard G. Grant, Esq.
                  Roberts & Grant, PC
                  7018 Primrose Lane
                  Colleyville, TX 76034
                  Tel: (214) 210-2929
                  Fax: (214) 224-0198
                  Email: rgrant@robertsandgrant.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 Garry B. Smith, manager of the Company.


TRUMP ENTERTAINMENT: Plan Confirmation Hearing Set on January 20
----------------------------------------------------------------
The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey approved the disclosure statements of Trump
Entertainment Resorts Inc., et.al., and of the ad hoc group of
holders of 8-1/2% Senior Secured Notes due 2015.

The confirmation hearing will be held at 10:00 a.m. (prevailing
Eastern Time) on Jan. 20, 2010; and will be continued on
Jan. 21-22, 2010, and Jan. 26-27, 2010, if necessary.  Objections,
if any are due Jan. 11, 2010, at 5:00 p.m. (prevailing Eastern
Time.)

Replies by the Debtors or the Ad Hoc Committee to any objections
will be filed no later than 9:30 a.m. (prevailing Eastern Time) on
Jan. 19, 2010.

As reported by the TCR on Aug. 6, 2009, Trump Entertainment
Resorts Inc. filed a Chapter 11 plan built around the proposed
sale of the company to shareholder Donald Trump.  Under the
original plan, Donald J. Trump and BNAC, Inc., an affiliate of
Beal Bank Nevada, will invest $100 million cash in the newly
private company and become its owners.  The original plan provides
for a 94% recovery for Beal Bank, the secured creditor, and a wipe
out for lower ranked creditors.

The Ad Hoc Committee of Holders of the 8.5% Senior Secured Notes
Due 2015 filed a competing plan, which originally offered a
capital contribution of $175 million in new equity capital in the
form of a rights offering backstopped by certain holders of the
Senior Secured Notes.  That plan would allow second lien
noteholders and general unsecured claimants to receive their pro
rata share of (a) 5% of the common stock of the reorganized
Debtors, and (b) subscription rights to acquire 95% of the New
Common Stock.

The second lien noteholders are offering $225 million through a
rights offering while selling one of the three casinos for
$75 million to Coastal Marina LLC, a company controlled by Richard
T. Fields.  The second lien noteholders' plan would pay the first-
lien debt in full by giving them new debt plus proceeds from the
Marina sale and cash from the rights offering.  The second lien
noteholders and allowed general unsecured creditors would receive
95% of the new stock.  The participants in the $225 million rights
offering will receive 75% of the new stock while the noteholders
who will backstop the offering will receive 25% of the new stock
as backstop fee.

The Court has also set Dec. 28, 2009, at 5:00 p.m. (New York City
time) as the deadline for the actual receipt of ballots to accept
or reject the Plan.  Votes for the Plan must be delivered to:

     The Garden City Group, Inc.
     Trump Entertainment Resorts, Inc.
     P.O. Box 9000 No. 6517
     Merrick, New York 11566-9000
     Tel: (866) 396-9680

A full-text copy of the Ad Hoc Committee's Third Amended
Disclosure Statement is available for free at:

  http://bankrupt.com/misc/TrumpEntertainment_3rdAmendedDS.pdf

A full-text copy of the Ad Hoc Committee's Third Amended Joint
Plan of Reorganization is available for free at:

  http://bankrupt.com/misc/TrumpEntertainment_3rdAmendedPlan.pdf

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


UNIVERSAL AMERICAN: S&P Gives Outlook to Stable, Affirms Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Universal American Corp. and its core insurance operating
subsidiaries to stable from negative.  At the same time, S&P
affirmed all of its ratings on the companies.

"The outlook revision reflects Universal American's operating
performance through the first three quarters of 2009, which has
been in line with S&P's expectations for the current rating, as
well as its ultimately successful integration of MemberHealth
Inc.," said Standard & Poor's credit analyst Jon Reichert.

In the first three quarters of 2009, pretax GAAP operating
earnings increased 11% over the same period in 2008.  The
insurance companies also maintained capital redundancy at the 'A'
level, as measured by Standard & Poor's capital model.  Leverage
at the holding company also remains supportive of the ratings,
with financial leverage of less than 25% as of Sept. 30, 2009, and
fixed-charge coverage of more than 8x as of year-end 2008.

The 'BBB+' financial strength ratings continue to reflect
Universal American's good competitive position, very good
earnings, and strong capitalization.  The company has successfully
grown in the senior market.  But, as a result of this growth, in
conjunction with its exit from the life/annuity market, its
competitive position is now concentrated in the Medicare Advantage
and Medicare Part D lines of business.  In 2009, Universal
American began launching its Medicare Advantage preferred provider
organization products as it faces the challenge of Medicare
private fee-for-service deeming ending in 2011.


VISTEON CORP: Court Partly Approves Incentive Program
-----------------------------------------------------
Bankruptcy Judge Christopher Sontchi signed an order regarding an
amended incentive program for Visteon and Corp. and its units The
Court's order (i) denied the Debtors' request to pay up to
$8.1 million in Key Employee Incentive Plan bonuses to 12 of their
board elected officers, and (ii) approved the Debtors' request to
honor the Long-Term Incentive Plan and make payments pursuant to
that Plan of up to $3.3 million.

The Court ruled on an amended version of the Debtors' Incentive
Programs.  It consists of a KEIP and a LTIP and is a scaled-down
program as compared to the Original Incentive Program.  The
Amended Program provides for incentive payments, aggregating
$11.4 million, to 95 employees.

The Original Incentive Program was met with much opposition.
Similarly, before the entry of Court's oral ruling on the Amended
Program, the International Union, United Automobile, Aerospace
and Agricultural Implement Workers of America and Roberta A.
DeAngelis, the U.S. Trustee for Region 3, filed responses to the
Revised Incentive Program Motion.  The UAW wanted the Incentive
Program denied, while the U.S. Trustee said she does not object
to the Motion to the extent that it seeks approval of the LTIP
for non-insiders.

The UAW argued that the KEIP is a retention plan that violates
the terms of Section 503(c)(1) of the Bankruptcy Code and
asserted that the Debtors failed to establish that the Plan is
fair and reasonable, given that it lavishes bonus money on the
handful of individuals who control the Company, at a time when
the Company is seeking to eliminate all employer-provided welfare
benefits for Visteon retirees.  The UAW added that the Incentive
Motion gives no indication that the Debtors' compensation
advisor, Towers, Perrin, Forster & Crosby, Inc., performed due
diligence showing that the proposed bonuses are consistent with
current standards in the severely distressed automotive industry.

In a separate filing, IUE-CWA filed a joinder the UAW's
objection.  IUE-CWA represents approximately 2,100 retirees and
dependents who are owed medical and life insurance benefits
pursuant to the provisions of applicable collective bargaining
agreements, plan documents, and summary plan descriptions.  IUE-
CWA contended that the Incentive Plan is not justified within the
meaning of Section 503(c)(3) because (i) it fails to establish
that bonuses provide a true incentive; (ii) it limits bonuses to
a small group of top-level officers; (iii) it is not consistent
with the standards in the automotive industry; and (iv) the
Debtors have not established that they or their compensation
consultants performed due diligence in formulating the Incentive
Plan.

For her part, the U.S. Trustee maintain that while the Debtors
have reduced the proposed amount payable under the Amended
Incentive Program, the criteria for payment remain essentially
the same.  She noted that the primary change appears to be that
the Debtors removed lower level executives and rank and file
employees from the Incentive Plan so that the insiders will still
receive bonuses.  The U.S. Trustee thus averred that her
objections to the Original Program remain -- the Debtors have not
satisfied their burden to demonstrate that the KEIP payments are
not insider retention payments, that the KEIP is justified by the
circumstances of the Debtors' cases, and that the KEIP represents
necessary costs of preserving the estates.

The Debtors also had their say to the objections.  On the
Debtors' behalf, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, emphasized that
Section 503(c)(3) is not applicable because the KEIP is largely
an ordinary course program.  She reiterated that the KEIP
unequivocally incentivizes the Key Employees to work to improve
the Debtors' financial performance and expeditiously exit
bankruptcy.  She added that the cost of the KEIP is reasonable in
light of the size of the Debtors' business and that the scope of
the KEIP is fair and reasonable.  The KEIP, she noted, only
applies to those Key Employees that are necessary to achievement
of the KEIP metrics.

Ms. Jones informed the Court that to ensure that the target KEIP
awards are competitive and market-based, the Debtors performed
considerable due diligence and analyzed competitive compensation
data for the Key Employees.  Furthermore, she noted, each of the
Key Employees were chosen to participate in the KEIP after a
careful evaluation process based on whether the employee's role
is critical to accomplish the KEIP metrics.

The Debtors thus asserted that the KEIP is not only justified and
reasonable, but also critical to the successful outcome of their
Chapter 11 cases and the long-term viability of their business.

                     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 Chrysler Accommodation Pact Under Seal
----------------------------------------------------------
Visteon Corp. and its units seek the Court's authority to enter
into a customer accommodation agreement with Chrysler Group LLC,
providing for the re-sourcing and transition of certain Chrysler
lines of business; the sale of inventory, equipment, and tooling
related to those lines of business, accommodations for retained
business; and other related benefits, as well as a related access
and security agreement.

Before the Petition Date, pursuant to various purchase orders
issued by Chrysler and accepted by Visteon, Chrysler has ordered
from Visteon certain component parts, service parts and assembled
goods.

The Debtors tell the Court that they executed the Accommodation
Agreement in order to address their liquidity needs, exit lines
of business that no longer fit into their strategic business
plan, and maintain a business relationship with Chrysler with
respect to other significant lines of business.

Meanwhile, the Debtors ask the Court for permission to file under
seal an Accommodation Agreement with Chrysler Group LLC.  The
Debtors assert that the Accommodation Agreement contains certain
specific component parts pricing and program information that, if
revealed to their competitors, may give those competitors an
advantage in negotiating terms with Chrysler to the Debtors'
detriment.  Furthermore, the Debtors note, the Accommodation
Agreement itself prohibits them from publicly disclosing the
subject information.

In place of previously filed exhibit, the Debtors provide a
revised version of the redacted Accommodation Agreement with
Chrysler, a copy of which is available for free at:

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

                     Reko Tool Objects to Pact

Creditor Reko Tool & Mould, (1987) Inc., asks the Court to deny
the Debtors' Accommodation Motion until:

  (a) it is provided with full information on the tooling to be
      sold and the sale prices; and

  (b) it is paid in full amount it is owed from the Debtors
      under the purchase orders between Reko and the Debtors for
      any Reko Tooling proposed to be transferred to Chrysler
      Group LLC.

Reko relates that although the Accommodation Motion and
Accommodation Agreement do not provide specifics, it knows that
certain of its tooling sold to the Debtors and for which it
possesses continuing liens is used for the production of
component parts for Chrysler vehicles.

                     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: Seeks to Enter Chartis Insurance Program
------------------------------------------------------
Visteon Corp. and its units seek the Court's authority to enter
into an insurance program with Chartis, Inc., to provide them with
workers' compensation liability insurance, automobile liability
insurance, and commercial general liability insurance.

As part of operating their businesses, the Debtors maintain
certain insurance policies and programs.  Before the Petition
Date, the Debtors purchased an insurance program from Liberty
Mutual Insurance Company to provide insurance coverage for
workers' compensation liability, automobile liability, and
commercial liability pursuant to various insurance policies and
related documentation.  The Liberty Mutual Insurance Program
expired on October 15, 2009.

The Debtors, through their insurance broker AON Risk Services
Central, inc., thus contacted insurance companies to replace the
Liberty Mutual Program, effective October 15, 2009, for one year.
Due to the commencement of their Chapter 11 cases and the
misperception by certain insurance companies of their financial
situation, the Debtors note that many insurance companies were
unwilling to offer administrative services and insurance coverage
to them.  In fact, the Debtors note, even though AON approached
numerous insurers, the insurance broker was only able to obtain
proposals from a limited number of service providers.

Subsequently, the Debtors determined that the Chartis proposal is
the best bet they have on the table.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, tells the Court that Chartis' willingness
to enter into the Insurance Program is conditioned on the
Debtors' agreement (i) to deposit $593,000 into a pooled cash
account maintained by Chartis, and (ii) to provide an escrow
funded with $7,000 as security for all of the Debtors'
obligations to Chartis that arise between the Petition Date and
the expiration of the Insurance Program and any renewal.

Chartis agree to provide credit to the Debtors for interest
accrued for the quarter on the daily cash balances held in the
cash account, calculated at a rate equal to the three-month
United States Constant Maturity yield as of the date of deposit.
The Debtors must also pay a premium for $577,073 in order to
maintain insurance coverage under the Insurance Program.

Out of abundance of caution, Chartis is requiring that the
Debtors obtain an order of the Court authorizing their entry into
the Insurance Program on or before November 30, 2009.  As part of
that condition, Chartis is requesting the Debtors to obtain entry
of that order containing these provisions:

  (a) The Debtors are authorized and agree to execute all
      documentation reasonably necessary to enter into the Chartis
      Insurance Program.

  (b) The Debtors are authorized to enter into further renewals
      of the Chartis Insurance Program without further order of
      the Court and the order approving the Motion will govern
      those renewals.

  (c) The Debtors are authorized and directed to pay their
      obligation under the Chartis Insurance Program, including
      premium and losses, in the ordinary course of business in
      accordance with the relevant terms of the Insurance Program,
      without further order of the Court.

  (d) In the event of default by the Debtors under the Insurance
      Program, Chartis may exercise all contractual rights in
      accordance with the terms of the Insurance Program as may
      be modified by the order approving the Motion solely with
      respect to obligations of the Debtors' estates which arise
      from and after May 28, 2009, without further order of the
      Court, including without limitation, its right to:

        (i) cancel the Insurance Program;

       (ii) foreclose on the Collateral provided under the
            Insurance Program, in part or in full, in which it
            has a security interest; and

      (iii) receive and apply the unearned or returned payments
            under the Insurance Program to the Debtors'
            outstanding obligations to Chartis.

  (e) The reimbursement obligations and any other obligations
      under the Insurance Program arising on or after the
      Petition Date will be deemed administrative expenses under
      Section 503(b) of the Bankruptcy Code.

  (f) The Collateral given to Chartis on account of the
      Insurance Program and all prior payments to Chartis under
      the Insurance Program are approved; and Chartis is
      authorized to retain and use that Collateral, or any
      additional or replacement collateral or security that may
      be provided to Chartis, in accordance with the terms of
      the Insurance Program solely with respect to obligations
      of the Debtors' estates which arise from and after May 28,
      2009 until the expiration of the Insurance Program.

  (g) Chartis may adjust, settle and pay insured claims,
      utilized funds provided for that purpose, and otherwise
      carry out the terms and conditions of the Insurance
      Program without further Court order.

  (h) The Insurance Program may not be altered by any plan of
      reorganization filed in the Debtors' Chapter 11 cases,
      without the written consent of Chartis, and will survive
      any plan of reorganization filed by the Debtors.

  (i) The Debtors' rights against all Collateral held by Chartis
      on account of the Insurance Program, in whatever form,
      will be governed by the terms of the Insurance Program and
      the related security documentation, and the Debtors will
      not take any action against Chartis on account of the
      Insurance Program in the Bankruptcy Court that is
      inconsistent with the terms of that documentation,
      including, without limitation, actions for turnover or
      estimation.

                     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: To Auction Two Plants on Nov. 11 & 12
---------------------------------------------------
Visteon Corp., will auction two of its closed plants in Ohio and
Missouri on November 11 and November 12, 2009, PlasticsNews.com
reported.  Visteon has been shutting down operations including
the plants in Springfield, Ohio and Eureka, Missouri, as part of
its restructuring efforts.  According to the report, the sale
covers robots, a material handling silo system, ultrasonic
welders, tool making equipment and compressed air dryers.  The
auctions will be conducted by GoIndustry DoveBid, the report
added.

                     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)


VYTERIS INC: Inks Amendment & Waiver to Registration Rights Deal
----------------------------------------------------------------
Vyteris, Inc., reports that on October 30, 2009, the Company, as
part of its strategy to restructure its balance sheet, entered
into an Amendment and Waiver to Registration Rights Agreement
dated September 29, 2004 among Vyteris, Inc. (fka Treasure
Mountain Holdings, Inc.), Spencer Trask Ventures, Inc., Rodman &
Renshaw, LLC, and various shareholders.  Pursuant to Section 6(f)
of the Registration Rights Agreement, the terms of the Agreement,
including Section 2(b) thereof, may be amended by the holders of a
majority in interest of the holders of Registerable Securities
under the Registration Rights Agreement.

The Amendment requires the Company to compensate investors for
registration rights penalties and interest incurred of
approximately $2.6 million under Section 2(b) of the Agreement.
The Company will issue up to 1,250,000 restricted shares of its
common stock and warrants to purchase up to 1,250,000 restricted
shares of its common stock at an exercise price of $0.75 per share
with a term of up to three years in order to settle the
approximately $2.6 million of accrued liquidated damages.

On October 30, 2009, the Company issued 3,000,000 shares of its
common stock and 3,000,000 warrants to purchase its common stock
to an investor for a purchase price of $600,000 in a transaction
exempt from registration under Section 4(2) of the Securities Act
of 1933 (which means that all securities issued are restricted as
to resale unless there is a valid registration statement or an
exemption to registration available).  The warrants are
exercisable into shares of the Company's common stock at an
exercise price of $0.20 per share, and bear a term of five years
from the date of closing.  The warrants shall contain a cashless
exercise provision and contain "full ratchet" anti-dilution
provisions.  The Company paid $81,500 in fees in connection with
the private placement.

                           About Vyteris

Vyteris, Inc., holds approximately 50 U.S. patents relating to the
delivery of drugs across the skin using a mild electric current
and operates in one business segment.  The Company is pursuing
peptide and small molecule opportunities through, among other
things, drug development partnerships.

As of June 30, 2009, the Company had $1,051,443 in total assets
and $35,151,494 in total liabilities, resulting in $34,100,051 in
stockholders' deficit.

The Company said the report of the independent registered public
accounting firm relating to the audit of the Company's
consolidated financial statements for the year ended December 31,
2008, contains an explanatory paragraph expressing uncertainty
regarding the Company's ability to continue as a going concern
because of its operating losses and its continuing need for
additional capital.  The Company said failure to obtain financing
will require management to substantially curtail, if not cease,
operations, which will result in a material adverse effect on the
financial position and results of operations of the Company.


WAIGHTSTILL MOUNTAIN: Sec. 341 Meeting Set for December 16
----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of
Waightstill Mountain, LLC's creditors on December 16, 2009, at
1:00 p.m. at 1-Asheville 341 Meeting Room.

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.

Asheville, North Carolina-based Waightstill Mountain, LLC, filed
for Chapter 11 bankruptcy protection on October 29, 2009 (Bankr.
W.D. N.C. Case No. 09-11197).  Gene B. Johnson, Esq., at Johnson
Law Firm, P.A., assists the Company in its restructuring efforts.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


WELLINGTON PARK: Loan Default Prompts Chapter 11 Filing
-------------------------------------------------------
Wellington Park Pointe LLC filed for bankruptcy in U.S. Bankruptcy
Court in Tacoma to restructure a loan from Regal Financial Bank of
Seattle, Warren Kagarise of Issaquah press.com.

The company, Mr. Kagarise relates, failed to make payments on a
loan from the bank and defaulted $12 million in June.  The company
held $29 million in assets, but owes about $15 million, he notes.

The filing halted a foreclosure auction of the company's Tiger
Mountain land at the King County Administration Building, Mr.
Kagarise says.

Wellington Park Pointe LLC is a real estate developer.


* Tennenbaum Capital Closes $330 Million DIP Financing Fund
-----------------------------------------------------------
Tennenbaum Capital Partners, LLC, a private investment firm with
extensive experience in distressed investing, announced the second
closing of Tennenbaum DIP Opportunity Fund, LLC, an over $330
million fund focused on debtor-in-possession financing.

"With the closing of this Fund, the first of our funds to
exclusively focus on DIP financing, TCP will be able to assist
companies severely affected by this downturn," said Howard
Levkowitz, Managing Partner of TCP. "TCP will partner with
management teams and other parties to provide loans to enable
debtors sufficient time to reorganize properly." The Fund will
lead, structure, agent and participate in DIPs and DIP
refinancings, using TCP's unique experience with distressed
investing to guide debtors through their restructurings.

Debtor-in-possession financing, or DIP financing, is a special
form of financing provided to assist companies under Chapter 11
bankruptcy protection. DIP financing is generally senior to other
debt, equity, and any other securities issued by a company. DIP
loans are generally put into place at the beginning of bankruptcy
cases to provide immediate cash as well as ongoing working capital
to allow a company to reorganize. DIP financing assists companies
by restoring vendor and customer confidence in the company's
ability to maintain its liquidity.

The Fund targets DIP loans of a minimum $10 million. TCP has
extensive experience working with companies in energy and power,
manufacturing, media and business services, retail and consumer
services, real estate, technology, telecom, and transportation,
but will consider loans in all industries.

"This new DIP fund, comprised primarily of large institutional
investors, puts us among the handful of firms that are willing and
able to provide DIP financing," said David Hollander, a Partner
with TCP. "In the recent past, companies who otherwise would have
been able to reorganize in Chapter 11 have instead had to
restructure before they have time to reorganize properly or
liquidate due to a lack of available financing. DIP Financing is
an unprecedented market opportunity."

"TCP has deep experience not only in DIP financing, but also other
forms of distressed investing, and over the years has shown the
flexibility to invest up and down the capital structure. This Fund
builds on TCP's history of providing financing in complicated
situations or when financing is in short supply to help distressed
companies emerge from difficult circumstances and achieve future
success," Mr. Hollander continued.

                 About Tennenbaum Capital Partners

Tennenbaum Capital Partners(TM) --
http://www.tennenbaumcapital.com/-- is a Santa Monica,
California-based private investment firm. The firm's investment
strategy is grounded in a long-term, value approach, and it
assists -- both financially and operationally -- transitional
middle market companies in such industries as technology,
healthcare, energy, aerospace, business services, retail and
general manufacturing. TCP's core strengths include in-depth
knowledge of equity and debt financing vehicles in the public and
private markets, as well as a thorough understanding of special
situations. These situations may include legal, operational or
financial challenges; turnarounds, restructurings and
bankruptcies; corporate divestitures and buyouts; and complex
ownership changes.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                            Total
                                           Share-     Total
                               Total     holders'   Working
                               Assets      Equity   Capital
   Company        Ticker    ($ in MM)   ($ in MM) ($ in MM)
   -------        ------    ---------   --------- ---------
AUTOZONE INC      AZO US        5,318        (433)     (145)
DUN & BRADSTREET  DNB US        1,600        (720)     (182)
BOEING CO-CED     BA AR        58,667        (877)   (1,822)
CLOROX CO         CLX US        4,598         (47)     (665)
BOEING CO         BA US        58,667        (877)   (1,822)
MEAD JOHNSON-A    MJN US        1,964        (698)      502
BOARDWALK REAL E  BEI-U CN      2,377         (22)      N/A
BOARDWALK REAL E  BOWFF US      2,377         (22)      N/A
NAVISTAR INTL     NAV US        9,384      (1,294)      180
BOEING CO         BAB BB       58,667        (877)   (1,822)
TAUBMAN CENTERS   TCO US        2,607        (467)      N/A
CHOICE HOTELS     CHH US          353        (133)      (13)
UNISYS CORP       UIS US        2,741      (1,146)      187
WEIGHT WATCHERS   WTW US        1,086        (791)     (310)
LINEAR TECH CORP  LLTC US       1,466        (164)      993
CABLEVISION SYS   CVC US       10,128      (5,193)     (112)
IPCS INC          IPCS US         559         (33)       72
MOODY'S CORP      MCO US        1,874        (648)     (306)
WR GRACE & CO     GRA US        3,937        (312)    1,095
IMS HEALTH INC    RX US         2,111         (43)      231
AFFYMAX INC       AFFY US         145          (3)        7
TALECRIS BIOTHER  TLCR US       1,337         (38)      657
PETROALGAE INC    PALG US           7         (33)      (17)
DISH NETWORK-A    DISH US       7,266      (1,520)     (240)
HEALTHSOUTH CORP  HLS US        1,754        (535)       36
OVERSTOCK.COM     OSTK US         144          (3)       34
SUCCESSFACTORS I  SFSF US         181          (3)        3
THERAVANCE        THRX US         183        (175)      124
NATIONAL CINEMED  NCMI US         604        (500)       91
TENNECO INC       TEN US        2,940        (217)      233
VENOCO INC        VQ US           715        (169)      (13)
JUST ENERGY INCO  JE-U CN       1,378        (350)     (392)
INTERMUNE INC     ITMN US         157         (83)      108
OCH-ZIFF CAPIT-A  OZM US        1,976         (88)      N/A
REGAL ENTERTAI-A  RGC US        2,647        (228)      (40)
CHENIERE ENERGY   CQP US        1,921        (436)       28
PALM INC          PALM US         794        (454)     (269)
REVLON INC-A      REV US          802      (1,043)      105
KNOLOGY INC       KNOL US         644         (42)       21
CARDTRONICS INC   CATM US         457          (8)      (42)
SANDRIDGE ENERGY  SD US         2,311        (191)        1
WORLD COLOR PRES  WC CN         2,641      (1,736)      479
SONIC CORP        SONC US         849          (4)       85
BLOUNT INTL       BLT US          488         (22)      165
UNITED RENTALS    URI US        3,895         (18)      312
WORLD COLOR PRES  WC/U CN       2,641      (1,736)      479
TALBOTS INC       TLB US          856        (207)      (25)
CENTENNIAL COMM   CYCL US       1,481        (926)      (52)
SEMGROUP ENERGY   SGLP US         315        (132)      (12)
AFC ENTERPRISES   AFCE US         143         (27)       13
PDL BIOPHARMA IN  PDLI US         218        (307)      140
ARVINMERITOR INC  ARM US        2,627        (846)        3
EXTENDICARE REAL  EXE-U CN      1,655         (38)      126
FORD MOTOR CO     F US        205,896      (7,270)   17,755
CENVEO INC        CVO US        1,460        (231)      186
SALLY BEAUTY HOL  SBH US        1,465        (645)      420
DOMINO'S PIZZA    DPZ US          444      (1,350)      107
DEXCOM            DXCM US          54          (9)       26
INCYTE CORP       INCY US         473        (199)      358
AMER AXLE & MFG   AXL US        1,953        (740)       33
SIGA TECH INC     SIGA US           8         (13)       (5)
UAL CORP          UAUA US      18,347      (2,645)   (2,111)
JAZZ PHARMACEUTI  JAZZ US         102         (82)       (9)
EXELIXIS INC      EXEL US         421        (143)       92
PROTECTION ONE    PONE US         632         (82)        8
OSIRIS THERAPEUT  OSIR US         111          (3)       49
ACCO BRANDS CORP  ABD US        1,078        (103)      217
WARNER MUSIC GRO  WMG US        3,989        (142)     (680)
EPICEPT CORP      EPCT SS          16          (3)        8
MANNKIND CORP     MNKD US         289          (2)       35
ZYMOGENETICS INC  ZGEN US         243         (22)       59
AMR CORP          AMR US       25,754      (2,859)   (1,448)
SELECT COMFORT C  SCSS US          82         (39)      (69)
NYMOX PHARMACEUT  NYMX US           1          (1)       (0)
CELLDEX THERAPEU  CLDX US          48          (2)       14
BIOTIME INC       BTIM US           6          (1)        0
LIN TV CORP-CL A  TVL US          773        (188)        7
MEDIACOM COMM-A   MCCC US       3,722        (435)     (254)
FORD MOTOR CO     F BB        205,896      (7,270)   17,755
ISTA PHARMACEUTI  ISTA US          85         (78)       25
EASTMAN KODAK     EK US         7,483        (651)      935
HOVNANIAN ENT-A   HOV US        2,285         (74)    1,525
STEREOTAXIS INC   STXS US          40         (15)        1
SINCLAIR BROAD-A  SBGI US       1,606        (149)     (342)
VIRGIN MOBILE-A   VM US           321        (257)     (126)
QWEST COMMUNICAT  Q US         20,225      (1,031)      766
DYAX CORP         DYAX US          52         (49)       24
US AIRWAYS GROUP  LCC US        7,744        (260)     (552)
GLG PARTNERS-UTS  GLG/U US        467        (277)      168



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Howard C. Tolentino, Joseph Medel C. Martirez, Denise Marie
Varquez, Philline Reluya, 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.

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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $775 for 6 months delivered via e-
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are $25 each.  For subscription information, contact Christopher
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                  *** End of Transmission **