TCR_Public/091112.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 12, 2009, Vol. 13, No. 313

                            Headlines

174 STREET LLC: Case Summary & 2 Largest Unsecured Creditors
3900 LLC: Court Converts Case to Chapter 7 Liquidation
ABITIBIBOWATER INC: ACI Amends US$100MM DIP Facility
ABITIBIBOWATER INC: ACI Proposes US$1230MM From Nova Scotia
ABITIBIBOWATER INC: Seeks New European Sale Structure

ABITIBIBOWATER INC: Wants to Execute $250MM ABH Note Repayments
ADVANCE FOOD: Moody's Gives Stable Outlook, Raises Rating to 'Ba3'
ADVANTA CORP: Net Loss Widens to $76,485,000 in Q3 2009
AIRPORT INN: Case Summary & 13 Largest Unsecured Creditors
AIRTRAN HOLDINGS: Moody's Raises Ratings on Senior Notes to 'Caa3'

AMERICAN INT'L: CEO Benmosche Won't Step Down
AMERICAN IRONHORSE: Wants to Sell Intellectual Property Assets
AMR CORP: Working with TPG on Possible Investment in JAL
ANTERO RESOURCES: Moody's Assigns 'Caa1' Rating on $350 Mil. Notes
ANTHRACITE CAPITAL: Going Concern Doubt Raised; In Lender Talks

APPLIED MATERIALS: To Slash Up to 12% of Jobs Within 18 Mos.
ASARCO LLC: To Sell Polluted NJ Property For $1
ASSOCIATED ESTATES: S&P Gives Positive Outlook, Keeps 'B+' Rating
AVIZA TECHNOLOGY: Cash Collateral Hearing Set for November 18
BACHRACH ACQUISITION: Pursues Plan Exclusivity Until Dec. 4

BARZEL INDUSTRIES: U.S. Trustee Objects to Creditors' Settlement
BEAR STEARNS: Liquidators File 2nd Complaint vs. Cohen, et al.
BEAR STEARNS: SEC Distributes $267 Mil. to Funds Hurt by Collapse
BEAR STEARNS: Bruce Sherman Sues Former Top Executives
BELLUS HEALTH: Net Loss Down to $5.84-Mil; Has Going Concern Doubt

BERNARD MADOFF: Optimal's Echeverria Charged with Mismanagement
BERNARD MADOFF: Trustee Talking Settlement with Picower Widow
BIG SKY FARMS INC: Chapter 15 Case Summary
BIGLER LP: Asks Court Approval to Hire BMC as Claims Agent
BIGLER LP: Wants King & Spalding as Bankruptcy Counsel

BIGLER LP: Schedules Filing Deadline Extended Until January 13
BIGLER LP: Wants H. Malcolm Lovett as Chief Restructuring Officer
BON SECOUR: Sec. 341 Meeting Set for December 8
BON SECOUR: List of Six Largest Unsecured Creditors
B.O.S. BETTER: Posts $2.7-Mil. Q3 Net Loss; In Waiver Talks

CANWEST GLOBAL: CEP Offers Itself as Union Members Representative
CANWEST GLOBAL: Submits List of Creditors to Canada Court
CANWEST GLOBAL: CEP Union Asks for Bar Date Extension
CANWEST GLOBAL: CEP Union Asks for Lift Stay for Arbitration
CANWEST GLOBAL: Goldman Wants to Void 441's Shares Transfer

CANWEST GLOBAL: Monitor Reports on CCAA Updates
CARE FOUNDATION: Wants Solicitation Period Extended Until March 20
CAUDELL-WHITE: Case Summary & 3 Largest Unsecured Creditors
CHRYSLER LLC: Agrees to Stay Relief for Mady Dispute Ruling
CHRYSLER LLC: Committee Says Daimler Probe Fees Should be Approved

CHRYSLER LLC: Stipulation Amending Master Transaction Pact
CHRYSLER LLC: Stipulation Settling NC-M Chassis Disputes
CIT GROUP: Gets Interim Nod for Deal on Status Quo of JPM Facility
CIT GROUP: Gets Nod for Kurtzman Hiring as Claims Agent
CIT GROUP: Hearing on Injunction vs. Railcar Lessors Nov. 13

CITIGROUP INC: Reports Stake in China MediaExpress, et al.
CITIGROUP INC: To Issue 3 Series of Notes; Files Docs with SEC
CLEARWIRE COMMUNICATIONS: S&P Puts 'B+' Rating on $1.45 Bil. Notes
CLOUD PEAK: S&P Assigns Corporate Credit Rating at 'BB-'
COHARIE HOG FARM: To Liquidate Assets, Cut 170 Jobs

CONSECO INC: Files Amendment No. 3 to 3.5% Debentures Tender Offer
EDGE PETROLEUM: Plan Confirmation Scheduled for Dec. 11
EMMIS COMMUNICATIONS: Luther King Capital Discloses 10.4% Stake
ERICKSON RETIREMENT: Gets Nod to Access $5MM of DIP Financing
ERICKSON RETIREMENT: Has Nod for Redwood-Led Auction on Dec. 22

ERICKSON RETIREMENT: Has Nod to Escrow Initial Entrance Deposits
ESCADA AG: Insolvency Proceedings in Germany Opened Nov. 1
ESCADA AG: Ordinary Course Professionals Motion Denied
ESCADA AG: Sells Primera Brands to Endurance Capital
FANNIE MAE: Reviews Impact of Aborted Sale of Tax Credits

FINAL ANALYSIS: Settlements Fell Outside Range of Reason
FONTAINEBLEAU LAS VEGAS: Bank Suit Set for Trial in August 2011
FORD MOTOR: October 2009 European Sales Climb 13%
FOURTH QUARTER PROPERTIES: Taps Stone & Baxter as Bankr. Counsel
FRED LEIGHTON: Court Confirms Chapter 11 Plan Proposed by Merrill

FREEDOM COMMUNICATIONS: Has Dec. 17 Disclosure Hearing
FREEDOM COMMUNICATIONS: Creditors Seek Alternative Plan Proposals
FREMONT GENERAL: Files Revised Reorganization Plan
FRONTIER AIRLINES: Judge Drain Enters Post-Confirmation Order
FRONTIER AIRLINES: Notice of Initial Distribution Under Plan

FRONTIER AIRLINES: Seeks Final Decree Closing 2 Cases
GAINEY CORP: Auction Protocol Amended to Accommodate Highland Bid
GEMCRAFT HOMES: Economic Downturn Blamed for Chapter 11 Filing
GENERAL GROWTH: Discloses $117.8 Mil. Net Loss for Q3
GENERAL GROWTH: Proposes Employee Incentive Programs

GENERAL GROWTH: Wants to Set Up Claims Objection Procedures
GLOBAL CONTAINER: Case Summary & 20 Largest Unsecured Creditors
GRAY TELEVISION: Posts $5.5MM Q3 Net Loss; May Breach Covenant
GREEKTOWN HOLDINGS: Conway MacKenzie Bills $844,000 for June-Aug.
GSCP LP: Moody's Downgrades Senior Debt Rating to 'C' From 'Ca'

HAWAIIAN TELCOM: Kirkland's $1.46 Mil. for April-June Approved
HERBST GAMING: Confirms Reduction of Workforce
HOCKINGS CORPORATION: Case Summary & 2 Largest Unsecured Creditors
INFOLOGIX INC: Exempted From NASDAQ's Stockholder Approval Rules
INTELSAT LTD: Paid $100 Million Under Contract with Sea Launch

INTELSAT LTD: Posts $94,784,000 Net Loss for Q3 2009
INTERMET CORP: Unit to Shutdown Plan and Lay off Workers
JMR HOLDINGS: Case Summary & 4 Largest Unsecured Creditors
JARDEN CORPORATION: Moody's Gives Pos. Outlook, Puts 'Ba2' Rating
JOHNSONDIVERSEY INC: Moody's Puts 'Ba2' Rating on $1.25 Bil. Notes

JOHNSONDIVERSEY HOLDINGS: S&P Raises Corp. Credit Ratings to 'B+'
KINGSLEY CAPITAL: Court Confirms Amended Reorganization Plan
LANDAMERICA FINANCIAL: Objections Pour in to Chapter 11 Plan
LEAP WIRELESS: Goldman Sachs & Wellington Disclose Equity Stake
LEAP WIRELESS: Unveils Exchange Offer for 7.75% Sr. Secured Notes

LEAR CORP: S&P Assigns Corporate Credit Rating at 'B'
LEAR CORP: ASM Capital Buys Claims
LEAR CORP: Enters Into Warrant Agreement With Mellon Investor
LEAR CORP: Issues 5 Mil. Shares Under Incentive Plan
LEHMAN BROTHERS: Perpetual Trustee Prevails in Court of Appeals

LIFT-TECH ELEVATOR: Case Summary & 20 Largest Unsecured Creditors
LIMITED BRANDS: S&P Downgrades Ratings on Unsecured Notes to 'BB-'
MAGNA ENTERTAINMENT: Negotiating With Stalking Horse for Pimlico
MAGUIRE PROPERTIES: Says Calif. Budget Woes May Impact Financials
MANUEL VEGA: Case Summary & 20 Largest Unsecured Creditors

MARANI BRANDS: Amends Q3 FY2009 Report; Posts Net Loss of $672,000
METCALF PAVING: Wants to Use $100,000 from Jayjet Transportation
NETBANK INC: Estate Supervisor Balks at Exec. Bid for $1.2M
NORTEL NETWORKS: ASM Capital, et al., Buy Claims
NORTEL NETWORKS: Belden Proposes Lift Stay to Set Off Claim

NORTEL NETWORKS: CCAA Units' Forecast for October to December
NUTRACEA: Files for Protection Under Chapter 11
NUTRACEA: Case Summary & 20 Largest Unsecured Creditors
ORBIT INT'L: Q3 Net Income Up 48.8%; Seeks Waiver From Lender
OSCIENT PHARMACEUTICALS: Plan Exclusivity Extended Until Dec. 10

OTTER TAIL: Wants Mackall Crounse as Bankruptcy Counsel
OTTER TAIL: Taps Fredrikson & Byron as Special Counsel
PANOLAM INDUSTRIES: Moody's Withdraws 'Ca' Corporate Family Rating
PATRICK HACKETTS: Files for Chapter 11 After Gouverneur Store Shut
PHILADELPHIA NEWSPAPERS: Dist. Court Reverses Credit Bidding Order

PILGRIM'S PRIDE: To Sell Dalton, Georgia Truck Stop
POLYONE CORPORATION: S&P Affirms 'B1' Corporate Family Rating
PRIMEDIA INC: Posts $7.6MM Net Loss for 9 Mos. Ended Sept. 30
PSS WORLD: S&P Raises Corporate Credit Rating to 'BB+'
QUARRY POND: Sec. 341 Meeting Set for December 1

RATHGIBSON INC: Wants Plan Filing Extended Until February 23
RATHGIBSON INC: To Modify Plan for Better Tax Treatment
RED HAT: S&P Raises Corporate Credit Rating to 'BB+'
RENOVA ENERGY: Contractors Wants Tax Bill Deferred Until Next Year
RENT-A-CENTER INC: S&P Affirms 'BB' Corporate Credit Rating

REVLON INC: Lenders Permit RCPC Unit to Conduct Refinancing
REVLON INC: Unit Commences Tender Offer for 9-1/2% Senior Notes
REVLON INC: FMR LLC Unloads Equity Stake
RIVIERA HOLDINGS: Continues Lender Talks; Warns of Bankruptcy
ROLF PAPKE: Case Summary & 6 Largest Unsecured Creditors

ROTHSTEIN ROSENFELDT: Creditors Send Firm to Bankruptcy
RURAL/METRO OPERATING: Moody's Affirms 'Ba3' Rating on Loans
RURAL/METRO CORP: S&P Updates CreditWatch Listing on Refinancing
SANDRA ANN READ: Case Summary & 20 Largest Unsecured Creditors
SCOTT ROTHSTEIN: Has Involuntary Bankr. Petition from Investors

SEA LAUNCH: Intelsat Discloses Paying $100 Million Under Contract
SERVICIOS CORPORATIVOS: Solicits Consents From Senior Noteholders
SILICON GRAPHICS: Wins Confirmation of Chapter 11 Plan
SOUTHEAST TELEPHONE: Gets Final OK to Access CTB Cash Collateral
SPRINGBOARD GROUP: Moody's Affirms 'B2' Corporate Family Rating

SUNRISE SENIOR: Posts $44.4 Million Third Quarter 2009 Net Loss
SWIFT ENERGY: Moody's Assigns 'B3' Rating on $200 Mil. Notes
SWIFT ENERGY: S&P Assigns 'BB-' Rating on $200 Mil. Senior Notes
SYNUTRA INT'L: Posts $14MM Fiscal Qtr. Loss; Seeks ABN AMRO Waiver
TAYLOR BEAN: To Test Selene's $133.2MM Bid at Dec. 11 Auction

TNS INC: Moody's Upgrades Corporate Family Rating to 'Ba3'
TOYS "R" US: FY 2009 Q2 Comparable Store Net Sales Lower by 6.8%
TOYS "R" US: Unit to Issue $725-Mil. of Sr. Secured Notes Due 2017
TRONOX INC: Shareholders Want to File Bankruptcy Plan
UNISYS CORP: MMI Investments Discloses 4.73% Equity Stake

VENTANA HILLS ASSOCIATES: Sec. 341 Meeting Set for December 8
VENTANA HILLS ASSOCIATES: List of 47 Largest Unsecured Creditors
VENTANA HILLS PHASE II: List of 48 Largest Unsecured Creditors
VERASUN ENERGY: Former Executives Face Class Action Suit
VISTEON CORP: PBGC, Unsecured Committee Object to DIP Financing

WHITE ENERGY: Must Pay $1.7 Million to Hale County
WHOLE FOODS: Moody's Gives Stable Outlook; Affirms 'Ba3' Ratings
WILKES BASHFORD: Files for Bankruptcy After Closing Two Shops
WILLIAM CARTER: Moody's Reviews 'Ba2' Corporate Family Rating
WILLIAM LYON HOMES: Reports $11,637,000 Net Loss for Q3 2009

* Nine U.S. States Face Budget Crisis, Pew Center Says
* Prepackaged Bankruptcies Climbing, Have Offered More Recovery

* Va. Atty. General William Mims to Join Hunton & Williams
* Seasoned Restructuring Executives Launch Eaglepoint Advisors

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                            *********

174 STREET LLC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 174 Street LLC
        1556 East 8 Street
        Brooklyn, NY 11230

Bankruptcy Case No.: 09-49958

Chapter 11 Petition Date: November 10, 2009

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

Judge: Elizabeth S. Stong

Debtor's Counsel: Martin Wolf, Esq.
                  Wolf & Associates, PLLC
                  2075 86th Street, Suite 201
                  Brooklyn, NY 11214
                  Tel: (212) 608-1660
                  Fax: (212) 228-5607
                  Email: mwolflaw@yahoo.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
2 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/nysb09-49958.pdf

The petition was signed by Steven Kaufman, managing member of the
Company.


3900 LLC: Court Converts Case to Chapter 7 Liquidation
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved the
conversion of the Chapter 11 case of 3900, LLC, to a Chapter 7
case.  The Court authorized the conversion after no party-in-
interest filed an objection to the conversion.

Based in Las Vegas, 3900, LLC, also known as Michael's Plaza, owns
and operates a shopping center in Tempe, Arizona.  Revenue
consists of rental income and common area maintenance charges paid
by tenants in the shopping center.

The company filed for Chapter 11 relief on October 17, 2008
(Bankr. D. Nev. 08-22163).  Matthew L. Johnson, Esq., at Matthew
L. Johnson & Associates, P.C., represents the Debtor as counsel.
In its schedules, 3900, LLC, listed total assets of $18,142,411,
and total debts of $10,086,336.


ABITIBIBOWATER INC: ACI Amends US$100MM DIP Facility
----------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission dated November 5, 2009, AbitibiBowater Inc. reported
that its subsidiaries, Abitibi-Consolidated Inc. and Donohue
Corp., entered into an amendment to the US$100 million
superpriority senior secured debtor-in-possession credit facility
dated May 6, 2009, among ACI and Donohue, as borrowers, Bank of
Montreal, as lender, and the Subsidiary Guarantors.  The ACI DIP
Facility is guaranteed by Investissement Quebec, as sponsor.

The material amendments to the ACI DIP Facility hinge on the sale
of Abitibi Consolidated Company of Canada's 60% indirect interest
in the 335-megawatt McCormick Hydroelectric facility, owned and
operated by Manicouagan Power Company in Quebec, to a joint
venture formed by Hydro-Quebec and Alcoa Inc.  The Sale was
approved on September 29, 2009, by Honorable Mr. Justice Clement
Gascon, J.S.C., of the Superior Court Commercial Division for the
District of Montreal in Quebec, Montreal, Canada.

Under the MPCo Transaction, ACCC will cause all of the assets and
liabilities of MPCo to be transferred to a newly formed Quebec
limited partnership or the "New LP."  An Unlimited Liability
Company will be formed and will be the general partner of New LP.
The Unlimited Liability Company will hold a 0.001 % interest in
the New LP, while ACCC will hold the remaining 99.999% interest
in the New LP.

The ACI DIP Facility Amendments, which was approved by Mr.
Justice Gascon on October 30, 2009, are:

  (1) The "Availability" section of the Letter Loan Agreement is
      modified and replaced with this provision:

       "Subject to the satisfaction of the Initial Availability
       Conditions (as set forth below), the DIP Facility shall
       be available to the Borrowers, up to but excluding the
       earliest of December 15, 2009 or the closing of the sale
       (the "MPCO Transaction") of ACCC's indirect interest in
       the Manicouagan Power Company (the "Expected Repayment
       Date"), by way of multiple borrowings; provided that the
       aggregate amount of Loans made to Donohue shall not
       exceed US$10 million."

  (2) The "Term and Termination" section of the Letter Loan
      Agreement is modified to set the Maturity Date as June 15,
      2010.

  (3) The "Mandatory Prepayments" section the Letter Loan
      Agreement is modified and replaced with this language:

       "(iv) any direct or indirect sale of the Borrower's
       interest in the assets of the Manicouagan Power Company.
       Following the closing of the MPCO Transaction, the
       Borrower will not be entitled to draw on the DIP
       Facility."

  (4) The terms of the "Structuring Fee" section of the Letter
      Loan Agreement is replaced with this language:

       "(iii) 1% of the Commitment Amount if any Obligations are
       still outstanding hereunder as of November 1, 2009."

  (5) The "Specified Events of Default" section of the Letter
      Loan Agreement is modified to include this provision:

       "(vi) The failure of the Borrowers to repay the DIP
       Facility on or before the earlier of (i) December 15,
       2009 and (ii) the closing of the MPCO Transaction."

In connection with the amendment to the Abitibi DIP Facility, ACI
and Donohue also entered into an amendment to Investissement
Quebec's Offer to Guarantee the Abitibi DIP Facility dated May 6,
2009, to extend its term on a consistent basis.

A full-text copy of the Amending Agreement relating to the ACI
DIP Facility is available for free at:

               http://ResearchArchives.com/t/s?488a

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: ACI Proposes US$1230MM From Nova Scotia
-----------------------------------------------------------
Abitibi-Consolidated Inc. and certain of its Canadian-based
affiliates under Canada's Companies' Creditors Arrangement Act
ask Mr. Justice Clement Gascon to authorize ACI and Abitibi-
Consolidated Company of Canada to borrow up to C$230 million from
3239432 Nova Scotia Company, an unlimited liability company,
under a superpriority secured debtor-in-possession credit
facility.

The ULC DIP Loan will be extended by ULC to ACI or ACCC using a
portion of the proceeds of the sale of ACC's 30% indirect
interest in a 335-megawatt McCormick Hydroelectric facility owned
and operated by Manicouagan Power Company in Quebec or the MPCo
Transaction.  With the Court's consent, ACCC's interest in the
Power Plant will be sold to a joint venture formed by Hydro-
Quebec and Alcoa Inc.

The Implementation Agreement pursuant to the MPCo Sale provides
that the ULC DIP Facility is a "Permitted Investment," which will
be made available to ACI or ACCC on terms and conditions
reasonably satisfactory to Alcoa.

It is anticipated that the entire C$230 million commitment will
be take down in a single initial draw.

In addition, the proposed ULC DIP Facility will be free of
interests and any fees.  The CCAA Applicants though are proposed
to pay for the reasonable expenses of ULC and Alcoa in relation
to the ULC DIP Facility.  The payment of interest by ACI or ACCC,
as borrowers, would create taxable revenue in ULC, a special
purpose subsidiary with no tax shelter of its own, and would thus
be to the disadvantage of all stakeholders.

According to the CCAA Applicants, Donohue Corp. will not be a
borrower under the ULC DIP Facility and as a result, no
superpriority charge will be granted in respect of the assets
held by the Donohue Group.

The CCAA Applicants emphasize that with the repayment of the ACI
DIP Facility from the MPCo Transaction proceeds, the MPCo
Transaction would actually result in a loss of liquidity and
working capital unless further replacement DIP financing was
obtained.

Moreover, the CCAA Applicants aver that they require additional
DIP financing during the pendency of the CCAA Proceedings to:

  -- replace the liquidity which will be lost upon repayment
     of the existing ACI DIP Facility upon completion of the
     MPCo Transaction;

  -- provide sufficient liquidity for normal working capital
     purposes, including capital expenditures and restructuring
     expenses;

  -- provide liquidity for any unforeseen liquidity
     requirements;

  -- fund increases in inventory levels and meet the anticipated
     recovery in demand; and

  -- continue demonstrating to customers and suppliers that the
     ACI Group will meet its obligations during the pendency of
     the CCAA Proceedings and continue progress made in re-
     establishing more normalized trade credit terms.

                   Distribution of Notes

The CCAA Applicants also seek permission from the Canadian Court
for distributions to US Bank, National Association, as Indenture
Trustee and Collateral Trustee of the Senior Notes, of up to
$200 million upon completion of the sale of Manicouagan Power
Company in Quebec and the ULC DIP Agreement.

The proposed distribution of the Senior Secured Notes will
substantially reduce the interest cost to the CCAA Applicants.

"As the Notes carry an interest rate of 13.75% per year -- a
further 2% per year being claimed but remaining in dispute --
repayment of $200 million to the Senior Secured Notes at this
time will result in savings to the Petitioners of interest which
would otherwise have to be repaid upon emergence from CCAA
proceedings of approximately $2.29 million per month or
$27.4 million per year," according to the CCAA Applicants.  "The
Savings are even more favorable when compared to the zero percent
interest rate cost of borrowing under the proposed ULC DIP."

          Monitor Reports on Progress of MPCo Sale,
          Recommends Approval of ULC DIP Facility

In its 19th progress report, Ernst & Young, Inc., the Court-
appointed monitor in the Canadian proceedings of the CCAA
Applicants, apprised Mr. Justice Gascon of the status of the MPCo
Sale.

According to E&Y Vice President Alex Morrison, parties to the
MPCo Sale agreed to use reasonable commercial efforts to close
the Transactions on or before October 15, 2009.   However, the
Monitor has recently been advised by the Applicants and Hydro-
Quebec that the Proposed Transactions are now not expected to
close until the latter part of November or early December 2009
and pursuant to an extension from Investissement Quebec to
December 15, 2009 for the repayment of the ACI DIP Facility.

The Monitor elaborated that the closing of the MPCo Transactions
have been delayed due to its complex nature, the outstanding
governmental approval for the Sale and transfer of private
network hydroelectric facilities required by the Regie de I'
Energie, and the need to address a number of outstanding issues
relating to the closing of the Proposed Transactions, which
include:

  (i) the negotiation of the definitive acquisition agreement
      by and among ACI, ACCC and Hydro-Quebec;

(ii) the receipt of certain regulatory approvals in connection
      with the Proposed Transactions;

(iii) Hydro-Quebec requires that a new collective bargaining
      agreement be  in place with MPCo's employees at closing;
      and

(iv) the negotiations with respect to a new power purchase
      agreement for the Company's Baie-Comeau Mill.

With respect to the Proposed ULC DIP Facility, the Monitor
recognized that the Abitibi Group will require the new ULC DIP
Facility to ensure that it has sufficient liquidity to complete
its restructuring under its CCAA Proceedings.  Nevertheless, the
Monitor noted that not all of the incremental ULC DIP Facility
liquidity may be required immediately.  Accordingly, the Monitor
recommends approval of the Proposed ULC DIP Facility.

The Monitor also supports the Abitibi Group's request to increase
the ACI DIP Charge by the aggregate amount of C$230 million in
favor of the ULC DIP Lender provided that the increased amount of
the ACI DIP Charge will be subordinated to any and all rights in
favor of the Senior Secured Noteholders, the ACCC Term Lenders
and the Lien Holders, pursuant to the MPCo Sale.

A full-text copy of E&Y's 19th Monitor's Report is available at
no charge at:

         http://bankrupt.com/misc/CCAA_19thMonitorReport.pdf

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Seeks New European Sale Structure
-----------------------------------------------------
Pursuant to the terms of a First Amended and Restated Paper
Supply Agreement, dated as of January 1, 2001, Abitibi-
Consolidated, Inc. contracts with Bridgewater Paper Company
Limited or its subsidiaries to effect the sale of products
produced by the ACI Group to its European clients.

Pursuant to the Current European Sale Structure, the ACI Group's
products are sold by BPCL to customers in the U.K. and for the
rest of Europe, with BPCL taking legal title in these products
before they are sold.  The receivables of BPCL generated by the
Current Structure are collected in BPCL bank accounts with
Citibank, N.A., situated in European countries and then
concentrated in BPCL's concentration accounts held with Citibank,
N.A. in London.  Thereafter, the receivables concentrated in the
BPCL London concentration accounts are remitted to Abitibi-
Consolidated Company of Canada on a regular basis.

As a result, ACI may be owed by BPCL, on an unsecured basis at
any given time, between US$5 million to US$15 million in
receivables collected by BPCL.

By this motion, the CCAA Applicants seek Mr. Justice Gascon's
authority to restructure the Current European Sales Structure in
order to limit their exposure to BPCL.  The Applicants also seek
to preserve the rights of their creditors, including the lenders
under the Credit and Guaranty Agreement dated as of April 1,
2008, among ACCC, as borrower, ACI, as guarantor, and other
guarantors, who currently hold security over BPCL's Accounts
Receivables.  Specifically, the CCAA Applicants ask the Canadian
Court to:

  (1) declare that Abitibi-Consolidated (U.K.) Inc. or ACUK is a
      debtor company to which the CCAA applies, and include ACUK
      on the list of the CCAA Applicants;

  (2) authorize ACI to enter into the Deed of Amendment with
      BPCL pursuant to which BPCL's existing and future accounts
      receivables will be assigned to ACUK;

  (3) authorize ACUK to become guarantor of the obligations of
      ACCC as contemplated under the Term Loan;

  (4) authorize ACUK to become guarantor of the obligations of
      ACCC under the indenture for the 13.75% Senior Secured
      Notes due April 11, 2011, and the indenture for the
      unsecured US$293-million 15.5% Exchange Notes due July 15,
      2010;

  (5) confirm that the ACI charges under the debtor-in-
      possession facility extends to the shares of ACUK;

  (6) declare that the present or future assets of ACUK -- save
      and except for the liens to be created in favor of the
      Term Lenders -- are not and will not become subject to any
      charges, liens or encumbrances granted with respect to the
      CCAA Applicants; and

  (7) declare that the guarantees under the terms of the Term
      Loan, the Senior Notes Indenture, and the Unsecured Notes
      Indenture, validly extend to the obligations of ACUK under
      the guarantee to be granted by it pursuant to the European
      Sale Structure in favor of the Term Lenders and the
      trustees under the Indentures.

         Outline of Proposed New European Sale Structure

As part of the proposed new European Sales Structure, BPCL will
agree, in consideration of ACI's continued supply of paper to
BPCL, to assign existing and future accounts receivables to ACUK,
a new wholly owned subsidiary of ACI incorporated under the
Canada Business Corporation Act.

The New European Sale Structure is expected to be implemented
shortly after the entry of the Canadian Court's approval.  Once
implemented, it will allow for existing and future accounts
receivables of BPCL to be paid directly by the customers to ACUK
before the corresponding amounts are remitted to ACI.

As is the case under the Current European Sale Structure, the
accounts receivables generated under the New European Sale
Structure will not be sold to Abitibi-Consolidated U.S. Funding
Corp., and will remain at all times distinct from the flow of
receivables processed under the Securitization Program.

The completion of the New European Sale Structure is contemplated
in connection with:

  (i) the execution, by ACI, ACUK and BPCL, of a Deed of
      Amendment to Paper Supply Agreement and Assignment to the
      Paper Supply Agreement giving effect to the New European
      Sale Structure;

(ii) the provision of a notice by BPCL to its customers
      informing them of the assignment, in favor of ACUK, of
      existing and future amounts owing by those customers to
      BPCL;

(iii) the execution of the agreements and any other documents
      which may be necessary for ACUK to become a guarantor
      under the Term Loan and to provide the security provided,
      as well as to become a guarantor under the Secured Notes
      Indenture and the Unsecured Notes Indenture; and

(iv) the pledge and delivery by ACI to the Bank of Montreal of
      the ACUK shares issued to ACI pursuant to a Deed of
      Hypothec granted by ACI in favor of Bank of Montreal on
      May 6, 2009.

The CCAA Applicants contend that the proposed New European Sale
Structure will cause no prejudice to creditors, but rather will
benefit all creditors because:

  -- it will serve to reduce ACI's exposure to BCPL by ensuring
     that between approximately US$15 million to US$20 million
     per month in accounts receivables are channeled into ACUK,
     a corporate entity with activities limited to those
     contemplated by the New European Sale Structure; and

  -- it will provide for replacement security to the Term
     Lenders in order to prevent their secured position from
     eroding as a result of the assignment of BPCL's accounts
     receivables to ACUK as well as guarantees to the holders of
     notes under the Senior Notes Indenture and the Unsecured
     Notes Indenture.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Wants to Execute $250MM ABH Note Repayments
---------------------------------------------------------------
On April 1, 2008, AbitibiBowater US Holding LLC became indebted
in the amount of $201,614,222 to Abitibi-Consolidated Company of
Canada.  The principal amount of the loan was subsequently
increased to $220,946,405.  As of the Petition Date, principal
amount and accrued interest under the loan was approximately
$250,000,000.  This is otherwise referred to as the ABH LLC Note.

Under Canadian tax law, if a cross-border intercompany debt is
incurred and not repaid within one year after the end of the
taxation year in which the debt was incurred, the debt is
recharacterized as a deemed dividend as of the date of
incurrence.

On April 1, 2008 date of incurrence, the applicable rate of
withholding on a dividend from a Canadian entity to a U.S. entity
was 25%, according to Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Ms. Morgan emphasizes that if ABH LLC does not repay the ABH LLC
Note, Canadian taxing authorities may seek to collect at least
$55.25 million from ACCC, as withholding agent for ABH LLC, on
account of the ABH LLC Note.  Any tax will be due by January 15,
2010, and if not paid outright, will result in an offset by the
Canadian tax authorities against tax refunds that ACCC would
otherwise receive.

In order to repay the ABH LLC Note and resolve the substantial
potential tax liability, the Debtors seek the Court's authority
to engage in a series of transactions that are necessary to
effectuate the repayment of certain intercompany debt to address
the potential $55.25 million Canadian withholding tax liability
without affecting creditors' interests in the Chapter 11 Cases.

The Repayment Steps are:

  (1) Following the Court's approval the Repayment Steps, two
      newly formed limited liability companies, (i) LLC1, a
      wholly owned subsidiary of AbitibiBowater Inc., and (ii)
      LLC2, a wholly owned subsidiary of ACCC, will file
      petitions for relief under Chapter 11.  Each of LLC1 and
      LLC2 are formed under U.S. law.

  (2) ACCC transfers the ABH LLC Note to LLC2 in exchange for
      the LLC2 Preferred Units with a redemption and retraction
      value of $250 million.  The LLC2 Preferred Units are
      convertible at the option of the holder into a
      $250 million debt, with terms and conditions identical to
      the ABH LLC Note.

  (3) ACCC distributes to ACI the LLC2 Preferred Units and
      common units of LLC2 as a reduction of capital of
      $250 million on the common shares of ACCC.

  (4) ACI distributes the common and preferred units of LLC2 to
      ABH as its 82% share of a reduction of capital in an
      amount equal to $305 million on the shares of ACI.
      Concurrently, AbitibiBowater Canada Inc. renounces its 18%
      share of the distribution.

  (5) ABH transfers the LLC2 Preferred Units to LLC1 in exchange
      for LLC1 common units.

  (6) LLC2 Preferred Units are converted into debt -- or the
      LLC2 Note -- with terms and conditions identical to the
      ABH LLC Note.

  (7) LLC2 and ABH LLC will merge, with ABH LLC surviving the
      Merger.  LLC2's Chapter 11 case will be dismissed.
      Pursuant to a Support Agreement, ABH and LLC1 will be
      jointly required to transfer the units of LLC1, the LLC2
      Note or value equivalent to the value of the LLC2 Note to
      Abitibi-Consolidated, Inc. or to ACCC upon emergence from
      bankruptcy, liquidation, default under the LLC2 Note or
      issuance of a Court order.  The Court will grant a lien on
      LLC1 units and the LLC2 Note to secure the Support
      Agreement.

According to Ms. Morgan, if the Debtors were to begin, but not
complete, the Repayment Steps, it would significantly disrupt the
Debtors' current capital structure by introducing additional
intercompany obligations, potentially impairing certain classes
of creditors.

In this regard, the Debtors ask the Court to provide that if the
Repayment Steps do not proceed to completion, each transaction
will be automatically deemed void ab initio, thereby returning
the Debtors' intercompany note and capital structure to its
identical state immediately prior to any of the transactions.

"The only change that will result from the ABH LLC Note Repayment
is the satisfaction and deemed repayment of the ABH LLC Note, and
the creation of an identical note -- the LLC2 Note -- which will
be held by a wholly owned subsidiary of ABH, instead of ACCC,"
Ms. Morgan tells Judge Carey.  "Each of ABH and the wholly owned
subsidiary of ABH will be required to transfer the units of LLC1,
the LLC2 Note or value equivalent to the value of the LLC2 Note
upon emergence from bankruptcy, liquidation or default under the
LLC2 Note or issuance of a Court order."

A copy of a chart reflecting the flow of the ABH LLC Note
Repayment Transaction is available for free at:

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

Ms. Morgan says that the ABH LLC Note Repayment will, in all
material respects, leave the Debtors' current entity and capital
structure unaltered.  The final result of the ABH LLC Note
Repayment, he elaborates, is to satisfy the existing ABH LLC Note
and create a new and identical note, the LLC2 Note that will be
held by two U.S. limited liability companies, instead of the
cross-border holding structure that currently exists.

                Amendments to Financing Agreements

To permit the ABH LLC Note Repayment, the Debtors further seek
Judge Carey's permission to enter into amendment agreements with
respect to:

  (a) the senior secured superpriority debtor-in-possession
      credit agreement by and among AbitibiBowater Inc., Bowater
      Incorporated, Bowater Canadian Forest Products Inc., the
      lenders, and the Law Debenture Trust Company, as agent;
      and

  (b) the amended and restated guaranteed receivables purchase
      facility by and among certain of the Debtors, Abitibi-
      Consolidated U.S. Funding Corp., and Citibank, N.A., as
      Securitization Agent

Ms. Morgan relates that the Debtors and the DIP Lenders and
Securitization Agent have agreed to enter into the Financing
Amendments, which will provide for (i) certain non-material and
technical amendments to the respective agreements, as well as
(ii) the requirement that parties turn over collateral and accept
replacement collateral and guarantees as reasonably requested by
the Debtors to effectuate the ABH LLC Note Repayment.

The Debtors also seek authority to require certain parties to
turn over collateral related to the ABH LLC Note, and to accept
replacement collateral and guarantees, as reasonably requested by
the Debtors and in furtherance of the ABH LLC Note Repayment.

Ms. Morgan assures the Court that the proposed Financing
Agreements "will not prejudice any of the Debtors' prepetition
creditors in any respect."  Specifically, she reminds the Court,
the Final DIP Order provides that the Debtors, the DIP Lenders
and the DIP Agent may, without further Court approval, amend or
waive any non-material provisions of the DIP Financing Agreement
if such amendment is not prejudicial to certain prepetition
lenders and other third-parties.  Similarly, the Final
Securitization Order provides that the Debtors and Securitization
Agent may, without further Court approval, execute one or more
non-material amendments, waivers or supplements to the
Securitization Agreement.

Though the ABH LLC Note will be satisfied and deemed repaid as
part of the Repayment Steps, the LLC2 Note -- identical in all
respects to the ABH LLC Note -- will replace it, and all
creditors that asserted an interest in the ABH LLC Note will have
the same rights and interests in the LLC2 Note, Ms. Morgan
clarifies.

Accordingly, the repayment of the ABH LLC Note will resolve the
Canadian tax liability issue without altering the Debtors'
capital structure or impairing the assets available for creditor
recoveries, Ms. Morgan avers.

                     About AbitibiBowater Inc.

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

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

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

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

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


ADVANCE FOOD: Moody's Gives Stable Outlook, Raises Rating to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service has changed the rating outlook of
Advance Food Company, Inc., to stable from negative.  The change
in outlook reflects Advanced Food's progress in reducing leverage
and increasing financial flexibility as lower commodity costs, an
improved pricing environment and cost cuts have boosted margins,
enhanced cash flow generation and fostered debt reduction.  In
addition, the ratings on the first lien credit facility and term
loan have been raised to Ba3 from B1 as a result of the reduction
in first lien debt during 2009.  All other ratings have been
affirmed.

Advance Food's B1 corporate family rating is supported by its
solid credit metrics, good liquidity profile and broad end-
customer diversification across the United States.  These
attributes are partially offset by the speculative grade elements
in the company's cost structure, particularly the volatility in
raw material prices, its small scale, limited brand equity, and
dependence on end-customers' discretionary spend.

These ratings were upgraded:

  -- $40 million senior secured revolving credit facility expiring
     in March 2012 to Ba3 (LGD 3, 41%) from B1 (LGD 3, 44%); and

  -- $175 million 1st lien term loan due March 2014 to Ba3 (LGD 3,
     41%) from B1 (LGD 3, 44%).

These ratings were affirmed:

  -- Corporate family rating at B1

  -- Probability of default rating at B1

  -- $50 million 2nd lien term loan due September 2014 at B3; LGD
     6 (percentage to 90% from 92%).

Moody's most recent rating action for Advance Food on December 8,
2008 changed the outlook to negative from stable and affirmed the
company's long-term ratings.

Headquartered in Enid, Oklahoma, Advance Food Company, Inc., is a
leading full service manufacturer and marketer of a wide variety
of value-added, portion-controlled meat products sold primarily
into the foodservice distribution channel.  Revenues for the
twelve months ended September 30, 2009, were approximately
$522 million.


ADVANTA CORP: Net Loss Widens to $76,485,000 in Q3 2009
-------------------------------------------------------
Advanta Corp. posted wider net loss of $76,485,000 for the three
months ended September 30, 2009, from a net loss of $19,258,000
for the same period a year ago.  Advanta posted a net loss of
$482,459,000 for the nine months ended September 30, 2009, from
net income of $3,119,000 for the same period a year ago.

Advanta recorded total interest income of $30,393,000 for the
three months ended September 30, 2009, from $51,009,000 for the
same period a year ago.  Advanta recorded total interest income of
$98,187,000 for the nine months ended September 30, 2009, from
$152,325,000 for the same period a year ago.

At September 30, 2009, Advanta had $2,497,897,000 in total assets
against $2,465,936,000 in total liabilities, resulting in
$31,961,000 in stockholders' equity.

Effective June 30, 2009, Advanta's wholly owned bank subsidiary,
Advanta Bank Corp., entered into two regulatory agreements with
the Federal Deposit Insurance Corporation consenting to the
requirements of two cease and desist orders issued by the FDIC.
Advanta Bank Corp. did not admit any wrongdoing in entering into
the agreements and entered into the agreements in the interest of
expediency and to avoid litigation and the costs associated
therewith.  The first FDIC cease and desist order places
significant restrictions on Advanta Bank Corp.'s activities and
operations, including its deposit-taking operations, and requires
Advanta Bank Corp. to maintain a total risk-based capital ratio of
at least 10% and a tier I leverage capital ratio of at least 5%.

At September 30, 2009, Advanta Bank Corp.'s total risk-based
capital ratio was 10.62% and its tier I leverage capital ratio was
3.73%, resulting in a tier 1 leverage capital ratio that is not in
compliance with the first FDIC cease and desist order.

Advanta believes it is in compliance with all other requirements
in the first order.  The first FDIC order also has the impact of
requiring Advanta to obtain the FDIC's approval before it would be
able to pursue new business opportunities through Advanta Bank
Corp., however it does not limit its ability to pursue future
business opportunities outside of the bank.

In October 2009, Advanta Bank Corp. entered into an additional
regulatory agreement with the Utah Department of Financial
Institutions consenting to a cease and desist order issued by the
UDFI that contains provisions consistent with the first FDIC
order, except that the UDFI's order does not include the specific
capital requirements that are contained in the FDIC's first order.
The second FDIC cease and desist order requires Advanta Bank Corp.
to make certain restitution payments to eligible customers and pay
a civil money penalty of $150,000.  Advanta previously took a $14
million pretax charge related to its estimate of cash back rewards
program restitution in the third quarter of 2008.  Advanta
recorded an additional $19 million pretax charge in the second
quarter of 2009 related to its estimate of pricing strategies
restitution under the agreement.  Advanta began making restitution
payments in September 2009 and the payments were completed in
October 2009.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?491c

                         Bankruptcy Filing

Jay A. Dubow, Advanta's Chief Administrative Officer, Senior Vice
President, Secretary and General Counsel, says the Company's
bankruptcy filing constituted an event of default with respect to
these debt instruments and triggers, or may trigger, repayment
obligations under the terms of certain instruments and agreements
relating to direct financial obligations of the Company as set
forth:

     -- Senior Trust Indenture, dated as of October 23, 1995, by
        and among Advanta Corp. and The Bank of New York Mellon,
        as successor trustee, with respect to roughly $138,000,000
        of principal and accrued and unpaid interest on
        outstanding debt securities in the form of retail
        Investment Notes and RediReserve Certificates; and

     -- Indenture dated as of December 17, 1996 by and among
        Advanta Corp. and The Bank of New York Mellon, as
        successor trustee, with respect to roughly $99,375,000 of
        principal and accrued and unpaid interest on outstanding
        Series B Junior Subordinated Debentures that are backing
        roughly $96,375,000 of principal and accrued and unpaid
        interest on outstanding trust preferred securities issued
        to third party investors by Advanta Capital Trust I and
        that are governed by the Amended and Restated Declaration
        of Trust of Advanta Capital Trust I dated December 17,
        1996.  The Capital Securities are guaranteed by Advanta
        Corp. pursuant to the Series B Capital Securities
        Guarantee dated as of July 29, 1997.

Subject to certain notice and other requirements that are set
forth in the Senior Trust Indenture, the Indenture, the
Declaration and the Guarantee, upon the occurrence of the event of
default that is, or may be, triggered by the Bankruptcy Filing,
the trustee or holders of not less than 25% in principal amount of
the applicable securities outstanding under each of the Senior
Trust Indenture, the Indenture and the Declaration, as the case
may be, may declare the entire unpaid principal amount of the
securities that have been issued under the applicable instrument
to be immediately due and payable.  Any efforts to enforce such
payment obligations under the Debt Documents are stayed as a
result of the Bankruptcy Filing and the creditors' rights of
enforcement in respect of the Debt Documents are subject to the
applicable provisions of the Bankruptcy Code.

According to Mr. Dubow, the Debtors intend to use the
reorganization process to maximize value to the Debtors'
stakeholders.  As a result of the Bankruptcy Filing, certain
liabilities incurred by the Debtors prior to the Bankruptcy Filing
are subject to compromise.  The settlement amount of liabilities
subject to compromise will be determined as part of the bankruptcy
process.

On November 8, 2009, Advanta Corp. and certain of its subsidiaries
filed voluntary petitions for relief under chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 09-13931).  Advanta Bank
Corp. and certain other subsidiaries of the Company were not part
of the Bankruptcy Filing.  The Debtors will continue to operate
their businesses in the ordinary course of business as "debtors-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.  The Non-Filing
Entities will continue to operate in the ordinary course of
business.

As of November 8, 2009, Advanta Corp. and its Filing Subsidiaries
had close to $100 million of cash and cash equivalents.  This
represents an amount that Advanta expects will be adequate to meet
its current obligations associated with its ongoing operations as
they come due during the Chapter 11 case, including payment of
employee salaries and benefits in the ordinary course of business.
Over time, however, Advanta Corp. will be unable to meet all of
its existing obligations without the protection of the Bankruptcy
Filing.


AIRPORT INN: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Airport Inn Of Las Vegas
        5100 Paradise Rd
        Las Vegas, NV 89119

Bankruptcy Case No.: 09-31343

Chapter 11 Petition Date: November 10, 2009

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

Debtor's Counsel: Charles T. Wright, Esq.
                  Piet & Wright
                  3130 S. Rainbow Blvd., Ste. 304
                  Las Vegas, NV 89146
                  Tel: (702) 566-1212
                  Fax: (702) 566-4833
                  Email: todd.wright@pietwright.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
13 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/nvb09-31343.pdf

The petition was signed by Dario Pini, president of the Company.


AIRTRAN HOLDINGS: Moody's Raises Ratings on Senior Notes to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service upgraded the Speculative Grade Liquidity
rating of AirTran Holdings, Inc., to SGL-3 from SGL-4.  Moody's
also upgraded the rating on the $96 million of 7% senior unsecured
convertible notes due 2023 to Caa3 from Ca and affirmed the Caa2
Corporate Family and Probability of Default ratings.  The outlook
is stable.

The upgrade of the Speculative Grade Liquidity rating follows the
strengthening of AirTran's internal liquidity because of the two
capital market transactions the company recently completed.
Unrestricted cash increased by almost $168 million, or about 44%
of the September 30, 2009 balance, from the issuance of
approximately 11.3 million shares of common stock at $5.08 per
share and $115 million of 5.25% senior unsecured convertible notes
due November 1, 2016.  The New Notes were issued at par and netted
97.25 after underwriting fees.  The New Notes are unsecured
obligations of AirTran and are not guaranteed by any of its
subsidiaries.  The significant increase in the cash balance and
the relatively low commitments for aircraft deliveries provide
sufficient cushion in relation to near term debt maturities and
strengthen the view of the company's internal liquidity.
"Overall, the company should have adequate reserves to meet its
liquidity needs over the next 12 months," said Moody's Vice
President, Jonathan Root.  The larger cash balance also
meaningfully reduces the likelihood of AirTran becoming subject to
a significant holdback pursuant to the terms of the existing
agreement with its Visa/Mastercard credit card processor as long
as the existing revolver remains in place.  This further supports
the improved liquidity profile.

The upgrade of the Rated Convertible Notes to Caa3 results from
the larger first loss position in the Loss Given Default
waterfall, comprised by convertible debt issues of AirTran that do
not benefit from upstream guarantees of subsidiaries.  The upgrade
of the Rated Convertible Notes (which benefit from upstream
guarantees of subsidiaries) considers the greater amount of more
junior capital in the capital structure following the issuance of
the New Notes (which do not benefit from upstream guarantees).
The New Notes provide additional loss absorption and reduce the
loss given default assessment of the rated 7% notes, resulting in
the rating upgrade.

The last rating action was on October 5, 2009, when Moody's
changed the ratings outlook to stable from negative.

Upgrades:

Issuer: AirTran Holdings, Inc

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

  -- Senior Unsecured Conv./Exch.  Bond/Debenture, Upgraded to
     Caa3, LGD5, 85% from Ca, LGD5, 89%

AirTran Holdings, Inc., based in Orlando, Florida, conducts its
operations through its wholly-owned subsidiary AirTran Airways,
Inc., which is one of the largest low cost scheduled airlines in
the United States.


AMERICAN INT'L: CEO Benmosche Won't Step Down
---------------------------------------------
The Wall Street Journal's Serena Ng, Joann S. Lublin and Liam
Pleven report that Robert Benmosche, chief executive of American
International Group Inc., told employees in an internal memo he
remains "totally committed" to leading AIG.  Last week, the CEO
aired frustrations about federal pay curbs to the board of
directors and threatened to resign.

According to the Journal, Mr. Benmosche called the compensation
issue a "barrier" that "stands in the way of restoring AIG's
value" and repaying its government debts, which amount to about
$90 billion.  A Treasury spokesman declined to comment, the report
notes.

                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.


AMERICAN IRONHORSE: Wants to Sell Intellectual Property Assets
--------------------------------------------------------------
Dallas Business Journal relates that American IronHorse
Motorcycles' intellectual property -- including patents,
trademarks, Internet addresses and parts designs -- will be sold
as the business is liquidated through bankruptcy proceedings.

According to a partner of Streambank LLC, an advisory firm
specializes in selling intangible assets, no set dollar amount has
been set for how much for the assets sale may arise, the report
says.  The process is expected to close by January 2010, the
report notes.

The report says that among the assets for sale are trademarks to
the company model names like Texas Chopper, Slammer, Legend, Tejas
and Outlaw.

                     About American IronHorse

Based in Fort Worth, Texas, American IronHorse Motorcycle Company,
Inc., designs, manufactures, and markets custom v-twin
motorcycles.  AIH markets its motorcycles through a national
network of more than 100 dealers and is actively pursuing
international sales in Canada and the United Kingdom.

On March 25, 2008, American IronHorse consented to the move by a
group of creditors to place the company under chapter 11
bankruptcy protection before the United States Bankruptcy Court
for the Northern District of Texas, Fort Worth Division.  On the
same day, the Bankruptcy Court entered an order for relief under
Chapter 11 of the U.S. Bankruptcy Code.

Three creditors -- AG Nichlos, Jr., William E. Buford and Jim
Graham -- filed the involuntary petition against the company on
Feb. 29, 2008.  The petitioners are owed $120,000 by the company.

The petitioner's counsel is Troy D. Philips, Esq., at Glast,
Phillips & Murray, PC, in Dallas, Texas. Vincent P. Slusher, Esq.,
at Beirne Maynard & Parsons, LLP, represents the Debtor.


AMR CORP: Working with TPG on Possible Investment in JAL
--------------------------------------------------------
According to reports, private-equity firm TPG is working with
American Airlines parent AMR Corp. on a possible investment in
Japan Airlines Corp.

TPG is ready to be "part of a solution for JAL" but is waiting for
positive signals from the Japanese government and JAL before
proceeding further, The Wall Street Journal reported, citing
unidentified people.

Bloomberg News reported that AMR and TPG may invest at least $300
million in alliance partner Japan Airlines, which sum would be
competitive with a proposed investment in Japan Air by Delta Air
Lines Inc., Bloomberg's Serena Saitto and Mary Schlangenstein
reported, citing unidentified people.

According to The Journal, a TPG spokesman said it was unclear
whether TPG would participate in a joint minority investment with
AMR.  A Delta spokeswoman declined to comment, the report notes.

Delta is in talks for a partnership with Japan Air.  Delta, a
member of the SkyTeam group of airlines, wants to lure Japan Air
from American's Oneworld group.  According to The Wall Street
Journal, Delta Air Lines is willing to assume costs JAL would
incur if it left its current alliance with American and joined
Delta.  Those costs could total $15 million to $20 million, these
people said, according to the report.

The Journal says says an investment in JAL would be a breakthrough
for TPG in Japan.  The U.S. buyout firm has tried to invest in
well-known Japanese brands, but hasn't clinched a big deal for
years. It competed for a stake in JAL's credit-card unit and the
electronics unit of Matsushita Electric Industrial Co. in 2007,
but both went to domestic buyers, the report says.

"Private-equity firms have long struggled to sign deals in Japan,
mostly because Japanese managers fear the stigma of selling assets
to foreign buyers," the report says.

The report also notes that TPG has a strong track record investing
in airlines world-wide, including Continental Airlines Inc.,
Ryanair Holdings PLC and the former America West Airlines.  But
its latest foray, the joint purchase with Northwest Airlines Corp.
of Midwest Air Group Inc., ended badly.  Republic Airways Holdings
Inc. recently purchased Midwest for a small fraction of what TPG
and Northwest paid last year, the report adds.

                          About AMR Corp.

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

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

                          *     *     *

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

                       About Delta Air Lines

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

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

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

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

                           *     *     *

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

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

                             About JAL

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

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

                           *     *     *

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


ANTERO RESOURCES: Moody's Assigns 'Caa1' Rating on $350 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 first-time rating to
Antero Resources LLC's proposed $350 million senior unsecured
notes due 2017 and a B3 Corporate Family Rating.  Proceeds from
the note offering will be used to repay the company's $225 million
second lien term loan and reduce outstandings under its revolving
credit facility.  The outlook is stable.

"Within its niche strategy of exploiting unconventional oil shale
plays through the drillbit, Moody's consider Antero to be a well-
run firm that pursues a cogent regional exploitation strategy,"
commented Francis J.  Messina, Moody's Vice-President/Senior
Analyst.

Antero's B3 CFR rating reflects the company's relatively small
size and scale of production; high portion of proven undeveloped
reserves, which totaled 64% at year-end 2008; substantial future
development cost of the PUD reserves; and, early stage of business
formation.  Antero's ratings are supported by seasoned management,
positive production trends, a high quality asset base, geologic
diversification and operating risk diversification across multiple
regions, and a good historical three-year F&D cost structure.

Antero's year end 2009 average daily production is projected at 17
thousand barrels of oil equivalent, which is less than all but one
of the B3 E&P companies Moody's rates.  The company's smaller
scale and relative concentration indicates a higher level of risk
as it executes on its growth strategy.  Additionally, with a 64%
PUD total at year-end 2008 and an estimated 58% PUD total at year-
end 2009, Moody's anticipates Antero will incur substantial future
development costs.

Antero has had a successful track record for replacing production
through the drillbit, with an estimated 137% compounded annual
growth rate from 2006 projected through 2009.  Because Antero's
growth is primarily organic or through the drillbit, three-year
all sources reserve replacement costs closely mirror the drillbit
replacement costs, both of which are lower than its B3-rated E&P
peers.  The relatively low three-year drillbit costs of almost
$12.67/boe at year-end 2008 (one-year drillbit of $11.84/boe)
underlines Antero's solid organic reserve replacement trend and
also reflects management's strong operational expertise.  However,
with approximately 64% proved undeveloped reserves Moody's
anticipate substantial future development costs on an already
leveraged position.

Antero has adequate liquidity over the next four quarters
primarily due to availability on its $400 million senior secured
revolving credit facility which matures March 15, 2012.  The
proposed $350 million senior unsecured note offering will be used
to repay outstanding borrowings under the $225 million second lien
term loan and reduce outstandings under the revolving facility.
Also, Antero sufficiently meets its two financial covenants on the
revolving credit facility: net debt to EBITDAX less than 4.0x, and
a current ratio minimum of 1.0x.  The financial covenant under the
proposed $350 million senior unsecured notes is an interest
coverage ratio greater than 2.25x.

The stable outlook is based on an expectation that Antero
restrains its capital expenditures to levels largely in line with
its operating cash flows while achieving its production growth
targets.  The outlook could be changed to negative if spending
were to materially exceed operating cash flow.  The outlook could
also be pressured or the ratings downgraded if the company were to
significantly increase debt through further property acquisitions
and/or outspending its operating cash flows and raise leverage on
PD reserves materially above its current range.

The ratings for the senior unsecured notes reflect both the
overall probability of default of the company, to which Moody's
assigns a PDR of B3, and a loss given default of LGD 5.  The Caa1
rating of the senior unsecured notes reflects their position in
Antero's capital structure, including the subordination to all
first lien senior secured creditors and full guarantees of
existing and future subsidiaries.

Antero Resources LLC is an independent exploration and production
company headquartered in Denver, Colorado.


ANTHRACITE CAPITAL: Going Concern Doubt Raised; In Lender Talks
---------------------------------------------------------------
Anthracite Capital, Inc. reported net loss available to common
stockholders for the third quarter of 2009 of $(0.51) per share,
compared to $(0.03) per share for the same three-month period in
2008.

Operating Earnings for the third quarters of 2009 and 2008 were
$0.03 and $0.32 per share, respectively.  Operating Earnings is a
non-GAAP measure.

                  Update on Financial Condition

The Company said substantial doubt continues to exist about its
ability to continue as a going concern.

As of September 30, 2009, the Company had $297,000 of unrestricted
cash and cash equivalents, compared with $9,686,000 at Dec. 31,
2008.  The Company failed to meet amortization payment
requirements under its secured facilities with Bank of America,
Deutsche Bank and Morgan Stanley and has until December 29, 2009
to cure such shortfall (as of November 1, 2009, over $1,315,000)
or an event of default will occur.  During the cure period, all
the cash flows from the Company's assets are being diverted to a
cash management account for the benefit of the Company's secured
bank lenders subject to limited exceptions approved by them.

The Company did not make interest payments due on October 30, 2009
(approximately $1,554,000) on three series of its senior notes.
Under the indentures governing these notes, the failure to make an
interest payment is subject to a 30-day cure period before
constituting an event of default.  Unless the secured bank lenders
allow the Company to access some of the cash flow currently being
diverted into the cash management account or the holders of these
notes agree to a refinancing or agree to waive the defaults, the
Company will not be able to make interest payments on these notes
and events of default will occur on November 30, 2009.  An event
of default under these notes, absent a waiver, would trigger
cross-default and cross-acceleration provisions in the Company's
secured bank facilities and its credit facility with BlackRock
Holdco 2, Inc., and, if any such debt were accelerated, would
trigger a cross-acceleration provision in the Company's
convertible notes indenture.  If acceleration were to occur, the
Company would not have sufficient liquid assets available to repay
such indebtedness and, unless the Company was able to obtain
additional capital resources or waivers, the Company would be
unable to continue to fund its operations or continue its
business.

In addition, for the quarter ended September 30, 2009, the Company
is in breach of a covenant in its secured bank facilities that
requires the Company's operating earnings (as defined in the
applicable secured bank facility) not be less than a specified
amount at quarter end.  Unless waived, this breach could lead to
an event of default and acceleration.  The Company also continues
to be in breach of the covenant in its secured facility with
Holdco 2 that requires the Company to immediately repay
outstanding borrowings under the facility to the extent
outstanding borrowings exceed 60% of the fair market value of the
shares of common stock of Carbon Capital II, Inc. securing such
facility.  In March 2009, Holdco 2 waived the Company's failure to
repay borrowings in accordance with this covenant until April 1,
2009 and subsequently extended this waiver until January 22, 2010.

Based on the Company's current liquidity situation, the Company
continues to seek ways to refinance or restructure its
indebtedness and is focused on negotiations with its secured bank
lenders and unsecured noteholders to cure or obtain a waiver for
missed interest payment and amortization payment defaults and
covenant breaches.

      Effect of Market Conditions on the Company's Business

Although the capital markets have shown recent signs of
stabilizing after a prolonged economic downturn and credit crisis,
the Company's assets linked to the U.S. and non-U.S. commercial
real estate finance markets continue to be adversely affected as
the market value of commercial real estate assets has not
recovered and delinquencies have risen significantly for CMBS and
commercial real estate loans.  These adverse effects include:

  -- Adverse impact on liquidity.  As a result of a continued rise
     in delinquencies for commercial real estate loans and CMBS
     during 2009, the Company's cash flow has been materially and
     adversely affected.  This negative trend has continued into
     the fourth quarter of 2009 and the Company believes this
     negative trend will continue into the foreseeable future.  As
     a result of the decline in the cash flows from the Company's
     assets, the Company was unable to make the full September 30,
     2009, amortization payments required under its secured bank
     facilities for two of its three lenders.  Pursuant to
     amendments to its secured bank facilities which closed in May
     2009, the Company is required to make payments to reduce the
     principal balances under the facilities by certain specified
     amounts as of the end of each quarter, commencing for the
     quarter ended September 30, 2009.  The Company was only able
     to make the full required amortization payment under its
     facility with Morgan Stanley.  In addition, separate and
     apart from the aforementioned amortization payment
     obligations, the Company was unable to make the entire amount
     of a monthly $1,250,000 amortization payment under its
     facility with Morgan Stanley due October 31, 2009.  The
     Company has 90 days after the end of any applicable quarter
     to cure such aggregate amortization payment shortfall or an
     event of default will occur.  During the cure period, all the
     cash flows from the Company's assets are being diverted to a
     cash management account for the benefit of the Company's
     secured bank lenders subject to limited exceptions approved
     by the secured bank lenders.  In the event the secured bank
     lenders do not allow the Company access to the diverted cash
     flows, the Company will not be able to make payments due on
     its unsecured debt and will be unable to pay general and
     administrative expenses.  As a result, the Company may
     default on its obligations under its unsecured debt and be
     unable to continue as a going concern.  In addition, the
     Company's current projections show that, even if the Company
     cures the aggregate amortization payment shortfall by
     December 29, 2009 (i.e., within the 90-day period), the
     Company will not be able to make the required amortization
     payments for the quarter ended December 31, 2009.  In such
     event, the Company would need to cure such shortfall by
     March 31, 2010, to avoid an event of default.

  -- Negative operating results during the nine months ended
     September 30, 2009, and the year ended December 31, 2008.
     For the nine months ended September 30, 2009, the Company
     incurred a net loss available to common stockholders of
     $(132,508,000) driven primarily by significant net realized
     and unrealized losses, the incurrence of a $(98,999,000)
     provision for loan losses and a significant decline in
     interest income due to rising delinquencies on the Company's
     CMBS and commercial real estate loans.  For the year ended
     December 31, 2008, the Company incurred a net loss available
     to common stockholders of $(258,050,000), driven primarily by
     significant net realized and unrealized losses, the
     incurrence of a $(165,928,000) provision for loan losses and
     a loss from equity investments of ($53,630,000).

  -- Substantial doubt about the ability to continue as a going
     concern.  Substantial doubt continues to exist about the
     Company's current ability to continue as a going concern.
     The Company's independent registered public accounting firm
     issued an opinion on the Company's December 31, 2008
     consolidated financial statements that stated the
     consolidated financial statements were prepared assuming the
     Company will continue as a going concern and further stated
     that the Company's liquidity position, current market
     conditions and the uncertainty relating to the outcome of the
     Company's then ongoing negotiations with its secured bank
     lenders raised substantial doubt about the Company's ability
     to continue as a going concern.

  -- Elimination of dividends. The Company's Board of Directors
     has not declared any dividend on the Company's common stock
     or the Company's preferred stock during 2009.  The Board of
     Directors anticipates that the Company will only pay cash
     dividends on its preferred and common stock, if such cash is
     available, to the extent necessary to maintain its REIT
     status until the Company's liquidity position has improved
     and subject to restrictions in the Company's debt
     instruments.

  -- NYSE Listing. On September 15, 2009, the Company was notified
     by the New York Stock Exchange, Inc., that the average per
     share price of the Company's common stock was below the
     NYSE's continued listing standard that requires that the
     average closing price of listed common stock be no less than
     $1.00 per share over a consecutive 30 trading-day period.
     The Company notified the NYSE that it intends to cure the
     Price Condition deficiency by effecting a reverse stock
     split, subject to stockholder approval.  The notice provides
     that the Company must obtain stockholder approval by no later
     than its next annual meeting (scheduled on May 18, 2010) and
     must implement the reverse stock split promptly thereafter.
     If the Company has not cured the Price Condition deficiency
     by that date, the common stock will be subject to suspension
     and delisting by the NYSE, which would result in defaults
     under certain of the Company's debt instruments.  The exact
     ratio of the reverse stock split will be determined based on
     the facts and circumstances at a later date.

            Completed Initiatives to Restructure Debt

Since May 2009, the Company, in addition to amending its secured
bank facilities in May 2009, restructured a significant portion of
its unsecured debt and thereby reduced its near-term interest
expense.

                    Equity-for-Debt Exchanges

From May through September 2009, the Company completed a number of
equity-for-debt exchanges with holders of its 11.75% Convertible
Senior Notes due 2027 pursuant to which the Company acquired and
canceled over half of the outstanding amount of convertible notes.
In these exchanges, the Company issued an aggregate of 14,997,000
shares of its common stock for $40,981,000 aggregate principal
amount of convertible notes.  Holders in these exchanges generally
released the Company from paying them any accrued and unpaid
interest on the exchanged convertible notes.

As of November 1, 2009, $39,019,000 aggregate principal amount of
convertible notes remained outstanding.

                Junior Subordinated Debt Exchanges

From May through October 2009, the Company restructured all of its
junior subordinated debt, comprised of trust preferred securities
of its subsidiary capital trusts or related obligations and euro-
denominated junior subordinated notes, as described below.

In May 2009 and July 2009, the Company completed exchanges with
holders of $160,000,000 aggregate liquidation amount of trust
preferred securities of its three subsidiary capital trusts and
holders of EUR50,000 aggregate principal amount of the Company's
euro-denominated junior subordinated notes.  The Company issued
new notes with a significantly reduced initial interest rate
(0.75% per year) for up to four years and with a higher principal
amount (125% of the principal or liquidation amount of the
securities exchanged).

In October 2009, the Company and the holder of $15,000,000
aggregate liquidation amount of trust preferred securities agreed
to amend those securities in accordance with the terms of the May
2009 and July 2009 new notes.

Holders in these exchanges permitted the Company to
retrospectively apply the significantly reduced initial interest
rate to the most recently completed interest period for which
payment had not been previously made.

After the junior debt modification period, the interest rates of
the new notes and trust preferred securities return to the
original, higher rates of the securities for which they were
exchanged or from which they were amended.  In addition, during
the junior debt modification period, the Company will be subject
to limitations on its ability to pay cash dividends on its common
or preferred stock or redeem, purchase or acquire any equity
interests, and to become liable for new debt other than trade debt
or similar debt incurred in the ordinary course of business and
debt in exchange for or to provide the funds necessary to
repurchase, redeem, refinance or satisfy the Company's existing
secured and senior unsecured debt.  In addition, during the junior
debt modification period, the cure period for a default in the
payment of interest when due is three days.  The new notes and
trust preferred securities otherwise generally have the same
terms, including maturity dates, as the securities for which they
were exchanged or from which they were amended.

                      Senior Notes Exchanges

In October 2009, the Company restructured $64,500,000 aggregate
principal amount of its 7.22% Senior Notes due 2016, 7.20% Senior
Notes due 2016 and 7.772%-to-Floating Rate Senior Notes due 2017.
The senior notes exchanges were similar in structure to the junior
subordinated debt exchanges.  The Company issued new notes with a
significantly reduced initial interest rate (1.25% per year) for
up to four years and with a higher principal amount (120% of the
principal amount of the notes exchanged).

Holders in these exchanges permitted the Company to
retrospectively apply the significantly reduced initial interest
rate to the most recently completed interest period.

After the senior notes modification period, the interest rates of
the new notes return to the original, higher rates of the notes
for which they were exchanged.  In addition, during the senior
notes modification period, pursuant to the applicable indentures,
the Company is subject to new covenants similar to the new junior
debt covenants and additional covenants.  In addition, during the
senior notes modification period, the cure period for a default in
the payment of interest when due is three days.  The new notes
otherwise generally have the same terms, including maturity dates,
as the notes for which they were exchanged.

As of November 1, 2009, $13,750,000 aggregate principal amount of
the Company's 7.22% Senior Notes due 2016, $18,750,000 aggregate
principal amount of its 7.20% Senior Notes due 2016, $28,000,000
aggregate principal amount of its 7.772%-to-Floating Rate Senior
Notes due 2017, and the entire $37,500,000 aggregate principal
amount of its 8.1275%-to-Floating Rate Senior Notes due 2017 are
outstanding and have not been restructured.

Projected Cash Interest Payment Savings during Modification Period

The Company estimates that the effect of the combined unsecured
restructurings and exchanges will result in cash savings of over
$22,000,000 per year during the period that the lower coupons are
in effect, excluding the impact of certain one-time fees paid in
connection with the completion of the restructurings and
exchanges.  The Company intends to use cash from these savings to
reduce indebtedness under its secured bank facilities.

                         About Anthracite

Anthracite Capital, Inc. is a specialty finance company focused on
investments in high yield commercial real estate loans and related
securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with approximately $1.435 trillion in
global assets under management at September 30, 2009.  BlackRock
Realty Advisors, Inc., another subsidiary of BlackRock, provides
real estate equity and other real estate-related products and
services in a variety of strategies to meet the needs of
institutional investors.


APPLIED MATERIALS: To Slash Up to 12% of Jobs Within 18 Mos.
------------------------------------------------------------
Applied Materials, Inc., said it expects to be taking these
actions in fiscal 2010 to strengthen its leadership in its global
markets and deliver higher operating efficiencies:

    * Embedding its sales force into its business groups to
      increase visibility into customer and market opportunities.

    * Consolidating its manufacturing and supply chain closer to
      more of its customers and suppliers.

    * Implementing various cost reduction initiatives and a
      restructuring plan expected to achieve total annualized cost
      savings of approximately $450 million when completed.

Under the restructuring plan, Applied Materials expects to reduce
its global workforce by roughly 1,300 to 1,500 positions, or 10%
to 12%, over a period of 18 months.  The company anticipates the
pre-tax cost of the plan to be between $100 million and $125
million, most of which is expected to be recognized in the first
quarter of fiscal 2010.

"Our semiconductor business is in the early phase of a recovery,"
said Chief Executive Michael Splinter during a conference call
Wednesday, according to The Wall Street Journal.

The anticipated savings of $450 million are in addition to the
structural cost reductions of $460 million achieved in fiscal
2009.

Applied Materials on Wednesday reported fiscal 2009 fourth quarter
net sales of $1.53 billion and GAAP net income of $138 million or
$0.10 per share.  For its fiscal year ended Oct. 25, 2009, the
company reported net sales of $5.01 billion and a GAAP net loss of
$305 million or $0.23 per share.

The company also reported non-GAAP results, with fourth quarter
net income of $177 million or $0.13 per share and fiscal year net
income of $37 million or $0.03 per share.

"Applied delivered a solid fourth quarter led by increased net
sales and profitability in our semiconductor equipment business,
with improved demand and financial performance in all of our
segments," said Mike Splinter, chairman and CEO. "For the year, we
invested in growth across all of our businesses, introducing new
products and expanding into new markets while reducing our cost
structure."

"Since 2006, Applied has successfully extended our
nanomanufacturing leadership from semiconductor and display to the
solar industry, and during that time we have seen changes in
customer and geographic concentration in all of these markets,"
Mr. Splinter added. "We are adapting our operating structure to
align with these changes and enhance the value we provide to our
customers and stockholders."

                      About Applied Materials

Applied Materials, Inc. (Nasdaq:AMAT) --
http://www.appliedmaterials.com/-- is the global leader in
Nanomanufacturing Technology(TM) solutions with a broad portfolio
of innovative equipment, services and software products for the
fabrication of semiconductor chips, flat panel displays, solar
photovoltaic cells, flexible electronics and energy-efficient
glass.


ASARCO LLC: To Sell Polluted NJ Property For $1
-----------------------------------------------
Law360 reports that Asarco LLC has earned approval to sell off a
vacant property that once housed a zinc processing facility to the
city of Trenton, N.J., for $1, allowing the mining company to
untangle itself from current and future liabilities involving the
remediation of the now-contaminated site.

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack
L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts
L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq.,
and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth,
P.C., represent the Debtor in its restructuring efforts.  Paul M.
Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq.,
at Reed Smith LLP give legal advice to the Official Committee of
Unsecured Creditors and David J. Beckman at FTI Consulting, Inc.,
gives financial advisory services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for Chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for Chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
Chapter 11 case.  On October 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on December 12, 2006.  (Bankr. S.D. Tex. Case No.
06-20774 to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

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


ASSOCIATED ESTATES: S&P Gives Positive Outlook, Keeps 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Associated Estates Realty Corp. to positive from stable and
affirmed its 'B+' corporate credit rating on the company.
Additionally, S&P affirmed all other Associated-related ratings.
These actions affect roughly $48 million in preferred stock.

"S&P's ratings on Associated acknowledge the company's improved
portfolio composition, strengthened debt coverage metrics, and
good coverage of all fixed obligations, including the common
dividend," said credit analyst Linda Phelps.  "However, S&P's
expectations for some additional pressure on the company's
operating metrics temper these strengths, given the currently very
weak economic conditions and the potential for greater volatility
given the REIT's comparatively small size."

S&P believes Associated's improved portfolio composition, margins,
and debt coverage metrics position the REIT to absorb a potential
modest decline in FFO at the current rating level.  If current
coverage levels prove to be sustainable in spite of the weakened
economy, S&P would consider a one-notch upgrade.  However, the
ratings could come under pressure if Associated's fixed-charge
coverage declines to the 1.4x level contemplated in S&P's stress
scenario analysis.


AVIZA TECHNOLOGY: Cash Collateral Hearing Set for November 18
--------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California will consider Aviza Technology
Inc. and its debtor-affiliates' continued use of their prepetition
secured lenders' cash collateral on Nov. 18, 2009, at 10:30 a.m.

The Debtors' prepetition secured lenders include United Commercial
Bank, East West Bank and ChinaTrust Bank (USA.)

As reported in the Troubled Company Reporter on June 30, 2009, ATI
and Aviza, Inc., entered into a loan and security agreement with
the Banks for a credit facility pursuant to which the Banks
provided credit of $55,000,000 under a revolving line of credit,
an equipment term loan and a real estate term loan.

As of ATI's petition date, ATI and Aviza owed the Banks
$28,300,000.  The Debtors also owed $7,500,000 in unsecured debt.

The Banks assert a perfected security interest in substantially
all of the Debtors' assets, including accounts receivable,
inventory, equipment and real estate.

The Debtors related that their assets are worth substantially more
than the amount of secured debt and relates that the equity
cushion provides the Banks with adequate protection for the use of
cash collateral.

The proposed sale to Sumitomo Precision Products, according to the
Debtors, will, if consummated, result in proceeds sufficient to
pay the Bank's secured claim in full and may possibly result in
proceeds available to distribute to unsecured creditors.  Sumitomo
executed a non-binding letter of intent for the sale of certain
assets of Aviza and certain of its direct and indirect
subsidiaries.

The Debtors will also grant to the Banks a replacement lien on all
property of Aviza acquired after the commencement of the Chapter
11 case of the same types and description as the collateral
securing the Banks' prepetition lien, if any, but excluding claims
for and excluding property acquired by the Debtor post-petition.

                     About Aviza Technology Inc.

Headquartered in Scotts Valley, California, Aviza Technology Inc.
(NASDAQ GM:AVZA) -- http://www.aviza.com/-- designs,
manufactures, sells and supports semiconductor capital equipment
and process technologies for the global semiconductor industry and
related markets.  The Company's systems are used in a variety of
segments of the semiconductor market for advanced silicon for
memory devices, 3-D packaging and power integrated circuits for
communications.  The Company's manufacturing, R&D, sales and
customer support facilities are located in the United Kingdom,
Germany, France, Taiwan, China, Japan, Korea, Singapore and
Malaysia.

The Company and two of its subsidiaries, Aviza Inc. and Trikon
Technologies Inc., filed for Chapter 11 bankruptcy protection on
June 9, 2009 (Bankr. N.D. Calif. Case No. 09-54511).  Judge Roger
L. Efremsky presides over the Chapter 11 case.  Attorneys at the
Law Offices of Murray and Murray represent the Debtors.  At the
time of the filing, Aviza Technology estimated assets and debts of
$10 million to $50 million.


BACHRACH ACQUISITION: Pursues Plan Exclusivity Until Dec. 4
-----------------------------------------------------------
Bloomberg's Bill Rochelle reports that Bachrach Acquisition LLC is
asking the Bankruptcy Court to extend its exclusive period to file
a Chapter 11 plan until December 4.  The Debtor's request for a
second extension is scheduled for hearing on November 17.
Bachrach says its books weren't up to date when the bankruptcy
case began.

According to the report, at the Nov. 17 hearing, the Official
Committee of Unsecured Creditors will also be requesting authority
to conduct an investigation into whether the company repaid loans
to insiders within one year of bankruptcy.  If the Committee's
suspicions turn out to be true, the repayments might be recovered
as preferences.

Headquartered in New York City, Bachrach Acquisition, LLC --
http://www.bachrach.com/-- sells men's apparel and has stores in
13 states.

The Company filed for Chapter 11 on May 6, 2009 (Bankr. S. D. N.Y.
Case No. 09-12918).  Clifford A. Katz, Esq., Evan J. Salan, Esq.,
Henry G. Swergold, Esq., and Teresa Sadutto-Carley, Esq., at
Platzer, Swergold, Karlan, Levine, Goldberg & Jaslow, LLP,
represent the Debtor in its restructuring efforts.  The formal
lists of assets and liabilities show assets on the books for
$20.2 million and debt totaling $24.2 million, including
$8.1 million secured.


BARZEL INDUSTRIES: U.S. Trustee Objects to Creditors' Settlement
----------------------------------------------------------------
The U.S. Trustee is objecting to a proposed settlement among the
lenders and unsecured creditors and buyer of the assets of Barzel
Industries Inc.  According to Bill Rochelle at Bloomberg, the U.S.
Trustee, an arm of the Justice Department, objects to the
settlement because it will cause money to be distributed in a way
that doesn't comply with priorities in bankruptcy law. The U.S.
Trustee also says that a confirmation of Chapter 11 plan "will be
impossible" and that the case "likely" will end up in dismissal or
conversion to Chapter 7.

As reported by the TCR on Nov. 5, 2009, Chriscott USA Inc. emerged
the winning bidder at an auction for the assets of Barzel
Industries.  The Bankruptcy Court approved the sale of the assets
for $75 million, which is $10 million higher than Chriscott's
stalking-horse bid.  Chriscott had to sweeten its offer after
Lakeside Steel Inc. submitted a competing bid at the Oct. 28
auction.

As part of the settlement reached by Chriscott, the secured
lenders, the Official Committee of Unsecured Creditors and the
Company, the $75 million purchase price includes a $500,000 fund
for unsecured creditors and another $300,000 for suppliers who
shipped goods prior to the filing.  Under the deal, the buyer will
be released from claims that might result from being affiliated
with the owner that sold the business in 2007.  In addition, the
company and the creditors would release the lenders from claims
for financing the 2007 sale.

                      About Barzel Industries

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

Barzel recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have an Asset Purchase Agreement with Chriscott USA
Inc. and 4513614 Canada Inc. pursuant to which the Buyer will
purchase substantially all of the assets of the Sellers for
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.


BEAR STEARNS: Liquidators File 2nd Complaint vs. Cohen, et al.
--------------------------------------------------------------
Geoffrey Varga, voluntary liquidator of Bear Stearns High-Grade
Structured Credit Strategies (Overseas) Ltd., and Bear Stearns
High-Grade Structured Credit Strategies Enhanced Leverage
(Overseas) Ltd., filed a second amended complaint against Barry
Joseph Cohen, Gerald R. Cummins, David Sandelovsky, Greg Quental,
Bear Stearns Asset Management Inc., The Bear Stearns Companies,
Inc., Bear Stearns & Co. Inc., Ralph Cioffi, Matthew Tannin, and
Raymond McGarrigal.

The Second Amended Complaint alleged that the Defendants failed
to properly structure the Overseas Funds, failed to provide
adequate managerial oversight and risk management to the Oversea.
Funds, engaged in a pattern of misrepresentations and deceptive
conduct with respect to the Overseas Funds, and continually
placed their own interests ahead of the interests of the Overseas
Funds.

Subsequently, the Defendants answered the Second Amended
Complaint and denied all the allegations contained therein.  Mr.
Tannin, in particular, says that he acted with honesty, integrity
and in good faith, and specifically denies any allegation to the
contrary.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint provisional liquidators.


BEAR STEARNS: SEC Distributes $267 Mil. to Funds Hurt by Collapse
-----------------------------------------------------------------
On May 15, 2009, the U.S. Securities and Exchange Commission
started a $267 million Fair Fund distribution to mutual funds and
mutual fund shareholders who were harmed by late trading and
market timing that occurred through Bear Stearns, which was
charged by the SEC in a 2006 enforcement action.

According to the SEC, the disbursement of more than $216 million
will go to approximately 761,000 shareholders who were harmed and
to the asset bases of more than 1,000 affected mutual funds.  The
Bear Stearns Fair Fund will ultimately return more than
$267 million to harmed mutual funds and shareholders before the
end of 2009.

James A. Clarkson, acting director of the SEC's New York Regional
Office said that the SEC is very pleased to make its first
distribution from the Bear Stearns Fair Fund to injured mutual
funds and their shareholders and look forward to disbursing the
rest of the money in the succeeding months.

The Sarbanes-Oxley Act of 2002 gave the SEC authority to increase
the amount of money returned to injured investors by allowing
civil penalties to be included in Fair Fund distributions.  Prior
to SOX, only disgorgement could be returned to investors.

Dick D'Anna, Director of the Office of Collections and
Distributions added that the SEC staff continues to work
diligently to ensure the distribution of Fair Funds to affected
funds and investors.  Since passage of the Sarbanes-Oxley Act,
the SEC has returned more than $5 billion in lost funds to harmed
investors.

The SEC brought and settled public administrative and cease-and-
desist proceedings against Bear Stearns & Co., Inc. and Bear,
Stearns Securities Corp. in March 2006 for violations of the
federal securities laws in connection with late trading and
market timing of mutual funds.  The SEC's order found that
shareholders were harmed by the late trading and market timing of
mutual funds facilitated by Bear Stearns from January 1999
through October 2003.  Bear Stearns consented to the order
without admitting or denying the findings.  Among other things,
the order required Bear Stearns to pay $250 million in
disgorgement and penalties for distribution through a Fair Fund.
The SEC issued an order approving the Bear Stearns Distribution
Plan on Feb. 4, 2009.

The SEC notes that distributions are not being made pursuant to a
claims process.  Therefore, mutual funds and others eligible for
distributions from the Bear Stearns Fair Fund do not need to
contact the SEC in order to receive a payment.

The Fair Fund Administrator responsible for distribution is Rust
Consulting, Inc.  Investor questions regarding the distribution
may be directed to Rust at (888) 356-0259 and information
regarding the distribution can also be obtained at:

            http://www.bearstearnsfairfundsettlement.com

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint provisional liquidators.


BEAR STEARNS: Bruce Sherman Sues Former Top Executives
------------------------------------------------------
Bruce Sherman, owner of 5.9 percent of Bear Stearns' outstanding
shares and its largest stockholders, sued Bear Stearns' former
top executives and Deloitte & Touche LLP, the company's auditor,
in a Manhattan federal court and seeks unspecified damages, The
Associated Press reports.

Mr. Sherman acquired his shares as an officer of Private Capital
Management and advised others to do the same.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint provisional liquidators.


BELLUS HEALTH: Net Loss Down to $5.84-Mil; Has Going Concern Doubt
------------------------------------------------------------------
BELLUS Health Inc. (TSX: BLU) reported financial results for the
third quarter and nine-months ended September 30, 2009.  The
Company reported a reduced net loss, compared to the corresponding
period in the previous year, and an increased cash position for
the quarter, due largely to Management's efforts to reduce
overhead expenses and its cash burn rate, as well as a successful
rights offering during the third quarter.

For the three-month period ended September 30, 2009, BELLUS Health
reported a net loss of US$5,840,000 (US$0.04 per share), compared
to a net loss of US$11,175,000 (US$0.22 per share) for the
corresponding period the previous year.  For the nine-month period
ended September 30, 2009, the net loss amounted to US$2,867,000
(US$0.02 per share), compared to a net loss of US$36,959,000
(US$0.75 per share) for the same period last year.

Gross sales amounted to US$76,000 for the current quarter
(US$272,000 for the nine-month period) compared to US$206,000 for
the comparative periods the previous year.  Net sales amounted to
US$99,000 for the current quarter (negative US$6,000 for the nine-
month period) compared to US$153,000 for the comparative periods
the previous year.  These sales represent the sales of
VIVIMIND(TM) (also known as tramiprosate and homotaurine), the
Company's first natural health brand launched in September 2008,
in Canada and globally on the Internet.

As at Sept. 30, 2009, the Company had cash and cash equivalents in
the amount of US$17,217,000.  The Company expects to receive
US$2.3 million of tax credits in the next months and there are
credit facilities in the amount of approximately US$1.2 million
that are currently available.  As at Sept. 30, 2009, the Company's
committed cash obligations and expected level of expenses for the
upcoming twelve months may exceed the committed sources of funds
and the Company's cash and cash equivalents on hand.  The ability
of the Company to continue as a going concern is dependent upon
raising additional financing through borrowings, share issuances,
receiving funds through collaborative research contracts,
distribution agreements or product licensing agreements, and
ultimately, from obtaining regulatory approval in various
jurisdictions to market and sell its product candidates and
ultimately achieving future profitable operations.  The outcome of
these matters is dependent on a number of factors outside of the
Company's control.  These factors raise significant doubt about
the Company's ability to continue as a going concern.

Management continues to actively pursue additional financing.  The
Company is currently involved in ongoing discussions with several
parties to secure partnership agreement, collaboration agreement,
licensing agreement and/or sale with respect to its businesses,
product or product candidates.  While the discussions could lead
to the signing of binding agreements in the future, there can be
no assurance whatsoever that any such transaction will be put in
place.  As a result, there is material uncertainty as to whether
the Company will have the ability to continue as a going concern
and thereby realize its assets and discharge its liabilities in
the normal course of business.

As announced by the Company's March 31, 2009, the TSX undertook a
routine delisting review of BELLUS Health as a result of the
Company's having invoked the financial difficulty exemption in
connection with the 2009 Notes financing.  On October 20, the
Company received confirmation from the TSX that its Listing
Committee had determined that the Company satisfies the TSX's
continued listing requirements.

                    About BELLUS Health

BELLUS Health is a global health company focused on the
development and commercialization of products to provide
innovative health solutions to address critical unmet medical
needs.


BERNARD MADOFF: Optimal's Echeverria Charged with Mismanagement
---------------------------------------------------------------
Warren Giles at Bloomberg reports that Manuel Echeverria, the
former head of Banco Santander SA's Optimal Investment Services
unit in Geneva, has been charged with criminal mismanagement over
his handling of client funds invested with Bernard Madoff.

Mr. Echeverria failed to protect the interests of his clients
because of "abnormally high remuneration," according to charges
outlined in a ruling by the Court of Appeal in Geneva that was
obtained by Bloomberg News.  Investigating Magistrate Marc
Tappolet confirmed the contents of the document, which was sent
to the parties in the case on Nov. 6.

Optimal's customers invested about EUR2.33 billion
(US$3.49 billion) with Madoff, according to Santander.

                      About Bernard L. Madoff

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

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

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


BERNARD MADOFF: Trustee Talking Settlement with Picower Widow
-------------------------------------------------------------
Irving H. Picard, the trustee liquidating Bernard L. Madoff
Investment Securities LLC, is in settlement talks with the widow
of Jeffrey M. Picower, Bill Rochelle at Bloomberg reported.

Mr. Picower was sued for $7.2 billion by Mr. Picard.  Mr. Picower,
however, drowned in his swimming pool in Palm Beach, Florida, in
October.

Irving H. Picard has sued Mr. Picower and his foundation
$7 billion, to recover fictitious profits that the latter has
withdrawn from Madoff.  Mr. Picower denied that he knowingly
profited from the Ponzi scheme.

                      About Bernard L. Madoff

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

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

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


BIG SKY FARMS INC: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Big Sky Farms Inc.

Chapter 15 Debtor: Big Sky Farms Inc.
                   c/o Julie Johnson McLean
                   215 10th Street, Suite 1300
                   Des Moines, IA 50309

Chapter 15 Case No.: 09-03293

Chapter 15 Petition Date: November 10, 2009

Court: Northern District of Iowa (Sioux City)

Judge: William L. Edmonds

Chapter 15 Petitioner's Counsel: Julie Johnson McLean, Esq.
                                 215 10th Street, Suite 1300
                                 Des Moines, IA 50309-3993
                                 Tel: (515) 288-2500
                                 Fax: (515) 243-0654
                              Email: JulieMcLean@davisbrownlaw.com

Estimated Assets: _______

Estimated Debts:  _______


BIGLER LP: Asks Court Approval to Hire BMC as Claims Agent
----------------------------------------------------------
Bigler LP, Bigler Petrochemical, LP, Bigler Plant Services, LP,
and Bigler Terminals, LP, have sought the approval of the U.S.
Bankruptcy Court for the Southern District of Texas to employ BMC
Group, Inc., as claims, noticing, and balloting agent.

BMC will provide these services to the Debtors:

     a. maintaining the creditor matrix, preparing and serving
        required notices;

     b. maintaining an official copy of the Debtors' schedules of
        assets and liabilities as well as statements of financial
        affairs;

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

     d. furnishing a form for the filing of a proof of claim;

     e. docketing all claims received, maintaining the official
        claims registers for each Debtor on behalf of the Clerk,
        maintaining copies of all proofs of claim filed, and
        providing the Clerk with certified duplicate unofficial
        Claims Registers on a weekly basis, unless otherwise
        directed; and

     f. recording all transfers of claims and providing any
        notices of transfers required and providing access to the
        public for examination of copies of the proofs of claim
        without charge during regular business hours;

BMC will charge standard prices for its services, expenses and
supplies at the rates or prices in effect on the day the services
and/or supplies are provided to the Debtor.  A copy of BMC's
standard pricing is available for free at:

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

Tinamarie Feil, president and co-founder of BMC, assures the Court
that BMC doesn't have interests adverse to the interest of the
Debtors' estates or of any class of creditors and equity security
holders.  Ms. Feil maintains that BMC is a "disinterested person"
as the term is defined under Section 101(14) of the Bankruptcy
Code.

                           About Bigler

Houston-based Bigler is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.  The Company and its affiliates are engaged
in a variety of operations within the chemical and petrochemical
industries.  The Companies currently have approximately 70
employees.  The Companies' corporate headquarters are located at
1920 N. Memorial Way, Suite 201, Houston, Texas 77007.

Bigler filed for Chapter 11 reorganization on October 30, 2009, in
Houston (Bankr S.D. Tex. Case No. 09-38188), listing $233 million
in assets against $151 million in liabilities.


BIGLER LP: Wants King & Spalding as Bankruptcy Counsel
------------------------------------------------------
Bigler LP, Bigler Petrochemical, LP, Bigler Plant Services, LP,
and Bigler Terminals, LP, have sought permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ King
& Spalding LLP as bankruptcy counsel.

K&S will, among other things:

     (a) take all necessary action to protect and preserve the
         estates of the Debtors, including the prosecution of
         actions on the Debtors' behalf, the defense of any
         actions commenced against the Debtors, the negotiation of
         disputes in which the Debtors are involved, and the
         preparation of objections to claims filed against the
         Debtors' estates;

     (b) prepare on behalf of the Debtors the necessary motions,
         applications, answers, orders, reports, and other papers
         in connection with the administration of the Debtors'
         estates;

     (c) negotiate and prepare on behalf of the Debtors a plan of
         to reorganization, a disclosure statement, and all
         related documents, and negotiate and prepare documents
         relating to the disposition of assets, as requested by
         the Debtors; and

     (d) advise the Debtors on finance, and finance-related
         matters and transactions, and matters relating to the
         sale of the Debtor's assets.

Henry J. Kaim, a partner in the firm of K&S, says that the firm
will be paid based on the hourly rates of its professionals:

             Professional                   Rate
             ------------                   ----
             Senior Partners             $260-$850
             Paralegals                  $205-$275
             Legal Assistants            $205-$275
             Document Clerks             $205-$275

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

Houston-based Bigler is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.  The Company and its affiliates are engaged
in a variety of operations within the chemical and petrochemical
industries.  The Companies currently have approximately 70
employees.  The Companies' corporate headquarters are located at
1920 N. Memorial Way, Suite 201, Houston, Texas 77007.

Bigler filed for Chapter 11 reorganization on October 30, 2009, in
Houston (Bankr S.D. Tex. Case No. 09-38188), listing $233 million
in assets against $151 million in liabilities.


BIGLER LP: Schedules Filing Deadline Extended Until January 13
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas, at
the behest of Bigler LP, et al., extended the deadline to file
schedules and statements of financial affairs until January 13,
2010.

The Debtors had said that due to the size and complexity of their
operations, they will be unable to compile all the information
necessary for the preparation and filing of schedules and
statements of financial affairs within 15 days after the Debtors'
October 30, 2009 bankruptcy filings.  According to the Debtors,
employee efforts during the initial stages of this case are
critical and should be focused on attending to the Debtors'
businesses and operations to maximize the value of the Debtors'
estates.  The Debtors currently have several employees working
diligently to assemble and collate the necessary information.  The
Debtors anticipated that they would need a minimum of 75 days
within which to prepare and file their schedules and statements of
financial affairs in the appropriate format.

Houston-based Bigler is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.  The Company and its affiliates are engaged
in a variety of operations within the chemical and petrochemical
industries.  Bigler started as a trading and distribution company,
but began a transition to a fully integrated manufacturer in 2004.

Bigler LP filed for Chapter 11 reorganization on October 30, 2009,
in Houston (Bankr S.D. Tex. Case No. 09-38188), listing
$233 million in assets against $151 million in liabilities.


BIGLER LP: Wants H. Malcolm Lovett as Chief Restructuring Officer
-----------------------------------------------------------------
Bigler LP, Bigler Land, LLC, Bigler Petrochemical, LP, Bigler
Plant Services, LP, and Bigler Terminals, LP, have asked for
permission from the U.S. Bankruptcy Court for the Southern
District of Texas to employ H. Malcolm Lovett, Jr., at Strategic
Capital Corp. as chief restructuring officer.

Mr. Lovett will provide certain financial advisory and managerial
services as CRO.  Mr. Lovett says that he will be paid $410 per
hour, plus the reimbursement of necessary expenses.

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

Houston-based Bigler is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.  The Company and its affiliates are engaged
in a variety of operations within the chemical and petrochemical
industries.  The Companies currently have approximately 70
employees.  The Companies' corporate headquarters are located at
1920 N. Memorial Way, Suite 201, Houston, Texas 77007.

Bigler filed for Chapter 11 reorganization on October 30, 2009, in
Houston (Bankr S.D. Tex. Case No. 09-38188), listing $233 million
in assets against $151 million in liabilities.


BON SECOUR: Sec. 341 Meeting Set for December 8
-----------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Bon Secour
Partners, LLC's creditors on December 8, 2009, at 10:00 a.m. at
Dallas, Room 976.

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.

Dallas, Texas-based Bon Secour Partners, LLC, filed for Chapter 11
bankruptcy protection on November 3, 2009 (Bankr. N.D. Tex. Case
No. 09-37580).  Gerrit M. Pronske, Esq., at Pronske & Patel, P.C.,
assists the Company in its restructuring effort.  In its petition,
the Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


BON SECOUR: List of Six Largest Unsecured Creditors
----------------------------------------------------
Bon Secour Partners, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas a list of its six largest unsecured
creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/txnb09-37580.pdf

Dallas, Texas-based Bon Secour Partners, LLC, filed for Chapter 11
bankruptcy protection on November 3, 2009 (Bankr. N.D. Tex. Case
No. 09-37580).  Gerrit M. Pronske, Esq., at Pronske & Patel, P.C.,
assists the Company in its restructuring effort.  In its petition,
the Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


B.O.S. BETTER: Posts $2.7-Mil. Q3 Net Loss; In Waiver Talks
-----------------------------------------------------------
B.O.S. Better Online Solutions Ltd. reported its results for the
third quarter ended September 30, 2009.

Financial highlights for the third quarter and first nine months
ended September 30, 2009 (NON-GAAP):

    * Revenues for the third quarter and first nine months of
      2009 amounted to $8.0 million and $25.1 million
      respectively, compared to $13.4 million and $41.4 million
      in the comparable periods in 2008.

    * EBITDA for the third quarter and first nine months of 2009
      amounted to ($928,000) and ($1.6) million respectively,
      compared to ($110,000) and $468,000 in the comparable
      periods in 2008.

    * The Company's backlog is showing signs of recovery and
      amounted to $9.9 million in the third quarter of 2009,
      compared to $8.9 million in the second quarter.

    * The Company is implementing cost reduction measures in the
      fourth quarter of 2009.

Revenues for the third quarter and first nine months of 2009
amounted to $8.0 million and $25.1 million respectively, compared
to $13.4 million and $41.4 million respectively, in the comparable
periods in 2008.  The significant reduction in revenues is mainly
attributed to the global economic crises.

Revenues for the third quarter of 2009 remain at a similar level
to those of the second quarter of 2009, which is a sign of
stability after revenues fell consecutively in the first two
quarters of 2009.

The Company's management said that it is encouraged by the growth
of its backlog during the third quarter of 2009.  The Company's
backlog dropped from a level of $12.1 million as of September 30,
2008 to $8.9 million as of June 30, 2009, but as of September 30,
2009, backlog increased to $9.9 million, and the trend continued
in October 2009.

In the first quarter of 2009, the Company implemented cost
reduction measures, which included a reduction of 19% (29
employees) of the workforce.  The drop in revenues in the first
nine months of 2009 was stronger than the Company anticipated.
BOS is now in the process of implementing additional cost-cutting
measures, including an additional reduction of 14% (17 employees)
of its workforce.

"We believe that the recent sign of recovery in our backlog and
the cost reduction program we are putting into place will improve
our financial results going forward," said acting CEO Yuval Viner.

Review of results on a GAAP basis:

Gross profit for the third quarter of 2009 includes an inventory
write-off in the amount of $1.3 million resulting from the overall
global economic conditions and its impact on the Company's
business operations.  As a result, gross margin as a percentage of
revenues was reduced to 5.1% in the third quarter, down from 22%
in the same period last year.

Operating loss for the third quarter and for the first nine months
of 2009 amounted to $2.5 million and $4.9 million respectively,
compared to operating losses of $409,000 and $576,000 for the same
periods in 2008, respectively.  The Company's operating loss for
the first nine months of year 2009 includes an impairment of
goodwill in the amount of $1.2 million.

Other expenses for the third quarter and first nine months of 2009
amounted to $59,000 and $304,000 respectively, which consisted
primarily of a further impairment of the Company's investment in
New World Brands Inc. /quotes/comstock/11k!nwbd (NWBD 0.01, 0.00,
-3.45%) in which BOS holds less than 20%.

Net loss for the third quarter and first nine months of 2009
amounted to $2.7 million and $5.8 million respectively, compared
to net loss of $830,000 and $909,000 in the comparable periods in
2008, respectively.

As of September 30, 2009, cash and cash equivalents were
$1.7 million and short term bank loans amounted to $12.9 million.

Following the financial results of the third quarter, the Company
is not in line with its financial covenants with its banks, and is
currently discussing with the banks waivers and a redefinition of
new financial covenants.  As a result, long term bank loans in the
amount of $1 million as of September 30, 2009, are presented under
short term bank loans.

On August 20, 2009, the Company announced that it closed a
$2.4 million convertible loan financing with several lenders
including Catalyst Private Equity Partners (Israel) II L.P.,
Telegraph Hill Capital Fund I, LLC, certain existing shareholders
and members of its management.

"Our performance in the third quarter and first nine months of
2009 was adversely affected by the global economic slowdown.
Therefore, we have accelerated the implementation of a cost
reduction program, which is already resulting in improved
operating efficiency," said acting CEO Yuval Viner.

"Equally important, we are putting in place an integration plan
between the supply chain and RFID & mobile divisions in order to
optimize the allocation of our resources amongst our divisions.
We expect this will lead to better performance for the BOS group.
We are also optimistic that the growth in backlog, compared to the
first two quarters of 2009 is a sign that recovery is starting,"
said Avidan Zelicovsky, acting President.

Edouard Cukierman, Chairman, added: "In addition to these
measures, due to our growing product portfolio and expertise in
the RFID market, we are well positioned to increase revenues and
improve our operating results."

                             About BOS

B.O.S. Better Online Solutions Ltd. --
http://www.boscorporate.com/-- is a provider of RFID, mobile and
supply chain solutions to global enterprises.  BOS' proprietary
BOServer, BOSaNova, RFID, mobile and supply chain offerings are
being used to improve the efficiency of enterprise logistics and
organizational monitoring and control systems of over 2,000
customers worldwide.  With BOS solutions, companies are enhancing
the automation of various aspects of their supply chain, improving
asset tracking, and managing real-time business data, all crucial
to improving margins in today's competitive marketplace.


CANWEST GLOBAL: CEP Offers Itself as Union Members Representative
-----------------------------------------------------------------
The Communications, Energy and Paperworkers Union of Canada seeks
an order from the Ontario Superior Court of Justice:

  (a) appointing the Union to represent its current and former
      members, including pensioners and their beneficiaries,
      employed or formerly employed by Canwest Global
      Communications Corp. and the other applicants and
      partnerships -- the CMI Entities --  in the proceedings
      under the Companies' Creditors Arrangement Act;

  (b) appointing CaleyWray as representative counsel on behalf
      of the Union's Current and Former Members;

  (c) granting that reasonable legal, actuarial and financial
      expert and advisory fees and other incidental fees and
      disbursements, as may have been or will be incurred by the
      Union and their counsel, will be paid by the Applicants on
      a bi-weekly basis; and

  (c) declaring that the property of the Applicants is subject
      to a security or charge in the amount of C$200,000 in
      respect of the fees and expenses of the Union incurred in
      connection with retaining any financial, legal or other
      experts necessary in order to effectively participate in
      the CCAA proceedings.

The scope of the representation Order requested by the Union does
not encompass Former Members of CHCH TV, which are to be
separately represented in the CCAA proceedings.

The Union or CEP represents approximately 1,000 bargaining unit
employees employed by the Applicants in Vancouver, Kelowna,
Edmonton, Calgary, Lethbridge, Saskatoon, Winnipeg, Toronto
and Ottawa and Halifax and New Brunswick.  A principal function
of the Union as exclusive bargaining agent of employees employed
by the Applicants is the negotiation and administration of
collective agreements.

Employees and retirees are a vulnerable group of creditors in an
insolvency because they have little means to pursue a claim in
complex CCAA proceedings or other related insolvency proceedings,
says Douglas J. Wray, Esq., at CaleyWray, in Ontario, Toronto.

Mr. Wray relates that after issuance of the Initial Order, the
Applicants stopped making payments to a number of the Union's
Formers Members that were in receipt of salary continuance.
Furthermore, the Applicants refused to continue a number of
important proceedings, including a termination grievance and
proceedings before the Canada Industrial Relations Board
pertaining to the configuration of the Union's bargaining units.
The Union has a substantial number of outstanding grievances
against the Applicants that have been stayed by the Initial
Order.

The Initial Order may necessitate filing a large number of
diverse and complex claims on behalf of the Current and Formers
Members, Mr. Wray says.  The Union intends to facilitate and
advance the claims of its Current and Former Members.

Mr. Wray avers that appointing a representative and having
representative counsel will introduce efficiency to the process
as having one representative for all Current and Former Members
of the Union benefits the entire group of creditors and also the
estate by avoiding multiple legal representations and
proceedings.  The practical reality is that a large-scale
restructuring like the Applicants' may be unable to progress in
an efficient manner without a Representation Order, he says.  The
large number of employees working or retired in multiple
locations and provinces, and the concomitant pension and other
complex issues, require effective and efficient advocacy, Mr.
Wray adds.

                        Applicants Object

The CMI Entities take no position with respect to the appointment
of the CEP Union as representative of the CEP Members or the
appointment of CaleyWray as CEP Representative Counsel.  However,
the CMI Entities strongly oppose the granting of funding for the
representation or the granting of a charge over their property in
respect of the fees and expenses incurred for the representation.

John E. McGuire, chief financial officer of Canwest Global
Communications Corp. and Canwest Media Inc., relates that because
all current and former CEP Members are being kept current in
respect of salary, pension and post-retirement benefits -- with
the exception of those union members who receive a pension under
the CH Employees Plan and approximately nine CEP members who were
recently terminated from their employment and have been advised
that they will no longer receive salary continuance -- to the
best of the knowledge of the CMI Entities, none of the CEP
Members are creditors of the CMI Entities and none have claims
against the CMI Entities.  With no claims to be made against the
CMI Entities, the CEP Members have no need to retain financial,
legal or other experts to ensure their effective participation in
the CCAA proceedings, Mr. McGuire adds.

The CMI Entities submit that the fact that the CEP Union is
experiencing declining membership and financial difficulties due
to the economic crisis and its involvement in numerous CCAA
proceedings is irrelevant to its funding request in the present
case.  The internal funding of the CEP Union's activities, and
the fact that the CEP Union's former members do not pay dues, is
not something that ought to be of concern to the CMI Entities.

                          *     *     *

The Honorable Justice Sarah E. Pepall has denied the CEP Union's
Motion.  Madam Justice Pepall pointed out that CEP intends to
represent its current and former members, except for the CH
Employees.  But for this desire and subject to the agreement of
Cavalluzzo LLP to act, there is no principled reason for separate
representation.  "It arises by choice not out of necessity.
Furthermore, this is an insolvency," Madam Justice Pepall said.

Madam Justice Pepall held that absent a clear and compelling
reason including the existence of an obvious conflict of
interest, the general rule should be that funding by applicant
debtors should only be available for one representative counsel.
Even if one disagrees with that proposition, in this case, the
CMI Entities have paid and intend to continue to pay, amongst
other things, salaries, current service and special payments with
respect to the defined benefit pension plans and post-employment
and post-retirement benefit payments, she said.  Accordingly,
Madam Justice Pepall was not persuaded that funding should be
granted to pay for CEP's costs for outstanding grievances.

                       About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Submits List of Creditors to Canada Court
---------------------------------------------------------
Canwest Global Communications Corp. and the other applicants and
partnerships -- the CMI Entities -- submitted to the Ontario
Superior Court of Justice a list of creditors who filed claims
against the estate pursuant to the Creditors' Companies
Arrangement Act.  A copy of the 50-page list is available for
free at http://bankrupt.com/misc/CanWest_CredsList1006.pdf

                       About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: CEP Union Asks for Bar Date Extension
-----------------------------------------------------
The Communications, Energy and Paperworkers Union asks the
Ontario Superior Court of Justice to extend the Claims Bar Date
from November 19, 2009, to a date and time deemed appropriate by
the Canadian Court.

The CEP Union avers that the Canadian court has the jurisdiction
and authority to extend the Claims Bar Date pursuant to Section
11 of the Companies' Creditors Arrangement Act.  The Union
submits that it is appropriate and in the interests of the
stakeholders that it represents to have the Claims Bar Date
extended.

Douglas J. Wray, Esq., at CaleyWray, in Ontario, Toronto, tells
the Canadian Court that the CEP Union does not have sufficient
time to identify, value and process claims within the timeframe
contemplated by the Claims Procedure Order.  According to Mr.
Wray, the Union has been unsuccessful in its attempts to secure
the contact information of the Current and Former Members from
the Applicants, which has had the effect of impeding its ability
to assess the status of the Current and Former Member's claims.

Accordingly, the CEP Union submits that it is appropriate for the
Canadian Court to order that the Claims Bar Date be extended so
as to enable the Union to effectively advance the interests of
the Current and Former Members.

                      Applicants Object

The CMI Entities strongly oppose the CEP Union's request.  John
E. McGuire, chief financial officer of Canwest Global
Communications Corp. and Canwest Media Inc., says that the CMI
Entities have developed the Claims Procedure, and set the
timeline contained therein, in order to advance the
recapitalization process in accordance with the Key Dates and
timeframe contemplated in the Support Agreement.

According to Mr. McGuire, the Support Agreement requires the CMI
Entities to take all steps reasonably necessary to obtain
creditor approval of a plan of arrangement by no later than
January 30, 2010, and to cause the plan of arrangement to be
implemented by no later than April 15, 2010. If the Key Dates in
the Support Agreement are not satisfied, the Support Agreement
can be terminated and the Consenting Noteholders will no longer
be under any obligation to support the Recapitalization
Transaction.  This is clearly not in the best interest of
the CMI Entities, Mr. McGuire avers.

                         *     *     *

The Honorable Madam Justice Sarah E. Pepall has denied the CEP
Union's Motion.  Based on the evidence before her, Madam Justice
Pepall said, she was not persuaded that an extension is necessary
at this time.

                       About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: CEP Union Asks for Lift Stay for Arbitration
------------------------------------------------------------
The Communications, Energy and Paperworkers Union of Canada ask
the Ontario Superior Court of Justice for an order lifting the
stay of proceedings, as provided in the Initial Order, permitting
the Union to proceed with its arbitration proceeding against
Canwest Global Communications Corp. concerning the termination of
Vicki Anderson.

The CEP Union also asks the Canadian Court to direct the
Applicants to pay any debts incurred in respect of the services
provided by Arbitrator Barry Levinson in connection with the
grievance of Ms. Anderson.

Vicki Anderson was terminated by CHCH Television effective
July 27, 2007.  The CEP Union filed a grievance on August 21,
2007, asserting that the CHCH Television did not have just cause
to terminate the employment of Ms. Anderson.  There have been
eight days of hearing before Arbitrator Levinson.  All evidence
has been called and November 3, 2009, was scheduled for final
argument.

Douglas J. Wray, Esq., at CaleyWray, in Ontario, Toronto, relates
that the Union has contacted counsel to CHCH Television
requesting an agreement to permit the grievance hearing date to
proceed notwithstanding the stay of proceedings provided for in
the Initial Order.

Mr. Wary says that no agreement has been reached permitting the
grievance of Ms. Anderson to proceed.

Mr. Wray avers that no prejudice to CHCH Television, any of the
Applicants or any stakeholder would result from lifting the stay
of proceedings to permit the grievance of Ms. Anderson to
proceed.

Mr. Anderson has been severely prejudiced by CHCH Television's
decision to unjustly terminate her employment, Mr. Wray says.

                       About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Goldman Wants to Void 441's Shares Transfer
-----------------------------------------------------------
GS Capital Partners VI Fund L.P., GSCP VI AA One Holding S.a.r.l,
and GS VI AA One Parallel Holding S.a.r.l ask the Ontario
Superior Court of Justice to issue an order:

  (a) setting aside and declaring void the transfer of the
      shares from 4414616 Canada Inc. to Canwest Media Inc. on
      or about October 5, 2009;

  (b) declaring that the rights and remedies of the GS Parties
      in respect of the obligations of 441 under a
      shareholders agreement are not affected by the Companies'
      Creditors Arrangement Act proceedings in any way
      whatsoever; and

  (c) setting aside or amending paragraph 59 of the Initial
      Order to the extent that it purports to declare that
      certain pre-filing transactions entered into by Canwest
      Global Communications Corp. and the other applicants and
      partnerships -- the CMI Entities -- do not constitute
      fraudulent preferences, fraudulent conveyances, oppressive
      conduct, settlements or other challengeable, voidable or
      reviewable transactions under any applicable law.

The GS Parties assert that the transfer was (i) contrary to the
terms of the Shareholders Agreement and consequently ineffective;
(ii) fraudulent and void as against creditors or others; (iii)
oppressive or unfairly prejudicial of the interests and rights of
the GS Parties; and (iv) an abuse of the proceedings under the
CCAA.

In 2007, Canwest Global Communications Corp. approached GSCP and
at least two other U.S. based leading private equity investors
seeking financial support for its bid in the Alliance Atlantis
Communications Inc. auction process and received proposals from
them.  Canwest chose the proposal made by GSCP and the parties
successfully bid for all of the Alliance Atlantis assets.  The
Bid includes the acquisition of CW Investments Co. (Canada) of a
specialty TV business from Alliance Atlantis, the "Specialty TV
Business."

These are the salient terms of the deal between GSCP and Canwest
Global which enabled them to successfully acquire Alliance
Atlantis:

  (a) GSCP would acquire, at its own expense and at its own
      risk, the slower growth businesses, including the film
      distribution business and the 50% interest in the CSI
      television series franchise;

  (b) CWI would acquire the Specialty TV Business, and CWI would
      be owned by 441 and the GS Holdcos under the terms of the
      Shareholders Agreement;

  (c) GSCP would assist CWI in obtaining separate financing for
      the Specialty TV Business; and

  (d) Eventually, Canwest Global would contribute the
      Conventional TV Business on a debt free basis to CWI in
      return for an increased ownership stake in CWI.

In addition to their rights as shareholders, the GS Parties have
the benefit of important contractual rights pursuant to the
Shareholders Agreement entered into as of August 15, 2007, and
amended and restated as of January 4, 2008.  The GS Parties rely
on the Shareholders Agreement to preserve the key business
elements of their relationship with 441, CWI and Canwest Global.

To allow CMI to increase its equity holding in CWI, the
Shareholders Agreement requires CMI to cause the transfer of the
Conventional TV Business to CWI in return for additional shares
of CWI.  The Shareholders Agreement limits the upside recovery by
the GS Parties through "call rights" that allow CWI to purchase
the shares held by the GS Parties at a price calculated by a pre-
determined formula.  The Shareholders Agreement provides a
minimum return for the GS Parties through "put rights"
exercisable by the GS Parties against CWI in 2011 through 2013.

While ensuring control by 441, the Shareholders Agreement limits
certain activities of CWI without the affirmative vote of a
director nominated to the board of CWI by the GS Parties.

In the event of the insolvency of CMI, the Shareholders Agreement
permits the GS Parties to sell all of the shares of CWI.
Throughout its dealings with the Specialty TV Business, GSCP
fully accommodated the requests and requirements of the CRTC, in
part through the terms of the Shareholders Agreement, and has
fully supported the on-going operation of the Specialty TV
Business under the control of Canwest Global through its
subsidiary 441.

In order to preserve the upside for Canwest Global, and to
provide a minimum return for the GS Parties' equity investment,
CWI was permitted to call the shares held by the GS Parties and
the GS Parties were entitled to put their shares to CWI in
installments from 2011 through 2013.  The GS Parties put rights
were a trade off both for CWI's right to call the shares held by
the GS Parties in CWI and for Canwest Global's right to delay the
contribution of the Conventional TV Business until Canwest could
improve the financial performance of its Conventional TV
Business.

Through the Shareholders Agreement, 441, the wholly owned
subsidiary of CMI, controlled CWI.

Gerald J. Cardinale, managing Director of Goldman Sachs & Co.,
relates that the Shareholders Agreement was negotiated between
the parties with specific consideration given to the parties'
best interests in the event of an insolvency of Canwest Global.
In particular, Canwest Global and the GS Parties agreed upon
certain actions that would occur in the event of an insolvency of
Canwest Global.

Mr. Cardinale asserts that the transfer of the assets of 441 to
CMI as part of the wind up of 441 improperly stayed the rights of
GSCP in respect of obligations to be performed by 441 under the
Shareholders Agreement including 441's obligations.

Mr. Cardinale relates that 441 is a critical party to the
Shareholders Agreement.  It had no other assets or liabilities
other than its shares in CWI and its obligations in respect of
those shares to the GS Parties.  As the shareholder, it was the
party that implements the governance protections of the
Shareholders Agreement.  It is the party whose shares could be
sold in accordance with Section 6.10 of the Shareholders
Agreement, he said.

According to Mr. Cardinale, in completing the winding up of 441,
Canwest breached the provisions of the Shareholders Agreement as
well as the Canada Business Corporations Act.  The phrase "wind
up" in this instance involved two steps, he said.  First, 441
transferred its shares of CWI to its parent company CMI.  This
transaction was subject to restrictions on the transfer of the
shares set out in the Shareholders Agreement.  Second, 441 was
dissolved under the CBCA provisions that permit companies to
dissolve voluntarily if they have no assets, obligations or
liabilities.

Mr. Cardinale asserts that the wind up of 441 was oppressive and
undoubtedly intended to impair the interests of the GS Parties
because it transfers solvent 441's shares in CWI to insolvent
CMI.  Mr. Cardinale points out that 441 was not a guarantor of
the Notes and, prior to the wind up of 441, the Noteholders had
no claims against 441 or its shares in CWI.  Mr. Cardinale adds
that the wind up is also unfair purely from a process perspective
because Canwest Global used the wind up of 441, just before it
filed for protection from creditors, to advantage the Noteholders
over the GS Parties, including by purporting to stay the rights
of the GS Parties under the CCAA and subjecting 441's shares in
CWI to the creditor claims by the Noteholders.

Additionally, the conveyance of the shares of CWI owned by 441 to
CMI did not comply with the restrictions on transfer of shares in
CWI contained in the Shareholders Agreement, Mr. Cardinale
argues.

Given the timing of the assignment and the stay that immediately
followed, it is hard to believe that CMI had any intention of
performing the obligations of 441 under the Shareholders
Agreement, Mr. Cardinale adds.

"The formal dissolution of 441 ignored the express ongoing
obligations of 441 under the Shareholders Agreement.  Contrary to
the false premise under which 441 was voluntarily dissolved, at
the time of its dissolution, 441 had all of its contractual
obligations and liabilities under the Shareholders Agreement,"
Ms. Cardinale maintains.

                       About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Monitor Reports on CCAA Updates
-----------------------------------------------
FTI Consulting Canada Inc., the Court-appointed monitor under the
proceeding under Companies' Creditors Arrangement Act filed by
Canwest Global Communications Corp. and the other applicants and
partnerships -- the CMI Entities -- updated the Ontario Superior
Court of Justice with the Applicants' activities and other events
occurring since October 6, 2009.

                      Claims Procedure

In accordance with the terms of the Claims Procedure Order, on
October 22, 2009, the Monitor sent out 1,416 CMI Claims Packages
to the CMI Known Creditors and 1,989 CMI Claims Packages to the
CMI Employees.

The Monitor also posted the CMI Claims Notice for two business
days in each of The Globe & Mail, the National Post, La Presse
and The Wall Street Journal in the period between October 16,
2009, and October 20, 2009.

As of October 28, 2009, the Claims Procedure is unfolding as
contemplated under the Claims Procedure Order.

Pursuant to the Claims Procedure Order, the Monitor is directed
to file a report with the Court detailing the nature and quantum
of the Canwest Intercompany Claims by October 31, 2009.  The
Monitor has determined that it will not be possible to complete
the report in that timeframe and will be requesting an
endorsement of the Canadian Court to extend the time for
completion of the report until November 30, 2009.

                      Contract Disclaimers

On October 13, 2009, in accordance with Section 32 of the CCAA
and following consultation with the Chief Restructuring Officer,
the CMI Entities requested the Monitor's consent to disclaim or
resiliate an agreement between Canwest Television Limited
Partnership and E! Entertainment Television Inc.

In accordance with the provisions of the CCAA and the Canadian
Association of Insolvency and Restructuring Professionals,
Standard of Practice No. 095, Disclaimer or Resiliation of
Agreements, the Monitor reviewed the E! Agreement and consulted
with members of the CMI Entities' management in order to gain an
understanding of the reasons for the proposed disclaimer, the
financial benefits and costs to the CMI Entities resulting from
the disclaimer, and the financial impact of not disclaiming the
E! Agreement on the CMI Entities and the CCAA Proceedings.

The Monitor also considered whether the resiliation of the E!
Agreement would enhance the prospects of a viable compromise or
arrangement being made in respect of the CMI Entities or
otherwise benefit the CMI Entities' stakeholders as a whole.

Following its review and consideration of the relevant factors,
the Monitor provided its consent to the CMI Entities to resiliate
the E! Agreement.  The CMI Entities served the notice of
disclaimer on E! on October 14, 2009.

            Pre-filing Payments to Certain Suppliers

Pursuant to the Initial Order, the Monitor is directed to report
to the Canadian Court with respect to any payments made in
connection with amounts owing for goods and services actually
supplied to the CMI Entities "by other suppliers, with the prior
consent of the Monitor, if, in the opinion of the CMI Entities,
the supplier is critical to the CMI Business and ongoing
operations of any of the CMI Entities".

As of October 18, 2009, the CMI Entities had paid a total of
C$242,358 to four "other suppliers".  All four suppliers are
considered critical in the CMI Entities' opinion and all payments
were made with the prior consent of and following discussions
with the Monitor.

        Receipts and Disbursements to October 18, 2009

The CMI Entities' actual consolidated net cash outflow for the
period from October 6, 2009, to October 18, 2009, was
approximately C$16.6 million.  A summary of the actual receipts
and disbursements shows:

                   For the Period from Oct. 6 to Oct. 18, 2009

                                Forecast         Actual
Operating Cashflow             --------         ------
Receipts
  Receipts                   C$12,589,000    C$11,369,000
  Intercompany Receipts                 0               0
                              -----------     -----------
   Total Receipts            C$12,589,000    C$11,369,000
                              -----------     -----------

Disbursements
  Operating Disbursements     (27,387,000)    (23,950,000)
   Capital Expenditures          (695,000)        (69,000)
   Intercompany Disbursements           0               0
                              -----------     -----------
    Total Disbursements       (28,081,000)    (24,019,000)
                              -----------     -----------
    Net Operating Cashflows (C$15,484,000)  (C$12,650,000)
                              -----------     -----------
Restructuring Costs
Restructuring Costs           (1,165,000)     (2,248,000)
  DIP Interest/Fees                     0      (1,395,000)
                              -----------     -----------
    Total Restructuring Costs  (1,165,000)     (3,643,000)
                              -----------     -----------
Total Net Cashflow           (16,649,000)    (16,293,000)

     Opening Cash              47,810,000      84,285,000
     DIP Advances                       0               0
     Other Advances                     0               0
                              -----------     -----------
Ending Cash                 C$31,161,000    C$68,046,000
                              ===========     ===========

Greg Watson, senior managing director of FTI, relates that the
actual net cash outflow was approximately C$356,000 less than the
forecast.  The significant items contributing to the positive
variance are:

  (a) a net positive operating variance of approximately
      C$2.8 million in receipts and disbursements primarily as a
      result of:

        (i) a negative variance of C$2 million in receipts
            resulting from the delay in the transition of the
            business of the National Post Company;

       (ii) a positive variance of C$0.8 million in operating
            receipts resulting from timing of general
            collections;

      (iii) a positive variance of C$2.3 million related to
            obtaining better than expected payment terms from
            certain creditors; and

       (iv) a positive variance of C$1.8 million related to
            differences in timing of the receipt and payment of
            general invoices offset by higher disbursements
            resulting from the continued operation by CMI of the
            National Post Company; and

  (b) a negative variance of C$2.5 million related to
      restructuring costs, of which C$1.4 million related to the
      timing of the payment of fees for conversion of the CIT
      DIP facility.

Mr. Watson adds that ending cash on hand at October 18, 2009, was
approximately C$68 million representing a positive variance of
approximately C$36.9 million compared to the Initial Forecast.
Permanent positive variances totaled approximately C$5.8 million
of which approximately C$1.5 million related to lower payroll and
C$4.1 million related to lower general operating disbursements.
The remaining positive timing variance of C$31.1 million related
to delay in the receipt and payment of invoices from broadcast
studios in the aggregate amount of C$15.7 million and delayed
disbursements for general operating and capital expenditures in
the amount of C$9 million.

The CMI Entities expect that a portion of the variances will
reverse in the future.

                      Cash Flow Forecast

The CMI Entities, with the assistance of the Monitor, submitted
to the Canadian Court an updated consolidated forecast of their
receipts, disbursements and financing requirements.  A full-text
copy of the Cash Flow Forecast for the period from October 19,
2009, through January 31, 2010, is available for free at

      http://bankrupt.com/misc/CanWest_WCFFOct19toJan31.pdf

It is estimated that for the period of October 19, 2009, to
January 31, 2010, the CCAA Entities will have total receipts of
C$158.5 million, total operating disbursements of
C$196.8 million, and total disbursements relating to the
restructuring of C$8.8 million for net cash flow outflow of
C$47.2 million.

It is anticipated that the CCAA Entities' forecast liquidity
requirements during the Cashflow Forecast Period will continue to
be met by the funds advanced by Irish Holdco pursuant to the
Irish Holdco Secured Note and no drawdown on the CIT Credit
Facility is forecast during the Cashflow Forecast Period.

In addition, pursuant to the CIT Credit Agreement, following the
commencement of the CCAA Proceedings, the CIT Facility increased
to a maximum of C$100 million, converted to a DIP facility, and
was approved by the Court in the Initial Order.

The CMI Entities' liquidity requirements since the date of the
Initial Order were met by the funds advanced by Irish Holdco
pursuant to the Irish Holdco Secured Note and as of October 18,
2009, there were no amounts drawn under the CIT Facility.

On October 16, 2009, the Monitor also submitted to the Canadian
Court a Weekly Cash Flow Forecast for the period from October 5,
2009, through January 13, 2009.  The purpose of the cash flow
projections is to determine the liquidity requirements for the
CCAA Entities during the CCAA proceedings.

The Monitor disclaims that since the Cash-Flow Statement is based
on assumptions regarding future events, actual results will vary
from the information presented even if Hypothetical Assumptions
occur, and the variations may be material.  Accordingly, the
Monitor expresses no assurance as to whether the Cash-Flow
Statement will be achieved.  The Monitor expresses no opinion or
other form of assurance with respect to the accuracy of any
financial information presented in the Cash-Flow Statement.
Accordingly, the Applicants' investors are cautioned that the
Cash-Flow Statement may not be appropriate for other purposes.

A full-text copy of the Cash-Flow Statement is available for free
at http://bankrupt.com/misc/CanWest_WCFFOct5toJan13.pdf

                       About Canwest Global

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

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

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

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

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

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


CARE FOUNDATION: Wants Solicitation Period Extended Until March 20
------------------------------------------------------------------
Care Foundation of America, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Middle District of Tennessee to
extend until March 30, 2010, its exclusive period to obtain
acceptance of their Joint Plan of Reorganization.

A hearing on the request for a second extension has been scheduled
for Nov. 24, 2009, at 9:00 a.m.  Objections, if any, are due on
Nov. 23, at 4:00 p.m.

Based in Nashville, Tennessee, Care Foundation of America, Inc.,
is a nonprofit corporation.  Care Foundation and its affiliates
each own certain real estate, improvements, and fixtures in the
Tampa Bay, Florida that each one in turn leases to Health Services
Management, Inc., and its wholly owned subsidiaries for use as a
skilled nurning facility.

The facilities are known as Ayers Health & Rehabilitation Center,
Brooksville Healthcare Center, Bear Creek Nursing Center, Heather
Hill Healthcare Center, Royal Oak Nursing Center, and as Cypress
Cove Care Center.  The Company and five affiliates filed separate
petitions for Chapter 11 relief on December 31, 2008 (Bankr. M.D.
Tenn. Lead Case No. 08-12367).

David E. Lemke, Esq., at Waller Landsden Dortch & Davis,
represents the Debtors as counsel.  When the Debtors filed for
protection from their creditors, they listed total assets of
between $50,000,000 and $100,000,000, and total debts of between
$1,000,00 and $10,000,000.


CAUDELL-WHITE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Caudell-White Properties, LLP
        c/o Webb Tanner Powell Mertz & Wilson
        P.O. Box 1390
        Lawrenceville, GA 30046

Bankruptcy Case No.: 09-24821

Chapter 11 Petition Date: November 10, 2009

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

Debtor's Counsel: J. Robert Williamson, 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
3 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/ganb09-24821.pdf

The petition was signed by Robert L. White, manager of the
Company.


CHRYSLER LLC: Agrees to Stay Relief for Mady Dispute Ruling
-----------------------------------------------------------
In May 2003, Edmund Mady leased a 2003 Dodge Viper manufactured by
Old Carco.  Thereafter, Mr. Mady filed suit in the 15th Judicial
Circuit of Florida against Old Carco for breach of written and
implied warranties, pursuant to the Magnuson-Moss Warranty-Federal
Trade Commission Improvement Act.  On December 29, 2005, Mr. Mady
accepted a proposal for settlement of the Consumer Action and
subsequently moved for an award of attorneys' fees and costs.

The Trial Court denied the Costs Motion and Mr. Mady appealed the
Costs Order to Florida's Fourth District Court of Appeals.  On
March 26, 2008, the Court of Appeals affirmed the Costs Order.
Mr. Mady appealed the Court of Appeals Ruling to the Supreme Court
of Florida.

In the Mady Appeal, both parties submitted briefs, and oral
argument was held on March 12, 2009.  As of the Petition Date, the
Supreme Court of Florida had not yet issued any ruling on the Mady
Appeal.  On May 22, 2009, Old Carco filed a Notice of Suggestion
of Bankruptcy in the Mady Appeal, and on May 27, 2009, the Supreme
Court of Florida ordered the Mady Appeal stayed pending the
disposition of the Debtors' bankruptcy cases.

In a stipulation, the Parties agreed that the Stay is modified
solely to the limited extent necessary to allow the Supreme Court
of Florida to issue a Ruling with respect to the Mady Appeal,
provided, however, that the Parties' Stipulation will not
authorize, or be deemed or construed to authorize, either the
Debtors or Mr. Mady to:

  (a) take any further action with respect to the Mady Action
      before the Supreme Court of Florida or in any other forum,
      including seeking or filing any supplemental briefs or
      additional filings in the Supreme Court of Florida;

  (b) pursue or prosecute any further proceedings or action
      after the Ruling is issued, whether upon remand or
      otherwise; or

  (c) prosecute any other litigation against the Debtors without
      first obtaining further relief from the Stay.

Mr. Mady has indicated that he seeks a ruling from the Supreme
Court of Florida to clarify certain legal issues for future cases
involving other parties and, if he is successful in the Supreme
Court of Florida, to help determine the amount of any monetary
claim that may be awarded in the Mady Action for use in filing a
proof of claim against the Debtors.

With respect to the Debtors, the Ruling will be used for the sole
and exclusive purpose of filing a prepetition claim, if any,
against the Debtors arising out of the Mady Action.

Any Prepetition Claim may be asserted by Mr. Mady solely by filing
a proof of claim evidencing Old Carco's asserted indebtedness.

The Ruling will not be used against the Debtors by any entity for
any other purpose.  For the avoidance of doubt, the Ruling will
not be used to challenge the Sale Opinion, the Sale Order, the
Lemon Law Provision or the impact of any of the foregoing.

                        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: Committee Says Daimler Probe Fees Should be Approved
------------------------------------------------------------------
The United States of America, through the United States Department
of Treasury previously objected to the May to August 2009 monthly
fee applications of these professionals retained by the Official
Committee of Unsecured Creditors with respect to the complaint the
Committee filed against Daimler AG:

  -- Kramer Levin Naftalis & Franel LLP;
  -- Mesirow Financial Consulting LLC; and
  -- Pachulski Stang Ziehl & Jones LLP.

Subsequently, the Committee filed its response to the U.S.
Trustee's objection.  Through its counsel, Thomas Moers Mayer,
Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, the
Committee relates that the Committee conducted the Daimler
Investigation only because the Treasury agreed that it could do
so.

Mr. Mayer says that the Treasury never objected to the Committee's
conducting of the Daimler Investigation or bringing of litigation
resulting from the investigation.  He adds that the Treasury did
not object to the payment of Daimler Investigation Fees until
after the Daimler Investigation was completed.

Accordingly, by its actions, the Treasury has already agreed to
the payment of these fees and expenses, Mr. Mayer submits.

The Committee notes that the Treasury is of course entitled object
to the amount of the Daimler Investigation Fees.  However, the
Committee submits that the approximately $3.6 million -- which
represents fees and disbursements in respect of the Daimler
Investigation for two law firms and one financial advisor -- is
amply justified.

The Committee further notes that it had only 45 days to
investigate Daimler's two-year effort to sell Chrysler and the
intricate 48-step transaction that, as part of the sale,
accomplished the separation of Chrysler Financial LLC from the
Debtors.

The Daimler Investigation resulted in a complaint seeking billions
in damages from Daimler -- a complaint three eminent firms
competed for the right to bring, on a contingent-fee basis, Mr.
Mayer tells the Court.  He further contends that the Court granted
the Committee authority to bring the litigation on behalf of
Chrysler's estate and that the Treasury has yet to advance any
reason why the Committee Daimler Fees are unreasonable.

For these reasons, the Committee asks the Court to overrule the
Treasury Objections and allow the Committee Professionals' fees on
an interim basis, and order the Debtors to pay the Committee
Professionals for the Daimler Investigation Fees.

                       Court Allows Fees

The Court has allowed the fees and reimbursement of expenses for
these professionals for these periods:

  Professional                                  Period
  ------------                                  ------
  Jones Day                                04/30 to 08/31/09
  Togut Segal & Segal LLP                  09/01 to 09/30/09
  Capstone Advisory Group LLC             04/30 to 08/31/09
  Dykema Gossett PLLC                      05/01 to 08/31/09
  Cahill Gordon & Reindel LLP              05/01 to 08/31/09

                        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: Stipulation Amending Master Transaction Pact
----------------------------------------------------------
Chrysler LLC, now known as Old CarCo LLC, and its debtor
affiliates notify Judge Gonzalez and parties-in-interest that
they will present to the Court a stipulation and agreed order
approving Amendment No. 4 to the Master Transaction Agreement,
dated as of April 30, 2009, among Old Carco LLC, formerly known as
Chrysler LLC; Fiat S.p.A.; and Chrysler Group LLC, formerly known
as New CarCo Acquisition LLC.

Pursuant to the Purchase Agreement, Chrysler Group acquired
substantially all of the assets of the Debtors in a sale
transaction that was consummated on June 10, 2009.

Under the stipulation and order, parties to the Purchase Agreement
agreed to authorize the Debtors to enter into the MTA Amendment,
dated as of October 29, 2009.

Pursuant to and as set forth in the MTA Amendment, among other
things:

  (a) Section 2.08(h) of the Purchase Agreement is amended in
      its entirety to add certain Product Liability Claims as
      Assumed Liabilities; and

  (b) Section 2.09(i) of the Purchase Agreement is amended to
      include as Excluded Liabilities all Product Liability
      Claims arising from the sale of Products or Inventory on
      or prior to the Closing that are not described in
      Section 2.08(h) of the Purchase Agreement, as amended by
      the MTA Amendment.

A copy of the MTA Amendment is available for free at:

  http://bankrupt.com/misc/Chrysler_MTA_Amendment_102909.pdf

The MTA Amendment has been approved by the Court.

                      P. Pascale Objects

Prior to the Court's approval of the Stipulation, Patricia
Pascale, plaintiff in a wrongful death case against the Debtors,
tells Judge Gonzalez that she supports the stipulation and agreed
order insofar as it approves amendments to the Purchase Agreement
that provide for New Chrysler's assumption of certain Product
Liability Claims.  However, she notes, the proposed amendments
expressly exclude future asbestos demands from the assumed
liabilities of New Chrysler.

The exclusion of future asbestos demands is improper to the extent
that it purports to affect, in any way, the rights of future
asbestos demand holders to seek relief from New Chrysler, as
contemplated by the Second Circuit in its August 5, 2009, opinion
affirming the Court's order authorizing the sale of substantially
all of the Debtors' assets, Ms. Pascale argues.  She insists that
the stipulation and the proposed amendments should not exclude
future asbestos demands from the assumed liabilities of New
Chrysler.

"At the very least, the [stipulation] and the Purchase Agreement
should make explicit that each is neutral as to future asbestos
demands so that New Chrysler (or any other party) cannot later
rely on the [stipulation] or the amendments to the Purchase
Agreement to try to modify or avoid the import of the Second
Circuit's August 5, 2009 ruling," Ms. Pascale contends.

Ms. Pascale further objected to the Debtors' attempt to have the
Court sign the stipulation on just three days' notice to parties-
in-interest.  She argued that the schedule proposed by the Debtors
for the Court's consideration of the matter does not provide
parties with adequate notice and a fair opportunity to object to
the relief provided.  She added that the Debtors have provided no
valid explanation as to why the stipulation must be entered on a
hurried basis.

                        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: Stipulation Settling NC-M Chassis Disputes
--------------------------------------------------------
On May 27, 2009, NC-M Chassis Systems LLC's parent company, known
as Metaldyne Corporation and certain of its affiliates, including
NC-M Chassis Systems LLC, filed for Chapter 11 protection in the
U.S. Bankruptcy for the Southern District of New York.

Prior to Chrysler's Petition Date, and the Metaldyne Petition
Date, Old Carco LLC f/k/a Chrysler LLC entered into various supply
agreements or releases issued by Old Carco and accepted by
Metaldyne pursuant to which Metaldyne was obligated to manufacture
Old Carco's requirements of certain components parts, service
parts, and assembled goods.

Old Carco and Metaldyne Corporation, on behalf of itself and its
domestic and Canadian controlled affiliates and subsidiaries,
among other parties, executed an "Accommodation Agreement" on May
2009, which set out the financial and other accommodations between
the parties to the Accommodation Agreement.  The Accommodation
Agreement was approved by both the Metaldyne Bankruptcy Court and
the Chrysler Bankruptcy Court as a postpetition agreement.

Old Carco, retroactive as of June 11, 2009, intends to assume and
assign to New Chrysler the Accommodation Agreement and is
submitting a "Stipulation and Agreed Order for Assumption and
Assignment to Chrysler Group LLC of Accommodation Agreement,
Related Purchase Orders, and Access and Security Agreement related
to Metaldyne Corporation et al." for approval by the Chrysler
Bankruptcy Court.

Subsequently, the Parties entered into an NC-M Production
Contract on May 27, 2009, which was approved by both the Metaldyne
Bankruptcy Court and the Chrysler Bankruptcy Court as a
postpetition agreement.

By this stipulation, Old CarCo identifies New Chrysler as its
designee for purposes of exercising any and all rights of a
designee under the NC-M Agreement, including without limitation
the option to purchase certain equipment, in consideration for New
Chrysler's agreement to make certain payments and otherwise assume
certain obligations of Old Carco under the NC-M Agreement.

The Parties' Settlement Terms include a provision that, in
exchange for consideration which the Parties acknowledge to be
sufficient, including but not limited to the assignment to New
Chrysler of Old Carco's Options under the NC-M Agreement, New
Chrysler has agreed to pay certain amounts to satisfy certain
obligations of Old Carco.

The Parties agree that many of the provisions of the Settlement
Terms constitute an ordinary course business transaction in the
automotive industry, which may not even be compromises subject to
approval under Rule 9019 of the Federal Rules of Bankruptcy
Procedure.

In addition, Old Carco submits that many of the provisions of the
Settlement Terms, including the option to purchase Designated
Equipment, were contemplated by the estates and specifically
provided for in the Accommodation Agreement, which has already
been approved by the Court pursuant to an order entered on May 20,
2009.  However, out of an abundance of caution, the Parties are
seeking the Court's approval of the Settlement Terms.

In their stipulation, the Parties agreed that Settlement Terms,
including schedules and exhibits will be approved, nunc pro tunc
to October 30, 2009.

A copy of the Settlement Terms is available for free at:

          http://bankrupt.com/misc/ChrysNC-mTerms.pdf

In a separate stipulation, Metaldyne has agreed that, there are no
amounts that must be paid to cure any defaults under the
Designated Agreements.  However, Metaldyne reserves and does not
waive its rights to assert Old Carco's breach of the Designated
Agreements defensively for set-off purposes or recoupment against
amounts owed to New Chrysler or Old Carco by Metaldyne or its
successors and assigns, including purchasers of its accounts
receivable, but only to the extent the set-off or recoupment
rights arise in connection with or under the Designated
Agreements.

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

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

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

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

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

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

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

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

The Court has entered interim approval on the stipulation entered
into by CIT Group, Inc., and JPMorgan Chase Bank.

The automatic stay provisions of Section 362 of the Bankruptcy
Code are vacated and modified, consistent with the terms of the
Stipulation, Judge Gropper ruled.

The Court will convene a hearing on November 23, 2009, at 2:30
p.m. (prevailing Eastern Time) to consider approval of the
Stipulation on a final basis.

            Terms of the JPM L/C Facility Stipulation

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

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

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

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

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

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

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

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

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

                        About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses.  Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide.  CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr. D.
Del. Case No. 09-16565).  Evercore Partners, Morgan Stanley and
FTI Consulting are the Company's financial advisors and Skadden,
Arps, Slate, Meagher & Flom LLP is legal counsel in connection
with the restructuring plan.  Sullivan & Cromwell is legal advisor
to CIT's Board of Directors.

CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were ncluded
in the filings.

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

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


CIT GROUP: Gets Nod for Kurtzman Hiring as Claims Agent
-------------------------------------------------------
CIT Group, Inc., and CIT Group Funding Company of Delaware LLC
anticipate that there will be hundreds of thousands of creditors
and other parties-in-interest involved in their Debtors' Chapter
11 cases.  To relieve the Office of the Clerk of the Bankruptcy
Court for the Southern District of New York of potential burdens
imposed by notice servicing and claims administration, the
appointment of an outside noticing and claims agent will be
effective and efficient.

The Debtors obtained the Court's permission to employ Kurtzman
Carson Consultants to serve as noticing and claims agent in their
Chapter 11 cases.

Having acted as the official noticing and claims agent in numerous
bankruptcy cases, KCC is well-qualified to provide noticing and
claims administration services to the Debtors and permit them to
focus on their reorganization efforts, Eric Mandelbaum, senior
vice president and deputy general counsel at CIT, relates.

As the Noticing and Claims Agent, KCC will:

  (a) prepare and serve required notices in these Chapter 11
      cases, including:

      (i) a notice of the commencement of these Chapter 11
          cases;

     (ii) notices of any hearings on the Disclosure Statement
          and confirmation of the Prepackaged Plan of
          Reorganization;

    (iii) a notice of the initial meetings of creditors and
          equity holders under Section 341 of the Bankruptcy
          Code, if necessary; and

     (iv) notice of objections to claims;

  (b) maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs;

  (c) provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the
      Chapter 11 cases;

  (d) furnish a notice of the last date for the filing of proofs
      of claim and a form for the filing of a proof of claim,
      as the Court may approve;

  (e) file with the Court an affidavit or certificate of service
      which includes a copy of the notice, a list of persons to
      whom it was mailed and the date and manner mailed;

  (f) docket all claims received by the Clerk, maintain the
      official claims registers for each Debtor on behalf of the
      Clerk, and provide the Clerk with certified duplicate,
      unofficial Claims Registers on a monthly basis, unless
      otherwise directed;

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

  (h) record all transfers of claims, pursuant to Rule 3001(e)
      of the Federal Rules of Bankruptcy Procedure and provide
      any notices of the Transfers;

  (i) Relocate, by messenger, all of the actual proofs of claim
      filed with the Court to KCC, not less than weekly, if
      necessary;

  (j) upon completion of the docketing process, turn over to the
      Clerk copies of the Claims Register for the Clerk's
      review;

  (k) make changes in the Claims Registers pursuant to any
      Court orders;

  (l) maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which will be
      available upon request by a party-in-interest or the
      Clerk;

  (m) assist with, among other things, solicitation and
      calculation of votes and distribution as required in
      furtherance of confirmation of the Plan;

  (n) file with the Court the final version of the Claims
      Register immediately before the closing of the Chapter 11
      cases, if necessary; and

  (o) At the close of the case, box and transport all original
      documents, in proper format, as provided by the Clerk, to:

      The Federal Archives Record Administration
      Central Plains Region
      200 Space Center Drive
      Lee's Summit, MO 64064

Pursuant to an engagement letter between the parties, the Debtors
will pay KCC's professionals based on these hourly rates:

  Professional                              Hourly Rate
  ------------                              -----------
  Clerical                                   $45 to $65
  Project Specialist                         $80 to $140
  Consultant                                $165 to $245
  Senior Consultant                         $255 to $275
  Senior Managing Consultant                $295 to $325
  Technology/Programming Consultant         $145 to $195

The Debtors will also reimburse KCC for out-of-pocket expenses
that it may incur.

Michael J. Frishberg, vice president of Corporate Restructuring
Services of KCC, neither holds nor represents any interest adverse
to the Debtors' estates in connection with any matter on which it
would be employed.  Accordingly, KCC is a "disinterested person,"
within the meaning of Section 101(14) of the Bankruptcy Code.

                        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: Hearing on Injunction vs. Railcar Lessors Nov. 13
------------------------------------------------------------
The Bankruptcy Court directs the Railcar Lessors and the Indenture
Trustees to show cause before Judge Allan L. Gropper of the United
States Bankruptcy Court for the Southern District of New York, at
a telephonic conference on November 13, 2009, at 3:00 p.m.
(prevailing New York Time), why the Court should not enter an
order:

  (i) granting a preliminary injunction precluding Defendants,
      their agents, attorneys, accountants, parents, affiliates,
      subsidiaries, successors, transferees or assigns, and all
      persons acting in concert or participation with any of
      them, based on an event of default triggered by CIT Group,
      Inc.'s bankruptcy filing, from exercising against The CIT
      Group/Equipment Financing, Inc., its property or other
      interests, any remedies -- other than the demand for
      payment of Stipulated Loss Value and any other amounts due
      and payable under the Headleases -- under certain "lease
      in, lease-out" transactions of railcars during the
      pendency of the Debtors' Chapter 11 cases or, in the
      alternative,

(ii) extending and applying the automatic stay under Section
      362(a) of the Bankruptcy Code to stay the enforcement of
      Additional Default Remedies against CIT-EF, its property
      or other interests.

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

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

Pending a hearing and determination on the Motion, the Enjoined
Parties will be temporarily restrained from exercising any of the
Additional Default Remedies against CIT-EF, its property or other
interests.

As stated on the record at the November 3 TRO Hearing, several of
the Defendants and other transaction parties have consented to the
entry of the Show Cause Order on these terms:

  A. If the appropriate parties seek payment of Stipulated Loss
     Value under their applicable transaction documents and in
     accordance with the transaction documents, CIT-EF will pay
     the Stipulated Loss Value and other amounts owing under the
     transaction documents to the transaction parties on the
     first applicable payment date under the relevant
     transaction documents so long as the transaction parties
     satisfy the applicable conditions precedent to the payment
     under the transaction documents.

  B. If the transaction parties seek payment of Stipulated Loss
     Value and other amounts owing under the transaction
     documents before November 30, 2009, and the transaction
     parties satisfy all conditions precedent under the
     applicable transaction documents and Stipulated Loss Value
     and other amounts owing under the transaction documents are
     not paid by the first applicable payment date, the
     restraining order, Stay Extension, and any preliminary and
     final injunction will immediately terminate without further
     action by any of the parties or order of the Court.

  C. The delivery of any notices or other actions required to
     obtain or facilitate the payment of Stipulated Loss Value
     under the relevant transaction documents will not be
     enjoined under the TRO, Stay Extension, or any preliminary
     and final injunction and will not be deemed a violation of
     the automatic stay under Section 362(a).

  D. The TRO, Stay Extension, and any preliminary and final
     injunction will not apply to aircraft.

  E. The TRO, Stay Extension, and any preliminary and final
     injunction will not alter or amend any rights and
     obligations under the transaction documents except as
     specifically set forth in the TRO, Stay Extension, and any
     preliminary and final injunction.

  F. The Debtors and CIT-EF do not intend to pay to the
     transaction parties any amounts in excess of Stipulated
     Loss Value and any other amounts due and owing under the
     applicable transaction documents.

  G. All parties reserve all rights with respect to extension of
     the TRO or entry of the preliminary injunction, or
     extension of the automatic stay, as well as the calculation
     of any amounts owing under the transaction documents.

Pursuant to Rule 7065 of the Federal Rules of Bankruptcy
Procedure, the security provisions of Rule 65(c) of the Federal
Rules of Civil Procedure are waived.

Any objection to the Motion must be filed with the Court no later
than 4:00 p.m. (prevailing New York time) on November 10, 2009.

                            The Lawsuit

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                        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)


CITIGROUP INC: Reports Stake in China MediaExpress, et al.
----------------------------------------------------------
Citigroup Global Markets Inc., Citigroup Financial Products Inc.,
Citigroup Global Markets Holdings Inc., and Citigroup Inc.
disclose holding:

     -- 1,000 shares of the common stock of China MediaExpress
        Holdings, Inc. f/k/a "TM Entertainment & Media, Inc.";

     -- 1,000,000 shares or roughly 2.4% of the common stock of
        Western Liberty Bancorp f/k/a "Global Consumer Acquisition
        Corp.";

     -- 1,262,342 shares or roughly 1.6% of the common stock of
        Stream Global Services, Inc.;

The Citigroup entities disclose they no longer hold units of
Auction Rate Preferreds of both Calamos Global Dynamic Income Fund
and Nuveen Senior Income Fund.

Citigroup reported net income for the third quarter 2009 of
$101 million from a net loss of $2.8 billion during the same
period in 2008.

Citigroup has continued its deleveraging, reducing total assets
from $2.05 trillion a year ago to $1.88 trillion at September 30,
2009.  Asset reductions in Citi Holdings made up approximately 98%
of the decline, reflecting the Company's continued strategy of
reducing its assets and exposures in this business segment, which
are down by almost one-third since the peak levels of early 2008.

                         About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $52 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


CITIGROUP INC: To Issue 3 Series of Notes; Files Docs with SEC
--------------------------------------------------------------
Citigroup Inc. filed with the Securities and Exchange Commission
documents in connection with Citigroup Funding Inc.'s issuance of
these securities:

     -- Notes Based Upon a Basket of Currencies Due 2011, at
        $1,000 per note.  The Notes are 95% partial principal
        protected if held to maturity, subject to the credit risk
        of Citigroup.  The Notes combine the investment
        characteristics of debt and currency investments and pay
        an amount at maturity that will depend on the percentage
        change in the value of each of the Brazilian real, Russian
        ruble, Indian rupee and South African rand, each relative
        to the U.S. dollar, as measured by each relevant exchange
        rate, from the Pricing Date to the Valuation Date.

        See offering summary at:
        http://ResearchArchives.com/t/s?491e

        See preliminary pricing supplement at:
        http://ResearchArchives.com/t/s?491f

     -- 10,000 Callable Leveraged CMS Spread Principal Protected
        Notes Due October 29, 2024, at $1,000 per Note

        See Amended Pricing Supplement at:
        http://ResearchArchives.com/t/s?4920

     -- Equity LinKed Securities __% Per Annum, Based Upon the
        Common Stock of Research in Motion Limited Due 2010, at
        $10.00 per ELKS

        See offering summary at:
        http://ResearchArchives.com/t/s?4922

Citigroup Inc. also filed with the SEC the CitiFirst Structured
Investments Offerings Brochure for November 2009.  A full-text
copy of the Brochure is available at no charge at:

              http://ResearchArchives.com/t/s?491d

Citigroup also filed its Institutional Investment Manager's Report
on Form 13F.  A full-text copy of the Form 13F is available at no
charge at http://ResearchArchives.com/t/s?4921

Citigroup reported net income for the third quarter 2009 of
$101 million from a net loss of $2.8 billion during the same
period in 2008.

Citigroup has continued its deleveraging, reducing total assets
from $2.05 trillion a year ago to $1.88 trillion at September 30,
2009.  Asset reductions in Citi Holdings made up approximately 98%
of the decline, reflecting the Company's continued strategy of
reducing its assets and exposures in this business segment, which
are down by almost one-third since the peak levels of early 2008.

                         About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) --
http://www.citigroup.com/-- is organized into four major segments
-- Consumer Banking, Global Cards, Institutional Clients Group,
and Global Wealth Management.  At June 30, 2009, Citigroup had
total assets of $1.84 trillion and total liabilities of
$1.69 trillion.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $52 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


CLEARWIRE COMMUNICATIONS: S&P Puts 'B+' Rating on $1.45 Bil. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to the proposed $1.45 billion of senior secured
notes due 2015 to be co-issued by Clearwire Communications LLC and
Clearwire Finance Inc.  Both entities are subsidiaries of
Kirkland, Wash.-based wireless carrier Clearwire Corp. S&P rated
the notes 'B+' (two notches higher than S&P's 'B-' issue-level
rating on the company) with a recovery rating of '1', indicating
S&P's expectation of very high (90% to 100%) recovery for
noteholders in the event of payment default.

The notes will be issued under Rule 144A without registration
rights.  Net proceeds, coupled with $244 million of new rollover
secured notes, will be used to refinance about $1.4 billion
outstanding of existing debt, including the existing $178 million
Sprint term loan and $66 million term loan held by Comcast.  The
rollover notes will be pari passu with the new secured notes.  As
part of the transaction, Clearwire's existing owners will invest
about $1.56 billion in exchange for equity in the company,
proceeds of which will be used to fund the build-out of new
markets in 2010.  S&P estimates total funded debt at about
$1.7 billion.

At the same time, S&P affirmed its existing ratings on Clearwire,
including the 'B-' corporate credit rating.  The rating outlook is
stable.

The 'B-' rating continues to reflect S&P's expectation that
Clearwire will have large EBITDA losses and net free cash flow
deficits for at least several years, coupled with a substantial
debt burden.  It also reflects S&P's view that the company has a
vulnerable business position as a developmental stage company with
uncertain growth prospects for fourth-generation (4G) wireless
services, a limited operating history, technology risk, and
significant competition from existing wireline and wireless
broadband services.  Tempering factors include a strong portfolio
of spectrum licenses and adequate near-term liquidity.  S&P's
rating does not impute any additional financial support from
Clearwire's equity investors.

"The notes transaction provides some degree of incremental
liquidity by extending debt maturities, and the equity infusion
will enable the company to expand into new markets over the next
year," said Standard & Poor's credit analyst Allyn Arden.
"However, S&P still expect Clearwire will be net free cash flow
negative for at least the next few years."


CLOUD PEAK: S&P Assigns Corporate Credit Rating at 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
corporate credit rating to Gillette, Wy.-based Cloud Peak.  The
outlook is stable.

Standard & Poor's also said that it assigned an issue-level rating
of 'BB+' (two notches above the corporate credit rating) to the
company's proposed senior secured revolving credit agreement.  The
recovery rating is '1', indicating S&P's expectation of very high
(90%-100%) recovery in the event of a payment default.

In addition, Standard & Poor's assigned a 'BB-' (the same as the
corporate credit rating) issue-level rating to Cloud Peak's
proposed $600 million of senior unsecured notes.  The company
expects to issue the proposed notes in two tranches, with seven-
and 10-year maturities.  The recovery rating on the notes is '3',
indicating S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default.

These ratings are based on preliminary terms and conditions.  S&P
expects that Cloud Peak will use the proceeds of the proposed
notes to make a distribution of about $285 million to RTEA to
support the company's reclamation bonding obligations and to fund
ongoing capital expenditures.

The ratings on Cloud Peak reflect the company's significant
financial leverage, taking into account the need for meaningful
expenditures to secure additional reserves; its lack of operating
diversity; the challenges of operating as a stand-alone company;
and the inherent risks of coal mining, including operating
problems, price volatility, transportation bottlenecks, and
weather-related disruptions.  The ratings also reflect the
favorable competitive position of the company's large, efficient
Powder River Basin operations.

"We are concerned about escalating costs and the potential
negative effects of possible carbon legislation," noted Standard &
Poor's credit analyst Marie Shmaruk.  "However, S&P maintain a
relatively favorable longer-term outlook on the U.S. coal
industry, as depleting reserve bases in Central Appalachia,
difficulties in permitting new mines, the high cost of alternative
electric generation, and heightened overseas demand should support
positive supply and demand trends for the industry over the longer
term, particularly for the cost-effective, reserve-rich PRB."

The company's weak business-risk profile is characterized by its
lack of geographic and operating diversity, somewhat short reserve
life, and currently weak coal market conditions.  With its three
large surface mines all located in the PRB, the company produced
97 million tons of coal in 2008.  It is the third-largest producer
in the U.S and the PRB based on 2008 production.  Both Peabody
Energy Corp. and Arch Coal Inc. (including the Jacobs Ranch
acquisition) have PRB operations that are larger, each producing
about 140 million tons/year.  Cloud Peak has about one billion
tons of proven and probable reserves, though at current production
levels, the reserve life is relatively short (about 11 years of
proven and probable reserves and 14 years of total reserves)
compared with its larger competitors, which have reserve lives of
about 20 years.  To improve the company's reserve life, Cloud Peak
has nominated several Bureau of Land Management (BLM) lease by
application tracts that are expected to come up for bid in the
near to intermediate term.

Although all of the company's production is concentrated in one
basin, this risk is somewhat mitigated by the scale and efficiency
of its operations, which are less susceptible to operating
disruptions than the more mature, difficult-to-mine operations in
the eastern U.S. and by the lack of dependence on a single mine
for the bulk of its profitability.  Still, PRB coal commands lower
prices than eastern coal, and in the run-up of coal prices in
2008, it did not enjoy the same increases as other basins.  This
is primarily because of its lower heat rate, which requires
utilities to burn more coal to generate the same amount of
electricity and, in most cases, the need to transport coal long
distances to reach customers.  These factors tend to keep the
price low, as the utilities consider total costs in their purchase
decisions.

S&P consider the company's financial leverage to be significant,
and S&P's rating incorporates S&P's expectation that debt--
adjusted for LBA payments, asset retirement obligations and
operating leases -- will remain high as the company acquires and
develops additional reserves.  The large expenditures needed to
replace and expand the company's reserve base require a
combination of relatively high prices on planned, but currently
uncontracted, volumes and adequate access to bank lines or other
financing to provide appropriate liquidity for participation in
the government auctions, the timing of which is uncertain and not
within the company's control.  The successful LBA bidders are
required to pay the government in five installments, with the
first one due upon winning the bid for the right to develop and
mine the coal.  Although the company could conserve cash by not
submitting bids on these tracts, this would likely hurt its
overall business position over the longer term.

The stable outlook reflects the company's position as an efficient
PRB coal producer, its appropriate liquidity, and credit metrics
that S&P expects will remain in line with the current rating --
with debt to EBITDA averaging less than 4x.  S&P's outlook assumes
that Cloud Peak has volume and price commitments for a significant
portion of 2010 production at prices above $12 and that prices
will improve beginning in 2011 compared with current levels (2010
delivery in the $8/ton-$9/ton), allowing the company to maintain
its EBITDA at about $250 million.

Downward pressure on the rating could result if continued market
weakness, coupled with high LBA spending, causes credit metrics to
decline to levels no longer consistent with the current rating.
Specifically, S&P would consider a negative rating action if
adjusted debt to EBITDA rose to more than 4x and FFO to total debt
fell below 15%, and S&P felt that Cloud Peak would not be able to
restore them to more appropriate levels in a reasonable time
period.  Although a positive rating action is less likely in the
near term given the company's operating environment and spending
needs, one could occur if market conditions improve meaningfully
and result in a sustainable improvement in credit metrics.
Specifically, S&P could consider revising the outlook to positive
if the company grows its reserve base while consistently
maintaining debt to EBITDA below 3.5x and FFO to total debt at
about 20%.


COHARIE HOG FARM: To Liquidate Assets, Cut 170 Jobs
---------------------------------------------------
Owner Anne Faircloth said the ultimate plan of Coharie Hog Farm
Inc. is to liquidate the Company, which will mean eventual layoffs
of 170 workers at the company's farms, grain elevators, mill and
offices, according to a report by Sarah Ovaska, staff writer of
newsobserver.com

The filing, Ms. Ovaska says, came after more than 30 farmers
complained that the company had not paid them for delivered corn.
The company owes at least $3.12 million to a group of vendors --
including farmers -- She said, citing papers filed with the Court.

Clinton, North Carolina based Coharie Hog Farm, Inc., says it has
been one of the largest swine producers in the U.S., supplying
more than 500,000 hogs a year to a plant operated by Smithfield
Foods Inc. It produced more than 140 million pounds of pork
annually. The closely held operation has six storage facilities
with 3.9 million bushels of capacity.  The business used more than
100 contract farmers to raise hogs for market.  Anne Faircloth
owns 75% of the Company and Nelson Waters owns the remaining
quarter.

Coharie Hog Farm filed for Chapter 11 on Nov. 6, 2009 (Bankr. E.D.
N.C. Case No. 09-09737). Terri L. Gardner, Esq., at Nelson Mullins
Riley & Scarborough, LLP, represents the Debtor in its Chapter 11
effort. The petition says assets and debts range from $10,000,001
to $50,000,000.


CONSECO INC: Files Amendment No. 3 to 3.5% Debentures Tender Offer
------------------------------------------------------------------
Conseco Inc. has filed Amendment No. 3 to its tender offer
statement originally filed on October 15, 2009, as amended by
Amendment No. 1 filed on October 19, 2009, and Amendment No. 2
filed on October 30, 2009, in connection with Conseco's offer to
purchase for cash, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated October 15, 2009, and in
the related Letter of Transmittal, any and all of its outstanding
3.50% Convertible Debentures due September 30, 2035.

The Schedule TO is amended by the information contained in this
amendment.  Except as specifically provided therein, this
amendment does not modify any of the information previously
reported in the Schedule TO.

A full-text copy of Amendment No. 3 is available for free at:

               http://researcharchives.com/t/s?4932

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                          *     *     *

Moody's Investors Service has affirmed the ratings of Conseco,
Inc. (senior bank facility at Caa1) and its insurance subsidiaries
(insurance financial strength at Ba2) and changed the outlook to
positive from negative.

Standard & Poor's Ratings Services said that it affirmed its 'CCC'
counterparty credit rating on Conseco Inc. and the 'BB-' financial
strength ratings on Conseco's insurance subsidiaries.  S&P revised
the outlook to stable from negative.


EDGE PETROLEUM: Plan Confirmation Scheduled for Dec. 11
-------------------------------------------------------
Edge Petroleum Corp. has won approval of the disclosure statement
explaining its Chapter 11 plan.  Edge Petroleum will present the
plan for confirmation and the results of an auction for all assets
on December 11.

The reorganization plan is built upon the sale of the Company's
assets.  The Chapter 11 plan and sale are supported by the holders
of at least two-thirds of the $227.5 million debt under the
secured credit agreement, according to Edge.  The disclosure
statement says the secured lenders are to receive almost all
proceeds from the sale and Edge's cash.  The lenders are to make a
$350,000 "gift" to be shared by unsecured creditors.  In addition,
unsecured creditors can receive collections from preference suits.
The "gift" and lawsuit collections may be used also to pay
expenses of the Chapter 11 case.

Edge Petroleum has received the Bankruptcy Court's approval to
auction off its assets on December 7.  It has signed a certain
Purchase and Sale Agreement dated September 30, 2009 with PGP Gas
Supply Pool No. 3, who will purchase the assets absent higher and
better bids at the auction.

Pursuant to the Purchase Agreement, the effective date for the
sale of the Assets is June 30, 2009 and the purchase price for the
Assets is $191.0 million subject to adjustment for, among other
things, a downward adjustment related to certain changes in the
NYMEX Strip Price over the five year period from January 1, 2010
through December 31, 2014.

The Gas Pricing Downward Adjustment is capped at approximately
$23.9 million.  In addition, in certain events PGP will be
entitled to a break-up fee in the amount of $6.0 million and an
expense reimbursement of $500,000 in certain events if the
contemplated transaction does not close or PGP is not the winning
bidder in the auction.  The Company notes that it currently has
approximately $226.5 million of outstanding principal under its
Credit Agreement which is substantially in excess of the proceeds
expected to be received pursuant to the Purchase Agreement.

                        About Edge Petroleum

Edge Petroleum Corporation (Nasdaq:EPEX) (Nasdaq:EPEXP) is a
Houston-based independent energy company that focuses its
exploration, production and marketing activities in selected
onshore basins of the United States.

At June 30, 2009, the Company's balance sheet showed total assets
of $264,030,000, total liabilities of $252,492,000 and
stockholders' equity of $11,538,000.

Edge Petroleum filed for Chapter 11 on October 2, 2009 (Bankr.
S.D. Tex. Case No. 09-20644).  The Company has retained Akin Gump
Strauss Hauer and Feld as legal counsel, Jordan, Hyden, Womble,
Culbreth & Holzer, P.C., as local counsel, and Parkman Whaling LLC
as financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


EMMIS COMMUNICATIONS: Luther King Capital Discloses 10.4% Stake
---------------------------------------------------------------
LKCM Private Discipline Master Fund SPC, LKCM Private Discipline
Management, L.P., LKCM Alternative Management, LLC, Luther King
Capital Management Corporation, J. Luther King, Jr. and J. Bryan
King disclose that as of November 6, 2009, they may be deemed to
beneficially own 3,386,171 shares of the Class A Common Stock, par
value $0.01, of Emmis Communications Corporation, which represents
roughly 10.4% of the outstanding Common Stock. Of the 3,386,171
shares of Common Stock reported, (i) 2,835,347 shares are held
directly by Master Fund and (ii) 550,824 shares of Common Stock
may be acquired by Master Fund within 60 days of November 6, 2009
upon conversion of shares of Preferred Stock.

Luther King Capital reports that Master Fund sold Emmis Common
Stock and Preferred Stock between October 15 and November 6.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.

At August 31, 2009, Emmis had $511,546,000 in total assets against
$500,910,000 in total liabilities and $140,459,000 in Series A
cumulative convertible preferred stock, resulting in stockholders'
deficit of $179,962,000.  At August 31, 2009, Emmis had
$50,139,000 in non-controlling interests and total deficit of
$129,823,000.

                           *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service changed Emmis Communications' senior
secured term loan rating to Caa2 from Ca following the completion
of a series of Dutch auction transactions pursuant to a March 3,
2009 credit facility amendment.  The revised rating reflects the
Company's capital structure, pro-forma for an roughly
$78 million reduction of term loan debt which has resulted from
these transactions.  In addition, Moody's removed the "/LD"
designation previously appended to the Probability of Default
rating on April 27, 2009.

In April, Moody's cut its corporate family rating on the Company
to 'Caa2'.

In May, S&P raised its corporate credit rating on the Company to
'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating at
the Company's request.


ERICKSON RETIREMENT: Gets Nod to Access $5MM of DIP Financing
-------------------------------------------------------------
Judge Stacey Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas has authorized the Debtors to obtain,
on an interim basis, postpetition financing up to an aggregate
principal amount of $5,000,000 from ERC Funding Co, LLC.

Judge Jernigan also allowed Hingham Campus, LLC, Lincolnshire
Campus, LLC and Naperville Campus, LLC, as non-debtor entities;
Erickson Retirement Communities, LLC, Ashburn Campus, LLC,
Columbus Campus, LLC, Concord Campus GP, LLC, Concord Campus, LP,
Dallas Campus GP, LLC, Dallas Campus, LP, Erickson Construction,
LLC, Erickson Group, LLC, Houston Campus, LP, Kansas Campus, LLC,
Littleton Campus, LLC, Novi Campus, LLC, Senior Campus Services,
LLC, Warminster Campus GP, LLC, Warminster Campus, LP, as debtors
and debtors-in-possession to execute a Superpriority DIP Loan
Agreement and related documents with ERC Funding.  A draft of the
DIP Loan Agreement is available for free at:

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

Under the DIP Loan Agreement, ERC Funding, as DIP Lender, will be
granted superpriority claims and first priority priming liens
senior to any prepetition liens.

Moreover, the Borrowers' Prepetition Lenders are granted
replacement liens on all of the Borrowers' assets and proceeds to
the extent of any diminution in the value of the Prepetition
Lenders' collateral from the Petition Date through the date of
consummation of a transaction or any payment of DIP Obligations
from the Borrowers' property.

The Court clarified that the Borrowers are not allowed to use any
of the $5 million Interim DIP Amount for needs of the non-Debtor
landowners Linden Ponds, Inc., Sedgebrook, Inc. Monarch Landing,
Inc. and Ann's Choice, Inc., or the Debtor landowners Columbus
Campus, LLC, Warminster Campus GP and Warminster Campus, LP.

Pursuant to the Interim DIP Order, ERC Funding has agreed to
waive all fees under the DIP Documents and reserves its rights to
assert those fees at the final hearing on the DIP Motion.  ERC
Funding, however, will be entitled to an expense reimbursement as
provided under the DIP Loan Agreement.

Any objections to the DIP Motion that have not been withdrawn,
waived or settled, and all reservations of rights are denied and
overruled.

As long as the management agreements between Erickson Retirement
Communities LLC and National Senior Campus Not-for-Profit
Organizations remain in place and until the time a plan of
reorganization becomes effective in the Borrowers' Chapter 11
cases, on the 15th and 30th day of each month, the Borrowers are
directed by the Court to advance the aggregate amount of $300,000
to the NSC-NFPs to partially defray the postpetition fees and
costs incurred by the NSC-NFPs for professional services related
to the Borrowers' reorganization efforts.  Every three months,
the NSC-NFPs will provide a reconciliation of the actual fees and
expenses incurred and, to the extent there is a surplus, future
payments to the NSC-NFPs will be adjusted to account for the
surplus payments.  If the payments are insufficient to defray the
amount of the reasonable fees and expenses incurred, the NSC-NFPs
reserve their rights with respect to any shortfall.

Neither the NSC-NFPs nor their professionals are required to
apply to the Court for approval for payment of any fees or
expenses incurred.

A full-text copy of the Erickson Retirement Interim DIP Order
dated November 6, 2009, is available for free at:

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

Judge Jernigan will convene a final hearing on the DIP Motion on
December 4, 2009.  Objections are due November 30.

                      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: Has Nod for Redwood-Led Auction on Dec. 22
---------------------------------------------------------------
Erickson Retirement Communities LLC and its units have sought the
Court's permission to enter into a master sale and purchase
agreement with Redwood-ERC Senior Living Holdings, LLC, Redwood-
ERC Management, LLC, Redwood-ERC Development, LLC, Redwood-ERC
Properties, LLC and Redwood-ERC Kansas, LLC, which contemplates
the sale of substantially all of their assets for $100 million,
subject to higher bids.

Following a hearing, Judge Stacey Jernigan of the U.S. Bankruptcy
Court for the Northern District of Texas approved the proposed
bidding procedures to govern the sale of substantially all of the
assets of Erickson Retirement Communities LLC and its debtor
affiliates.

Interested parties have until December 14, 2009, to submit a
Qualified Bid for the Debtors' assets.

The Debtors are authorized to solicit, initiate, encourage,
facilitate or take any other action designed to facilitate any
inquiries or proposals regarding any merger, share exchange,
consolidation, sale of assets, assumption of liabilities, sale of
shares of capital stock or similar transactions with third parties
until the Bid Deadline.

If the Debtors receive no Qualified Bids other than the bid
submitted by the Redwood Entities, the Debtors will not hold an
auction and Redwood will be named as the Successful Bidder for
the Assets.  If, however, the Debtors receive at least one
Qualified Bid in addition to the Redwood bid, the Debtors will
conduct an auction on December 22, 2009.

The Court-approved Bidding Procedures will not impair the right
of secured creditor to credit bid to the extent applicable; and
it is further.

As previously reported, under a master sale and purchase
agreement, Redwood-ERC Senior Living Holdings, LLC, Redwood-ERC
Management, LLC, Redwood-ERC Development, LLC, Redwood-ERC
Properties, LLC, and Redwood-ERC Kansas, LLC, have committed to
buy substantially all of the Debtors' assets for $100 million,
subject to higher and better bids.

The Court permits the Debtors to assume the Redwood Master
Purchase and Sale Agreement to extent provided under the parties'
agreement.  The Debtors are also allowed to pay the Commitment
Fee, Break-up Fee and Expense Reimbursements provided for under
the MSPA, which fees and reimbursements will be entitled to
priority over all of the Debtors' administrative expenses.

Moreover, Redwood is authorized to exercise its rights under the
MPSA to the extent assumed under the Court's recent Order and
without further Court approval.

Judge Jernigan also approves the procedures relating to the
assumption and assignment of contracts under the MSPA.  The
Successful Bidder will have until 10 days prior to a confirmation
hearing to amend the list of executory contracts and unexpired
leases to be assumed and assigned.

All objections to the Sale Motion to the extent not withdrawn or
resolved are overruled, the Court orders.

More importantly, Judge Jernigan directs the Debtors and Redwood,
as plan sponsor, to file a plan of reorganization and disclosure
statement by November 12, 2009.

The Court clarifies that the Bidding Procedures Order does not
reduce, impair or alter any of the rights or claims of the
National Senior Campus Not-for-Profit Organizations, their
communities, or the residents of these Communities against the
Debtors, the Debtors' property, the Debtors' lenders, the
Debtors' lenders' collateral, Redwood or the Successful Bidder.
The NFP's and Residents' rights and claims include:

  (i) the rights and claims of the Residents to occupy their
      units, to utilize the facilities of their community, to
      receive the services promised under their Residence and
      Care Agreements, and the right to receive a refund of
      their Initial Entrance Deposit or Entrance Deposit
      pursuant to the Residence and Care Agreements;

(ii) the rights and claims of the NFPs pursuant to their
      management agreements, lease agreements, licensing
      agreements, development agreements, loan agreements,
      working capital agreements, purchase option agreements,
      guarantee agreements, indemnity agreements, warranty
      agreements, and any other agreements with the Debtors; and

(iii) any rights of setoff or recoupment arising from the
      relationship between the NFPs and the Debtors.

                      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: Has Nod to Escrow Initial Entrance Deposits
----------------------------------------------------------------
Judge Stacey Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas permits Erickson Retirement Communities
LLC and its units to escrow all postpetition initial entrance
deposits paid by the residents of the Debtors' communities,
including all payments from residents associated with postpetition
Initial Entrance Deposits like P-Notes or postpetition flex pay
arrangements.

For each care continuing retirement community where the landowner
is a Debtor in these Chapter 11 cases, the Debtors will designate
an independent escrow agent immediately to receive and hold in
trust the Initial Entrance Deposits received from the residents
of a CCRC into an escrow account.  Moreover, each CCRC and its
corresponding Debtor Landowner, Not-For-Profit Organizations, and
Escrow Agent will execute an escrow agreement, a draft of which
is available for free at:

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

With respect to each CCRC, the Debtor Landowner must provide
to the prepetition agent of the Construction Loan an accounting
of the Initial Entrance Deposits deposited into the Escrow
Account every two weeks, including the name of the Resident from
whom the Initial Entrance Deposit was collected, the building and
unit number to which the Initial Entrance Deposit pertains, and
the amount of the Initial Entrance Deposit.  The Prepetition
Agent will have a continuing first priority lien against the
Initial Entrance Deposits and all proceeds subject to:

  (i) the validity, priority or extent that the lien existed
      prepetition;

(ii) the rights of the Residents in the Initial Entrance
      Deposits; and

(iii) any further orders of the Court regarding interests in the
      Initial Entrance Deposits, including DIP Financing Orders.

With respect to Ann's Choice, Inc.'s campus, the Debtors may only
escrow the net amount left after the Initial Entrance Deposits
have flowed through applicable waterfalls, pursuant to applicable
bond indentures and loan agreements.

Judge Jernigan clarifies that the Debtors may not escrow any
Initial Entrance Deposits transferred to non-Debtor entities.

                      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)


ESCADA AG: Insolvency Proceedings in Germany Opened Nov. 1
----------------------------------------------------------
In line with schedule the insolvency court, Munich Municipal
Court, opened insolvency proceedings on the assets of Escada AG on
November 1, 2009, at 12 noon.  Effective November 1, the power of
administration and control over all assets and the power of
representation of the company has therefore been transferred to
the duly appointed insolvency administrator, Attorney-at-Law Dr.
Christian Gerloff from Munich, who had so far acted as preliminary
insolvency administrator.

On August 13, 2009, Escada AG had filed for an insolvency petition
because of impending illiquidity.

The insolvency administrator is engaged in advanced negotiations
with a number of interested parties and is pursuing the objective
of the company's going concern.  These negotiations are unaffected
by the opening of the insolvency proceedings.  The aim is to find
a new perspective for the companies of the ESCADA Group in the
near future.  The company's Board of Management continues to
support this process as well as the operative
management of the company.

                         About ESCADA AG

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

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

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

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


ESCADA AG: Ordinary Course Professionals Motion Denied
------------------------------------------------------
Escada (USA) Inc. has sought the Court's authority to retain six
professionals to render services in the ordinary course of its
business, nunc pro tunc to the Petition Date:

  Firm                             Services to be Provided
  ----                             -----------------------
  Gibson Dunn & Crutcher LLP       Legal representation in the
                                   matter of Escada (USA), Inc.
                                   v. Utiliquest

  Kobayashi, Sugita & Goda         Legal representation in the
                                   Sakaue v. Escada (USA) Inc.

  Follick & Bessich                Legal representation in the
                                   matter of the assessment by
                                   U.S. Customs and Border
                                   Protection for back duties

  Divine, Blalock, Martin          Accounting services for Palm
  & Sellari, P.A.                  Beach store business license
                                   annual renewal

  S. Nobile & Company              Accounting and form
                                   preparation services for
                                   sales tax obligations

  Retail Portfolio                 Lease selection and
  Solutions, Inc.                  negotiation services

Gerald C. Bender, Esq., at O'Melveny & Myers LLP, in New York,
relates that in the past, the Debtor engaged the services of the
OCPs relating to litigation, corporate requirements, real estate
and employee-related issues.  It is essential that the employment
of the OCPs, many of whom are already familiar with the Debtor's
financial and business affairs, be continued to avoid disruption
of the Debtor's normal business operations, he maintains.

The Debtor seeks to reserve the right to hire additional OCPs
from time to time during the pendency of its bankruptcy case, as
the need arises, and to otherwise supplement the list of OCP from
time to time, as necessary.

Mr. Bender points out that it is "impractical and cost
inefficient" for the Debtor to submit individual applications and
proposed retention orders for each OCP as required by Rules 2014
and 2016 of the Federal Rules of Bankruptcy Procedure.
Accordingly, the Debtor asks the Court to dispense with the
requirement of individual employment applications and retention
orders with respect to each OCP.

The Debtor also requires each OCP to provide (i) a declaration
certifying that the OCP does not represent or hold any interest
adverse to the Debtor or its estate, and (ii) a completed
retention questionnaire.  The Debtor will then serve the OCP
Declaration and Retention Questionnaire with the Court and serve
upon the Reviewing Parties, which include:

  * The Office of the United States Trustee,
    33 Whitehall Street, 21st Floor
    New York, New York 10004
    Attn: Elisabetta G. Gasparini, Esq.

  * Otterbourg, Steindler, Houston & Rosen, P.C.,
    Attorneys for the Official Committee of Unsecured Creditors
    230 Park Avenue
    New York, New York 10169
    Attn: Melanie e. Cyganowski

The Reviewing Parties will have 10 days to notify in writing the
Debtor, the other Reviewing Parties and the relevant OCP of any
objection to an OCP retention stemming from the contents of the
OCP Declaration or Retention Questionnaire.  Absent any
objection, the retention and compensation structure of the OCP
professional will be deemed approved without further Court order.
Any objection filed that remains unresolved in 10 days will be
set for a hearing before the Court.

The Debtor proposes 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 Debtor of an appropriate
invoice setting forth in reasonable detail the nature of the
services rendered and disbursements actually incurred.

If any amount owed for an OCP's fees and disbursements exceeds
$20,000 per month a cumulative basis, then the payments to that
OCP for the excess amounts will be subject to the prior approval
of the Court in accordance with Sections 330 and 331 of the
Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules
for the Southern District of New York, as well as the Fee
Guidelines promulgated by the U.S. Trustee.

Paying fees on a cumulative basis would mean that an OCP whose
fees and disbursements were less than $20,000 in any month would
be eligible to apply the difference between $20,000 and the
amount billed in that particular month to any subsequent month in
which fees and disbursements exceed $20,000.  However, payment
during any such subsequent month should not exceed $40,000 per
OCP.

In addition, the Debtor proposes to cap payments to each OCP at
$150,000 for the entire period in which its Chapter 11 case is
pending.  In the event an OCP seeks more than $40,000 per month
on a cumulative basis, that OCP will be required to file a fee
application for the full amount of its fees and expenses for that
month.  The Debtor reserves the right to amend the monthly
compensation limitations.

Although certain of the OCPs may hold unsecured claims against
the Debtor for prepetition services, the Debtor does not believe
that any of the OCPs have an interest materially adverse to its
interest and the interest of its creditors or other parties-in-
interest that should preclude the OCP from continuing to
represent the Debtor.  Thus, all of the OCPs proposed to be
retained meet the special counsel retention requirement under
Section 327(e) of the Bankruptcy Code, the Debtor insists.

                         *     *     *

For reasons stated on record at the hearing held October 30,
2009, Judge Bernstein denied the Debtor's request, without
prejudice.

                         About ESCADA AG

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

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

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

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


ESCADA AG: Sells Primera Brands to Endurance Capital
----------------------------------------------------
Escada AG has sold its Primera division to German private equity
firm Endurance Capital, Drapersonline.com reported on November 5,
2009.

Primera consists of brands Laurel, Apriori and Cavita, which
Escada AG intended to sell to investment fund Mutares AG in May
2009.  Due to problems with the closing of the deal, Escada AG
withdrew from the transaction, according to the report.

Endurance Capital will invest in Primera, driving product and
distribution to grow all three brands in 2010, with an initial
focus on Europe.

"The Primera management have done an excellent job and created
the base for successful market positioning," Eberhard Schobitz,
director of Endurance Capital, told Drapersonline.com.

"After a severe restructuring phase this year, now, we can frame
the future of Primera," Primera Group General Manager Dirk
Reichert and CEO Thomas Kleinhenz noted, according to the report.

                         About ESCADA AG

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

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

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

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


FANNIE MAE: Reviews Impact of Aborted Sale of Tax Credits
---------------------------------------------------------
Prior to September 30, 2009, Fannie Mae (formally known as the
Federal National Mortgage Association) entered into a nonbinding
letter of intent to transfer equity interests in its low income
housing tax credit investments.  Under the terms of the
transaction as contemplated, Fannie Mae would have transferred to
unrelated third-party investors approximately one-half of its
LIHTC investments for a price exceeding their current carrying
value.  Upon completion of the transfer, the unrelated third-party
investors would have been entitled to receive substantially all of
the tax benefits from the LIHTC investments for a specified period
of time.  At a specified future date, the percentage of tax
benefits the investors would have received would have
automatically been reduced and the percentage of tax benefits
Fannie Mae would have received would have been increased by the
same amount.  In addition, Fannie Mae could have had the
obligation to reacquire all or a portion of the transferred
interests.

Fannie Mae requested the approval of the Federal Housing Finance
Agency, as its conservator, to complete the transaction.  FHFA,
however, advised Fannie Mae that it had no objection to the
transaction as it was consistent with the conservation of the
assets of the corporation and that FHFA had requested approval
from the U.S. Department of Treasury of the transaction under the
terms of the senior preferred stock purchase agreement with
Treasury.

On November 6, 2009, Treasury notified FHFA and Fannie Mae by
letter that it is not consenting to the proposed transaction.  The
Wall Street Journal's Nick Timiraos said Treasury blocked Fannie
Mae's proposed sale of nearly $3 billion in low-income housing tax
credits to Goldman Sachs Group Inc. and Berkshire Hathaway Inc.
Treasury said the deal was too costly for taxpayers.  According to
Mr. Timiraos, Fannie Mae had agreed to sell roughly half of its
$5.2 billion tax-credit portfolio and had received approval to
proceed with the sale from the FHFA.  Those credits are virtually
worthless to Fannie because the company doesn't have any taxable
income to offset, and it is forced to write down the value of
those credits every quarter as their value declines, Mr. Timiraos
said.

In its letter, Treasury stated that it weighed several
considerations in deciding whether to provide or withhold approval
of the proposed transaction and that, in its view, the proposed
sale would result in a loss of aggregate tax revenues that would
be greater than the savings to the federal government from a
reduction in the capital contribution obligation of Treasury to
Fannie Mae under the senior preferred stock purchase agreement.
Treasury further stated that withholding approval of the proposed
sale affords more protection of the taxpayers than does providing
approval.

"We are evaluating whether Treasury's decision changes our prior
determination that we continue to have the intent and ability to
sell or otherwise transfer our LIHTC investments for value,"
Michael J. Williams, Fannie Mae's President and Chief Executive
Officer.  "While our conservator has directed us to continue to
explore options to sell or transfer these investments for value
consistent with our mission, we believe this will be difficult
given current constraints and market conditions.  While we have
not made any decision with respect to whether an impairment of
these assets is required under generally accepted accounting
principles, if we are unsuccessful in selling or otherwise
transferring these investments for value, we are likely to record
additional other-than-temporary impairment in the fourth quarter
of 2009 that could reduce the carrying value of our LIHTC
investments to zero."

As of September 30, 2009, the carrying value of Fannie Mae's LIHTC
investments was $5.2 billion.  "If we record an impairment, our
net worth will be reduced by an amount equal to the impairment.
Because we expect to have a net worth deficit in future periods,
the impairment will increase the amount that would be requested
from Treasury by FHFA on our behalf under the senior preferred
stock purchase agreement," Mr. Williams said.

                           Receivership

Under the senior preferred stock purchase agreement, as amended,
the U.S. Treasury committed to provide Fannie Mae with funds of up
to $200 billion under specified conditions.  The agreement
requires Treasury, upon the request of FHFA as Fannie Mae's
conservator, to provide funds to Fannie Mae after any quarter in
which it has a negative net worth.  The senior preferred stock
purchase agreement does not terminate as of a particular time;
however, Fannie Mae said it may no longer obtain new funds under
the agreement once it has received a total of $200 billion under
the agreement.

Fannie Mae has received an aggregate of $44.9 billion from
Treasury under the senior preferred stock purchase agreement to
eliminate its net worth deficit as of the end of each of the last
three quarters.  On November 4, 2009, the Acting Director of FHFA
submitted a request to Treasury for an additional $15.0 billion on
Fannie Mae's behalf to eliminate its net worth deficit as of
September 30, 2009, and requested receipt of those funds on or
prior to December 31, 2009.

Upon receipt of those funds from Treasury, the aggregate
liquidation preference of Fannie Mae's senior preferred stock,
including the initial liquidation preference of $1.0 billion, will
equal $60.9 billion and the annualized dividend on the senior
preferred stock will be $6.1 billion, based on the 10% dividend
rate.  This dividend obligation exceeds Fannie Mae's reported
annual net income for five of the past seven years and will
contribute to increasingly negative cash flows in future periods
if Fannie Mae continues to pay the dividends on a quarterly basis.
If Fannie Mae does not pay the dividend quarterly and in cash, the
dividend rate would increase to 12% annually, and the unpaid
dividend would accrue and be added to the liquidation preference
of the senior preferred stock, further increasing the amount of
the annual dividends.

Due to current trends in the housing and financial markets, Fannie
Mae expects to have a net worth deficit in future periods, and
therefore will be required to obtain additional funding from
Treasury pursuant to the senior preferred stock purchase
agreement.  "As a result, we are dependent on the continued
support of Treasury in order to continue operating our business.
Our ability to access funds from Treasury under the senior
preferred stock purchase agreement is critical to keeping us
solvent and avoiding the appointment of a receiver by FHFA under
statutory mandatory receivership provisions," Fannie Mae said.

Fannie Mae said its senior preferred stock dividend obligation,
combined with potentially substantial commitment fees payable to
Treasury starting in 2010 (the amounts of which have not yet been
determined) and its effective inability to pay down draws under
the senior preferred stock purchase agreement, will have a
significant adverse impact on its future financial position and
net worth.

Fannie Mae said total assets of $890.3 billion as of September 30,
2009 decreased by $22.1 billion, or 2.4%, from December 31, 2008.
Total liabilities of $905.2 billion decreased by $22.3 billion, or
2.4%, from December 31, 2008.  Total Fannie Mae stockholders'
deficit decreased by $249 million during the first nine months of
2009, to a deficit of $15.1 billion as of September 30, 2009, from
a deficit of $15.3 billion as of December 31, 2008.  The decrease
in total Fannie Mae stockholders' deficit was due to the
$44.9 billion in funds received from Treasury under the senior
preferred stock purchase agreement, $10.5 billion reduction in
unrealized losses on available-for-sale securities, net of tax,
and a $3.0 billion reduction in Fannie Mae's deficit to reverse a
portion of its deferred tax asset valuation allowance in
conjunction with its April 1, 2009 adoption of the new accounting
guidance for assessing other-than-temporary impairment.  These
factors were almost entirely offset by Fannie Mae's net loss of
$56.8 billion for the first nine months of 2009.

                         About Fannie Mae

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated to Fannie Mae's
management and Board of Directors the authority to conduct the
day-to-day operations.


FINAL ANALYSIS: Settlements Fell Outside Range of Reason
--------------------------------------------------------
WestLaw reports that a proposed settlement that a Chapter 7
trustee negotiated with each ex-employee having a claim against
the debtor's estate for overtime pay and unissued stock could not
be approved, to the extent that payment to the employee was in
excess of the range of possible payments which the employee could
reasonably expect based on the amount of his or her claim and his
or her estimated 70% to 85% chances of succeeding.  The other
factors bearing on the propriety of the settlement did not alter
the court's conclusion.  In re Final Analysis, Inc., --- B.R. ----
, 2009 WL 3208311 (Bankr. D. Md.) (Catiolta, J.).

Creditors of Final Analysis, Inc., filed an involuntary Chapter 7
petition (Bankr. D. M. Case No. 01-21039) against the company on
September 4, 2001.  The Court entered an order for relief on Oct.
16, 2001, and Cheryl Rose was appointed to serve as the Chapter 7
Trustee.  Ms. Rose continues to serve in that capacity.  Final
Analysis, Inc., was owned by Michael Ahan and Nader Modanlo.
Among FAI's assets was the majority of the outstanding stock of
Final Analysis Communication Services, Inc.  Final Analysis
Communications filed a chapter 11 petition (Bankr. D. Md. Case No.
06-18250) on Dec. 29, 2006, and is represented by Edward J.
Tolchin, Esq., at Fettmann, Tolchin & Majors PC; J. Daniel
Vorsteg, Esq., Martin T. Fletcher, Esq., Cameron J. Macdonald,
Esq., Chengzhi Yu, Esq., and Stephen B. Gerald, Esq., at
Whiteford, Taylor & Preston, LLP.  Mr. Modanlo filed a chapter 11
petition (Bankr. D. Md. Case No. 05-26549) too.  The Trustee,
FACS, Mr. Modanlo and others have been involved in extensive
litigation in numerous courts over the past seven years.  Trials
have been held in the Circuit Court for Montgomery County, the
United States District Court for the District of Maryland, and the
Bankruptcy Court.

The Chapter 7 Trustee testified in connection with the employee
settlements that she's eyeing a distribution of 90 cents-on-the-
dollar to Final Analysis, Inc.'s unsecured creditors.


FONTAINEBLEAU LAS VEGAS: Bank Suit Set for Trial in August 2011
---------------------------------------------------------------
U.S. District Judge Alan S. Gold has scheduled an August 2011
trial on Fontainebleau Las Vegas LLC's lawsuit against that
refused to honor contracts for a $770 million loan.  Fact
discovery in the suit is to be completed in November 2010 and
discovery from experts will finish in April 2011.

Simultaneous with its bankruptcy petition, Fontainebleau Las
Vegas, LLC, one of the three Debtors in the Chapter 11 cases, sued
in the Bankruptcy Court a group of banks led by Bank of America,
N.A., as administrative agent, on June 9, 2009, for alleged
breach under their financing commitment to fund the Debtor's
multi-billion-dollar casino-resort development in Las Vegas,
Nevada.

The Debtor alleged that BofA, along with Merrill Lynch Capital
Corporation, JPMorgan Chase Bank, N.A., Barclays Bank PLC,
Deutsche Bank Trust Company Americas, The Royal Bank of Scotland
PLC, Sumitomo Mitsui Banking Corporation New York, Bank of
Scotland, HSH Nordbank AG, New York Branch, and MB Financial
Bank, N.A., have "unjustifiably" failed and refused to provide
the $770,000,000 in revolver financing under certain credit
agreements aggregating $1.85 billion for the casino-resort
development.  The Debtor also alleged that Deutsche Bank
encouraged other revolver lenders to breach their obligations
under the credit agreement.

The defendants obtained an order withdrawing the reference of the
proceedings and moving the case to the District Court.

In his 24-page ruling dated August 26, 2009, Florida District
Court Judge Alan Gold denied Fontainebleau Las Vegas' request for
a summary judgment and the immediate turnover of $656.52 million.

The judge said that a trial was necessary to decide whose
interpretation of the contract is right.

Section 2.1(c)(iii) of the Credit Agreement provided that "Unless
the Total Delay Draw Commitments have been fully drawn, the
aggregate outstanding principal amount of all Revolving Loans and
Swing Loans shall not exceed $150,000,000."  Fontainebleau had
claimed that the banks have breached a March 2, 2009 notice ,which
requested loans in excess of $150 million, on the basis that the
Total Delay Draw Commitments, i.e., the $350 million, was not
"fully drawn."

Fontainebleau Las Vegas had asserted that the unambiguous meaning
of "fully drawn" is "fully requested."  However, the judge said
that the interpretation was "a reasonable one, but not the
conclusive one."  Judge Gold said the banks have advanced issues
that their interpretation -- that in context of the entire
agreement, the unambiguous meaning of "fully drawn" "fully funded"
-- is also reasonable.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FORD MOTOR: October 2009 European Sales Climb 13%
-------------------------------------------------
Dow Jones Newswires' Christoph Rauwald and Jeff Bennett report
that Ford Motor Co. in a conference call on Wednesday said its
European sales in October climbed 13%.  Ford, however, raised
concern about the strength of the market next year when car-
scrapping incentives end, the report says.

According to the report, Ford's vehicle sales in its 19 core
European markets totaled 121,000 last month, and its European
market share stood at 8.8% in October, up 0.5 percentage point
compared with the same month last year.  Year-to-date it reached
9.1%, also an increase of 0.5 percentage point, the report says.

"This is the strongest October we've had in Europe for 12 years,"
Ford Europe's sales chief, Ingvar Sviggum, said at the conference
call, Messrs. Rauwald and Bennett relate.

According to Messrs. Rauwald and Bennett, for 2010, Mr. Sviggum
said he was unsure how the European market will fare since many
countries plan to end their scrappage incentives.  The incentives,
which give consumers money if they trade in an old vehicle for a
new one, helped boost sales throughout 2009, the report says.

"But if Germany is an indicator, auto makers may be in for a tough
2010. Mr. Sviggum said sales in that country dropped as much as
25% after Germany ended its incentive program in September,"
Messrs. Rauwald and Bennett relate.

"The one bright spot may be Russia," Messrs. Rauwald and Bennett
report.  "Mr. Sviggum said he foresees a recovery next year amid
rising oil prices. Russia relies heavily on oil profits to drive
its economy."

According to the report, Russia also is preparing its own
incentive program, which will most likely be granted to vehicles
produced in Russia.  Ford makes the Focus and Mondeo at its plant
in St. Petersburg.

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 200,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

                           *     *     *

As reported by the Troubled Company Reporter on November 4, 2009,
Moody's Investors Service upgraded the senior unsecured rating of
Ford Motor Credit Company LLC to B3 from Caa1.  This follows
Moody's upgrade of Ford Motor Company's corporate family rating to
B3 from Caa1, with a stable outlook.  Ford Credit's long-term
ratings remain on review for further possible upgrade.

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+'.


FOURTH QUARTER PROPERTIES: Taps Stone & Baxter as Bankr. Counsel
----------------------------------------------------------------
Fourth Quarter Properties XLVII, LLC, and Fourth Quarter
Properties 118, LLC, have each sought the permission of the U.S.
Bankruptcy Court for the Northern District of Georgia to hire
Stone & Baxter, LLP, as bankruptcy counsel.

Stone & Baxter will, among other things:

     (a) prepare, on behalf of the Debtors, necessary and
         appropriate applications, motions, answers, reports and
         other legal papers;

     (b) continue existing litigation to which the Debtors may be
         a party and to conduct examinations incidental to the
         administration of the Debtors' estates;

     (c) take any and all necessary action instant to the proper
         preservation and administration of the estates;

     (d) assist the Debtors with the preparation and filing of
         statements of financial affairs and schedules and lists;
         and

     (e) assert all claims that the Debtors have against others
         and assist the Debtors in connection with claims for taes
         made by governmental units.

James P. Smith, a partner at Stone & Baxter, said that the firm
will be paid based on the hourly rates of its professionals:

       Professional                           Rate
       ------------                           ----
       Associates                             $195
       Partners                             $200-$340
       Research Assistants/Paralegals         $100

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

Newnan, Georgia-based Fourth Quarter Properties 118, LLC, dba The
Rim, operates a real estate business.  The Company filed for
Chapter 11 bankruptcy protection on November 2, 2009 (Bankr. N.D.
Ga. Case No. 09-13960).  James P. Smith, Esq., at Stone & Baxter,
LLP, assists the Company in its restructuring efforts.  The
Company listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

Fourth Quarter Properties XLVII, LLC, which also operates a real
estate business, filed for Chapter 11 bankruptcy protection on
November 2, 2009 (Bankr. N.D. Ga. Case No 09-13959).  The Company
listed $10,000,001 to $50,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


FRED LEIGHTON: Court Confirms Chapter 11 Plan Proposed by Merrill
-----------------------------------------------------------------
According to Bill Rochelle at Bloomberg, the Bankruptcy Court has
confirmed a liquidating plan for Fred Leighton LLC.  The Plan was
filed by secured lender Merrill Lynch Mortgage Capital Inc., with
support from Leighton's chief restructuring officer.

The report relates that the Court allowed Merrill to seek
confirmation of the Plan without a disclosure statement.  Merrill
was the only creditor entitled to vote on the plan.  All other
classes either received full payment or receive nothing, in either
case not entitling them to vote.  Because Merrill also was the
proponent of the plan, the bankruptcy judge ruled that no
disclosure statement was required.

The Bankruptcy Court approved early this month the sale of Fred
Leighton Holding Inc.'s business operations for $25.8 million in
cash to investors including a group of private equity firms and
estate jewelry seller Windsor Jewelers Inc.

Fred Leighton Holding, Inc. -- http://www.fredleighton.com/-- is
a New York-based jewelry retailer owned by Ralph O. Emerian.  Fred
Leighton has decked countless red-carpet-dwellers in diamonds,
including Sarah Jessica Parker, Nicole Kidman, and Catherine Zeta-
Jones.

Fred Leighton and its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code on April 15, 2008
(Bankr. S.D.N.Y., Case No. 08-11363).  Joshua Joseph Angel, Esq.,
and Frederick E. Schmidt, Esq., at Herrick, Feinstein LLP, in New
York, represent the Debtors.  The Official Committee of Unsecured
Creditors has retained Michael Z. Brownstein, Esq., and Rocco A.
Cavaliere, Esq., at Blank Rome LLP, as counsel.  Fred Leighton
listed total assets of $128,551,467 and total liabilities of
$134,814,367 in its schedules.


FREEDOM COMMUNICATIONS: Has Dec. 17 Disclosure Hearing
------------------------------------------------------
Freedom Communications Inc. will seek approval of the disclosure
statement explaining the terms of its Chapter 11 reorganization
plan.

The Debtor has filed a Chapter 11 plan and explanatory disclosure
statement on the terms of an agreement with lenders prepetition.
Pre-bankruptcy, Freedom Communications reached agreement with its
lenders on a restructuring of the Company's debt under Chapter 11.
Pursuant to the plan support agreement, lenders owed $771 million
will receive $325 million in two secured term loans plus 100% of
the stock, subject to dilution.

The explanatory disclosure statement says the reorganized company
will be worth "substantially less" than the secured debt, meaning
that most unsecured creditors and existing stockholders are not
entitled to distributions.  However, under the Plan, unsecured
creditors would split $5 million in cash if they don't object to
the plan, and nothing if they object.  Suppliers who continue to
provide goods and services will receive full payment for their
prepetition claims.  Existing stockholders would get 2% of the new
stock, along with warrants for 10%, if they don't object to the
plan.

The Plan Support Agreement will be terminated by the lenders if
the Debtors do not obtain confirmation of the Plan within five
months. Deadline to consummate the Plan is 11 months after the
Petition Date.

                    About Freedom Communications

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

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

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


FREEDOM COMMUNICATIONS: Creditors Seek Alternative Plan Proposals
-----------------------------------------------------------------
Law360 reports that Freedom Communications Holdings Inc. has again
drawn fire from its unsecured creditors, which this time accuse
the newspaper publisher of abandoning efforts to seek out the best
reorganization plan proposal by deciding on a prepetition plan
without their input.

The Debtor has filed a Chapter 11 plan and explanatory disclosure
statement on the terms of an agreement with lenders prepetition.
Pre-bankruptcy, Freedom Communications reached agreement with its
lenders on a restructuring of the Company's debt under Chapter 11.
Pursuant to the plan support agreement, lenders owed $771 million
will receive $325 million in two secured term loans plus 100% of
the stock, subject to dilution.  Unsecured creditors would split
$5 million in cash if they don't object to the plan, and nothing
if they object.  Suppliers who continue to provide goods and
services will receive full payment for their prepetition claims.
Existing stockholders would get 2% of the new stock, along with
warrants for 10%, if they don't object to the plan.  The Plan
Support Agreement will be terminated by the lenders if the Debtors
do not obtain confirmation of the Plan within five months.
Deadline to consummate the Plan is 11 months after the Petition
Date.

                    About Freedom Communications

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

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

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


FREMONT GENERAL: Files Revised Reorganization Plan
--------------------------------------------------
Investor group New World Acquisition LLC has submitted revisions
to its reorganization plan and explanatory disclosure statement
for Fremont General Corp.

New World has made changes to the Disclosure Statement (a) to
accommodate the request of various parties in interest, including
the Securities and Exchange Commission; (b) to reflect significant
new information made available to New World within the last few
days affecting the tax consequences for the Reorganized Debtor;
and (c) to respond to objections imposing a standard that none of
the other plan proponents have been required to meet or that which
Section 1125 of the Bankruptcy Code requires.

New World made two changes to the New World Plan and Disclosure
Statement based on new information regarding historic ownership
change provided to New World within the last few days.  For
purposes of the New World Plan, New World increased its equity
purchase from $4 million to $6.8 million to purchase approximately
20.6 million shares of common stock, depending on the price per
share on a 90 day trading average and subject to some adjustment
(with a $1 million cap) in the event that the information recently
received changes.  In addition, the warrants issued by the
Reorganized Debtor will be issued to New World under the New World
Plan now and New World may allocate certain of the warrants to the
lender in connection with the exit financing.  These changes are
necessary to ensure that the Reorganized Debtor retains the
maximum benefit of its NOLs both pre and post effective date.  In
addition, the changes provide reorganized Fremont with additional
capital and provide New World with greater flexibility in
obtaining the best possible financing.

According to the Disclosure Statement, the New World Plan provides
the reorganized Debtor with additional liquidity by way of:

   (i) a $6.8 million equity investment (with the shares priced
       at the 90 day average prior to the disclosure statement
       hearing on the New World Plan); and

  (ii) exit financing of $20 million for operations, general
       corporate purposes and reserves for making the
       distributions required by the Plan and to the holders
       of post-effective date merger claims.

In addition, under the New World Plan, operations of the
reorganized Debtor will be under the supervision of a
representative and experienced board that will maximize the value
of the operations for the benefit of the creditors, holders of
post-effective date merger claims and equity interests and observe
all good corporate governance practices.

A copy of the revised plan and disclosure statement is available
for free at:

  http://bankrupt.com/misc/Fremont_NewWorld_DS_Nov06.pdf
  http://bankrupt.com/misc/Fremont_NewWorld_Plan_Nov06.pdf

                         3 Competing Plans

Fremont's management, the Official Committee of Unsecured
Creditors and the Official Committee of Equity Holders already
have filed competing Chapter 11 plans for Fremont.

In June, the Company filed a proposed Chapter 11 plan that offers
to pay 100 cents on the dollar to general unsecured creditors
through pro rata distribution of cash, until the claim has been
satisfied, including payment of post-petition interest, as
applicable.  Holders of equity interests will also receive
interests under the Plan.  A full-text copy of the disclosure
statement with respect to Fremont's Chapter 11 Plan is available
for free at http://bankrupt.com/misc/Fremont.DS.pdf

In July, the Equity Committee filed a proposed Chapter 11 plan for
the Company.  The Plan promises to pay all creditors in full with
interest, unless they elect to give up interest in return for
quicker payment.  Debt includes $63 million in unsecured claims
plus almost $274 million to holders of debt securities.  The
shareholders' plan would be financed with $27.9 million in cash
that Fremont has on hand plus cash held in a nonbankrupt
subsidiary.  After the plan becomes effective, the shareholders
say Fremont will have $90 million available.  The equity holders
intend to buy banks and use Fremont's tax loss carryforwards.

A copy of the Equity Committee's disclosure statement, as revised
September 30, is available for free at:

  http://bankrupt.com/misc/Fremont_EquityCommittee_DS_Sept30.pdf

In July, the Creditors Committee also presented its own plan for
Fremont.  Under its Plan, holders of class 3 general unsecured
claims are afforded the option of waiving their right to post-
petition interest in exchange for payment in full of the amount
owing to the holders on or before October 31, 2009, so long as
sufficient cash is then available to make such payment.  Holders
of interests in the Debtor will retain those interests in the form
of equity trust interests in an Equity Trust established under the
Plan.

A copy of the Creditors Committee's disclosure statement, as
revised September 30, is available for free at:

  http://bankrupt.com/misc/Fremont_CredCommittee_DS_Sept30.pdf

                     About Fremont General

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


FRONTIER AIRLINES: Judge Drain Enters Post-Confirmation Order
-------------------------------------------------------------
In light of the confirmation of Frontier Airlines' Joint Plan of
Reorganization on September 10, 2009, and the occurrence of the
Effective Date of the Plan on October 1, 2009, Judge Drain
entered a post-confirmation order directing the Debtors'
compliance with these items:

  * serving a copy of the Confirmation Order to the Post-'
    Effective Date Committee, the United States Trustee and
    other parties as provided in the Plan;

  * filing an application for a final decree and, if and when
    requested by the Court, a closing report in accordance with
    Rule 3022-1 of the Local Rules of the U.S. Bankruptcy Court
    for the Southern District of New York, within 60 days
    following the payment of the final distribution required by
    the Plan; and

  * submit information including a final decree closing the
    Chapter 11 Cases.

If the Debtors fail to comply with the Post-Confirmation Order,
the Court may issue an order directing the Debtors to "show
cause," the Court ruled.

                      About Frontier Airlines

Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent
company of Denver-based Frontier Airlines and Lynx Aviation.
Currently in its 16th year of operations, Frontier Airlines is the
second-largest jet service carrier at Denver International
Airport, employing approximately 5,000 aviation professionals.
Frontier Airlines' mainline operation is made up of one of the
youngest Airbus fleets in North America offering 24 channels of
DIRECTV(R) service in every seatback along with a comfortable all-
coach configuration.  In conjunction with a fleet of Bombardier
Q400 aircraft operated by Lynx Aviation, Frontier offers routes to
more than 50 destinations in the U.S., Mexico and Costa Rica.  In
addition, Frontier and Midwest Airlines, a subsidiary of Republic,
have a codeshare partnership that allows passengers of both
airlines access to 70 destinations in the U.S., Mexico and Costa
Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. (NASDAQ: RJET) has been declared the winning bidder in the
auction to acquire Frontier, beating Southwest Airlines.  Republic
Airways expects to close on its purchase of Frontier Airlines on
or about Oct. 1, 2009, after which Frontier and Lynx will become
subsidiaries of Republic, alongside Midwest Airlines and
Republic's other wholly owned subsidiaries.

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


FRONTIER AIRLINES: Notice of Initial Distribution Under Plan
------------------------------------------------------------
Pursuant to their confirmed Joint Plan of Reorganization, Frontier
Airlines Inc. and its units notified the Court and parties-in-
interest that they made initial distributions to the servicers
for, or record holders of, General Unsecured Claims that were
allowed as of October 15, 2009 -- the Initial Distribution Date.

To recall, the Court confirmed the Debtors' Joint Plan of
Reorganization on September 10, 2009.  The Effective Date of the
Plan occurred on October 1, 2009.

Each holder of an Allowed General Unsecured Claim was sent a
distribution equal to that Allowed General Unsecured Claim's
Initial Pro Rata Share of the Class 3 Allocation, according to
Darren S. Klein, Esq., at Davis Polk & Wardwell LLP, in New York.

The Reorganized Debtors, in consultation with the Official
Committee of Unsecured Creditors, have set initial distributions
equal to approximately 14.45% of the Allowed amount of the
General Unsecured Claims, Mr. Klein told the Court.

On the Initial Distribution Date, the Reorganized Debtors
distributed $21,471,725 of the Class 3 Allocation.  The remaining
$7,278,274 of the Class 3 Allocation will be held in the Disputed
Claims Reserve, pursuant to the Plan.

On any periodic Interim Distribution Dates and on the Final
Distribution Date, subject to the terms and conditions of the
Plan, the Reorganized Debtors will make distributions from the
Disputed Claims Reserve to those holders of Allowed General
Unsecured Claims that are entitled to receive those
Distributions, according to Mr. Klein.

                      About Frontier Airlines

Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent
company of Denver-based Frontier Airlines and Lynx Aviation.
Currently in its 16th year of operations, Frontier Airlines is the
second-largest jet service carrier at Denver International
Airport, employing approximately 5,000 aviation professionals.
Frontier Airlines' mainline operation is made up of one of the
youngest Airbus fleets in North America offering 24 channels of
DIRECTV(R) service in every seatback along with a comfortable all-
coach configuration. In conjunction with a fleet of Bombardier
Q400 aircraft operated by Lynx Aviation, Frontier offers routes to
more than 50 destinations in the U.S., Mexico and Costa Rica.  In
addition, Frontier and Midwest Airlines, a subsidiary of Republic,
have a codeshare partnership that allows passengers of both
airlines access to 70 destinations in the U.S., Mexico and Costa
Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts. Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. (NASDAQ: RJET) has been declared the winning bidder in the
auction to acquire Frontier, beating Southwest Airlines.  Republic
Airways expects to close on its purchase of Frontier Airlines on
or about Oct. 1, 2009, after which Frontier and Lynx will become
subsidiaries of Republic, alongside Midwest Airlines and
Republic's other wholly owned subsidiaries.

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


FRONTIER AIRLINES: Seeks Final Decree Closing 2 Cases
-----------------------------------------------------
Frontier Airlines Holdings, Inc., and its debtor-affiliates ask
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to enter a final decree closing the
fully administered Chapter 11 cases of Frontier Airlines, Inc.,
and Lynx Aviation, Inc.

On September 10, 2009, the Court confirmed the Reorganized
Debtors' Joint Plan of Reorganization.  The Effective Date of the
Plan was October 1, 2009, Damian S. Schaible, Esq., at Davis Polk
& Wardwell, in New York, noted.

Pursuant to Section 350(a) of the Bankruptcy Code, the Debtors
submit that the Fully Administered Cases are inactive.  The
remaining activity in the Chapter 11 cases is substantively
limited to Frontier Holdings, which will remain open, according
to Mr. Schaible.

Moreover, the Plan contemplates that the estates of the Frontier
and Lynx Reorganized Debtors are consolidated with Reorganized
Frontier Holdings for purposes of distributions under the Plan.
Thus, any payments due to the creditors of any of the Reorganized
Debtors under the Plan will be made by Frontier Holdings.

According to Ms. Schaible, the Fully Administered Cases meet each
of the six factors set forth in the Advisory Note in Rule 3022 of
the Federal Rules of Bankruptcy Procedure for the closing of the
Fully Administered Cases:

  (1) The Court's Order dated September 10, 2009, confirming
      the Plan is now final.

  (2) The Reorganized Debtors made a cash distribution to
      prepetition general unsecured creditors of the Frontier
      and Lynx Reorganized Debtors on the Initial Distribution
      Date and have established the Disputed Claims Reserve from
      which future cash distributions will be made to creditors
      as disputed claims become allowed through the claims
      reconciliation process.  The future cash distributions and
      the Disputed Claims Reserve, as defined in the Plan, do
      not require that the Fully Administered Cases remain open.

  (3) The Reorganized Debtors have distributed and transferred
      the cash and stock contemplated to be disbursed in the
      period immediately following confirmation of the Plan.
      Further, distributions to be made in accordance with the
      Plan will be made by Reorganized Frontier Holdings and do
      not require that the Fully Administered Cases remain open.

  (4) Pursuant to the Plan, the Reorganized Debtors have
      assumed management of the reorganized estates.  New boards
      of directors have been appointed and are directing the
      affairs of the Reorganized Debtors.

  (5) Payments under the Plan have commenced.  The initial
      distribution has occurred.  Notably, future distributions
      will not be made out of the assets of the estates of the
      Fully Administered Cases.

  (6) The closing of the Fully Administered Cases will not
      prejudice any pending motions on Claims, all of which will
      be resolved or satisfied by the Reorganized Debtors, and
      the Court will maintain jurisdiction over those matters.

The Court will convene a hearing on November 23, 2009, to
consider approval of the Motion.

                      About Frontier Airlines

Frontier Airlines Holdings, Inc. (OTCBB: FRNTQ) is the parent
company of Denver-based Frontier Airlines and Lynx Aviation.
Currently in its 16th year of operations, Frontier Airlines is the
second-largest jet service carrier at Denver International
Airport, employing approximately 5,000 aviation professionals.
Frontier Airlines' mainline operation is made up of one of the
youngest Airbus fleets in North America offering 24 channels of
DIRECTV(R) service in every seatback along with a comfortable all-
coach configuration.  In conjunction with a fleet of Bombardier
Q400 aircraft operated by Lynx Aviation, Frontier offers routes to
more than 50 destinations in the U.S., Mexico and Costa Rica.  In
addition, Frontier and Midwest Airlines, a subsidiary of Republic,
have a codeshare partnership that allows passengers of both
airlines access to 70 destinations in the U.S., Mexico and Costa
Rica.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Case No. 08-11297
thru 08-11299).  Benjamin S. Kaminetzky, Esq., and Hugh R.
McCullough, Esq., at Davis Polk & Wardwell, represent the Debtors
in their restructuring efforts.  Togul, Segal & Segal LLP is the
Debtors' Conflicts Counsel, Faegre & Benson LLP is the Debtors'
Special Counsel, and Kekst and Company is the Debtors'
Communications Advisors.

As reported by the TCR on August 14, Republic Airways Holdings,
Inc. (NASDAQ: RJET) has been declared the winning bidder in the
auction to acquire Frontier, beating Southwest Airlines.  Republic
Airways expects to close on its purchase of Frontier Airlines on
or about Oct. 1, 2009, after which Frontier and Lynx will become
subsidiaries of Republic, alongside Midwest Airlines and
Republic's other wholly owned subsidiaries.

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


GAINEY CORP: Auction Protocol Amended to Accommodate Highland Bid
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
granted Highland Capital Management, LP's motion to amend the bid
procedures for the sale of substantially all assets of Gainey
Corp. and its debtor-affiliates.

Highland Capital asked the Court to extend the qualified bid
deadline, assumed contract designation and cure amount deadline to
Nov. 12, 2009 at 4:00 p.m. (Eastern time) in order to ensure an
auction with maximum bidder participation and intelligent bidding.

Highland Capital, a secured creditor holding an allowed claim of
$31.6 million, expressed its desire to bid for the Debtor's
assets.

The amendment also included the approval of the break-up fee,
payable to the stalking horse purchaser, as a superpriority
administrative expense.

On Oct. 29, 2009, the Debtor entered into an asset purchase
agreement with Trucking Acquisition Company, LLC, an affiliate by
common ownership only of the Najafi Companies, LLC for the sale of
substantially all of the Debtors' assets.

The auction will be on Nov. 16, 2009, at 11:00 a.m. at the offices
of Dickinson Wright PLLC, 200 Ottawa Avenue, N.W., Suite 1000,
Grand Rapids, Michigan.

As reported in the Troubled Company Reporter on Nov. 6, 2009, the
Court will convene a hearing to approve the results of the auction
on November 17.

                         About Gainey Corp.

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

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

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


GEMCRAFT HOMES: Economic Downturn Blamed for Chapter 11 Filing
--------------------------------------------------------------
Alan J. Heavens at the Philadelphia Inquirer reports that
Gemcraft Homes filed for Chapter 11 bankruptcy protection blaming
economic and market conditions existing in the land development
and homebuilding industry.

Mr. Heavens relates that the company Gemcraft has two developments
in the eight-county Philadelphia area: Penn's Manor in Kennett
Square and Hills of London Grove in Avondale.

Company president Bill Luther, Mr. Heaven says, expected to have
$37 million in new financing from existing lenders.

Baltimore-based Gemcraft Homes -- http://www.gemcrafthomes.com/--
operates a homebuilding company.


GENERAL GROWTH: Discloses $117.8 Mil. Net Loss for Q3
-----------------------------------------------------
General Growth Properties, Inc., reported its third quarter 2009
operating results.  For the third quarter of 2009, Core Funds From
Operations (Core FFO) per fully diluted share were $0.28, Funds
From Operations (FFO) per fully diluted share were $0.31 and
Earnings per share -- diluted (EPS) were a loss of $0.38.  In the
comparable 2008 period, Core FFO per fully diluted share were
$0.62, FFO per fully diluted share were $0.56 and EPS were a loss
of $0.08.  Core FFO and FFO declined for the third quarter of 2009
as compared to the third quarter of 2008 primarily as a result of
the impact of the continued weak retail market on operations and
ongoing costs associated with GGP's April 2009 bankruptcy filings.
A Supplemental Schedule of Significant FFO Items that Impact
Comparability is provided with this release.  Consistent with
previous releases for this year, the third quarter and year to
date 2008 results have been restated from the amounts originally
reported in 2008 to reflect the adoption of two accounting
pronouncements as of January 1, 2009, that required
retrospective application.

            Operational and Financial Highlights

"Although comparable and total tenant sales on a trailing twelve
month basis continue to be down, third quarter 2009 comparable
tenant sales were only down 4.6% as compared to the third quarter
2008," stated Adam Metz, Chief Executive Officer of General
Growth.  "September 2009 comparable tenant sales actually
increased 0.8% as compared to September 2008 comparable tenant
sales.  While we are hopeful these trends will continue, our
outlook remains cautious for the upcoming Holiday season."
Elaborating on leasing spreads and Comparable NOI, Mr. Metz
stressed, "We have significantly reduced tenant allowance
expenditures on new leases signed such that the face rent amount
is not reflective of the true value of our new leases when
compared to those expiring.  Further, although we have increased
certain repairs and maintenance expenses in 2009 because the
upkeep of our physical plant is critical to building and
maintaining the long-term value of our properties, we have also
negotiated reductions in certain janitorial and security
contracts with no significant declines in service levels.
Finally, a portion of our real estate tax increase in 2009 is a
result of certain of such taxes no longer qualifying for
capitalization due to decreased development spending."

Core FFO is defined as Funds From Operations excluding the Real
Estate Property Net Operating Income (NOI) from the Master Planned
Communities segment and the benefit from (provision for) income
taxes.  Core FFO for the third quarter of 2009 were $88.9 million
or $0.28 per fully diluted share as compared to $199.2 million or
$0.62 per fully diluted share for the third quarter of 2008.
During the third quarter of 2009 we recorded additional retail
property, development project and goodwill impairments of
$60.9 million, $0.19 per fully diluted share, which was in excess
of similar provisions for impairment of $15.2 million, $0.05 per
fully diluted share, recorded in the comparable 2008 period. In
addition, $22.6 million, $0.07 per fully diluted share, of net
reorganization items were reflected in the third quarter of 2009
as compared to no such reorganization items incurred in the third
quarter of 2008.  The remaining declines in Core FFO in 2009 are
related to retail and other segment declines described below.

FFO per fully diluted share was $0.31 in the third quarter of
2009. FFO for the quarter were $100.2 million as compared to
$178.9 million in the third quarter of 2008.  In addition to the
changes in Core FFO for 2009 as compared to 2008 listed above,
during the third quarter of 2008 an impairment provision of
$40.3 million, $0.13 per fully diluted share, was recorded at our
Nouvelle at Natick condominium development.  Reference is made to
the attached Supplemental Schedule of Significant FFO Items that
Impact Comparability for additional items impacting FFO
comparability.

EPS for the third quarter of 2009 were a loss of $0.38 per share
versus a loss of $0.08 in the third quarter of 2008.  Third
quarter 2009 EPS were significantly impacted by the Core FFO and
FFO items discussed above.  In addition, there were no significant
sales of Retail and Other assets in 2009 whereas, in the third
quarter of 2008, we sold (in two separate transactions) two office
parks located in Maryland resulting in gains of approximately
$18.0 million, which, after allocation of approximately
$2.9 million attributable to non-controlling interests, increased
EPS by $0.05 per share in 2008.

The Company and certain of our wholly-owned subsidiaries
(representing approximately 166 of our regional malls,
collectively, the "Debtors") continue to operate as debtors-in-
possession pursuant to the provisions of Chapter 11 of the U.S.
Bankruptcy Code ("Chapter 11").  The Chapter 11 cases are being
jointly administered in the Bankruptcy Court of the Southern
District of New York (the "Bankruptcy Court").  However, our
property management subsidiary, certain of our wholly-owned
subsidiaries, and our joint ventures, either consolidated or
unconsolidated, have not sought such Chapter 11 protection.
Since the commencement of the Chapter 11 cases, the Debtors have
continued their normal operations, as approved by Bankruptcy
Court rulings. The Debtors have been granted the exclusive right,
until February 2010 and April 2010, respectively, to present and
obtain acceptance of a plan of reorganization.  As part of the
plan of reorganization currently being developed, the Debtors are
in negotiations with certain secured lenders to extend the
maturities on their mortgage loans.

                         Segment Results
                    Retail and Other Segment

Revenues from consolidated properties were $736.4 million for the
third quarter of 2009 as compared to $784.3 million for the same
period in 2008, while revenues from unconsolidated properties, at
the Company's ownership share, decreased to $147.6 million for the
third quarter of 2009 compared to $151.4 million in the third
quarter of 2008.  This represents revenue declines in the current
quarter of 6.1% and 2.5%, respectively, as compared to the prior
year period. Revenues for both consolidated and unconsolidated
properties decreased primarily in the areas of minimum rents
(including temporary tenant revenues), overage rents, and other
revenues (including sponsorship, vending, parking and advertising)
due to occupancy declines and reduced tenant sales volumes in the
third quarter of 2009 as compared to the same period of 2008.

NOI for the third quarter of 2009 was $585.2 million, a decrease
of approximately 6.0% from the $622.5 million reported in the
third quarter of 2008.  In addition to the revenue items discussed
above, we sold two office parks in 2008 which also contributed to
the decrease in NOI in 2009.

Total tenant sales declined 9.8% and comparable tenant sales
declined 10.7% in 2009, both on a trailing 12 month basis,
compared to the same period last year.

Comparable NOI from consolidated properties in the third quarter
of 2009 declined by 6.3% compared to the third quarter of 2008.
Comparable NOI from unconsolidated properties at the Company's
ownership share in the third quarter of 2009 declined 2.7%
compared to the third quarter of 2008.  In the aggregate,
comparable retail and other NOI decreased 5.8% as compared to the
third quarter of 2008.  Such comparable NOI declines for the
three months ended September 2009 versus the three months ended
September 2008 are primarily the result of negative new leasing
spreads and higher net real estate tax expense.

Retail Center occupancy increased slightly to 91.3% at
September 30, 2009, as compared to 91.0% at June 30, 2009 but
declined as compared to 92.7% at September 30, 2008.  Although
declines in the economy have yielded year-over-year occupancy
reductions, quarter over quarter occupancy improvements in 2009
are primarily attributable to increases in shorter term tenant
leasing.

Tenant sales per square foot for third quarter 2009 (on a trailing
twelve month basis) were $409 as compared to $455 in the third
quarter of 2008.

                  Master Planned Communities Segment

NOI in the third quarter of 2009 for the Master Planned
Communities segment was a loss of $2.2 million for consolidated
properties and $0.8 million for unconsolidated properties as
compared to a loss of $42.7 million for consolidated properties
and income of $3.6 million for unconsolidated properties,
respectively, in the third quarter of 2008.  NOI remains negative
for certain communities as operating expenses cannot be
completely eliminated despite the significant reduction in
current sales revenues.  As detailed in the Supplemental Schedule
of FFO Items that Impact Comparability, the NOI loss in the third
quarter of 2008 for consolidated properties is due primarily to
the $40.3 million provision for impairment related to the
Nouvelle at Natick condominium development.  Although an auction
of certain of the remaining inventory of unsold condominiums was
held at Nouvelle at Natick in early October 2009, the sales
prices in the executed contracts obtained did not trigger any
additional impairment provisions at September 30, 2009 beyond
those recognized in previous periods.

Land sale revenues in the third quarter of 2009 were approximately
$7.4 million for consolidated properties and approximately
$7.8 million for unconsolidated properties, compared to
$6.2 million for consolidated properties and $13.1 million for
unconsolidated properties, in the third quarter of 2008.

A full-text copy of the Third Quarter 2009 result is available
for free at http://ResearchArchives.com/t/s?48c2

                  General Growth Properties, Inc.
                 Consolidated Statements of Income
                Three Months Ended September 30, 2009
                          (In thousands)

Revenues:
Minimum rents                                   $489,472
Tenant recoveries                                217,040
Overage rents                                     10,408
Land sales                                         7,409
Management and other fees                         14,500
Other                                             22,132
                                              -----------
Total revenues                                   760,961
                                              -----------

Expenses:
Real estate taxes                                 69,925
Repairs and maintenance                           56,472
Marketing                                          7,358
Other property operating costs                   108,009
Land sales operations                              9,582
Provision for doubtful accounts                    5,925
Property management and other costs               44,876
General and administrative                        11,652
Provisions for impairment                         60,940
Depreciation and amortization                    185,016
                                              -----------
Total expenses                                   559,755
                                              -----------
Operating income                                  201,206

Interest income                                       523
Interest expense                                 (326,357)
                                              -----------
Loss before income taxes,
noncontrolling interests and equity
in income of Unconsolidated Real Estate
Affiliates                                      (124,628)
Benefit from (provision for) income taxes          14,430
Equity in income of Unconsolidated Real
Estate Affiliates                                 15,341
Reorganization items                              (22,597)
                                              -----------
Loss from continuing operations                  (117,454)
Gain from discontinued operations                      29
                                              -----------
Net (loss) income                                (117,425)
Allocation to noncontrolling interests               (422)
                                              -----------
Net (loss) income attributable to
controlling interests                          ($117,847)
                                              ===========

                  About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Proposes Employee Incentive Programs
----------------------------------------------------
In 2008, General Growth Properties, Inc., and its debtor
affiliates retained new senior management to focus on
restructuring their business and maximizing their enterprise
value.  The Debtors then began to consider changing their
compensation structure to incentivize employees and align their
employee goals with those of the reorganization of the Debtors.
In consultation with Hewitt Associates LLC, as well as extensive
negotiations with the Official Committee of Unsecured Creditors,
the Debtors modified their prepetition Cash Value Added
Compensation Incentive Plan and adopted a Key Employee Incentive
Plan.

                     Modified CVA Plan Terms

The Modified CVA Plan provides that all full-time employees of
the Debtors, except leasing representatives, will be eligible to
participate in the Modified Plan, provided that Chief Executive
Officer and President and Chief Operating Officer will only be
eligible to participate in 2010.

Participating employees will be assigned a target opportunity
equal to a percentage of their base salary, subject to adjustment
based on the individual employee's performance, as payment under
the Modified CVA Plan.  While most eligible employees' CVA Target
Opportunity will be set at prepetition levels and will be
consistent with historic target opportunities, with respect to
716 management level employees, their CVA Target Opportunity will
be increased by 25% to reflect the equity grants that they were
previously entitled to receive.  However, the CVA Target
Opportunity will not be increased for those employees who are
participating in the KEIP.

Form of payout under the Modified CVA is cash.  The performance
period is the twelve month period ending December 31, 2009, and
December 31, 2010.

Performance Metrics under the Modified CVA Plan are:

    -- For non-KEIP participants, an eligible employee's
       performance will be based on a combination of net
       operating income and individual performance metrics.
       "NOI" means the aggregate operating revenues of
       the Debtors' real estate properties and master planned
       communities less the aggregate property and related
       expenses of those properties and communities.  The
       target NOI for 2009 is $2.33 billion.  The target NOI for
       2010 will be set by the Compensation Committee in the
       ordinary course following consultation with management;
       provided that the Compensation Committee has set a
       proposed target, the Debtors will notify the proposed
       target to the Creditors' Committee.  If the Debtors and
       the Creditors' Committee reach an agreement, the agreed
       target will be adopted as the target NOI for 2010 without
       further order of the Court.  If the Debtors and the
       Creditors' Committee are unable to reach an agreement,
       the Debtors may seek Court approval of the proposed
       target.

    -- For KEIP participants, performance will be
       based on EBITDA, which is defined as NOI plus property
       management revenue less corporate overhead and
       capitalized costs.  The target EBITDA for 2009 is
       $2.17 billion.  The target EBITDA for 2010 will be set by
       the Compensation Committee in the ordinary course following
       consultation with management; provided that once the
       Compensation Committee has set a proposed target, the
       Debtors will notify the Creditors' Committee of the
       proposed target.  If the Debtors and the Creditors'
       Committee reach an agreement on the target, the agreed
       target will be adopted as the target EBITDA for 2010
       without further Court order.  If the Debtors and the
       Creditors' Committee are unable to reach an agreement,
       the Debtors may seek Court approval of the proposed
       target.

    -- This payout scheme will be utilized for calculating
       payments under the Modified CVA Plan:

                                 Performance           Payout
                               Level (EBITDA         % of CVA
                                  or NOI, as            Target
                                  applicable)      Opportunity
                                ------------       -----------
       Maximum                 109% and above     200% of Target
       Target                       100%          100% of Target
       Low Performance               92%         11.1% of Target
       Threshold                  91%or below          No Payout

The incentive pool will be distributed as follows:

    -- (a) those officers of the Debtors appointed to the
       Debtors' executive committee from time to time, and (b)
       those other managing employees designated by the CEO and
       COO, are paid at the attained EBITDA level for all
       employees participating in the KEIP, unless adjusted by
       the CEO or COO based on individual performance; and

    -- all other participants will be paid their portion of the
       incentive pool based on their applicable performance
       objective pursuant to administrative procedures approved
       by the CEO, which may include adjustment of that amount
       based on the participant's individual performance.

Incentive payouts under the Modified CVA will be paid as soon as
practicable after the end of the applicable performance period.

A participating employee who terminates prior to conclusion of
the performance period will not be eligible to receive a CVA Plan
incentive award.

                          KEIP Terms

Under the KEIP, 47 of General Growth Properties, Inc.'s active
executives will be eligible to participate in the KEIP.  The 47
participants were chosen either because they are essential to the
Debtor' operations or integral to the bankruptcy reorganization.

Eligible executives will be assigned a target opportunity equal
to a percentage of their base salary.  To the extent that the
Debtors hire a new CFO, that executive will become eligible to
participate in the KEIP, thus increasing the number of
participants to 47.

The KEIP is primarily based on performance metrics tied to
distributions to holders of the Parent Level Debt and Equity.
The KEIP performance metrics are the POR Recovery Value and the
Market-Based Recovery Value, which are 40% using the POR Recovery
Value and 60% using the Market-Based Recovery Value, to each
executive's KEIP Target:

    -- POR Recovery Value is calculated by dividing (a) the
       aggregate value of all consideration distributed or to be
       distributed to the holders of the Parent Level Debt and
       Equity pursuant to a confirmed Chapter 11 plan, by (b)
       the aggregate allowed claim amount and estimated claim
       amount, as of the emergence date of the Debtors, of the
       Parent Level Debt.

    -- Market-Based Recovery Value is calculated by dividing

       (a) the sum of:

              * the volume-weighted average price of publicly
                traded equity securities during the 10 days
                prior to and 10 days after the 90th day after
                the Emergence Date,

              * the aggregate public market value for publicly
                traded debt securities during the Trading
                Period,

              * for non-publicly traded debt securities, the
                aggregate market value of those debt securities,

              * for nonpublicly traded debt securities, the
                value of those securities as determined by an
                independent third party,

              * the value ascribed to any trust certificates
                issued by the Debtors based on the value
                reflected in the confirmation order, Chapter 11
                plan or related disclosure statement, and

              * the face amount of cash and cash equivalents; by

       (b) the aggregate allowed claim amount and estimated
           claim amount, as of the Emergence Date, of the Parent
           Level Debt.

This payout scheme will determine cumulative award amounts:

                                             Plan Recovery
                        Recovery % Under      Performance
                              Plan           Metric Payout %
                        ----------------  ------------------
    Threshold               45% or below                  0%
    Low Performance             46%                       5%
    Target                      65%                     100%
    High Performance 1          85%                     200%
    High Performance 2          95%                     300%
    High Performance 3         105%                     400%
    Uncapped

If the target is achieved, the aggregate payout based on the Plan
Recovery Metrics will not exceed $15.2 million.  In addition to
the Plan Recovery Metrics based on distributions, there is an
emergence incentive pool specifically designed to incentivize
employees to expeditiously emerge from Chapter 11:

             Emergence Date                          Pool
             --------------                          ----
        June 30, 2010 or earlier              $10 million
        July 1, 2010 to Sept. 30, 2010          5 million
        October 1, 2010 or later                        0

Form of payout under the KEIP is cash.  The timing of payout is:

    -- the payments calculated based on the POR Recovery Value
       will be paid immediately after the emergence date; and

    -- the payments calculated based on the Market-Based
       Recovery Value will be paid immediately after the Trading
       Period.

Each participating executive will have a right to the full amount
earned or awarded under the KEIP if (a) an executive is employed
immediately prior to the Emergence Date, or (b) their employment
is terminated without cause or by death or disability on or after
confirmation of the Chapter 11 plan, but prior to the Emergence
Date.  If an executive is terminated without cause, the executive
will be entitled to a pro rata amount of their POR Recovery Value
Award and Market-Based Recovery Value award based on a fraction,
(y) the numerator of which is number of days employed from
April 16, 2009 until the date of termination, and (z) the
denominator of which is the number of days from April 16, 2009,
until immediately prior to the Emergence Date.

The CEO and the President & COO will participate in the KEIP and
the 2010 CVA Plan.  For 2009, the CEO and President & COO will
remain at their contractual levels, thus entitled to receive
their base salary, applicable quarterly compensation, any
discretionary compensation as determined by the Board, and a pro
rata share of their quarterly compensation for the period of
November and December 2009.  To the extent that the Board
approves any discretionary compensation for the CEO and the
President & COO for 2009, those amounts will be offset
against any amounts they may earn under the KEIP.  For 2010, the
CEO and President & COO will participate in the Modified CVA
Plan, with their CVA Target Opportunity set at $2 million
and $1.6 million.

A chart summarizing the costs if the applicable targets are
achieved under the Modified CVA Plan and the KEIP is available
for free at http://bankrupt.com/misc/ggp_incentiveplanscosts.pdf

At the Debtors' behest, Judge Gropper of the U.S. Bankruptcy
Court for the Southern District of New York approved the Modified
CVA Plan and KEIP.

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserted that the Modified CVA and KEIP are necessary and
appropriate means to incentivize employees and drive performance
during their Chapter 11 cases.  She disclosed that certain of the
participants in the KEIP are "insiders" under Section 101(31) of
the Bankruptcy Code and, thus, the KEIP implicates Section
503(c).  However, the KEIP is not a retention or severance plan
because neither Section 503(c)(1) nor Section 503(c)(2) are
applicable to evaluating the KEIP, she insisted.  She stressed
that the Debtors' employees have been waiting for implementation
of the Modified CVA Plan since January.  Any further delay will
decrease employee morale and could result in underperformance,
she added.  The Creditors' Committee has indicated its support
for approval of the Employee Incentive Programs, she stated.

In a declaration, Todd McGovern, principal at Hewitt Associates
LLC, disclosed that Adam Metz, the Debtors' chief executive
officer's contract provided for fixed compensation, plus
discretionary bonuses of up to $ 1 million.  Thomas H. Nolan, the
Debtors' president and chief operating officer, has up to
$800,000 in fixed compensation, plus discretionary bonuses.  Mr.
McGovern said that to align their compensation incentives with
the rest of management team, Messrs. Metz and Nolan have agreed
to offset any discretionary bonus payments they may receive for
2009 against KEIP payments to which they become entitled.
Messrs. Metz and Nolan will not participate in the CVA Plan for
2009, but will participate in the CVA Plan in 2010, he disclosed.

In a regulatory filing with the U.S. Securities and Exchange
Commission on October 21, 2009, General Growth Properties, Inc.
said that the KEIP Target Opportunity expressed as a percentage
for the annual base salary for each executive officer of the
Debtors is:

   Officer                           Target Opportunity %
   -------                           ------------------
   Adam Metz,                                225%
    Chief Executive Officer
   Thomas H. Nolan, Jr.,                     200%
    President and Chief Operating
    Officer
   Sharon Polonia,                           125%
    Executive Vice President,
    Asset Management
   Edmund Hoyt,                               75%
    Interim Chief Financial Officer
   Robert Michaels,
    Vice Chairman                             40%

Mr. Metz further disclosed that amounts payable to the CEO and
COO pursuant to the KEIP will be reduced by the amount of any
discretionary compensation paid to these officers for 2009.

                  About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GENERAL GROWTH: Wants to Set Up Claims Objection Procedures
-----------------------------------------------------------
General Growth Properties Inc. and its units filed their schedules
of assets and liabilities and statements and statements of
financial affairs on August 26, 2009.  The Debtors subsequently
amended their Schedules on September 23, 2009.  The Bar Date Order
established November 12, 2009, as the deadline for each person to
file a proof of claim.

The Debtors scheduled 6,000 liquidated, non-contingent and
undisputed claims in their Schedules.  As of November 2, 2009,
about 2,400 proofs of claim have been filed in the Debtors'
Chapter 11 cases.  As a result, more than 8,400 filed claims and
scheduled claims are pending against the Debtors.  In conjunction
with the Bar Date, the Debtors have been begun a comprehensive
review and reconciliation of all prepetition claims, including
the Filed Claims and the Scheduled Claims.

The Debtors, by this motion, ask the Court to approve claim
objection procedures intended to streamline the claims process
and conserve the resources of the Debtors' estates.

Pursuant to Rule 3007(d) of the Federal Rules of Bankruptcy
Procedure, the Debtors propose to file omnibus objections seeking
reduction, reclassification or disallowance of claims on these
grounds:

  (a) the claims seek recovery of amounts for which the Debtors
      are not liable;

  (b) the amount claimed contradicts the Debtors' books and
      records;

  (c) the claims were incorrectly classified;

  (d) the claims do not include sufficient documentation to
      ascertain the validity of the claim; and

  (e) the claims are objectionable under Section 502(e)(1) of
      the Bankruptcy Code.

Moreover, the Debtors will serve affected claimants with notice
of an Omnibus Objection at least 30 days prior to the hearing on
that objection.  The Debtors propose, in their discretion, to
serve a notice of the omnibus claim objection, rather than the
entire omnibus claim objection, on each of the claimants whose
claims are the subject of the applicable omnibus claim objection
and, if known, their counsel.  The Claim Objection Notice would
include an explanation of the claim objection process, a
description of the basis of the omnibus claim objection,
information regarding the response deadline and hearing date, and
identification of the claim that is the subject of the omnibus
claim objection.

The Debtors also seek to limit notice of claim objections to:

  (a) service of a complete copy of each claim objection on the
      U.S. Trustee and counsel to the Official Committee of
      Unsecured Creditors;

  (b) with respect to Omnibus Objections, service of a Claim
      Objection Notice on the claimants whose claims are the
      subject of the applicable omnibus claim objection and
      their counsel; and

  (c) with respect to individual claim objections, service of a
      complete copy of each individual objection on the
      claimants whose claims are the subject of the applicable
      individual claim objection and their counsel.

The Debtors believe that no additional service or notice should
be required for claim objections.  To the extent a party in
interest asks for a copy, the Debtors will provide that party
with a complete copy of any omnibus or individual claim
objection.

Moreover, the Debtors propose that responses to the Debtors'
omnibus and specific claim objections will be due 21 days after
mailing of the objection or Claim Objection Notice.  To avoid
confusion, the Claim Objection Notice and the omnibus and
individual claim objections will specify the time and date that
responses are due.

As part of the Debtors' claims reconciliation efforts, the
Debtors expect to identify claim amounts originally scheduled and
noticed that exceed the Debtors' actual liability to creditors.
To avoid the cumbersome process of amending their Schedules,
obtaining a supplemental bar date and sending out supplemental
bar date notices, the Debtors seek the Court's approval of
certain procedures regarding omnibus motions to deem the
Schedules amended.

To the extent that the Debtors identify additional prepetition
claims not previously scheduled and for which no proof of claim
has been filed, the Debtors will instead comply with the standard
procedures for amending their Schedules and sending out bar date
notices to the additional claimants.  The Debtors propose to
serve a notice of the motions to deem schedules amended, rather
than the entire motion, on the claimants whose claims are the
subject of the applicable motion and their counsel, if known.
The proposed Schedule Amendment Notice would be personalized for
each claimant and would include an explanation of the process, an
explanation of the request for a deemed amendment of the
Schedules, and information regarding the response deadline and
hearing date.  Moreover, the Debtors seek to limit notice of the
Schedule Amendment Notice using the proposed Omnibus Objection
Procedures.  The Debtors propose that responses to the Debtors'
Schedule Amendment Notice will be due 21 days after mailing of
the notice.

Sylvia A. Mayer, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the Claim Objection Notice and Schedule
Amendment Notice will substantially reduce the related service
costs without depriving the claimants of any information they
would require to understand and respond to any objection or
motion.  She points out that filing of numerous individual claim
objections will materially delay the claims resolutions process,
and, ultimately, the distribution to the Debtors' estates'
creditors.  Similarly, filing an omnibus motion deeming the
Schedules as amended will reduce the delay associated with the
process of amending the Schedules, and thus, will reduce the
expense related to the amendment of the Schedules, she maintains.

Judge Gropper will consider the Debtors' Motion, on an expedited
basis, on November 19, 2009.  Objections are due November 16.

                  About General Growth Properties

Based in Chicago, Illinois, General Growth Properties, Inc. --
http://www.ggp.com/-- is the second-largest U.S. mall owner,
having ownership interest in, or management responsibility for,
more than 200 regional shopping malls in 44 states, as well as
ownership in master planned community developments and commercial
office buildings.  The Company's portfolio totals roughly ]
200 million square feet of retail space and includes more than
24,000 retail stores nationwide.  General Growth is a self-
administered and self-managed real estate investment trust.  The
Company's common stock is trading in the pink sheets under the
symbol GGWPQ.

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D.N.Y., Case No.
09-11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq.,
Adam P. Strochak, Esq., and Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, have been tapped as bankruptcy counsel.
Kirkland & Ellis LLP is co-counsel.  Kurtzman Carson Consultants
LLC has been engaged as claims agent.  The Company also hired
AlixPartners LLP as financial advisor and Miller Buckfire Co. LLC,
as investment bankers.  The Debtors disclosed
$29,557,330,000 in assets and $27,293,734,000 in debts as of
December 31, 2008.

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


GLOBAL CONTAINER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Global Container Lines Limited
        100 Quentin Roosevelt Boulevard
        Garden City, NY 11530

Case No.: 09-78585

Chapter 11 Petition Date: November 10, 2009

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

Judge: Alan S. Trust

Debtor's Counsel: C. Nathan Dee, Esq.
                  Matthew G. Roseman, Esq.
                  Cullen & Dykman, LLP
                  100 Quentin Rooselvelt Blvd
                  Garden City, NY 11530
                  Tel: (516) 724-3817
                  Fax: (516) 357-3792
                  Email: ndee@cullenanddykman.com

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

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

The petition was signed by Bijan Paksima, the company's vice
president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Blue Sea Capital                                  $145,500

Briarcliffe Ltd. Caterina                         $2,862,382
Akin, Gump, Straus, Hauer
590 Madison Avenue
Attn: Heidi Liss
New York, NY 10022

Briarcliffe Ltd. Loan                             $1,885,020
c/o Akin Gump Strauss
Hauer & Feld LLC
590 Madison Avenue
New York, NY 10022

Comet Shipping Nigeria Lt                         $191,713
c/o Michael J. Carcich

DeWitt Stern Imperatore                           $828,534
Harborside Financial Cent
Plaza Five Suite 1510
Jersey City, NJ 07311

DeWitt Stern Imperatore                           $574,896
PI Insurance
Harbourside Financial Ctr
Jersey City, NJ 07311

Keybank Equipment Finance                         $9,083,000
66 South Pearl Street
Albany, NY 12207

Keybank National                                  $5,195,000
Association
66 South Pearl Street
Albany, NY 12207

Mercur International for                          $3,824,566
Development Co Ltd.
Faisal Islamic Bank Bldg.
5th Floor
Port Sudan

National Bank of Pakistan   line of credit        $4,953,000
100 Wall Street
New York, NY 10005

NSPO Eqypt                                        $137,500

SDV Ghan Limited                                  $445,175
c/o Weber Gallagher
Simpson Stapleon Fires &
2000 Market St. 13 Fl.
Philadelphia, PA 19103

Seacastle Container                               $360,648
Leasing
1 Maynard Drive
Park Ridge, NJ 07656

Spedag East Africa Ltd.                           $797,342
Kriegackerstasse 91
Muttenz
4002 Basel Switzerland

Tanzania Road Haulage                             $1,267,500
PO Box 21493
Nelson Mandela Expressway
Dar Es Salaam, Tanzania

Textainer Equipment                               $164,633

Textainer Equipment                               $137,427
Management

TSG Technical Services                            $229,955

United States Dept of                             $145,785
Agriculture
Kansas City Commodity

US Bureau of Customs and                          $131,654
Border Protection


GRAY TELEVISION: Posts $5.5MM Q3 Net Loss; May Breach Covenant
--------------------------------------------------------------
Gray Television, Inc., reported a net loss of $5,520,000 for the
three months ended September 30, 2009, from net income of
$4,644,000 for the same period a year ago.  Gray posted a net loss
of $21,088,000 for the nine months ended September 30, 2009, from
net income of $4,009,000 for the same period a year ago.

Revenues (less agency commissions) were $66,446,000 for the three
months ended September 30, 2009, from $82,631,000 for the same
period a year ago.  Revenues (less agency commissions) were
$192,857,000 for the three months ended September 30, 2009, from
$232,373,000 for the same period a year ago.

At September 30, 2009, Gray had $1,240,000,000 in total assets
against $1,054,747,000 in total liabilities and $93,085,000 in
preferred stock.

Gray said the continuing general economic recession, including the
significant decline in advertising by the automotive industry, has
adversely impacted its ability to generate cash from operations
during the current period and the recent past.  If these general
economic trends do not begin to improve, Gray said its ability to
maintain adequate liquidity or compliance with its leverage ratio
covenant will come under increased pressure.  Gray said compliance
with the leverage ratio covenant on or after March 31, 2010 will
depend on the interrelationship of its ability to reduce
outstanding debt or the results of its operations during the
intervening future periods.  Gray said based on certain internal
financial projections it is not likely to be in compliance with
its leverage ratio as of March 31, 2010.

"In the future, if we are unable to maintain compliance with these
covenants, including the required leverage ratio, we expect that
we would use reasonable efforts to seek an amendment or waiver to
our senior credit facility.  However, we can provide no assurances
that any amendment or waiver would be obtained by us nor of its
terms.  If we are unable to obtain any required waivers or
amendments, we would be in default under the senior credit
facility and any such default could allow the lenders that hold a
majority of the outstanding debt under that facility to demand an
acceleration of the repayment of all outstanding amounts under our
senior credit facility," Gray said.

Gray made its most recent Series D Perpetual Preferred Stock cash
dividend payment on October 15, 2008 for dividends earned through
September 30, 2008.  Gray has deferred the cash payment of its
preferred stock dividends earned thereon since October 1, 2008.
The deferral of dividend payments is allowable under the terms of
the Series D Perpetual Preferred Stock.  When three consecutive
cash dividend payments with respect to the Series D Perpetual
Preferred Stock remain unfunded, the dividend rate increases from
15.0% per annum (or $15 million) to 17.0% per annum (or
$17 million).  Thus, Gray said its Series D Perpetual Preferred
Stock dividend began accruing at 17.0% per annum on July 16, 2009
and will accrue at that rate as long as at least three consecutive
cash dividend payments remain unfunded.  The Series D Perpetual
Preferred Stock dividend rate was 15% per annum from December 31,
2008 through July 16, 2009.  Prior to December 31, 2008, its
Series D Perpetual Preferred Stock dividend rate was 12% per
annum.

In a news statement, Gray said the current national economic
recession has severely impacted its short-term revenue generation
and has made revenue forecasting more difficult than in prior
periods.  Based on advertising orders received to date, pending
advertising orders and advertising orders expected to be received
in the future, Gray believes its fourth quarter 2009 local
revenue, excluding political revenue, will increase from 2008
results by approximately 1%.  Gray believes its fourth quarter
2009 national revenue, excluding political revenue, will decrease
from its 2008 results by approximately 9%.  Expected decreases in
political revenues as forecast reflect the off-year of the
political cycle.

Gray estimates its consulting revenue to increase to $600,000 for
the fourth quarter of 2009.

Gray anticipates its retransmission consent revenues during the
fourth quarter of 2009 will increase approximately $2.9 million,
to a total of approximately $3.7 million, reflecting the
successful retransmission negotiations concluded in December 2008.
For the full year 2009, Gray anticipates retransmission consent
revenues will be approximately $15.7 million compared to
$3.0 million for full year 2008.

Gray said the anticipated decline in fourth quarter 2009 broadcast
expense reflects its ongoing expense reduction initiatives and
lower national representation fees, which are paid based on a
percentage of its national revenue.

For the full year 2009, Gray anticipates its broadcast operating
expenses will decrease by approximately $14.5 million, or 7.3%,
compared to 2008.

The anticipated decrease in corporate expense for the fourth
quarter of 2009 compared to the fourth quarter of 2008 is due
primarily to an expected decrease in relocation, market research
and legal expenses.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?4923

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4924

Gray Television, Inc., is a television broadcast company
headquartered in Atlanta, GA.  Gray currently operates 36
television stations serving 30 markets.  Each of the stations are
affiliated with either CBS (17 stations), NBC (10 stations), ABC
(8 stations) or FOX (1 station).  In addition, Gray currently
operates 38 digital second channels including 1 ABC, 4 Fox, 7 CW,
16 MyNetworkTV and 1 Universal Sports Network affiliates plus 8
local news/weather channels and 1 "independent" channel in certain
of its existing markets.


GREEKTOWN HOLDINGS: Conway MacKenzie Bills $844,000 for June-Aug.
-----------------------------------------------------------------
The Bankruptcy Court has approved the fee applications filed by
these professionals retained in connection with Greektown Holdings
LLC's bankruptcy cases for these periods:

Professional        Applicable Period         Fees     Expenses
------------        -----------------       --------   --------
Conway MacKenzie,   06/01 to 08/31/09       $844,879     $7,810
Inc.

Schafer and Weiner  06/01 to 08/31/09       $501,708    $21,941
PLLC

Moelis & Company    06/01 to 08/31/09       $450,000    $26,192
LLC

Honigman Miller     07/07 to 09/08/09       $366,204     $8,156
Schwartz and Cohn
LLP

Clark Hill PLC      06/01 to 08/31/09       $241,907     $6,144

Ernst & Young LLP   06/01 to 08/31/09       $170,217     $1,038

Jackier Gould PC    06/01 to 08/31/09        $38,111       $265

Floyd E. Allen and  06/01 to 08/31/09         $1,461         $4
Associates P.C.

In a separate filing, Fine Consulting, Inc. d/b/a The Fine Point
Group certified that there were no responses or objections to its
previous monthly fee applications for the period from June to
August 2009 period.

                      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)


GSCP LP: Moody's Downgrades Senior Debt Rating to 'C' From 'Ca'
---------------------------------------------------------------
Moody's Investors Service has downgraded the senior debt rating of
GSCP, L.P., to C from Ca, concluding the review for downgrade
initiated on May 4, 2009.  GSC is the borrowing entity of GSC
Group, an asset management firm specializing in credit-based
alternative investment strategies.  Moody's will withdraw the
rating due to a lack of adequate information necessary to maintain
it.

GSC's senior debt rating of C incorporates the fact that the
company has defaulted on its outstanding loan balance of
approximately $210 million.  Also important to the rating is
whether GSC will remain a going concern and the value of the
company's partnership interests in its own managed private equity
funds, mezzanine funds, and CDOs.  These considerations would be
useful for an assessment of the loan's recovery value; however,
the information available for such analysis is very limited.
Moody's expectations are that GSC will face significant challenges
as a going concern and the company's investments are likely to
remain at distressed levels; thus, creditors' total losses can be
expected to exceed 50% of the loan balance.

The last rating action on GSC was on May 4, 2009, when the company
was placed on review for downgrade following the company's default
on a scheduled amortization payment on the company's bank term
loan.  Approximately $210 million of debt was outstanding at the
time of default.

GSC Group is a privately-held asset management firm focused on
credit-based alternative investments for institutions and high net
worth individuals.  Headquartered in Florham Park, New Jersey,
GSC's assets under management were $18 billion as of September 30,
2008.


HAWAIIAN TELCOM: Kirkland's $1.46 Mil. for April-June Approved
--------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, the
bankruptcy judge authorizes Hawaiian Telcom Communications Inc. to
pay the fees and expenses and holdback amounts of these
professionals for the fee period from April 1, 2009, through
June 30, 2009:

Firm                                  Fees       Expenses
----                               ----------    --------
Kirkland & Ellis LLP               $1,464,650     $33,785
Cades Schutte LLP                     228,194         967
Deloitte & Touche LLP                  91,360           0
Ernst & Young LLP                      26,893           0
Moseley Biehl Tsugawa Lau & Muzzi      82,539       6,822
Morrison & Foerster LLP               598,206      45,669

Kirkland & Ellis' allowed fees of $1,464,650 reflects a reduction
of $15,600, pursuant to an agreement with the U.S. Trustee for
Region 15.

Cades Schutte is also allowed $10,759 for State of Hawaii General
Excise Tax for the period, which reflects a $32 deduction.
Cades Schutte's allowed fees of $228,194 reflects a reduction
of $700.

Deloitte & Touche is allowed $4,304 for Hawaii GET.

Kirkland & Ellis and Cades Schutte serve as counsel to the
Debtors.  Deloitte is the Debtors' independent auditors.  Ernst &
Young acts as tax auditors to the Debtors.  Moseley Biehl is co-
counsel to the Official Committee of Unsecured Creditors.
Morrison Foerster is the Committee' lead counsel.

                         Fee Objections

Prior to the entry of orders on the second interim fee
applications, the Prepetition Lenders objected to the fee
applications of (i) Morrison & Foerster, (ii) Moseley Biehl, and
(iii) FTI Consulting, Inc., financial advisor to the Committee.
The Prepetition Lenders noted that certain fees incurred by the
professionals arose from investigation of the Lenders' liens and
defense of the Committee in the adversary proceeding commenced by
Lehman Commercial Paper, Inc., as administrative agent for the
Prepetition Lenders.  The Prepetition Lenders asserted the Cash
Collateral Final Order dated January 16, 2009, provides that no
cash collateral may be used by the Committee to object or raise
any defense to the validity of the Prepetition Lenders' liens and
claims.

In response to the Prepetition Lenders, the Committee pointed out
that it is inequitable to enforce the limitations set forth
in the Cash Collateral Final Order given that it was
Lehman Commercial that initiated the Adversary Proceeding
against the Committee.

The Court thus acknowledged that allowance of Morrison &
Foerster's and Moseley Biehl's fees and expenses is subject to
the agreement between the Committee and the Prepetition
Lenders concerning the appropriate allocation of fees and
expenses to unencumbered assets.

Moreover, Tiffany Carroll, United States Trustee for Region
15, complained that Lazard Freres & Co. LLC's requested interim
fees of $600,000 is unreasonable in light of its performance
of 237.4 hours of work.  Similarly, the U.S. Trustee sought
an opportunity to review Lazard Freres' invoices and time sheets
for reimbursement of $47,436 billed by the Sonnenschein firm.
With the Debtors proceeding towards reorganization without a new
investor, Lazard Freres' role as investment banker to the Debtors
is diminished, the U.S. Trustee said.

                       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)


HERBST GAMING: Confirms Reduction of Workforce
----------------------------------------------
Arnold M. Knightly at Las Vegas Review Journal reports that Herbst
Gaming Inc. confirmed that it laid off workers.  The layoffs are
coming two weeks after the Bankruptcy court Confirmed the
Company's plan, which will hand the company to its secured lenders
next year, Mr. Knightly relates.  A person with knowledge of the
matter said the layoffs account for less than 5% of the Company's
workforce, adds.

About 200 workers were laid off over the weekend in the California
border town, Mr. Knightly reported, citing an employee.

                        About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidaries focuses on two business lines,
slot route operations and casino operations.

The slot route business involves the exclusive installation and
operation of slot machines in non-casino locations, such as
grocery stores, drug stores, convenience stores, bars and
restaurants throughout Nevada.  As of March 31, 2009, the slot
route Debtors operated approximately 6,900 slot machines machines
through Nevada.

The casino business consists of 12 casinos in Nevada, and two in
Missouri and one in Iowa.  As of the petition date, the Nevada
casinos had an aggregate of roughly 5,082 hotel rooms, 329
recreational vehicle spaces/hookups, 6,800 slot machines and 138
table games.  As of the petition date, the non-Nevada casinos had
an aggregate of roughly 2,300 slot machines and 47 table games.
The Iowa casino also offers roughly 60 all-suite hotel rooms and
65 RV spaces with utility hookups.

The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


HOCKINGS CORPORATION: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Hockings Corporation
        79245 Corporate Center Drive, Suite 102
        La Quinta, CA 92253

Bankruptcy Case No.: 09-37110

Chapter 11 Petition Date: November 10, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Richard M. Neiter

Debtor's Counsel: William S. Bonnheim, Esq.
                  39-301 Badger St., Ste. 800
                  Palm Desert, CA 92211
                  Tel: (760) 772-9696
                  Fax: (760) 772-9690

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

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

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

            http://bankrupt.com/misc/cacb09-37110.pdf

The petition was signed by Jeffery Hockings, president of the
Company.


INFOLOGIX INC: Exempted From NASDAQ's Stockholder Approval Rules
----------------------------------------------------------------
InfoLogix, Inc., that NASDAQ has granted the Company's request for
an exception to NASDAQ's stockholder approval requirements, in
accordance with NASDAQ Listing Rule 5635(f).  The Company is
relying on this exception to complete a proposed plan of
restructuring, pursuant to which a portion of the Company's
outstanding debt with Hercules Technology Growth Capital, Inc.,
would be converted into equity in the Company, the remaining
outstanding debt with Hercules would be otherwise restructured,
the Company would issue warrants to Hercules or its affiliate to
purchase equity in the Company, and certain other debt and earnout
obligations with other parties would be restructured.  The Company
currently anticipates that the transaction would close on or about
November 20, 2009.  The restructuring would result in cancellation
of $5 million in indebtedness and provide for up to $5 million in
availability under a revolving credit facility with Hercules.

                      About InfoLogix, Inc.

InfoLogix Inc. (NASDAQ: IFLG) -- http://www.infologix.com/--
provides enterprise mobility solutions for the healthcare and
commercial industries.  InfoLogix uses the industry's most
advanced technologies to increase the efficiency, accuracy, and
transparency of complex business and clinical processes.  With 19
issued patents, InfoLogix provides mobile managed solutions, on-
demand software applications, mobile infrastructure products, and
strategic consulting services to over 2,000 clients in North
America including Kraft Foods, Merck and Company, General
Electric, Kaiser Permanente, MultiCare Health System and Stanford
School of Medicine.

The Company has $45.06 million in assets against debts of
$46.35 million as of June 30, 2009.


INTELSAT LTD: Paid $100 Million Under Contract with Sea Launch
--------------------------------------------------------------
Intelsat, Ltd., disclosed it has made approximately $100 million
of payments under its contracts and options with Sea Launch
Company L.L.C. for the launch of three satellites.  In August
2009, Intelsat obtained approval from the bankruptcy court to make
payments directly to Space International Services for the two
launches provided by Space International Services.  As of
September 30, 2009, Intelsat had approximately $43 million
outstanding of payments made to Sea Launch relating to satellite
launches that Sea Launch is still required to provide the Company.

Intelsat contracted Sea Launch for the future launch of three
satellites, one through Sea Launch and two through Space
International Services.  The Company has options for the launch of
four additional satellites through Sea Launch.

"While Sea Launch is continuing to operate as a debtor-in-
possession, and while we may receive full or partial credit for
prior payments relating to the launches, there can be no assurance
that Sea Launch will honor its contractual obligations to us, or
do so without charging us significant additional amounts beyond
what is provided for in our current agreements.  In addition,
should we try to procure alternative launch services for the
satellites involved, there can be no assurance that we will not
incur significant delays and significant additional expenses as a
result," Intelsat said.

                         About Sea Launch

Sea Launch Co. is a satellite-launch services provider that offers
commercial space launch capabilities from the Baikonur Space
Center in Kazakhstan.  Its owners include Boeing Co., RSC Energia,
and Aker ASA.

Sea Launch Company, L.L.C., filed for Chapter 11 on June 22, 2009
(Bankr. D. Del. Case No. 09-12153).  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, serve as the Debtor's counsel.  At the
time of the filing, the Company said its assets range from
$100 million to $500 million and debts are at least $1 billion.

                          About Intelsat

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- provides fixed satellite services
worldwide.  Intelsat provides service on a global fleet of 51
satellites and seven owned teleports and terrestrial facilities.
Intelsat supplies video, data and voice connectivity in roughly
200 countries and territories for roughly 1,800 customers, many of
which Intelsat has had relationships with for over 30 years.
Intelsat has one of the largest, most flexible and one of the most
reliable satellite fleets in the world, which covers over 99% of
the world's population.

Intelsat had $17,052,043,000 in total assets against total current
liabilities of $659,614,000, long-term debt, net of current
portion of $15,087,524,000, deferred satellite performance
incentives, net of current portion of $115,607,000, deferred
revenue, net of current portion of $226,198,000, deferred income
taxes of $531,913,000, accrued retirement benefits of
$238,385,000, other long-term liabilities of $343,554,000 and
noncontrolling interest of $7,058,000, resulting in stockholders'
deficit of $157,810,000.


INTELSAT LTD: Posts $94,784,000 Net Loss for Q3 2009
----------------------------------------------------
Intelsat, Ltd., reported a net loss of $94,784,000 for the three
months ended September 30, 2009, from a net loss of $179,291,000
for the same period a year ago.  Intelsat reported a net loss of
$685,118,000 for the nine months ended September 30, 2009, from a
net loss of $673,939,000 for the same period a year ago.

Intelsat said revenue was $617,888,000 for the three months ended
September 30, 2009, from $598,512,000 for the same period a year
ago.  Revenue was $1,892,219,000 for the nine months ended
September 30, 2009, from $1,756,112,000 for the same period a year
ago.

Intelsat had $17,052,043,000 in total assets against total current
liabilities of $659,614,000, long-term debt, net of current
portion of $15,087,524,000, deferred satellite performance
incentives, net of current portion of $115,607,000, deferred
revenue, net of current portion of $226,198,000, deferred income
taxes of $531,913,000, accrued retirement benefits of
$238,385,000, other long-term liabilities of $343,554,000 and
noncontrolling interest of $7,058,000, resulting in stockholders'
deficit of $157,810,000.

In a news statement, Intelsat generated negative free cash flow
from operations of $19.5 million during the three months ended
September 30, 2009, as the result of interest and satellite
construction payments as well as changes in working capital during
the period.  Free cash flow from operations is defined as net cash
provided by operating activities, less payments for satellites and
other property and equipment (including capitalized interest).
Payments for satellites and other property and equipment during
the three months ended September 30, 2009 totaled $172.6 million.

Intelsat generated free cash flow from operations of $93.3 million
during the nine months ended September 30, 2009.  Payments for
satellites and other property and equipment during the nine months
ended September 30, 2009 totaled $456.0 million.

Intelsat is in the process of procuring and building 11 satellites
that are expected to be launched throughout the next three years,
including the New Dawn joint venture satellite.  The company
expects that 2009 total capital expenditures will range from
approximately $625 million to $675 million, however, several late
2009 contract milestones could result in some expenditures being
delayed into 2010.  The 2009 capital expenditure estimate excludes
capital expenditures related to the New Dawn satellite, for which
Intelsat's cash contributions in 2009 are expected to be minimal,
and the purchase of the ProtoStar I satellite, for which all of
the $210 million consideration is expected to be paid in 2009. The
company indicated that changes in the overall satellite launch
market could result in increases to expected launch costs in the
future.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?4926

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4925

                          About Intelsat

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- provides fixed satellite services
worldwide.  Intelsat provides service on a global fleet of 51
satellites and seven owned teleports and terrestrial facilities.
Intelsat supplies video, data and voice connectivity in roughly
200 countries and territories for roughly 1,800 customers, many of
which Intelsat has had relationships with for over 30 years.
Intelsat has one of the largest, most flexible and one of the most
reliable satellite fleets in the world, which covers over 99% of
the world's population.


INTERMET CORP: Unit to Shutdown Plan and Lay off Workers
--------------------------------------------------------
Tony Adams at Ledger Inquirer relates that Columbus Foundry Inc.,
owned by Intermet Corp., will close its 350,000-square-foot plant
by Dec. 12, 2009, and lay off its remaining 169 employees

The Company has notified the Georgia Department of Labor about the
shutdown and layoff, Mr. Adams notes.

"The entire Columbus Foundry will be closed and the layoffs are
expected to be permanent," says Mr. Adams, citing an employee of
the Company as saying.

Columbus Foundry is located at 1600 Northside Industrial Blvd.,
just south of the Bradley Park Drive shopping area.

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

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

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


JMR HOLDINGS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jmr Holdings, LLC
        1930 East Meadowmere Street, Suite 1010
        Springfield, MO 65804

Bankruptcy Case No.: 09-12914

Chapter 11 Petition Date: November 9, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: George C. Paine II

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St., Ste. 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  Email: slefkovitz@lefkovitz.com

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

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

According to the schedules, the Company has assets of $3,575,000
and total debts of $2,264,409.

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

             http://bankrupt.com/misc/tnmb09-12914.pdf

The petition was signed by Mike Delacy, chief manager of the
Company.


JARDEN CORPORATION: Moody's Gives Pos. Outlook, Puts 'Ba2' Rating
-----------------------------------------------------------------
Moody's Investors Service changed Jarden Corporation's ratings
outlook to positive from stable reflecting the company's good
operating performance during the recession and its improved
liquidity position.  At the same time, Moody's assigned a Ba2
rating to the $600 million amended secured term loan traunch and
affirmed all other exiting ratings, including the B1 corporate
family rating and SGL 2 speculative grade liquidity rating.

"The positive outlook reflects Moody's view that Jarden's large
scale with $5 billion in revenue, broad product diversification
and leading brand names has helped it weather a severe consumer
led recession and should enable it to improve its profitability as
the economic recovery begins to take shape" said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service.  The positive
outlook also reflects the improved transparency of Jarden's
organic performance as there haven't been any significant recent
acquisitions.  The positive outlook further considers Jarden's
strong liquidity position with over $600 million of cash, good
operating cash flow and an improved debt maturity profile
following the amendment and extension of $600 million term loan
traunch.

The B1 corporate family rating reflects the company's scale, its
leading (and in some cases dominant) market share in select
categories and its improving liquidity profile.  The corporate
family rating also reflects the acquisitive nature of the company
while at the same time recognizing the diversification benefits
expected to be realized from its breadth of products.

The SGL 2 speculative grade liquidity rating reflects Jarden's
good liquidity profile, highlighted by cash balances of over
$600 million, an improving debt maturity profile and good
operating cash flow.  Further benefiting Jarden's liquidity
profile is having sufficient cushion under its financial covenant,
having access to a $100M revolver that expires in January 2012 and
having access to an accounts receivable securitization facility
that can be upsized to $400 million ($248 million drawn at
September 30th).  Constraining the company's liquidity profile is
the annual renewal of the $250 million accounts receivable
securitization facility, the recent implementation of a $30M
annual dividend and the maturity of over $545 million in 2011
(three quarterly amortization payments of around $180 million) and
by the maturity of almost $180 million in January 2012.  The
company is expected to maintain adequate headroom under its
financial covenants.

This rating was assigned:

  -- $600 million term loan at Ba2 (LGD 2 -- 25%);

These ratings were affirmed/assessments revised:

  -- Corporate family rating at B1;

  -- Probability of default rating at B1;

  -- $225 million senior secured revolver to Ba2 (LGD 2 -- 25%
     from LGD 2 -- 27%);


  -- $725 million secured term loan at Ba2 (LGD 2 -- 25% from LGD
     2 -- 27%);

  -- $300 million senior unsecured notes at B2 (LGD 4, 69% from
     LGD 5, 71%);

  -- $650 million senior subordinated notes at B3 (LGD 6 -- 90%) -
     - no change in LGD assessment;

  -- Speculative grade liquidity rating at SGL 2

The last rating action was on May 20, 2009, where Moody's upgraded
the senior secured credit facility rating to Ba2 and upgraded the
liquidity rating to SGL 2.

Jarden Corporation is a leading provider of niche consumer
products.  Jarden operates in three primary business segments
through a number of well recognized brands, including: Outdoor
Solutions: Abu Garcia(R), Berkley(R), Campingaz(R) and Coleman(R),
Fenwick(R), Gulp!(R), JT(R), K2(R), Marker(R), Marmot(R),
Mitchell(R), Penn(R), Rawlings(R), Shakespeare(R), Stearns(R),
Stren(R), Trilene(R), Volkl(R) and Zoot(R); Consumer Solutions:
Bionaire(R), Crock-Pot(R), FoodSaver(R), Health o meter(R),
Holmes(R), Mr.  Coffee(R), Oster(R), Patton(R), Rival(R), Seal-a-
Meal(R), Sunbeam(R), VillaWare(R) and White Mountain(R); and
Branded Consumables: Ball(R), Bee(R), Bicycle(R), Crawford(R),
Diamond(R), Dicon(R), First Alert(R), Forster(R), Hoyle(R),
Kerr(R), Lehigh(R), Leslie-Locke(R), Loew Cornell(R) and Pine
Mountain(R).  Headquartered in Rye, N.Y., Jarden has over 20,000
employees worldwide and reported consolidated net sales of
approximately $5.1 billion for the twelve months ended
September 30, 2009.


JOHNSONDIVERSEY INC: Moody's Puts 'Ba2' Rating on $1.25 Bil. Notes
------------------------------------------------------------------
Moody's assigned a Ba2 to the proposed $1.25 billion senior
secured credit facility of JohnsonDiversey, Inc., and certain of
its subsidiaries and a B3 to $400 million of proposed senior
notes.  Moody's also affirmed the B2 Corporate Family Rating and
assigned an SGL-2 speculative grade liquidity rating.  The rating
outlook is stable.

On October 7, 2009, JohnsonDiversey Holdings, Inc., the holding
company parent of JDI, entered into a series of agreements
principally designed to recapitalize JD Holdings and JDI
(Recapitalization).  Pursuant to the agreements, an investment
fund managed by Clayton, Dubilier & Rice, Inc., and SNW Co., Inc.,
a wholly owned subsidiary of S.C.  Johnson & Son, Inc., will make
equity investments in JD Holdings of approximately $477 million
and $9.9 million, respectively.  The equity investments along with
the proceeds from a $1 billion secured term loan and $400 million
of unsecured notes will be used to fund a cash payment of
$158 million to Unilever, refinance approximately $1.5 billion of
existing debt and pay transaction fees and expenses.  In addition,
$250 million of senior unsecured PIK notes will be issued by JD
Holdings to affiliates of Unilever.  The Recapitalization, which
is conditioned upon completing the debt financing and customary
regulatory approvals, is expected to close prior to the end of the
year.

"The Recapitalization will substantially improve the debt maturity
and liquidity profile of JD Holdings by eliminating the Unilever
put obligation and the 2010 and 2011 maturities of the existing
bank credit facility" stated Lenny Ajzenman, Senior Vice
President.

Following the Recapitalization, the key constraints on the B2
Corporate Family Rating are (i) weak cash flow metrics for the
rating category (ii) the potential for weak demand during 2010 in
end markets that are sensitive to discretionary consumer spending
and (iii) the potential for continued raw material cost
volatility.  The ratings are supported by the company's number one
or number two market positions in key global markets, a diverse
customer base, solid long term growth prospects and steady profit
performance in 2009 despite pressures from a global recession.

Moody's assigned these ratings (assessments):

* JohnsonDiversey, Inc. - $450 million secured term loan due 2015,
  Ba2 (LGD 2, 21%)

* JohnsonDiversey, Inc. - $250 million secured revolver due 2014,
  Ba2 (LGD 2, 21%)

* JohnsonDiversey, Inc. - $400 million senior unsecured notes due
  2017, B3 (LGD 5, 73%)

* JohnsonDiversey Holdings II B.V. - $500 million secured term
  loan due 2015, Ba2 (LGD 2, 21%)

* JohnsonDiversey Canada, Inc. - $50 million secured term loan due
  2015, Ba2 (LGD 2, 21%)

* JohnsonDiversey, Inc. - SGL-2 speculative grade liquidity rating

Moody's affirmed these ratings (assessments):

  -- $175 million secured revolver due 2010, Ba2 (LGD 1, 9%)

  -- $328 million secured term loan due 2011, Ba2 (LGD 1, 9%)

  -- $98 million secured term facility due 2010, Ba2 (LGD 1, 9%)

  -- $300 million senior subordinated notes due 2012, B2 (LGD 4,
     56%)

  -- Eur225 million senior subordinated notes due 2012, B2 (LGD 4,
     56%)

  -- $406 million 10.67% discount notes due 2013, Caa1 (LGD 6,
     92%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

All of the ratings on the existing debt of JDI and JD Holdings are
expected to be withdrawn upon the repayment of such debt in
connection with the Recapitalization.

The last rating action on JD Holdings was on June 10, 2008, when
Moody's affirmed the B2 Corporate Family Rating and B2 Probability
of Default Rating and raised the rating on the senior subordinated
notes to B2 from B3.

JD Holdings, through its wholly owned subsidiary JDI, is a leading
global supplier of cleaning, hygiene, and sanitizing products,
equipment and related services to the institutional and industrial
cleaning and sanitation markets.  Revenues for the twelve months
ended October 2, 2009, were approximately $3.1 billion.


JOHNSONDIVERSEY HOLDINGS: S&P Raises Corp. Credit Ratings to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit ratings on JohnsonDiversey Holdings Inc. and
JohnsonDiversey Inc. to 'B+' from 'B'.  The outlook is stable.

Standard & Poor's also said that based on preliminary terms and
conditions, it assigned a 'BB-' senior secured debt rating to
JohnsonDiversey Inc.'s proposed $1.25 billion senior secured
credit facilities.  The recovery rating is '2', indicating S&P's
expectation for substantial (70%-90%) recovery in the event of a
payment default.

In addition, based on preliminary terms and conditions, Standard &
Poor's assigned a 'B-' senior unsecured debt rating to
JohnsonDiversey Inc.'s proposed offering of $400 million senior
unsecured notes due 2019.  The recovery rating is '6', indicating
S&P's expectation for negligible (0%-10%) recovery in the event of
a payment default.

The company will use the proceeds of the new debt issues and new
equity of $487 million to refinance existing debt, pay Unilever
PLC, and pay transaction-related costs.  JohnsonDiversey Holdings
Inc. will change its name to Diversey Holdings Inc., and
JohnsonDiversey Inc. will change its name to Diversey Inc. upon
closing of the transaction.  Pro forma for the transaction, the
company will have total adjusted debt of about $2.1 billion.  S&P
adjust debt to include about $400 million of tax-effected unfunded
postretirement obligations as well as off-balance-sheet lease and
receivables financing.

S&P will withdraw its ratings on the company's existing debt at
closing.

The ratings on Sturtevant, Wis.-based JohnsonDiversey Holdings
Inc. and its operating subsidiary, JohnsonDiversey Inc., reflect
its business risk profile, which S&P considers satisfactory, and
highly leveraged financial profile.

JohnsonDiversey is a leading global manufacturer and marketer of
cleaning and hygiene products and related services for
institutional and industrial cleaning.  The company is the second-
largest player, with an estimated 8% share of this still-
fragmented global market (estimated to be more than $40 billion in
size), trailing only the industry leader, Ecolab Inc.
JohnsonDiversey's operations are well-diversified by customer and
geography, with nearly 80% of sales generated outside North
America.  Markets should remain relatively stable (recession-
related volume declines were in the mid-single digit percentage
area), with business continuing to benefit from concerns regarding
food safety and the desire to limit the spread of illnesses.
Moreover, S&P expects that the company will continue to capitalize
on the sale of products that reduce customers' usage of energy,
water, and labor.

Driving improved operating performance is a major, multiyear
restructuring program that JohnsonDiversey began in 2005 and has
nearly completed.  It included major facilities rationalization
and headcount reductions and the exit of underperforming
businesses.  According to management, the program has resulted in
annual operating cost savings totaling more than $200 million,
significantly exceeding initial expectations.  Costs associated
with the restructuring program, which are expected to total about
$400 million, were funded with significant asset sales.

S&P expects that JohnsonDiversey's operating margins (before
depreciation and amortization) will stabilize at 13%-14%, with a
pretax return on capital in the low double-digit percentage area.
However, fluctuating raw material costs can occasionally pressure
operating profitability.  Although the company's credit metrics
have improved, they will likely remain considerably weaker than
Ecolab's (A/Stable/A-1), the operating margins and return on
capital of which are in the upper teens percentage area.
JohnsonDiversey's cash interest expense should decline following
completion of the recapitalization because of the pay-in-kind
feature of the Unilever note during the first five years.  Capital
spending needs are moderate and should be $100 million-
$120 million in each of the next few years.  Free operating cash
flow, which was negative at times during the restructuring, should
continue to strengthen and be modestly positive in 2010 and
beyond, facilitating modest deleveraging over time.  S&P expects
the key funds from operations to adjusted total debt ratio to
average about 12%.

The outlook is stable.

"Although JohnsonDiversey is highly leveraged, S&P expects that
operating performance will remain relatively stable and the
company will generate modest positive operating cash flow
following completion of the restructuring and recapitalization,"
said Standard & Poor's credit analyst Cynthia Werneth.  S&P could
lower the ratings if operating performance weakens or debt
increases substantially for any reason such that funds from
operations to adjusted total debt drops and is likely to stay
below 10% or adjusted total debt to EBITDA exceeds 6x for an
extended period.  S&P could raise the ratings if FFO to adjusted
total debt appeared likely to approach and remain near 15% and
adjusted total debt to EBITDA declines to and remains below 5x.


KINGSLEY CAPITAL: Court Confirms Amended Reorganization Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado confirmed
Kingsley Capital Inc.'s Second Amended Plan of Reorganization.

Under the Plan, unsecured creditors will receive distributions of
80% of available cash not used to pay or reserved for allowed
administrative claims, professional fee claims, allowed priority
non-tax claims, and allowed priority unsecured tax claims, pro
rata.  All payments will be applied first to interest and then to
principal.

Holders of interests remained unimpaired.

A full-text copy of the Chapter 11 Plan, as twice amended, is
available at http://bankrupt.com/misc/kingsley.ch11plan.pdf

A full-text copy of the Disclosure Statement, as thrice amended,
is available for free at:

        http://bankrupt.com/misc/kingsley.3rdamendedds.pdf

Denver, Colorado-based Kingsley Capital Inc. filed for Chapter 11
relief on May 23, 2008 (Bankr. D. Colo. Case No. 08-17152).
Christian C. Onsager, Esq., David M. Rich, Esq., and Michael J.
Guyerson, Esq., at Onsager, Staelin & Guyerson LLC, represent the
Debtor as counsel.  The Debtor filed on June 9, 2008, its
schedules of assets and schedules, disclosing total assets of
$10,356,146 and total liabilities of $5,028,840.


LANDAMERICA FINANCIAL: Objections Pour in to Chapter 11 Plan
------------------------------------------------------------
Law360 reports that about a dozen objections have come in against
LandAmerica Financial Group Inc.'s Chapter 11 plan, mostly by
entities that have adversary proceedings pending against the
liquidating real estate services and financing company and by the
Internal Revenue Service.

On October 24, 2009, the Debtors delivered to the Court a further
Amended Joint Chapter 11 Plan.  Under the Plan, unsecured
creditors of Capital Title Group, Inc., will recover 2.7%.
Holders of unsecured claims against LFG will recover 26.20%.

A blacklined copy of the October 24 Amended Plan is available for
free at http://bankrupt.com/misc/LandAm_AmendedPlan1024.pdf

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LEAP WIRELESS: Goldman Sachs & Wellington Disclose Equity Stake
---------------------------------------------------------------
The Goldman Sachs Group, Inc., and Goldman, Sachs & Co. report
holding beneficial ownership of 5,748,019 shares or roughly 7.4%
of the common stock of Leap Wireless International, Inc.

Wellington Management Company, LLP, in its capacity as investment
adviser, may be deemed to beneficially own 3,704,859 shares or
roughly 4.78% of Leap's common stock which are held of record by
Wellington Management's clients.

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

                            *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: Unveils Exchange Offer for 7.75% Sr. Secured Notes
-----------------------------------------------------------------
Leap Wireless International, Inc.'s operating subsidiary, Cricket
Communications, Inc., has commenced an exchange offer for its
outstanding unregistered 7.75% Senior Secured Notes due 2016.
These notes were originally issued on June 5, 2009, in a private
placement pursuant to Rule 144A and Regulation S under the
Securities Act of 1933 in an aggregate principal amount of
$1.1 billion.

Holders of the notes may exchange them for an equal principal
amount of a new issue of 7.75% Senior Secured Notes due 2016
pursuant to an effective registration statement on Form S-4 filed
with the Securities and Exchange Commission.  Terms of the new
notes are substantially identical to those of the original notes,
except that the transfer restrictions, registration rights, and
additional interest provisions relating to the original notes do
not apply to the new notes.

The exchange offer will expire at 5:00 p.m. EST on Wednesday,
December 9, 2009, unless extended.  Tenders of the original notes
must be made before the exchange offer expires and may be
withdrawn at any time before the exchange offer expires.

Documents describing the terms of the exchange offer, including
the prospectus and transmittal materials for making tenders, can
be obtained from the exchange agent, Wilmington Trust FSB, c/o
Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-1615, Attention: Sam Hamed,
telephone (302) 636-6470.

A full-text copy of the prospectus on Cricket's exchange offer is
available at no charge at http://ResearchArchives.com/t/s?4927

Leap reported a net loss for the third quarter of $65.4 million,
compared to a net loss of $47.3 million, for the comparable period
of the prior year.  As of September 30, 2009, Leap had
$5.36 billion in total assets, including $222.9 million in cash
and cash equivalents, against total liabilities of $3.55 billion
and redeemable noncontrolling interests of $75.7 million,
resulting in $1.74 billion in stockholders' equity.

A full-text copy of Leap's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4928

Leap and Cricket also filed other financial data in connection
with the exchange offer.  A full-text copy of the filing is
available at no charge at http://ResearchArchives.com/t/s?4929

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

                            *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the 'B-' long-term corporate credit rating and
'B+' secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAR CORP: S&P Assigns Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said it has assigned Lear Corp.
a 'B' corporate credit rating.  The outlook is stable.

S&P also assigned a 'BB-' issue rating (two notches above the
corporate credit rating) and '1' recovery rating to the new
company's proposed $400 million, first-lien exit facility; and a
'BB-' issue rating and '1' recovery rating to the new company's
proposed $550 million, second-lien term loan facility.  Lear has
total balance sheet debt of approximately $996 million, a
reduction of more than 75% from pre-bankruptcy levels.

"The ratings reflect what S&P considers to be Lear's aggressive
financial risk profile and weak business risk profile," said
Standard & Poor's credit analyst Lawrence Orlowski.  "We project
that Lear's global sales for 2010 will grow 12% year over year and
more than 10% in 2011 as global auto sales begin to recover," he
continued.

Still, S&P believes leverage, as measured by adjusted debt to
EBITDA, will remain high, at more than 5.0x at the end of 2010.
However, S&P believes leverage could decline significantly in 2011
if global light-vehicle sales stay in line with S&P's
expectations.  S&P expects U.S. light-vehicle sales in 2010 of
10.9 million units, up only slightly from S&P's current assumption
of 10.2 million units in 2009.

Lear is a leading, Tier 1 global automotive supplier and had sales
of $13.6 billion in 2008.  The company is made up of two
divisions: seating systems and electrical/electronics.

In S&P's view, prospects for positive free cash flow generation
will improve, mostly because of a lower cash interest burden.  The
company should benefit, in S&P's view, from higher operating
profitability because of various past restructuring actions, such
as transferring manufacturing capacity to lower-cost regions,
reducing manufacturing capacity, and eliminating administrative
overhead.  Still, S&P assume the company will generate negative
free operating cash flow in fiscal 2010, but positive free
operating cash flow in fiscal 2011.  However, if auto production
drops suddenly again, Lear could begin using cash at levels
greater than S&P currently assumes.

Liquidity appears to be adequate for near-term needs in the
current economy.  The company lacks a revolving credit facility
but has more than $1 billion in cash and cash equivalents on its
balance sheet.  S&P believes this should provide a sufficient
cushion to cover S&P's projection of Lear's operating cash needs.
Intra-quarter working capital should peak at about $400 million as
auto production volumes increase.

Lear's business risk profile is weak, largely because of volatile
auto production levels, high fixed costs, fierce competition, and
severe pricing pressures that characterize the global auto
supplier industry.  Furthermore, Lear has significant exposure to
General Motors LLC (unrated) and Ford Motor Co. (B-/Stable/--).
In the profitable seating systems division, Lear derives about 25%
of its revenue from GM.  S&P believes this concentration means the
business prospects of the new GM following its restructuring
constitute a risk to Lear's profitability.  S&P expects Lear to
remain the No.  2 player in the global seating systems market.
Business in China is growing strongly, and Lear's backlog for the
next three years stands at $1.4 billion.

The company pursues what it characterizes as a low-cost-country
strategy designed to increase global manufacturing and engineering
competitiveness.  Lear has indicated that it has more than 100
manufacturing and engineering facilities in 21 countries that it
characterizes as low-cost, and it has increased low-cost
engineering capabilities in China, India, and the Philippines.
These actions should especially help its electrical/electronics
division support global platforms and increase in scale, thereby
bolstering profitability in this business.

Under the plan of reorganization, Robert Rossiter and Matthew
Simoncini will remain CEO and CFO, respectively, of the new Lear.
Mr. Rossiter also is expected to remain chairman of the board.

The outlook is stable.  S&P could lower the rating if free
operating cash flow generation in 2010 is significantly worse than
the negative $170 million S&P currently expects, or if free
operating cash flow remains negative in 2011.  S&P believes either
of these events could occur if global light-vehicle sales fail to
recover in 2010, which could also lead to tighter cushions under
the leverage and coverage covenants.  These covenants tighten
sharply over the next year.

S&P could consider raising the rating if auto production is
stronger than S&P expects, contributing to substantial positive
cash flow generation, a debt-to-EBITDA ratio below 4.5x, and funds
from operations exceeding 15% on a sustainable basis.  For
example, S&P estimates that these ratio requirements could be met
if gross margins rose to about 5%.


LEAR CORP: ASM Capital Buys Claims
----------------------------------
In separate filings dated November 6, 2009, through November 9,
2009, creditors of the Debtors notified the Court that they
intend to transfer each of their claims against the Debtors:

Transferor                   Transferee            Claim Amount
----------                   ----------            ------------
Tool-Plas Systems Inc.       ASM Capital III, L.P.    $80,800
Strategic Products and
Services                     ASM Capital III, L.P.     13,759
Dynamic Technology Inc.      ASM Capital, L.P.         11,491
Dynamic Technology Inc.      ASM Capital, L.P.         11,491
Windsor Machine & Stamping
2009 Ltd                     Creditor Liquidity, L.P.  54,053
Service Master Professional
Janitorial                   ASM Capital, L.P.          4,928
Logicalis                    ASM Capital, L.P.          3,676
Itrade Inc.                  ASM Capital, L.P.          2,736
Demco 45, LLC                Fayett Group LLC         232,965

                       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).  Attorneys at
Kirkland & Ellis LLP, served as the Debtors' bankruptcy counsel.
McCarthy Tetrault LLP was 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 served as the Debtors'
claims and notice agent.

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

Lear 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.


LEAR CORP: Enters Into Warrant Agreement With Mellon Investor
-------------------------------------------------------------
Lear Corp. entered into a Warrant Agreement with Mellon Investor
Services LLC, as warrant agent, on November 9, 2009.  In
accordance with the Warrant Agreement, Lear issued on the
effective date of its First Amended Joint Plan of Reorganization,
warrants to purchase an aggregate of 8,157,250 shares of common
stock, par value $0.01 per share, of Lear.  The Warrants will
expire on the fifth anniversary of the Effective Date.

Each Warrant entitles its holder to purchase one share of Common
Stock at an exercise price of $0.01 per share of Common Stock, as
may be adjusted from time to time in accordance with the Warrant
Agreement.  The Warrants are exercisable for an aggregate of up
to 8,157,250 shares of Common Stock, subject to adjustment.

Holders of the Warrants may exercise the Warrants (i) commencing
on the business day immediately following a period of 30
consecutive trading days during which the closing price of the
Common Stock for at least 20 of the trading days is equal to or
greater than $39.63 (as adjusted from time to time), and (ii) the
fifth anniversary of the Effective Date.  Holders that elect to
exercise the Warrants must do so by providing written notice of
the election to Lear and the Warrant Agent prior to the
Expiration Date, in a form prescribed in the Warrant Agreement,
and paying the applicable exercise price for all Warrants being
exercised, together with all applicable taxes and governmental
charges.

Prior to the exercise of the Warrants, no holder of Warrants is
entitled to any rights as a stockholder of Lear, including,
without limitation, the right to vote, receive notice of any
meeting of stockholders or receive dividends, allotments or other
distributions.

The number of shares of Common Stock for which a Warrant is
exercisable, the Exercise Price, and the Trigger Price is subject
to adjustment from time to time upon the occurrence of certain
events, including an increase in the number of outstanding shares
of Common Stock by means of a dividend consisting of shares of
Common Stock, a subdivision of Lear's outstanding shares of
Common Stock into a larger number of shares of Common Stock or a
combination of Lear's outstanding shares of Common Stock into a
smaller number of shares of Common Stock.  In the event Lear pays
an extraordinary dividend to the holders of Common Stock, the
Trigger Price will be decreased dollar-for-dollar by the amount
of cash or the fair market value of any securities or other
assets paid or distributed on each share of Common Stock in
respect of the extraordinary dividend.

In addition, upon the occurrence of certain events constituting a
reorganization, recapitalization, reclassification, consolidation,
merger or similar event, each holder of a Warrant will have the
right to receive, upon exercise of a Warrant, an amount of
securities, cash or other property receivable by a holder of the
number of shares of Common Stock for which a Warrant is
exercisable immediately prior to that event.  After the
consummation of any of that event, all of the Warrants will be
deemed to be no longer outstanding and not transferable on Lear's
books or the books of the surviving corporation, and will
represent solely the right to receive the consideration payable
upon the exercise of the Warrant, without interest.

                       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).  Attorneys at
Kirkland & Ellis LLP, served as the Debtors' bankruptcy counsel.
McCarthy Tetrault LLP was 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 served as the Debtors'
claims and notice agent.

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

Lear 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.


LEAR CORP: Issues 5 Mil. Shares Under Incentive Plan
----------------------------------------------------
On November 9, 2009, Lear Corporation registered with the U.S.
Securities and Exchange 5,907,874 shares of common stock to be
issued under its Lear Corporation 2009 Long-Term Stock Incentive
Plan.  The proposed maximum offering price is $35 per share with
a maximum aggregate offering price of $206,775,590.

A copy of the filing may be accessed for free at:
http://researcharchives.com/t/s?492b

                       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).  Attorneys at
Kirkland & Ellis LLP, served as the Debtors' bankruptcy counsel.
McCarthy Tetrault LLP was 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 served as the Debtors'
claims and notice agent.

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

Lear 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.


LEHMAN BROTHERS: Perpetual Trustee Prevails in Court of Appeals
---------------------------------------------------------------
Perpetual Trustee Company Limited, acting in its capacity as
trustee for retail investors in Australia, New Zealand and Papua
New Guinea, has prevailed in its defence of an appeal made by
Lehman Brothers Special Financing Inc. in the English Court of
Appeal against the first instance decision of the Chancellor in
the English High Court on 28 July 2009.

On November 6, 2009, the Court of Appeal unanimously dismissed
LBSF's appeal and upheld the High Court's decision that provisions
which allow for the subordination of rights or beneficial
entitlements of LBSF on its bankruptcy or default are valid and
effectual under English law.  The efficacy of provisions such as
these is widely perceived as an important factor in the assignment
of credit ratings to credit linked notes and other instruments.

Perpetual was represented by English lawyers from Sidley Austin*
working together with lawyers from the Australian firm of Henry
Davis York.  The action, which is called Perpetual Trustee Company
Limited v (1) BNY Corporate Trustee Services Limited and (2)
Lehman Brothers Special Financing Inc. (together with a case that
was heard concurrently, Belmont Park Investments Pty Limited and
Others v (1) BNY Corporate Trustee Services Limited and (2) Lehman
Brothers Special Financing Inc.), has been closely monitored by
financial market participants given its potentially far-reaching
significance to similar synthetic CDO and other derivative
transactions in which parties have deliberately selected English
law to govern their dealings.

The proceedings were brought by Perpetual as the holder of certain
credit-linked notes issued as part of the "Dante" Note Programme
sponsored by LBSF and its affiliates.  The proceedings were
brought against BNY Corporate Trustee Services Limited.  LBSF
elected to be joined as a party to those proceedings.  BNY
maintained a neutral stance throughout the proceedings.

The action concerns a variety of issues, including whether BNY
should be prevented from applying "Noteholder Priority" in
relation to the distribution of the proceeds of the Collateral
over which it was directed to enforce security following an
acceleration of the Notes held by Perpetual.  The documents (which
were governed by English law) provided for a reversal of the
priority of payments to allow Perpetual (as holder of the Notes)
to be paid ahead of LBSF (as Swap Counterparty) if there was an
Event of Default in relation to LBSF under the Swap Agreement.  An
Event of Default under the Swap Agreement had occurred as a result
of the Chapter 11 Bankruptcy filings of LBSF and its parent
company in the United States and other events.

LBSF maintained at first instance that provisions of the U.S.
Bankruptcy Code (the so-called "ipso facto" rule) and, in the
alternative, provisions of English law, operated to make the
reversal of the priority of payments ineffectual as a matter of
law. LBSF appealed the High Court's decision that the reversal of
the priority of payments was not ineffectual under English law
under the so-called "anti-deprivation principle."

The Court of Appeal unanimously upheld the English High Court's
decision at first instance, confirming that provisions in
contracts governed by English law that subordinate the rights or
beneficial entitlements of the swap counterparty on an insolvency
or other default will not generally be prohibited by English law.
The Master of the Rolls, Lord Neuberger, commented that LBSF's
prior ranking right to the proceeds of the collateral under the
documents was always contingent, and given that LBSF had never
unconditionally owned a prior ranking right, it could not be said
to have been "deprived" of such a right contrary to the English
law anti-deprivation principle.

LBSF has applied for permission to appeal to the newly formed
English Supreme Court and the Court of Appeal's decision on
whether to grant such permission is expected shortly.

The validity of provisions such as these as a matter of U.S. law
has yet to be determined by the U.S. courts and is presently the
subject of litigation initiated by LBSF in the U.S. after LBSF
elected to be joined as a party to the English proceedings.
Motions seeking summary judgement on the U.S. law issue are
scheduled to be heard on 19 November 2009 in New York in the U.S.
Bankruptcy Court.

Also at issue in the proceedings is whether the English Court will
permit the application of foreign insolvency laws (by virtue of an
application under the Cross Border Insolvency Regulations 2006 to
invalidate these subordination provisions. That issue was not the
subject of the hearing before the Court of Appeal, having been
adjourned by the English High Court to permit an appropriate
application for recognition and assistance under the CBIR to be
made by LBSF.

Sidley is one of the world's largest full-service law firms, with
approximately 1700 lawyers practising in 16 U.S. and international
cities, including Beijing, Brussels, Frankfurt, Geneva, Hong Kong,
London, Shanghai, Singapore, Sydney and Tokyo.  Every year since
2003, Sidley has been named to Legal Business' Global Elite, its
designation for the 18 firms "that define the pinnacle of the
legal profession."  BTI, a Boston-based consulting and research
firm, has named Sidley to their Client Service Hall of Fame as one
of only two law firms to rank in the Client Service Top 10 for
seven years in a row.

                       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)


LIFT-TECH ELEVATOR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lift-Tech Elevator Service, LLC
        926 Newark Ave Suite 101
        Jersey City, NJ 07306

Bankruptcy Case No.: 09-40244

Chapter 11 Petition Date: November 10, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Debtor's Counsel: Shmuel Klein, Esq.
                  Law Office of Shmuel Klein
                  113 Cedarhill Avenue
                  Mahwah, NJ 07430
                  Tel: (201) 529-3411
                  Email: shmuelklein@optonline.net

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

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

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

            http://bankrupt.com/misc/njb09-40244.pdf

The petition was signed by Dominic Glenn, owner of the Company.


LIMITED BRANDS: S&P Downgrades Ratings on Unsecured Notes to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on Limited Brands' (BB/Negative/B-1) unsecured
notes without subsidiary guarantees to '5' from '4' indicating the
expectation of modest (10%-30%) recovery in the event of a payment
default.  Concurrently, S&P is lowering the rating on those notes
to 'BB-' from 'BB', and removing it from CreditWatch, where it was
placed on June 15, 2009, with negative implications.  In addition,
S&P is assigning a '3' recovery rating to the $500 million
unsecured notes with subsidiary guarantees due 2019.  The '3'
recovery rating indicates the expectation of meaningful (50%-70%)
recovery in the event of a payment default.  These notes are rated
the same as the corporate credit rating.

"The recovery rating revision on the unsecured notes results from
the repayment of $108 million unsecured notes with senior
unsecured notes that rank senior to its unguaranteed unsecured
notes," said Standard & Poor's credit analyst Diane Shand.  Hence,
there is more priority debt ahead of the existing unguaranteed
unsecured notes.  Ratings would not have been affected if the
company had used the proceeds to repay secured debt.

The ratings on Columbus, Ohio-based specialty retailer Limited
Brands reflect its participation in the intensely competitive
specialty retail industry and weakening credit measures.  The
company's satisfactory market positions in intimate apparel and
personal care products and its geographic diversity partially
mitigate these weaknesses.

Both Victoria's Secret and Bath & Body Works are relatively mature
and their growth rates are slowing.  Limited Brands sells highly
discretionary items and both Victoria's Secret and BBW suffered
declines in same-store sales and profitability in 2008 and thus
far in 2009 as a result of the significant drop in consumer
spending.  Historically, both had provided consistent and
solid cash flows.

A manageable debt maturity schedule provides additional financial
flexibility.  The company recently amended its credit facility to
loosen covenants.  Currently, the company has a 31% cushion within
its covenants.  S&P expects the company will have more than a 20%
cushion in the financial covenants in its revolving credit
facility during 2009.


MAGNA ENTERTAINMENT: Negotiating With Stalking Horse for Pimlico
----------------------------------------------------------------
Magna Entertainment Corp. has asked the Bankruptcy Court to extend
by two days after November 9, 2009, the deadline to enter into
stalking horse agreements for the Maryland Jockey Club, which
comprise the Pimlico and Laurel Park race tracks.

Magna said that in an effort to further stimulate the auction
process for the Maryland Jockey Club and generate further
competitive bidding, they are diligently working towards
finalizing a purchase agreement that can serve as the "stalking
horse bid".  The Debtors, however, were not able to meet the
original deadline for those bids.

Initial bids for the Maryland tracks were due Nov. 2 for the
selection of the so-called stalking horse.  A second round of bids
is scheduled by Dec. 2.  The auction will be Jan. 8, followed by a
sale approval hearing on Jan. 20.

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

                     About Magna Entertainment

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

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

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

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

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


MAGUIRE PROPERTIES: Says Calif. Budget Woes May Impact Financials
-----------------------------------------------------------------
Maguire Properties, Inc., said in a regulatory filing that
continuing state budget problems in California may have an adverse
effect on its operating results and occupancy levels.  Maguire
Properties said the State of California continues to address
severe budget shortfalls through reductions of benefits and
services and the layoff or furlough of employees.

"The perception that the State is not able to effectively manage
its budget or cuts in services and benefits may reduce demand for
leased space in California office properties.  A significant
reduction in demand for office space could adversely affect our
future financial condition, results of operations, cash flow,
quoted trading prices of our securities and ability to satisfy our
debt service obligations and to pay distributions to
stockholders," the Company said.

Maguire Properties also said many of its major tenants have
experienced or may experience a notable business downturn,
weakening their financial condition and potentially resulting in
their failure to make timely rental payments or a default under
their leases.  Some of the Company's tenants are in the mortgage,
financial, insurance and professional services industries.

"In many cases, we have made substantial up-front investments in
the applicable leases, through tenant improvement allowances and
other concessions, as well as typical transaction costs (including
professional fees and commissions) that we may not be able to
recover.  In the event of any tenant default, we may experience
delays in enforcing our rights as landlord and may incur
substantial costs in protecting our investment," the Company said.

As of September 30, 2009, Maguire's 20 largest tenants represented
44.9% of Maguire's Effective Portfolio's total annualized rental
revenue (excluding Properties in Default).

According to the Company, the bankruptcy or insolvency of a major
tenant also may adversely affect the income produced by its
properties.  If any tenant becomes a debtor in a case under the
United States Bankruptcy Code, Maguire cannot evict the tenant
solely because of the bankruptcy.  In addition, the bankruptcy
court might authorize the tenant to reject and terminate their
lease with Maguire.  Moreover, Maguire's claim against the tenant
for unpaid future rent would be subject to a statutory cap that
might be substantially less than the remaining rent actually owed
under the lease.  Also, the claim for unpaid rent would likely not
be paid in full.

There have recently been a number of high profile bank failures,
and several of Maguire's banking tenants faced distress in 2008
and continue to face distress in 2009.  Failed banks or banks
involved in government-facilitated sales are subject to the FDIC's
statutory authority and receivership process.  The FDIC has
receivership powers that are substantially broader than those of a
bankruptcy trustee.  In dealing with the FDIC in any repudiation
of a lease, the Company as landlord is likely in a less favorable
position than with a debtor in a bankruptcy proceeding.  Many of
the creditor protections that exist in a bankruptcy proceeding do
not exist in a FDIC receivership.

As reported by the TCR on Friday, Maguire posted a net loss of
$48.58 million on total revenue of $126.32 million for the quarter
ended September 30, 2009, from a net loss of $67.75 million on
total revenue of $123.86 million for the same period a year ago.
The Company posted a net loss of $533.80 million on total revenue
of $378.06 million for the nine months ended September 30, 2009,
from a net loss of $231.79 million on total revenue of
$379.24 million the prior year.  At September 30, 2009, Maguire
had $4.17 billion in total assets against $4.69 billion in total
liabilities.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?492a

                  About Maguire Properties, Inc.

Maguire Properties, Inc. (NYSE: MPG) --
http://www.maguireproperties.com/-- is the largest owner and
operator of Class A office properties in the Los Angeles central
business district and is primarily focused on owning and operating
high-quality office properties in the Southern California market.
Maguire Properties, Inc. is a full-service real estate company
with substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.


MANUEL VEGA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Manuel H. Vega
               Anel G. Vega
               6907 S. Copper Run Ave
               Tucson, AZ 85756

Bankruptcy Case No.: 09-28890

Chapter 11 Petition Date: November 10, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  Email: eric@ericslocumsparkspc.com

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

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

According to the schedules, the Company has assets of $2,232,830,
and total debts of $3,466,919.

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/azb09-28890.pdf

The petition was signed by the Joint Debtors.


MARANI BRANDS: Amends Q3 FY2009 Report; Posts Net Loss of $672,000
------------------------------------------------------------------
Marani Brands, Inc., has amended its report on Form 10-Q for the
fiscal 2009 third quarter ended March 31, 2009, mainly to reflect
accounting changes as a result of the application of reverse
merger, rather than purchase method accounting to the April 2008
merger transaction between the Company and Margrit Enterprises
International, Inc.

The Company reported a net loss of $672,671 on sales of $81,443
for the three months ended March 31, 2009, compared with a net
loss of $773,930 on sales $36,872 in the same period of fiscal
2008.

At March 31, 2009, the Company's consolidated balance sheets
showed $1,623,634 in total assets and $2,027,297 in total
liabilities, resulting in a $403,663 shareholders' deficit.

The Company's consolidated balance sheets at March 31, 2009, also
showed strained liquidity with $1,608,874 in total current assets
available to pay $1,903,732 in total current liabilities.

A full-text copy of the Company's amended quarterly report for the
period ended March 31, 2009, is available for free at:

             http://researcharchives.com/t/s?492e

                      Going Concern Doubt

As of March 31, 2009, the Company has an accumulated deficit of
$22,495,358 and incurred a net loss of $672,671 for the three
months ended March 31, 2009.  The Company's current business plan
requires additional funding beyond its anticipated cash flows from
operations.  The Company believes these and other factors raise
substantial doubt about its 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.


METCALF PAVING: Wants to Use $100,000 from Jayjet Transportation
----------------------------------------------------------------
David Krechevsky at Republican American reports that Metcalf
Paving Co. Inc. is asking the U.S. Bankruptcy Court in New Haven
for authority to access $100,000 from its managing partner Jayjet
Transportation LLC because the Company can't find a willing
lender.

Mr. Krechevsky relates that the facility is secured by a first
lien on any receivables by the loan.

According to person familiar with the matter, the Company was
unable to reach an agreement with Naugatuck Savings Bank to allow
the company to use its cash collateral.  The bank has a lien on
the company's assets and receivable, Mr. Krevchevsky notes.

A hearing is set for Thursday at 3:00 p.m., to consider the
Company's request, the report says.

Based in Beacon Falls, Metcalf Paving Co. Inc. operates a paving
and asphalt milling company.


NETBANK INC: Estate Supervisor Balks at Exec. Bid for $1.2M
-----------------------------------------------------------
Law360 reports that the liquidating supervisor for the estate of
NetBank Inc. is opposing a motion for summary judgment by a former
executive who claims the bank owes him more than $1.2 million in
severance.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does
retail banking, mortgage banking, business finance, and provides
ATM and merchant processing services.

The Company filed for chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP, represents the Debtor.  The U.S. Trustee for
Region 21 appointed six creditors to serve on an Official
Committee of Unsecured Creditors of the Debtor's case.  Rogers
Towers, Esq. at Kilpatrick Stockton LLP, represents the Committee
in this case.  Rogers Towers P.A. serves as co-counsel to the
Committee.  As of Sept. 25, 2007, the Debtor listed total
assets of $87,213,942 and total debts of $42,245,857.


NORTEL NETWORKS: ASM Capital, et al., Buy Claims
------------------------------------------------
The Office of the Clerk of the Bankruptcy Court recorded seven
notices of transfer of claims in the Debtors' Chapter 11 cases
for the period from October 21 to 28, 2009.  They are:

                                              Claim     Claim
Transferee          Transferor                Number    Amount
----------          ----------                ------  ----------
United States Debt  Brennan Consulting Service   163     $19,500
Recovery III LP

United States Debt  National Journal Group Inc.   --      $4,228
Recovery LLC

Liquidity Solutions Rapid Sheet Metal Inc.        --      $1,626

Liquidity Solutions Pucan Trading          1921/1922        $856

ASM Capital LP      Quarry Integrated           1735     $35,340
                    Communications

ASM Capital LP      NetFormx Inc.               2198     $32,266

ASM Capital LP      Arbor Industries USA Inc.    478      $2,664

ASM Capital LP      SecureLogix Corporation       --      $9,642

                   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: Belden Proposes Lift Stay to Set Off Claim
-----------------------------------------------------------
Prior to the Petition Date, Belden Inc. executed an escrow
agreement dated July 16, 2008, which concerned a merger of Shark
Acquisition Corp. and Trapeze Networks Inc.

Belden is the parent corporation of Shark Acquisition while
Nortel Networks Ltd., through its wholly owned subsidiary Nortel
Networks Inc., was a shareholder of Trapeze.

Under the Escrow Agreement, $10 million in funds potentially
payable to shareholders of Trapeze were placed in escrow pending
satisfaction of various conditions under the Merger Agreement and
the Escrow Agreement.

NNL has a 4.6782% interest in Trapeze and is potentially entitled
to its pro rata share of the escrow in the sum of $467,823, upon
distribution of the escrow funds.  The obligations of Belden and
NNL under these Agreements are not in dispute although the
amounts at issue remain subject to adjustment as provided under
the Escrow Agreement.

Furthermore, NNL owes Belden $332,344 for pension indemnification
obligations, which stemmed from an asset purchase agreement
entered into by its predecessor, Northern Telecom Limited and
Belden's predecessor, Cable Design Technologies (CDT) Canada Inc.

Accordingly, Belden asks the Bankruptcy Court to lift the
automatic stay to allow it to set off NNL's $467,823 claim
against its $332,344 claim.

After application of Belden's set-off rights, NNL will be left
with a claim of up to $135,479 against the escrow funds.

                   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: CCAA Units' Forecast for October to December
-------------------------------------------------------------
Ernst & Young Inc., the firm appointed to monitor the assets of
Nortel Networks Corporation and its four affiliates that filed
for creditor protection under Canada's Companies' Creditors
Arrangement Act, delivered to the Ontario Superior Court of
Justice its 25th monitor report on October 22, 2009.

The Monitor Report provides updates on the consolidated cash
position and liquidity of NNC and its subsidiaries as of
October 3, 2009, actual receipts and disbursements, cash flow
forecast, among other things.

Ernst & Young reported that as of October 3, 2009, NNC and its
subsidiaries had consolidated gross cash balance of about
$2.9 billion, which is held globally in various Norte1 units and
joint ventures.

As of October 3, 2009, the Nortel companies based in North
America have cash available for operations and post-filing
intercompany settlements of about $878 million compared to a
gross cash position of about $1.1 billion.  Of this,
approximately $182 million is held by the Canada-based Nortel
units while about $696 million is held by the U.S.-based units.

Nortel Government Solutions, a U.S. non-debtor entity, has cash
of approximately $56 million for use in its own operations and
for settlement of intercompany transactions.  It is anticipated
that the shares of NGS will be transferred to Avaya Inc. in
connection with the closing of the sale of Nortel's Enterprise
Solutions Business.

The administrators of U.K.-based Nortel units have cash available
for operations and post-filing intercompany settlements for
Nortel Networks UK and other foreign-based units of approximately
$737 million.  Meanwhile, Nortel entities in the Asia Pacific
region have about $417 million of cash available for operations
and intercompany settlements.

NETAS, a joint venture in which NNC and its subsidiaries have a
53% stake, has approximately $61 million of cash, of which
$32 million represents Nortel's proportionate share.

As at October 3, 2009, Nortel Networks (CALA) Inc.'s available
cash position is $76 million.  Other Nortel units in the
Caribbean and Latin America that are not in bankruptcy have about
$63 million of cash generally available to fund their in-country
operations and inter-company settlements.

               Actual Receipts and Disbursements
                from July 12 to October 3, 2009

The actual consolidated net cash outflow of NNC and the other
CCAA applicants, for the period July 12 to October 3, 2009, is
$26.9 million, according to the Monitor Report.

Available cash was greater than forecast by approximately
$7.5 million as a result of the appreciation of the Canadian
dollar against the U.S. dollar.  Meanwhile, unavailable cash
decreased by about $0.9 million.

               Cash Flow Forecast for the Period
                 October 4 to December 31, 2009

NNC and its subsidiaries, with the assistance of Ernst & Young,
prepared an updated 14-week cash flow forecast for the period
from October 4 to December 31, 2009.

The cash flow forecast indicates that NNC and the other CCAA
applicants will have total receipts of $400 million and total
disbursements of $524 million resulting in a net cash outflow of
$124 million.

As of October 3, 2009, the CCAA applicants have available cash
balances of about $182 million, excluding restricted cash and
unavailable cash of about $59 million.

A full-text copy of the 25th Monitor Report is available without
charge at http://bankrupt.com/misc/Nortel25thMonitorReport.pdf

                   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)


NUTRACEA: Files for Protection Under Chapter 11
-----------------------------------------------
NutraCea disclosed that the company has filed a voluntary petition
for protection under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Arizona.  None of the
Company's subsidiaries, including its Brazilian rice bran oil
operation, Irgovel, were included in the bankruptcy filing.

The company plans to use the protection provided by the courts
under Chapter 11 to restructure its operations, reduce overhead
and sell non-core assets, in line with the previously announced
strategy of focusing on its core businesses of stabilized rice
bran, rice bran oil, nutraceuticals and baby cereal.

"The protection provided by the Chapter 11 process will allow
NutraCea to gain immediate liquidity through the $6,750,000
Debtor-in-Possession financing facility provided by Wells Fargo
Bank, N. A. and to resume normal day-to-day operations, while
giving us the opportunity to restructure, strengthen our business
performance and create long-term value for our stakeholders," said
W. John Short, Chief Executive Officer.  Mr. Short added, "We will
work hard to emerge from this process as quickly as possible with
a streamlined cost structure that should allow us to operate as a
healthier, more competitive and profitable company.  We deeply
appreciate the dedication and efforts of our employees, who have
worked exceedingly hard during this challenging period.  We look
forward to the continued support of our customers, vendors and
business partners as we reposition NutraCea for future growth and
profitability."

In conjunction with its filing, the Company applied for Bankruptcy
Court approval for a DIP financing facility provided by Wells
Fargo Bank, N. A. The DIP facility provides lines of credit
totaling $6,750,000 which, combined with cash flow from
operations, will permit payment of employee wages and benefits and
allow the Company to resume normal day-to-day operations,
including payment of post-petition obligations to vendors and
professional service providers, all in the normal course of
business.

The total funds that NutraCea will be able to access under the DIP
financing facility will be determined using a borrowing base
formula and will be reduced by the outstanding balance owing under
NutraCea's old credit facility with Wells Fargo Bank, N.A.
NutraCea currently owes approximately $3,575,000 to Wells Fargo
Bank, N.A. under the old credit facility.  The Company's
obligations under the DIP financing facility will be secured by
its facilities in Phoenix, Arizona, Dillon, Montana and Mermentau,
Louisiana and all of its personal property assets other than
certain intellectual property assets.

In addition to seeking Bankruptcy Court approval of the DIP
financing, NutraCea has filed several customary first day motions
seeking authority to take actions in furtherance of its
reorganization.

NutraCea has hired Forrester, Worth & Green PLLC as its bankruptcy
counsel.

The Company plans to post regular updates on its Web site
regarding the Chapter 11 process in order to keep employees,
customers, vendors, professional service providers, shareholders,
other stakeholders and the general public apprised of its progress
as it restructures under court supervision.

NutraCea sought protection from Chapter 11 after Wells Fargo
accelerated a principal balance due on a line of credit that it
defaulted, Andrew Johnson at azcetral.com reports.  In addition,
the Company is facing lawsuits over a facility in Louisiana due to
late payments on lease and supply deals, Mr. Johnson notes.  The
Company also restated its financial results for fiscal years 2006
and 2007 and the first three quarters of 2008 last month due to
accounting errors discovered by independent investigators hired by
the firm's audit committee.

                         About NutraCea

NutraCea -- http://www.NutraCea.com/-- is a world leader in
production and utilization of stabilized rice bran.  NutraCea
holds many patents for stabilized rice bran production technology
and proprietary products derived from SRB.  NutraCea's proprietary
technology enables the creation of food and nutrition products to
be unlocked from rice bran, an underutilized by-product of
standard rice processing.


NUTRACEA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Nutracea, a California corporation
        5090 N. 40th Street, Suite 400
        Phoenix, AZ 85018

Case No.: 09-28817

Chapter 11 Petition Date: November 10, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: S. Cary Forrester, Esq.
                  Forrester & Worth, PLLC
                  3636 North Central Avenue, Suite 700
                  Phoenix, AZ 85012
                  Tel: (602) 271-4250
                  Fax: (602) 271-4300
                  Email: scf@fwlawaz.com

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

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

The petition was signed by Leo G. Gingras, the company's chief
operating officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
AETNA                      Health Insurance       $135,399

Audio Video Resources      Construction           $170,709
Inc.

Brycon, Inc.               Construction           $1,078,451
6150 W. Chandler Blvd
Suite #39
Chandler, AZ 85226

Farmers Rice               Note Payable           $1,920,000
Cooperative
1760 Creekside Oaks Dr
Suite 200
Sacramento, CA 95833

Farmers Rice Milling       Bran Supply            $117,186
Co., Inc.
PO Box 98509
Baton Rouge, LA 70884

Foley & Lardner, LLP       Legal Services         $321,743
35th Floor, One Century
Plaza
2029 Century Park East
Los Angeles, CA 90067

Hadasit Medical and        Research               $100,000
Research
Svc. & Development Ltd.

Halpern Capital            Settlement             $925,000
20900 NE 30th Avenue
Aventura, FL 33180

Henderikus Hoogenkemp      Consulting             $97,208
Grote Leof 36

Herbalscience              Research and           $275,000
Singapore PTE LTD          Development
1Science ParkRd.#01-07
The Capricorn
Singapore Science Park II
Singapore

Louisiana Rice Mill        Bran Supply            $296,199
102 South 13th Street
Mermentau, LA 70556

McDermott, Will & Emery    Patent Attorneys       $98,514

MSS Technologies, Inc.     Software System        $142,490

Navigant Consulting, Inc.  Consulting Fees        $250,971
30 S. Wacker Drive
Suite 3100
Chicago, IL 60606

Osborn Maledon, PA         Legal                  $275,184
Iolta Account
2929 N. Central Ave.
Phoenix, AZ 85012

PHD Technologies, LLC                             $87,539

Sacramento Bag MFG. Co.    Packaging              $118,335

Trea, Inc.                 Construction Work      $155,052

Weintraub Genshlea         Legal                  $385,134
Chediak
Law Corporation
400 Capitol Mall,
11th Floor
Sacramento, CA 95814

Wellington Foods           Food Ingredients       $292,091
3250 E. 29th Street
Long Beach, CA 90806


ORBIT INT'L: Q3 Net Income Up 48.8%; Seeks Waiver From Lender
-------------------------------------------------------------
Orbit International Corp. reported results for the third quarter
and nine-month period ended September 30, 2009.

Third Quarter 2009 vs. Third Quarter 2008

    -- Net sales declined by 1.1% to $6,876,000 compared to
       $6,951,000;

    -- Gross margin was 39.6% compared to 39.4%;

    -- Net income increased 48.8% to $320,000 compared to
       $215,000;

    -- Earnings per diluted share was $.07, compared to $.05 per
       diluted share; and,

    -- Earnings before interest, taxes, depreciation and
       amortization, and stock based compensation (EBITDA, as
       adjusted) was $619,000 ($.14 per diluted share) compared to
       $578,000 ($.12 per diluted share).

Nine Months 2009 vs. Nine Months 2008

   -- Net sales declined by 2.1% to $19,029,000 from $19,434,000;

   -- Gross margin was 39.7% compared to 39.6%;

   -- Net loss was $27,000 or $.01 per share compared to net loss
      of $80,000 or $.02 per share;

   -- EBITDA, as adjusted decreased to $880,000 ($.20 per diluted
      share) compared to $990,000 ($.21 per diluted share); and,

   -- Backlog at September 30, 2009, increased 52% to
      $18.9 million, compared to $12.4 million at June 30, 2009;
      and 33% higher than the $14.2 million of backlog reported at
      September 30, 2008.

Dennis Sunshine, President and Chief Executive Officer stated,
"Third quarter revenues increased 13.7% and 12.6% as compared to
the first and second quarters, respectively.  Net income for the
third quarter of $320,000 nearly offset the net loss incurred
through the first half of the year.  Third quarter results were
positively impacted by the receipt of two key program awards,
which were previously projected for release by our customers no
later than the second quarter of 2009.  The first contract was a
$1.9 million award to our Orbit Instrument Division for Remote
Control Units [RCU's] to support the Common Transponder Program
for U.S. Navy and U.S. Army Identification Friend or Foe field
operations.  The second significant award, received by our
Integrated Combat System subsidiary during the quarter, had an
aggregate value in excess of $4,447,000, supporting the MK 119 and
MK 437 Naval Gun Systems.  ICS had commenced the procurement of
material, and labor resources were allocated to the job beginning
in the second quarter.  As a result, ICS expects to be
substantially complete on eight [8] out of the ten [10] MK 119
cabinets by the end of the year, with the last two remaining
cabinets and the MK 437 cabinets completed and shipped by the
second quarter of 2010.  Since the MK 119 is recorded under the
percentage of completion method, ICS is expected to record strong
operating results in the fourth quarter."

Mr. Sunshine added, "After booking these two significant orders,
and including several prototype awards recently received for new
program opportunities, our backlog at the end of the third quarter
was approximately $19 million.  Based on the dollar value and
delivery requirements for our backlog, we expect a strong 2009
fourth quarter and improved operating results in the first half of
2010 as compared to the first half of 2009.  More importantly due
to the higher backlog, together with the number of new and follow-
on program opportunities, we also believe the Company is well
positioned for increased revenue and profitability for the entire
2010 year.  As evidenced by our current third quarter results, we
continue to focus our efforts on tightly managing costs to further
improve our profitability."

Mr. Sunshine continued, "Separate and apart from our current level
of business, several opportunities that our Electronics and Power
Groups have been supporting, have the potential for significant
follow-on multi-year production program revenue that could
commence in 2010.  As the Company previously announced, as of
October 1st, 2009, our TDL subsidiary successfully completed its
move to a larger 50,000 square foot facility, located in the
Quakertown, PA.  This facility is now set up with expanded
engineering, design, inspection, test and production capabilities
that our prior facility could not handle.  This larger facility
now permits TDL to bring back several manufacturing processes that
were previously outsourced simply due to facility space
constraints.  As a result, TDL should realize significant
manufacturing efficiencies while gaining in-house control of
customer driven production schedule requirements."

Mr. Sunshine noted, "Both our operating segments are experiencing
better than anticipated growth opportunities.  Behlman's COTS
division has had strong year to date results, with several
programs now entering the production phase of the program
requirements.  The strength in its COTS division has more than
offset the weakness in its commercial division in 2009.  In spite
of the continued weakness in the economy, during the third
quarter, Behlman's commercial division recorded its strongest
bookings for the year and strong bookings have carried over into
the current fourth quarter."

Mitchell Binder, Chief Financial Officer, added, "Our financial
condition remains strong.  At September 30, 2009, total current
assets were $21,275,000 versus total current liabilities of
$5,347,000 for a 4.0 to 1 current ratio.  In addition, with
approximately $20 million and $7 million in federal and state net
operating loss carryforwards respectively, we should continue to
shield profits from federal and New York State taxes and enhance
future cash flow."

Mr. Binder continued, "Our cash and cash equivalents and
marketable securities as of September 30, 2009 were approximately
$3.3 million having used approximately $898,000 to repurchase
shares under our $3 million treasury stock repurchase program.
From August 2008 through October 31, 2009, a total of 368,147
common shares have been repurchased at an average price of $2.48
per share.  Finally, our tangible book value at September 30, 2009
was $3.28 per share, increasing from $3.15 at June 30, 2009, and
$3.19 at December 31, 2008."

Binder also stated, "Because of lower than expected profitability
due to customer contract delays, at September 30, 2009, the
Company was not in compliance with two of its financial covenants
with its primary lender.  The Company believes it will obtain a
waiver from its lender, but there can be no assurance that such
waiver will be obtained.  In the event such waiver is not
obtained, all long term debt reflected on the Company's financial
statements would be reclassified to current liabilities."

Mr. Binder concluded, "We will continue to monitor the price of
our stock as compared to the present value of our Company as well
as the significance of several potential growth opportunities.
Consequently, we intend to continue to purchase shares under our
program subject to market conditions and at times when we deem it
appropriate."

Mr. Sunshine concluded, "Our management continues to explore a
number of strategic and financial alternatives that would enhance
shareholder value, including synergistic acquisitions and/or the
potential sale of the Company."

Orbit International Corp. -- http://www.orbitintl.com/-- conducts
its operations through its Orbit Instrument Division and its
wholly owned subsidiaries, Behlman Electronics, Inc.(Behlman) and
Tulip Development Laboratory, Inc. (TDL) and its affiliated
manufacturing company, TDL Manufacturing, Inc. (TDLM) and
Integrated Consulting Services, Inc., d/b/a Integrated Combat
Systems (ICS).  Through its Orbit Instrument Division, which
includes its wholly owned subsidiaries, Orbit Instrument of
California, Inc. and Tulip, the Company is engaged in the design,
manufacture and sale of customized electronic components and
subsystems.  ICS, based in Louisville, Kentucky, performs systems
integration for gun weapons systems and fire control interface, as
well as logistics support and documentation.  Behlman is engaged
in the design and manufacture of distortion free commercial power
units, power conversion devices and electronic devices for
measurement and display.


OSCIENT PHARMACEUTICALS: Plan Exclusivity Extended Until Dec. 10
----------------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts extended Oscient Pharmaceuticals
Corporation, et al.'s exclusive periods to file a Chapter 11 Plan
and to solicit acceptances of that Plan until Dec. 10, 2009, and
Feb. 10, 2010.

Waltham, Massachusetts-based, Oscient Pharmaceuticals Corporation
-- http://www.antararx.com/and http://www.factive.com/--
marketed two FDA-approved products in the United States: ANTARA(R)
(fenofibrate) capsules, a cardiovascular product and FACTIVE(R)
(gemifloxacin mesylate) tablets, a fluoroquinolone antibiotic.
ANTARA is indicated for the adjunct treatment of
hypercholesterolemia (high blood cholesterol) and
hypertriglyceridemia (high triglycerides) in combination with
diet.  FACTIVE is approved for the treatment of acute bacterial
exacerbations of chronic bronchitis and community-acquired
pneumonia of mild to moderate severity.  ANTARA accountsi for over
80% of the Debtors' 2008 revenues.  The Debtors also had a late-
stage antibiotic candidate, Ramoplanin, for the treatment of
Clostridium difficile-associated disease.  As of Dec. 31, 2008,
the Debtors' audited consolidated financial statements reflected
total assets of $174 million and total liabilities of $255
million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.

As reported by th TCR on Sept. 23, 2009, Oscient has obtained
Court approval to sell its cholesterol-lowering drug Antara to
Lupin Ltd. for $38.6 million.  Lupin, an Indian generic drugmaker,
outbid Akrimax Pharmaceuticals LLC at a court-supervised auction.
New Jersey based Akrimax was the lead bidder at the start of the
auction with a $20 million offer and eventually raised its offer
to $35.4 million including a break-up fee and royalty payments.

Oscient earlier won approval from the Bankruptcy Court to sell
commercial rights to antibiotic Factive to Cornerstone
Therapeutics Inc.  Cornerstone agreed to pay $5,000,000 plus an
amount for purchased inventory.


OTTER TAIL: Wants Mackall Crounse as Bankruptcy Counsel
-------------------------------------------------------
Otter Tail AG Enterprises, LLC, has sought the permission of the
U.S. Bankruptcy Court for the District of Minnesota to employ
Mackall, Crounse & Moore, PLC, as Chapter 11 bankruptcy counsel.

Timothy D. Moratzka, a member at MCM, said that the firm will,
among other things:

     (a) analyze the Debtor's financial situation and rendering
         advice and assistance in determining how to proceed,
         which has included advice, negotiation and preparation of
         documents for a Chapter 11 filing;

     (b) assist with the preparation of the filing of the
         petition, exhibits, attachments, schedules, statements,
         and lists, for stay motions, and other documents
         required;

     (c) represent the Debtor at the meeting of creditors and
         negotiating with the creditors and other parties in
         interest; and

     (d) work with the Debtor and other parties to obtain approval
         of a sale process and representing the estate in any
         sale, followed by a liquidating plan and disclosure
         statement.

According to Mr. Moratzka, the Debtor has agreed that MCM will
hold a retainer of $100,000 in trust for application against its
final allowed fees.  The Debtor also advanced into the firm's
trust account $1,039 for payment of the filing fees.

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

                        About Otter Tail

Otter Tail Ag Enterprises, LLC, a Minnesota limited liability
company, was organized with the intention of developing, owning
and operating a 55 million gallon per year capacity dry-mill
ethanol plant near Fergus Falls, Minnesota.  The company was in
the development stage until March 2008, when the company commenced
operations.

The Company filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. D. Minn. Case No. 09-61250).  The
petition listed assets of $66.4 million against $86 million in
debt, nearly all secured.  The largest secured creditor is AgStar
Financial Services, owed $40.9 million.


OTTER TAIL: Taps Fredrikson & Byron as Special Counsel
------------------------------------------------------
Otter Tail AG Enterprises, LLC, has asked for permission from the
U.S. Bankruptcy Court for the District of Minnesota to hire
Fredrikson & Byron, P.A., as special counsel.

Fredrikson & Byron will provide comprehensive legal services
regarding Securities and Exchange Commission issues, including
preparation of reports to the SEC, and preparation of a private
placement memorandum that will be used to attract new investment
in a reorganized debtor.  Fredrikson & Byron will be paid $175 to
$340 per hour for its services.

The Debtor is asking that the Court allow:

     -- Fredrikson & Byron to schedule a hearing for allowance of
        its professional fees and expenses not more than once
        every 90 days.

     -- Fredrikson & Byron to submit monthly requests for payment
        to the Debtor, with copies to the Committee of Unsecured
        Creditors or its counsel and to the Office of the U.S.
        Trustee; and

     -- the Debtor to pay 80% of fees and 100% of costs on a
        monthly basis, subject to later allowance by the Court.

Todd A. Taylor, a partner in Fredrikson & Byron, assures the Court
that the firm doesn't have interests adverse to the interest of
the Debtors' estates or of any class of creditors and equity
security holders.  Mr. Taylor maintains that Fredrikson & Byron is
a "disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

Otter Tail Ag Enterprises, LLC, a Minnesota limited liability
company, was organized with the intention of developing, owning
and operating a 55 million gallon per year capacity dry-mill
ethanol plant near Fergus Falls, Minnesota.  The company was in
the development stage until March 2008, when the company commenced
operations.

The Company filed for Chapter 11 bankruptcy protection on
October 30, 2009 (Bankr. D. Minn. Case No. 09-61250).  The
petition listed assets of $66.4 million against $86 million in
debt, nearly all secured.  The largest secured creditor is AgStar
Financial Services, owed $40.9 million.


PANOLAM INDUSTRIES: Moody's Withdraws 'Ca' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Panolam
Industries International Inc. because the issuer has entered
bankruptcy.

These ratings will be withdrawn:

  -- Corporate family rating at Ca;
  -- Probability of default rating at D;
  -- Sr. Sec. 1st Lien Term Loan due 2012 at Caa3 (LGD2, 27%);
  -- Sr. Sec. 1st Lien Revolver due 2010 at Caa3 (LGD2, 27%);
  -- 10.75% Sr. Sub. Notes due 2013 at C (LGD5, 82%); and
  -- Speculative grade liquidity rating at SGL-4.

Moody's last rating action for Panolam occurred on July 7, 2009
when the company's Probability of Default was downgraded to D from
Ca/LD.

Headquartered in Shelton, Connecticut, Panolam is an integrated
manufacturer of thermally fused melamine panels and high pressure
laminates.


PATRICK HACKETTS: Files for Chapter 11 After Gouverneur Store Shut
------------------------------------------------------------------
Kim Smith Dedam, staff writer at Press Republican, reports that
Patrick Hacketts Hardware Co. filed Chapter 11 bankruptcy, two
days after closing its Gouverneur store under threat of eviction.

According to a company official, the Chapter 11 filing will not
affect operations of the Company's department store in Tupper Lake
and three other stores, Mr. Dedam relates.  Chapter 11 is the most
recent adjustment in the 150-year-old company's tumultuous push to
restructure operations, he adds.

Based in New York, Patrick Hacketts Hardware Co. --
http://www.hackettsonline.com/-- operates department stores.


PHILADELPHIA NEWSPAPERS: Dist. Court Reverses Credit Bidding Order
------------------------------------------------------------------
Philadelphia Newspapers LLC took an appeal to the U.S. District of
the Eastern District of Pennsylvania from the Bankruptcy Court's
ruling that gives secured lenders the right to use the $300
million in debt they are owed as part of their bid to acquire the
Company.

The Company is contemplating to sell its business to a group of
local investors, including Bruce E. Toll, absent higher and better
bids for the assets.  The investor group Philly Papers LLC is
offering $30 million cash plus a combination of payment of certain
expenses and assumption of liabilities that will yield gross
proceeds to the estates of $41 million.

The Debtor opposed a credit bid by lenders owed more than $400
million, saying that it would have a "chilling effect" on
competing bidders.  A credit bid would easily top the offer by Mr.
Toll.

In an opinion entered November 10, 2009, District Judge Eduardo C.
Robreno reversed the October 8 ruling by the Bankruptcy Court.  As
a result, Philadelphia Newspapers can hold an auction where the
secured lenders must bid cash and cannot submit a credit bid if
intends to participate in the auction.

Judge Robreno noted that with respect to 11 U.S.C. Sec.
1129(b)(2)(A), a plan is fair and equitable to secured creditors
if the plan provides (i) the holders of the secured claims will
retain the liens securing their claims, (ii) each holder of a
secured claim will receive cash payments totaling at least the
allowed amount of the claim, of a value of at least the value of
the holder's interest in the estate's interest in the property; or
for the realization of the holders of the indubitable equivalent
of the claims.

Judge Robrero notes that courts have expressly recognized that the
use of the word "or" means that the three alternatives set forth
under Section 1129(b)(2)(A) must be viewed in the disjunctive,
such that the plan must only satisfy the criteria of one of the
three alternatives.

Given the contrasting language of Sec. 1129(b)(2)(A)(i) and Sec.
1129(b)(2)(A)(ii), it appears that Congress intended to provide
three alternative paths to confirmation, one of which, does not
entitle a secured creditor the right to credit bid at a public
auction, Judge Robrero said.  "Therefore, it was error for the
Bankruptcy Court to conclude that the Senior Lenders had a
statutory right to credit bid when a plan of reorganization
pursued under the Indubitable Equivalent Prong does not guarantee
that the Senior Lenders be afforded such a right," Judge Robrero
concluded.

The auction has been scheduled by the Bankruptcy Court for
November 18, 2009.  Deadline for competing bids is November 18,
2009.

A copy of the District Court Opinion is available for free at:

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

                        The Chapter 11 Plan

Philadelphia Newspapers LLC is scheduled to present its Chapter 11
reorganization plan for confirmation at hearings scheduled to
begin December 4, 2009.

Philadelphia Newspapers has already obtained approval of the
disclosure statement explaining the Plan and are now soliciting
votes on the Plan.

The Plan is based upon a sale of all of the Debtors' business to
Bruce E. Toll-led Philly Papers LLC, subject to higher and better
offers.  According to the disclosure statement explaining the
Plan, with the sale of the Debtors' business to Bruce Toll,
holders of secured claims, including $66 million, senior secured
claims, will recover 100 cents on the dollar.  Holders of $350
million prepetition unsecured debt claims will recover less
than 1% of their claims.  Holders of prepetition unsecured trade
claims will recover up to 6%.  The Plan allocates $750,000
liquidating trust in favor of general unsecured trade creditors
and a 3% distribution of equity interests in Philly Papers to
holders of unsecured prepetition claims other than general trade
creditors.

A copy of the Debtors' Disclosure Statement is available for free
at http://bankrupt.com/misc/PhillyNews_DiscStatement.pdf

A copy of the Debtors' Insider Chapter 11 Plan is available for
free at http://bankrupt.com/misc/PhillyNews_Ch11Plan.pdf

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Garden City Group, Inc., serves
as claims and notice agent.  Philadelphia Newspapers listed assets
and debts of $100 million to $500 million in its bankruptcy
petition.


PILGRIM'S PRIDE: To Sell Dalton, Georgia Truck Stop
---------------------------------------------------
According to Bill Rochelle at Bloomberg, Pilgrim's Pride Corp., is
seeking the Bankruptcy Court's approval to sell a former truck
stop in Dalton, Georgia, for $118,000 without holding an auction.
Higher offers are welcome.  A hearing on the sale will be held
Dec. 1.

Pilgrim's Pride is scheduled to present its plan for confirmation
on December 8, 2009.  The deadline for ballots to be received by
the voting agent is December 1, 2009.  Pilgrim's Pride sees
emergence from bankruptcy before the end of December.

Under terms of the joint plan of reorganization, Pilgrim's Pride
has entered into an agreement to sell 64% of the new common stock
of the reorganized Pilgrim's Pride to JBS U.S.A. for $800 million
in cash.

                  Distributions Under Ch. 11 Plan

The Plan, as amended, October 19, 2009, will be financed in part
by the sale of 64% of the stock to JBS for US$800 million, leaving
the remaining 36% of the stock, presumptively worth US$450
million, for existing equity holders.  All creditors will be paid
fully either in cash or through issuance of new debt.

Proceeds from the sale of the new common stock of the reorganized
Pilgrim's Pride to JBS will be used to fund cash distributions to
allowed claims under the plan.  Under the terms of the plan, all
creditors of the Debtors holding allowed claims will be paid in
full.  The Amended Plan also offers to pay priority tax claims
with postpetition interest, if applicable.

All existing Pilgrim's Pride common stock will be cancelled
and existing stockholders will receive the same number of new
common stock shares, representing 36% of the reorganized Pilgrim's
Pride in aggregate.  The plan also calls for an exit facility for
senior secured financing in an aggregate principal amount of at
least US$1.65 billion.

Since the proposed plan of reorganization represents a
"100% plan," with creditors being repaid in full, shareholders
represent the only impaired class and will be the only group
entitled to vote on the plan of reorganization.

The Equity Committee supports the Plan, noting that the Plan
results in an initial recovery to equity holders valued at upwards
of $450 million, with the potential to enjoy further appreciation
of their interests in the Reorganized Debtors (or a successor)
should their businesses continue to prosper.

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

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

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

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

                     About Pilgrim's Pride

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- employs
roughly 41,000 people and operates chicken processing plants and
prepared-foods facilities in 14 states, Puerto Rico and Mexico.
The Company's primary distribution is through retailers and
foodservice distributors.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  Lazard Freres & Co., LLC, is the
Company's investment bankers and William K. Snyder of CRG Partners
Group LLC is chief restructuring officer.  Kurtzman Carson
Consulting LLC serves as claims and notice agent.  Kelly Hart and
Brown Rudnick represent the official equity committee.  Attorneys
at Andrews Kurth LLP represents the official committee of
unsecured creditors.

As of December 27, 2008, the Company had US$3,215,103,000 in total
assets, US$612,682,000 in total current liabilities,
US$225,991,000 in total long-term debt and other liabilities, and
US$2,253,391,000 in liabilities subject to compromise.

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


POLYONE CORPORATION: S&P Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's affirmed PolyOne's ratings (Corporate Family Rating of B1)
and changed its outlook to positive.

The positive outlook reflects the significant improvement (roughly
45%) in operating income generated by its Specialty and
Performance businesses in the past two quarters relative to the
similar six month period in 2008; the significant increase in the
operating income (roughly 35%) from its Specialty businesses in
the third quarter relative to the prior year; and the meaningful
improvement in Funds From Operations (defined as Cash Flow From
Operations less the change in working capital) over the same time
period.  This year will likely be the first time that PolyOne will
generate enough FFO, excluding dividends from SunBelt and its
divested OxyVinyls joint ventures, to cover capital spending.
Moody's currently projects that PolyOne's FFO will be
$70-90 million above capex in 2009, in addition to the roughly
$100 million PolyOne will generate from working capital.
PolyOne's improved performance was generated despite very weak
economic conditions in the US and Europe with volumes down 15-20%
or more in most of its Specialty and Performance businesses in the
past two quarters.

"It appears that PolyOne has turned the corner in regards to the
profitability of its wholly owned operations," stated John Rogers,
Senior Vice President at Moody's "In addition, the cash generated
in 2009 will greatly improve its financial flexibility in managing
a significant debt maturity in 2012."

Despite a Net Debt/EBITDA of roughly 3x in 2006 and 2007,
PolyOne's CFR remained at B1 due to concern about the volatility
in the earnings stream from the company's joint ventures (their
share of OxyVinyls was divested in the third quarter of 2007) and
the weak cash flow generated by its wholly owned operations.  To
the extent that PolyOne can continue to demonstrate improved
margins in its Specialty businesses and maintain Retained Cash
Flow/Net Debt of more than 15% through the first half of 2010,
Moody's could assess the appropriateness of a Ba3 CFR.  An
important consideration in any potential upgrade is management's
commitment to a 2x Net Debt/EBITDA ratio through most of the
cycle, with temporary increases due to acquisitions of no more
than 3x.

The last rating action on PolyOne was on April 7, 2008, when
Moody's assigned a B1 rating to unsecured notes issued by PolyOne.

PolyOne Corporation, headquartered in Avon Lake, Ohio, is a custom
compounder of thermoplastic resins (formulated resin systems that
include additives, colorants, fillers, etc) and formulated systems
(pre-blended additives and color primarily for resins and inks).
PolyOne is also a leading North American distributor of resins;
their distribution segment constitutes roughly 30% of total sales.
The company also owns a 50% share of SunBelt Chlor Alkali
Partnership.  Revenues were $2 billion for the LTM ended
September 30, 2009.


PRIMEDIA INC: Posts $7.6MM Net Loss for 9 Mos. Ended Sept. 30
-------------------------------------------------------------
PRIMEDIA Inc. swung to a net loss of $7,663,000 for the nine
months ended September 30, 2009, from net income of $27,487,000
for the same period a year ago.  The Company posted net income of
$3,739,000 for the three months ended September 30, 2009, from net
income of $11,960,000 for the 2008 quarter.

Total revenue, net, was $196,678,000 for the nine months ended
September 30, 2009, from $230,696,000 for the same period a year
ago.  Total revenue, net, was $63,014,000 for the three months
ended September 30, 2009, from $76,414,000 for the same quarter in
2008.

At September 30, 2009, the Company had $241,089,000 in total
assets against $351,812,000 in total liabilities.  The September
30 balance sheet also showed strained liquidity: The Company had
$48,177,000 in total current assets, including $7,955,000 in cash
and cash equivalents, against $62,539,000 in total current
liabilities.

The Company disclosed it has required debt repayments, including
capital leases, of $3.0 million during the next 12 months.  The
Company believes its liquidity, capital resources and cash flows
from operations are sufficient to fund planned capital
expenditures, working capital requirements, interest and principal
payments on its debt, dividend payments, and other anticipated
expenditures, including obligations that may arise from its
efforts to terminate or modify certain of its RDAs and repayments
of principal under its Term Loan B Facility and purchases of its
common stock, if any, for the foreseeable future.  The Company has
no significant required debt repayments until 2014.

As part of its distribution business, the Company has entered into
contracts with various retail chains, including grocery, drug,
convenience, video, fitness and mass merchandise retailers for
exclusive rights for distribution related to the Company's and
third-party free publications, which the Company refers to as
RDAs.

"During the third quarter, we continued to focus on areas of our
business that we can control in this challenging economic
environment," said Charles Stubbs, president and CEO of PRIMEDIA,
in a press statement.  "Apartment Guide, our largest business, saw
a revenue decline over the quarter as higher national unemployment
rates and lower effective rents led apartment owners to reduce
spending on our premium print products. Yet, despite this
environment, Apartment Guide and Rentals.com again achieved gains
in customer count and expanded markets. This leaves us well
positioned for an eventual turn in the economy. The ongoing
weakness in residential real estate sales continued to adversely
impact our New Homes and DistribuTech businesses, which
contributed to a decline in total revenue.

"We continued to implement permanent reductions in our cost
structure and make significant strides in improving the efficiency
and effectiveness of our organization. As of the end of the
quarter, we achieved a $20 million operating expense reduction
from our 2008 operating expense base, and we are now expecting to
see at least $25 million in reductions for the full year. Our cost
reductions have been part of a permanent streamlining of our
organization that is enabling us to aggressively evolve with a
changing media landscape by building upon our historical position
as the leading print solution for consumers and our advertisers to
become the leading online and mobile vertical search network of
websites in our space.

"We made significant progress toward this goal in the third
quarter as we expanded content, gained consumer traffic -- ranking
#2 among all apartment vertical search websites for each of July,
August and September* -- and produced millions of quality leads
for our advertisers. The total number of leads we produced for our
advertisers has grown year over year, and two-thirds of our leads
are now generated through our websites and mobile applications.

"PRIMEDIA has a strong financial foundation, and we remain
committed to managing our businesses with focused discipline,
while investing in innovative growth opportunities to enhance
long-term shareholder value," added Mr. Stubbs.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?492c

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?492d

                        About PRIMEDIA Inc.

Based in Atlanta, Georgia, PRIMEDIA Inc. (NYSE: PRM) --
http://www.primedia.com/-- generates quality leads for advertiser
clients through publishing and distributing print and online
guides, primarily for the apartment and other residential rental
property sectors of the residential real estate industry.  The
Company's print and online guides are provided free of charge to
end users.  It distributes print guides through its proprietary
distribution network, DistribuTech.  PRIMEDIA's principal digital
assets are the Web sites associated with its print publications
and Internet-only offerings, including ApartmentGuide.com,
Rentals.com, RentalHouses.com, NewHomeGuide.com and
AmericanHomeGuide.com.


PSS WORLD: S&P Raises Corporate Credit Rating to 'BB+'
------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its ratings
on PSS World Medical Inc., including its corporate credit rating,
to 'BB+' from 'BB'.  S&P also removed PSS from CreditWatch with
positive implications, where it had been placed on Oct. 13, 2009.
The outlook is stable.

"The upgrade reflects S&P's belief that PSS will continue to
offset the potential effect of the rising population of uninsured
patients through operating efficiencies, new customers, and
expanded relationships with existing customers while maintaining
its improved financial position," said Standard & Poor's credit
analyst Jesse Juliano.  "Thus far in fiscal 2010, PSS has
performed well from both a business and financial risk
perspective, despite the weak economy.  S&P believes PSS will
sustain its solid operating performance while maintaining its
intermediate financial risk profile," he continued.

The rating on Jacksonville, Fla.-based PSS reflects the company's
narrow operating focus as a niche distributor of medical products
to alternate-site health care providers and the potential negative
effect of the weak economy on PSS's customers.  These concerns are
partially offset by the company's leading position in its niche
markets, significant supplier and client diversity, and
intermediate financial risk profile.

Although S&P believes PSS has established a solid niche position,
the company is narrowly focused in a competitive industry, which
is reflected in PSS's fair business risk profile.  S&P has
concerns about the credit risks in the company's customer base,
including the potential for reduced reimbursement beyond 2009 for
physician practices and elder care businesses, cost pressures, and
growth of the uninsured population.  These pressures could lead to
higher bad debt for PSS or customer bankruptcies.

However, PSS has effectively managed through the weak economy and
is willing to walk away from unprofitable business.  The company
has reduced receivables relative to sales in its elder care
business during the past few years while reducing bad-debt charge-
offs.  At the same time, surgery centers, hospice facilities, and
in-home care providers have provided opportunities for sales
growth.  PSS's customer and supplier diversity provides insulation
from customer losses and supply price inflation.

Because of its low operating margins (which are typical for a
distribution company), cost controls are particularly important
for PSS.  The company is vulnerable to general cost inflation and
rising fuel costs but has proven its ability to manage these
expenses appropriately.  In fact, PSS's margins have expanded
despite the dramatic rise in fuel costs in recent years, partly
because of the growth of its more-profitable private-label
business.

S&P believes the company's liquidity is adequate.  PSS is expected
to generate about $100 million in operating cash flow annually.
This would easily cover annual capital spending of about
$30 million.  At Oct. 2, 2009, cash totaled $130 million, and only
about $50 million had been drawn under its $200 million senior
secured revolving credit facility.  The company has no significant
near-term debt maturities.

The outlook is stable.  S&P believes PSS will continue to operate
with an intermediate financial risk profile to mitigate the weak
economy.  Margins could be supported by a shift to more profitable
private-label products, a leveraging of revenue growth, or
increased operating efficiencies.

S&P could lower the rating if S&P believes total adjusted debt
will exceed 3x and FFO to total adjusted debt will fall below 30%
for an extended period.  S&P believes this could be caused by an
unlikely 5% drop in revenue and a gross margin decline of more
than 100 basis points, or through a significant debt-financed
acquisition.

S&P could raise the rating if the company operates for an extended
period under a modest financial risk profile, roughly defined as
adjusted debt to EBITDA of 1.5x to 2x and FFO to adjusted debt of
45% to 60%, but S&P believes this is unlikely in the near term.


QUARRY POND: Sec. 341 Meeting Set for December 1
------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Quarry
Pond, LLC's creditors on December 1, 2009, at 1:00 p.m. at the San
Francisco U.S. Trustee Office.

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

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

Quarry Pond, LLC -- dba Quarry Ponds Town Center and One Ripe
Tomato -- filed for Chapter 11 bankruptcy protection on
November 3, 2009 (Bankr. N.D. Calif. Case No. 09-33426).  Ruth
Elin Auerbach, Esq., at Law Offices of Ruth Elin Auerbach 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.


RATHGIBSON INC: Wants Plan Filing Extended Until February 23
------------------------------------------------------------
RathGibson Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend its exclusive periods
to file a Chapter 11 Plan and to solicit acceptances of that Plan
until Feb. 23, 2010, and April 28, 2010.

The Debtors initial exclusive filing period expired on Nov. 10,
2009, and its initial exclusive solicitation period expires on
Jan. 11, 2009.

The Debtors propose a hearing on the motion on Dec. 10, 2009, at
1:00 p.m. (E.T.).  Objections, if any, are due on Nov. 30, 2009,
at 4:00 p. (E.T.)

Based in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/
and http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  Garden City Group is claims and notice agent.  The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


RATHGIBSON INC: To Modify Plan for Better Tax Treatment
-------------------------------------------------------
According to Bill Rochelle at Bloomberg, RathGibson Inc. is
revising its Chapter 11 plan.  RathGibson says it needs to add two
affiliates to the Chapter 11 case and revise the plan to achieve a
"more tax efficient restructuring," Bloomberg's Bill Rochelle
reported.

RathGibson has already obtained approval of the disclosure
statement to the Chapter 11 plan.  The Plan had been scheduled for
a confirmation hearing on October 16 but was called off pending
the revisions.

Under the terms of the original Plan, however of secured claims
aggregating $53.5 million will recover 100% of their claims.
Holders of senior notes owed a total of $209.2 million will
receive new common stock for a 7% recovery.  Holders of Allowed
general unsecured claims will receive payment in full in cash.

Meanwhile, the Company is asking the bankruptcy judge for an
extension of the exclusive right to propose a plan until Feb. 23.
A hearing on the extension is scheduled for Dec. 10.

                       About RathGibson Inc.

Based in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/and
http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  Garden City Group is claims and notice agent.  The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


RED HAT: S&P Raises Corporate Credit Rating to 'BB+'
----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Raleigh, North Carolina-based software company Red Hat
Inc. to 'BB+' from 'BB'.  The rating outlook is stable.

"The rating upgrade reflects Red Hat's strong base of recurring
revenues, consistent earnings growth, and considerable debt
capacity at the existing rating level," explained Standard &
Poor's credit analyst Molly Toll-Reed.

The 'BB+' rating is based on the company's relatively narrow
business profile, highly competitive industry conditions, and
rapid technology evolution.  S&P believes that barriers to entry
provided by the large number of independent software and hardware
vendors that certify their products to work with Red Hat partially
offset these concerns, as do liquidity, balance sheet strength,
and cash flow that are good for the 'BB+' rating.

Red Hat provides open-source operating and middleware software and
related services predominantly to large enterprise customers.  The
company sells subscriptions for its operating and middleware
products, entitling the customer to support, software updates, and
upgrades.  Red Hat supplements its software business with training
and consulting services, and it has a small presence in the
desktop and embedded operating systems markets.  The company works
with a global open-source community of software developers, which
it uses to reduce the cost and development time of its software.

The growth of Red Hat's subscriptions should continue to benefit
from expected growth in Linux's share of the total operating
systems market and growth in middleware subscriptions.  However,
S&P expects economic uncertainty and reduced levels of IT spending
to suppress near-term revenue growth.  In addition, Red Hat faces
competition from established proprietary operating systems such as
Unix and Windows, and from other Linux distributors.

Annualized revenues exceeded $700 million in the August 2009
quarter.  S&P expects Red Hat to maintain adjusted annual EBITDA
margins in the mid-20% range, benefitting from improving operating
scale.  In addition, the company's deferred revenue base lends
substantial predictability to reported revenue levels over the
near term.

Following the January 2009 redemption of its debentures, Red Hat
has no funded debt outstanding.  However, S&P believes that the
company will continue to be acquisitive, and that larger
acquisitions could incorporate debt financing.  The current rating
level and outlook incorporate the expectation that adjusted total
debt to EBITDA will not exceed 3x on a peak basis, and will remain
below 2x over the intermediate term.


RENOVA ENERGY: Contractors Wants Tax Bill Deferred Until Next Year
------------------------------------------------------------------
Times News writer Laurie Welch reports that a group of contractors
asked the commissioners of Minidoka County to defer Renova Energy
LLC's tax bill until January 2011.

According to the report, doing so would facilitate their plan to
borrow $1 million to move Renova's assets out of bankruptcy and
into a trust so the partially constructed plant can be sold.

Ms. Welch relates that the contractors must first pay $1.5 million
in administrative costs for the bankruptcy -- $500,000 more than
the subcontractors can borrow -- in order for the groups to move
the assets to the trust.  The amount could be offset and the plan
could move forward if the county's $359,123 tax bill is deferred
until January 2011, she notes.

Renova Energy LLC operates an ethanol plant.  The company filed
for Chapter 11 bankruptcy in June 2008 in a Wyoming U.S.
Bankruptcy Court.


RENT-A-CENTER INC: S&P Affirms 'BB' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed all its ratings on
Rent-A-Center Inc., including the 'BB' corporate credit rating.
The outlook is stable.

The recovery rating on the proposed amended and extended senior
secured bank loan ratings is '2', indicating that lenders could
expect substantial (70%-90%) recovery in the event of a payment
default or bankruptcy.  The bank loan ratings are based on
proposed terms, which include extended term loan amortization,
maturity date extensions, and interest rate increases for
extending lenders.  Total debt at Sept. 30, 2009, was about
$659 million.

"The ratings on Rent-A-Center reflect the low-income profile of
its customer base which is disproportionately vulnerable to poor
economic conditions (including high unemployment and inflation),
the ongoing threat of regulatory and litigation risk in both the
politically unpopular "payday" lending and core rent-to-own (RTO)
business, and the risk of continued merchandise deflation
primarily with respect to high-definition TVs," said Standard &
Poor's credit analyst Jerry Phelan.  The company's strong market
position in a fragmented industry, expanded customer base
resulting from reduced consumer credit availability, and improved
credit measures partially offset these concerns.

The outlook revision to stable from positive reflects S&P's
reassessment of the probability of a ratings upgrade over the near
term, and not any recent substantial unfavorable developments with
respect to potential future RTO industry regulation under the
proposed Consumer Financial Protection Agency Act of 2009 (CFPA).
The reassessment reflects uncertainty surrounding whether the CFPA
will be passed, what industries (including RTO) may be regulated
by the act, and the impact of any such regulation.  If S&P had
greater assurance that Rent-A-Center would not be substantially
negatively impacted by CFPA regulation, S&P would give
consideration to a ratings upgrade.


REVLON INC: Lenders Permit RCPC Unit to Conduct Refinancing
-----------------------------------------------------------
Revlon, Inc.'s wholly owned operating subsidiary, Revlon Consumer
Products Corporation, has received all of the required lender
consents to the amendments to its bank term loan credit agreement
and bank revolver credit agreement.  The Amendments permit RCPC to
conduct certain refinancing transactions on a variety of terms and
conditions, including terms that would permit RCPC to seek to
refinance its 9-1/2% Senior Notes due April 2011 on a secured
basis.

On Monday, RCPC said it intends to offer $330 million aggregate
principal amount of senior secured notes due 2015, subject to
market and other customary conditions.

It is expected that the notes will be guaranteed by Revlon, Inc.
and RCPC's domestic subsidiaries, which also currently guarantee
RCPC's bank term loan agreement and bank revolver agreement, and
that the notes and the related guarantees will be secured, subject
to certain exceptions, by liens on the same collateral that
secures RCPC's bank term loan agreement on a second priority basis
and liens on the same collateral that currently secures RCPC's
bank revolver agreement on a third-priority basis, subject to
certain exceptions.

RCPC intends to use the net proceeds from the offering, together
with other cash, to: (i) pay the total tender offer consideration
in connection with RCPC's cash tender offer to purchase any and
all of the $340.5 million outstanding aggregate principal amount
of its 9-1/2% Senior Notes due April 2011; and (ii) pay the
applicable premium and accrued interest, along with related fees
and expenses, on any 9-1/2% Senior Notes that may be subsequently
redeemed by RCPC following the tender offer.

The notes and the related guarantees will be offered only to
qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended, and outside the United States
in compliance with Regulation S under the Securities Act.  The
notes and the related guarantees will not be registered under the
Securities Act, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

                           About Revlon

Based in New York, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and beauty care products company.  The Company's vision is to
provide glamour, excitement and innovation to consumers through
high-quality products at affordable prices. Websites featuring
current product and promotional information can be reached at
http://www.revlon.com/ http://www.almay.com/and
http://www.mitchumman.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), ColorSilk(R), Mitchum (R),
Charlie (R), Gatineau(R) and Ultima II (R).

At September 30, 2009, Revlon had $802.0 million in total assets
against total current liabilities of $315.2 million, long-term
debt of $1.147 billion, long-term debt - affiliates of
$107.0 million, long-term pension and other post-retirement plan
liabilities of $209.3 million, other long-term liabilities of
$66.1 million, resulting in $1.04 billion in stockholders'
deficiency.  At September 30, 2009, the Company had a liquidity
position of $173.2 million, consisting of cash and cash
equivalents (net of any outstanding checks) of $59.7 million, as
well as $113.5 million in available borrowings under the 2006
Revolving Credit Facility.


REVLON INC: Unit Commences Tender Offer for 9-1/2% Senior Notes
---------------------------------------------------------------
Revlon, Inc.'s wholly owned operating subsidiary, Revlon Consumer
Products Corporation, has commenced a cash tender offer to
purchase any and all of its 9-1/2% Senior Notes due April 2011.

The Tender Offer is described in an offer to purchase, dated
November 6, 2009 and related letter of transmittal.  RCPC
currently intends to redeem Notes not purchased in the Tender
Offer.  The Tender Offer is conditioned on, among other things,
RCPC obtaining financing proceeds of at least $330 million to be
used, together with other cash, to pay the Tender Offer
Consideration.

The aggregate principal amount of Notes outstanding is
$340,550,000.  The tender offer consideration is $1,023.75 and the
tender offer premium is $5.00, for a total consideration of
$1,028.75.

The Tender Offer will expire at 11:59 p.m., New York City time, on
December 7, 2009, or any other date and time to which RCPC may
extend the Tender Offer, unless earlier terminated.

Notes validly tendered in the Tender Offer at or prior to 5:00
p.m., New York City time, on November 20, 2009 and accepted for
purchase will receive the total consideration.  Notes validly
tendered in the Tender Offer after November 20, 2009, but before
the Expiration Date and accepted for purchase will receive the
Tender Offer Consideration, but not the Early Tender Premium.  In
addition, all Notes validly tendered in the Tender Offer on or
prior the Expiration Date and accepted for purchase will receive
accrued and unpaid interest from the last interest payment date
to, but not including, the payment date.

Payment for Notes that are validly tendered in the Tender Offer at
or prior to November 20, 2009 and accepted for purchase will be
made promptly after November 20, 2009.  Payment for Notes that are
validly tendered in the Tender Offer after November 20, 2009 and
at or prior to the Expiration Date and accepted for purchase will
be made promptly after the Expiration Date.  No tenders of the
Notes will be valid if submitted after the Expiration Date.
Tenders of the Notes may be withdrawn from the Tender Offer at any
time at or prior to, but not after, 5:00 p.m., New York City time,
on November 20, 2009.

Citigroup Global Markets Inc. is the sole dealer manager of the
Tender Offer. U.S. Bank National Association has been retained to
serve as the depositary and information agent. Persons with
questions regarding the Tender Offer should contact Citigroup
Global Markets Inc. at (toll-free) (800) 558-3745 or (toll) (212)
723-6106. Requests for copies of the Offering Materials and other
related materials should be directed to U.S. Bank National
Association at (toll-free) (800) 934-6802.

None of RCPC or its affiliates, its board of directors, the dealer
manager, the depositary and information agent or the trustee for
the Notes makes any recommendation as to whether holders of the
Notes should tender or refrain from tendering the Notes in the
Tender Offer.

                           About Revlon

Based in New York, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and beauty care products company.  The Company's vision is to
provide glamour, excitement and innovation to consumers through
high-quality products at affordable prices. Websites featuring
current product and promotional information can be reached at
http://www.revlon.com/ http://www.almay.com/and
http://www.mitchumman.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), ColorSilk(R), Mitchum (R),
Charlie (R), Gatineau(R) and Ultima II (R).

At September 30, 2009, Revlon had $802.0 million in total assets
against total current liabilities of $315.2 million, long-term
debt of $1.147 billion, long-term debt - affiliates of
$107.0 million, long-term pension and other post-retirement plan
liabilities of $209.3 million, other long-term liabilities of
$66.1 million, resulting in $1.04 billion in stockholders'
deficiency.  At September 30, 2009, the Company had a liquidity
position of $173.2 million, consisting of cash and cash
equivalents (net of any outstanding checks) of $59.7 million, as
well as $113.5 million in available borrowings under the 2006
Revolving Credit Facility.


REVLON INC: FMR LLC Unloads Equity Stake
----------------------------------------
FMR LLC disclosed in a regulatory filing that it no longer holds
shares of Revlon Inc. common stock.

"Inasmuch as [FMR is] no longer the beneficial owners of more than
five percent of the number of shares outstanding, [FMR has] no
further reporting obligation under Section 13(d) of the Securities
and Exchange Commission thereunder, and [FMR has] no obligation to
amend this Statement if any material change occurs in the facts
set forth herein," the filing said.

No other details were provided.

Based in New York, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and beauty care products company.  The Company's vision is to
provide glamour, excitement and innovation to consumers through
high-quality products at affordable prices. Websites featuring
current product and promotional information can be reached at
http://www.revlon.com/ http://www.almay.com/and
http://www.mitchumman.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), ColorSilk(R), Mitchum (R),
Charlie (R), Gatineau(R) and Ultima II (R).

At September 30, 2009, Revlon had $802.0 million in total assets
against total current liabilities of $315.2 million, long-term
debt of $1.147 billion, long-term debt - affiliates of
$107.0 million, long-term pension and other post-retirement plan
liabilities of $209.3 million, other long-term liabilities of
$66.1 million, resulting in $1.04 billion in stockholders'
deficiency.  At September 30, 2009, the Company had a liquidity
position of $173.2 million, consisting of cash and cash
equivalents (net of any outstanding checks) of $59.7 million, as
well as $113.5 million in available borrowings under the 2006
Revolving Credit Facility.


RIVIERA HOLDINGS: Continues Lender Talks; Warns of Bankruptcy
-------------------------------------------------------------
Riviera Holdings Corporation discloses in a regulatory filing that
with the aid of its financial advisors and outside counsel, it is
continuing to negotiate with its various creditor constituencies
to refinance or restructure its debt.

The Company is currently in default on its credit facility with
Wachovia Bank, National Association, as of September 30, 2009.
As a result, there is substantial doubt about the Company's
ability to continue as a going concern.

"We cannot assure you that we will be successful in completing a
refinancing or consensual out-of-court restructuring, if
necessary.  If we were unable to do so, we would likely be
compelled to seek protection under Chapter 11 of the U. S.
Bankruptcy Code," the Company said.

On June 8, 2007, RHC and its restricted subsidiaries entered into
a $245 million Credit Agreement with Wachovia Bank, National
Association, as administrative agent.  On June 29, 2007, in
conjunction with the Credit Facility, the Company entered into an
interest rate swap agreement with Wachovia as the counterparty
that became effective June 29, 2007.

On March 25, 2009, the Company engaged XRoads Solution Group LLC
as financial advisor.  Based on an extensive analysis of its
current and projected liquidity, and with the financial advisor's
input, the Company determined it was in the best interests of the
Company to not pay the Wachovia Credit Facility and Swap Agreement
accrued interest of $13.9 million for the nine months ended
September 30, 2009.  Consequently, the Company elected not to make
these payments.  The Company's failure to pay interest due on any
loan within the Credit Facility within a three-day grace period
from the due date was an event of default under the Credit
Facility.

As a result of these events of default, the Company's lenders have
the right to seek to charge additional default interest on the
Company's outstanding principal and interest under the Credit
Agreement, and automatically charge additional default interest on
any overdue amounts under the Swap Agreement.  These default rates
are in addition to the interest rates that would otherwise be
applicable under the Credit Agreement and Swap Agreement.  The
Company has incurred approximately $3 million in default interest
related to the Credit Facility and Swap Agreement for the nine
months ended September 30, 2009.

As of September 30, 2009, the amount outstanding under the Swap
Agreement was $22.1 million.

Riviera Holdings posted a net loss of $4,673,000 for the three
months ended September 30, 2009, from a net loss of $3,464,000 for
the same period a year ago.  The Company posted a net loss of
$19,213,000 for the nine months ended September 30, 2009, from net
income of $826,000 for the same period a year ago.

Net revenues were $34,632,000 for the three months ended September
30, 2009, from $40,208,000 for the same period a year ago.  Net
revenues were $103,931,000 for the nine months ended September 30,
2009, from $133,785,000.

As of September 30, 2009, the Company had $203,361,000 in total
assets against $280,942,000 in total liabilities, resulting in
$77,581,000 in stockholders' deficiency.

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?4935

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Strip in Las Vegas, Nevada, and the Riviera
Black Hawk Casino in Black Hawk, Colorado.


ROLF PAPKE: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Rolf M. Papke
        332 Mantoloking Rd
        Brick, NJ 08723-5719

Bankruptcy Case No.: 09-40269

Chapter 11 Petition Date: November 10, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Email: tneumann@bnfsbankruptcy.com

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

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

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

             http://bankrupt.com/misc/njb09-40269.pdf

The petition was signed by Mr. Papke.


ROTHSTEIN ROSENFELDT: Creditors Send Firm to Bankruptcy
-------------------------------------------------------
Creditors of Florida law firm Rothstein Rosenfeldt Adler PA have
signed a petition to send the law firm to bankruptcy, Bloomberg
News reported.

The petitioners include Bonnie Barnett, who says she lost $500,000
in legal settlement investments; Aran Development, Inc., which
said it lost $345,000 in investments; and trade creditor Universal
Legal, identified as a recruitment firm, which said it is owed
$7,800.  The creditors say they are owed money invested in lawsuit
settlements.

According to Bloomberg Rothstein Rosenfeldt's co-founder Scott
Rothstein has been suspected of running a multimillion-dollar
Ponzi scheme.  U.S. authorities claimed in a civil forfeiture
lawsuit filed Nov. 9 that Mr. Rothstein, the firm's former chief
executive officer, sold investments in non-existent legal
settlements.  Mr. Rothstein hasn't been charged criminally by U.S.
authorities, who continue to investigate the case.

Rothstein Rosenfeldt on Nov. 2 sued Mr. Rothstein and asked a
judge to dissolve the firm. The next day the judge appointed a
receiver to take over the firm's finances.

The firm should be dissolved in bankruptcy court and a trustee
should be appointed, the creditors said in the petition, filed in
federal bankruptcy court in Fort Lauderdale, Florida.

The bankruptcy case is In re Rothstein Rosenfeldt Adler PA,
U.S. Bankruptcy Court, Southern District of Florida (Fort
Lauderdale).


RURAL/METRO OPERATING: Moody's Affirms 'Ba3' Rating on Loans
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Rural/Metro
Operating Company, LLC, a wholly-owned subsidiary of Rural/Metro
Corporation following several changes to the proposed refinancing
transaction.  Specifically, Moody's affirmed the (P) Ba3 on the
proposed $180 million term loan (upsized from $150 million) and
$40 million revolver; the Caa1 rating on the 12.75% Senior
Discount Notes; and the B2 Corporate Family Rating and B2
Probability of Default Rating.  The outlook remains positive.

The ratings on the 9.875% Senior Subordinated Notes remain under
review for possible downgrade.  However, Moody's anticipate that
if substantially all of the Sub Notes are tendered for, Moody's
would confirm and withdraw the B2 rating.  If the refinancing
transactions close as now proposed, Moody's would remove the (P)
designation from the Ba3 rating on the proposed credit facility
and Moody's would also withdraw the ratings on the existing senior
secured credit facility.  LGD point estimates are subject to
change and all ratings are subject to review of final
documentation.

Ratings Affirmed/LGD point estimates revised:

Rural/Metro Operating Company, LLC

  -- Proposed $40 million revolving credit facility due 2013 to
     (P) Ba3, (LGD3, 30%) from (P) Ba3, (LGD2, 24%)

  -- Proposed $180 million senior secured Term Loan due 2014 to
     (P) Ba3, (LGD3, 30%) from (P) Ba3, (LGD2, 24%)

  -- Existing $20 million senior secured revolving credit facility
     due 2010, Ba2 (LGD1, 9%)

  -- Existing $45 million senior secured letter of credit facility
     due 2011, Ba2 (LGD1, 9%)

  -- Existing $56 million senior secured Term Loan B due 2011,Ba2
     (LGD1, 9%)

The ratings on the 9.875% senior subordinated notes due 2015
remain under review for possible downgrade

Rural/Metro Corporation

  -- 12.75% senior discount notes due 2016, Caa1 (LGD5, 88%)
  -- Corporate Family Rating, B2
  -- Probability of Default Rating, B2

The outlook is positive.

The last rating action was on October 21, 2009, when Moody's rated
a proposed refinancing transaction and changed the outlook to
positive.

Rural Metro provides emergency and non-emergency medical
transportation, fire protection, airport fire and rescue and home
healthcare services in 22 states and approximately 400 communities
within the United States.  The services are provided under
contract with government entities, hospitals, healthcare
facilities and other healthcare organizations.  Net revenue for
the twelve months ended September 30, 2009, was approximately
$507 million.


RURAL/METRO CORP: S&P Updates CreditWatch Listing on Refinancing
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has updated its
CreditWatch listing on Rural/Metro Corp. and its subsidiary,
Rural/Metro LLC.  The Oct. 20, 2009, CreditWatch listing was
prompted by the plans of Rural/Metro Corp. to refinance its credit
facility due 2011, including its revolver due 2010, and to launch
a tender offer for its 9.875% senior subordinated notes due 2015.
The refinancing will extend the maturity of the credit facility
and give the company the ability to continue to use its free cash
flow to prepay debt.  Since 2005, the company has used $64 million
of internally generated funds to reduce its senior secured debt.
Additionally, a successful tender offer for the senior
subordinated notes, would reduce the complexity of the capital
structure by effectively eliminating the restricted payments
basket provision of the Holdco debt that applied only to the
senior subordinated notes.  Moreover, the refinancing of the high-
cost senior subordinated notes reduces the company's annual cash
interest expense.

"If the proposed refinancing and tender offer are successful, S&P
expects the corporate credit rating to be upgraded to 'B+' from
'B'," said Standard & Poor's credit analyst Rivka Gertzulin.  S&P
expects the rating outlook to be stable.  Additionally, because
senior subordinated notes due 2015 will be removed from the
capital structure, the recovery rating on the Holdco senior
discount notes due 2016 would be revised to '5' from '6',
indicating the expectation for a modest (10%-30%) recovery.  The
issue rating on those notes would be revised to 'B' (one notch
lower than the expected corporate credit rating).


SANDRA ANN READ: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sandra Ann Read
        319 Midway Island
        Clearwater, Fl 33767

Bankruptcy Case No.: 09-25809

Chapter 11 Petition Date: November 10, 2009

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

Debtor's Counsel: Herbert R. Donica, Esq.
                  Donica Law Firm PA
                  106 S Tampania Avenue #250
                  Tampa, FL 33609
                  Tel: (813) 878-9790
                  Fax: (813) 878-9746
                  Email: ecf-hrd@donicalaw.com

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

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

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

            http://bankrupt.com/misc/flmb09-25809.pdf

The petition was signed by Ms. Read.


SCOTT ROTHSTEIN: Has Involuntary Bankr. Petition from Investors
---------------------------------------------------------------
Amy Sherman and Jay Weaver at Miami Herald report that three
investors -- including Universal Legal, Bonnie Barnett and Aran
Development -- made an involuntary filing under Chapter 11 against
Rothstein Rosenfeldt Adler for alleged Ponzi scheme.

The report, citing court documents, says the firm owes $7,800 to
Universal Legal; $350,000, Aran Development; and $500,000, Mr.
Barnett.  Jeffrey Sonn represents the three investors.

The investors are asking the court to appoint a Chapter 11 trustee
to investigate the firm's alleged Ponzi scheme and to help
investors reclaim losses, the report relates.

Rothstein Rosenfeldt Adler -- http://www.rra-law.com/-- operates
a law firm.


SEA LAUNCH: Intelsat Discloses Paying $100 Million Under Contract
-----------------------------------------------------------------
Intelsat, Ltd., disclosed it has made approximately $100 million
of payments under its contracts and options with Sea Launch
Company L.L.C. for the launch of three satellites.  In August
2009, Intelsat obtained approval from the bankruptcy court to make
payments directly to Space International Services for the two
launches provided by Space International Services.  As of
September 30, 2009, Intelsat had approximately $43 million
outstanding of payments made to Sea Launch relating to satellite
launches that Sea Launch is still required to provide the Company.

Intelsat contracted Sea Launch for the future launch of three
satellites, one through Sea Launch and two through Space
International Services.  The Company has options for the launch of
four additional satellites through Sea Launch.

"While Sea Launch is continuing to operate as a debtor-in-
possession, and while we may receive full or partial credit for
prior payments relating to the launches, there can be no assurance
that Sea Launch will honor its contractual obligations to us, or
do so without charging us significant additional amounts beyond
what is provided for in our current agreements.  In addition,
should we try to procure alternative launch services for the
satellites involved, there can be no assurance that we will not
incur significant delays and significant additional expenses as a
result," Intelsat said.

                         About Sea Launch

Sea Launch Co. is a satellite-launch services provider that offers
commercial space launch capabilities from the Baikonur Space
Center in Kazakhstan.  Its owners include Boeing Co., RSC Energia,
and Aker ASA.

Sea Launch Company, L.L.C., filed for Chapter 11 on June 22, 2009
(Bankr. D. Del. Case No. 09-12153).  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, serve as the Debtor's counsel.  At the
time of the filing, the Company said its assets range from
$100 million to $500 million and debts are at least $1 billion.

                          About Intelsat

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- provides fixed satellite services
worldwide.  Intelsat provides service on a global fleet of 51
satellites and seven owned teleports and terrestrial facilities.
Intelsat supplies video, data and voice connectivity in roughly
200 countries and territories for roughly 1,800 customers, many of
which Intelsat has had relationships with for over 30 years.
Intelsat has one of the largest, most flexible and one of the most
reliable satellite fleets in the world, which covers over 99% of
the world's population.

Intelsat had $17,052,043,000 in total assets against total current
liabilities of $659,614,000, long-term debt, net of current
portion of $15,087,524,000, deferred satellite performance
incentives, net of current portion of $115,607,000, deferred
revenue, net of current portion of $226,198,000, deferred income
taxes of $531,913,000, accrued retirement benefits of
$238,385,000, other long-term liabilities of $343,554,000 and
noncontrolling interest of $7,058,000, resulting in stockholders'
deficit of $157,810,000.


SERVICIOS CORPORATIVOS: Solicits Consents From Senior Noteholders
-----------------------------------------------------------------
Servicios Corporativos Javer, S.A.P.I. de C.V. solicited consents,
upon the terms and subject to the conditions set forth in the
Consent Solicitation Statement dated October 28, 2009 and in the
related Consent Letter, to a waiver of the change of control
provisions of and amendment to the Indenture, dated as of
August 4, 2009, among the Company, The Bank of New York Mellon, as
Trustee, and the Subsidiary Guarantors party thereto, pursuant to
which the 13.0% Senior Notes due 2014 (CUSIP Nos. 81763TAA1,
81763TAB9 and P8585LAA0) (ISIN Nos. US81763TAA16, US81763TAB98 and
USP8585LAA00) were issued.

As of 5:00 p.m., New York City time, on November 9, 2009, valid
consents from holders of a majority in aggregate principal amount
of the outstanding Notes had been received and not withdrawn.
Since the Consent Time has occurred, holders may not revoke their
consents.  The Consent Solicitation will expire at 5:00 p.m., New
York City time, on November 10, 2009.

On November 9, 2009, the Company, the Guarantors and the Trustee
executed a supplemental indenture to effect the Waiver and
Amendment.  However, on the terms and subject to the conditions of
the Consent Solicitation, the Waiver and Amendment will not become
operative until the Company pays the Consent Payment and delivers
an officers' certificate to the Trustee certifying such payment
has been made.

The Company launched the Consent Solicitation in connection with
the intended sale of the Company's Series "A" and Series "B"
shares representing 60% of the capital stock of the Company.  On
October 24, 2009, the Company, Proyectos del Noreste, S.A. de
C.V., which beneficially owns 99.99% of the Company's capital
stock, and Mr. Salomon Marcuschamer Stavchansky, who owns 99.9% of
the capital stock of the Parent Company, entered into a Stock
Purchase Agreement with Southern Cross Latin America Private
Equity Fund III, L.P., Gestora Metevco Holding Limitada y Compania
en Comandita por Acciones, Degomex Holding, L.P., Evercore Mexico
Capital Partners II, L.P. and ARVX Capital, S.A. de C.V. and other
parties thereto in connection with the sale of the Shares.  Each
of the Purchasers may appoint investment vehicles as designees to
purchase their portion of the Shares.  Upon consummation of the
Stock Purchase, it is anticipated that the Purchasers, and/or
their designees, will own capital stock representing 60% of the
Voting Stock (as defined in the Indenture) of the Company.  The
closing of the Stock Purchase is conditioned on the consummation
of the Consent Solicitation, approval from Mexican Regulatory
Authorities and other customary conditions.  The Stock Purchase is
expected to close in November 2009.  However, closing may be
delayed or not occur at all.

By providing the Requisite Consents, holders have agreed to (i)
waive the Company's obligation under the Indenture to make a
Change of Control Offer in connection with the Stock Purchase and
(ii) amend the Indenture to provide that the Purchasers and/or
their respective affiliates, Southern Cross Capital Partners III,
L.P. and/or its affiliates, Evercore Mexico Partners II, L.P.
and/or its affiliates and ARVX Capital, S.A. de C.V. and/or its
affiliates, investment funds or vehicles managed, sponsored or
advised, directly or indirectly, by Southern Cross Capital
Partners III, L.P., Evercore Mexico Partners II, L.P. or ARVX
Capital, S.A. de C.V., or any of their respective affiliates, and
any limited or general partners of, or other investors in, any of
the entities referred to in the foregoing and their respective
affiliates will be "Permitted Holders" under the Indenture.

Following the satisfaction of the conditions contained in the
Consent Solicitation Statement, the Company will pay, prior to the
consummation of the Stock Purchase, to the Information Agent for
transmission to each holder who has validly delivered (and has not
revoked) a valid consent on or prior to the Expiration Date in
respect of such Notes, $2.50 for each $1,000 in principal amount
of such Notes.

In the event that all conditions to the consummation of the Stock
Purchase, including payment of any consideration pursuant to the
Stock Purchase Agreement and other than the consummation of the
Consent Solicitation, have not been met or waived, the Consent
Payment will not be paid or become payable to the holders who have
validly delivered consents in connection with the Consent
Solicitation, and the Waiver and Amendment will not become
operative.

The Company engaged Credit Suisse and BofA Merrill Lynch to act as
the Solicitation Agents for the Consent Solicitation, and Global
Bondholder Services Corporation to act as the Information Agent
for the Consent Solicitation.

Any questions or requests for assistance regarding the Consent
Solicitation may be made to Credit Suisse at (800) 820-1653 (toll-
free) or (212) 538-1861 (collect), or BofA Merrill Lynch, at (888)
292-0070 (toll-free) or (646) 855-3401 (collect).  Questions or
requests for assistance or additional copies of the Consent
Solicitation Statement, the Consent Letter and related documents
may be directed to Global Bondholder Services Corporation at (866)
387-1500 (toll-free) (bankers and brokers call collect at (212)
430-3774).

Servicios Corporativos Javer, S.A.P.I. de C.V. --
http://www.javer.com.mx/-- is one of the largest privately-owned
housing development companies in Mexico, and specializes in the
construction of affordable entry-level, middle-income and
residential housing in Mexico . Headquartered in Monterrey, Nuevo
Leon, Mexico, the Company started operations in 1973 and is
currently the leading housing developer in terms of number of
units sold in northeastern Mexico.


SILICON GRAPHICS: Wins Confirmation of Chapter 11 Plan
------------------------------------------------------
Silicon Graphics Inc. has won confirmation of a Chapter 11 plan,
Bill Rochelle at Bloomberg News reported.

Unsecured creditors owed a total of $101 million won't be
receiving any distributions.  Holders of $1.7 million in priority
claims are slated to recover between 5% and 50%, according to the
explanatory disclosure statement.  The Plan creates a liquidating
trust under which 75% of the trust goes to the lenders and the
remaining 25% goes to the priority claim holders.  Secured
creditors receive the reorganized company's stock.

Silicon Graphics on May 8, 2009, completed the sale of
substantially all of its assets, excluding certain intellectual
property assets, to Rackable Systems, Inc.  Silicon Graphics sold
its assets for $42.5 million in cash, plus the assumption of
certain liabilities associated with the acquired assets.

Prior to the sale of its assets Sunnyvale, California-based
Silicon Graphics Inc. -- http://www.sgi.com/-- delivered an array
of server, visualization, and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on September 19, 2006.  When
the Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed AlixPartners LLC as restructuring advisor;
Houlihan Lokey Howard & Zukin Capital, Inc., as financial advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.
When the Debtors filed for protection from their creditors, they
listed $390,462,000 in total assets and $526,548,000 in total
debts as of 2008.

On June 4, 2009, the Company amended its Amended and Restated
Certificate of Incorporation pursuant to the Certificate of
Amendment of Amended and Restated Certificate of Incorporation of
Silicon Graphics, Inc., to change its name to Graphics Properties
Holdings, Inc.


SOUTHEAST TELEPHONE: Gets Final OK to Access CTB Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized, on a final basis, SouthEast Telephone, Inc. to:

   -- use cash securing repayment of loan with Community Trust
      Bank through the date of the confirmation hearing on a plan
      of reorganization if a plan is of record in this Court on or
      before Jan. 26, 2010; and

   -- provide adequate protection to CTB.

The Debtor owes $3.4 million to CTB, which is secured by blanket
liens on all assets.

The Debtor related that it needs access to the cash collateral to
ensure continued going concern operations and to protect and
preserve the value of the Debtor's assets and on-going operations.

The Debtor was unable to obtain funds, either unsecured or
secured.

As adequate protection, CTB is granted replacement lien and
superpriority administrative claim which are subordinate to the
fees of the U.S. Trustee and the carve-out for fees.

The Debtor's right to use the cash collateral will expire (i) at
the end of the term; (ii) in the event of a termination or
suspension of the order; or (iii) in the event the Debtor is in
default.

Pikeville, Kentucky-based SouthEast Telephone, Inc., operates a
telecommunication business.  The Company filed for Chapter 11 on
Sept. 28, 2009 (Bankr. E.D. Ky. Case No. 09-70731).  Jamie L.
Harris, Esq., and Laura Day DelCotto, Esq., at Wise DelCotto PLLC,
represent the Debtor in its restructuring effort.  In the Debtor's
schedules, it said it has assets of at least $15,573,655, and
total debts of $31,423,707.


SPRINGBOARD GROUP: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Springboard Group S.a.r.l's B2
corporate family rating and B2 probability of default rating
following the announcement that the private equity groups
acquiring the company and eBay (rated A3) have reached a wholesale
settlement with Skype's founders over all software previously
licensed from Joltid which will end all litigation currently
pending against the investor group and eBay at the closing of the
acquisition.  Under the terms of the legal agreement, Joltid,
their advisors and affiliated companies will receive certain cash
payments and up to 14% equity in the company.  The settlement,
which is contingent upon successful closing of the acquisition,
eliminates one of the previously identified risks overhanging
Skype's future, as Skype will now own the underlying Peer-to-Peer
technology instead of licensing it from Joltid.  However, this
positive development is offset by the additional $100mm in senior
debt the company will incur to help pay for the settlement.

As part of the rating action, Moody's affirmed the B1 (LGD3, 43%)
senior secured instrument ratings for the $30 million senior
secured revolving credit facility and $700 million senior secured
term loan expected to be issued through Springboard Finance LLC,
the primary US operating subsidiary of Skype.  The rating outlook
remains stable.

Skype is a leading provider of Internet-based communication
services (voice, video, text, and other features) through its P2P
software technology.  On September 1, 2009, eBay agreed to sell a
65% equity interest in Skype for approximately $1.9 billion to an
equity consortium, including Silver Lake Partners, CPP Investment
Board, Index Ventures, and Andreessen Horowitz.  As part of the
master settlement, eBay will now retain a 30% equity interest in
Skype, while Index Ventures will exit the investor group.  Silver
Lake will retain majority Board of Directors control.

Skype's B2 CFR reflects the significant industry and technology
risks inherent to the rapidly evolving field of peer-to-peer
internet communications and the wider deployment of Voice-over-
Internet-Protocol technology across the world, in addition to
competitive threats from incumbent carriers, other technology
developers, social networking sites, and regulatory bodies.  These
risks are significant and likely to constrain the rating over the
near-to-medium term, particularly given the limited product
diversity of the company's revenue stream.  Moody's notes that
total post-closing adjusted Debt/EBITDA leverage (which includes
$125 million in seller financing from eBay) of about 5.2x, based
on 9/30/09 EBITDA, is high among its competitors in communications
services and technology, although the company's projected revenue
and EBITDA growth should enable it to delever over the
intermediate term.  At the same time, the rating is supported by
the significant equity cushion provided by the sponsors, the
collateral package and the company's success in building over a
relatively short time period a growing and profitable business
with strong cash generating capabilities.

Skype's revenues and EBITDA have grown substantially over the past
several years in conjunction with the company's registered user
base, which is estimated to be around 480 million.  While this
number is substantial, the company has only monetized a relatively
small proportion of the user base, generating revenues primarily
from its international long distance voice service offering, which
allows paying users to participate in calls between their
computers and traditional telephone lines.  Although this service
has been successful to date, its longevity is threatened by the
ongoing migration of land line users to Internet-based phones
(Skype does not charge users for computer-to-computer calls) as
well as the possibility of future regulatory action in certain
jurisdictions, as these calls effectively circumvent tariff-based
international long distance calls, which can be an important
revenue source for emerging market telecom operators and
governments.  Consequently, Moody's believes Skype's long-term
success will ultimately be dependent on the company's ability to
further develop new revenue streams, including mobile, advertising
and enterprise sales, that harness the powerful network effects of
its large user community.

The stable outlook reflects Moody's view that the company's credit
metrics will modestly improve over the next twelve-to-eighteen
months through revenue and EBITDA growth, and stable free cash
flow generation, and further that its prepaid calling business
model will remain viable in the near term given the strength of
its brand and quality of its product.

Moody's most recent rating action for Skype was on September 23,
2009.  At that time, Moody's assigned first time ratings to the
company.

Headquartered in Luxembourg, Skype is a technology company
centered around P2P communications and VoIP software tools.


SUNRISE SENIOR: Posts $44.4 Million Third Quarter 2009 Net Loss
---------------------------------------------------------------
Sunrise Senior Living Inc. reported revenues of $382.6 million for
the third quarter of 2009, as compared to $412.6 million for the
third quarter of 2008.  Net loss for the third quarter of 2009 was
($44.4) million, or ($0.88) per fully diluted share, as compared
to net loss of ($68.7) million, or ($1.36) per fully diluted
share, for the third quarter of 2008.  The loss before income
taxes and discontinued operations for the third quarter of 2009
was ($37.8) million as compared to loss before income taxes and
discontinued operations for the third quarter of 2008 of ($70.9)
million.

In the third quarter, net loss from operations for the three
months ended September 30, 2009, was ($33.9) million.  Adding back
non-recurring items including the SEC investigation costs of $1.1
million and restructuring costs of $9.0 million, and non-cash
charges including depreciation and amortization of $11.7 million,
the provision for doubtful accounts of $300,000, write-off of
capitalized project costs of $700,000 and impairment of long-lived
assets of $9.9 million, adjusted loss from ongoing operations was
($1.3) million.  Adjusted (loss) income from ongoing operations is
a measure of operating performance that is not calculated in
accordance with U.S. GAAP and should not be considered as a
substitute for income or loss from operations or net income or
loss.  Adjusted income from ongoing operations is used by
management to focus on income generated from the ongoing
operations of the Company and to help management assess if
adjustments to current spending decisions are needed.  It is not
calculated in accordance with U.S. generally accepted accounting
principles and should not be considered as a substitute for
income/loss from operations or net income/loss.

                     Cash and Liquidity Update

On October 19, 2009, Sunrise entered into the 13th Amendment to
its bank credit facility extending its maturity date to December
2, 2010.  At September 30, 2009, the outstanding borrowings under
the bank credit facility were $68.9 million.  On October 19, 2009,
after paying $6.0 million of principal in connection with the 13th
Amendment, the outstanding borrowings under the bank credit
facility were $62.9 million and outstanding letters of credit were
$23.9 million.

At September 30, 2009, the Company had total assets of $1.096
billion against total liabilities of $1.092 billion.  At September
30, 2009, Sunrise had a retained loss of $471.4 million and
stockholders' deficit of $87,000.  With non-controlling interest
of $4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The Company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.

Sunrise had $43.4 million and $29.5 million of unrestricted cash
at September 30, 2009 and December 31, 2008, respectively.
Sunrise has no borrowing availability under the bank credit
facility, and has significant scheduled debt maturities in 2009
and 2010 and significant long-term debt that is in default.   As
of September 30, 2009, Sunrise and its consolidated subsidiaries
had debt of $624.6 million, of which $151.5 million of debt is
scheduled to mature in 2009.  Long-term debt that is in default
totals $411.9 million, including $200.0 million of debt ($219.3
million face) that is in default as a result of the failure to pay
principal and interest to the lenders of Sunrise's German
communities.

Sunrise is endeavoring to extend debt maturity dates, re-finance
debt and obtain waivers from applicable lenders.  The Company is
engaged in discussions with various venture partners and third
parties regarding the sale of certain assets with the purpose of
increasing liquidity and reducing obligations.

"We are pleased with the restructuring progress we have made but
not with our financial performance," said Mark Ordan, Sunrise's
chief executive officer. "We are dedicated to matching our sector-
leading brand and care with profitable results."

                      Sale of 21 Communities

On October 7, 2009, Sunrise entered into an agreement to sell 21
wholly owned assisted living communities, located in 11 states, to
Brookdale Senior Living, Inc. for $204 million.  Brookdale placed
into escrow an earnest money deposit of $5 million toward the
purchase price. The closing date is currently scheduled for
November 16, 2009.  At the closing of the sale, Sunrise expects to
receive approximately $60 million in proceeds after payment or
assumption by Brookdale of certain mortgage loans, the posting of
required escrows, and payment of expenses by Sunrise.  Sunrise
will use $25 million of the proceeds to pay down its bank credit
facility and will place $20 million into a collateral account for
the benefit of other creditors.

Sunrise recorded an impairment charge of $6.8 million in the third
quarter of 2009 to write down five of the 21 communities to fair
value.  The Company expects to record a gain on the sale of real
estate of approximately $50 million upon closing of the
transaction.

                              Germany

On October 22, 2009, Sunrise entered into a restructuring
agreement, in the form of a binding term sheet, with the two
lenders to seven of the nine German communities, to settle and
compromise their claims against the Company, including under
operating deficit and principal repayment guarantees provided by
Sunrise in support of its German subsidiaries.  The two lenders
contended that these claims had an aggregate value of
approximately $121.6 million.  The binding term sheet contemplates
that, on or before the first anniversary of the execution of
definitive documentation for the restructuring, certain other of
its identified lenders may elect to participate in the
restructuring with respect to their asserted claims.  The claims
being settled by the two lenders represent approximately 77.5
percent of the aggregate amount of claims asserted by the lenders
that may elect to participate in the restructuring transaction.

Sunrise has guaranteed among other things that, within 30 months
of the first execution of the definitive documentation for the
restructuring, the electing lenders will receive a minimum of
$58.3 million from the net proceeds of the sale of certain
unencumbered North American properties, which equals 80 percent of
the most recent aggregate appraised value of these properties, as
well their pro rata share of up to an aggregate of 5 million
shares of common stock for the lenders who participate on or
before the first execution of definitive documentation. If the
electing lenders do not receive at least $58.3 million by such
date, Sunrise will make payment to cover any shortfall or, at such
lenders' option, convey to them the remaining unsold properties.
As any gain or loss on the transaction is dependent upon the
values at closing of the aforementioned consideration, Sunrise is
unable to estimate any gain or loss at this time.

In addition, Sunrise will market for sale the German assisted
living communities subject to loan agreements with the electing
lenders and will remain responsible for all costs of operating,
preserving and maintaining these communities until the earlier of
either their sale or December 31, 2010.

In the second quarter of 2009, Sunrise engaged a broker to assist
in the sale of the nine German communities and at that time,
classified the German assets as held for sale. As the book value
of the majority of the assets was in excess of their fair value
less estimated costs to sell, the Company recorded a charge of
$52.4 million in the second quarter of 2009, which is included in
discontinued operations.

                             Fountains

On October 26, 2009, Sunrise entered into agreements with its
venture partner as well as with the venture lender to release the
Company from all claims that the venture partner and the lender
had against Sunrise prior to the date of the agreements and from
all of its future funding obligations in connection with the
Fountains portfolio.   In exchange, Sunrise, among other things,
transferred its 20-percent ownership interest to its venture
partner, contributed vacant land parcels adjacent to six of the
Fountains communities to the venture, and will transition from
management.  Sunrise will retain certain management and operating
obligations during a temporary transition period. There will be no
gain or loss as a result of this transaction.

                   EdenCare Portfolio Transition

Sunrise could be terminated in 2009 from management of a portfolio
of communities owned by HCP, Inc. for failure to meet performance
thresholds.  On June 18, 2009, HCP announced it had exercised this
termination right.  Sunrise, which earned fees totaling $3.0
million in 2008, transitioned these communities to a new manager
on October 1, 2009.

                 Senior Living Condominium Project

In 2006, Sunrise sold a majority interest in one condominium
venture and one related assisted living venture to third parties.
In conjunction with the development agreement for this project,
Sunrise agreed to be responsible for actual project costs in
excess of budgeted project costs of more than $10.0 million
(subject to certain limited exceptions).  The $10.0 million is
recoverable as a loan from the venture.  Through September 30,
2009, Sunrise has paid $50.7 million in cost overruns.
Construction of this project is now complete.  Sunrise accounts
for the condominium and assisted living ventures under the profit-
sharing method of accounting, and its investment carrying value at
September 30, 2009 is $13.5 million for the two ventures, which
includes its $10.0 million recoverable loan and advances Sunrise
has made to the ventures.  Sunrise recorded a loss of $2.9 million
and $9.9 million from the two ventures in the three and nine
months ended September 30, 2009, respectively.  The pace of sales
of condominium units and prices could impact the recovery of
Sunrise's investment carrying value.  The weak economy in the
Washington, D.C. area will require Sunrise to implement more
aggressive marketing and sales plans.  No assurance can be given
that additional pre-tax charges will not be required in subsequent
periods with respect to this condominium venture.

In July 2009, the lender notified Sunrise that an event of default
had occurred.  The event of default was related to providing
certain financial information for the venture that the lender had
previously requested.  In October 2009, Sunrise received a notice
of default related to the nonpayment of interest.  Sunrise is in
discussions with the lender on these matters.

A full-text copy of the Company's Form 10-Q report is available at
no charge at http://ResearchArchives.com/t/s?492f

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4930

                   About Sunrise Senior Living

Sunrise Senior Living, a McLean, Va.-based company, employs
approximately 40,000 people.  As of November 9, 2009, Sunrise
operated 403 communities in the United States, Canada, Germany and
the United Kingdom, with a combined unit capacity of approximately
41,500 units.  Sunrise offers a full range of personalized senior
living services, including independent living, assisted living,
care for individuals with Alzheimer's and other forms of memory
loss, as well as nursing and rehabilitative services.  Sunrise's
senior living services are delivered by staff trained to encourage
the independence, preserve the dignity, enable freedom of choice
and protect the privacy of residents.  To learn more about
Sunrise, please visit http://www.sunriseseniorliving.com.


SWIFT ENERGY: Moody's Assigns 'B3' Rating on $200 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Swift Energy
Company's proposed $200 million senior unsecured notes due 2020.
Moody's also affirmed its B2 Corporate Family Rating and its
existing senior unsecured note rating of B3.  The ratings are
subject to review of final documents and terms and conditions of
the proposed senior unsecured notes.  The outlook remains stable.

The proceeds from the pending $200 million senior unsecured notes
offering will be used to repay all of Swift's $150 million 7.625%
senior notes due 2011 and reduce outstandings under the
$300 million revolving facility.

Swift's B2 CFR reflects the company's scale, continued high and
unsustainable costs trends, and financial leverage.  Specifically,
Swift's costs have significantly increased over the past three
years.  Swift's leveraged full-cycle cost per barrel has increased
81% since 2007 to $89.69 projected for 2009.  During the upcycle
Swift's capital spending appears to have added considerable debt
without a meaningful addition to its reserve position.  Also, over
the past three years, Swift's capex has resulted in weak finding
and development costs.  However, during 2009 the company issued
equity and has reduced its financial leverage.  Debt/proved
developed reserves has begun to decline to $8.18/boe (projected
2009) reduced from $9.79/boe at year-end 2008, while debt/average
daily production has declined 10% to $19,059 (projected 2009).

Swift's B2 rating is supported by its scale and its improving
liquidity.  The company has a $300 borrowing base revolver with
100% availability after completion of the $200 million issue, its
recently announced joint venture, and a $115 million equity
offering.

The B3 rating for the unsecured notes reflect both the overall
probability of default of the company, to which Moody's assigns a
PDR of B2, and a loss given default of LGD 4 for the unsecured
notes.  Additionally, the B3 rating of the unsecured notes
reflects its position in the capital structure.

The last rating action was on April 3, 2009, at which time Moody's
downgraded Swift's ratings and assigned a stable outlook.

Swift Energy Company is a North American independent exploration
and production company headquartered in Houston, Texas.


SWIFT ENERGY: S&P Assigns 'BB-' Rating on $200 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned an issue-
level rating of 'BB-' (one notch higher than the corporate credit
rating) to Swift Energy Co.'s proposed $200 million senior
unsecured notes due 2020.  The recovery rating is '2', indicating
S&P's expectation for substantial (70%-90%) recovery in the event
of a payment default.

The Houston, Texas-based oil and gas exploration and production
company intends to use gross proceeds of $200 million to redeem
its $150 million 7.625% notes due 2011.  Once it calls the notes,
S&P expects to withdraw the rating on the issue.  Swift will apply
additional proceeds to its revolving credit facility so that there
will be more than $275 million available under its recently re-
affirmed $300 million borrowing base revolving credit facility due
2011.

S&P's corporate credit rating on Swift is 'B+', and the outlook is
stable.

                           Ratings List

                         Swift Energy Co.

        Corporate credit rating               B+/Stable/--

                            New rating

                         Swift Energy Co.

             $200M senior unsecured notes          BB-
              Recovery rating                      2


SYNUTRA INT'L: Posts $14MM Fiscal Qtr. Loss; Seeks ABN AMRO Waiver
------------------------------------------------------------------
Synutra International, Inc. reported financial results for the
fiscal second quarter and six months ended September 30, 2009.
Details of the report were presented in Form 10-Q the Company
filed with the Securities and Exchange Commission on November 9,
2009.

Revenues Rise 38% from Prior Quarter

Revenues for the fiscal second quarter ended September 30, 2009
totaled $65.3 million, down 31.1% from $94.8 million in the second
quarter a year earlier.  The year-over-year drop reflects reduced
infant formula sales primarily in the Company's U-Smart product
series after the Chinese government found eight lots of Synutra's
U-Smart series of formula products along with certain products of
21 other manufacturers had been contaminated with melamine in
September 2008.  The reduction in revenues was partially offset by
an increase in sales of surplus milk powder to industrial
customers.

On a sequential basis, revenues in the second quarter were up
38.0% from $47.4 million in the first quarter ended June 30, 2009.
The increase was primarily due to the sale of surplus milk powder
of about $18 million to industrial customers from our inventory,
while our powdered formula product sales was $42.0 million as the
company paced its shipments to distributors in order to help them
reduce their inventory glut built up in the aftermath of the
melamine incident.  According to data released by China's Ministry
of Commerce's Commercial Information Center (CIC), Synutra's
market share stabilized at approximately 7.2% for the quarter
ended September 30, 2009, representing a significant increase from
the 3.4% reported in October 2008, the month immediately following
the melamine contamination incident.

Gross Margins Improve in Key Segment

Gross profit across all Synutra operating segments in the second
quarter ended September 30, 2009 totaled $12.3 million, or 18.8%
of revenues, up from a gross loss of $26.7 million a year earlier.
The improvement reflects recovery from the melamine incident,
which resulted in substantial product recall costs in the prior
year quarter.  In the company's powdered formula segment, gross
margin was 50.6% for the quarter ended September 30, 2009,
compared to a negative margin of -32.5% a year earlier.  The
powdered milk segment is the company's largest by sales,
accounting for 64.3% of revenue in the latest quarter.

Sequentially, the gross margin of the powdered formula segment in
the 2009 second quarter was up from 47.6% in the prior quarter,
ended June 30, 2009.  The Company pointed to the improvement as
one sign that its premium line of Super series infant formula
products, which accounted for about 53.1% of segment shipment, or
70% of sales, for the quarter ended September 30, 2009, have led
the segment in market recovery and helped to stabilize the
Company's market position.

The 18.8% gross margin across all segments was down sequentially
from 41.3% in the first quarter ended June 30, 2009.  The drop
reflected a gross loss of $8.8 million in the Company's non-core
business which primarily sold surplus milk powder to industrial
customers.  The loss was incurred during the reporting quarter
ended September 30, 2009, when the Company sold below cost
domestically produced milk powder in inventory in order to improve
its working capital situation.

Expenses Fall, Losses Narrow from Last Year

Net operating expenses included an impairment loss of 5.9 million
resulting from a contemplated assets disposal transaction (see
below) and all other operating expenses totaling $22.6 million in
the quarter ended September 30, 2009.  The total operating
expenses were down 19.2% from $35.4 million a year earlier.
Selling and distribution expenses fell by 3.0% to $10.3 million
from $10.7 million, reflecting a decrease in freight charges
partially offset by an increase in compensation expenses for
Synutra's sales force.  Advertising and promotion expenses fell by
59.7% to $7.5 million from $18.6 million.  The sharp drop was due
mainly to the shifting of resources from aggressive advertising to
promotional activities by field promoters in communities and
nutrition education professionals at the medical facilities.

General and administrative expenses also fell substantially year
over year, by 27.7% to $4.9 million from $6.8 million.  The drop
was due primarily to a decrease of $1.7 million in legal and
professional fees incurred for a terminated following-on offering
in the quarter ended September 30, 2008.  Operating expenses in
the quarter ended September 30, 2009 were offset by $107,000 in
other operating income, compared to offsetting income of $733,000
a year earlier.

In the quarter ended September 30, 2009, the company took an
impairment loss of $5.9 million resulting from the contemplated
sale of three dairy farms and two milk processing factories to
Heilongjiang Wondersun Dairy Co. for $28.9 million after entering
into an agreement with the purchaser on September 9, 2009.

Synutra's operating loss in the quarter ended September 30, 2009
(including the impairment loss from the Heilongjiang Wonderson
transaction) was $16.3 million, down from an operating loss of
$62.1 million in the year-earlier quarter.  Sequentially, the
operating loss in the latest quarter widened from a loss of
$10.6 million in the quarter ended June 30, 2009.  Apart from the
impairment loss from the Heilongjiang Wondersun transaction,
comparable operating loss in the quarter ended September 30, 2009,
was slightly improved, at $10.4 million from the prior quarter.

Net loss attributable to common shareholders for the quarter ended
September 30, 2009, was $14.0 million, or $0.26 per fully diluted
share, compared to a year-earlier net loss of $49.7 million, or
$0.92 per fully diluted share.  On a sequential basis, net loss
attributable to common shareholders in the latest quarter widened
from $10.0 million, or $0.18 per fully diluted share, in the
quarter ended June 30, 2009.

Cash Position Improves, Working Capital Deficit Reduced

On the balance sheet, Synutra reported cash and cash equivalents
of $57.8 million on September 30, 2009, up from $37.7 million on
March 31, 2009 (the end of the prior fiscal year) and
$29.6 million on June 30, 2009 (the end of the prior quarter).
The company remains in a working capital deficit, though that
deficit had narrowed to approximately $62.4 million on
September 30, 2009, compared to $80.43 million on March 31, 2009,
and $83.74 million on June 30, 2009.

In its ongoing effort to regain the liquidity and positive
operating cash flows lost in the Melamine-related recalls, the
company has been in discussions with local banks to obtain short
term financing to support its operational needs and has been able
to renew all of its existing loans with domestic PRC banks.  As of
September 30, 2009, it had short-term borrowings from local banks
of $271.5 million with a weighted average interest rate of 3.42%.
The loans were secured by the pledge of certain fixed assets held
by the Company's subsidiaries, pledge of land use right in
Qingdao, China and pledge of cash deposits which was recorded as
restricted cash.  The maturity dates of the short-term loans from
local banks outstanding at September 30, 2009 ranged from October
2009 to September 2010.  As of the date of this press release, all
outstanding short-term loans from local banks that have become due
have been repaid.

As of September 30, 2009, Synutra had unsecured long-term
borrowing from local banks of $16.1 million, maturing from March
2011 to June 2012 with a weighted average interest rate of 5.4%.
In addition to the loans from local banks, it also had short-term
loans from related parties amounting to $10.7 million with a
weighted average interest rate of 4.7%.  The maturity dates of the
short-term loans outstanding from related parties at September 30,
2009 were from October 2009 to January 2010, and were extendable
under same terms upon maturity.  As of September 30, 2009, the
company was not able to meet the financial covenants of its loan
with ABN AMRO and it reclassified the outstanding balance of
$34.7 million under the loan to current liabilities, since it
considered this debt callable by the bank.  At the date of this
press release, a waiver sought from the bank had not been granted.

CEO: Report Marks Slow but Genuine Progress

Liang Zhang, Chairman and CEO of Synutra, commented, "The results
from the latest quarter show the lingering and very serious
effects of last year's melamine incident and product recall, but
they also reflect genuine progress on important fronts.  For
instance, we are heartened to see the sequential rise in revenues
from the quarter ended June 30, led by our Super product series
restoring to the pre-recall level. We believe our continued effort
to reduce the inventory glut with the distributors is producing
results.  The improving gross margins in our primary operating
sector, powdered milk formula, are also reason for encouragement,
as is our substantially improved cash position and the reduction
in our working capital deficit -- though much work remains to be
done in the latter area."

Six-Month Results Reflect Pre- and Post-Recall Trends

For the six months ended September 30, 2009, Synutra reported
revenues of $112.7 million, down 49.3% from $222.2 million in the
comparable period of 2008.  The first fiscal six months of include
the last full quarter (ended June 30, 2008) not affected by the
melamine incident and recall, as well as the quarter in which the
company took the bulk of its recall losses.

Gross profit for the six months ended September 30, 2009, was
$31.9 million, or 28.3% of revenues, compared to $40.2 million, or
18.1% of revenues, in the comparable period of 2008.  The higher
gross margin in the most recent six months reflected improved
margins in the company's powdered formula segment, whereas the
lower gross margins a year earlier were due in part to recall-
related gross losses in the quarter ended September 30, 2008.

Loss from operations in the six months ended September 30, 2009,
totaled $26.9 million, compared to $42.6 million a year earlier.
The narrowing of losses was due to year-over-year reductions in
operating expenses, especially in advertising and promotion,
partially offset by a $5.9 million impairment loss recorded on the
contemplated sale of Synutra assets to Heilongjiang Wondersun in
September 2009.

Net loss attributable to common shareholders for the six months
ended September 30, 2009, was $24.0 million, or $0.44 per fully
diluted share, compared to $34.0 million, or $0.63 per fully
diluted share, in the six months ended September 30, 2008.

Synutra's Forms 10-Q for the latest and prior quarters are
available online at http://www.synutra.com/

                    About Synutra International

Synutra International Inc. is an infant formula company in China.
It principally produces, markets and sells its products under the
"Shengyuan," or "Synutra," name, together with other complementary
brands.  It focuses on selling premium infant formula products,
which are supplemented by more affordable infant formulas
targeting the mass market as well as other nutritional products
and ingredients.  It sells its products through an extensive,
nationwide sales and distribution network covering 29 provinces
and provincial-level municipalities in China.  As of September 30,
2009, this network comprised over 490 distributors and over 1,000
sub-distributors who sell Synutra products in over 75,000 retail
outlets.


TAYLOR BEAN: To Test Selene's $133.2MM Bid at Dec. 11 Auction
-------------------------------------------------------------
Taylor Bean & Whitaker Mortgage Corp. has received approval of
procedures to sell a portfolio of repossessed real estate, Bill
Rochelle at Bloomberg reported.  Selene Residential Mortgage
Opportunity Fund LP will buy the assets for $133.2 million absent
higher and better bids at the auction.  Initial competing bids are
due Dec. 10.  The sale hearing is scheduled for December 15.

An affiliate of Selene received final court approval on Nov. 9 to
provide Taylor Bean with $25 million in financing for the
reorganization.

Taylor Bean, the 12th largest U.S. mortgage lender and servicer
of loans, filed for bankruptcy protection on Aug. 24 after
being suspended from doing business with U.S. agencies and
Freddie Mac, the government-supported mortgage company.  Taylor
has blamed probes into one of its banks for the suspensions.

Taylor Bean filed for Chapter 11 on August 24 (Bankr. M.D. Fla.
Case No. 09-07047).  Edward J. Peterson, III, Esq., at Stichter,
Riedel, Blain & Prosser, PA, in Tampa, Florida, represents the
Debtor.  Troutman Sanders LLP is special counsel.  BMC Group Inc.
serves as claims agent.  Taylor Bean has more than $1 billion of
both assets and liabilities, and between 1,000 and 5,000
creditors, according to the bankruptcy petition.


TNS INC: Moody's Upgrades Corporate Family Rating to 'Ba3'
----------------------------------------------------------
Moody's Investors Service upgraded TNS Inc.'s corporate family
rating to Ba3 from B1 and assigned a Ba3 rating to the company's
proposed refinancing transaction of $75 million senior secured
revolving credit facility and $325 million first lien term loan.
Proceeds from the proposed debt offering will be used to refinance
the existing credit facilities including the debt raised in March
2009 to acquire VeriSign, Inc.'s Communication Services Group for
approximately $230 million in cash.

The upgrade reflects TNS' reduced leverage due to debt paydown
over the last six months, as well as expectations of improved
interest coverage due to refinancing at a lower interest rate.
The upgrade also incorporates Moody's expectations that the
company will continue to generate strong positive free cash flow,
which would help in further delevering the company.

The company's Ba3 corporate family rating incorporates Moody's
favorable view of TNS' enhanced scale, diversification and market
position from the CSG acquisition, while maintaining strong pro
forma credit metrics and good liquidity position.  The rating,
however, is constrained by TNS' relatively small size in the
highly competitive data communication and network services
markets.  In addition, given the current challenging macroeconomic
environment, Moody's believes that TNS could continue to face
declines in transaction volumes in its core domestic and
international dial-up POS business, increased pricing pressure and
prospects of continued consolidation in the telecommunication
services industry, and to a lesser extent, customer churn in its
financial services business.

The stable outlook reflects Moody's expectation that TNS will
continue to maintain its good liquidity and market position, and
generate strong operating profits and free cash flows, which would
be used to repay debt.  The stable outlook also reflects Moody's
expectation that TNS will be able to stabilize the
underperformance of CSG and successfully integrate its operations
without any material customer attrition.

TNS, Inc.

These ratings were upgraded:

  -- Corporate Family Rating to Ba3 from B1
  -- Probability of Default Rating to B1 from B2

Transaction Network Services, Inc.

This new rating is assigned:

  -- $75 million NEW Senior Secured Revolving Credit Facility due
     2014 - Ba3 (LGD3, 35%)

  -- $325 million NEW Senior Secured Term Loan due 2015 - Ba3
     (LGD3, 35%)

These ratings were upgraded currently, but will be withdrawn on
closing of this proposed transaction:

  -- $15 million Senior Secured Revolving Credit Facility due 2013
     to Ba3 (LGD3, 35%) from B1 (LGD3, 33%)

  -- $250 million Senior Secured Term Loan due 2014 to Ba3 (LGD3,
     35%) from (P) B1 (LGD3, 33%)

  -- 5 million Senior Secured Term Loan due 2014 to Ba3 (LGD3,
     35%) from B1 (LGD3, 33%)

The last rating action was on March 9, 2009, when Moody's affirmed
TNS' CFR at B1 and assigned (P) B1 rating to the company's
$250 million senior secured first lien term loan.

TNS is a provider of business-critical data communication services
to credit card, debit card, and automated teller machine
transaction processors.  TNS is also a provider of call signaling
and database access services to the domestic telecommunications
industry and of secure data and voice network services to the
global financial services industry.  For the last twelve months
ended September 30, 2009, total revenues for TNS were
$418 million.


TOYS "R" US: FY 2009 Q2 Comparable Store Net Sales Lower by 6.8%
----------------------------------------------------------------
Toys "R" Us, Inc. reports that for the second quarter of fiscal
2009, Toys "R" Us - Delaware, Inc.'s comparable store net sales
decreased by 6.8%.  Declines in the entertainment product category
-- where sales have been particularly soft due to the video game
cycle -- accounted for the majority of the decline in comparable
store net sales in the second quarter of fiscal 2009.

For the first 12 weeks of the third quarter of fiscal 2009,
Toys-Delaware estimates that comparable store net sales were down
7.2%, with the entertainment product category accounting for more
than one-third of the decline.  Comparable store net sales in the
final week of the third quarter were adversely impacted by the
shift of the "Big Book" promotional event from the last week of
the third quarter in fiscal 2008 to the first week of the fourth
quarter in fiscal 2009.

As a result, Toys-Delaware currently estimates that total
comparable store net sales in the third quarter of fiscal 2009
were down approximately 9.0%, with the entertainment product
category accounting for slightly less than half of the decline.

Despite the negative comparable store net sales in the third
quarter of fiscal 2009, Toys-Delaware believes that results for
the quarter will show gross margin rate improvement and expense
reductions in sufficient amounts to more than offset the impact of
the net sales decline on the operating results for the quarter.

                         About Toys "R" Us

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around
$14 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.

As of August 1, 2009, the company had $8.172 billion in total
assets; total current liabilities of $2.085 billion, long-term
debt of $5.496 billion, deferred tax liabilities of $55 million,
deferred rent liabilities of $269 million, and other non-current
liabilities of $372 million.  As of August 1, 2009, the company
had Toys "R" Us, Inc. stockholders' deficit of $214 million and
noncontrolling interest of $109 million, and total stockholders'
deficit of $105 million.

The Company carries a 'B2' probability of default rating from
Moody's, "B" issuer credit ratings from Standard & Poor's, and
"B-" long term issuer default rating from Fitch.


TOYS "R" US: Unit to Issue $725-Mil. of Sr. Secured Notes Due 2017
------------------------------------------------------------------
Toys "R" Us, Inc., on Tuesday, announced the pricing of $725
million aggregate principal amount of senior secured notes due
2017 to be issued by Giraffe Properties, LLC, which will be
renamed Toys "R" Us Property Company II, LLC, one of its indirect
wholly owned subsidiaries.

The notes will have an interest rate of 8.50% per annum and are
being issued at a price equal to 98.573% of their face amount at
maturity.  The Issuer estimates that the gross proceeds from the
offering will be approximately $715 million.  The Issuer intends
to use the cash proceeds from the offering of the notes, together
with cash on hand, to repay the Issuer's and its direct and
indirect parent entities' existing senior secured real estate loan
and security agreement and related mezzanine loans in the
aggregate amount of $600 million.

In addition, in connection with the offering and the related
transactions, MPO Properties, LLC, an indirect wholly owned
subsidiary of Toys "R" Us, Inc., and its direct and indirect
parent entities will repay their senior secured real estate loan
and security agreement and related mezzanine loans in the
aggregate amount of $200 million.  The notes will be secured by
first priority security interests in all of the real estate
properties of the Issuer.  The notes are solely the obligation of
the Issuer and are not guaranteed by Toys "R" Us, Inc. or Toys
"R" Us - Delaware, Inc.

The notes were offered only to qualified institutional buyers in
reliance on the exemption from registration set forth in Rule 144A
under the Securities Act of 1933, as amended, and outside the
United States to non-U.S. persons in reliance on the exemption
from registration set forth in Regulation S under the Securities
Act.  The notes have not been registered under the Securities Act,
or the securities laws of any state or other jurisdiction, and may
not be offered or sold in the United States without registration
or an applicable exemption from the Securities Act.

                         About Toys "R" Us

Toys "R" Us, headquartered in Wayne, New Jersey, is the largest
specialty retailer of toys, with annual revenues of around
$14 billion.  It operates stores both in the U.S. and
internationally, as well as the Babies "R" Us format.

As of August 1, 2009, the company had $8.172 billion in total
assets; total current liabilities of $2.085 billion, long-term
debt of $5.496 billion, deferred tax liabilities of $55 million,
deferred rent liabilities of $269 million, and other non-current
liabilities of $372 million.  As of August 1, 2009, the company
had Toys "R" Us, Inc. stockholders' deficit of $214 million and
noncontrolling interest of $109 million, and total stockholders'
deficit of $105 million.

The Company carries a 'B2' probability of default rating from
Moody's, "B" issuer credit ratings from Standard & Poor's, and
"B-" long term issuer default rating from Fitch.


TRONOX INC: Shareholders Want to File Bankruptcy Plan
-----------------------------------------------------
The official committee of shareholders of Tronox Inc. asks the
Bankruptcy Court to terminate Tronox's exclusive period to propose
a Chapter 11 plan.

Tronox has told the Court that while it is preparing to conduct an
auction where Huntsman Corp. will be lead bidder for its assets,
it has also held preliminary discussions with stakeholders over
the terms of a standalone reorganization plan.

The Equity Committee, however, wants to file its own bankruptcy
plan for the chemical maker, saying a bid from Huntsman Corp.
undervalues its assets.

In addition, the Equity Committee notes that to the extent the
Debtors and the Creditors Committee have been pursuing a plan at
all, "it is a plan that improperly deprives the public
shareholders of any meaningful recovery and that, after satisfying
administrative and secured claims, wrongfully awards the unsecured
creditors with all of the intrinsic value of the reorganized
company."

The Equity Committee, in consultation with financial advisors
Eureka Capital Partners, LLC and Young & Partners, LLC, says it
has developed a Chapter 11 plan, which includes a reasonable
mechanism for value to return to equity, would not "disrupt" the
Debtors' alleged dual track process, but would, if anything,
demonstrate to all potential lenders and/or acquirers of the
company that Tronox's assets have thus far been vastly undervalued
by the Huntsman bid and by the Debtors' uneven and delayed
implementation of the "dual track" process.

A plan pursuant to the EC Term Sheet would allow Tronox's
fundamentally healthy and profitable operations to reorganize and
emerge largely free of the improperly allocated Legacy
Liabilities.  A trust will be established and funded to continue
litigation against Anadarko Petroleum Corp. and to address
environmental remediation concerns pending the resolution of
Anadarko litigation.  Claims asserted by the EPA and various tort
claimants will be satisfied by the proceeds of the Anadarko
litigation.  Allowed unsecured claims will be paid in full with a
combination of cash and preferred shares of Reorganized Tronox.2
Public shareholders will also receive new equity and rights to
purchase additional shares in Reorganized Tronox.  The EC Term
Sheet further provides that Reorganized Tronox will be capitalized
by: (i) the Company's excess cash; (ii) a new senior term loan and
revolving credit facility of $[280-$300] million; (iii) a high
yield issue of $[205-$225] million; and (iv) a backstopped rights
offering to the public shareholders of $[100] million.  In
addition, the EC Term Sheet sets forth a mechanism for an Equity
Sponsor to back-stop a rights offering giving Tronox's existing
public shareholders and noteholders an opportunity to invest
additional new money in Reorganized Tronox.

                          About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


UNISYS CORP: MMI Investments Discloses 4.73% Equity Stake
---------------------------------------------------------
MMI Investments, L.P., and affiliates disclose holding in the
aggregate 2,000,000 shares or roughly 4.73% of the common stock of
Unisys Corporation.

MMI Investments said the total purchase price of 2,000,000 shares
of Common Stock owned by MMI Investments was $147,712,864; the
source of funds is a combination of MMI's working capital and
margin loans.  These margin loans were obtained from Bear, Stearns
& Co. Inc. and Merrill Lynch & Co. under customary terms and
conditions.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

At September 30, 2009, the Company had total assets of $2.741
billion against total current liabilities of $1.305 billion, long-
term debt of $845.0 million, long-term postretirement liabilities
of $1.410 billion, and other long-term liabilities of $325.4
million, resulting in stockholders' deficit of $1.145 billion.


VENTANA HILLS ASSOCIATES: Sec. 341 Meeting Set for December 8
-------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
for Ventana Hills Associates, Ltd., and Ventana Hills Phase II,
L.P., on December 8, 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.

Lake Forest, Illinois-based Ventana Hills Associates, Ltd., filed
for Chapter 11 bankruptcy protection on November 3, 2009 (Bankr.
N.D. Ill. Bankr. Case No. 09-41755).  Richard H. Fimoff, Esq., at
Robbins, Salomon & Patt Ltd assists the Company in its
restructuring efforts.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.

Debtor-affiliate Ventana Hills Phase II, L.P., filed for Chapter
11 bankruptcy protection on November 3, 2009 (Bankr. N.D. Ill.
Case No. 09-41758).  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


VENTANA HILLS ASSOCIATES: List of 47 Largest Unsecured Creditors
----------------------------------------------------------------
Ventana Hills Associates, Ltd., filed with the U.S. Bankruptcy
Court for the Northern District of Illinois a list of its 47
largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/illnb09-41755.pdf

Lake Forest, Illinois-based Ventana Hills Associates, Ltd., filed
for Chapter 11 bankruptcy protection on November 3, 2009 (Bankr.
N.D. Ill. Case No. 09-41755).  Richard H. Fimoff, Esq., at
Robbins, Salomon & Patt Ltd assists the Company in its
restructuring efforts.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


VENTANA HILLS PHASE II: List of 48 Largest Unsecured Creditors
--------------------------------------------------------------
Ventana Hills Phase II, L.P., filed with the U.S. Bankruptcy Court
for the Northern District of Illinois a list of its 47 largest
unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/illnb09-41758.pdf

Lake Forest, Illinois-based Ventana Hills Associates, Ltd., filed
for Chapter 11 bankruptcy protection on November 3, 2009 (Bankr.
N.D. Ill. Case No. 09-41755).  Richard H. Fimoff, Esq., at
Robbins, Salomon & Patt Ltd assists the Company in its
restructuring efforts.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


VERASUN ENERGY: Former Executives Face Class Action Suit
--------------------------------------------------------
Coughlin Stoia Geller Rudman & Robbins LLP disclosed that a class
action has been commenced in the United States District Court for
the Southern District of New York on behalf of purchasers of the
common stock of VeraSun Energy Corp. between March 12, 2008 and
September 16, 2008, inclusive, seeking to pursue remedies under
the Securities Exchange Act of 1934.  VeraSun is not named in this
action as a defendant because it filed for bankruptcy protection
on October 31, 2008.

The complaint charges certain of VeraSun's former executives with
violations of the Exchange Act. VeraSun engages in the production
and sale of ethanol and its co-products in the United States.

The complaint alleges that, throughout the Class Period,
defendants failed to disclose material adverse facts about the
Company's true financial condition, business and prospects.
Specifically, the complaint alleges that defendants failed to
disclose the following adverse facts, among others: (i) VeraSun
was, in part, a speculative commodities trader in addition to an
ethanol producer; (ii) VeraSun engaged in speculative and risky
derivate transactions that exposed the Company to substantial
financial and liquidity risk; (iii) VeraSun experienced
substantial loses on speculative derivative transactions causing
margin pressures on the Company; (iv) as a result of margin
pressures from bad speculative derivative transactions, the
Company sold out of a large short position in corn and incurred
substantial losses; (v) the Company entered into highly risky
"accumulator" contracts that obligated VeraSun to purchase
increasing amounts of corn after the price of corn fell in price
per bushel; and (vi) VeraSun's financial condition and especially
its liquidity were negatively impacted as a result of speculative
commodity transactions, ultimately causing the Company to file for
bankruptcy.

On September 16, 2008, VeraSun announced that it commenced a
public offering of 20 million shares of its common stock to raise
money for "general corporate purposes."  The true purpose of this
public offering was to raise capital in an effort to prevent a
disastrous impact from the huge losses experienced by the Company
as a result of its speculative trading and risky bets on the price
of corn.  In response to the Company's announcement on September
16, 2008, shares of the Company's stock fell $3.81 per share, or
70%, from a close of $5.22 per share before the announcement, to
close at $1.41 per share on September 17, 2008, on extremely heavy
trading volume.

Plaintiff seeks to recover damages on behalf of all purchasers of
VeraSun common stock during the Class Period.  The plaintiff is
represented by Coughlin Stoia, which has expertise in prosecuting
investor class actions and extensive experience in actions
involving financial fraud.

Coughlin Stoia, a 190-lawyer firm with offices in San Diego, San
Francisco, Los Angeles, New York, Boca Raton, Washington, D.C.,
Philadelphia and Atlanta, is active in major litigations pending
in federal and state courts throughout the United States and has
taken a leading role in many important actions on behalf of
defrauded investors, consumers, and companies, as well as victims
of human rights violations.

                    About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and certain affiliates filed for Chapter 11 protection
on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).  Mark S.
Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP represents
the Debtors in their restructuring efforts.  AlixPartners LLP
serves as their restructuring advisor.  Rothschild Inc. is their
investment banker and Sitrick & Company is their communication
agent.  The Debtors' claims noticing and balloting agent is
Kurtzman Carson Consultants LLC.  The Debtors' total assets as of
June 30, 2008, was $3,452,985,000 and their total debts as of
June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  Valero paid $350 million for the ethanol production
facilities in Aurora, Fort Dodge, Charles City, Hartley and
Welcome, in addition to the Reynolds site.  Valero also
successfully bid $72 million for the Albert City facility and $55
million for the Albion facility.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware confirmed on October 23, 2009, the Chapter
11 Plan of Liquidation filed by VeraSun Energy Corporation and
its debtor affiliates

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


VISTEON CORP: PBGC, Unsecured Committee Object to DIP Financing
---------------------------------------------------------------
Visteon Corporation and its debtor affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
obtain a secured superpriority priming multi-draw term loan
facility of up to $150 million from Wilmington Trust Company, as
administrative agent, and certain other lenders.

William G. Quigley II, chief financial officer and executive vice
president of Visteon, asserts that the proposed DIP Facility
provides the Debtors with more than just the cash and credit
support they anticipate needing to operate their business.  He
avers that of almost equal importance is the confidence that
financing will reinforce in the Debtors' suppliers, customers, and
employees.

Certain members of the Prepetition Term Lenders ad hoc steering
committee who may agree to provide financing, and their successors
and assigns comprise the DIP Lenders.

BankruptcyData reports that the Pension Benefit Guaranty Corp. and
the official committee of unsecured creditors filed with the U.S.
Bankruptcy Court separate objections to Visteon's proposed DIP
financing.  The PBGC stands with the Committee against the
Debtors' unwarranted and unreasonable efforts to grant the
Prepetition Term Agent and Prepetition Term Lenders an adequate
protection guarantee and additional adequate protection liens in
the unencumbered assets of Visteon Electronics Corporation.

According to the PBGC, in view of the Debtors' strong performance
in chapter 11 and substantial progress towards plan confirmation,
the chapter 11 cases simply do not present the type of exigent
circumstances or value deterioration that would justify the
granting of additional liens against substantial unencumbered
assets as adequate protection for the Term Lenders' prepetition
claims, and the granting of a guarantee in support of the Term
Loan Obligations effectively constitutes an impermissible cross-
collateralization of such obligations.

                        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)


WHITE ENERGY: Must Pay $1.7 Million to Hale County
--------------------------------------------------
Deborah Zacher, special projects writer at MyPlainview.com,
reports that commissioners learned White Energy owes $1.7 million
to Hale County.

In a tax abatement agreement with the county, the company was to
pay 100% of county taxes for 2008 before the amount was to
decrease in 10% increments the next nine years, Ms. Zacher
relates.  Plainview BioEnergy stopped producing ethanol at the
beginning of this year, and White Energy filed for Chapter 11
bankruptcy in May, causing payments to stall, she notes.

Ms. Zacher says the company's plant recently reopened and is
producing at about 60 percent capacity but the payment status of
the 2008 taxes remains unknown.  The payment was to be paid in
full at the end of the year.

White Energy, Ms Zacher says, has been unable to make a payment
until a reorganization plan is created.  A 21% penalty and
interest has been added along with a 20% attorney fee, said Micah
Malouf, attorney for White Energy as of Nov. 1, 2009.

Headquartered in Dallas, Texas, White Energy, Inc. --
http://www.white-energy.com/-- builds and acquires ethanol
production projects.  White Energy's plants have a combined
capacity of producing 240 million gallons of ethanol a year,
making it one of the 10 largest ethanol producers in the U.S. and
the second-largest gluten maker.  Two plants are in Texas with the
third in Kansas.  White spent $323 million building the plants in
Texas.

The Company and its debtor-affiliates filed for Chapter 11 on
May 7, 2009 (Bankr. D. Del. Lead Case No. 09-11601).  Michael R.
Lastowski, Esq., at Duane Morris LLP, represents the Debtors in
their restructuring efforts.  The Debtors tapped The Garden City
Group Inc. as claims agent.  On the petition date, White Energy
disclosed assets and debts ranging from $100 million to
$500 million.


WHOLE FOODS: Moody's Gives Stable Outlook; Affirms 'Ba3' Ratings
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Whole
Foods Market Inc. to stable from negative, and affirmed the
company's Ba3 Corporate Family Rating and the Ba3 rating of its
term loan.

The change in outlook anticipates that Whole Foods' credit metrics
will continue to improve as the company continues to generate
positive cash flow which may be used to reduce debt and internally
finance future growth.

The ratings reflect Whole Foods' high leverage and operating risk
which is greater than conventional supermarkets because of the
company's expensive fast growth strategy and focus on higher-end
products.  Ratings also reflect expectations that operating
margins and cash flow are stabilizing as the company slows growth
in the future, and that Whole Foods will remain a market leader.

These ratings were affirmed and point estimates updated:

  -- Corporate Family Rating at Ba3

  -- Probability of Default Rating at Ba3

  -- $700 million Senior Secured Term Loan due in 2012 to Ba3 (LGD
     3, 47%) from (LGD 3, 46%)

The last rating action for Whole Foods was the rating confirmation
and change in outlook to negative on March 4, 2009.

Whole Foods Market, headquartered in Austin, Texas, is a leading
supermarket retailer which emphasizes natural and organic foods.
The company has 286 stores in the U.S., Canada and U.K., and had
approximately $8 billion in revenues over the last 12 months.


WILKES BASHFORD: Files for Bankruptcy After Closing Two Shops
-------------------------------------------------------------
Sajid Farooq at NBC Bay Arena reports that Wilkes Bashford files
for bankruptcy after shutting down operations of its two stores
and laying off 18 employees.

Mr. Farooq relates that the filing was made to protect the company
as it sells it assets to Ed Mitchell West LLC.  The company would
continue to sell high end clothes in San Francisco and Palo Alto,
California, he adds.


WILLIAM CARTER: Moody's Reviews 'Ba2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service placed all ratings of William Carter
Company Inc. (a wholly owned subsidiary of Carter's Inc.) on
review for possible downgrade.  LGD assessments are subject to
change.

The rating action follows from the company's announcement that,
following a review by management of issues identified with respect
to the timing of recognizing margin support agreements and the
associated historical accounting treatment, it has concluded that
the previously issued financial statements for the fiscal years
2004 through 2008 and the fiscal quarters from September 29, 2007,
through July 4, 2009, should no longer be relied upon.

Moody's review will focus on Carter's ongoing review into these
matters, the steps taken to remediate identified control
deficiencies, and the magnitude of the impact of any restatement
on its financial statements.  Moody's review will also consider
any impact these events have on the company's liquidity should
there be any need to address covenants or other terms of the
company's financing agreements.

These ratings were placed on review for possible downgrade, LGD
assessments are subject to change.

William Carter Company

  -- Corporate Family Rating at Ba2
  -- Probability of Default Rating at Ba3
  -- Sr.  Secured Credit Facilities at Ba2 (LGD 2, 28%)

Moody's last rating action on Carter's Inc. was on September 15,
2009, when the company's Corporate Family was upgraded to Ba2 from
Ba3.

Headquartered in Atlanta, Georgia, The William Carter Company is a
leading marketer of branded apparel product for infants and young
children under the Carter's and OshKosh brands.


WILLIAM LYON HOMES: Reports $11,637,000 Net Loss for Q3 2009
------------------------------------------------------------
William Lyon Homes reported a net loss of $11,637,000 for the
three months ended September 30, 2009, compared to net loss of
$41,096,000 for the comparable period a year ago.  Consolidated
operating revenue decreased 34% to $67,213,000 for the three
months ended September 30, 2009 as compared to $102,168,000 for
the comparable period a year ago.

The Company reported a net loss for the nine months ended
September 30, 2009 of $41,251,000 compared to net loss of
$80,832,000 for the comparable period a year ago. Consolidated
operating revenue decreased 44% to $213,959,000 for the nine
months ended September 30, 2009, as compared with $379,694,000 for
the comparable period a year ago.

As of September 30, 2009, the Company had $738,740,000 in total
assets against $597,784,000 in total liabilities.

The Company incurred impairment losses on real estate assets of
$21,910,000 for the three months ended September 30, 2008 with no
comparable amount in the 2009 period. During the nine months ended
September 30, 2009 and 2008, the Company incurred impairment
losses on real estate assets of $24,171,000 and $68,028,000,
respectively. The impairments were primarily attributable to
slower than anticipated home sales and lower than anticipated net
revenue due to depressed market conditions in the housing
industry. The future undiscounted cash flows estimated to be
generated were determined to be less than the carrying amount of
the assets. Accordingly, the real estate assets were written-down
to their estimated fair value.

On October 20, 2009, the Company entered into a Senior Secured
Term Loan Agreement that provides a first lien secured loan of up
to $206 million, secured by substantially all of the assets of the
Company (excluding stock in William Lyon Homes, Inc., the
Borrower) and certain wholly-owned subsidiaries. The net proceeds
of the $131 million first installment of the loan were used to
repay the Company's revolving credit facilities and to repurchase,
in a privately negotiated transaction, $72,511,000 principal
amount of its outstanding Senior Notes at a cost of approximately
$50,757,000 plus accrued interest. The Company expects to use the
remaining proceeds from the first and second installments for
general corporate purposes and opportunistic land acquisition.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4931

William Lyon Homes -- http://www.lyonhomes.com/-- is primarily
engaged in the design, construction and sales of single-family
detached and attached homes in California, Arizona and Nevada and
at September 30, 2009 had 21 sales locations.  The Company's
corporate headquarters are located in Newport Beach, California.

                           *     *     *

As reported by the Troubled Company Reporter on November 3, 2009,
Standard & Poor's Ratings Services lowered its issue rating on
William Lyon Homes' senior unsecured notes to 'D' from 'CC'.  S&P
also revised its recovery rating to '6', which indicates its
expectation for negligible (0%-10%) recovery, from '5', which
indicated S&P's expectation for a modest (10%-30%) recovery.  At
the same time, S&P placed its 'CCC-' corporate credit rating on
the privately held homebuilder on CreditWatch with positive
implications.

"S&P lowered its rating on William Lyon's senior unsecured notes
after the Newport Beach, Calif.-based homebuilder repurchased
certain of its notes at a large discount to their face value,
which S&P viewed as tantamount to default under its criteria for
exchange offers and similar restructurings," said credit analyst
James Fielding.  "S&P revised its recovery rating because the
company obtained a new secured loan commitment that could diminish
the recovery prospects for unsecured creditors.  However, the new
loan bolsters liquidity, in S&P's view, and it appears that
several of the company's key housing markets are firming."

S&P will resolve its CreditWatch placement after the company
releases its third-quarter earnings and after we've had the
opportunity to discuss near-term capital plans with this privately
held company's management team.  S&P would raise its corporate
credit rating one notch, to 'CCC', if the company appears likely
to maintain capacity to repay its near-term obligations and
indicates that operating pressures continued to ease in the third
quarter.  However, S&P will maintain its 'D' ratings on the notes
until S&P is reasonably comfortable that additional discounted
repurchases are unlikely.


* Nine U.S. States Face Budget Crisis, Pew Center Says
------------------------------------------------------
Public policy research group The Pew Center on the States said in
a report that that Arizona, Florida, Illinois, Michigan, Nevada,
New Jersey, Oregon, Rhode Island and Wisconsin are at grave risk
of facing similar fiscal strains that brought California on the
brink of insolvency.

While California often takes the spotlight, other states are
facing hardships just as daunting," said Susan Urahn, managing
director of the Washington, D.C.-based center.  "Decisions these
states make as they try to navigate the recession will play a role
in how quickly the entire nation recovers."

The states are dealing with declining tax revenue, resurgent
deficits and increasing unemployment and home foreclosure rates,
the report said.  According to the report, all but New Jersey,
Illinois and Wisconsin also have been hampered by a rule requiring
a two-thirds legislative vote to approve tax increases.


* Prepackaged Bankruptcies Climbing, Have Offered More Recovery
---------------------------------------------------------------
According to Bloomberg News, as defaults soar above 200 this year,
companies of financially distressed companies like RH Donnelley
Corp. and Accuride Corp. have been working with company executives
to arrange prepackaged bankruptcies.  The prepackaged
bankruptcies, according to Moody's, are allowing investors to
recoup 5% more of their money on average than in standard filings.
The pre-arranged filings between lenders and management are up 26-
fold in the past two years, Moody's data show.

"In this economic melee, if they didn't get proactive and didn't
have sufficient and appropriate information, committees do run the
risk of being directed by what a debtor wants as opposed to what
they should be getting out of the company," said Kevin Lavin, a
senior managing director at FTI Consulting in New York who
specializes in restructurings.

Corporate defaults have almost tripled this year to 239 issuers,
compared with 82 in 2008, Standard & Poor's said last week in a
report. T he 12-month forecast for U.S. high-yield bond failures
is 6.9 percent, the ratings company said last month.

An analysis of 167 prepackaged bankruptcies from 1989 through
April 2009 by Moody's shows a 54.6% recovery rate from prepackaged
bankruptcies, compared with 49.4% for a standard filing. There
have been 26 pre-packaged bankruptcies this year through July 31,
compared with 1 in 2007, according to Moody's.

Law360 reports that prepackaged Chapter 11 filings for public
companies have risen sharply in 2009, with 30 prepackaged
bankruptcies filed to date compared with 10 during the same time
in 2008, according to a newly released report.



* Va. Atty. General William Mims to Join Hunton & Williams
----------------------------------------------------------
Hunton & Williams LLP today announced Virginia Attorney General
William C. Mims will become a partner of the firm when he leaves
office in January 2010.  Mr. Mims will join the firm in Washington
and Richmond in the administrative law group, government relations
practice.  "We are privileged to have someone of Bill's caliber
join our firm," said Wally Martinez, the firm's managing partner.
"Bill will be representing clients whose interests are affected by
the legislative and executive branches of various state
governments and the federal government, particularly in health
care, competition, consumer protection, and energy."

Mims has a long history of service to the Commonwealth of
Virginia.  He recently was named co-chair of Governor-elect Bob
McDonnell's transition team. Prior to his role as Virginia's
Attorney General, Mr. Mims served as Chief Deputy Attorney General
from January 2006 until February 2009, in the Virginia Senate from
1998 to 2005, and in the Virginia House of Delegates from 1992 to
1997.  He also served on Capitol Hill as Chief of Staff to
Congressman Frank Wolf (R-Va). He holds law degrees from
Georgetown University and George Washington University.

"I am pleased to be joining Hunton & Williams," said Mims. "I look
forward to serving clients in Virginia, Washington, and
nationwide. The firm's core values of excellence, integrity, and
public service provide an excellent work culture."

The Hunton & Williams government relations team is comprised of
lawyers and legislative professionals representing clients'
interests at all levels of local, regional, national, and cross-
border governing bodies in the United States and abroad.  Members
of the team include a former attorney general of Virginia, a
former member of the United States House of Representatives,
former legislators, former Cabinet and sub-Cabinet officials,
former counsel to congressional committees, and lawyers whose
legal careers have focused on legislation, administrative, and
regulatory matters.

                   About Hunton & Williams

Hunton & Williams LLP -- http://www.hunton.com.-- provides legal
services to corporations, financial institutions, governments and
individuals, as well as to a broad array of other entities.  Since
its establishment more than a century ago, Hunton & Williams has
grown to nearly 1,000 lawyers serving clients in 100 countries
from 18 offices around the world.


* Seasoned Restructuring Executives Launch Eaglepoint Advisors
--------------------------------------------------------------
Eaglepoint Advisors, LLC, disclosed its formation.  The firm is
headed by two veteran CEOs who have successfully managed a number
of high-profile distressed companies and a seasoned financial
restructuring expert.  Collectively they have completed over 140
restructurings.

Eaglepoint Advisors has partnered with Kurt Salmon Associates, a
74-year-old global management consulting firm with over 400
professionals and an unparalleled reputation in the consumer
sector.

"The decision to partner with Eaglepoint was an easy one," said
John Karonis, president of KSA's Retail and Consumer Products
Group.  "We both share unparalleled experience, expertise and
commitment to consumer-sector businesses, and our combination
creates a very strong portfolio of services for a broad range of
clients."

Eaglepoint's ability to access KSA's global network of more than
400 consulting professionals provides it with sufficient scale to
quickly and seamlessly turn around consumer-sector businesses,
regardless of size or complexity.

"Our approach builds on decades of industry and turnaround
expertise, a hands-on leadership style and the innovative
financial solutions we bring to every situation," said David
Chamberlain, senior managing partner.  "When you hire us, you get
us. One of Eaglepoint's senior managing partners leads every
assignment.  There is no 'B' team."

"Not only can we help smaller companies where there is a lack of
access to the type of senior-level advice we provide, but we can
also take on larger situations using KSA's deep reservoir of
talent," said Peter Harris, senior managing partner.

"There is not an aspect of the restructuring or bankruptcy process
we have not seen," said Joe Alouf, senior managing partner. "We've
run companies, served on boards of directors and chaired high-
profile creditors' committees.  Every company we work with
benefits from this firsthand knowledge."


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
In Re Allen Martin Schwartz
   Maria Asuncion
  Bankr. D. Nev. Case No. 09-30573
     Chapter 11 Petition filed October 29, 2009
        See http://bankrupt.com/misc/nvb09-30573.pdf

In Re UW of North Carolina, LLC
   dba University Wellness of North Carolina
   dba UW of North Carolina
   dbaImpact Athletics
  Bankr. N.J. Case No. 09-39327
     Chapter 11 Petition filed October 31, 2009
        See http://bankrupt.com/misc/njb09-39327.pdf

In Re Albert Francis Naticchioni
  Bankr. E.D. Calif. Case No. 09-43932
     Chapter 11 Petition filed November 2, 2009
        Filed as Pro Se

In Re David Pilkington
  Bankr. N.D. Calif. Case No. 09-70460
     Chapter 11 Petition filed November 2, 2009
        See http://bankrupt.com/misc/nmb09-15020.pdf
        Filed as Pro Se

In Re N43EF, LLC
  Bankr. N.D. Ga. Case No. 09-89130
     Chapter 11 Petition filed November 2, 2009
        See http://bankrupt.com/misc/ganb09-89130.pdf

In Re The Honolulu Medical Group, Inc.
  Bankr. Hawaii Case No. 09-02566
     Chapter 11 Petition filed November 2, 2009
        See http://bankrupt.com/misc/hib09-02566.pdf

In Re Anthony St. Bernard
  Bankr. E.D. Mich. Case No. 09-73909
     Chapter 11 Petition filed November 2, 2009
        See http://bankrupt.com/misc/mieb09-73909.pdf

In Re View Cleveland LLC
    dba View Ultra-Lounge and Night Club
    dba viewnightclub.com
  Bankr. N.D. Ohio Case No. 09-55035
     Chapter 11 Petition filed November 2, 2009
        See http://bankrupt.com/misc/ohnb09-55035.pdf

In Re Laguna Diamond LLC
  Bankr. C.D. Calif. Case No. 09-22112
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/cacb09-22112.pdf

In Re Mark Steven Slattery
    dba Twin Cities Manufacturing
   Pamela Jean Slattery
    dba Twin Cities Manufacturing
  Bankr. C.D. Calif. Case No. 09-36545
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/cacb09-36545.pdf

In Re Bijendra Prasad
    dba M and B Minit Mart
   Malti Kalidin
    dba M and B Minit Mart
  Bankr. E.D. Calif. Case No. 09-93545
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/caeb09-93545.pdf

In Re Sagebrush Mountain Village, LLC
  Bankr. Colo. Case No. 09-33476
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/cob09-33476.pdf

In Re Constantin Ardelean
  Bankr. S.D. Fla. Case No. 09-34267
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/flsb09-34267.pdf

In Re 1601 West Sunnyside Drive #106, LLC
   c/o Jim Balarezo
  Bankr. Idaho Case No. 09-41733
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/idb09-41733.pdf

In Re Choops Restaurant Group, LLC
   Bankr. N.D. Ill. Case No. 09-41754
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/ilnb09-41754.pdf

In Re Gregory C. Early, Jr.
   Nicole D. Early
  Bankr. Md. Case No. 09-31263
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/mdb09-31263.pdf

In Re L & P Rosen Enterprises, LLC
      dba Gymboree Play & Music
  Bankr. Md. Case No. 09-31258
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/mdb09-31258p.pdf
        See http://bankrupt.com/misc/mdb09-31258c.pdf

In Re Donato Joseph Dandreo, III
   aka Daniel Joseph Dandreo, III
  Bankr. Mass. Case No. 09-20642
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/mab09-20642.pdf
        Filed as Pro Se

In Re Scenic Village Townhomes, LLC
  Bankr. W.D. N.Y. Case No. 09-22927
     Chapter 11 Petition filed November 3, 2009
        Filed as Pro Se

In Re M.C. Painting Corporation
  Bankr. E.D. Pa. Case No. 09-18478
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/paeb09-18478.pdf

In Re BBRM 141 Second Street LLC
      dba Pizza Joe's
      dba McMonagles
      dba PJ McMonagles
      dba Pizza Joe's 6 Packs
  Bankr. W.D. Pa. Case No. 09-28166
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/pawb09-28166.pdf

In Re Tag Enterprise
  Bankr. W.D. Tenn. Case No. 09-32260
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/tnwb09-32260.pdf

In Re Debt Relief of America, LP
  Bankr. N.D. Texas Case No. 09-37589
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/txnb09-37589.pdf

In Re Estate of William E. Simpkins
  Bankr. N.D. Texas Case No. 09-47079
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/txnb09-47079.pdf

In Re New Vision Value Homes Inc.
  Bankr. N.D. Texas Case No. 09-47087
     Chapter 11 Petition filed November 3, 2009
        See http://bankrupt.com/misc/txnb09-47087.pdf
        Filed as Pro Se

In Re Real Pros, LLC
      fka Real Pros Inc
  Bankr. S.D. Texas. Case No. 09-38485
     Chapter 11 Petition filed November 3, 2009
        Filed as Pro Se

In Re Francisco J. Santos
   Leticia Santos
  Bankr. Ariz. Case No. 09-28412
     Chapter 11 Petition filed November 4, 2009
        See http://bankrupt.com/misc/azb09-28412.pdf

In Re Richard Coatney
  Bankr. C.D. Calif. Case No. 09-24682
     Chapter 11 Petition filed November 4, 2009
        See http://bankrupt.com/misc/cacb09-24682.pdf
        Filed as Pro Se

In Re Celio Vicente
   Sonia Vicente
  Bankr. Mass. Case No. 09-20694
     Chapter 11 Petition filed November 4, 2009
        See http://bankrupt.com/misc/mab09-20694.pdf

In Re Moulton Concrete, LLC
  Bankr. N.H. Case No. 09-14345
     Chapter 11 Petition filed November 4, 2009
        See http://bankrupt.com/misc/nhb09-14345.pdf

In Re City Center at Des Moines, LLC
  Bankr. Ore. Case No. 09-39215
     Chapter 11 Petition filed November 4, 2009
        See http://bankrupt.com/misc/orb09-39215.pdf

In Re Rajkumar Vijaya Guttha
   Sanghamitra Guttha
  Bankr. E.D. Pa. Case No. 09-18500
     Chapter 11 Petition filed November 4, 2009
        See http://bankrupt.com/misc/paeb09-18500.pdf

In Re Jeffrey Bowen Tanner
   Lauralea Jeanette Tanner
    aka Lauralea Jeanette Dorman
  Bankr. M.D. Tenn. Case No. 09-12778
     Chapter 11 Petition filed November 4, 2009
        See http://bankrupt.com/misc/tnmb09-12778.pdf

In Re Javier Estrada, Inc.
  Bankr. S.D. Texas Case No. 09-50324
     Chapter 11 Petition filed November 4, 2009
        See http://bankrupt.com/misc/txsb09-50324.pdf

In Re William McClendon
     Zenith L. McClendon
  Bankr. N.D. Ala. Case No. 09-84529
     Chapter 11 Petition filed November 5, 2009
        See http://bankrupt.com/misc/alnb09-84529.pdf

In Re Paul Hamilton Investments, Inc.
  Bankr. S.D. Ala. Case No. 09-15182
     Chapter 11 Petition filed November 5, 2009
        See http://bankrupt.com/misc/alsb09-15182.pdf

In Re 2nd Ave Lighting Inc.
  Bankr. Ariz. Case No. 09-28529
     Chapter 11 Petition filed November 5, 2009
        See http://bankrupt.com/misc/azb09-28529.pdf

In Re Rockmovers Inc.
  Bankr. D. Ariz. Case No. 09-28549
     Chapter 11 Petition filed November 5, 2009
        See http://bankrupt.com/misc/azb09-28549.pdf

In Re Garfield Avenue Self Storage, LLC
  Bankr. C.D. Calif. Case No. 09-22208
     Chapter 11 Petition filed November 5, 2009
        See http://bankrupt.com/misc/cacb09-22208.pdf

In Re Damien H. Gilliams
  Bankr. S.D. Fla. Case No. 09-34429
     Chapter 11 Petition filed November 5, 2009
        Filed as Pro Se

In Re Mastercare Shutter Corporation
  Bankr. S.D. Fla. Case No. 09-34465
     Chapter 11 Petition filed November 5, 2009
        See http://bankrupt.com/misc/flsb09-34465.pdf

In Re Factor Dynamics, Inc.
  Bankr. E.D. N.Y. Case No. 09-78482
     Chapter 11 Petition filed November 5, 2009
        See http://bankrupt.com/misc/nyeb09-78482.pdf

In Re Lanzut Equities, LLC.
  Bankr. S.D. N.Y. Case No. 09-24087
     Chapter 11 Petition filed November 5, 2009
        Filed as Pro Se

In Re Michael Jacob Waltz
  Bankr. M.D. Pa. Case No. 09-08671
     Chapter 11 Petition filed November 5, 2009
        See http://bankrupt.com/misc/pamb09-08671.pdf

In Re BrookEdge Village LLC
  Bankr. R.I. Case No. 09-14385
     Chapter 11 Petition filed November 5, 2009
        See http://bankrupt.com/misc/rib09-14385.pdf

In Re Global Response Technologies
  Bankr. Utah Case No. 09-32355
     Chapter 11 Petition filed November 5, 2009
        Filed as Pro Se

In Re Saratoga Food Group OMNI 9, LLC
  Bankr. E.D. Va. Case No. 09-74660
     Chapter 11 Petition filed November 5, 2009
        See http://bankrupt.com/misc/vaeb09-74660.pdf

In Re Saratoga Food Group Omni 10, LLC
  Bankr. E.D. Va. Case No. 09-51810
     Chapter 11 Petition filed November 5, 2009
        See http://bankrupt.com/misc/vaeb09-51810.pdf

In Re Coastal Produce Inc.
      dba Coastal Meats & Produce
  Bankr. S.D. Ala. Case No. 09-15197
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/alsb09-15197.pdf

In Re Nettles Wood Producers, LLC
  Bankr. S.D. Ala. Case No. 09-15210
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/alsb09-15210.pdf

In Re 3504 De Poe LLC
  Bankr. D. Ariz. Case No. 09-28606
     Chapter 11 Petition filed November 6, 2009
        Filed as Pro Se

In Re Pantaleon Grande, LLC
  Bankr. D. Ariz. Case No. 09-28665
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/azb09-28665.pdf

In Re REVMF Entertainment, LLC
      dba Catch 22 Sports Grill
  Bankr. D. Ariz. Case No. 09-28628
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/azb09-28628.pdf

In Re Akshar Inc. of North Florida
      dba Days Inn
      dba Days Inn of Jasper, Florida
  Bankr. M.D. Fla. Case No. 09-09438
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/flmb09-09438.pdf

In Re DRSRJ Development, LLC
  Bankr. M.D. Fla. Case No. 09-25582
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/flmb09-25582.pdf

In Re John C. Green
  Bankr. M.D. Fla. Case No. 09-25566
     Chapter 11 Petition filed November 6, 2009
        Filed as Pro Se

In Re SJ Realty Group, LLC
      dba Tampa Truck Stop
      dba Citgo Auto/Truck Plaza
      dba 301 Truck Stop
  Bankr. M.D. Fla. Case No. 09-25581
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/flmb09-25581.pdf

In Re Tateram Dinanath
      Indrani Manbahal
  Bankr. M.D. Fla. Case No. 09-16997
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/flmb09-16997.pdf

In Re T.I.D. Services, Inc.
  Bankr. M.D. Fla. Case No. 09-16998
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/flmb09-16998.pdf

In Re City Center Services Corporation, Inc.
  Bankr. D. Kan. Case No. 09-23765
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/ksb09-23765.pdf

In Re Shawnee Village Associates, L.P., a Kansas limited
partnership
  Bankr. Kan. Case No. 09-23764
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/ksb09-23764.pdf

In Re 210 Restaurant Corp.
  Bankr. N.J. Case No. 09-40001
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/njb09-40001.pdf

In Re Mauro R. Piccininni
     Joanne C. Piccininni
  Bankr. S.D.N.Y. Case No. 09-24095
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/nysb09-24095.pdf

In Re Nancy Murphy-Rodgers
      fka Nancy Murphy
  Bankr. D. Nev. Case No. 09-31183
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/nvb09-31183.pdf

In Re Westside Development Group, LLC
  Bankr. Nev. Case No. 09-31147
     Chapter 11 Petition filed November 6, 2009
        Filed as Pro Se

In Re Kalibi Properties, LLC
  Bankr. E.D. N.C. Case No. 09-09729
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/nceb09-09729.pdf

In Re Odin J. Beveridge
     Mary S. Beveridge
  Bankr. E.D. N.C. Case No. 09-09734
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/nceb09-09734.pdf

In Re TBG Development, LLC
  Bankr. W.D. N.C. Case No. 09-33113
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/ncwb09-33113.pdf

In Re Tarnel USA, Inc.
  Bankr. N.D. Case No. 09-31310
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/ndb09-31310.pdf

In Re Irene Louise Stevens
  Bankr. M.D. Tenn. Case No. 09-12850
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/tnmb09-12850.pdf

In Re Automatics, LLC
  Bankr. N.D. Texas Case No. 09-37634
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/txnb09-37634.pdf

In Re Saratoga Food Group LLC
  Bankr. E.D. Va. Case No. 09-74675
     Chapter 11 Petition filed November 6, 2009
        See http://bankrupt.com/misc/vaeb09-74675.pdf

In Re Carpal Tunnel Clinic, LLC
       dba Neuro-Diagnostic Clinics
  Bankr. W.D. Texas Case No. 09-13203
     Chapter 11 Petition filed November 8, 2009
        See http://bankrupt.com/misc/txwb09-13203.pdf

In Re Aero Precision Manufacturing, Inc.
      dba Aero Metals
      dba Aero Consultants
  Bankr. D. Ariz. Case No. 09-28683
     Chapter 11 Petition filed November 9, 2009
        Filed as Pro Se

In Re Freeport Distribution, Inc.
  Bankr. D. Ariz. Case No. 09-28684
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/azb09-28684.pdf

In Re Freeport Logistics, Inc.
  Bankr. D. Ariz. Case No. 09-28680
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/azb09-28680.pdf

In Re MTC Leasing, L.L.C.
  Bankr. D. Ariz. Case No. 09-28752
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/azb09-28752.pdf

In Re Philip Alan Seddon
     Cynthia Louise Seddon
       aka Cynthia Wyckoff
  Bankr. C.D. Calif. Case No. 09-36972
     Chapter 11 Petition filed November 8, 2009
        See http://bankrupt.com/misc/cacb09-36972.pdf

In Re Chandana Basu
  Bankr. C.D. Calif. Case No. 09-36985
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/cacb09-36985.pdf

In Re Jimmy Tomicic
  Bankr. C.D. Calif. Case No. 09-41161
     Chapter 11 Petition filed November 9, 2009
        Filed as Pro Se

In Re Snowtime Holdings, Inc.
  Bankr. C.D. Calif. Case No. 09-36997
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/cacb09-36997.pdf

In Re Ershad Ali
      aka Ali Ershad
     Shabana Ershad
  Bankr. E.D. Calif. Case No. 09-44434
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/caeb09-44434.pdf

In Re Denise J. Martin
       dba Florida Railroad & Lumber Co., LLC
  Bankr. N.D. Fla. Case No. 09-10567
     Chapter 11 Petition filed November 9, 2009
        Filed as Pro Se

In Re R.G. Enterprises, L.L.C.
  Bankr. W.D. La. Case No. 09-51651
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/lawb09-51651.pdf

In Re CDDM Corporation
  Bankr. W.D. Mich. Case No. 09-13226
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/miwb09-13226.pdf

In Re Douglas M. Smith
      Linda L. Smith
  Bankr. E.D. Mo. Case No. 09-20571
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/moeb09-20571.pdf

In Re Kidwell Family Co., L.P.
  Bankr. W.D. Mo. Case No. 09-22364
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/mowb09-22364.pdf

In Re Joan Ethelyn Warren
       aka Brook View Estates, LLC
       aka Pool Toyz
       aka Druid Development, LLC
       aka Sinclair Whitworth, LLC represented by Joan Ethelyn
Warren
  Bankr. D. N.J. Case No. 09-40100
     Chapter 11 Petition filed November 9, 2009
        Filed as Pro Se

In Re Superior Maintenance of Westchester, Inc.
        dba Tri-State Maintenance Corporation
  Bankr. S.D.N.Y. Case No. 09-24105
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/nysb09-24105.pdf

In Re Geneva Group, LLC
  Bankr. D. Ore. Case No. 09-39304
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/orb09-39304.pdf

In Re Colonial Paving & Concrete Co.
  Bankr. E.D. Va. Case No. 09-19229
     Chapter 11 Petition filed November 9, 2009
        See http://bankrupt.com/misc/vaeb09-19229.pdf

In Re SB Real Holdings, LLC
   Bankr. Ariz. Case No. 09-28899
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/azb09-28899.pdf

In Re Nutec Enterprises, Inc.
       dba Prudential California Realty
   Bankr. C.D. Calif. Case No. 09-25046
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/cacb09-25046.pdf

In Re Isaias Ayala Aguilar
        dba Tacos La Playita
      Angelica Garcia
   Bankr. N.D. Calif. Case No. 09-13720
      Chapter 11 Petition filed November 5, 2009
         See http://bankrupt.com/misc/canb09-13720.pdf

In Re Edward Emanuel Parker
   Bankr. M.D. Fla. Case No. 09-09515
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/flmb09-09515.pdf

In Re Summit Charter Schools, Inc.
   Bankr. M.D. Fla. Case No. 09-17170
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/flmb09-17170.pdf

In Re Rothstein Rosenfeldt Adler, PA
   Bankr. S.D. Fla. Case No. 09-34791
      Chapter 11 Petition filed November 10, 2009
         Filed as Pro Se

In Re SM Success, Inc.
       dba SM Chevron Food Mart
   Bankr. N.D. Ga. Case No. 09-24789
      Chapter 11 Petition filed November 6, 2009
         See http://bankrupt.com/misc/ganb09-24789.pdf

In Re AAA Digital Imaging, Inc.
   Bankr. N.D. Ga. Case No. 09-89973
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/ganb09-89973.pdf

In Re MostChoice.com, Inc.
   Bankr. N.D. Ga. Case No. 09-90005
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/ganb09-90005.pdf

In Re TDF Properties
   Bankr. Nev. Case No. 09-31291
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/nvb09-31291.pdf

In Re All Bright Laundromat Inc.
   Bankr. E.D. N.Y. Case No. 09-49949
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/nyeb09-49949.pdf

In Re Shiptrade, Inc.
   Bankr. E.D. N.Y. Case No. 09-78584
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/nyeb09-78584.pdf

In Re Patrick Hackett Hardware Company
        dba Wisebuys Stores
        dba Hacketts
   Bankr. N.D. N.Y. Case No. 09-63135
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/nynb09-63135.pdf

In Re AAA Convenience, Inc.
       dba Uni-Mart Store #4274
   Bankr. M.D. Pa. Case No. 09-08767
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/pamb09-08767.pdf

In Re W.L.L. Partners
   Bankr. W.D. Tenn. Case No. 09-14657
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/tnwb09-14657.pdf

In Re Bossier Country LP
   Bankr. W.D. Texas Case No. 09-61303
      Chapter 11 Petition filed November 5, 2009
         See http://bankrupt.com/misc/txwb09-61303.pdf

In Re West Daniels Land Association, Inc.
   Bankr. Utah Case No. 09-32502
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/utb09-32502.pdf

In Re Tire Depot, LLC
   Bankr. N.J. Case No. 09-40213 [40205]
      Chapter 11 Petition filed November 10, 2009
         See http://bankrupt.com/misc/njb09-40213.pdf



                           *********

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.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission **