TCR_Public/091113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 13, 2009, Vol. 13, No. 314

                            Headlines


ABITIBIBOWATER INC: Edward Lumpkin Wins Bidding for Westover Mill
ABITIBIBOWATER INC: Gets Nod to Reject Woodbridge Call Pact
ABITIBIBOWATER INC: Mulls Dec. 8 Bid Deadline on Recycling Assets
ABITIBIBOWATER INC: Committee's Challenge Period Extended Dec. 6
ABITIBIBOWATER INC: S&P Withdraws 'D' Corporate Credit Rating

AFFINITY GROUP: Interest Payment Under 10-7/8% Notes Due Today
ACCURIDE CORP: Delays Filing of September 30 Quarterly Report
ADVANCED MICRO: Intel to Pay $1.25-Bil. to Settle Antitrust Suit
ADVANTA CORP: Receives NASDAQ Delisting Notice
ALL LAND INVESTMENTS: Plan Offers Building Lots to Citizens, KSJS

ALTRA HOLDINGS: Moody's Assigns 'B1' Corporate Family Rating
ALTRA HOLDINGS: S&P Assigns 'B+' Rating on $200 Mil. Senior Notes
ALTUS PHARMACEUTICALS: Files Chapter 7, Ceases Operations
AMERICAN TONERSERV: Net Loss Widens to $1,028,777 in Q3 2009
ARCLIN CANADA: S&P Withdraws 'D' Corporate Credit Rating

ARENA FOOTBALL: New League Wants to Purchase Assets for $2.5 Mil.
ARIZONA EQUIPMENT: Gets Interim Nod for Cash Collateral Use
ASSURED QUALITY: Case Summary & 11 Largest Unsecured Creditors
AVENTINE RENEWABLE: Earns $13.9 Million in Third Quarter
BAYOU GROUP: Confirmation Hearing for Liquidating Plan on Dec. 21

BEAR STEARNS: Acquittals Hit DOJ Subprime Mess Moves
BEAR STEARNS: BofA Amend Suit Against Cioffi & Tannin
BIGLER LP: Has Interim Nod to Use $498,000 of Cash Collateral
BLM AIR CHARTER: Madoff Business Jet Sent to Bankruptcy
BLOCKBUSTER INC: Posts $114.1MM Q3 Net Loss; May Close 115 Stores

BOSTON BAY: Going Concern Doubt Raised
CALIFORNIA COASTAL: Asks Court OK to Use Cash Collateral
CANWEST GLOBAL: Angelo Gordon Buying Canwest Bonds
CANWEST GLOBAL: Retirees Stage Protest on Severance Issue
CARTER'S INC: S&P Puts 'BB+' Rating on CreditWatch Negative

CENTENNIAL COMMUNICATIONS: Moody's Lifts Corporate Rating to 'Ba3'
CHIYODA AMERICA: Parent Retains Ownership Under Confirmed Plan
CHRYSLER LLC: GMAC to Extend Dealer Floorplans
CHRYSLER LLC: IPO May Value New Chrysler at $8 Bil. Says Citi
CHRYSLER LLC: Returns $5.5MM Bonds to Indiana County

CIFG GUARANTY: Moody's Cuts Insurance Strength Ratings to 'Ca'
CIRCUIT CITY: Facing Multiple Objections to Amended Plan
CIRCUIT CITY: Time to Remove Actions Moved to Jan. 4
CIRCUIT CITY: Has Deal With Prepetition Lenders on Claims
CIT GROUP: Bankr. Filing Triggers Acceleration of Debt

CIT GROUP: NYSE Suspends Trading of CIT-Issued Securities
CIT GROUP: CIT Australia Bondholders Amend A$300MM Public Debt
CLEARWIRE COMMUNICATIONS: Moody's Assigns 'B3' Rating on Offering
CLIFFORD PAUL GROSS: Case Summary & 20 Largest Unsecured Creditors
COACHMEN INDUSTRIES: Changes Name to All American Group

COACHMEN INDUSTRIES: HIG Capital Discloses Equity Stake
CREATIVE CHOICE: In Default on Mortgage Notes
CRM HOLDINGS: Receives Non-Compliance Notice From NASDAQ
CRUCIBLE MATERIALS: Reaches Settlement with Steelworkers Union
CRUSADER ENERGY: SandRidge Drops Out of Bidding for Assets

CRUSADER ENERGY: Has Nod to Sell Some Properties to Gunn Oil
DEQUEEN GENERAL: Buyer Did Not Breach Asset Purchase Agreement
DISH NETWORK: Dividend Distribution Won't Move Moody's Ba3 Rating
DOLLAR THRIFTY: S&P Raises Corporate Credit Rating to 'B-'
DUANE READE: Files Final Prospectus for Exchange Offer

EMERGENCY MEDICAL: S&P Raises Corporate Credit Rating to 'BB'
ENERGY FUTURE: Debt Swap Fails, Deals Blow to Owners
ERICKSON RETIREMENT: Proposes More Protection to Deposits
ERICKSON RETIREMENT: Hearing on Sec. 333 Ombudsman Nov. 18
ESCADA AG: U.S. Unit Seeks Removal Period Until Feb. 10

ESCADA AG: U.S. Unit to Reject 4 Chicago & SOHO Store Leases
FAIRPOINT COMMUNICATIONS: Noteholders Withdraw Request
FLEETWOOD ENTERPRISES: Court OKs Sale of Assets to Keystone RV
FOUNTAIN POWERBOATS: Creditor Wants to File "Superior" Plan
FOURTH QUARTER PROPERTIES: Asks Court OK to Use Cash Collateral

FREEDOM COMMUNICATIONS: Creditors Panel Wants Investment Adviser
FRONTIER AIRLINES: Professionals File Final Fee Applications
FTI CONSULTING: Accelerated Buyback Won't Affect S&P's BB+' Rating
GEMCRAFT HOMES: Files Chapter 11 Petition in Baltimore
GENERAL GROWTH: PBGC, Et Al., to File Consolidate Claims

GEMCRAFT HOMES: Case Summary & 30 Largest Unsecured Creditors
GENERAL GROWTH: Stay Lifted for Bank of George to Foreclose
GENERAL GROWTH: 225 Claim Transfers for Past 30 Days
GIBRALTAR INDUSTRIES: S&P Gives Stable Outlook; Keeps ' B+' Rating
GPX INT'L: Has Deal to Sell Solid Tire Biz. to Starbright

GREATER ATLANTIC: Extends Bid to Purchase 6.50% TruPS to Nov. 16
INDEPENDENCE TAX: Has $14.6MM Partners' Deficit at Sept. 30
INTERNATIONAL COAL: S&P Gives Stable Outlook; Affirms 'B-' Rating
J2 INVESTMENTS LLC : Voluntary Chapter 11 Case Summary
JOHNSON BROADCASTING: Auction Set for Dec. 18; Bids Due Dec. 11

KAINOS PARTNERS: Wants Plan Exclusivity Until March 3
KNUTE RIFE: Files for Bankruptcy; Shuts Down Restaurants
KOCH GROUP: Seven Exits Chapter 11; Future Income to Pay Claims
LANDAMERICA FINANCIAL: Delays Filing of June and September 10-Qs
LATSHAW DRILLING: Case Summary & 20 Largest Unsecured Creditors

LDG SOUTH: BofA Wants Case Dismissed or Converted to Chapter 7
LEHMAN BROTHERS: LBI Trustee Files Report for May-Nov.
LEON GOLOMB: Selling Brooklyn Property at 335-343 Throop Ave.
LIBBEY INC: S&P Downgrades Corporate Credit Rating to 'SD'
LIFEMASTERS SUPPORTED: Files Schedules of Assets and Liabilities

MAGNACHIP SEMICONDUCTOR: Notice of Suspension of Filing Obligation
MAGNA ENTERTAINMENT: MI Dev. Has Until December 4 to Submit Bid
MALIBU ASSOCIATES: Gets Interim Court OK to Use Cash Collateral
MERISANT WORLDWIDE: Nomura Proposes Competing Plan
MERUELO MADDUX: Posts $11 Million Net Loss in Q3 2009

METCALFE & MANSFIELD: Files Chapter 15 Petition in Manhattan
MORRANT BAY: Going Concern Doubt Raised
NASDAQ OMX: Moody's Upgrades Ratings From 'Ba1'; Outlook is Stable
NCI BUILDING: Announces Put Option Notification for 2.125% Notes
NEUMANN HOMES: Plan Outline Hearing Continued to Nov. 18

NEUMANN HOMES: Lawsuit Against Municipalities to Recover Fees
NEUMANN HOMES: Gets Nod for Keating as Special Counsel
NORTEL NETWORKS: Signs New Contracts in CALA Region
NORTEL NETWORKS: Wins Gov't. Comms. Deals Across APAC Regions
NORTEL NETWORKS: CCAA Stay Extended to December 18

NORTEL NETWORKS: Regulators Give Green-Light for Avaya Sale
NORTHEAST BIOFUELS: Sunoco to Invest $20MM to Volney Ethanol Plant
NOVADEL PHARMA: Licenses NitroMist Lingual Spray to Mist
NOVADEL PHARMA: Receives $126,055 From Sale of Shares to Seaside
OTTER TAIL: Excessive Concessions Granted to Lenders, Says US Bank

OTTER TAIL: Files Schedules of Assets & Liabilities
OTTER TAIL: Wants to Employ Pemberton Sorlie as Corporate Counsel
PETTERS COMPANY: Court Establishes December 29 as Claims Bar Date
PHILADELPHIA NEWSPAPERS: District Court Delays Auction by 7 Days
PNG VENTURES: NHB Engaged as Debtor's Financial Advisors

PREMIUM PROTEIN: Files Chapter 11 in Lincoln, Nebraska
PREMIUM PROTEIN: Voluntary Chapter 11 Case Summary
PROTECTION ONE: Posts $122,000 Q3 Net Loss; Seeks Loan Amendments
PREMIUM PROTEIN: Voluntary Chapter 11 Case Summary
SAAD INVESTMENTS: Liquidators File Chapter 15 in Delaware

SEA LAUNCH: Can Access $5-Mil. of Financing on Interim
SIRIUS XM: Parsons Steps Down as Chairman; Hartenstein Gets Post
SIRIUS XM: S&P Changes Outlook to Positive; Affirms 'B-' Rating
SMART ONLINE: Sells $500,000 in Convertible Sub Notes
SOUTHSIDE STORAGE: Voluntary Chapter 11 Case Summary

SPANSION INC: To Submit Plan for Confirmation January 7
SPANSION INC: Proposes to Sell AMAT Polisher to STMicro for $2MM
SPANSION INC: Panels Liens Challenge Period Moved to Nov. 16
SPANSION INC: Won't Timely File Quarterly Report With SEC
SPRINT NEXTEL: S&P Puts 'BB' Rating on CreditWatch Negative

STANDARD MOTORS: Raises $24.2-Mil. in Shares Sale to Goldman
STANDARD MOTOR: Gabelli Funds Disclose 13.09% Equity Stake
STATION CASINOS: Lenders Opposing Exclusivity Extension
SUMMIT CHARTER: Slips Into Bankruptcy With $1 Million in Debt
TEKNI-PLEX INC: Provides Update on Colorite Accounting Probe

TOYS "R" US: Increased Note Offering Won't Affect S&P's B+ Rating
TRONOX INC: Witness Says Huntsman's Tronox Bid Historically Low
TRUE TEMPER: Files Schedules of Assets and Liabilities
TRUE TEMPER: Court OKs Extension of Schedules & Statements Filing
TXCO RESOURCES: Incurs $46.2 Million Net Loss in Q3 2009

TXCO RESOURCES: Sues Horizontal Over Interest In Texas Land
UNIFI INC: Unit Inks Yarn Purchase Agreement with Hanesbrands
UTGR INC: Trustee Objects to Deal Canceling Dog Contract
VITESSE SEMICONDUCTOR: AQR & Linden Capital Disclose Stake
VITESSE SEMICONDUCTOR: Eyes Bankruptcy if Restructuring Deal Falls

WAVE SYSTEMS: Posts $478,716 Net Loss for Third Quarter 2009
WINDSTREAM CORPORATION: Moody's Raises Corp. Family Rating to Ba2
YOUNG BROADCASTING: Sets Dec. 21 Confirmation Hearing on Plans
YRC WORLDWIDE: Tender Offer Statement Submitted to SEC
YRC WORLDWIDE: Bankruptcy Option Includes Sec. 363 Sale

* FDIC Has Final Rule Requiring Banks to Prepay Insurance Fees
* Banks Hasten to Adopt New Commercial Mortgage Loan Rules
* Distressed Companies Face Difficulties in Securing Financing

* Cadwalader Expands Real Estate Workout Practice
* Wilmington Trust Expands Global Focus in Corp Client Services

* BOOK REVIEW: American Express - The People Who Built the Great
               Financial Empire


                            *********

ABITIBIBOWATER INC: Edward Lumpkin Wins Bidding for Westover Mill
-----------------------------------------------------------------
AbitibiBowater Inc. and its units informed U.S. Bankruptcy Judge
Kevin Carey at a hearing that in accordance with the Court-
approved bidding procedures, Edwin B. Lumpkin presented an offer
to purchase their assets located in Shelby County, Alabama, at a
higher and better price than that which was offered by Freddy
Glover and Alan Wilks, as initial potential buyers.

Kent Cumberton, director of the U.S. Wood Products Division of
AbitibiBowater, disclosed that Mr. Lumpkin offered $2,650,000 for
the Assets, which exceeded the next highest bid by $250,000.

Mr. Cumberton also noted, in a separate declaration, that the
Assets are currently zoned for agricultural and industrial uses
but its highest and best use is for future speculative highway
commercial or residential development.  The Property constitutes
Bowater Alabama LLC's former Westover sawmill.

Accordingly, Judge Carey approved the Sale Contract between
Bowater Alabama and Mr. Lumpkin.  He determined that the Sale
constitutes the highest and best offer for the Assets and will
provide a greater recovery for the Debtors' creditors than would
be provided by any other available alternative.

The Debtors are authorized to transfer the Assets to the
Purchaser, free and clear of all liens, claims, interests and
encumbrances.  The Liens transferring and attaching to the
proceeds of the Sale will have the same validity and priority as
they had in the Assets immediately prior to the consummation of
the Sale.

In consideration of Wachovia Bank, National Association's
request, Judge Carey authorized the Debtors to escrow proceeds of
the Sale with an escrow agent upon terms that are reasonably
acceptable to Wachovia Bank.

The assets sold include 220 acres of real property and related
improvements of approximately 220 acres off Highway 280 outside of
Westover, Alabama.  The Property constitutes Bowater Alabama's
former Westover sawmill.  Bowater Alabama closed the sawmill
operations in November 2008 and has not operated the facilities
since.  The Assets cost the Debtors approximately $90,000 per
month in security, payroll, power and similar costs to maintain.

                     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: Gets Nod to Reject Woodbridge Call Pact
-----------------------------------------------------------
AbitibiBowater Inc. and its affiliates obtained the U.S.
Bankruptcy Court for the District of Delaware's authority to
reject a certain call agreement by and between Abitibi-
Consolidated Sales Corporation and Abitibi-Consolidated Inc., and
Woodbridge International Holdings Limited, Woodbridge
International Holdings S.A., the Woodbridge Company Limited.

Under the Amended and Restated Call Agreement, ACSC was granted
the right to purchase all of the common and preferred shares of
Augusta Newsprint Inc. from WIHL and WIHSA on or before Dec. 31,
2009, at an undisclosed purchase price determined by reference to
a formula.

ACSC and ANI jointly own Augusta Newsprint, a Georgia general
partnership that operates a newsprint mill in Augusta, Georgia.
ACSC owns 52.5% of the Partnership and is the managing partner.
ANI, a direct subsidiary of WIHL and WIHSA and an indirect
subsidiary of Woodbridge, owns the remaining 47.5% interest.

If, however, ACSC does not exercise the Call Option, each of (i)
ACSC and (ii) WIHL and WIHSA, has the right for a period of one
year, to solicit and complete (x) the sale of the Partnership as
a going concern, (y) the sale of all or substantially all of the
consolidated assets of the Partnership, or (z) a merger or other
business combination involving the ANI, Patrick A. Jackson, Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
relates.

Specifically, ACSC has one year to solicit and complete a
Transaction.  If a Transaction is not completed within that time
period, the right to solicit and complete a Transaction reverts
to WIHL and WIHSA.

In this regard, the Call Option "is out of the money," and
imposes a substantial burden on the estates by requiring that
proceeds from a Transaction in an amount far in excess of the
value of ANI's 47.5% interest be paid to WIHL and WIHSA, Mr.
Jackson tells the Court.

Judge Carey authorized the Debtors to reject the Amended and
Restated Call Agreement effective immediately.

The Rejection will not be deemed a rejection or assumption by the
Debtors of the partnership agreement originally entered into
between Abitibi-Price Corporation, Abitibi-Price Inc., Thomson
Newsprint Inc., and Thomson Newspapers Limited dated August 17,
1981, as amended, or any related agreements, the Court clarified.

In his 27-page opinion, Judge Carey noted that the Call Agreement
stands as a separate agreement from the other agreements, because
it (i) was executed at different times, (ii) relates to different
subject matters, (iii) was executed with different parties, and
(iv) contains an integration clause.

"[These] considerations, taken together, lead me to conclude that
the parties intended to, and did, make separate agreements,"
Judge Carey said.  "Therefore, the Debtors are free to move for
the rejection of the Call Agreement."

A full-text copy of Judge Carey's opinion is available for free
at http://bankrupt.com/misc/ABH_CourtMemoCallPact.pdf

Subsequently, The Woodbridge Company Limited, Woodbridge
International Holdings Limited, Woodbridge International Holdings
SA, disclosed that they are taking an appeal of Judge Carey's
ruling to the U.S. District Court for the Southern District of
New York.

                     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: Mulls Dec. 8 Bid Deadline on Recycling Assets
-----------------------------------------------------------------
AbitibiBowater Inc. and its units seek permission from the U.S.
Bankruptcy Court for the District of Delaware to sell Abitibi-
Consolidated Corporation's recycling assets and related
liabilities to Waste Management Recycle America, L.L.C., subject
to higher and better bids.

ACC manages AbitibiBowater's North American recycling division.
The Recycling Division manages over two million tons of recyclable
material per year, principally old newsprint, magazines, and
corrugated cardboard.  It operates in the collection and
processing group segments.  The Collection and Processing Group
owns three material recovery facilities or MRFs in Texas.

After a thorough evaluation of its business structure, ACC has
determined to exit the recycling processing business so it can
focus principally on the collection and brokerage of recovered
materials and subsequently started to solicit bids for the sale
of the MRFs and related assets, and transition its processing
employees along with those Assets, Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
relates.

After negotiating with a number of parties, ACC determined that
Waste Management offered the best price for the MRFs as well as a
processing agreement on favorable terms that comports with the
Recycling Division's business objectives.  Specifically, Waste
Management desires to purchase the Acquired Assets for
$12,050,000, and enter into the Processing Agreement.

A full-text copy of the terms of Waste Management APA and
Processing Agreement is available for free at:

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

To maximize value that might be realized for the Recycling
Assets, the Debtors aver that they intend to aggressively solicit
potential purchasers for the Assets in accordance with these
proposed bidding procedures:

  (1) Only Qualified Bidders may participate in the Auction.  To
      qualify as a "Qualified Bidder," a bidder must (i) execute
      an appropriate confidentiality agreement acceptable to the
      Debtors, and (ii) submit a "Qualified Bid" by the Bid
      Deadline, which the Debtors propose to be established no
      later than December 8, 2009 at 12:00 p.m. Eastern Time.

      To constitute a Qualified Bid, a bid must, among other
      things, (i) include economic benefits in excess of the sum
      of the Proposed Buyer's bid, (ii) contain mark-ups of the
      APA and the Processing Agreement that reflect the bidder's
      proposed changes, (iii) identify the potential bidder,
      (iv) provide evidence of the bidder's ability to perform
      its obligations under the Processing Agreement, and (v)
      include the Qualified Bidder's Good Faith Deposit or an
      amount equal to 5% of the cash purchase price.

  (3) If a Qualified Bid other than Waste Management's Bid is
      timely received, an Auction will be conducted at the
      offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP,
      at 1285 Avenue of the Americas, in New York, commencing on
      December 14, 2009 at 10:00 a.m. Eastern Time.

  (4) At the start of the Auction, the Debtors will advise all
      Qualified Bidders of what they believe to be the highest
      or otherwise best Qualified Bid with respect to the
      Acquired Assets.  Only Qualified Bidders are eligible to
      participate in the Auction.  The Official Committee of
      Unsecured Creditors and their counsel and advisors will be
      permitted to attend the Auction.

      Bidding at the Auction will begin with an initial minimum
      overbid of the Highest Qualified Bid for a consideration
      of at least $750,000 and will subsequently continue in
      $250,000 increments or other minimum increments as the
      Debtors determine.

  (5) Any bidder submitting a Qualified Bid may appear and
      submit its highest or best bid at the Auction.  The
      Debtors may adjourn the Auction without further notice by
      announcement at the Auction.  However, if no Qualified Bid
      other than the Qualified Bid by Proposed Buyer is timely
      received, the Debtors will not conduct an Auction and
      instead may present Waste Management's Qualified Bid to
      the Court for approval at a sale hearing, which the
      Debtors propose to be held on December 16, 2009 at 11:00
      a.m. prevailing Eastern Time.

The Debtors further seek the Court's permission to reimburse
Waste Management, as the proposed buyer, of:

  (1) its actual out-of-pocket costs and expenses reasonably
      incurred, up to a cap of $150,000, in connection with the
      proposed Sale if the Sale does not close for reasons
      outside the control of Waste Management, including the
      consummation of a bid with an alternative bidder; and

  (2) a Break-Up Fee in the amount of $350,000 upon the closing
      of an Alternate Transaction.

Payment of the Expense Reimbursement or the Break-Up Fee will be
made concurrently with the consummation of the Alternate
Transaction.

A full-text copy of the Proposed Bid Process is available for
free at http://bankrupt.com/misc/ABH_RecyclingBidProcess.pdf

Ms. Morgan asserts that the proposed bidding procedures are
designed to encourage competitive bidding in an orderly manner to
maximize value for the Debtors' estates, their creditors,
customers and employees.  By selling the Recycling Assets, the
Debtors will realize cash proceeds of at least $12,050,000 and
will benefit from a simultaneous reduction of operating expenses,
she avers.

Moreover, the Debtors have determined that using third-party
processors pursuant to the Processing Agreement, rather than
operating proprietory sorting facilities, will improve the
Recycling Division's profitability and better align with the
Debtors' long-term business objectives, Ms. Morgan adds.

              Debtors Seek to File Confidential
                   Information Under Seal

In a separate request, the Debtors seek the Court's authority to
file under seal certain confidential information included in the
Processing Agreement.  The Debtors point out that information
contained in the Processing Agreement related to pricing and an
illustration of how those terms may be valued for purposes of an
auction, as well as certain quality standards, are confidential
commercial information.

Ms. Morgan explains that the Processing Agreement constitutes a
critical component of the consideration received by the Debtors
in the Sale of the MRFs.  In connection with the proposed
transaction contemplated by the APA, the Debtors and Waste
Management participated in extensive negotiations regarding the
terms of the Processing Agreement and, specifically, the
Confidential Information, to ensure that the Debtors would have
continued access to the MRFs to support their recovery
operations.

According to Ms. Morgan, the Confidential Information consists of
confidential pricing terms and quality standards negotiated
between the Debtors and Waste Management in the context of the
pending Sale.  "Disclosure of [those] terms could have a negative
impact on the Debtors, especially if third-parties were to use
the Confidential Information as a 'floor' or 'ceiling' in
negotiations with the Debtors, placing the Debtors at a
competitive disadvantage."

The Debtors will provide an unredacted copy of the Processing
Agreement to (a) the Office of the United States Trustee for the
District of Delaware, (b) counsel to the Creditors' Committee,
(c) Qualified Bidders executing a confidentiality agreement, (d)
counsel to the Debtors' postpetition secured lender and the
lenders under the debtor-in-possession credit facility, and (e)
other parties as may be ordered by the Court or agreed to by the
Debtors.

The Debtors also ask Judge Carey to:

  -- hold a hearing for the approval of the Bid Procedures and
     Sale Motion, on November 24, 2009; and

  -- establish the objection deadline for the entry of the Sale
     Procedures Order on November 18, 2009.

                     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: Committee's Challenge Period Extended Dec. 6
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of AbitibiBowater
Inc. stipulated with, among others, Wells Fargo Bank, National
Association, for the extension of the period within which the
Committee may challenge the stipulations, admissions and released
in the Final Securitization Order, solely as they relate to the
Term Loan creditors and Term Loan Documents relating to Abitibi-
Consolidated Company of Canada through October 26, 2009.

Pursuant to a further stipulation, the Creditors' Committee and
Wells Fargo agreed to further extend the Challenge Deadline (i)
through December 6, 2009, and (ii) through February 3, 2010, as it
relates to certain applicable matters.  Wells Fargo may terminate
the Limited Scope Investigation Deadline on a 30-day prior notice
to the Committee.

AbitibiBowater Inc. has approval from the U.S. and Canadian courts
of a US$270 million securitization program, which Citibank, N.A.
and Barclays Capital Inc., led as joint lead arrangers.  The
program provides the Company with the liquidity necessary to
conduct ongoing business operations during AbitibiBowater's
restructuring and allows the previously court-authorized sale of
receivables and related rights to continue.

AbitibiBowater also has approval to borrow and obtain extensions
of credit up to $360,000,000, under a Senior Secured Superpriority
Debtor-in-Possession Credit Agreement, dated as of April 21, 2009,
with Fairfax Financial Holdings Ltd. and Avenue Investments, L.P.,
as initial lenders, and Law Debenture Trust Company of New York,
as administrative and collateral agent.  The Debtors will use the
proceeds of the DIP Facility for (i) working capital, (ii) other
general corporate purposes, (iii) payment of related transaction
costs, fees and expenses, and (iv) costs associated with
administration of the Debtors' cases.

                     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: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew all the
ratings on AbitibiBowater Inc., Abitibi-Consolidated Inc., Bowater
Inc., Bowater Canadian Forest Products Inc., and their
subsidiaries.  The long-term corporate credit rating on these four
companies is 'D'.

The companies filed for bankruptcy on April 16, 2009.


AFFINITY GROUP: Interest Payment Under 10-7/8% Notes Due Today
--------------------------------------------------------------
Affinity Group Holding, Inc., has until today to make the interest
payment due under its 10-7/8% Senior Notes Due 2012.

As reported by the Troubled Company Reporter, Affinity Group
Holding on September 14, 2009, received consent letters from
certain institutional holders of its AGHI Notes holding in the
aggregate $65,835,969 principal amount of the AGHI Notes
outstanding and consent letters from certain non-institutional
holders of the AGHI Notes holding in the aggregate $46,555,946
principal amount of the AGHI Notes outstanding.  The aggregate
principal amount of the AGHI Notes outstanding is $113,648,603 so
the holders executing the Consents held 98.9% of the outstanding
principal amount of the AGHI Notes.  On September 14, 2009, the
Company paid the interest on the remaining $1,256,688 principal
amount of AGHI Notes that are outstanding and for which an
Institutional Consent or an Other Consent was not obtained.

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

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

As of November 6, 2009, the holders who signed the Institutional
Consents have agreed to extend the interest payment date on their
AGHI Notes to November 13, 2009.  As of October 28, 2009, the
holders who signed the Other Consents have agreed to extend the
interest payment date on their AGHI Notes to the date that is five
business days after the date of termination of the Institutional
Consents, including any additional extensions of the Institutional
Consents.

                     About Affinity Group

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

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

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


ACCURIDE CORP: Delays Filing of September 30 Quarterly Report
-------------------------------------------------------------
Accuride Corporation reports that it will no be able to file  its
Form 10-Q for the third quarter ended September 30, 2009, within
the prescribed time period without unreasonable expense and
effort, citing delays caused by the Company's petition for relief
under Chapter 11 of the Bankruptcy Code.  The Company represents
that its Form 10-Q will be filed within the period specified by
Rule 12b-25(b)(ii).

The Company reported a net loss of $67.1 million on net sales of
$278.8 million for the six months ended June 30, 2009.

At June 30, 2009, the Company's consolidated balance sheets showed
$704.7 million in total assets and $846.2 million in total
liabilities, resulting in a $141.5 million shareholders' deficit.

A full-text copy of the Company's consolidated financial
statements for the three and six months ended June 30, 2009, is
available for free at http://researcharchives.com/t/s?4137

                    About Accuride Corporation

Accuride Corporation (OTCBB: AURD) -- http://www.accuridecorp.com/
-- is one of the largest and most diversified manufacturers and
suppliers of commercial vehicle components in North America.
Accuride's products include commercial vehicle wheels, wheel-end
components and assemblies, truck body and chassis parts, seating
assemblies and other commercial vehicle components.  Accuride's
products are marketed under its brand names, which include
Accuride, Gunite, Imperial, Bostrom, Fabco, Brillion, and Highway
Original.

Accuride said it has agreed to a balance sheet restructuring with
the ad hoc committee of holders of its 8-1/2 percent senior
subordinated notes and the steering committee of senior lenders
under its credit agreement.  To complete the proposed
restructuring, Accuride's U.S. entities on October 8 filed a
voluntary petition for protection under Chapter 11 of the U.S.
Bankruptcy Code to seek approval of the prepackaged plan of
reorganization (Bankr. D. Del. Case No. 09-13449).

Accuride's petition listed assets of $682 million against debt
totaling $847 million.  Liabilities include a $304 million term
loan and a $100 million revolving credit, plus the $275 million in
subordinated notes.


ADVANCED MICRO: Intel to Pay $1.25-Bil. to Settle Antitrust Suit
----------------------------------------------------------------
Intel Corporation and Advanced Micro Devices on Thursday announced
a comprehensive agreement to end all outstanding legal disputes
between the companies, including antitrust litigation and patent
cross license disputes.

In a joint statement the two companies commented, "While the
relationship between the two companies has been difficult in the
past, this agreement ends the legal disputes and enables the
companies to focus all of our efforts on product innovation and
development."

Under terms of the agreement, AMD and Intel obtain patent rights
from a new 5-year cross license agreement, Intel and AMD will give
up any claims of breach from the previous license agreement, and
Intel will pay AMD $1.25 billion.  Intel has also agreed to abide
by a set of business practice provisions.  As a result, AMD will
drop all pending litigation including the case in U.S. District
Court in Delaware and two cases pending in Japan. AMD will also
withdraw all of its regulatory complaints worldwide.

The agreement will be made public in filings with the Securities
and Exchange Commission.

AMD has warned in a filing with the SEC its business may be
materially adversely affected if it is ultimately unsuccessful in
its antitrust lawsuit against Intel.  On June 27, 2005, AMD filed
an antitrust complaint against Intel in the U.S. District Court
for the District of Delaware under Section 2 of the Sherman
Antitrust Act, Sections 4 and 16 of the Clayton Act, and the
California Business and Professions Code.  The complaint alleges
that Intel has unlawfully maintained a monopoly in the x86
microprocessor market by engaging in anti-competitive financial
and exclusionary business practices that limit the ability or
incentive of Intel's customers in dealing with AMD.  If the
antitrust lawsuit against Intel is ultimately unsuccessful, AMD
said its business, including its ability to increase market share
in the microprocessor market, could be materially adversely
affected.

AMD acknowledged that Intel has dominated the market for
microprocessors for many years.  "Intel's market share, margins
and significant financial resources enable it to market its
products aggressively, to target our customers and our channel
partners with special incentives, and to discipline customers who
do business with us.  These aggressive activities have in the past
and are likely in the future to result in lower unit sales and
average selling prices for our products and adversely affect our
margins and profitability," AMD said in its Form 10-Q filed with
the Securities and Exchange Commission for the quarterly period
ended September 26, 2009.

The Wall Street Journal's Don Clark and Jerry A. Dicolo report
that the settlement agreement follows adverse rulings regarding
Intel's practices by regulators in Europe and Asia.  Many of those
probes were triggered by AMD's complaints.

Messrs. Clark and Dicolo, however, note that the settlement stops
short of preventing Intel from offering some of the rebates and
discounts that have figured prominently in the antitrust
investigations.  "Nor does it necessarily mean European
regulators, which in May fined Intel $1.45 billion for alleged
anticompetitive behavior, or their U.S. counterparts, which some
observers believe are close to filing a case against Intel, will
back off," Messrs. Clark and Dicolo note.

According to Messrs. Clark and Dicolo, the European Union's
competition commission said it will continue to "vigorously
monitor" Intel's behavior. EU regulators pressed their antitrust
case against Microsoft Corp. for years after the software giant
agreed to pay billions of dollars to settle with key adversaries,
like Sun Microsystems Inc.

Messrs. Clark and Dicolo said Jon Leibowitz, the U.S. Federal
Trade Commission's chairman, would only say in a statement that
his agency, which since last year has been investigating Intel's
practices, is reviewing the AMD settlement.

According to the Journal, AMD will withdraw its antitrust
complaints in Europe, the U.S., Japan and South Korea.  But the
move is unlikely to alter Europe's proceedings, since the case has
already generated evidence that regulators can use, the report
adds.

"I think it's going to take a period of time for the market to
operate in a more open fashion," said Dirk Meyer, AMD's chief
executive officer, according to the Journal.  "But clearly, this
agreement opens the way towards that."

Messrs. Clark and Dicolo note that Paul Otellini, Intel's chief
executive officer, said the risks of the court proceeding
outweighed Intel's desire to fight the case.

"While it pains me to write a check at any time, in this case I
think it made a practical settlement," Mr. Otellini said,
according to Messrs. Clark and Dicolo.

AMD has reported a net loss of $135 million for the quarter ended
September 26, 2009, from a net loss of $127 million for the
quarter ended September 27, 2008.  AMD has reported a net loss of
$884 million for the nine months ended September 26, 2009, from a
net loss of $1.66 billion for the nine months ended September 27,
2008.

As of September 26, 2009, AMD had $8.74 billion in total assets
against total current liabilities of $2.07 billion, deferred
income taxes of $243 million, long-term debt and capital lease
obligations, less current portion of $5.27 billion, other long-
term liabilities of $645 million, noncontrolling interest of
$1.07 billion; resulting in stockholders' deficit of $569 million.

                   About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

As reported by the Troubled Company Reporter on October 7, 2009,
Standard & Poor's Ratings Services revised its outlook on Advanced
Micro Devices to positive from negative.  S&P also affirmed the
company's 'CCC+' corporate credit rating and all issue-level
ratings.  The rating reflects AMD's inconsistent and weak
operating profitability, its challenged market position in
microprocessers and uncertainties with respect to ongoing disputes
with Intel Corp. (A+/Stable/A-1+).  Sufficient liquidity and its
recent joint venture with Advanced Technology Investment Corp.-
that alleviates heavy capital spending requirements-partly offset
those concerns.

The TCR said May 26, 2009, Fitch revised the senior unsecured debt
rating on Advanced Micro Devices to 'CC/RR6' from 'CCC/RR6'.
Fitch affirmed AMD's Issuer Default Rating at 'B-'.  The Rating
Outlook is Negative.


ADVANTA CORP: Receives NASDAQ Delisting Notice
----------------------------------------------
Advanta Corp disclosed that consistent with its expectations the
Company was notified by The NASDAQ Stock Market, LLC that its two
classes of Common Stock, Class A and Class B shares, will be
delisted from NASDAQ.  Trading in both classes of the stock will
be suspended at the opening of business on November 18, 2009.  The
Company does not intend to appeal NASDAQ's delisting decision.

The notification provided the following reasons as the basis for
delisting:

   -- the filing by the company and certain of its subsidiaries
      of voluntary petitions for relief under chapter 11 of
      title 11 of the United States Bankruptcy Code in the U.S.
      Bankruptcy Court for the State of Delaware and associated
      public interest concerns raised by it;

   -- concerns about the residual equity interest of the
      existing listed securities holders; and,

   -- concerns about the Company's ability to sustain compliance
      with all requirements for continued listing on NASDAQ.

The company intends to enter into discussions with market makers
to quote its Class A and Class B Common Stock on the OTC Bulletin
Board and/or the Pink OTC Markets Inc.  The company's Class A and
Class B Common Stock will not be eligible for trading on the OTC
BB or the Pink Sheets until at least one market maker agrees to
quote such respective class of the company's Common Stock and, as
a result, the company's Class A and/or Class B Common Stock may
not be eligible to trade over the OTC BB or the Pink Sheets
immediately following delisting by NASDAQ.

                      About Advanta Corp.

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

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897 in assets against
total liabilities of $2,465,936 but the figures included those of
the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serves as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled $331,000,000 as of
Sept. 30, 2009.


ALL LAND INVESTMENTS: Plan Offers Building Lots to Citizens, KSJS
-----------------------------------------------------------------
All Land Investments LLC filed a liquidating Chapter 11 plan and
explanatory disclosure statement at the end of October.

Under the Plan, administrative claims and priority claims, which
are unclassified, will be paid in full.  Governmental units
holding secured claims will retain their priority liens on certain
building lots but will receive cash when a building is conveyed.

RBS Citizens, N.A., which has a first priority mortgage lien on
virtually all of the Debtor's assets and owed a total of $13.7
million, will obtain ownership of its collateral, constituting
most of the building lots of the Debtors, which the Debtor says is
worth more than the allowed claims.  Accordingly, Citizen's
mortgage on 32 building lots by-non affiliated entity Huntington
Development, LLC will be surrendered to the Debtor.

Another secured creditor, KSJS Investment Associates LLC, will
receive ownership of three remaining building lots of the Debtor.

Company insiders or owners Lawrence A. Zeccola, Frank W. Zeccola,
Zeccola Builders Inc. and FLZ Development lLC agree to waive
rights to distributions on account of their unsecured claims but
would retain their rights to vote on the Plan.

Holders of other general unsecured claims will split $18,000 being
funded by Lawrence and Frank Zeccola plus distributions from the
remaining funds following payment of all secured claims.  Holders
of general unsecured claims aggregating $8.64 million are expected
to receive a return of 12.7% of their allowed claims within 30
days of the effective date of the Plan.

Holders of equity interests won't receive anything.

A copy of the Plan is available for free at:

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

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

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

Newark, Delaware-based All Land Investments, LLC, operated a real
estate business.

The Company filed for Chapter 11 bankruptcy protection on
October 29, 2009 (Bankr. D. Del. Case No. 09-13790).   Attorneys
at Maschmeyer Karalis P.C., serves as bankruptcy counsel.  Gary F.
Seitz, Esq., at Rawle & Henderson LLP serves as local counsel to
the Debtor.

The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


ALTRA HOLDINGS: Moody's Assigns 'B1' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating to Altra Holdings, Inc., parent company of Altra Industrial
Motion Inc., and a B1 rating to Holdings' proposed $200 million
senior secured notes due December 2016.  Proceeds from the
issuance of the notes are anticipated to be used, in combination
with existing cash balances, to redeem the outstanding senior
secured notes of Motion.  The ratings outlook is stable.  The
ratings assigned to Holdings are subject to the completion of the
notes offering and review of final documentation.

In addition, upon the redemption of the senior secured notes due
2011, all ratings of Motion will be withdrawn.

The change in ratings outlook to stable from negative reflects
Moody's view that end-market demand appears to have stabilized in
recent months as customer inventory de-stocking moderates and
order volumes begin to show modest signs of growth.  Altra's
performance in 2009, despite meaningful sales and earnings
declines, has benefited from its conservative fiscal policies and
balance sheet management as strong cash generation has been
applied to debt reduction and aggressive cost cutting initiatives
begin to benefit operating leverage.  Accordingly, credit metrics
have remained well within the acceptable range for the B1 rating.
Further, the stable outlook recognizes the expected increase in
revolver availability and extended maturity profile afforded by
the expected refinancing.

Altra's B1 corporate family rating reflects the company's solid
cash generation, low leverage and good liquidity profile as well
as its modest size, the cyclical nature of its operations and its
sales concentration in North America.

These ratings were assigned to Altra Holdings, Inc.:

  -- Corporate Family Rating at B1;

  -- Probability of Default Rating at B1;

  -- Second Lien Senior Secured Notes due 2016 at B1 (LGD4, 57%)
     and:

  -- Speculative Grade Liquidity Rating at SGL-2.

These ratings at Altra Industrial Motion will be withdrawn upon
redemption of the existing senior notes:

  -- B1 Corporate Family Rating;
  -- B1 Probability of Default Rating;
  -- B1 (LGD4, 57%) Senior Secured Notes due 2011; and
  -- SGL-2 Speculative Grade Liquidity Rating.

The last rating action was the March 10, 2009 change in outlook to
negative from stable.

Headquartered in Braintree, Massachusetts, Altra is a manufacturer
of mechanical power transmission products with LTM revenues of
approximately $485 million.


ALTRA HOLDINGS: S&P Assigns 'B+' Rating on $200 Mil. Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue-level rating
of 'B+' to Altra Holdings Inc.'s offering of $200 million of
senior secured notes due 2016, based on preliminary terms.  S&P
also assigned a recovery rating of '4' to these notes, indicating
its expectation of an average recovery (30%-50%) in a payment
default scenario.  S&P based all ratings on preliminary offering
statements and they are subject to review of final documentation.

Braintree, Mass.-based Altra Holdings is concurrently refinancing
its existing $30 million revolving credit facility with a
$50 million facility, which S&P will not rate.  On the close of
the new senior secured notes, S&P will withdraw the ratings on the
existing notes.

The ratings on Altra Holdings reflect its weak business risk
profile and aggressive financial risk profile.  Altra Holdings
manufactures mechanical power transmission products that it sells
in 70 countries to more than 1,000 direct original equipment
manufacturer (OEM) clients and through more than 3,000 distributor
outlets.  The company's engineered products are often part of such
critical applications as failsafe brakes for elevators, electric
wheelchairs, and forklifts.  Pro forma for the transaction, total
debt to EBITDA is about 3.4x, below S&P's expectation of 4x-5x.
Pro forma EBITDA interest coverage ratio is about 3.5x, exceeding
S&P's expectation of 2.5x-3x.  Given the economic recession, these
metrics are likely to weaken and could be outside of its
expectations in the near term.  In the long term, S&P expects the
company to continue to expand through acquisitions, as evident in
its purchases of TB Wood's and All Power Transmission in 2007.

"The company has enough cushion to sustain a meaningful downturn
and remain within S&P's expectations," said Standard & Poor's
credit analyst Sarah Wyeth.

                           Ratings List

                         Ratings Assigned

                        Altra Holdings Inc.

         $200 million senior secured notes due 2016   B+
          Recovery rating                             4


ALTUS PHARMACEUTICALS: Files Chapter 7, Ceases Operations
---------------------------------------------------------
Altus Pharmaceuticals said in a regulatory filing that it has
filed for Chapter 7 protection (Bankr. D. Mass. Case No. 09-
20886).  In connection with the bankruptcy filing, the Company has
ceased all business activity and operations.

Christopher J. Panos, Esq., at Craig & Macauley, represents the
Company in the Chapter 7 case.  In a Chapter 7 case, a trustee
takes over the company and liquidates any remaining assets for the
benefit of creditors.

Based in Cambridge, Massachusetts, Altus Pharmaceuticals Inc. wass
a developer of oral and injectable protein supplements.

Prior to the filing, the Company, on October 2, 2009, entered into
an asset purchase agreement with Boaopharma, under which Altus
Pharmaceuticals sold virtually all of its laboratory equipment
located at its Waltham, MA facility to Boaopharma for aggregate
cash consideration of $355,390.

At June 30, 2009, the Company's balance sheet showed total assets
of $26,521,000, total liabilities of $20,696,000 and stockholders'
equity of $5,825,000.


AMERICAN TONERSERV: Net Loss Widens to $1,028,777 in Q3 2009
------------------------------------------------------------
American TonerServ Corp. reported sequential revenue growth for
the third quarter and nine-months ended September 30, 2009.
Financial highlights for the quarter include:

    * Revenue increased 192% to $7,760,601 compared with
      $2,653,858 reported for the third quarter of 2008, primarily
      due to the acquisition of iPrint Technologies.

    * Gross profit increased 86% to $2,000,083 compared with
      $1,078,174 reported in the third quarter of 2008

    * Adjusted EBITDA totaled $61,200, compared with a negative
      adjusted EBITDA of $401,400 for the third quarter of 2008

    * Net loss increased to $1,028,777, or $ 0.01 per fully
      diluted share, compared to a net loss of $956,080, or $0.01
      per fully diluted share for the third quarter of 2008

Financial highlights for the nine-months ended September 30, 2009
include:

    * Revenue increased 165% to $21,493,092 compared with
      $8,106,084, for the nine-month period ended September 30,
      2008, primarily due to the acquisition of iPrint
      Technologies.

    * Gross Profit increased 105% to $6,215,305 compared with
      $3,036,228 reported for the nine-months ended to
      September 30, 2008

    * Adjusted EBITDA totaled $345,616 compared to a negative
      Adjusted EBITDA of $1,158,902 for the nine-month period
      ended September 30, 2008

    * Net loss decreased to $1,874,843, or $0.02 per fully diluted
      share, compared to a net loss of $3,408,006, or $0.05 per
      fully diluted share, reported for the nine-month period
      ended September 30, 2008

At September 30, 2009, the Company had $16,717,272 in total assets
against $13,784,018 in total liabilities.  The September 30
balance sheet showed strained liquidity: The Company had
$5,191,150 in total current assets against $9,750,020 in total
current liabilities.

Chuck Mache, CEO of American TonerServ, commented: "We are very
pleased with the continuing improvements in our financial results.
We have set another record for revenue this quarter and achieved
positive adjusted EBITDA for the third consecutive quarter. The
trajectory suggests that the coming quarter and 2010 will see
further strengthening of our position as a leader in the
compatible toner cartridge business."

Mr. Mache continued: "Since the education and medical business
segments are strong vertical markets for us, and with the
education sector largely closed down and hospitals in the Florida
region slower during the third quarter, we have seen reasonable
downward seasonality in our business this quarter. However, we are
pleased with our 3 rd quarter growth over the previous quarter,
and since the end of the quarter, we have seen an acceleration in
sales, and indeed, we are now selling over 1,000 cartridges a
day."

Mr. Mache concluded, "Through the execution of our organic growth
strategies, largely sparked by the iPrint division's strong
quarter, we are working toward our goal to establish ATS as the
brand of choice in the compatibles market as Hewlett Packard is in
the OEM market."

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4942

On November 10, 2009, Mr. Mache made a presentation at the 2009
Merriman Curhan Ford Investor Summit.  A full-text copy of the
Company's slide presentation is available at no charge at:

              http://ResearchArchives.com/t/s?4943

American TonerServ is seeking to renegotiate the terms of a
portion of its short term note obligations or to exchange equity
securities for a portion of the debt.

The Company believes that it will be successful in addressing its
short term working capital requirements through various
strategies.  In a regulatory filing with the Securities and
Exchange Commission in August, the Company said it has inadequate
financial resources to sustain its business activities as they
currently are.  Management believes that the Company can achieve
positive cash flow through an aggressive organic growth plan to
increase sales, increasing operational efficiencies and by
aggressively reducing overhead costs.

During the six months ended June 30, 2009, the Company raised
$360,000 in proceeds from private offerings.  The Company
estimated that it will need to raise an additional $1,000,000
during the next 12 months to meet its minimum capital
requirements.  There is substantial doubt that the Company will be
able to continue as a going concern, absent raising additional
financing.  There can be no assurance that the Company will be
successful in obtaining the required financing or renegotiating
terms or converting a portion of its short term obligations into
equity.

                     About American TonerServ

Based in Santa Rosa, California, American TonerServ Corp. (OTCBB:
ASVP) -- http://www.AmericanTonerServ.com/-- markets compatible
toner cartridges, serving the printing needs of small- and medium-
sized businesses by consolidating best-in-class independent
operators in the more than $6.0 billion recycled printer cartridge
and printer services industry, offering top-quality,
environmentally-friendly products and local service teams.


ARCLIN CANADA: S&P Withdraws 'D' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew all its
ratings on Arclin Canada Ltd. including its 'D' long-term
corporate credit rating on the company.

Arclin and its subsidiaries filed for bankruptcy protection in the
U.S. and Canada on July 2009.


ARENA FOOTBALL: New League Wants to Purchase Assets for $2.5 Mil.
-----------------------------------------------------------------
A new league, named The League Office of Arena Football One,
submitted a $2.5 million offer for the assets of the Arena
Football League from a Chapter 11 trustee in the U.S. Bankruptcy
Court in the Northern District of Illinois, according to a press
release posted in Our Sports Central.

Formed in 2009, the Arena Football One League is a new football
league that boasts teams from coast to coast.  It expects to
commence inaugural season in the Spring of 2010.

AFO wants to become the "stalking horse" bidder for the assets.
The $2.5 million bid will set the floor price for the auction
bidding process, which is set for Nov. 25, 2009.

                    About Arena Football League

The Arena Football League was founded in 1987 as an American
football indoor league by Jim Foster.  It is played indoors on a
smaller field than American football, resulting in a faster and
higher-scoring game.  Almost two months after the New Orleans
Voodoo folded on the league's owners chose to cancel the 2009
season to work on developing a long-term plan to improve its
economic model.

As reported by the TCR on August 14, 2009, Arena Football League
LLC was sent to Chapter 7 liquidation on August 7 by creditors
owed a total of $300,000.  The involuntary petition was signed by
Gridiron Enterprises Inc., Johnson & Bell Ltd., and Sheraton New
Orleans Hotel.  Gridiron is the largest of the three creditors,
with $272,000 owed to it.  Attorney Richard Lauter of Freeborn &
Peters LLP in Chicago is representing the petitioners.

Judge Susan Pierson Sonderby converted the case to a voluntary
Chapter 11 on Aug. 26 ((Bankr. N.D. Ill. Case No. 09-29024).


ARIZONA EQUIPMENT: Gets Interim Nod for Cash Collateral Use
-----------------------------------------------------------
Arizona Equipment Rental I, LLC, sought, and obtained interim
approval, to use certain cash and cash equivalents in which
various creditors may claim an interest.

Arizona Equipment will use the cash collateral to pay necessary
and essential postpetition operating expenses and certain
emergency expenses.  The Debtor will also use the cash to pay
professional expenses.

The Debtor has a secured debt of $1.06 million to US Bancorp.  It
also owes JLG Finance $1.48 million in secured debt.  It also has
debt to GE Capital Solutions ($1.58 million), John Deere Credit
($338,000), GELCO ($240,000), GE Capital/Ingersoll and GE Capital
Leasing ($885,914), and other parties.  These parties assert a
secured interest in some of the equipment, receivables, cash and
other assets of the Debtor.

As adequate protection, the Debtor proposes to grant prepetition
creditors a lien or security interest in postpetition assets in
which they would not otherwise have a security interest.

The use of the cash collateral has been approved on an interim
basis over objections by certain secured creditors.  GELCO had
moved for the denial of the cash use, noting that the "speculative
and uncertain replacement lien" to be provided to secured
creditors is inadequate.

The Bankruptcy Court has ordered the Debtor to provide financial
information reasonably requested by interested parties, including
audited financial statements for calendar year ended Dec. 31,
2009.

The Bankruptcy Court will convene a hearing to consider final
approval of the cash collateral use on November 25.

According to the budget, $66,000 will be paid for payroll, $45,000
for sales taxes, $31,500 for rent, $19,000 for benefits, $26,500
for fuel, and $600 to $5,000 each for postage, telephone,
utilities, lubricants and others.

                  About Arizona Equipment Rental

Tucson, Arizona-based Arizona Equipment Rental I, LLC, was founded
by Lance Evic and Jeffrey Bleecker in 2004 as a Volvo Rents
franchise construction equipment rental company serving Arizona.
AER is headquartered in Tucson, Arizona, and currently employs
approximately 30 employees.

The business however has been hit by the slow down in the
construction and mining industy.  The Company filed for Chapter 11
bankruptcy protection on October 30, 2009 (Bankr. D. Ariz. Case
No. 09-27946).  The Company listed $10,000,001 to $50,000,000 in
assets and $10,000,001 to $50,000,000 in liabilities.


ASSURED QUALITY: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Assured Quality Woodcraft
        602 North Pacific Coast Highway
        Redondo Beach, CA 90277

Bankruptcy Case No.: 09-41594

Chapter 11 Petition Date: November 11, 2009

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Michael Shemtoub, Esq.
                  8383 Wilshire Blvd, Ste. 702
                  Beverly Hills, CA 90211
                  Tel: (323) 655-7005
                  Fax: (323) 421-9397
                  Email: michael@lexingtonlg.com

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

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

According to the schedules, the Company has assets of $1,280,846
and total debts of $979,966.

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

         http://bankrupt.com/misc/cacb09-41594.pdf

The petition was signed by Pete Bobst, owner and manager of the
Company.


AVENTINE RENEWABLE: Earns $13.9 Million in Third Quarter
--------------------------------------------------------
Aventine Renewable Energy Holdings, Inc. reported net income of
$13.9 million for the three months ended September 30, 2009,
compared with net income of $1.8 million in the same period in
2008.

Third quarter 2009 results include a $12.6 million net
reorganization gain related to changes in estimates of allowed
claims associated with the bankruptcy process.

Net sales in the third quarter of 2009 decreased 80.3% from the
third quarter of 2008.  Net sales were $118.1 million in the third
quarter of 2009 versus $599.5 million in the third quarter of
2008.  Overall, the decrease in net sales was the result of less
supply available as the Company terminated its marketing alliance
and significantly reduced purchase/resale supply operations along
with lower ethanol pricing.  Ethanol prices averaged $1.70 per
gallon in the third quarter of 2009 versus $2.47 in the third
quarter of 2008.

Cost of goods sold for the quarter ended September 30, 2009, was
$110.3 million, compared to $606.0 million for the quarter ended
September 30, 2008, a decrease of $495.7 million or 81.8%.  As a
percentage of net sales, cost of goods sold decreased to 93.4% of
sales from 101.1% of sales in the third quarter of 2008.

Selling, general & administrative expenses were $5.2 million in
the third quarter of 2009 as compared to $8.8 million in the third
quarter of 2008.  The lower expense in the third quarter of 2009
primarily relates to significantly lower salaries and wages
(including stock-based compensation expense) as a result of a
reduction in staff and significantly lower expenditures on non-
reorganization professional fees.

Operating income was $640,000 during the three months ended
September 30, 2009, compared with an operating loss of
$14.8 million in the same period last year.

Other non-operating income in the third quarter of 2008 included
$18.4 million of realized net gains on corn and gasoline
derivative contracts.  The Company did not have any open
derivative positions at the end of September 2009.  The Company
does not mark to market forward physical contracts to purchase
corn.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $697.4 million in total assets, $444.8 million in total
liabilities, and $252.6 million in shareholders' equity.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?4936

                        Chapter 11 Update

The Debtors have filed two motions with the Bankruptcy Court
requesting extension of the exclusive filing and solicitation
deadlines under section 1121 of the Bankruptcy Code.  The first
motion, approved by the Bankruptcy Court by order dated August 18,
2009, extended the exclusive deadline to file a plan of
reorganization to October 5, 2009, and the solicitation of the
necessary acceptances to December 3, 2009.  Aventine filed a
second motion on October 2, 2009.  The second motion, approved by
the Bankruptcy Court by order dated October 27, 2009, further
extended the exclusive deadline to file a plan of reorganization
through and including December 4, 2009, and the exclusive
solicitation period through and including February 1, 2010.

As reported in the Troubled Company Reporter on October 21, 2009,
the Company is preparing a standalone plan of reorganization that
would convert $300 million in 10% senior unsecured notes to
equity, three sources familiar with the situation told Debtwire.
Aventine had said in May that it is examining preliminary buyout
bids for a sale.

Aventine intends to file the reorganization plan with the Delaware
Bankruptcy Court around the New Year, according to the report.
The Plan, according to the report, considers recapitalizing the
Company with a new secured bond of around $100 million backstopped
by the ad hoc committee of 10% bond holders and with a new
$30 million working capital revolver.

The bondholder group, which includes Brigade Capital Management,
Nomura, Whitebox Advisors and Pandora Select Partners, already
provided Aventine with a $30 million DIP loan to fund its
chapter 11 case.

                     About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRNQ) -- http://www.aventinerei.com/-- is a
producer and marketer of ethanol to many leading energy companies
in the United States.  In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.

The Company and and all of its direct and indirect subsidiaries
filed for Chapter 11 on April 7, 2009 (Bankr. D. Del. Lead Case
No. 09-11214).  Joel A. Waite, Esq., and Ryan M. Bartley, Esq., at
Young, Conaway, Stargatt & Taylor, serves as bankruptcy counsel to
the Debtors.  Davis Polk & Wardwell is special tax counsel and
Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor.
Garden City Group, Inc., has been engaged as claims agent.  Donald
J. Detweiler, Esq., at Greenberg Traurig, LLP, serves as counsel
to the official committee of unsecured creditors.  When it filed
for bankruptcy protection from its creditors, Aventine Renewable
listed between $100 million and $500 million each in assets and
debts.


BAYOU GROUP: Confirmation Hearing for Liquidating Plan on Dec. 21
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the receiver for
Bayou Group LLC scheduled a Dec. 21 hearing for confirmation of a
liquidating Chapter 11 plan even though eight lawsuits are still
pending.  The money to be distributed under the Plan all
represents recoveries of payments to investors before the fraud
was discovered.

According to the report, the receiver in total brought 152
lawsuits to recover fictitious profits or redemption payments
received by investors before bankruptcy.  Of the $81.2 million
collected or still to be received, $56.5 million represents
settlements with $24.7 million owing on judgments in the last
eight lawsuits that are on appeal.

Under the Plan, investors, with claims that may aggregate almost
$300 million, are slated to recover between 9.6% and 28.6%.

                        About Bayou Group

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

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors. James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution. Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BEAR STEARNS: Acquittals Hit DOJ Subprime Mess Moves
----------------------------------------------------
Jurors acquit Ralph Cioffi and Matthew Tannin, former managers of
two hedge funds owned by Bear Stearns & Cos., from all counts in
the securities fraud case filed by the U.S. federal government.

The acquittals may make it difficult for the U.S. Department of
Justice to file additional prosecutions for fraud related to the
subprime market and the financial institutions that were based on
it, Bloomberg News said.

The Justice Department, along with several other offices, is
investigating Wall Street for possible criminal wrongdoing
stemming from the credit crisis, including at Lehman Brothers
Holdings Inc. and American International Group Inc., Fannie Mae,
Freddie Mac, Credit Suisse, Countrywide Financial Corp., UBS AG,
and Washington Mutual, Inc.

Messrs. Cioffi and Tannin were the first and so far only Wall
Street executives to face criminal securities-fraud charges
stemming from the crisis, underscoring the difficulty of
assigning criminal liability for Wall Street's mistakes, the
report added.

The difficulty in building those cases, say legal experts, is
that the financial crisis was marked by the unprecedented market
turmoil and as a result, while certain statements by executives
ultimately proved incorrect, they can make a case that they
believed what they were saying, the Journal related.

The Journal added that some lawyers who observed the case have
said that the funds' investors could sue the men if they felt
misled, but that the criminal case was a stretch.

The case against Messrs. Cioffi and Tannin "was pushing the
envelope," the Journal quoted Andrew Frisch, a former federal
prosecutor in Brooklyn, echoing comments made publicly by
numerous lawyers since the case was filed last year.  The
defendants "were not trying to swindle widows out of their
future; they were mismanaging the crisis," Mr. Frisch, a defense
attorney who wasn't involved in the case, told the Journal.

Messrs. Cioffi and Tannin still face a civil-fraud lawsuit, which
was brought alongside the criminal charges last year, by the U.S.
Securities in Exchange Commission.

Mr. Tannin is represented by Susan Brune, Susan E. Brune, Esq.,
at Brune & Richard LLP, in New York.  Brendan V. Sullivan, Jr.,
Esq., at Williams & Connolly LLP, in Washington, D.C., represents
Mr. Cioffi.  U.S. Attorney Benton J. Campbell, Esq., leads the
prosecution team.

                        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: BofA Amend Suit Against Cioffi & Tannin
-----------------------------------------------------
Ralph Cioffi and Matthew Tannin, former fund managers at Bear
Stearns Asset Management, Inc., previously asked the U.S. District
Court for the Southern District of New York to dismiss Bank of
America's complaint against BSAM and the former managers.

BofA, in response, asked the Court to deny the Defendants'
request citing that the Defendants mischaracterized BofA's
complaint.

In support of their request to dismiss the BofA's Complaint,
Messrs. Cioffi, Tannin, and Raymond McGarrigal, one of the fund
managers, submitted memorandums to the Court.

In his memorandum, Mr. McGarrigal relates that BofA is shifting
the blame of its losses to BSAM and its fund managers under the
implausible theory that Defendants agreed amongst themselves to
use deceptive means in a desperate bid to rescue the Funds from a
liquidity crisis.

The notion that BofA was, in effect, "lured" into a complex and
extensively vetted transaction by Fund managers "desperate to
save their professional reputations" is incredible on several
fronts, but as to Mr. McGarrigal, the complaint is entirely
devoid of factual support and must be dismissed, Mr. McGarrigal's
counsel, Catherine L. Redlich, Esq., at Driscoll & Redlich, in
New York, submits.

On behalf of Mr. Tannin, Nina M. Beattie, Esq., at Brune &
Richard LLP, in New York, points out that Mr. Tannin, an employee
of BSAM in his capacity as a hedge fund manager, exclusively owed
a fiduciary duty to the Funds, not to any individual investors
much less to a contractual counterparty of BSAM, which is what
BofA is.  She adds that to try to pin liability on Mr. Tannin,
who owed BofA no special or fiduciary duty, BofA pleaded that the
failure to disclose that the Funds will collapse constituted
fraud because Mr. Tannin and the other defendants supposedly had
"superior knowledge."

However, even under the superior knowledge theory, Ms. Beattie
argues that Mr. Tannin, who was merely an agent of BSAM and an
agent of the funds, simply had no individual duty to speak to a
contractual counterparty of BSAM, and therefore the fraud claims
against him must be dismissed.

Edward J.M. Little, Esq., at Hughes Hubbard & Reed LLP, in New
York, Mr. Cioffi's counsel, points out that BofA did not
specifically allege that his client "substantially assisted" the
Funds' collapse and claims against him must be dismissed.

               BofA Files First Amended Complaint

On October 30, 2009, BofA submitted to the Court its First
Amended Complaint against BSAM, Messrs. Cioffi, Tannin, and
McGarrigal for breach of contract, fraud, and related causes of
action arising out of the Defendants' egregious misconduct in
connection with a securitization transaction structured and
marketed by Bank of America, as well as certain financing
transactions with the Bank in the spring of 2007.

Lawrence S. Robbins, Esq., at Robbins Russell Englert, Orseck
Untereiner & Sauber LLP, in Washington D.C., relates that over
the course of many months, BSAM and its officers and employees,
concealed from BofA that the Funds were suffering substantial
withdrawal requests from investors and by the spring of 2007 were
in imminent danger of collapse.

The eventual collapse of the funds in June 2007 predictably
caused an enormous decline in the value of both the assets
underlying certain CDO-squared transaction and the securities
issued and as a direct and foreseeable consequence of Defendants'
misconduct, the BofA sustained significant losses, Mr. Robbins
further relates.

The Defendants breached their contractual and other duties to
BofA because they were desperate to secure liquidity to prop up
the failing hedge funds, Mr. Robbins contends.  He adds that the
Defendants not only misled BofA into structuring, marketing, and
closing the CDO-squared transaction, but they compounded the
BofA's damages when the Defendants in May 2007 caused the Funds
to enter into a series of short-term financing transactions to
obtain nearly $1 billion from BofA without apprising BofA of the
Funds' precarious financial condition.

When the hedge funds were unable to meet their obligations to
repay the Bank for the short-term financing, the Bank suffered
significant additional losses, Mr. Robbins explains.

For these reasons, BofA seeks compensatory and punitive damages
plus attorneys' fees and costs and other relief from the Court.

                        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.


BIGLER LP: Has Interim Nod to Use $498,000 of Cash Collateral
-------------------------------------------------------------
Bigler LP and its affiliates sought, and obtained interim
approval, to use cash collateral to operate their businesses and
maintain the value of their estates.

The Debtor owes $57 million on a senior secured term loan and $10
million on a revolving credit facility provided by Amegy Bank N.A.
The loans are secured by perfected first priority security
interests and liens upon substantially all of the assets of the
Debtors.  In addition to the Term Loan and Revolving Credit
Facility, the Debtors' debt structure is comprised of
approximately $10,000,000 in debt allegedly secured by a lien on
high purity isobutylene -- HPIB -- process unit equipment,
$5,000,000 in debt allegedly secured by a lien on BPLAO land and
equipment (both the $10,000,000 lien and the $5,000,000 lien have
been subordinated to Amegy's alleged liens), and a secured vehicle
note with a balance of less than $20,000.  These liens do not
extend to cash collateral.

The Debtors intend to provide further adequate protection to Amegy
for the use of Cash Collateral by offering to maintain the going
concern value of Amegy's alleged collateral by using the Cash
Collateral to continue to operate the Debtors' businesses.
Further, the Debtors propose to provide Amegy with postpetition
replacement liens -- to the extent of any postpetition diminution
in value of the pre-petition collateral -- on (1) all of the
Debtors' postpetition property of the same kind or character as
the Pre-Petition Collateral, and (2) any proceeds or profits from
the pre-petition collateral.

A hearing to consider final approval of the cash collateral use is
scheduled for November 18.  Objections are due November 16.

The Debtor may use cash collateral in accordance with a budget.
The Budget provides that the Debtor may disburse a total of
$497,945 for three weeks ending November 21.  A copy of the Budget
is available for free at:

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

                          About Bigler LP

Houston-based Bigler LP is a diversified petrochemical producer.
Bigler has production and storage facilities on 271 acres on the
Houston Ship Channel.

Bigler filed for Chapter 11 reorganization on Oct. 30 in Houston
(Bankr S.D. Tex. Case No. 09-38188).  The petition listed assets
of $233 million against debt totaling $151 million.  Liabilities
include $67 million owed to secured lender Amegy Bank NA, which
has a lien on all assets.

Attorneys at King & Spalding LLP represent the Debtors.  Secured
lender Amegy Bank is represented by Porter & Hedges LLP.


BLM AIR CHARTER: Madoff Business Jet Sent to Bankruptcy
-------------------------------------------------------
Karen Gullo at Bloomberg News reports that BLM Air Charter LLC, a
Bernard Madoff company that owns a half interest in a business jet
bought last year for $25 million, filed for bankruptcy protection
before the U.S. Bankruptcy Court for the Southern District of New
York on November 12.

The petition was made by Irving H. Picard, the liquidator of
Bernard L. Madoff Investment Securities LLC.  The petition listed
assets and debt of $10 million to $50 million.

Mr. Picard seeks to block the termination of the jet's warranty
and service maintenance agreements so it can be marketed and sold.
Rolls-Royce Corp., which has a warranty agreement with BLM, has
threatened to terminate the accord unless it receives $181,000
owed by BLMIS.

BLMIS's assets are a half interest in an Embraer Legacy 600 jet
and a bank account with $770,000.  BDG Aircharter Inc., a unit of
Blumenfeld Development Group Inc., owns the other half interest in
the jet, Mr. Picard said.

                      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.).


BLOCKBUSTER INC: Posts $114.1MM Q3 Net Loss; May Close 115 Stores
-----------------------------------------------------------------
Blockbuster Inc.) reported a net loss of $114.1 million for the 13
weeks ended October 4, 2009, from a net loss of $17.8 million for
the same period ended October 5, 2008.  The Company reported a net
loss of $123.3 million for the 39 weeks ended October 4. 2009,
from a net loss of $14.3 million for the same period ended October
5, 2008.

Total revenues for the third quarter ended October 4, 2009, were
$910.5 million as compared to total revenue of $1.16 billion for
the same period one year ago.  The 21% revenue decrease is
primarily attributable to a 14% decline in same store comparables
due to the Company's temporary shift in focus to manage the
business for liquidity and the macroeconomic environments.  The
other factors that affected third quarter total revenue included
the reduction in company-operated stores and the negative impacts
of foreign currency exchange.

Gross profit for the third quarter of 2009 was $521.6 million,
compared to $621.4 million in the same period one year ago.  Gross
profit results for the third quarter of 2009 were primarily
attributable to lower same-store revenues and a $17.3 million
negative impact from foreign exchange.  In the third quarter of
2009 Blockbuster recorded gross margin of 57.3%, representing an
increase of 360 basis points as compared to gross margin of 53.7%
in the third quarter of 2008. The margin increase as a%age of
revenue was primarily driven by a product mix shift from lower
margin games hardware, software and accessories to higher margin
DVD rental combined with improved studio revenue-sharing
arrangements on the top domestic DVD releases during the third
quarter.

Driven primarily by the write-off of debt financing costs related
to the Company's refinancing activities and the sale of the
Company's Irish subsidiary, entertainment retailer Xtra-vision
Limited, net loss applicable to common stockholders for the third
quarter of 2009 was $116.8 million, or $0.60 per diluted share.
This compares to net loss applicable to common stockholders of
$20.6 million, or $0.11 per diluted share, in the third quarter of
2008.  Excluding costs associated with write-off of debt financing
costs, store closures and severance, adjusted net loss applicable
to common stockholders for the third quarter of 2009 totaled $38.3
million, or $0.20 per diluted share. This compares to an adjusted
net loss applicable to common stockholders of $17.8 million, or
$0.09 per diluted share, in the third quarter of 2008. Net loss
for the third quarter of 2009 was $114.1 million, compared to a
net loss of $17.8 million in the third quarter of 2008.

Third quarter 2009 earnings before interest, taxes, depreciation
and amortization was $26.7 million, compared to $32.3 million in
the third quarter of 2008. Adjusted EBITDA, which excludes stock-
based compensation expenses, costs associated with lease
terminations and severance, was $32.6 million in the third quarter
of 2009, compared to adjusted EBITDA of $37.7 million in the same
period one year ago.

                         Recent Highlights

     -- Announced exclusive mobile integration deal with Motorola

     -- Entered strategic alliance with top-10 cable MSO

     -- Rolled out BLOCKBUSTER On Demand(R) digital movie rental
        services on a wide assortment of Samsung and TiVo devices,
        bringing premium digital movie titles to millions of homes
        across America

     -- Completed offering of $675 million of senior secured
        notes; Proceeds used to repay amended revolving credit
        facility, term loan B and Canadian credit facility,
        reducing 2010 amortization payments by over $300 million
        and extending debt maturities

     -- Enhanced liquidity through reduction of letters of credit
        and sale of Ireland entertainment retailer Xtra-vision
        Limited

                    Liquidity and Cost Savings

Blockbuster ended the third quarter of 2009 with $141.0 million in
cash and cash equivalents.  The Company also recorded $65.8
million in restricted cash, which includes cash collateral for
Blockbuster's letters of credit.  Cash used in operating
activities during the quarter was $53.0 million, compared with
$18.2 million of cash used for operating activities in the third
quarter of 2008.  Free cash flow (net cash used for operating
activities less capital expenditures) was negative $58.9 million
in the third quarter of 2009, compared with negative FCF of $53.7
million in the same period in 2008.

"For the majority of 2009 we shifted our focus from the top line
to preserving liquidity and maximizing cash, improving the
Company's capital structure and building a solid foundation for a
better Blockbuster.  As a result of our efforts, we successfully
completed a $675 million Notes offering, which reduced our 2010
amortization payments by over $300 million and extended our debt
maturities. We also enhanced liquidity through the reduction of
our letters of credit and the divestiture of our assets in
Ireland," stated Tom Casey, Executive Vice President and Chief
Financial Officer of Blockbuster Inc.  "During the first nine
months of 2009 we reduced total G&A by $215 million, excluding the
benefits from foreign exchange, and achieved our G&A reduction
target prior to our publicly stated goal of year-end. Looking
ahead, we will continue to seek operational efficiencies and
closely monitor cost reduction opportunities. We also expect to
further enhance liquidity through the elimination of the remaining
portion of our letters of credit related to Viacom lease
guarantees and the anticipated divesture of international assets."

                        Same-Store Sales

Third quarter 2009 domestic same-store sales decreased 18.3%,
reflecting rental and retail comparable decreases of 14.5% and
35.6%, respectively.  The domestic rental and retail comparable
results were primarily driven by the macroeconomic environment,
competitive pressures and the Company's need to focus on cash
conservation.  International same-store sales decreased 4.8%,
reflecting rental and retail comparable decreases of 4.2% and
5.6%, respectively. Worldwide same-store sales declined 14.4%.

              Optimizing the Domestic Store Portfolio

Blockbuster continues to evaluate the closure of underperforming
domestic company-owned stores and anticipates closing no more than
115 domestic company-owned stores during the fourth quarter of
2009, in addition to the 216 that have already been closed through
the third quarter of 2009.  The Company will continue to evaluate
individual store performance in an effort to further optimize its
portfolio.

"Our physical stores are the cornerstone of our multi-channel
approach and a key access point for the 50 million customers we
serve each year.  We are complementing our company-owned stores in
the U.S. and expanding our physical points of presence with 2,500
BLOCKBUSTER Express branded vending kiosks by the end of 2009
through our alliance with NCR. In addition, we continue to expand
our digital presence through our online service as evidenced by
our recently announced integration into consumer electronic and
mobile devices," concluded Mr. Keyes.

                          Conference Call

The Wall Street Journal reports that in a conference call with
analysts, the Company disclosed it is working with partner NCR
Corp. to roll out vending kiosks, its answer to the popular
network of kiosks operated by Redbox Automated Retail LLC, which
many believe are drawing business away from Blockbuster stores.

The Journal relates Mr. Keyes said he expected to have 2,500
Blockbuster-branded kiosks by year end. Redbox currently has more
than 15,000.  The Blockbuster kiosks are easily upgradable to
allow digital downloads, he said, which could significantly
increase the number of titles available at each kiosk.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?494e

                      About Blockbuster Inc.

Dallas-based Blockbuster Inc. (NYSE: BBI, BBI.B) is a global
provider of rental and retail movie and game entertainment.  The
Company provides its customers with convenient access to media
entertainment anywhere and any way they want it -- whether in-
store, by-mail, through vending and kiosks or digital download.
With a highly recognized brand name and a library of over 125,000
movie and game titles, Blockbuster leverages its multi-channel
presence to further build upon its leadership position in the
media entertainment industry and to best serve the two million
daily global customers and over 50 million annual global
customers.  The Company may be accessed worldwide at
http://www.blockbuster.com/

As reported by the Troubled Company Reporter, Sept. 18, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Blockbuster to 'B-' from 'CCC'.  The outlook is stable.

The TCR on Oct. 6, 2009, said Moody's Investors Service upgraded
Blockbuster's long term ratings, including its probability of
default rating to 'Caa1' from 'Caa3' and its corporate family
rating to 'Caa1' from 'Caa2'.  The rating outlook is stable.


BOSTON BAY: Going Concern Doubt Raised
--------------------------------------
Independence Tax Credit Plus L.P. disclosed in a regulatory filing
that Boston Bay Limited Partnership has been experiencing higher
operating costs, attributable in part to escalating energy and
repair costs.  The conditions, in addition to regulatory rent
restrictions imposed under the guidelines of the U.S. Department
of Housing and Urban Development, has resulted in operating cash
flow not meeting all current obligations as they become due.  At
September 30, 2009, current liabilities exceed current assets by
approximately $247,000.  This raises doubt as to whether Boston
Bay will be able to continue as a going concern.  Management
continually monitors operating costs and will request additional
rent increases when allowed by HUD.  Additionally, management is
in the process of evaluating refinancing plans.

During 2008, Boston Bay entered into negotiations with a local
non-profit to re-syndicate the property.  In connection with this
effort, Boston Bay is negotiating with the General Partner to
redeem its interest in Boston Bay for a nominal amount.  There can
be no assurance if or when such negotiations will result in a sale
of the limited partnership's interest.

Independence Tax Credit Plus' investment in Boston Bay at
September 30, 2009 and March 31, 2009, was reduced to zero as a
result of prior years' losses and the noncontrolling interest
balance was approximately $(89,000) and $(87,000), respectively.
Boston Bay's net loss after noncontrolling interest amounted to
approximately $130,000 and $260,000 as of September 30, 2009 and
2008, respectively.

Based in New York, Independence Tax Credit Plus L.P. and 12 other
limited partnerships own leveraged apartment complexes that are
eligible for the low-income housing tax credit.  The general
partner of Independence Tax Credit is Related Independence
Associates L.P., a Delaware limited partnership.  Through the
rights of Independence Tax Credit or an affiliate of the General
Partner, which affiliate has a contractual obligation to act on
behalf of Independence Tax Credit to remove the general partner of
the subsidiary local partnerships -- Local General Partners -- and
to approve certain major operating and financial decisions,
Independence Tax Credit has a controlling financial interest in
the subsidiary partnerships.


CALIFORNIA COASTAL: Asks Court OK to Use Cash Collateral
--------------------------------------------------------
California Coastal Communities, Inc., et al., have sought the
permission of the U.S. Bankruptcy Court for the Central District
of California to use their lenders' cash collateral through the
of January 25, 2010.

The Debtors say that access to cash collateral is essential to
ensure timely payment of employee's wages, salaries, and other
employee-related obligations to maintain employee morale and not
risk the loss of personnel critical to the Debtors' operations and
reorganization.  Without access to cash collateral, the Debtors
may be required to cease their operations and the Debtors, their
estates and their creditors would be irreparably harmed.

On September 15, 2006, the Debtors entered into a Senior Secured
Revolving Credit Agreement with KeyBank National Association, as
agent  and lender, and the lenders a party thereto in the maximum
amount of $100,000,000.  The obligations under the Prepetition
Revolving Credit Agreement are secured by, among other security:

          (i) the Deed of Trust with Assignment of Rents, Security
              Agreement and Fixture Filing, by Signal Landmark for
              the benefit of Revolver Agent (as modified, amended,
              restated, supplemented, renewed or replaced from
              time to time, the "First Deed of Trust"), granting
              the Agent a first priority security interest in the
              Brightwater project (the Property);

         (ii) the Collateral Assignment of Contracts, Development
              Rights, Licenses, Permits, Warranties and Guaranties
              and Subordination Agreement, dated as of
              September 15, 2006, by and among CALC, Signal
              Landmark and Agent ("Collateral Assignment"); and

        (iii) other collateral assignments or security agreements
              for the benefit of the Agent.  As of the Petition
              Date, about $81,679,317.58 in principal, plus
              accrued and unpaid interest, fees and expenses,
              remained outstanding under the Prepetition Revolving
              Credit Agreement.

On September 15, 2006, the Debtors also entered into certain
Senior Secured Term Credit Agreement (the Prepetition Term Loan
Agreement, and together with the Prepetition Revolving Credit
Agreement, the Prepetition Credit Agreements) with KeyBank
National Association, as agent (the Term Loan Agent, and together
with the Revolver Agent, the Agent) and lender and the lenders who
are party thereto (the Term Loan Lenders, and together with the
Revolving Lenders, the Prepetition Secured Lenders) in the maximum
amount of $125,000,000.

The obligations under the Prepetition Term Loan Agreement are
secured by, among other security:

          (i) the Deed of Trust with Assignment of Rents, Security
              Agreement and Fixture Filing, by Signal Landmark for
              the benefit of the Term Loan Agent (the Second Deed
              of Trust), granting the Agent a perfected second
              priority security interest in the Property;

         (ii) Pledge and Security Agreement, dated as of
              September 15, 2006, by CALC, in favor of Term Loan
              Agent, pursuant to which CALC pledged to the Term
              Loan Agent the ownership interests in Hearthside
              Holdings, Inc., and Signal Landmark Holdings, Inc.;

        (iii) Pledge and Security Agreement, dated as of
              September 15, 2006, by Hearthside Holdings, Inc., in
              favor of Agent, pursuant to which the pledgor
              pledged to Agent as additional security for the Loan
              its ownership interests in Hearthside Homes, Inc.);

         (iv) Pledge and Security Agreement, dated as of
              September 15, 2006, by Signal Landmark Holdings,
              Inc., in favor of the Term Loan Agent, pursuant to
              which such pledgor pledged to the Term Loan Agent
              its ownership interests in Signal Landmark;

          (v) Pledge and Security Agreement, dated as of
              September 15, 2006, by Hearthside Homes, Inc., in
              favor of Agent, pursuant to which such pledgor
              pledged to term Loan Agent its ownership interests
              in it subsidiaries identified therein; and

         (vi) certain other collateral assignments or security
              agreements for the benefit of the Term Loan Agent.
              As of the Petition Date, about $99,800,000 in
              principal, plus accrued and unpaid interest, fees
              and expenses, remained outstanding under the
              Prepetition Term Loan Agreement.

The Debtors have prepared a budget for the first 13 weeks of these
cases.  The Budget reflects expected proceeds from the sale of
homes at Brightwater, the costs of constructing homes at
Brightwater, the Debtors general administrative and overhead
costs, restructuring costs, and the adequate protection payments
proposed in the Interim Order.  A copy of the Budget is available
for free at http://bankrupt.com/misc/CALIFORNIA_COASTAL_budget.pdf

The Budget extends through the week of January 25, 2010, although
the Prepetition Agent and the Prepetition Lenders have only
consented to those portions of the Budget through December 9,
2009.

The Debtors propose to make periodic payments to the Prepetition
Agent for the benefit of the Prepetition Lenders equal to (a)
current interest at the non-default rates and at the times
specified under the Prepetition Credit Agreements, (b) on
November 15, 2009, a cash payment equal to the accrued and unpaid
interest on the Prepetition Indebtedness (in exchange for which
the Prepetition Lenders have agreed to waive any claim to the
default rate of interest for such prepetition period), and (c) on
an ongoing basis, the payment of the reasonable fees and expenses
of professionals retained by the Prepetition Agent, provided that
the Debtors, counsel for the Debtors, counsel for the Committee,
and the U.S. Trustee and such parties shall have 14 days after
receipt of an invoice to object such fees and expenses and, if no
objection is raised, the Debtors shall pay such invoice within
three days following the expiration of the objection period (and
to the extent an objection is raised, the Debtors shall pay the
undisputed amount of such fees and expenses within three days of
the expiration of the objection period).

The Debtors propose to grant the Prepetition Agent for the benefit
of the Prepetition Lenders these liens:

          a. Fresh Collateral: The Interim Order proposes to grant
             Adequate Protection Liens against "Fresh Collateral"
             solely to the extent of any Collateral Diminution.
             A copy of the Fresh Collateral is available for free
             At:

          b. Catch-All Collateral: The Interim Order proposed to
             grant liens against Catch-All Collateral to secure
             the Prepetition Indebtedness.  Catch-All Collateral
             includes all of the Debtors' other respective real
             and personal property and assets, of any kind or
             nature whatsoever, whether now owned or hereafter
             acquired by the Debtors, and all proceeds, including,
             but not limited to, homes constructed on Prepetition
             Collateral for which construction was commenced,
             continued or completed after the Petition Date and
             any improvements in value to the Prepetition
             Collateral resulting from post-petition construction
             of improvements or changes in market value, but
             excluding Fresh Collateral.

          c. Carve-Out.  The liens granted under the Interim Order
             will be subject to a carve-out in the amount of
             $75,000.

The Interim Order proposes to grant the Prepetition Agent and the
Prepetition Lenders superpriority claims solely to the extent of
any Collateral Diminution.  The Interim Order provides subject to
the entry of a Final Order, such Superpriority Claims will be
entitled to the proceeds of any Avoidance Actions.

As a condition to the use of Cash Collateral, the Prepetition
Agent and the Prepetition Lenders are requiring that no expenses
of administration of the Chapter 11 cases or any future proceeding
that may result, including liquidation in bankruptcy or other
proceedings under the U.S. Bankruptcy Code, shall be charged
against or recovered from the Prepetition Collateral or
postpetition collateral without the prior written consent of the
Prepetition Agent.

The Interim Order places a $25,000 limit on the amount of Cash
Collateral that may be used to investigate challenges to the
Prepetition Lenders' liens and claims.

                   About California Coastal

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

Irvine, California-based California Coastal Communities, Inc.,
filed for Chapter 11 bankruptcy protection on October 27, 2009
(Bankr. C.D. Calif. Case No. 09-21712).  Joshua M. Mester, Esq.,
who has an office in Los Angeles, California, assists the Company
in its restructuring efforts.  The Company listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.


CANWEST GLOBAL: Angelo Gordon Buying Canwest Bonds
--------------------------------------------------
Angelo Gordon & Co. has been buying CanWest Global Communication
Corp. debt since Canwest filed for creditor protection in
October, according to sources involved in the company's
restructuring, The Globe and Mail reported.

In hedge fund circles, according to the report, there's a sense
that CanWest's bonds could eventually be worth far more than they
currently command -- about 70 cents on the dollar -- as the
economy recovers and the parent company reworks ownership of CW
Media Holdings, the unit that holds the 13 specialty channels,
including Showcase and History Television.

The Globe and Mail relates that CW Media is not part of CanWest's
court-supervised restructuring, and turned in a $129-million
profit over the past nine months.  Goldman Sachs owns 36 per cent
of the votes in CW Media and 65 per cent of the equity, The Glode
and Mail adds.

The Globe and Mail says that a trio of distressed-debt funds
dominate the CanWest restructuring due to their ownership of the
company's senior, unsecured debentures; there is U.S.
$761 million of notes outstanding, the report says.

According to The Globe and Mail, CanWest's senior unsecured
debentures were changing hands for as little as 15 cents on the
dollar over the past year.  The bonds spiked in price in
September after CanWest sold its stake in Australia's Ten Network
Holdings Ltd. For $634 million, and the debt holders took
$426 million of the proceeds out of the company.

The Globe and Mail reveals that Angelo Gordon & Co. is an
$18 billion New York-based fund that specializes in distressed-
debt plays.

                       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: Retirees Stage Protest on Severance Issue
---------------------------------------------------------
Former employees of Canwest Global Communications Corp.
demonstrated on October 27, 2009, outside a downtown Toronto
courthouse where lawyers are discussing what will become of
their severance pay, which was locked up when the media company
filed for protection from its creditors, The Associated Press
reported.

According to the report, more than 50 former Canwest staff and
union members were outside the court, carrying signs calling for
their severance payments to be resumed.  It's the first time that
the court has talked in detail about the money owed to Canwest
staff who were laid off from the media conglomerate, which filed
for creditor protection in some of its divisions, AP says.

AP relates that the former employees' severance payments were
essentially halted when Canwest filed for creditor protection,
and former workers will have to line up with all others who are
owed money by Canwest to make a claim.

Canwest lawyer Lyndon Barnes, Esq., told the court that he
believed employees were adequately represented at this point, AP
reveals.  He said that further complicating the proceedings by
dividing employees up by their union representations or other
status could risk delays to the restructuring, the report adds.

As previously reported, Canwest said it will complete its
restructuring by January 2010.

                       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).


CARTER'S INC: S&P Puts 'BB+' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB+'
corporate credit rating and other ratings on Carter's Inc. on
CreditWatch with negative implications.  Standard & Poor's could
either lower or affirm the ratings on resolution of the
CreditWatch listing.

"The CreditWatch placement follows Carter's announcement that it
is delaying the filing of its Form 10-Q for the third quarter of
fiscal 2009 -- ended Oct. 3, 2009 -- and restating its previously
issued consolidated financial statements for the fiscal years 2004
through 2008 and the fiscal quarters from Sept. 29, 2007, through
July 4, 2009," said Standard & Poor's credit analyst Jacqueline
Hui.  Carter's reported the delay in filing and restatements are
due to an ongoing review into the accounting treatment of its
margin support payments to the company's wholesale customers and
investigation of undisclosed margin support commitments to the
company's finance group, indicating internal control deficiencies.
Carter's indicated that margin support adjustments to prior period
financial statements are likely needed but the company has noted
that it cannot quantify the changes at this time and that those
changes could be material.

"As a result of the late filing, the company may be in violation
of covenants concerning the timely filing provision in its credit
agreement," Ms. Hui added.  S&P will monitor the company's ability
to obtain a waiver from its bank lenders and maintain adequate
liquidity.  As of July 4, 2009, the company had about $516 million
in total adjusted debt and nearly full availability under its $125
million revolving credit facility.

The CreditWatch listing reflects S&P's concern regarding Carter's
Inc.'s ability to remain in compliance with its covenants related
to the timely filing of its 10-Q and access to its revolving
credit facility, as well as the uncertainty surrounding the
potential materiality of any findings of the ongoing
investigations.  S&P could lower the ratings if the company cannot
obtain a covenant waiver, and/or if the revised financial
statements result in material deterioration in the company's
credit measures.  Alternatively, S&P could affirm the rating if
the company obtains a waiver to address its potential covenant
violation, the financial restatements are not material, and the
company remedies its internal control weaknesses.


CENTENNIAL COMMUNICATIONS: Moody's Lifts Corporate Rating to 'Ba3'
------------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Centennial Communications Corporation to Ba3 with a stable outlook
from B2 following completion of its acquisition by AT&T Inc. (A2/
Negative Senior Unsecured Rating) on November 6, 2009.

The ratings upgrade reflects Moody's view that the acquisition of
Centennial by AT&T materially enhances Centennial's standalone
credit profile despite the fact that AT&T does not plan to
guarantee any of Centennial's debt obligations.  The magnitude of
the rating's lift has been capped at two notches based on Moody's
published methodology to rating non-guaranteed subsidiaries.

Concurrent with this rating action, Moody's upgraded the various
instrument ratings of Centennial and its subsidiary, Centennial
Cellular Operating Co.  LLC, pursuant to Moody's loss-given-
default methodology and as listed below.  Finally, Moody's said it
will withdraw all ratings for Centennial and its subsidiary as
AT&T has repaid the bank facilities and intends to redeem all of
Centennial's outstanding debt securities.  This concludes the
ratings review initiated on November 10, 2008, after the
acquisition agreement between AT&T and Centennial was announced.

Rating actions taken:

Issuer: Centennial Communications Corporation:

  -- Corporate Family Rating, upgraded to Ba3 from B2, to be
     Withdrawn

  -- Probability of Default Rating, upgraded to Ba3 from B2, to be
     Withdrawn

  -- $200.0 Million Fixed Rate Senior Notes due 2013, Upgraded to
     B1, LGD4 - 68%, from Caa1 -- LGD5

  -- $350.0 Million Floating Rate Senior Notes due 2013, Upgraded
     to B1, LGD4 - 68%, from Caa1 -- LGD5

Issuer: Centennial Cellular Operating Co.  LLC:

  -- $150 Million Senior Secured Bank Credit Facility due 2010,
     Upgraded to Baa3, LGD2 - 10%, Ba2 --LGD 2-11%

  -- $550 Million Senior Secured Term Loan B due 2011, Upgraded to
     Baa3, LGD2 - 10%, Ba2 --LGD 2-11%

  -- $500 Million Senior Note due 2013, Upgraded to B1, LGD4 -
     68%, B2, LGD4 - 53%

  -- $325 Million Senior Note due 2014, Upgraded to B1, LGD4 -
     68%, B2, LGD4 - 53%

Moody's most recent rating action for Centennial was on
November 10, 2008, when its ratings were placed on review for
possible upgrade.

Centennial Communications Corporation provides wireless service in
rural and suburban regions of the continental U.S. and broadband
and wireless services in Puerto Rico and the U.S. Virgin Islands.


CHIYODA AMERICA: Parent Retains Ownership Under Confirmed Plan
--------------------------------------------------------------
Chiyoda America Inc., a subsidiary of Japan's Chiyoda Gravure
Corp., obtained confirmation from the U.S. Bankruptcy Court of its
Chapter 11 plan, Bill Rochelle at Bloomberg News reported.

The Plan offers to pay unsecured creditors in full over time so
the parent may retain ownership.  The Plan calls for the parent's
secured claim to be reduced to $3 million, with the deficiency of
$14.2 million becoming an unsecured claim.  Third-party unsecured
creditors are slated to be paid in full over four years, if they
vote for the plan.

Chiyoda makes gravure printed products for manufacturers of
kitchen countertops and laminated flooring.

New York City-based Chiyoda America, Inc., fka Cosmopolitan
Graphics Corporation and Advanced Printing, filed for Chapter 11
on Aug. 19, 2009 (Bankr. S.D.N.Y. Case No. 09-15059).  Michael Z.
Brownstein, Esq., at Blank Rome LLP, represents the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.  The
assets were shown on the books for $21.3 million while debt
totaled $44.5 million.


CHRYSLER LLC: GMAC to Extend Dealer Floorplans
----------------------------------------------
Rep. Candice Miller said GMAC Financial Services should extend for
another six months its interim floorplan financing for Chrysler
Group LLC's dealers to prevent them from shutting down their
business, according to a November 4 report by Automotive News.

Pursuant to a May agreement between GMAC and the U.S. Treasury
Department, the company agreed to provide interim floorplan
financing to Chrysler dealers for six months.  That period is set
to expire on November 15.

In a letter which she had circulated among her co-lawmakers, Rep.
Miller said GMAC should extend the interim period for dealers who
have not yet been approved for floorplan financing for an
additional six to 12 months, Automotive News reported.

"With additional time, credit markets will likely improve, and
other issues like the recent changes to the Small Business
Administration loan guarantee program can help many of these
dealers," Ms. Miller said in her letter which she plans to send to
GMAC and Chrysler Financial.

A senior Chrysler executive said the situation affects up to 140
dealers, according to the report.

                        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: IPO May Value New Chrysler at $8 Bil. Says Citi
-------------------------------------------------------------
Citigroup Inc. said Chrysler Group LLC may have an equity value of
up to $8 billion if it sells shares to the public in two years,
according to a report by Bloomberg.

Analysts led by John Lawson put Chrysler's equity value to Fiat
S.p.A. at EUR1.4 or $2.08 a share in a report issued November 5.
Citigroup published the estimate, which implies a value for the
automaker of $8 billion, Bloomberg reported.

Fiat, the Italy-based automaker which acquired most of the assets
of old Chrysler, owns 20% stake in Chrysler Group.  Fiat can
increase its stake to 35% if it achieves milestones, which include
selling a certain number of cars outside North America.

                        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: Returns $5.5MM Bonds to Indiana County
----------------------------------------------------
Chrysler has returned $5.5 million in bonds to an Indiana county
to settle a securities fraud complaint the Indiana secretary of
state's office filed against the auto maker, according to The
Associated Press.

The bonds backed by Tipton County were used to pay for
infrastructure at the Getrag Transmission Manufacturing site
along U.S. 31 near Tipton.

Getrag, a German auto parts maker and a supplier of Chrysler,
stopped the construction on the plant late last year after
Chrysler pulled out of a financing agreement for the plant, the
report said.

The 900,000-square-foot plant was designed to produce energy-
saving dual-clutch transmissions for Chrysler.

The Indiana secretary of state's office lodged the complaint in
April accusing Chrysler of committing securities fraud by not
informing county officials that its financing agreement was in
jeopardy.  The office has agreed to drop the complaint following
the return of the bonds, AP reported.

Tipton County Commissioner Jane Harper said the county also
dropped its request that Chrysler also return $4.2 million for
other bonds and $300,000 in county economic development funds
related to the project because recovering the money was highly
unlikely, according to the report.

                        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)


CIFG GUARANTY: Moody's Cuts Insurance Strength Ratings to 'Ca'
--------------------------------------------------------------
Moody's Investors Service has downgraded to Ca, from Caa2, the
insurance financial strength ratings of CIFG Guaranty, CIFG
Europe, and CIFG Assurance North America, Inc.  This rating action
concludes the rating review that was initiated in August.  The
action reflects increased loss estimates on some of the firm's
CDOs, primarily those referencing trust preferred collateral, and
continued RMBS stress.  The rating action has implications for the
various transactions wrapped by CIFG as discussed later in the
press release.

Moody's also announced that it will withdraw the insurance
financial strength rating of CIFG for business reasons.

The rating agency said that material deterioration in CIFG's
insured portfolio adversely affected the guarantor's capital
adequacy profile and Moody's believes that CIFG may no longer have
sufficient financial resources to pay all insurance claims.  CIFG
Assurance, the New York domiciled primary financial guarantor
reported a $298 million statutory deficit in its second quarter
financial statements, increasing its gross loss reserves by
$339 million due to worsening performance trends in its RMBS and
CDO portfolios.  The firm also reported $410 million provision for
reinsurance as CIFG Guaranty, its Bermuda-based affiliate, was
unable to fully fund the Reg.  114 trust; CIFG Assurance cedes
approximately 90% of its insured risk to CIFG Guaranty.

Moody's added that the risk of regulatory intervention is
meaningful given CIFG's failure to meet minimum regulatory capital
requirements.  This in turn could influence the pace of
commutations with counterparties, potentially on terms that imply
a distressed exchange.

The outlook for the rating is developing, reflecting both the
positive and negative pressures on the rating.  If CIFG is able to
commute some of its more impaired insured exposures under
favorable terms, the capital adequacy profile of the company could
improve.  However, further deterioration in its insured portfolio,
or a regulatory takeover, could weaken the firm's capital adequacy
metrics.

                Treatment of Wrapped Transactions

In light of the withdrawal of CIFG's insurance financial strength
ratings, Moody's ratings on securities that are guaranteed or
"wrapped" by CIFG will be maintained at a level equal to the
published underlying rating (and for structured securities, the
published or unpublished underlying rating).  A list of these
securities will be made available under "Ratings Lists" at
www.moodys.com/guarantors.  Moody's ratings on non-structured
securities wrapped by CIFG for which there is no published
underlying rating either have been, or will be, withdrawn.
Furthermore, for structured securities wrapped by CIFG, if Moody's
is unable to determine the underlying rating or an issuer had
requested that the guaranty constitute the sole credit
consideration, the rating on the security will be withdrawn.  For
further information please see Moody's special comment entitled:
Assignment of Wrapped Ratings When Financial Guarantor Falls Below
Investment Grade (May 6, 2008); and Moody's November 10, 2008
announcement entitled: Moody's Modifies Approach to Rating
Structured Finance Securities Wrapped by Financial Guarantors.

The last rating action was on August 20, 2009, when the ratings of
CIFG were downgraded from Ba3 to Caa2, and the ratings were placed
on review for further possible downgrade.

                      List Of Rating Actions

These ratings have been downgraded, the outlook is developing:

* CIFG Guaranty -- insurance financial strength to Ca, from Caa2;

* CIFG Europe -- insurance financial strength to Ca, from Caa2;
  and

* CIFG Assurance North America, Inc. -- insurance financial
  strength to Ca, from Caa2.

Established in 2001, CIFG provided financial guarantees to issuers
in the municipal and structured finance markets in the US and
Europe through CIFG Assurance North America, Inc., and CIFG
Europe, though it ceased writing new business in 2008.


CIRCUIT CITY: Facing Multiple Objections to Amended Plan
--------------------------------------------------------
More parties-in-interest ask the Court to deny the confirmation
of the Debtors' First Amended Plan of Liquidation.

(1) B. Senator

Bruce Senator objects to the confirmation of the Debtors' Joint
Plan of Liquidation because of "what appears to be clear error in
application of the 'Plan' to Claim No. 13082."

Mr. Senator asserts that his Claim is (i) a priority debt and
(ii) a secured debt, secured by the $150 he paid to the Debtors
in September 2006.

Specifically, Mr. Senator objects to any part of the Plan that
calls for "anything less than payment in full for Claim No.
13082."

(2) Prince George's County and Charles County

In separate filings, Prince George's County, Maryland, and
Charles County, Maryland, ask the Court to deny confirmation of
the Debtors' First Amended Plan of Liquidation.

Prince George's County and Charles County have both timely filed
separate secured claims for prepetition fiscal year 2009 personal
property taxes.  The taxes were assessed as of January 1, 2009,
based upon the calendar year 2008 assessments, which were based
directly on the personal property tax returns filed by the
Debtors.  Because the taxes were assessed as of January 1, 2009,
these are prepetition taxes, Brett Christopher Beehler, Esq., at
Meyers, Rodbell & Rosenbaum, P.A., in Riverdale Park, Maryland,
counsel for both counties, relates.

The Counties believe that their claims are oversecured by the
Debtors' Prince George's County and Charles County business
personal properties or the proceeds resulting from the sales of
both.

The Plan appears to classify the Claims as "Class 1 Miscellaneous
Secured Claim", and asserts that Class 1 claims are "unimpaired"
and that holders are not entitled to vote under the Plan.  Under
the terms of Class 1, the Liquidating Trustee is permitted to pay
Class 1 secured claims out of the Liquidating Trust without
regard to the actual priorities among the Miscellaneous Secured
Claims, Mr. Beehler notes.

The Counties' liens for their taxes are superior to all other
liens upon the subject assessed business personal properties and
upon any proceeds resulting from their sale, according to Mr.
Beehler.

However, according to its terms, the Plan would allow the
Liquidating Trustee to pay other Miscellaneous Secured Claims
ahead of the Counties' Claims, even from sale proceeds arising
directly from the sale of the Counties' collateral.  This
provision effectively ignores the first priority lien of the
Counties in their collateral and any proceeds resulting from the
sale of collateral, Mr. Beehler argues.

Among other things, the Plan violates Section 129(b)(2)(A)(j)(II)
of the Bankruptcy Code; fails to provide any information as to
what happens if there is insufficient cash available to pay all
of the Allowed Miscellaneous Secured Claims in full; and fails to
provide that interest will be paid on the Counties' secured tax
claims as required under Section 506(b) of the Bankruptcy Code,
Mr. Beehler points out.

(3) Connecticut Revenue Department

The State of Connecticut, Department of Revenue Services, holds
both administrative and prepetition claims against the Debtors,
according to Denise Mondell, Esq., assistant attorney general.

The Connecticut Revenue Department objects to the confirmation of
the Plan on the ground that the interest rate of 1.12% is
inadequate in that it fails to comply with the requirements of
Section 1129(a)(9)(C) and 511(a) of the Bankruptcy Code.

Section 1129(a)(9)(C) requires, as a condition of confirmation,
that holders of priority tax claims receive an amount equal to
the total value of their claims as of the effective date of the
plan.  Under Connecticut law, the applicable rate of interest on
unpaid taxes is 12% per year, Ms. Mondell notes.

In order for the Plan to be confirmable, it must provide for an
interest rate of 12% per year on any deferred payments on
Connecticut priority tax claims, Ms. Mondell asserts.

Moreover, the Plan is not clear as to whether interest will run
from the Effective Date on priority tax claims that are disputed
and later allowed.  In order to comply with Section
1129(a)(9)(C), the Plan must provide that interest must run from
the Effective Date regardless of when the claim becomes allowed,
Ms. Mondell adds.

(4) Florida Tax Collectors

The state constitution's Tax Collectors in the Florida Counties
of Palm Beach, Hernando Highlands, Lee, Indian River, Bay,
Okaloosa, Brevard, Polk, Manatee, Orange, Marion, Pinnellas, and
Osceola, have timely filed proofs of secured or administrative
claims for postpetition ad valorem taxes, Paul S. Bliley, Jr., at
Williams Mullen, in Richmond, Virginia, relates.

Under Florida law, ad valorem taxes past due are secured by first
priority statutory liens and are, therefore, secured claims, Mr.
Bliley notes.  The Florida Tax Collectors believe their claims to
be oversecured claims.  To the extent of any shortfall in
collateral value -- the Florida Tax Collectors do not believe
that there is any shortfall -- their claims are entitled to
priority treatment pursuant to Section 507(a)(8)(C) of the
Bankruptcy Code, he says.

The Florida Tax Collectors' constitutional liens are entitled to
superior priority to all other liens on the Debtors' tangible
personal property and proceeds, Mr. Bliley asserts.  The Claims
are Class 1 Miscellaneous Secured Claims.  However, the Plan
allows the Liquidating Trustee to pay Class 1 Miscellaneous
Secured Claims out of the Liquidating Trust without regard to the
priorities among the Miscellaneous Secured Claims, Mr. Bliley
notes.

The Plan violates Section 1129(b)(2)(A)(i)(II) of the Bankruptcy
Code, Mr. Bliley states.  The Plan should provide that in the
event there is insufficient Available Cash to pay all allowed
Miscellaneous Secured Claims in full, Allowed Miscellaneous
Secured Claims will be paid in the order of their lien
priorities, he asserts.

Moreover, as oversecured creditors, the Florida Tax Collectors
are entitled to (i) postpetition pre-Effective Date interest
under Section 506(b) of the Bankruptcy Code, and (ii) post-
Effective Date interest for any period during which the Florida
Tax Collectors secured claims remain unpaid, Mr. Bliley asserts.

He argues that the Plan attempts to deny the Florida Tax
Collectors their statutory right to Section 506(b) interest, and
at the same time unilaterally declare that the Florida Tax
Collectors' claims are unimpaired and deny the Florida Tax
Collectors the right to vote on the Plan as part of an impaired
class.

The Plan does not comply with Section 506(b) and, therefore,
under Section 1129(a)(1), (2), and (3) of the Bankruptcy Code,
cannot be confirmed, Mr. Bliley maintains.

                       The Liquidating Plan

The Plan provides for the orderly liquidation of the remaining
assets of the Debtors and the distribution of the proceeds of the
liquidation of the Debtors' assets according to the priorities
set forth under the Bankruptcy Code.

Under the Debtors' Joint Plan of Liquidation, all claims against
the Debtors -- other than administrative claims and priority tax
claims, which will be paid in full -- are classified into eight
classes:

                                               Estimated
                                    Estimated  Aggregate Amount
  Class  Description                Recovery   of Allowed Claims
  -----  -----------                ---------  -----------------
1    Miscellaneous Secured Claims   100%      $5 mil.-$20 mil.
2    Non-Tax Priority Claims        100%      $35 mil.-$95 mil.
3    Convenience Claims              10%      unknown
4    General Unsecured Claims      0%-13.5%   $1.8 bil.-$2 bil.
5    Intercompany Claims              0%      $0
6    Subordinated 510(c) Claims       0%      $0
7    Subordinated 510(b) Claims       0%      $0
8    Interests                        0%      -

A Liquidating Trust will be established on the Plan Effective
Date.  All Distributions to the Holders of allowed claims will be
from the Liquidating Trust.

The Plan Proponents also filed on September 24, 2009, clean and
final version of their Disclosure Statement and First Amended
Plan, a full-text copy of which is available at no charge at:

       http://bankrupt.com/misc/CC_DS&1stAmPlan_092409.pdf

The hearing to consider confirmation of the First Amended Joint
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors, as may be further modified or amended, will
commence on November 23, 2009.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: Time to Remove Actions Moved to Jan. 4
----------------------------------------------------
The time period within which Circuit City Stores Inc. and its
units may remove actions pending as of the Petition Date under
Section 1452 of the Judiciary and Judicial Procedure Code and
Bankruptcy Rule 9027 is further extended through the later of
January 4, 2010, or 30 days after entry of an order terminating
the automatic stay with respect to any particular action sought to
be removed.

The Debtors are winding down their remaining affairs.  Moreover,
the Debtors have negotiated a consensual plan of litigation with
the Official Committee of Unsecured Creditors and have obtained
approval of the associated disclosure statement, Douglas M.
Foley, Esq., at McGuireWoods LLP, in Richmond, Virginia, relates.

The Debtors submit that the requested extension is in the best
interests of their estates and creditors because it will afford
the Debtors a sufficient opportunity to make fully informed
decisions concerning whether the Actions may and should be
removed, thereby protecting the Debtors' valuable right to
adjudicate lawsuits, according to Mr. Foley.

The Debtors' adversaries will not be prejudiced by an extension
because the adversaries may not prosecute the Actions absent
relief from the automatic stay, Mr. Foley says.  Moreover,
nothing in the Debtors' motion will prejudice any party to a
proceeding that the Debtors seek to remove from pursuing remand
pursuant to Section 1452(b) of the Judiciary and Judicial
Procedures Code, he adds.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: Has Deal With Prepetition Lenders on Claims
---------------------------------------------------------
Circuit City Stores Inc. ask the Court to approve a stipulation it
entered into with Bank of America, N.A., as agent.  The
Stipulation is an agreement between the Debtors and the
Prepetition Lenders resolving, among other things, certain claims
asserted by the Prepetition Lenders.

To recall, on December 23, 2008, the Court entered a final order
approving the Debtors' entry into the Senior Secured
Superpriority Debtor-in-Possession Credit Agreement, as amended,
by and between, among others, Circuit City Stores, Inc., Circuit
City Stores West Coast, Inc., Circuit City Stores PR, LLC, and
InterTAN Canada Ltd., Bank of America, as administrative agent
and collateral agent, and certain lenders, on a final basis.

On February 19, 2009, the Court entered the final order approving
the Third Amendment to the DIP Credit Agreement.

Before the Petition Date, the Debtors were parties to a certain
Second Amended and Restated Credit Agreement, as amended, dated
January 31, 2008, by and between, among others, certain of the
Debtors and InterTAN, Bank of America, as administrative agent
and collateral agent, and certain lenders.

Pursuant to the Interim and Final DIP Orders, the proceeds of the
DIP Facility were used, in part, to pay in full the claims of the
Prepetition Lenders on account of the Prepetition Financing
Agreements -- the Prepetition Debt -- subject to the right of the
Official Committee of Unsecured Creditors to assert any claims
against the Prepetition Lenders during the "Challenge Period,"
which expired on April 30, 2009.  None of the Debtors, the
Creditors Committee nor any other party-in-interest asserted any
claims against the Prepetition Agent, the Prepetition Lenders, or
the Prepetition Debt.  Accordingly, the Prepetition Debt is an
allowed secured claim.

The Prepetition Agent has filed Claim Nos. 10867, 11024, 11025,
11026, and 11084 -- Prepetition Secured Claims -- with respect to
the Prepetition Debt on behalf of the Prepetition Lenders.

Pursuant to the DIP Orders, the Debtors do not have any
outstanding borrowings under the Prepetition Credit Agreement
and, accordingly, the Prepetition Secured Claims have been
satisfied.

The parties stipulate, among other things, that:

  (a) Each of the Prepetition Secured Claims, and any other
      filed scheduled or filed claims of the Prepetition Agent
      and the Prepetition Lenders with respect to the
      Prepetition Debt, has been paid in full and are not
      subject to disgorgement, and will be deemed satisfied.

  (b) Nothing in the Stipulation will impair, restrict or
      otherwise limit, or enhance, expand, or otherwise improve,
      the DIP Lenders' rights or claims under the DIP Facility,
      the DIP Credit Agreement or the DIP Orders, the
      Prepetition Lenders' rights or claim under the DIP Orders
      or the Debtors' rights or obligations with respect to
      those.

  (c) The Debtors ratify, confirm, and reaffirm the release
      granted to the Prepetition Lenders in the DIP Orders,
      provided however, that nothing in the Stipulation will
      expand or be deemed to expand, or construed as expanding,
      the release and nothing in the Stipulation will
      constitute a release of the DIP Lenders under the DIP
      Facility, the DIP Credit Agreement or the DIP Orders.

  (d) The Creditors Committee acknowledges and agrees that the
      Prepetition Debt, which has been satisfied in full and is
      no longer a claim against the Debtors' estates, was an
      allowed secured claim for all purposes.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIT GROUP: Bankr. Filing Triggers Acceleration of Debt
------------------------------------------------------
CIT Group, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that its filing of a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
constituted an event of default or termination event and caused
the automatic and immediate acceleration of all debt outstanding
under a number of instruments and agreements relating to financial
obligations of the Debtors and certain of their affiliates.

CIT Group and CIT Funding Company of Delaware LLC -- the Debtors -
- believe that any efforts to enforce the payment obligations
under the Accelerated Financial Obligations are stayed as a result
of the filing of the Voluntary Petitions, with the exception of
certain unsecured credit facilities to affiliates of approximately
$284.1 million, certain transactions under various swap
agreements, and certain aircraft and rail leases.

The material Accelerated Financial Obligations include:

  * the vast majority of the unsecured credit facilities and
    loans of the Company and its affiliates in the aggregate
    amount outstanding of approximately $4.1 billion;

  * all of the senior unsecured notes issued by each of the
    Debtors in the aggregate amount outstanding of approximately
    $28 billion;

  * all of the Company's subordinated notes in the aggregate
    amount outstanding of approximately $1.1 billion; and

  * all of the Company's junior subordinated notes in the
    aggregate amount outstanding of approximately $750 million.

In addition, CIT said the filing of the Voluntary Petitions
constituted a termination event under various swap agreements to
which the Debtors and certain affiliates are party.  The Debtors
or their affiliates are entitled to receive net payments in the
amount of approximately $236 million as a result of those
terminations if all of the swap agreements are actually
terminated.  The amount of the net payments are estimated and are
subject to change based upon pricing quotes received by the
calculation agent and changes in market interest and foreign
currency rates.

The filing of the Voluntary Petitions constituted an event of
default under certain aircraft and rail leases under which a
wholly-owned subsidiary of the Company is the head lessee, the
Company further disclosed.  The head lessee's obligations under
these leases are guaranteed by the Company.  In the event that the
head lessor under each lease demands stipulated loss payments as a
result of the event of default, the head lessee, or the Company as
guarantor, would be obligated to make those payments in the amount
of approximately $1.7 billion.  However, as a result of those
payments, the Company expects that it would receive title to air
and rail assets from the head lessors currently valued at
approximately $1.3 billion.

                        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: NYSE Suspends Trading of CIT-Issued Securities
---------------------------------------------------------
On November 2, 2009, NYSE Regulation, Inc., said it determined
that listing of the CIT Group, Inc.'s (i) common stock (ticker
symbol: CIT); (ii) 6.350% Non-Cumulative Preferred Stock, Series A
(ticker symbol: CIT PR A); (iii) 8.75% Non-Cumulative Perpetual
Convertible Preferred Stock, Series C (ticker symbol: CIT PR C);
and (iv) equity units (ticker symbol: CIT PR Z), in each case on
the New York Stock Exchange should be suspended prior to the
market opening on November 3, 2009.  NYSE Regulation determined
that the Company is no longer suitable for listing in light of the
November 1, 2009, commencement of the Chapter 11 Cases, which is
sufficient grounds for the commencement of delisting procedures
pursuant to Section 802.01D of the NYSE's Listed Company Manual.

CIT Group said in a regulatory filing with the U.S. Securities and
Exchange Commission that at this time the Company does not intend
to take any action to appeal NYSE Regulation's decision and
therefore, it is expected that the Company's securities will be
delisted after completion by the NYSE of application to the
Securities and Exchange Commission.

Under the terms of the Company's 8.75% Non-Cumulative Perpetual
Convertible Preferred Stock, Series C, as a result of the
delisting of the Company's common stock, each share of Series C
Preferred Stock is immediately convertible into 9.0909 shares of
the Company's common stock.  Due to the automatic stay in
connection with the Chapter 11 Cases, the Company is prohibited
from paying cash in lieu of any fractional shares.

                        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: CIT Australia Bondholders Amend A$300MM Public Debt
--------------------------------------------------------------
CIT Group, Inc., told the U.S. Securities and Exchange Commission
that it has, together with its subsidiary, CIT Group (Australia)
Limited, reached an agreement with a majority of CIT Australia's
noteholders to amend the terms of an approximately A$300 million
public debt.

The amendment to the credit agreement includes waiver of an event
of default resulting from the Company's bankruptcy, grant of a
first lien security interest in most of CIT Australia's assets to
the noteholders, subordination of the intercompany notes owed by
CIT Australia to the Company to the CIT Australia public debt, and
institution of a cash control process whereby certain cash is used
to repurchase and retire notes prior to the maturity date.

The interest rate on the debt remains unchanged and CIT Australia
will not pay the noteholders any amendment fee, the Company said.

The Company guarantees the public debt issued by CIT Australia.

                        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)


CLEARWIRE COMMUNICATIONS: Moody's Assigns 'B3' Rating on Offering
-----------------------------------------------------------------
Moody's Investors Service changed Clearwire Communications LLC's
outlook to stable from negative and assigned a B3 rating to the
Company's new note offering pending completion of the Company's
announced refinancing of approximately $1.40 billion in senior
secured borrowings currently due May 2011.  At the same time,
Moody's affirmed the company's Caa1 corporate family rating, Caa2
probability of default rating, and SGL-2 speculative grade
liquidity rating.  The change in outlook to stable largely
reflects the Company's improved debt maturity profile post-close
of the transaction.

In another positive development, Clearwire also announced that it
was raising an additional $1.564 billion in new equity from some
of its largest investors so that it would be able to maintain its
aggressive 4G WiMAX network construction plans.

Moody's analyst Dennis Saputo said, "The Company's developmental
stage business profile and significant execution risk which is
compounded by the possibility of diverging strategic objectives of
its largest investors are the primary drivers of the Caa1
corporate family rating." While the new equity infusion moves the
Company closer to having sufficient capital to meet its target of
covering 120 million people in the United States with WiMAX by the
end of 2010, Moody's believe that the company will remain reliant
on additional capital raises to build-out its nationwide WiMAX
network at a pace that preserves first-mover advantage.

"However, extension of the Company's debt maturity profile and the
new equity infusion are important steps towards providing the
Company flexibility to pursue strategic goals as well as
mitigating refinancing risk during a relatively volatile period in
the credit cycle," continued Saputo.  The Company' strengths
include sizable spectrum holdings (whose valuation is estimated to
be well in excess of borrowings), a strengthened and seasoned
management team and 51% ownership by Sprint Nextel.

These ratings were affirmed:

Clearwire Communications LLC:

* Corporate Family Rating -- Caa1
* Probability of Default Rating -- Caa2
* Speculative Grade Liquidity Rating -- SGL-2

These ratings/assessments were assigned pending completion of the
company's transaction:

Clearwire Communications LLC:

* $1.45 Billion Senior Secured Notes due 2015 -- B3 (LGD-3, 30%)

These ratings/assessments will be withdrawn pending completion of
the company's transaction:

Clearwire Legacy LLC and Clearwire XOHM LLC (Co-Borrowers):

* $1.234 Billion Senior Secured Term Loan due May 2011 -- B3 (LGD-
  2, 24%)

* $179 Million Incremental Sprint Term Loan due May 2011 -- Caa3
  (LGD-5, 70%)

Moody's most recent rating action on Clearwire was on January 23,
2009, at which time Moody's assigned first-time ratings to the
company.

Clearwire Corporation provides wireless high-speed services to
over 50 markets in the U.S. as well as a few markets in Europe.
The Company maintains its headquarters in Kirkland, Washington.


CLIFFORD PAUL GROSS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Clifford Paul Gross
               Rebecca Bass Gross
               2011 NW 53rd Street
               Boca Raton, FL 33496

Bankruptcy Case No.: 09-34875

Chapter 11 Petition Date: November 11, 2009

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

Debtor's Counsel: David L. Merrill, Esq.
                  7777 Glades Rd # 400
                  Boca Raton, FL 33434
                  Tel: (561) 477-7800
                  Email: dlmerrill@sbwlawfirm.com

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

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

According to the schedules, the Company has assets of $3,144,845,
and total debts of $6,251,700.

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

     http://bankrupt.com/misc/flsb09-34875.pdf

The petition was signed by the Joint Debtors.


COACHMEN INDUSTRIES: Changes Name to All American Group
-------------------------------------------------------
Coachmen Industries Inc.'s board of directors has approved a name
change from Coachmen Industries to All American Group.

The Company intends to place a proposal seeking that approval on
the ballot for its 2010 Annual Meeting, scheduled for May.  In the
meantime, the Company will immediately begin operating under the
assumed name, "All American Group".

"All American" (R) means the best in the game, and that is the
standard by which we intend to measure ourselves," said Rick
Lavers, President and Chief Executive Officer.  "All American is
already the preeminent brand name in the modular housing industry,
synonymous with best in class quality.  It lends itself well to
our growing specialty vehicle business, and also helps express the
pride our employees have in our country.  We believe that is
particularly appropriate as we begin to emerge from these troubled
economic times. It is a great brand for all of our businesses."

With the name change comes a new logo, Web site --
http://www.allamericangroupinc.com/-- and corporate identity.

"Although we have a long history under the Coachmen name, most of
our potential customers associate that name with our former
recreational vehicle business which was sold to Forest River in
December of 2008", said Bill Martin, Director of Marketing.  "The
Coachmen brand does not relate to our housing customers, who often
do not even realize that Coachmen and All American have had any
connection.  As we grow our core housing business, it is in our
best interest to avoid brand confusion and focus our resources on
the 'All American' name."

All American Group is a premier builder of systems-built homes,
and large scale residential construction projects. Through a joint
venture with ARBOC Mobility, All American Group, Inc. also
manufactures a full line of ADA-accessible buses.

All American Group includes All American Homes(R), LLC and Mod-U-
Kraf(R), LLC, which combined are one of the nation's largest
builders of systems-built residential homes. Models range from
single-story ranches to spacious two-story colonials to
beautifully rustic log homes, under the Ameri-Log(R) brand. A line
of solar homes that can generate low to zero energy bills is
available under the Solar Village(R) brand. All American Building
Systems(R), LLC, builds large scale projects such as apartments,
condominiums, dormitories, hotels, military and student housing.
The Company's construction facilities are located in Colorado,
Indiana, Iowa, North Carolina and Virginia.

The All American Specialty Vehicles(TM) division manufactures a
full line of ADA accessible buses under the Spirit of Mobility(TM)
brand name. These buses range from 21 to 28 feet in length, and
are available in both gas and diesel engine configurations.  This
bus line represents a value breakthrough in low-floor bus
technology, providing premium accessibility features at prices
significantly below any other low-floor buses available today.
The bus manufacturing facilities are located in Middlebury,
Indiana.

                     About Coachmen Industries

Coachmen Industries, Inc., (OTC: COHM.PK) is one of America's
premier systems-built construction companies under the ALL
AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-
KRAF(R) brands, as well as a manufacturer of specialty vehicles.

                           *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.


COACHMEN INDUSTRIES: HIG Capital Discloses Equity Stake
-------------------------------------------------------
H.I.G. Capital Partner IV, L.P.; H.I.G. Advisors IV, L.L.C.;
H.I.G.-GPII, Inc.; Sami W. Mnaymneh and Anthony A. Tamer disclose
holding 16,049,188 shares or roughly 49.8% of the common stock of
Coachmen Industries, Inc.

On October 27, 2009, pursuant to its Loan Agreement with Coachmen,
H.I.G. All American, LLC, as Lender, (i) purchased certain Secured
Subordinated Convertible Tranche B Notes from Coachmen and its
various subsidiaries as Borrowers, in the initial principal amount
of $10 million, which are convertible into shares of the Company's
common stock, no par value, at an initial exercise price of $0.979
per share, (ii) committed to extend a line of credit to the
Borrowers of up to $10 million, to be evidenced by a Senior
Secured Revolving Note in principal amount of up to $10 million,
and (iii) was issued a warrant to purchase up to 6,654,855 shares
of the Common Stock, at an exercise price of $0.00001 per share.

The Tranche B Note accrues interest at 20% per annum and the
interest may be paid-in-kind by the issuance of additional notes.
The outstanding principal of the Tranche B Note (including PIK
Interest) is convertible into shares of the Common Stock at an
initial conversion price of $0.979 per share.

Both the Warrant and the Tranche B Note contain anti-dilution
protection in the event the Company issues in excess of 16,289,583
shares of Common Stock.  In addition, the Tranche B Note has a
price protection feature that reduces the conversion price if the
90 day average price of the Common Stock falls below $0.979 at any
time prior to April 27, 2010.  The conversion of the Tranche B
Note is also subject to reduction if the Company defaults on
certain of its financial covenants contained in the Loan
Agreement.

                     About Coachmen Industries

Coachmen Industries, Inc., (OTC: COHM.PK) is one of America's
premier systems-built construction companies under the ALL
AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN HOMES(R) and MOD-U-
KRAF(R) brands, as well as a manufacturer of specialty vehicles.

                           *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.


CREATIVE CHOICE: In Default on Mortgage Notes
---------------------------------------------
Independence Tax Credit Plus L.P. disclosed in a regulatory filing
that Creative Choice Homes II L.P. or Opa-Locka -- a subsidiary
partnership -- is in default on its third and fourth mortgage
notes, which were incurred to affiliates of Independence Tax
Credit Plus' local general partner.  Independence Tax Credit Plus
said the Local General Partner has not sent a notice of default
with respect to the notes as of June 30, 2009, and will be unable
to call the notes until the first and second mortgage notes, which
are current, are paid in full.

Opa-Locka has also continued to incur significant operating losses
resulting, in part, from the effects of a major hurricane, which
created additional losses.  These conditions continue to raise
substantial doubt about Opa-Locka's ability to continue as a going
concern.  The ability for Opa-Locka to continue as a going concern
is based on the Local General Partner's continuing ability to fund
operating losses and insurance proceeds to cover the damages to
the Property.  This condition is alleviated in part by the fact
that the property has had positive operating cash flow for the
past several years.

Independence Tax Credit Plus' investment in Opa-Locka at
September 30, 2009 and March 31, 2009, was reduced to zero as a
result of prior years' losses, and the noncontrolling interest
balance was approximately $10,000 and $5,000 at each date.  Opa-
Locka's net income (loss) after noncontrolling interest amounted
to approximately $535,000 and $(142,000) for September 30, 2009
and 2008, respectively.

In October 2005, Opa-Locka suffered property damage and business
interruption due to a severe hurricane.  Opa-Locka contracted to
complete repairs and renovations of the buildings damaged for a
cost of $7,489,000.  Opa-Locka expects to be reimbursed by
insurance proceeds in the amount of approximately $4,420,000.  As
of September 30, 2009, $4,000,000 of insurance proceeds has been
received by the mortgage company which is acting as administrator
and trustee of the funds.  A balance of $3,970,717 remains payable
to the construction company as of September 30, 2009 related to
the rehabilitation.

Independence Tax Credit Plus said the circumstances have called
into question the recoverability of the carrying amounts of the
building.  On May 9, 2008, Opa-Locka entered into a purchase and
sale agreement to sell its property and related assets and
liabilities to an unaffiliated third party purchaser for a sales
price of $17,000,000.  The deal expired in April 2009.  The
property is currently being actively marketed for sale and
management is seeking a potential buyer.

As of September 30, 2009, Opa-Locka had property and equipment, at
cost, of approximately $22,812,000, accumulated depreciation of
approximately $7,946,000 and mortgage debt of approximately
$5,420,000.

Based in New York, Independence Tax Credit Plus L.P. and 12 other
limited partnerships own leveraged apartment complexes that are
eligible for the low-income housing tax credit.  The general
partner of Independence Tax Credit is Related Independence
Associates L.P., a Delaware limited partnership.  Through the
rights of Independence Tax Credit or an affiliate of the General
Partner, which affiliate has a contractual obligation to act on
behalf of Independence Tax Credit to remove the general partner of
the subsidiary local partnerships -- Local General Partners -- and
to approve certain major operating and financial decisions,
Independence Tax Credit has a controlling financial interest in
the subsidiary partnerships.


CRM HOLDINGS: Receives Non-Compliance Notice From NASDAQ
--------------------------------------------------------
CRM Holdings, Ltd., disclosed that it received a Nasdaq Staff
Deficiency Letter on November 10, 2009 indicating that the Company
fails to comply with the minimum bid price requirement for
continued listing on the NASDAQ Global Select Market as set forth
in Marketplace Rule 5450(a)(1).  The letter gives the Company
notice that the bid price of its common shares has closed under
$1.00 for the last 30 consecutive business days.  The notification
does not result in the immediate delisting of the Company's common
shares from the NASDAQ Global Select Market.

The Company has until May 10, 2010 to regain compliance with the
minimum closing bid price requirement.  To regain compliance, the
closing bid price of the Company's common shares must meet or
exceed $1.00 per share for at least ten consecutive business days.
The letter states that the Nasdaq staff will provide written
notification that the Company has achieved compliance with Rule
5450(a)(1) if at any time before May 10, 2010, the bid price of
the Company's common shares closes at $1.00 per share or more for
a minimum of 10 consecutive business days.

If the Company does not regain compliance by May 10, 2010, Nasdaq
will provide written notification to the Company that the
Company's common shares will be delisted.  At that time, the
Company may appeal Nasdaq's delisting determination to a Nasdaq
Listing Qualifications Panel.  Alternatively, the Company may
apply to transfer the listing of its common shares to the NASDAQ
Capital Market if it satisfies all criteria for initial listing on
the NASDAQ Capital Market, other than compliance with the minimum
bid price requirement.  If such application to the NASDAQ Capital
Market is approved, then the Company may be eligible for an
additional grace period.

The Company is considering actions that it may take in response to
this notification in order to regain compliance with the continued
listing requirements.

                    About CRM Holdings, Ltd.

CRM Holdings, Ltd. -- http://www.CRMHoldingsLtd.bm/-- is a
provider of workers' compensation insurance products.  Its main
business activities include underwriting primary workers'
compensation policies, underwriting workers' compensation
reinsurance and excess insurance policies, and providing fee-based
management and other services to self-insured entities.  The
Company provides primary workers' compensation insurance to
employers in California, Arizona, Florida, Nevada, New Jersey, New
York, and other states.  The Company reinsures some of the primary
business underwritten and provides excess workers' compensation
coverage for self-insured organizations.  CRM is also a provider
of fee-based management services to self-insured groups in
California.


CRUCIBLE MATERIALS: Reaches Settlement with Steelworkers Union
--------------------------------------------------------------
Crucible Materials Corp. reached a settlement agreement with its
Steelworkers union.  According to Bill Rochelle at Bloomberg News,
in return for consenting to the termination of the collective
bargaining agreements and the pension plan, Crucible will pay
retiree health benefits through Nov. 30 and contribute up to
$300,000 to a trust to purchase temporary health benefits for
retirees.

As reported by the Troubled Company Reporter on Sept. 22, Crucible
sold its compaction metals and research divisions to Allegheny
Technologies Incorporated for $40.95 million at an auction.   It
also sold (i) its specialty metals division located in Syracuse,
New York, to Crucible Industries LLC, for $8 million, and (ii) its
service center in Romeoville, Illinois, to Erasteel Inc., a unit
of Eramet SA, for $2 million.

                     About Crucible Materials

Based in Syracuse, New York, Crucible Materials Corporation -- aka
Crucible Specialty Metals, Crucible Service Centers, Crucible
Compaction Metals, Crucible Research and Trent Tube -- makes
stainless and alloy steel for use in the aircraft, automotive,
petrochemical, and other industries.  The Company was employee-
owned prior to its bankruptcy filing.  Its Web site is
http://www.crucible.com/

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors engaged Duff & Phelps Securities LLP as investment banker;
RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent.  Roberta A. DeAngelis,
United States Trustee for Region 3, appointed five creditors to
serve on the Official Committee of Unsecured Creditors.  The
Debtors listed assets and debts both ranging from $100 million to
$500 million.


CRUSADER ENERGY: SandRidge Drops Out of Bidding for Assets
----------------------------------------------------------
SandRidge Energy, Inc. (NYSE: SD) on November 12 announced that it
is no longer pursuing the acquisition of Crusader Energy Group
Inc.

As contemplated by the bid procedures approved by the Bankruptcy
Court, additional bidders have submitted proposals to acquire
Crusader.  SandRidge does not intend to participate in the auction
triggered by those proposals.

Tom L. Ward, SandRidge's CEO commented, "We remain committed to a
disciplined approach to managing the company. While we execute our
primary growth strategy of developing the West Texas Overthrust,
we will continue to evaluate other opportunities that are
accretive to shareholder value."

SandRidge expects to receive payment of the agreed upon break-up
fee of $7 million.

Projected end of period common and fully diluted shares
outstanding are updated to 183.5 million and 216.6 million from
194.3 million and 227.4 million, respectively, for 2009. For 2010,
end of period common and fully diluted shares outstanding are
updated to 187.3 million and 220.4 million from 198.0 million and
231.1 million, respectively. All other guidance for 2009 and 2010
issued on November 5, 2009 remains unchanged.

               SandRidge Sale and Chapter 11 Plan

The Bankruptcy Court has authorized Crusader Energy Group to sell
substantially all assets at an auction where SandRidge Energy,
Inc., would be the lead bidder.  All bids for the Debtors' assets
were due Nov. 6, 2009.  In addition, bid must provide for an
aggregate consideration valued as determined in the sole and
absolute discretion of the Debtors, of at least $500,000 greater
than the sum of (i) $7 million; (ii) the cash consideration under
the stock purchase agreement; and (iii) $186 million.  The
Debtors' auction is scheduled for Nov. 13, 2009, at 9:30 a.m.

Under a proposed plan of reorganization filed with the Bankruptcy
Court, all of the currently outstanding equity interests in
Crusader would be cancelled upon consummation of the SandRidge
transaction and Crusader and its wholly-owned subsidiaries would
become indirect, wholly-owned subsidiaries of SandRidge.

                       About Crusader Energy

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

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

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


CRUSADER ENERGY: Has Nod to Sell Some Properties to Gunn Oil
------------------------------------------------------------
Crusader Energy Group Inc. has obtained authorization from the
Bankruptcy Court to sell 75% working interest in leases for almost
131,000 net acres of properties to a group that includes Gunn Oil
Co, Bill Rochelle at Bloomberg reported.  No competing bids were
filed.  The buyers are re-acquiring properties they sold to
Crusader in July 2008.  The Gunn group is paying $400,000 cash
while forgiving a $9.7 million obligation.

               SandRidge Sale and Chapter 11 Plan

The Bankruptcy Court has authorized Crusader Energy Group to sell
substantially all assets at an auction where SandRidge Energy,
Inc., would be the lead bidder.  All bids for the Debtors' assets
were due Nov. 6, 2009.  In addition, bid must provide for an
aggregate consideration valued as determined in the sole and
absolute discretion of the Debtors, of at least $500,000 greater
than the sum of (i) $7 million; (ii) the cash consideration under
the stock purchase agreement; and (iii) $186 million.  The Debtors
will conduct an auction on Nov. 13, 2009, at 9:30 a.m.

Under a proposed plan of reorganization filed with the Bankruptcy
Court, all of the currently outstanding equity interests in
Crusader would be cancelled upon consummation of the SandRidge
transaction and Crusader and its wholly-owned subsidiaries would
become indirect, wholly-owned subsidiaries of SandRidge.

                       About Crusader Energy

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

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

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


DEQUEEN GENERAL: Buyer Did Not Breach Asset Purchase Agreement
--------------------------------------------------------------
WestLaw reports that under the provision of the asset purchase
agreement governing the sale of a Chapter 11 debtor's hospital
which indicated that the debtor, as the seller, was to retain and
that the buyer was not to pay or assume "current liabilities
(including accounts payable) of [the debtor] and any other
indebtedness, obligation or guarantee of [the debtor] . . . , all
as set forth in the Financial Statements of [the debtor] or [the
debtor's] Bankruptcy Schedules," the buyer did not assume the
debtor's administrative accounts payable under the theory that the
liabilities listed on the debtor's financial statements and
bankruptcy schedules would not include the accounts payable
incurred during the hospital's postpetition, pre-sale operations.
Therefore, the buyer and a related management company did not
breach the asset purchase agreement by paying the administrative
accounts payable from the proceeds of the sale.  In re DeQueen
General Hosp., --- B.R. ----, 2009 WL 3367499 (Bankr. W.D. Ark.).

DeQueen General Hostpial dba DeQueen Regional Medical Center,
operating a 94-bed facility located in DeQueen, Ark., sought
chapter 11 protection (Bankr. E.D. Ark. Case No. 04-75927) on
Sept. 3, 2004, sold its assets to DeQueen Medical Center, Inc.
(which was formed by JCE Healthcare Group, LLC, and which operated
the hospital post-petition) for $3.5 million, and confirmed a plan
of liquidation in June 2005.  Sale and transition negotiations
were conducted by the Debtor, JCE, and an active unsecured
creditors committee represented by counsel.  Streetman & Meeks,
PLLC, the Distribution Agent under the Liquidating Plan, then sued
(Bankr. W.D. Ark. Adv. Pro. No. 07-07284) JCE and the Purchaser,
asserting claims for turnover of estate property, breach of
fiduciary duty, conversion, fraudulent concealment, fraud, and
deceit, breach of contract, and equitable subordination.


DISH NETWORK: Dividend Distribution Won't Move Moody's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service said that Dish Network Corporation's Ba3
Corporate Family rating and stable outlook are not affected by the
company's announcement that its board has authorized a dividend
distribution of $2 per share on its outstanding Class A and Class
B common stock.  Based on the number of shares outstanding as of
October 23, 2009, the company will distribute approximately
$894 million in cash to its shareholders as part of the dividend.

The last rating action was on September 28, 2006, when Moody's
affirmed Dish's Ba3 CFR.

Dish's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (iii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Dish's core industry and
believes Dish's ratings are comparable to those of other issuers
with similar credit risk.

Dish Network Corporation is the third largest pay television
provider in the United States with 13.8 million subscribers as of
9/30/2009.  Annual revenues approximate $11.6 billion.


DOLLAR THRIFTY: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term ratings on
car renter Dollar Thrifty Automotive Group Inc. (parent of the
Dollar and Thrifty brands), including raising the corporate credit
rating to 'B-' from 'CCC', and removed the ratings from
CreditWatch, where S&P placed them with positive implications on
Oct. 21, 2009.  S&P also raised the rating on the company's
outstanding $231 million corporate credit facility to 'B-' from
'CCC-' and revised S&P's recovery rating to '3' from '5',
indicating meaningful (50%-70%) recovery of principal in a payment
default scenario.

The upgrade primarily reflects the improved operating and
financial performance that began in mid-2009.  The improved
operating performance is due to higher prices on leisure rentals
(from which Tulsa, Okla.-based DTAG generates about two-thirds of
its revenues), cost reductions, and an improved used car market.
The company's financial profile has benefited from improved
operations, debt reduction, and proceeds from the issuance of
$120 million of equity in early November 2009.  The recovery
rating change for DTAG's secured credit facility reflects the
company's response to weaker demand for automobile rentals through
reduced fleet levels, raised funds, and the amended credit
agreements.  A recovery in vehicle resale values that has
moderated depreciation expense, as well as aiding earnings and
cash flow, also supports the higher rating.

The outlook is stable.  "We don't foresee a ratings upgrade until
the demand environment improves for a sustained period," said
Standard & Poor's credit analyst Betsy R.  Snyder.  "We could
lower the ratings if price competition intensified materially or
if used car prices weakened substantially, either of which could
pressure earnings and cash flow, resulting in an operating margin
(after depreciation) below 5%; or if unrestricted cash falls below
$100 million," she continued.


DUANE READE: Files Final Prospectus for Exchange Offer
------------------------------------------------------
Duane Reade Inc. and Duane Read filed with the Securities and
Exchange Commission a final prospectus in connection with the
Company's offering to issue $300,000,000 of its 11.75% Senior
Secured Notes due 2015, whose issuance is registered under the
Securities Act of 1933, in exchange for a like aggregate principal
amount of 11.75% Senior Secured Notes due 2015, which were issued
on August 7, 2009.  The exchange notes will be issued under the
existing indenture, dated as of August 7, 2009.

The exchange notes will mature on August 1, 2015.  Duane Reade
will pay interest on the exchange notes on February 1 and August 1
of each year, beginning on February 1, 2010.

The exchange notes are guaranteed on a senior secured basis by
parent Duane Reade Holdings, Inc., and by all current and certain
future domestic subsidiaries of Duane Reade Inc.  Each guarantee
of the exchange notes will be a senior secured obligation of the
relevant guarantor and will rank equally in right of payment with
all existing and future senior indebtedness of such guarantor.

The exchange notes and the guarantees will be secured by a first
priority lien on all of Duane Reade's and its guarantors' assets
other than those assets that secure the obligations under the
Company's asset-based revolving loan facility and certain excluded
assets.  The exchange notes and the guarantees will be secured by
a second priority lien on the collateral securing the asset-based
revolving loan facility subject only to a first priority security
interest securing the revolving loan obligations up to the maximum
revolving debt amount and a first priority lien on the collateral
securing the asset-based revolving loan facility with respect to
that portion of the revolving loan obligations exceeding the
maximum revolving debt amount.

The exchange offer will expire at 5:00 p.m., New York City time,
on December 8, 2009, unless extended.

If all the conditions to this exchange offer are satisfied, the
Company will exchange all of its initial notes, that are validly
tendered and not withdrawn for the exchange notes.

The exchange notes the Company will issue in exchange for the
initial notes are new securities with no established market for
trading.

A full-text copy of the final prospectus is available at no charge
at http://ResearchArchives.com/t/s?493b

The Troubled Company Reporter said July 17 that Moody's Investors
Service assigned a Caa1 rating to Duane Reade's proposed new
$210 million senior secured notes and a Caa3 rating to its
proposed new $110 million senior subordinated notes.  Moody's also
affirmed Duane Reade's Caa1 Corporate Family Rating and Ca
Probability of Default Rating.  The rating outlook is stable.
Proceeds from the issuance of the notes will be used to fund the
company's cash tender offer for its outstanding $210 million
senior secured and $195 million senior subordinated notes.

Duane Reade's Caa1 CFR reflects the company's high leverage and
weak coverage along with its geographic concentration in and
disproportionate exposure to economic conditions in the intensely
competitive New York metro market.  The rating also incorporates
Moody's expectation that free cash flow will be weak over the next
twelve months due to relatively modest cash flow that is largely
consumed by capital expenditures.

                         About Duane Reade

Founded in 1960, Duane Reade is the largest drug store chain in
New York City, offering a wide variety of prescription and over-
the-counter drugs, health and beauty care items, cosmetics,
convenience foods, greeting cards and photofinishing.  As of
June 27, 2009, the Company operated 253 stores.


EMERGENCY MEDICAL: S&P Raises Corporate Credit Rating to 'BB'
-------------------------------------------------------------
On Nov. 11, 2009, Standard & Poor's Rating Services raised the
corporate credit rating on Emergency Medical Services Corp. to
'BB' from 'BB-', reflecting an improved financial risk profile as
EBITDA growth and financial discipline contributed to the company
maintaining leverage of less than 3x.  S&P also raised the issue-
level ratings on EMSC and its subsidiaries by one notch in
conjunction with the raising of the corporate credit rating.  S&P
also believe that Onex Partners' recent sale of about $370 million
of equity decreases the risk of a debt-funded dividend by the
company because the sale decreases Onex's ownership to 54%.  In
addition, the company's improved cash flow has strengthened
liquidity.

The high speculative-grade rating on emergency room outsourcing,
physician staffing, and emergency transport provider EMSC, which
has subsidiaries operating in the fragmented ambulance
transportation (American Medical Response; 57% of revenues) and
physician staffing (EmCare; 43% of revenues) industries, reflects
reimbursement risk, relatively thin operating margins, and
exposure to increased bad debt.  These concerns outweigh the
benefits of the company's relatively diverse payor and contract
mix and its ability to raise the subsidy received from hospitals
to offset any negative trends in patient mix, self-pay volumes, or
reimbursement cuts.  An intermediate financial risk profile
supports the rating.

Although AMR and EmCare are the leading providers in their
respective businesses (ambulance transportation and emergency
department physician staffing), they operate in highly fragmented
industries where they each hold less than 10% market share and
where government reimbursement for its services historically has
been uncertain.  Although about 70% of revenues are derived from
commercial payors, managed care companies, and hospital subsidies,
tight government reimbursement has contributed to thin operating
margins.  EMSC derives 30% of its revenues from Medicare, and to a
lesser extent, Medicaid.  Moreover, it is uncertain whether
favorable commercial payor trends will continue, even though
EmCare can request increased hospital subsidies when reimbursement
is reduced.  S&P view AMR's Medicare reimbursement as stable in
the near term, as the 2% urban/3% rural add-on is likely to be
extended through December 2011.  With the exception of 911
contracts (about 30% of revenue), EMSC's contracts are generally
not very sticky because of low switching costs.

Despite the risks associated with ambulance services and physician
staffing, the revenue and EBITDA for both AMR and EmCare have
increased recently through a combination of new contracts, same-
store growth, and acquisitions.  As a result, credit metrics have
gradually improved.  Lease-adjusted debt to EBITDA was 2.1x as of
Sept. 30, 2009, and EBITDA interest coverage was 5.3x.  Funds from
operations (FFO) to debt increased to 44% from 33% in 2007,
reflecting relatively sound and improving cash flow generation for
the rating.


ENERGY FUTURE: Debt Swap Fails, Deals Blow to Owners
----------------------------------------------------
Energy Future Holdings Corp.'s plan to reduce debt by swapping $6
billion of bonds for $4 billion of new securities failed, the
company said in a statement.

The Company said that approximately $357.5 million principal
amount of old notes were validly tendered and not validly
withdrawn in the Exchange Offers.  Approximately $256.6 aggregate
principal amount of New Senior Secured Notes will be issued in
exchange for old notes tendered.  The Company reduced the maximum
exchange amount to $3 billion from $4 billion on Oct. 23.
However, it still did not receive the requisite consents necessary
to approve the proposed amendments in the consent solicitations.

Energy Future had offered to exchange $435 to $710, with a $30
additional consideration for early tenders, for every $1,000 in
principal of existing notes tendered in the "distressed" exchange.

"We remain committed to improving our balance sheet," said Paul
Keglevic, Executive Vice President and Chief Financial Officer of
EFH Corp., said in a statement. "We will continue to explore all
options available to us to achieve this objective."

The failure of the bond swap deals a blow to the Texas electricity
provider's owners, buyout firms KKR & Co. and TPG, Bloomberg News
reported.  According to the report, Energy Future needs to cut
debt after KKR and TPG paid $43 billion for the company in October
2007, the largest buyout in history, before energy prices, equity
and credit markets tumbled.

"Bondholders aren't stupid," said Carl Blake, an analyst at New
York-based Gimme Credit LLC. "The company is going to have come up
with another offer that doesn't simply switch value from
bondholders to its private-equity owners."

Energy Future has $45 billion of loans and bonds, including $28.3
billion it must repay by the end of 2014, Bloomberg data
show.

The Company's $1.8 billion of 10.875% notes due in 2017 rose 2
cents to 74.5 cents on the dollar as of 4:06 p.m. in New York on
November 12, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.  The bonds have
risen from 69 cents on the dollar on Oct. 6, the day after the
swap was launched.  Energy Future's $744.3 million of 6.55% bonds
due in 2034 rose 2 cents to 47.5 cents on the dollar, Trace data
show.

According to Bloomberg, credit-default swaps on Energy Future
fell 0.4 percentage point to 29.1% upfront, according to CMA
DataVision.  That means it would cost $2.9 million initially and
$500,000 annually to protect $10 million of Energy Future debt for
five years.  The cost of the credit-default swaps implies that
traders have priced in a 68% chance that the company will default
within five years, according to CMA.  The model assumes investors
could recover 30 cents on the dollar after a default.

Credit-default swaps pay the buyer face value in exchange for the
underlying bonds or the cash equivalent should a company fail to
meet its debt obligations.

                        About Energy Future

Energy Future Holdings Corp. is a diversified energy holding
company with a portfolio of competitive and regulated energy
businesses in Texas.  Oncor, an 80%-owned entity within the EFH
group, is the largest regulated transmission and distribution
utility in Texas.  The company delivers electricity to
approximately three million delivery points in and around Dallas-
Fort Worth.

                           *     *     *

In October 2009, Moody's Investors Service downgraded the
probability of default rating for Energy Future to 'Ca' from
'Caa1' and affirmed the 'Caa1' corporate family rating following a
recent debt exchange which Moody's believes was a distressed
exchange.  Fitch Ratings has affirmed an issuer default rating of
'B', with negative outlook, for Energy Future


ERICKSON RETIREMENT: Proposes More Protection to Deposits
---------------------------------------------------------
Erickson Retirement Communities LLC and its units previously
sought to escrow all initial entrance deposits received from the
residents postpetition.  Vincent P. Slusher, Esq., at DLA Piper
LLP, in Dallas, Texas, disclosed that at the October 29, 2009
Escrow Motion hearing, the Debtors indicated the need to expand
the Escrow Motion to respond to additional concerns from
regulators and other parties in their Chapter 11 cases, including
National Senior Campuses, Inc., who represents the not-for-profit
organizations that operate the campuses.  Moreover, responses
received from state regulators indicate that they require
additional protections to residents and potential residents.

The Court granted the Initial Escrow Motion, but determined that
the additional protections sought by the Debtors would require a
subsequent hearing.

Mr. Slusher informs the Court that the Debtors had conversations
with state regulators regarding the protections proposed under
the Escrow Motion as well as additional protections.  The
Debtors, with the input of state regulators and NSC, determined
that additional protections are required to protect the
residents' Initial Entrance Deposits.

By this motion, the Debtors ask the Court to approve these
additional protections for the Initial Entrance Deposits:

  (i) Resident and Care Agreements must be amended with an
      addendum providing that residents will be entitled to
      refunds of their Initial Entrance Deposits, to the extent
      deposited in an escrow account during the pendency of the
      Debtors' Chapter 11 cases if they elect to leave their
      continuing care retirement communities.

(ii) The Escrow Agent designated by the Debtors will be
      required to return the Initial Entrance Deposits in the
      escrow account to the residents who had made those
      payments should any transaction involving a Debtor
      Landowner occur that results in a closure of any CCRC.

(iii) The Escrow Agent will be required to immediately turn over
      to the DIP Lender all Initial Entrance Deposits held in
      the Escrow Account, which Initial Entrance Deposits will
      be applied by the DIP Lender to satisfy the individual
      Debtors' obligations under the DIP financing loan
      documents or cash collateral orders, as applicable,
      without further order of the Court.

      Any remaining sums of the Initial Entrance Deposits held
      in the Escrow Account will be turned over to the
      applicable prepetition lender agent and applied to the
      Debtors' obligations under their Construction Loan, upon
      the earlier of: (1) a disposition of the assets of the
      Debtor Landowner; or (2) the confirmation of a plan of
      reorganization, and subject to the Court's order on the
      Debtors' DIP Financing.

According to Mr. Slusher, the Debtors recently received
$1,000,000 in Initial Entrance Deposits.

The Debtors believe that the proposed modifications of the IED
protection provisions are critical to obtaining new Initial
Entrance Deposits pending confirmation of a plan in their Chapter
11 cases.

A resident's ability to elect to leave his or her CCRC is
necessary to provide prospective residents with the peace of mind
that during the pendency of the Debtors' Chapter 11 cases, they
are not held captive by their obligations under the Residence and
Care Agreements, Mr. Slusher points out.  In contrast, he cites,
the current requirement that a new resident pay an Initial
Entrance Deposit prior to the refund of an exiting resident's
Initial Entrance Deposit will deter prospective residents from
entering into Residence and Care Agreements while the Debtors'
bankruptcy cases are pending.  Equally important to a resident's
peace of mind is the knowledge that should his or her CCRC close,
its Initial Entrance Deposit would be promptly refunded to that
resident, Mr. Slusher says.  Should a Closure Event happen, it is
imperative that the residents have access to the Initial Entrance
Deposits paid upon their residency of the CCRC, he avers.

Moreover, the Additional Protections sought are necessary
safeguards that many regulatory agencies in the states, where the
Debtors are operating, are requiring for these agencies to permit
the Debtors to continue to take new residents into their
facilities, Mr. Slusher maintains.

In a related request, the Debtors ask the Court to consider the
Additional Protections Motion, on an expedited basis, on Nov. 18,
2009, citing that a prompt resolution of the Additional
Protections Motion is necessary for their successful
reorganization.

                      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: Hearing on Sec. 333 Ombudsman Nov. 18
----------------------------------------------------------
Erickson Retirement Communities LLC and its units currently manage
and have varying interests in 20 continuing care retirement
communities in 11 states.  The CCRCs, which are in various stages
of completion or development, are large campus style communities
offering seniors a full life cycle of retirement services from
independent living though skilled nursing.

On behalf of William T. Neary, as United States Trustee for
Region 6, Nancy Sue Resnick, Esq., in Dallas, Texas, notes that
the definition of "health care business" under Section 101(27)(A)
of the Bankruptcy Code is sufficiently broad to determine whether
the Debtors' operations falls within the definition of "health
care business."

Moreover, Section 333 of the Bankruptcy Code provides that if the
Debtor under Chapter 11 is a health care business, the Court will
order, no later than 30 days after the Petition Date, the
appointment of an ombudsman to monitor the quality of patient
care and to represent the interests of the patients of the health
care business unless the Court finds that the appointment is not
necessary.

At the behest of the U.S. Trustee, Judge Stacey Jernigan of the
U.S. Bankruptcy Court for the Northern District of Texas has set
November 18, 2009, as the hearing date to determine:

  (1) the issue of whether the Debtors' business falls within
      the definition of health care business; and

  (2) if the Debtors' business falls within the definition of a
      health care business, whether the facts warrant the
      appointment of a patient care ombudsman.

The Debtors are directed to serve notice of the Court's ruling to
governmental regulatory authorities that regulates their business
in Texas.  A list of the governmental regulatory agencies is
available for free at:

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

                      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: U.S. Unit Seeks Removal Period Until Feb. 10
-------------------------------------------------------
Escada (USA) Inc. asks the Court to extend the period within
which it may remove actions pursuant to Section 1452 of the
Judiciary and Judicial Procedures Code and Rule 9027 of the
Federal Rules of Bankruptcy Procedure through and including
February 10, 2010.

Section 1452(a) provides that a party may remove any claim or
cause of action in a civil action to the district court for the
district where that civil action is pending.  In accordance with
Bankruptcy Rule 9027, a notice of removal may be filed in the
bankruptcy court within (i) 90 days after the Petition Date, (ii)
30 days after the entry of a stay termination ruling,  or (iii)
30 days after a trustee qualifies in a Chapter 11 case but not
later than 180 days after the Petition Date.  With cause,
however, the Court may extend a debtor's removal period.

The Debtor's current Removal Period is set to expire on
November 12, 2009.

As of October 28, 2009, the Debtor is party to several
administrative proceedings and civil actions pending in various
state courts and administrative tribunals, many of which may be
subject to removal, Gerald C. Bender, Esq., at O'Melveny & Myers
LLP, in New York, relates.

According to Mr. Bender, the Debtor's primary focus in the
Chapter 11 Case has been advancing its restructuring efforts with
the goal of a successful and expeditious emergence from
bankruptcy.  Since the Petition Date, the Debtor has worked
diligently on a number of critical matters and focused on, among
other things:

  -- stabilizing the Debtor's business from an operational
     standpoint;

  -- obtaining relief that has enabled the Debtor to continue
     operating its business;

  -- including obtaining approval to pay certain prepetition
     claims relating to the Debtor's employees, common carriers,
     and workers' compensation and other insurance programs;

  -- negotiating commercial terms with many of its suppliers and
     other trade creditors; and

  -- preparing and filing the Debtor's extensive schedules of
     assets and liabilities and statements of financial affairs.

As a result of the Debtor's attention to these critical matters,
Mr. Bender avers, the Debtor has not yet completed a thorough
analysis of the pending Actions and has not yet decided whether
to remove any of the Actions.

Under the circumstances of the Chapter 11 case, the Removal
Period Extension will provide the Debtor with the necessary time
to consider and make informed, deliberate decisions concerning
the removal of any of the Actions, Mr. Bender states.

Mr. Bender asserts that the rights of any counterparty to the
Actions will not be prejudiced by the proposed Removal Period
Extension.  Pursuant to Section 362(a) of the Bankruptcy Code,
the vast majority of the Actions are automatically stayed as to
the Debtor, even absent an extension of the Removal Period, he
points out.  If the Debtor ultimately seeks to remove any of the
Actions, he adds, other parties to the litigation in the Action
can seek to have that Action remanded pursuant to Section
1452(b).

                         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: U.S. Unit to Reject 4 Chicago & SOHO Store Leases
------------------------------------------------------------
Escada (USA) Inc. sought and obtained the Court's permission to
reject four unexpired non-residential real property leases
effective as of these dates:

                                                       Proposed
                                                       Rejection
  Contract              Counterparties                    Date
  --------              --------------                 ---------
  Lease Agreement       U.S. Equities Realty, Inc.      12/06/09
                        20 North Michigan Avenue
                        Suite 400
                        Chicago, IL 6062

  Sublease Agreement    STYD, L.P.
                        c/o U.S. Equities Realty, Inc.  12/06/09
                        20 North Michigan Avenue
                        Suite 400
                        Chicago, IL 60602

  Sub-Sublease          560 Broadway LLC                10/31/09
  Agreement or the      c/o Wharton Properties
  Soho Lease            500 5th Avenue, 54th Floor
                        New York, NY 10110

  Third Modification    560 Associates, LLC             10/31/09
  of Lease Agreement    Newmark Knight Frank
  and Consent or the    125 Park Avenue, 11th Floor
  Prime Lease           New York, New York 10017
  Modification

Pursuant to the Chicago Lease, the Debtor pays a yearly rent
aggregating $2,748,620.  In addition, there is an approximate
$705,443 monthly charge for the Debtor's proportionate share of
expenses and taxes of the retail center under the Chicago Lease.
The Debtor is currently running retail operations in its Chicago
Store but intends to cease operations and vacate the premises by
November 6, 2009.

Pursuant to the Soho Lease, the Debtor is obligated to pay fixed
rent of $2,180,000 for the first lease year, or a full twelve-
month period beginning on the commencement date of the Lease.
For the remaining term of the Soho Lease, the annual rent is
equal to (i) $2,240,000 for Lease Year 2, (ii) $2,301,800 for
Lease Year 3, (iii) $2,365,454 for Lease Year 4, (iv) $2,431,018
for Lease Year 5, and (v) $2,498,548 for Lease Year 6.

In addition, pursuant to the Soho Lease, the Debtor provided an
irrevocable letter of credit in the initial amount of $3,927,461
with respect to the Sublease between Ann Taylor, as sublessor,
and 560 Broadway, as subtenant.

Upon evaluation, the Debtor has determined that the Chicago and
Soho Leases are no longer useful or beneficial to its ongoing
operations.  Due to the current restructuring of its business and
finances and its current lack of adequate liquidity, the Debtor
does not believe the lease locations merit the considerable
investment required to operate the stores going forward.

Rejecting Leases and the Prime Lease Modification will minimize
administrative expenses, maximize distributions to creditors in
Escada's Chapter 11 case and return control of the premises to
the Landlords, the Debtor points out.

                         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)


FAIRPOINT COMMUNICATIONS: Noteholders Withdraw Request
------------------------------------------------------
Law360 reports that the ad hoc committee of noteholders in
FairPoint Communications Inc.'s Chapter 11 case has withdrawn its
request for the appointment of an examiner, just weeks after the
telecommunications company's business plan and public statements
leading up to its filing were found to be unreliable due to either
obfuscation or incompetence.

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

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

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

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

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


FLEETWOOD ENTERPRISES: Court OKs Sale of Assets to Keystone RV
--------------------------------------------------------------
The Hon. Merideth A. Jury of the U.S. Bankruptcy Court for the
Central District of California authorized Fleetwood Travel
Trailers of Oregon, Inc., an affiliate of Fleetwood Enterprises
Inc., to sell certain real and personal property assets to
Keystone RV Company, free and clear of liens, claims, interests
and encumbrances.

The property assets for sale, pursuant to Section 363 of the
Bankruptcy Code, were related to two travel trailer manufacturing
plants located in Pendleton, Oregon.

Based in Riverside, California, Fleetwood Enterprises, Inc.,
together with 19 of affiliates, filed for Chapter 11 protection on
March 10, 2009 (Bankr. C. D. Calif. Lead Case No. 09-14254).
Craig Millet, Esq., and Solmaz Kraus, Esq., at Gibson, Dunn &
Crutcher LLP, represent the Debtors in their restructuring
efforts.  FTI Consulting Inc. is the financial advisors to the
Debtors.  The Debtors tapped Greenhill & Co. LLC as its investment
banker.


FOUNTAIN POWERBOATS: Creditor Wants to File "Superior" Plan
-----------------------------------------------------------
Greg Katski, community editor at Washington Daily News, reports
that FB Investment LLC asked the U.S. Bankruptcy Court for the
Eastern District of North Carolina to terminate the exclusive
period of Fountain Powerboat Industries Inc. to file a plan of
reorganization.

FB Investment is a unit of Oxford Investment Group, a secured
creditors of Fountain Powerboat, Mr. Katski relates.  According to
person familiar with the matter, Oxford said it has a business
plan superior to Fountain Powerboats' plan.  The Court is
scheduled to hear the objectoin on Dec. 1, 2009.

Fountain Powerboats exclusive period to file a Chapter 11 plan
expires Dec. 22, 2009.

Fountain Powerboat Industries filed for Chapter 11 bankruptcy
protection on August 24, 2009 (Bankr. E.D. N.C. Case No. 09-
07132).  The Company's affiliates -- Fountain Powerboats, Inc.,
Fountain Dealers' Factory Superstore, Inc., and Baja by Fountain,
Inc., also filed for bankruptcy.  John A. Northen, Esq., and
Stephanie Osborne-Rodgers, Esq., at Northen Blue, LLP, assist
Fountain Powerboat in its restructuring efforts.  Fountain
Powerboat listed $3 in assets and $19,619,331 in liabilities.


FOURTH QUARTER PROPERTIES: Asks Court OK to Use Cash Collateral
---------------------------------------------------------------
Fourth quarter Properties 118, LLC, et al., has sought the
approval of the U.S. Bankruptcy Court for the Northern District of
Georgia to use cash collateral.

Each of the Debtors owns separate parcels of adjoining San
Antonio, Texas real property which contains a number of
improvements and are jointly operated as a retail shopping center,
or mall, commonly known as the RIM (the Property).

The Debtors are asking the Court to require it lenders to turn
over rents which they have collected from the Property.  The
Debtors are asking the Court to grant interim and final
authorization to use the rents as cash collateral to pay the
operating expenses of the Property.

According to the lenders, each of the Debtors are jointly
obligated to various lenders on the basis of these promissory
notes:

     (a) secured promissory note from Debtors to Wachovia Bank,
         National Association dated April 25, 2008, in the
         principal amount of $54,941,285;

     (b) secured promissory note from Debtors to Compass Bank
         dated April 25, 2008, in the principal amount of
         $30,000,000;

     (c) secured promissory note from Debtors to PNC Bank,
         National Association ("PNC Bank") dated April 25, 2008,
         in the principal amount of $25,000,000; and

     (d) secured promissory note from Debtors to Carolina First
         Bank dated April 25, 2008, in the principal amount of
         $15,000,000.

Wachovia acts as the Administrative Agent for the Lenders on the
Notes.  The Lenders claim that the Debtors jointly owe them the
total sum of $117,342,522.

The Lenders contend that the Debtors' obligations to them are
secured by (a) Deed of Trust and Security Agreement with respect
to the Property dated April 25, 2008, from the Debtors to TRUSTEE,
Inc.; (b) Assignment of Rents and Leases with respect to the
property dated April 25, 2008, from the Debtors to Wachovia; (c)
UCC Financing Statement recorded on May 1, 2008, in the records of
the Clerk of Superior Court of Coweta County, Georgia; and (d) UCC
Financing Statement recorded on or about May 1, 2008, in the
records of the Clerk of Court of Bexar County, Texas.

Wachovia demanded before the Debtors' bankruptcy filing that the
Debtors' tenants pay their rent to Wachovia.  Wachovia has
received $535,079.89 from the tenants on rents owed in September
2009 and $407,664.96 representing rents owed in October 2009.

The Debtors are asking the Court that Wachovia be required (i) to
provide an accounting of the rents which it has collected from the
Property; (ii) to cease and desist from collecting any future
rents; and (iv) to turn over to Debtors any future rents which it
will receive.  According to the Debtors, the rent from the
Property is their sole source of income, and without use of these
rents to operate the Property, the Debtors will be forced to
close.

The Debtors say that they need to use the cash collateral in
operation of their business in accordance with the budgets, copies
of which are available at:

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

                      Adequate Protection

Debtors contend that there is equity in the Property over and
above the asserted liens of the Lenders.  According to the
Debtors, the Lenders are adequately protected by an equity cushion
in the Property.

The Lenders' lien in the rents also continues postpetition, the
Debtors say.  Over the period of time covered by the budgets, net
revenue after direct expenses will total $2,347,142.83.  The
accrual of the additional rents provides additional adequate
protection to the Lenders.

The Debtors say that operation of their business and Property will
maintain the value of the Property.  The Debtors will provide
Lenders with reasonable access to inspect the Property and will
provide monthly reports on the operations o the Property and the
use of the rents.

                 About Fourth Quarter Properties

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.


FREEDOM COMMUNICATIONS: Creditors Panel Wants Investment Adviser
----------------------------------------------------------------
According to Bill Rochelle at Bloomberg News, the Official
Committee of Unsecured Creditors of Freedom Communications Inc.
has asked the Bankruptcy Court for permission to hire an
investment adviser and search for an alternative plan sponsor,
using confidential information from the Company.  The Committee
contends that the plan proposed by management "inappropriately
provides for distributions to the old equity interests who control
the board, while inflicting massive impairment and discrimination"
on unsecured creditors.

The Committee, according to the Bloomberg report, points out that
the agreement with the existing plan sponsors has a "no shop
provision" prohibiting the company from seeking higher offers.  It
argues that the Company should have sought bankruptcy court
approval for the no-shop agreement.

The Committee's motion is scheduled for hearing Nov. 23.

                    Freedom's Pre-Arranged Plan

Freedom Communications Inc. will seek approval of the disclosure
statement explaining the terms of its Chapter 11 reorganization
plan on December 17.

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.


FRONTIER AIRLINES: Professionals File Final Fee Applications
------------------------------------------------------------
These professionals ask Judge Drain to award them fees, and
reimburse the expenses they incurred for services rendered in the
Debtors' Chapter 11 cases for the period ending September 30,
2009:

Professional               Fee Period        Fees      Expenses
-----------                ----------        ----      --------
Seabury Transportation     4/10/08       $11,185,390   $238,299
Holdings LLC               to 9/30/09

Davis Polk &               4/10/08        14,593,710    205,467
Wardwell LLP               to 9/30/09

Houlihan Lokey             4/24/08         2,585,000    112,886
Howard & Zukin             to 9/30/09

KPMG LLP                   5/13/08         1,698,222     16,414
                            to 9/30/09

Wilmer Cutler Pickering    4/24/08         1,659,184     21,311
Hale and Dorr LLP          to 9/30/09

Jefferson Wells            8/01/08           657,154     10,362
International, Inc.        to 9/30/09

Deloitte Tax LLP           7/01/08           629,997      5,322
                            to 9/30/09

Faegre & Benson LLP        4/10/08           331,642      2,545
                            to 9/30/09

Togut, Segal               8/01/09           246,436      1,555
& Segal LLP                to 9/30/09

Statutory Committee        4/24/08
of Unsecured Creditors     to 9/30/09              0     30,776


                      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)


FTI CONSULTING: Accelerated Buyback Won't Affect S&P's BB+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
rating on FTI Consulting Inc. (BB+/Stable/--) is not currently
affected by the company's recent announcement of an accelerated
$250 million stock buyback agreement with Goldman, Sachs & Co.
FTI will use cash on hand and will not incur any debt for the
buyback.  It will pay Goldman Sachs to repurchase outstanding
shares of its common stock as part of its previously established
$500 million share repurchase program.

Goldman Sachs is expected to purchase shares of FTI's common stock
in the open market.  The company will receive a substantial
majority of the shares to be delivered under the agreement by no
later than Nov. 12, 2009.  Under the agreement, final settlement
may occur in July 2010 or sooner at Goldman Sachs' discretion.  At
settlement, FTI may be entitled to receive additional shares of
common stock from Goldman Sachs, or under certain circumstances,
may be required to make a payment to Goldman Sachs.

FTI has sufficient liquidity even after the share buyback.  Pro
forma for the Goldman Sachs transaction, about $64 million of cash
and cash equivalents, $171 million of borrowing availability under
its $175 million revolving credit facility as of Sept. 30, 2009,
and good discretionary cash flow provide liquidity.  For the 12
months ended Sept. 31, 2009, discretionary cash flow was about
$228 million.  S&P will closely monitor FTI's financial policy
with regard to further share buybacks and acquisitions, given this
unexpected announcement.  S&P could revise its rating if liquidity
is further reduced or if leverage rises to near 3x, which S&P
believes would most likely occur as a result of debt-financed
acquisitions.  Lease-adjusted total debt to EBITDA was about 2.0x
for the 12 months ended Sept. 30, 2009.

The company reported good operating results in the third quarter.
Solid growth in the corporate finance and restructuring, and
economic consulting segments contributed to a quarterly EBITDA
increase of approximately 14% year over year on 7% revenue growth.
These areas' performance more than offset some softness in the
technology and strategic communications segments.


GEMCRAFT HOMES: Files Chapter 11 Petition in Baltimore
------------------------------------------------------
Gemcraft Homes Inc. filed under Chapter 11 in Baltimore on Nov. 9
(Bankr. D. Md. Case No. 09-31696).

Closely held Gemcraft sold 770 homes in 2006.  Sales slipped to
501 in 2008, with 350 projected this year.  Along with affiliates,
the companies owe $131 million to secured lenders.  Gemcraft
claims assets are worth more than $100 million.

An affiliate is offering to provide $5 million in unsecured
financing, Bill Rochelle at Bloomberg News said.

Gemcraft Homes Inc. is a homebuilder based in Forest Hill,
Maryland.


GENERAL GROWTH: PBGC, Et Al., to File Consolidate Claims
--------------------------------------------------------
General Growth Properties Inc. and its units entered into separate
stipulations with these parties for filing proofs of claims:

  * Pension Benefit Guaranty Corporation
  * Millard Group
  * Goldman Sachs Mortgage Company
  * Sears, Roebuck and Company
  * ACE American Insurance Company and its affiliates

PBGC's filing of each proof of claim on its own behalf or on
behalf of the Debtors' pension plans in General Growth
Properties, Inc.'s Chapter 11 case will, at the time of its
filing, be deemed filed not only in GGP's case, but also in each
of the Debtors' Chapter 11 cases, a list of which is available
for free at: http://bankrupt.com/misc/ggp_pbgcdebtors.pdf

Millard Group's filing of a single consolidated proof of claim in
GGP Limited Partnership's Chapter 11 case, will be at the time of
its filing be deemed filed not only in GGP LP's case, but also in
the Chapter 11 cases of these Debtors, provided that the
consolidated proof of claim with set forth the applicable
contracts and dollar amounts as to those Debtors against which
Millard asserts its claim.

Moreover, Goldman Sachs Mortgage Company, GGP Lenders, L.L.C.
and The PrivateBank and Trust Company, lenders under an Amended
and Restated Credit Agreement, are permitted individually to file
consolidated proofs of claim in Debtor Apache Mall, LLC's Chapter
11 case that will be deemed to have been filed in the cases of
the applicable Debtors.

Sears is allowed to file a single consolidated proof of claim in
the Chapter 11 case of GGP LP that will be deemed to have been
filed in the Chapter 11 cases of each of the Debtors against whom
the claim may be properly asserted.  However, Sears' consolidated
proof of claim will:

  (i) identify the relevant properties;

(ii) describe the relevant agreement;

(iii) set forth the basis for and dollar amounts of each of
      Sears' claims; and

(iv) identify the Debtors against which Sears asserts its
      claims.

The filing of a consolidated proof of claim by ACE American
Insurance Company on its own behalf and on behalf of the ACE
Companies in the Chapter 11 case of GGP will be deemed filed by
each of the ACE Companies in the Chapter 11 cases of the Debtors
identified by the ACE Companies.  The ACE consolidated proof of
claim will include an exhibit that

  (i) lists the policies and agreements by policy number;

(ii) provides an aggregate claim; and

(iii) for each Policy, provides the policy period, the type of
      coverage, the issuing ACE Company and the first named
      insureds and identifies whether endorsements to the Policy
      list additional insureds by relationship or by name.

Judge Gropper approved the stipulations entered with PBGC,
Millard Group, Goldman Sachs and the ACE Companies.

Moreover, in separate stipulations, the filing of a consolidated
proof of claim by each of these officers in GGP's bankruptcy case
will be deemed filed in the Chapter 11 cases of the Debtors (i)
in which they served as or continue to serve as an officer and
director; and (ii) in which they have or may assert or invoke a
right of indemnification or contribution:

  * Michael Chimitris,
  * Rosemary G. Feit,
  * Michele Chaffee,
  * Ryan Whitacre,
  * Linda J. Wight,
  * Kathleen M. Courtis,
  * Thomas D'Alesandro,
  * Howard Sigal,
  * Dan Sheridan,
  * Carol A. Williams, and
  * Warren W. Wilson
  * Bernard Freibaum

                  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)


GEMCRAFT HOMES: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gemcraft Homes, Inc.
           Gemcraft Homes Baltimore Division
           Gemcraft Homes North Division
           Gemcraft Homes Western Division
           Gemcraft Homes South Division
           Gemcraft Homes Lower Shore
           Gemcraft Homes Eastrn Shore
           Gemcraft Homes Delaware
           Gemcraft Homes Harrisburg
           Gemcraft Homes Tidewater
           Gemcraft Chesapeake (condo community in DE-Eagle Point)
           St. Helen's (condo community in DE)
           The Preserve at Jefferson Creek (condo community in DE)
        2205 Commerce Road , Suite A
        Forest Hill, MD 21050

Bankruptcy Case No.: 09-31696

Debtor-affiliate filing separate Chapter 11 petition:

    Entity                                 Case No.
    ------                                 --------
DLM, LLC                                   09-
Gemcraft Homes Group, Inc.                 09-
Gemcraft Homes Forest Hill, LLC            09-
Gemcraft Chesapeake, LLC                   09-
Harkins Property, LLC                      09-
The Preserves at Jefferson Creek, LLC      09-
S & M Properties, LLC                      09-

Chapter 11 Petition Date: November 9, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

About the Business: Gemcraft Homes Inc. is a homebuilder based in
                    Forest Hill, Maryland.

Debtors' Counsel: G. David Dean II, Esq.
                  Cole Schotz Meisel Forman & Leonard P.A.
                  300 E. Lombard Street , Suite 2000
                  Baltimore, MD 21202
                  Tel: (410) 528-2972
                  Fax: (410) 230-0667
                  Email: ddean@coleschotz.com

                  Gary H. Leibowitz, Esq.
                  Cole, Schotz, Meisel, Forman & Leonard
                  300 E. Lombard Street, Suite 2000
                  Baltimore, MD 21202
                  Tel: (410) 528-2971
                  Fax: (410) 230-0667
                  Email: gleibowitz@coleschotz.com

                  Irving Edward Walker, Esq.
                  Cole Schotz Meisel Forman & Leonard, PA
                  300 E. Lombard Street , Suite 2000
                  Baltimore, MD 21202-3171
                  Tel: (410) 528-2970
                  Fax: (410) 230-0667
                  Email: iwalker@coleschotz.com

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

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

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

            http://bankrupt.com/misc/mdb09-31696.pdf

Debtor's List of 30 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
Eighty-Four Lumber             Trade Debt             $918,246
12400 Pulaski Hwy
Joppa, MD 21085

The L&L Company                Trade Debt             $800,133
8500 Phoenix Drive
Manassas, VA 20110

Bustamante Concrete            Trade Debt             $706,761
PO Box 1035
Abingdon, MD 21009

Dixie Construction             Trade Debt             $618,132
260 Hopewell Road
Churchville, MD 21028

Archer Exteriors, Inc.         Trade Debt             $523,827
341 Harding Hwy.
Pittsgrove, NJ 08318

REICO                          Trade Debt             $370,326
6790 Commercial Drive
Springfield, VA 22151

Hall Mechanical &              Trade Debt             $310,384
Associates, Inc.
707 Belair Ave.
Front Royal, VA 22630

Bollinger Construction         Trade Debt             $287,809
1 Creamery Way
Emmittburg, MD 21727

Keka Contractors Inc.          Trade Debt             $275,165
15 Curlew Court
Rehoboth Beach, DE 19971

Builders First Source          Trade Debt             $272,729
18 Industrial Drive
North East, MD 21901

DGO's Concrete, Inc.           Trade Debt             $224,872

All Shore, Inc.                Trade Debt             $219,628

American Residential           Trade Debt             $219,289

Chesapeake Plumbing &          Trade Debt             $193,294
Heating, Inc.

Benfield Electric Co. Inc.     Trade Debt             $181,548

D & I, LLC                     Trade Debt             $177,693
t/a Drywall Interiors

East Coast Electric Co.        Trade Debt             $159,473

D&R Construction Co.           Trade Debt             $159,069

RedSteel HVAC, Inc.            Trade Debt             $157,851

Smart Energy Systems Inc.      Trade Debt             $142,676

Ridge Plumbing, Heating        Trade Debt             $142,670
& Air Conditioning, Inc.

S&L Plumbing, Inc.             Trade Debt             $141,849

B&F Drywall                    Trade Debt             $140,178

T&D Paving, Inc.               Trade Debt             $123,834

Complete Home Services, Inc.   Trade Debt             $117,045

Industrial Lighting Holding    Trade Debt             $115,199
Company, Inc.

Southern Electrical Service    Trade Debt             $113,208
Co., Inc.

Spartan Enterprises, Inc.      Trade Debt             $113,033

D & S Drywall, Inc.            Trade Debt             $111,995

A.N.C. Painting & McCormick    Trade Debt             $105,709
Paint Works

The petition was signed by William R. Luther Jr., the company's
president.


GENERAL GROWTH: Stay Lifted for Bank of George to Foreclose
-----------------------------------------------------------
General Growth Properties, Inc., is a party to a Lease Agreement
with D&W, Inc., whereby GGP owns and operates a shopping center
as Fremont Plaza on certain property subject to the Master Lease.
GGP subleased a portion of the Property to Cogent Investments,
LLC, pursuant to a November 30, 2006 lease agreement.  Cogent
contracted for the performance of certain construction work
located with the Fremont Plaza.

To finance the construction of the tenant improvement, Cogent
obtained a loan in the principal amount of $2,950,000 from Bank
of George, which Loan is secured by (i) a Construction Loan
Agreement, (ii) a Promissory Note, and (iii) a Construction Deed
of Trust, which secures among others, Cogent's leasehold interest
in the Lease.  After Cogent's default under the Loan, Bank of
George recorded a Notice of Breach and Election to Sell.  Bank of
George's Notice of Default initiated the nonjudicial foreclosure
sale of the secured property under the Deed of Trust.  Moreover,
these companies filed mechanics' liens against the Property for
Cogent's non-payment of construction services provided:

   Claimant                         Lien Amount
   --------                         -----------
   Sunbelt Rentals                       $6,471
   Focus One Construction Inc.          290,136
   A-1 National Fire Co., Inc.           37,961

In April 2009, Bank of George commenced an action against
Cogent in the District Court of Nevada, Clark County for defaults
under the Loan.  The Nevada District Court entered an order
appointing Nigro Management LLC as receiver for Cogent.

By this stipulation, GGP and Bank of George agree to lift the
automatic stay solely to allow Bank of George to foreclose on the
Deed of Trust.  Bank of George's foreclosure on the Deed of Trust
will not impact GGP's rights and interest in the Master Lease or
the Property.   The Debtors will not be liable to Bank of George,
the Receiver, or any other person for any acts taken by Bank of
George or the Receiver in connection with the
foreclosure on the Deed of Trust.

                  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: 225 Claim Transfers for Past 30 Days
----------------------------------------------------
The Clerk of Court recorded 225 claim transfers from October 6 to
November 6, 2009.

Sierra Liquidity Fund, LLC withdrew its notice of Law Kingdon,
Inc.'s transfer of claims for $11,443 and $273 to Sierra
Liquidity.  In another filing, Sierra Liquidity withdrew its
notice of Glimane Security Specialists' transfer of its claim
amounting to 36,776 to Sierra Liquidity.

In another filing, Pioneer Funding Group, LLC withdrew its notice
of Lakeside Plumbing Co., Inc. of claim worth $4,030 to Pioneer
Funding Group, LLC.

                  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)


GIBRALTAR INDUSTRIES: S&P Gives Stable Outlook; Keeps ' B+' Rating
------------------------------------------------------------------
On Nov. 11, 2009, Standard & Poor's Ratings Services revised its
outlook on Buffalo, New York-based Gibraltar Industries Inc. to
stable from negative.  At the same time, S&P affirmed its ratings
on the company, including the 'B+' corporate credit rating.

"The outlook revision reflects S&P's expectation that the
company's operating performance and liquidity profile will likely
modestly improve over the next 12 months because of stabilizing
residential construction and automotive end markets," said
Standard & Poor's credit analyst Tobias Crabtree.  In addition,
S&P's forecast expects leverage to improve to below 5x by the end
of 2010, a level S&P would consider to be in line with the 'B+'
rating, as a result of EBITDA improvement and further debt
reduction.

The stable rating outlook reflects S&P's expectation that
Gibraltar will continue to produce positive cash flow despite the
challenging residential and automotive end markets.  As a result,
S&P expects an improvement in the company's leverage ratio to
below 5x over the next several quarters due to further debt
reduction.  Furthermore, S&P expects liquidity, in terms of cash,
availability under the ABL facility, and cash flow from operations
to remain sufficient to service fixed charges of approximately
$50 million over the next several quarters.  S&P could take a
positive rating action if Gibraltar experiences a greater-than-
expected recovery in profitability because of a more robust
recovery in residential construction or U.S. automobile
production.  For a higher rating, S&P would expect Gibraltar to
maintain leverage below 4x on a sustained basis.  While S&P
considers a negative rating action unlikely at this time, S&P
could lower the rating if the company doesn't remain cash flow
positive, if S&P expects leverage to remain above 6x, or if
interest coverage falls below 1.5x for a sustained period.


GPX INT'L: Has Deal to Sell Solid Tire Biz. to Starbright
---------------------------------------------------------
Craig Steinke, GPX's Chief Executive Officer, said November 12
that "the Company has entered into a definitive sale agreement for
its Solid Tire business and Starbright manufacturing facility in
China.  An investor group will partner with members of the
management team to purchase the operations and underlying assets
of the Solid Tire business."  The transaction will include the
MITL, ITL and Brawler brands, as well as the Gorham, ME; Red Lion,
PA; and Hebei, China manufacturing facilities.

The Company expects to complete this transaction and the sale of
its other business units, as described in its press release of
October 26th, by December 31, 2009, pending approval by the
bankruptcy court. Until the sale is finalized, GPX will continue
to manufacture and distribute tires and service its valued
customers.

                      About GPX International

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

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


GREATER ATLANTIC: Extends Bid to Purchase 6.50% TruPS to Nov. 16
----------------------------------------------------------------
Greater Atlantic Financial Corp., MidAtlantic Bancorp, Inc., and
GAF Merger Corp. have extended the expiration date for the offer
to purchase for cash not less than 505,040 and up to 649,151
Greater Atlantic Capital Trust I 6.50% Cumulative Convertible
Trust Preferred Securities to 5:00 p.m., Eastern Time, on
November 16, 2009.

As of November 6, 2009, holders of Securities had tendered an
aggregate of 638,780 Securities, which exceeds the 505,040 minimum
Securities required to be tendered.  The tender offer remains
subject to a number of additional conditions, including that all
regulatory approvals are received and that MidAtlantic provide the
necessary funding to finance the payment for the Securities.
Greater Atlantic will provide further public notice of the
satisfaction of these conditions when available.

Greater Atlantic on Monday announced the successful completion of
its consent solicitation to obtain the consent of the holders of
the Securities to a supplemental indenture to permit the
completion of the tender offer.  The holders of Securities
approved the supplemental indenture by a vote of (i) a majority in
aggregate liquidation amount of Securities, and (ii) a majority in
aggregate liquidation amount of all outstanding Securities,
excluding for this purpose certain Securities owned by Greater
Atlantic, any trustee and their affiliates.

Holders of the Securities who participate in the tender offer will
receive $1.05 in cash for each Security validly tendered.  Holders
who have previously tendered their Securities continue to have the
right to revoke such tenders at any time prior to the new
expiration date by complying with the revocation procedures set
forth in the Offer to Purchase relating to the tender offer.

Holders of the Securities are urged to read the Offer to Purchase
which has been filed with the SEC and contains important
information regarding the tender offer.  Requests for copies of
the Offer to Purchase and related documents may be directed to
Laurel Hill Advisory Group, LLC, the information agent for the
tender offer, at (917) 338-3181.  The Offer to Purchase and other
information regarding the tender offer may also be obtained
through the SEC's Web site at http://www.sec.gov/

                    About Greater Atlantic

Greater Atlantic Financial Corp. is a bank holding company whose
principal activity is the ownership and management of Greater
Atlantic Bank.  The bank originates commercial, mortgage and
consumer loans and receives deposits from customers located
primarily in Virginia, Washington, D.C. and Maryland.  The bank
operates under a federal bank charter and provides full banking
services.

As of June 30, 2009, the Company had $204,596,000 in total assets
and $216,209,000 in total liabilities, resulting in $11,613,000 in
stockholders' deficit.

                       Going Concern Doubt

The Troubled Company Reporter reported on January 21, 2009, that
BDO Seidman, LLP, in Richmond, Virginia, in a letter dated
January 12, 2009, to the Board of Directors and Stockholders of
Greater Atlantic Financial Corp. expressed substantial doubt about
the company's ability to continue as a going concern.  The firm
audited the consolidated statements of financial condition of
Greater Atlantic Financial Corp. and its subsidiaries as of
September 30, 2008, and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit),
comprehensive income (loss) and cash flows for each of the two
years in the period ended September 30, 2008.


INDEPENDENCE TAX: Has $14.6MM Partners' Deficit at Sept. 30
-----------------------------------------------------------
Independence Tax Credit Plus L.P. had $63,230,771 in total assets
against $77,923,254 in total liabilities, resulting in partners'
deficit of $14,692,483 as of September 30, 2009.

Independence Tax Credit Plus posted a net loss of $107,206 for the
three months ended September 30, 2009, from a net loss of $519,905
for the same period a year ago.  The firm posted a net loss of
$705,005 for the nine months ended September 30, 2009, from a net
loss of $1,844,322 for the same period a year ago.

Total revenues were $1,814,750 for the three months ended
September 30, 2009, from $1,764,884 for the same period a year
ago.  Total revenues were $3,628,225 for the nine months ended
September 30, 2009, from $3,512,686 for the same period a year
ago.

                    Going Concern Doubt Raised
                    on Subsidiary Partnerships

     (A) Creative Choice Homes II L.P. (Opa-Locka)

Opa-Locka is in default on its third and fourth mortgage notes,
which were incurred to affiliates of Independence Tax Credit Plus'
local general partner.  Independence Tax Credit Plus said the
Local General Partner has not sent a notice of default with
respect to the notes as of June 30, 2009, and will be unable to
call the notes until the first and second mortgage notes, which
are current, are paid in full.

Opa-Locka has also continued to incur significant operating losses
resulting, in part, from the effects of a major hurricane, which
created additional losses.  These conditions continue to raise
substantial doubt about Opa-Locka's ability to continue as a going
concern.  The ability for Opa-Locka to continue as a going concern
is based on the Local General Partner's continuing ability to fund
operating losses and insurance proceeds to cover the damages to
the Property.  This condition is alleviated in part by the fact
that the property has had positive operating cash flow for the
past several years.

Independence Tax Credit Plus' investment in Opa-Locka at
September 30, 2009 and March 31, 2009, was reduced to zero as a
result of prior years' losses, and the noncontrolling interest
balance was approximately $10,000 and $5,000 at each date.  Opa-
Locka's net income (loss) after noncontrolling interest amounted
to approximately $535,000 and $(142,000) for September 30, 2009
and 2008, respectively.

In October 2005, Opa-Locka suffered property damage and business
interruption due to a severe hurricane.  Opa-Locka contracted to
complete repairs and renovations of the buildings damaged for a
cost of $7,489,000.  Opa-Locka expects to be reimbursed by
insurance proceeds in the amount of approximately $4,420,000.  As
of September 30, 2009, $4,000,000 of insurance proceeds has been
received by the mortgage company which is acting as administrator
and trustee of the funds.  A balance of $3,970,717 remains payable
to the construction company as of September 30, 2009 related to
the rehabilitation.

Independence Tax Credit Plus said the circumstances have called
into question the recoverability of the carrying amounts of the
building.  On May 9, 2008, Opa-Locka entered into a purchase and
sale agreement to sell its property and related assets and
liabilities to an unaffiliated third party purchaser for a sales
price of $17,000,000.  The deal expired in April 2009.  The
property is currently being actively marketed for sale and
management is seeking a potential buyer.

As of September 30, 2009, Opa-Locka had property and equipment, at
cost, of approximately $22,812,000, accumulated depreciation of
approximately $7,946,000 and mortgage debt of approximately
$5,420,000.

     (B) Morrant Bay Limited Partnership

Independence Tax Credit Plus said Morrant Bay has been
experiencing higher operating costs, attributable in part to
escalating energy and repair costs.  These conditions, in addition
to regulatory rent restrictions imposed under the guidelines of
the U.S. Department of Housing and Urban Development, has resulted
in operating cash flow not meeting all current obligations as they
become due.  At September 30, 2009, current liabilities exceed
current assets by approximately $343,000.  This raises doubt as to
whether Morrant Bay will be able to continue as a going concern.
Management continually monitors operating costs and will request
additional rent increases when allowed by HUD.  Additionally,
management is in the process of evaluating refinancing plans.
During 2008, Morrant Bay entered into negotiations with a local
non-profit to re-syndicate the property.  In connection with this
effort, Morrant Bay is negotiating with the General Partner to
redeem its interest in Morrant Bay for a nominal amount.  There
can be no assurance if or when such negotiations will result in a
sale of the limited partnership's interest.

Independence Tax Credit's investment in Morrant Bay at
September 30, 2009 and March 31, 2009, was reduced to zero as a
result of prior years' losses and the noncontrolling interest
balance was approximately $(230,000) and $(228,000) at each date.
Morrant Bay's net loss after noncontrolling interest amounted to
approximately $185,000 and $218,000 as of September 30, 2009 and
2008, respectively.

     (C) Boston Bay Limited Partnership

Boston Bay has been experiencing higher operating costs,
attributable in part to escalating energy and repair costs.  The
conditions, in addition to regulatory rent restrictions imposed
under HUD guidelines, has resulted in operating cash flow not
meeting all current obligations as they become due.  At
September 30, 2009, current liabilities exceed current assets by
approximately $247,000.  This raises doubt as to whether Boston
Bay will be able to continue as a going concern.  Management
continually monitors operating costs and will request additional
rent increases when allowed by HUD.  Additionally, management is
in the process of evaluating refinancing plans.

During 2008, Boston Bay entered into negotiations with a local
non-profit to re-syndicate the property.  In connection with this
effort, Boston Bay is negotiating with the General Partner to
redeem its interest in Boston Bay for a nominal amount.  There can
be no assurance if or when such negotiations will result in a sale
of the limited partnership's interest.

Independence Tax Credit Plus' investment in Boston Bay at
September 30, 2009 and March 31, 2009, was reduced to zero as a
result of prior years' losses and the noncontrolling interest
balance was approximately $(89,000) and $(87,000), respectively.
Boston Bay's net loss after noncontrolling interest amounted to
approximately $130,000 and $260,000 as of September 30, 2009, and
2008, respectively.

A full-text copy of Independence Tax Credit Plus' quarterly report
is available at no charge at http://ResearchArchives.com/t/s?4940

Based in New York, Independence Tax Credit Plus L.P. and 12 other
limited partnerships own leveraged apartment complexes that are
eligible for the low-income housing tax credit.  The general
partner of Independence Tax Credit is Related Independence
Associates L.P., a Delaware limited partnership.  Through the
rights of Independence Tax Credit or an affiliate of the General
Partner, which affiliate has a contractual obligation to act on
behalf of Independence Tax Credit to remove the general partner of
the subsidiary local partnerships -- Local General Partners -- and
to approve certain major operating and financial decisions,
Independence Tax Credit has a controlling financial interest in
the subsidiary partnerships.


INTERNATIONAL COAL: S&P Gives Stable Outlook; Affirms 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on International Coal Group LLC to stable from negative.

Standard & Poor's also said that it affirmed its 'B-' corporate
credit rating on the company.

"The outlook revision reflects S&P's assessment that despite
weaker earnings expected next year, the company's near-term
operating performance will likely result in continued compliance
with the financial covenants governing its bank credit facility,"
explained Standard & Poor's credit analyst Sherwin Brandford.
Specifically, S&P expects that its EBITDA will be about
$190 million in 2009 and decline to approximately $165 million in
2010.  The decrease stems from anticipated weaker coal demand as
utilities work through their currently high inventory positions.
However, S&P expects that this level of EBITDA will be sufficient
to ensure continued compliance with its bank facility covenants --
including its fixed-charge coverage ratio and total leverage
covenants -- despite scheduled adjustments.  The minimum fixed-
charge covenant steps up to 2.75x in December 2009, and the total
leverage covenant steps down to 3x in 2010, and they remain at
these levels through the maturity of the facility in 2011.

Although ICG's liquidity is still somewhat limited, the stable
outlook also recognizes that liquidity has improved because of the
company's free cash-flow generation this year.  As of Sept. 30,
2009, the company had about $125 million in liquidity, which
consisted mainly of approximately $97 million in available cash.

The rating on ICG reflects the combination of the company's
vulnerable business risk profile and aggressive financial risk
profile, which stem from its exposure to cyclical end markets,
modest size, high cost profile, meaningful exposure to the
difficult operating environment of Central Appalachia (CAPP), and
limited liquidity.

ICG's business risk profile is vulnerable.  It mines predominantly
steam coal used by electric utilities, and as a result, demand is
sensitive to economic cycles.  Although the company sells the vast
majority of its coal under intermediate-term contracts (one to
three years), it adjusts the pricing of most of its produced coal
annually, and prices can decline to a level that results in very
weak profitability.  In addition, when coal demand is weak, as it
is now, customers can defer contracted tonnage to a later time
period as a result of high inventory positions, hurting near-term
sales volumes and, consequently, cash flows.

The company's production profile is such that two-thirds of its
production comes from Central Appalachia.  This is an extremely
difficult region for coal mining, characterized by narrow coal
seams, very deep mines, generally arduous mining conditions, a
difficult permitting environment, and rising costs.  Standard &
Poor's remains concerned about the declining reserve base and the
long-term competitiveness and viability of the region and of some
companies operating in that region, including ICG.  The company's
cash costs have increased steadily, particularly in CAPP, which
currently has costs of approximately $57/ton, which is about the
same level as the current spot price of CAPP coal.  Costs in 2009
have been negatively impacted by fixed-cost absorption as a result
of lower volumes, and S&P expects continued cost pressures in
CAPP, particularly because of regulatory pressure related to
surface mining and refuse disposal.

Although ICG is highly exposed to the challenges of operating in
CAPP, one-third of the company's production comes from Northern
Appalachia and the Illinois Basin, both of which have better long-
term fundamentals as a result of fewer regulatory pressures and
more favorable mining conditions.  This somewhat offsets the risks
associated with the company's CAPP exposure.

The stable outlook reflects S&P's 2010 operating performance
expectation for ICG as well as S&P's expectation that the recent
amendment to the company's credit agreement will likely provide
some operating cushion relative to financial covenants governing
the facility, resulting in covenant compliance at least through
2010.  ICG's credit measures will likely remain at a level S&P
considers good for the 'B-' rating, given the company's vulnerable
business risk profile, with total adjusted debt to EBITDA
remaining at less than 3.5x and estimated EBITDA of about
$165 million in 2010.

S&P could take a negative rating action if the company's operating
performance in 2010 is significantly weaker than expected,
meaningfully increasing the likelihood of a covenant breach.  This
could occur if volume declines further than expected.  S&P would
consider a positive rating action if the company's operating
performance in 2010 exceeds S&P's current expectations, it
maintains liquidity above $100 million, and are comfortable in the
company's ability to refinance its $100 million revolving credit
facility due June 2011 at or above its current size.


J2 INVESTMENTS LLC : Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: J2 Investments, LLC
        16660 North Dallas Parkway, Suite 2200
        Dallas, TX 75248

Case No.: 09-37744

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Carole Petroleum, LLC                              09-_____
Red River Operators, LLC                           09-37745

Chapter 11 Petition Date: November 11, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Mark A. Castillo, Esq.
                  The Curtis Law Firm, PC
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709
                  Email: mcastillo@curtislaw.net

                  Melanie Pearce Goolsby, Esq.
                  The Curtis Law Firm, PC
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709
                  Email: mgoolsby@curtislaw.net

                  Stephanie Diane Curtis, Esq.
                  The Curtis Law Firm, PC
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709
                  Email: scurtis@curtislaw.net

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

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

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


JOHNSON BROADCASTING: Auction Set for Dec. 18; Bids Due Dec. 11
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 30, 2009,
subject to higher and better offers (but further subject to prior
confirmation of a full-payment chapter 11 plan if proves
possible), Johnson Broadcasting, Inc., and Johnson Broadcasting of
Dallas, Inc., propose to sell substantially all of their assets to
Una Vez Mas Houston, LLC, for $14,825,000.

THe Bankruptcy Court has directed than an auction of the Debtors'
Station Assets will take place on December 18, 2009 at 9:00 a.m.
among qualified bidders, if any, who have submitted a Qualified
Bid, by 4:00 p.m. (prevailing Central Time) on December 11, 2009.

The Auction will not take place and the Station Assets will not be
sold if the Debtors prove up the "Finance/Reorganization
Alternative" as set forth in paragraph 8 of the Agreed Order
Appointing Limited Purpose Fiduciary (Doc. 152) at a "Mini-
Feasibility Hearing" to be held before the Bankruptcy Court on
December 15, 2009 at 11:30 a.m. (prevailing Central Time).  If the
Debtors do not satisfy the requirements for the
Finance/Reorganization Alternative and if there are no Qualified
Bids other than Una Vez Mas Houston's Stalking Horse Bid, the Sale
Hearing to consider approval of the Sale of the Station Assets to
the Purchaser or such other Successful Bidder, free and clear of
all liens, claims, and encumbrances, will be held before the
Bankruptcy Court on December 18, 2009 at 11:30 a.m. (prevailing
Central Time).  If there are Qualified Bids other than the
Stalking Horse Bid, the Sale Hearing to consider approval of the
Sale of the Station Assets will be held before the Bankruptcy
Court on December 21, 2009 at 11:30 a.m. (prevailing Central
Time).  The Sale Hearing may be adjourned from time to time
without further notice to creditors or parties in interest other
than by announcement of the adjournment in open court on the date
scheduled for the Sale Hearing.


Objections, if any, to the Sale or the Sale Motion must be filed
by 4:00 p.m. (prevailing Central Time) on December 15, 2009, and
served on:

    -- counsel to the Debtors:

       Timothy A. Davidson, II, Esq.
       Andrews Kurth LLP
       600 Travis, Suite 4200
       Houston, Texas 77002

    -- Frank Higney
       KALIL & CO., INC.
       6363 North Swan Road, Suite 200
       Tucson, Arizona 85718

    -- counsel for the Purchaser, Una Vez Mas Houston:

       Mark Platt, Esq.
       Fulbright & Jaworski L.L.P.
       2200 Ross Avenue, Suite 2800
       Dallas, Texas 75201

    -- counsel for Merrill Lynch Commercial Finance Corp.:

       Leslie M. Luttrell, Esq.
       Morgan & Luttrell, LLP
       711 Navarro, Suite 210
       San Antonio, Texas 78205

    -- and the Office of the United States Trustee.

Parties interested in receiving more information regarding the
sale of the Station Assets may make a written request to Frank
Higney, KALIL & CO., INC., 6363 North Swan Road, Suite 200,
Tucson, Arizona 85718, frankhigney@kalilco.com; (520) 795-1050
(telephone); (520) 322-0584 (facsimile).

Based in Houston, Texas, Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. own and operate television stations in
Texas.  Closely held Johnson Broadcasting Inc. and Johnson
Broadcasting of Dallas Inc. filed separate petitions for Chapter
11 relief on October 13, 2008 (Bankr. S.D. Texas Case No. 08-36583
and 08-36585, respectively).  Johnson sought Chapter 11 protection
in October 2008 when the lessor of equipment sought to foreclose.
The controlling shareholder, Douglas R. Johnson, also filed a
Chapter 11 petition (Bankr. S.D Tex. Case No. 08-35584).

John James Sparacino, Esq., Joseph Peak Rovira, Esq., and Timothy
Alvin Davidson, II, Esq., at Andrews and Kurth, serve as counsel
to the Debtors.  In its schedules, Johnson Broadcasting Inc.
listed total assets of $7,759,501 and total debts of $14,232,988.


KAINOS PARTNERS: Wants Plan Exclusivity Until March 3
-----------------------------------------------------
Kainos Partners Holding Company, LLC, and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
extend its exclusive periods to file their Chapter 11 Plan and to
solicit acceptances of that Plan until March 3, 2010, and May 4,
2010.

The Debtors relate that its exclusive plan filing period expired
on Nov. 3, 2009, and its solicitation period expires on Jan. 4,
2010.

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

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


KNUTE RIFE: Files for Bankruptcy; Shuts Down Restaurants
--------------------------------------------------------
Parkrecord.com reports that Knute Rife owns Blind Dog Restaurant
and Sushi Bar filed for Chapter 11 bankruptcy to reorganize and
come up with a plan to pay back creditors.

Source says the restaurant is now closed during the shoulder
season and is expected to reopen for winter.

Knute Rife owns Blind Dog Restaurant and Sushi Bar.


KOCH GROUP: Seven Exits Chapter 11; Future Income to Pay Claims
---------------------------------------------------------------
The Koch Group, the company that runs sushi bar and steakhouse
Seven, emerged from Chapter 11 bankruptcy under a reorganization
that cuts debts for Seven, which will pay off what it still owes
from future income, Chris Newmarker at Minneapolis St. Paul
Business Journal, reported.

The reorganization plan, which was approved Oct. 27 in U.S.
Bankruptcy Court in Minnesota, allows David Koch and other
business associates to stay in charge of the Koch Group,
Mr. Newmarker relates.

The reorganization has Seven aying a secured claim of $394,345 to
Wayzata-based Carlton Financial Corp., in monthly installments for
over 8 years with 5% interest.  Carlton holds collateral that it
will have an option to purchase at the end of the lease, the
source says.

Business Journal's Mr. Newmarker adds that an additional $550,398
in Carlton debt is classified as unsecured and is to be paid back
at 15 cents on the dollar, the same as other unsecured claims in
the reorganization.  The reorganization also provides for monthly
payments to pay off nearly $300,000 in sales and withholding taxes
to the Minnesota Department of Revenue and $110,613 in payroll
taxes to the Internal Revenue Service, he adds.

                         About Koch Group

Mendota Heights, Minnesota-based Koch Group Mpls, LLC, dba Seven,
owns and operates the Seven steakhouse and sushi restaurant in
downtown Minneapolis.  The Company filed for Chapter 11 bankruptcy
protection on April 14, 2009 (Bankr. D. Minn. Case No. 09-42227).
Lynn J.D. Wartchow, Esq., at Morris Law Group, P.A., assists the
Company in its restructuring efforts.  The Company listed $100,001
to $500,000 in assets and $1,000,001 to $10,000,000 in debts.


LANDAMERICA FINANCIAL: Delays Filing of June and September 10-Qs
----------------------------------------------------------------
LandAmerica Financial Group, Inc., disclosed in regulatory filings
Monday that its Form 10-Qs for the second and third fiscal
quarters ending June 30, and September 30, 2009, could not be
filed without unreasonable effort or expense.

The Company says its current activities consist of administering
its estate, providing limited transition services to Fidelity
National Financial, Inc., and disposing of its remaining assets.
LandAmerica adds that it does not have debtor-in-possession
financing.  Further, the Company says its available cash is
limited and that it currently does not have, and does not expect
to have in the future, the capacity to prepare consolidated
financial statements that are capable of being reviewed by an
independent registered public accounting firm or certified by the
Company's executive officers.

The Company's annual report on Form 10-K for the fiscal year ended
December 31, 2008, and quarterly report on Form 10-Q for the
quarter ended March 31, 2009, have not been filed.

                   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)


LATSHAW DRILLING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Latshaw Drilling Company LLC
        4608 So Garnett, Ste. 100
        Tulsa, OK 74146

Bankruptcy Case No.: 09-13572

Chapter 11 Petition Date: November 11, 2009

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

About the Business:

Debtors' Counsel: Mark A. Craige, Esq.
                  MorrelSaffaCraige, PC
                  3501 S. Yale
                  Tulsa, OK 74135
                  Tel: (918) 664-0800
                  Fax: (918) 663-1383
                  Email: mark@law-office.com

Total Assets: $193,549,066

Total Debts: $77,940,788

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

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

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/oknb09-13572.pdf

Debtor's List of 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
AFCO                        Insur. Prem.           $823,065
1000 Milwaukee Ave
Glenview, IL 60025

BHC Pipe & Equipment Co     Trade debt             $44,000
Ray Batchelor

James Bowden                WC Claim               $30,521

Robert W. Calhoun           WC Claim               $32,251

Church Energy Services LTD  Trade debt             $62,000
Dan Church

Oscar R. Coronado           WC Claim               $37,115

Carrol M. Craven            WC Claim               $48,938

Garcia Fabricating          Trade Debt             $102,340
Randy Garcia

International Derrick       Trade Debt             $749,554
Service, LLC
Sharon Parker
301 West 50th
Odessa, TX 79764

Jones-Balir Co              Trade Debt             $34,750
Attn: Credit Mgr or
President

LEWCO                       Trade Debt             $1,375,423
Doug Jones                  Subject to setoff
PO Box 202140               and settlement
Dallas, TX 75320-2140       agreement

Monty McSperitt             WC Claim               $59,924

National Oilwell Varco      Trade Debt             $55,111
Attn: Credit Mgr or
President

Oklahoma Tax Commission     Represents accrual     $1,804,566
PO Box 26850                on drilling rig
Oklahoma City, OK 73126     under construction.
                            Under manufacturing
                            tax certificate,
                            tax not due until rigs
                            are placed in service
                            or sold.

Omron IDM Controls Inc      Trade Debt             $242,443
Robert Boost

Joseph Robinson             WC Claim               $31,343

Sentry Pumping Units        Trade Debt             $81,305
International Inc
Danny Johnson

James Wilkins               WC Claim               $35,957

Wilson                      Trade Debt             $67,407
Randy Dickey

Zurich American Insurance   Insur. Prem.           $498,690
Co
c/o Rooney Insurance Agency
Inc
5601 E 122nd E Ave
Tulsa, OK 74146

The petition was signed by Trent B. Latshaw, the Company's manging
member.


LDG SOUTH: BofA Wants Case Dismissed or Converted to Chapter 7
--------------------------------------------------------------
Bank of America, a secured creditor, asks the U.S. Bankruptcy
Court for the Middle District of Florida to dismiss the Chapter 11
case of LDG South, LLC, or convert it to a Chapter 7 case.

According to Shutts & Bowen LLP, representative of BofA, the
Debtor owes a principal amount of $18,889,198 plus accrued
interest, late charges, attorneys' fees and all other sums due and
payable under a certain promissory note dated as of March 25,
2008.

Shutts & Bowen relates that the Debtor does not have the ability
to reorganize because the plan of reorganization cannot be funded
by the Debtor through operating cash floe or sale or refinance of
the property.

Naples, Florida-based LDG South, LLC, filed for Chapter 11
bankruptcy protection on October 22, 2009 (Bankr. M.D. Fla. Case
No. 09-24038).  Stephen R. Leslie, Esq., at Stichter, Riedel,
Blain & Prosser assists the Company in its restructuring efforts.
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


LEHMAN BROTHERS: LBI Trustee Files Report for May-Nov.
------------------------------------------------------
James W. Giddens, the Trustee for the Liquidation of Lehman
Brothers Inc., with assistance of his counsel at Hughes Hubbard &
Reed LLP, filed his Second Interim Report for the period May 30 to
November 11, 2009 with the United States Bankruptcy Court for the
Southern District of New York.  The Trustee has now administered
more than $110 billion in the Securities Investor Protection Act
liquidation of the largest broker-dealer ever to fail and one of
the largest and most complex insolvency proceedings in history.

The Trustee's principal duty is to return securities and cash to
customers and maximize assets for distribution from the estate.
Following his court appointment on September 19, 2008, the Trustee
successfully transferred more than 110,000 accounts aggregating in
excess of US$92 billion to other broker-dealers -- thereby
preserving liquidity and market access to the greatest extent
possible following Lehman's demise.  During the Report Period, the
Trustee took steps to complete transfers and resolve open
positions as described in the Report.

As of the June 1, 2009 deadline for filing claims, the Trustee
received more than 12,500 asserted customer claims on behalf of
more than 86,000 accounts, along with more than 7,500 general
estate claims.  The Trustee has already determined more than 85%
of asserted public customer claims, and has made substantial
progress in the reconciliation of customer claims asserted by,
among others, Lehman Brothers Holdings Inc. and Lehman Brothers
International, with the latter alone involving reconciliation of
in excess of 200,000 failed securities transactions.

To help satisfy such claims, the Trustee has filed an allocation
motion with the Court to determine how much of the roughly $18
billion currently available to the estate will be available in the
fund of "customer property" -- a priority pool of assets available
only to satisfy allowed customer claims.

The Trustee continues to actively marshal assets and is now
pursuing unwinds and customer receivable positions, which so far
have resulted in a return of more than $700 million.

                      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)


LEON GOLOMB: Selling Brooklyn Property at 335-343 Throop Ave.
-------------------------------------------------------------
In connection with the confirmation of his Amended Chapter 11 Plan
dated Oct. 27, 2009, Leon Golomb has accepted a $,350,000 offer
from Dahill Management LLC, to purchase the property located at
335-343 Throop Ave. in Brooklyn, N.Y.  Dahill's offer is subject
to any higher and better offers greater than or equal to
$1,425,000.

The Honorable Elizabeth S. Stong will convene a confirmation
hearing on the Debtor's chapter 11 plan at 11:30 a.m. on Dec. 1,
2009, in Brooklyn.

Leon Golomb sought Chapter 11 protection (Bankr. E.D.N.Y. Case No.
07-41382) on March 21, 2007, and is represented by A. Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck,
P.C.  At the time of the filing, Mr. Golomb disclosed $2 million
in assets and $3 million in liabilities.


LIBBEY INC: S&P Downgrades Corporate Credit Rating to 'SD'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Toledo, Ohio-based Libbey Inc. to 'SD'
(selective default) from 'B'.  The issue-level ratings remain on
CreditWatch, where S&P had placed them on June 11, 2009, following
S&P's concerns about the difficult operating environment facing
Libbey, increased leverage, and its ability to improve credit
metrics.

This rating action follows the company's recent announcement that
its subsidiary, Libbey Glass Inc., completed the exchange of its
$160.9 million senior subordinated secured pay-in-kind (PIK) notes
due 2011 (unrated) for a combination of new $80.4 million senior
secured subordinated PIK notes due 2021 and common stock and
warrants of the parent company.  Under its criteria, S&P assess
the exchange offer as distressed and the completed transaction as
tantamount to default.  It is S&P's understanding that the
company's remaining debt continues to perform and accrue interest
as scheduled, and therefore S&P believes there is no contractual
default, nor any cross-default to other debt obligations.

S&P expects to raise its corporate credit rating on Libbey Inc. to
'B' with a stable outlook in the near future.  The new rating will
reflect S&P's expectation that the company will continue to
improve operating performance, credit measures will strengthen,
and Libbey will achieve significant deleveraging as its EBITDA
base recovers.


LIFEMASTERS SUPPORTED: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
LifeMasters Supported SelfCare, Inc., filed with the U.S.
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $13,104,507
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                         $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $946,199
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $128,460,729
                                  -----------      -----------
        TOTAL                     $13,104,507     $129,406,928

Irvine, California-based LifeMasters Supported SelfCare, Inc. --
http://www.lifemasters.com/-- is a disease management and health
improvement company with more than 15 years of experience working
with employers, insurers, hospitals and physicians to lower costs
and improve patient satisfaction with the healthcare system.
LifeMasters is accredited by the National Committee for Quality
Assurance (NCQA) and URAC.

The Company filed for Chapter 11 on Sept. 14, 2009 (Bankr. C. D.
Calif. Case No. 09-19722).  The Debtor listed assets and debts
both ranging from $10,000,001 to $50,000,000.


MAGNACHIP SEMICONDUCTOR: Notice of Suspension of Filing Obligation
------------------------------------------------------------------
MagnaChip Semiconductor LLC has filed a Form 15 certification and
notice of the suspension of its duty to file reports under
Sections 13 and 12(d) of the Securities Act of 1934.

On December 23, 2004, MagnaChip Semiconductor LLC subsidiaries,
MagnaChip Semiconductor S.A. and MagnaChip Semiconductor Finance
Company, sold (and MagnaChip and certain of its subsidiaries
guaranteed) $300 million in aggregate principal amount of floating
rate second priority senior secured notes due 2011, $200 million
in aggregate principal amount of 6 7/8% second priority senior
secured notes due 2011 and $250 million in aggregate principal
amount of 8% senior subordinated notes due 2014.  The Borrowers
exchanged all of the Original Notes for identical notes registered
under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-4 declared effective by the
Securities Exchange Commission on July 20, 2005.

The notice was signed by John T. McFarland, Esq., senior vice
president, general counsel and secretary of MagnaChip.

A full-text copy of the Form 15 Notice is available for free at:

                 http://researcharchives.com/t/s?4937

As reported in the Troubled Company Reporter on November 9, 2009,
MagnaChip Semiconductor announced that its Second Amended Plan of
Reorganization confirmed by the United States Bankruptcy Court for
the District of Delaware on September 25, 2009, will become
effective on Monday, November 9, marking MagnaChip's emergence
from voluntary Chapter 11 restructuring.

The Plan was overwhelmingly supported by the Company's creditors.
Under the Plan, Avenue Capital Management II, L.P. has become the
controlling shareholder of MagnaChip, and other secured and
unsecured creditors have received minority equity stakes.
MagnaChip has reduced its long-term debt to only $62 million,
leaving the Company's balance sheet nearly net debt free with over
$50 million of cash on the balance sheet.

                   About MagnaChip Semiconductor

Headquartered in South Korea, MagnaChip Semiconductor LLC --
http://www.magnachip.com/-- is a leading, Asia-based designer and
manufacturer of analog and mixed-signal semiconductor products for
high volume consumer applications.  The Company has a broad range
of analog and mixed-signal semiconductor technology and
intellectual property, supported by its 29-year operating history,
large portfolio of registered and pending patents and extensive
engineering and manufacturing process expertise.  Citigroup
Venture Capital Equity Partners LP was part of the investor group
that acquired MagnaChip in 2004 from Hynix Semiconductor Inc.

MagnaChip Semiconductor S.A. and five other entities filed for
Chapter 11 on June 12, 2009, in the U.S. Bankruptcy Court for the
District of Delaware.  The Chapter 11 cases are jointly
administered under Case No. 09-12008, MagnaChip Semiconductor
Finance Company.  Judge Peter J. Walsh handles the case.  Curtis
A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones, Esq.,
and Mark M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  Howard A. Cohen, Esq., at
Drinker Biddle & Reath serves as counsel for the official
committee of unsecured creditors.  Omni Management Group LLC is
the Debtors' claims agent.   In their formal schedules, MagnaChip
Semiconductor S.A. disclosed $951,917,782 in assets against
$845,903,186 in debts while MagnaChip Semiconductor B.V.
disclosed assets of $762,465,739 against debts of $1,800,612,084.


MAGNA ENTERTAINMENT: MI Dev. Has Until December 4 to Submit Bid
---------------------------------------------------------------
Frank Angst at Thoroughbred Times reports that MI Developments
Inc., the parent company Magna Entertainment Corp., has until
Dec. 4, 2009, to submit a stalking horse bid on Maryland Jockey
Club operations.

According to MI Developments, the company is considering stalking-
horse bids on the club, which includes Laurel Park and Pimlico
Race Course, as well as on Golden Gate Fields, Gulfstream Park,
and Santa Anita Park, source says.

Mr. Angst says deadline for stalking horse bids for Golden Gate,
Gulfstream, and Santa Anita is due Feb. 10, 2010.  Magna
Entertainment plans to conduct an auction on Nov. 17, 2009, for
land it owns in Dixon, California, he adds.

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.


MALIBU ASSOCIATES: Gets Interim Court OK to Use Cash Collateral
---------------------------------------------------------------
Malibu Associates, LLC, sought and secured approval from the Hon.
Maureen A. Tighe of the U.S. Bankruptcy Court for the Central
District of California to use cash collateral on an interim basis.

On October 30, 2009, lender California National Bank (Cal
National) was seized by federal regulators and almost immediately
after, its deposits and virtually all of its assets, were sold to
U.S. Bancorp ("U.S. Bank" and, collectively with Cal National, the
"Bank".).  The Debtor believes that the Loan was acquired by U.S.
Bank.

Certain of the Debtor's assets may be alleged to be encumbered by
security interests asserted by the Bank, the Debtor may not be
able to operate the Malibu Country Club -- 648.5-acre property in
Malibu, California -- in Chapter 11 bankruptcy unless it is
authorized to use cash collateral.  The Debtor doesn't seek to use
revenue from the Country Club to fund Entitlement Activities, but
it only seeks to use revenue from the Country Club to sustain the
operations of the club and pay expenses.

                     Secured Creditor Claims

The only liens against the Country Club are held by the Bank.  On
March 26, 2006, the Debtor entered into a loan agreement with the
Bank for a loan in the amount $28,500,000 to assist the Debtor's
purchase of the property.  The Debtor executed a Deed of Trust
Note and a Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing.

On June 15, 2006, the Debtor entered into a second Loan Agreement
with the Bank for an $11,500,000 entitlement loan.  The Debtor
executed a second Deed of Trust Note and a second Deed of Trust,
Assignment of Leases and Rents, Security Agreement and Fixture
Filing.  As of the Debtor's bankruptcy filing, about $5.7 million
had been drawn under the second agreement.

                  Debtor's Unsecured Liabilities

The Debtor's prepetition general unsecured claims total less than
$900,000, of which $513,000 is owed to Hix/Rubenstein Companies,
one of the managing members of the Debtor, for its senior level
project development services provided under its development
management agreement with the Debtor.  An additional $103,000 is
owed to development management services for its day-to-day project
development services and services in managing the Country Club.

                        Cash Flow & Budget

Due to facts and circumstances surrounding the filing of the
Debtor's bankruptcy case, including the Bank's threats to obtain
the appointment of a receiver on or after November 5, 2009, and
its recent takeover by federal regulators, the Debtor failed to
negotiate a consensual cash collateral or debtor-in-possession
financing agreement with the Bank.  The Debtor has prepared a
five-month cash flow for the Country Club, a copy of which, along
with a copy of the budget, is available at:

     http://bankrupt.com/misc/MALIBU_ASSOCIATES_budget.pl.pdf

                 Adequate Protection for the Bank

The Debtor said that the Bank is more than adequately protected by
a significant equity cushion and the grant of a replacement lien
to the Bank.

The Debtor said that it commenced its bankruptcy case with an
aggregate of $18,000 of cash on hand from the operation of the
Country Club and project that through March 31, 2010, it will have
cash on hand of $21,000, based upon additional funding of $21,000
being provided by the members either in the form of financing or
capital.  The diminution of cash collateral over the proposed
period during which the Debtor will use cash collateral will be
minimal, but even if there were some diminution, the Bank's
alleged claims are less than $35 million, a claim that the Debtor
disputes.  Even if this claim was valid, the value of the Country
Club exceeds the claims by more than $7 million or greater than
20%.  The Debtor said that it will also grant the Bank a
replacement lien, to the extent of any diminution in the value of
the Bank's interests, on all postpetition property of the same
type and character as the property to which the Bank's prepetition
valid, perfected and unavoidable liens extended, subject to all
claims, objections, defenses and counterclaims.

The Debtor is asking that the Court allow the Bank to have a
replacement lien, to the extent of any diminution in value of the
Bank's interests in the Debtor's assets, on all postpetition
property of the same type and character as the property to which
the Bank's prepetition valid, perfected and unavoidable lien(s)
extended.

As additional adequate protection, the Debtor will provide the
Bank with reports and information as the Bank may reasonably
request and will, upon reasonable notice, and subject to
applicable privileges, permit the Bank to make copies of all
records pertaining to the Debtor, or in the custody or control of
the Debtor.

The final hearing on the request for cash collateral use will be
held on December 14, 2009, at 10:00 a.m.


MERISANT WORLDWIDE: Nomura Proposes Competing Plan
--------------------------------------------------
Nomura Corporate Research & Asset Management Inc. asks the
Bankruptcy Court to deny the requested extension of -- and instead
terminate -- Merisant Worldwide Inc.'s exclusive period to propose
a Chapter 11 plan.  The hearing on Merisant's request for a third
extension is scheduled for November 18.

According to Bill Rochelle at Bloomberg News, Nomura says it
should be given a right to file a competing plan since the plan
proposed by Merisant management gives Wayzata Investment Partners
LLC a "grossly excessive" recovery equaling more than 100% of its
debt.

Nomura says it's working with other creditors and expects to
prepare the competing plan before the exclusivity hearing.
Although Nomura says its plan is superior, it didn't provide
details.  Nomura says it owns 11 percent of the 9.5% senior
subordinated notes.

                          Merisant's Plan

Merisant has obtained approval of the disclosure statement
explaining its Chapter 11 plan.  This allows Merisant to begin
soliciting votes on the Plan.  Ballots are due December 4.
Merisant will present its plan for confirmation on December 16.

Under the Plan, holders of bank claims aggregating $205 million
will recover 100% of their claims in the form of new notes, cash
and majority of the preferred stock.  All bank lenders may elect
to convert their $205 million in claims into new stock.  While the
prior version of the Plan allowed Wayzata Investment Partners LLC,
the holder of two-thirds of the secured debt to exchange for 75%
of the new equity, the option is now available to all lenders.

Holders of unsecured claims aggregating $235.3 million against
Merisant Company will recover 5.5% in the form of 12.5% of the new
common stock of Reorganized Merisant and may participate in the
rights offering.  Holders of unsecured trade claims will receive
payment of 60% of the claim in cash provided they vote in favor of
the Plan.  Holders of unsecured claims aggregating $137.1 million
against Merisant Worldwide will receive distributions in the form
of "contingent value rights" if they vote in favor of the Plan.

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.  In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No.
09-10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' Claims and Noticing Agent.
Winston & Strawn LLP represents the official committee of
unsecured creditors as counsel.  Ashby & Geddes, P.A., is the
Committee's Delaware counsel.  The Debtors had US$331,077,041 in
total assets and US$560,742,486 in total debts as of November 30,
2008.


MERUELO MADDUX: Posts $11 Million Net Loss in Q3 2009
-----------------------------------------------------
Meruelo Maddux Properties, Inc. reported a net loss of
$11.0 million on total revenues of $5.9 million for the three
months ended September 30, 2009, compared with net income of
$178,000 on total revenues of $6.1 million in the same period in
2008.

Loss from continuing operations decreased to $11.7 million during
the three months ended September 30, 2009, compared with loss from
continuing operations of $15.5 million during the same period in
2008.

Results for the three months ended September 30, 2009, included an
impairment loss on real estate assets of $10.7 million related to
the Company's development projects at 3000 E. Washington Blvd and
at Wall Street Market.  These impairments were recognized due to a
strategic business decision not to pursue the acquisition of both
projects.  There were no corresponding impairments on real estate
assets during the comparable period in 2009.

Gain on sale of real estate decreased by $14.9 million for the
three months ended September 30, 2009 compared to the three months
ended September 30, 2008, due to the sale of 2000 San Fernando
Road and 1800 E. Washington during the three months ended
September 30, 2008.  The Company recorded a gain of $15.7 million
on these projects during 2008, partially offset by a gain of
$828,000 at Camfield Retail Center during 2009.

The Company incurred $1.5 million in professional fees during the
three months ended September 30, 2009.  The Company did not incur
any costs in the same period of 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $605.7 million in total assets, $414.1 million in total
liabilities, and 191.6 million in shareholders' equity.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?4938

                       About Meruelo Maddux

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.
-- http://www.meruelomaddux.com/-- and its subsidiaries engage in
commercial and residential property development predominantly
located in downtown Los Angeles and other densely populated urban
areas in California.

Meruelo Maddux and its affiliates filed for Chapter 11 protection
on March 26, 2009 (Bankr. C.D. Calif. Lead Case No. 09-13356).
Aaron De Leest, Esq., John J. Bingham, Jr., Esq., and John N.
Tedford, Esq., at Danning Gill Diamond & Kollitz, represent the
Debtors in their restructuring efforts.  Peter C. Anderson, the
United States Trustee for Region 16, appointed five creditors to
serve on the Creditors Committee.  Asa S. Hami, Esq., Tamar
Kouyoumjian, Esq., and Victor A. Sahn, Esq., at SulmeyerKupetz, A
Professional Corporation, represent the Creditors Committee as
counsel.  The Debtors' financial condition as of December 31,
2008, showed estimated assets of $681,769,000 and estimated debts
of $342,022,000.


METCALFE & MANSFIELD: Files Chapter 15 Petition in Manhattan
------------------------------------------------------------
Metcalfe & Mansfield Capital Corp. filed a Chapter 15 petition on
Nov. 10 in Manhattan (Bankr. S.D.N.Y. Case No. 09-16709).

Bill Rochelle at Bloomberg News reported that the firm is asking
the New York Bankruptcy Court to prevent actions by creditors in
the U.S. that might interfere with the reorganization approved in
January by a court in Canada.  The Canadian reorganization
restructured C$32 billion ($30.6 billion) in asset-backed
commercial paper, the report said.

Four other affiliates filed for Chapter 15.


MORRANT BAY: Going Concern Doubt Raised
---------------------------------------
Independence Tax Credit Plus L.P. disclosed in a regulatory filing
that Morrant Bay Limited Partnership has been experiencing higher
operating costs, attributable in part to escalating energy and
repair costs.  These conditions, in addition to regulatory rent
restrictions imposed under the guidelines of the U.S. Department
of Housing and Urban Development, has resulted in operating cash
flow not meeting all current obligations as they become due.  At
September 30, 2009, current liabilities exceed current assets by
approximately $343,000.  This raises doubt as to whether Morrant
Bay will be able to continue as a going concern.  Management
continually monitors operating costs and will request additional
rent increases when allowed by HUD.  Additionally, management is
in the process of evaluating refinancing plans.

During 2008, Morrant Bay entered into negotiations with a local
non-profit to re-syndicate the property.  In connection with this
effort, Morrant Bay is negotiating with Independence Tax Credit
Plus' General Partner to redeem its interest in Morrant Bay for a
nominal amount.  There can be no assurance if or when such
negotiations will result in a sale of the limited partnership's
interest.

Independence Tax Credit's investment in Morrant Bay at September
30, 2009 and March 31, 2009 was reduced to zero as a result of
prior years' losses and the noncontrolling interest balance was
approximately $(230,000) and $(228,000) at each date.  Morrant
Bay's net loss after noncontrolling interest amounted to
approximately $185,000 and $218,000 as of September 30, 2009 and
2008, respectively.

Based in New York, Independence Tax Credit Plus L.P. and 12 other
limited partnerships own leveraged apartment complexes that are
eligible for the low-income housing tax credit.  The general
partner of Independence Tax Credit is Related Independence
Associates L.P., a Delaware limited partnership.  Through the
rights of Independence Tax Credit or an affiliate of the General
Partner, which affiliate has a contractual obligation to act on
behalf of Independence Tax Credit to remove the general partner of
the subsidiary local partnerships -- Local General Partners -- and
to approve certain major operating and financial decisions,
Independence Tax Credit has a controlling financial interest in
the subsidiary partnerships.


NASDAQ OMX: Moody's Upgrades Ratings From 'Ba1'; Outlook is Stable
------------------------------------------------------------------
Moody's Investors Service upgraded NASDAQ OMX to Baa3 from Ba1.
The rating outlook is stable.

The upgrade to Baa3 reflects NDAQ's success over the past five
years in diversifying its revenues, integrating its mergers and
boosting profitability -- all in the face of fiercely competitive
conditions in the US cash equities markets.  In the past,
management's appetite for leveraged acquisitions had represented a
hurdle to achieving an investment grade rating.  NDAQ however has
reduced debt by $435MM so far in 2009, and Moody's expect that
management will maintain a more credit-friendly financial policy.

"In a tough market, NASDAQ OMX has executed well and Moody's
expect the firm to use less leverage in the future," said Peter
Nerby, a Moody's Senior Vice President.

The Baa3 rating reflects NDAQ's competency of steadily
reengineering and adapting its businesses.  Furthermore, the past
two years have been transformational for the firm.  First,
management consummated the $4.4B merger between NASDAQ and OMX in
February 2008, and then acquired the Philadelphia and Boston Stock
Exchanges in quick succession.  Finally, NDAQ acquired the
derivatives clearing operations of Nord Pool.  The successful
execution of these mergers has improved the firm's revenue
diversification, profitability, and cash flow.

"NASDAQ OMX has demonstrated discipline when realizing merger cost
synergies and investing in its platform while generating free cash
flow to pay down debt," Nerby observed.

Moody's said that further upward rating pressure could develop if
NDAQ continues its current operating performance and demonstrates
the capacity and discipline to maintain a Debt/EBITDA ratio of
below 3x.

Moody's said downward pressure could develop for the Baa3 rating
if there was a change in financial policy, such as an aggressively
leveraged acquisition or accelerated share repurchases that cause
deterioration in Debt/EBITDA to greater than 3x.

In concert with the one-notch upgrade to investment grade, Moody's
is withdrawing its corporate family rating on NDAQ (this rating
typically applies to speculative grade companies).  Moody's is
also assigning a Baa3 issuer rating.  Moody's also eliminated the
one-notch differential between NDAQ's senior secured and senior
unsecured ratings.  This reflects NDAQ's position as an applied
technology company with substantial goodwill and intangible
assets, as well as the structural subordination of the holding
company to the regulated subsidiaries.  Furthermore, the bank
facility contains restrictions on the pledging of stock of
principal regulated operating subsidiaries.  Therefore, Moody's
does not make a notching distinction between the senior secured
and unsecured claims.

These changes were made to NASDAQ OMX ratings:

  -- Upgrade Senior Secured Bank Facility to Baa3 from Ba1

  -- Upgrade Senior Unsecured 2.5% Convertible Bonds due 8/15/2013
     to Baa3 from Ba2

Assign Issuer Rating of Baa3:

  -- Withdraw Corporate Family Rating of Ba1

The last rating action on NDAQ was on March 5, 2009, when the
positive outlook on the firm's Ba1 rating was affirmed.

NDAQ is a global exchange company that reported $60 million of
GAAP net income in 3Q09.


NCI BUILDING: Announces Put Option Notification for 2.125% Notes
----------------------------------------------------------------
NCI Building Systems, Inc., is notifying holders of its $58,750
outstanding principal amount of its 2.125% Convertible Senior
Subordinated Notes due 2024 that they have an option, pursuant to
the terms of the Notes, to require the Company to purchase all or
a portion of such holders' Notes at a price equal to 100% of the
principal amount of the Notes, together with the interest and the
additional amounts, if any, accrued and unpaid thereon to, but not
including, December 8, 2009.

The amount of accrued and unpaid interest to, but not including,
December 8, 2009 on each $1,000 in principal amount of the Notes
is $1.2986.  There are no additional amounts accrued and unpaid
to, but not including, December 8, 2009.  Under the terms of the
Notes, the Company will pay for the Notes with cash on hand.  The
Put Option was triggered under the terms of the Notes by the
previously announced completion of the $250 million equity
investment in the Company by funds managed by Clayton, Dubilier &
Rice, Inc.

As required by rules of the Securities and Exchange Commission,
the Company will file a Tender Offer Statement on Schedule TO.  In
addition, the Company's notice to holders with respect to the Put
Option specifying the terms, conditions and procedures for
exercising the Put Option will be available through The Depository
Trust Company and the paying agent, which is The Bank of New York
Mellon Trust Company, N.A. None of the Company, its board of
directors, or its employees has made or is making any
representation or recommendation to any holder as to whether to
exercise or refrain from exercising the Put Option.

The Noteholders' opportunity to exercise the Put Option commenced
on November 9, 2009, and will terminate at 11:59 p.m., New York
City time, on December 8, 2009.  Holders may withdraw any
previously delivered purchase notice pursuant to the terms of the
Put Option at any time prior to 11:59 p.m., New York City time, on
December 8, 2009.

The address of The Bank of New York Mellon Trust Company, N.A. is
601 Travis Street, 16th Floor, Houston, TX, 77002, Attention: Kash
Asghar.

A full-text copy of the Company's Schedule TO is available at no
charge at http://ResearchArchives.com/t/s?493c

A full-text copy of the Company's Designated Event Notice to
Holders of 2.125% Convertible Senior Subordinated Notes Due 2024
is available at no charge at http://ResearchArchives.com/t/s?493d

                        About NCI Building

Based in Houston, Texas, NCI Building Systems, Inc. (NYSE: NCS) is
one of North America's largest integrated manufacturers of metal
products for the nonresidential building industry.  NCI is
comprised of a family of companies operating manufacturing
facilities across the United States and Mexico, with additional
sales and distribution offices throughout the United States and
Canada.

NCI proposed a financial restructuring to address an immediate
need for liquidity in light of a potentially imminent default
under, and acceleration of, its existing credit facility, which
was to occur as early as November 6, 2009 (which would have, in
turn, lead to a default under, and acceleration of, its other
indebtedness, including the $180.0 million in principal amount of
2.125% Convertible Senior Subordinated Notes due 2024, and the
high likelihood that the Company would be required to repurchase
the convertible notes on November 15, 2009, the first scheduled
mandatory repurchase date under the convertible notes indenture.

In October 2009, NCI Building and Clayton, Dubilier & Rice, Inc.
on completed a $250 million equity investment in the Company by
CD&R-managed funds.  The CD&R-managed funds acquired newly issued
preferred stock resulting in an ownership position in the Company
of roughly 68.5% on an as-converted basis.

As of August 2, 2009, the Company had $627.63 million in total
assets; and $624.23 million in total current liabilities and
$21.62 million in total long-term liabilities.


NEUMANN HOMES: Plan Outline Hearing Continued to Nov. 18
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
moved the hearing to consider approval of the disclosure
statement explaining the Joint Plan of Liquidation of Neumann
Homes Inc. and its affiliated debtors through November 18, 2009.

The Debtors filed a Joint Plan of Liquidation and Disclosure
Statement on August 26, 2009.  The Plan provides for the
liquidation of the Debtors' assets and the distribution of the
net proceeds of the Debtors' assets and the distribution of the
net proceeds to creditors in order of the relative priority for
distribution.

The Plan contemplates and is predicated upon the entry of an
order that would substantively consolidate the Debtors' estates
and their bankruptcy cases for purposes of all actions associated
with confirmation and consummation of the Plan.

Claims against and interests in the Debtors are divided into 12
classes under the Plan.  Administrative claims and priority tax
claims are to be paid in full.

Since the date of the Plan filing, the Disclosure Statement
hearing has been adjourned three times, on September 24,
October 28 and November 5.

                Douglas County Treasurer Objects

The Treasury Office of Douglas County, in Colorado, said the Plan
cannot be confirmed unless the Debtors make some Amendments to
it.

Robert Clark, Esq., the Treasury Office's attorney, questioned in
particular the lack of specificity as to how Class 2 claims will
be treated, making it impossible to determine whether the Plan
complies with the confirmation standards of Section 1129 of the
Bankruptcy Code.

Under the Plan, the Debtors proposed to reinstate the Class 2
claims or provide other treatment to be agreed upon by the
Debtors and the creditors.

"Class 2 creditors have the right to have the Debtors tell them
in the Plan how the Debtors propose to deal with their claims so
that they can obtain an adjudication during the confirmation
process of whether the Debtors' treatment of their claims is
legal," Mr. Clark said in court papers.  He points out that a
delayed adjudication would allow creditors whose liens are junior
to Douglas County's tax lien to be paid first.

Douglas County holds a $9,550 claim against Debtor Neumann Homes
of Colorado on account of unpaid commercial personal property
taxes.  It was classified as Class 2 claim under the Plan.

Mr. Clark said the Plan also does not address the possibility
that the Debtors and a Class 2 creditor like Douglas County may
not agree on the treatment of the claim.  "If the Debtors and
Douglas County cannot agree on the treatment of Douglas County's
claim, the Plan provides no guidance as to how [the] claim will
be treated," he noted.

Mr. Clark contended that the Plan also ignores the fact that
Douglas County's "statutory property tax lien primes all
consensual liens" and allows payments among Class 2 creditors
without regard to the priorities among the liens securing those
Class 2 claims.  He added that the Plan allows junior Class 2
creditors to be paid ahead of Douglas County in violation of the
bankruptcy laws.

Mr. Clark further said that since the Plan is not confirmable,
the disclosure statement also be approved.

                        The Chapter 11 Plan

The Debtors filed their Joint Plan of Liquidation and Disclosure
Statement on August 26, 2009.  The Plan provides for the
liquidation of the Debtors' assets and the distribution of the
net proceeds to creditors in order of the relative priority for
distribution.

The Plan contemplates and is predicated upon entry of an order,
which may be the confirmation order, that would substantively
consolidate the Debtors' estates and their bankruptcy cases for
purposes of all actions associated with confirmation and
consummation of the Plan.

Claims against and interests in the Debtors are divided into 12
classes under the Plan.  Administrative claims and priority tax
claims are to be paid in full.

Full-text copies of the Debtors' Joint Plan of Liquidation and
the disclosure statement are available for free at:

     http://bankrupt.com/misc/NeumannLiquidationPlan.pdf
     http://bankrupt.com/misc/NeumannDisclosureStatement.pdf

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: Lawsuit Against Municipalities to Recover Fees
-------------------------------------------------------------
Neumann Homes Inc. and its affiliated debtors have sued at least
27 municipality governments and school and water districts to
demand refunds of permit fees and cash bonds.

The Debtors paid the permit fees and deposited the cash bonds in
connection with their various residential development projects in
Wisconsin, Colorado and Illinois.

In separate complaints filed in the U.S. Bankruptcy Court for the
Northern District of Illinois, the Debtors alleged that the
defendants refused to pay when they sought refunds of permit fees
and unused portion of cash bonds.  The Debtors asserted the funds
should be returned since the projects have not been completed.

The Debtors paid permit fees and deposited cash bonds with these
defendants:

Defendants                               Permit Fees Cash Bonds
----------                               ----------- ----------
City of Kenosha, WI                        $49,444      $7,800
City of Aurora, CO                         $14,784         N/A
City of Naperville, IL                     $33,305         N/A
City of Aurora, IL                             N/A    $153,000
City of Lockport, IL                           N/A     $10,190
City of Joliet, IL                             N/A    $110,000
Village of Minooka, IL                     $69,712      $6,365
Village of Hanover Park, IL                $77,102         N/A
Village of Wonder Lake, IL                 $11,424         N/A
Village of Oswego, IL                      $27,199         N/A
Village of Gilberts, IL                    $18,224         N/A
Village of Antioch, IL                    $136,053         N/A
Village of Sturtevant, WI                   $6,354         N/A
Village of Carpentersville, IL                 N/A     $25,550
Village of Round Lake Heights, IL              N/A     $14,000
Village of Wauconda, IL                        N/A      $6,500
Village of Grayslake, IL                       N/A    $112,000
Town of Cortland, IL                           N/A     $26,000
Town of Firestone, CO                      $36,725         N/A
School District No. 34 Antioch, IL         $52,040         N/A
School District U-46 Elgin, IL             $14,939         N/A
School District No. 201, Minooka           $79,806         N/A
Oswego Community School District            $7,759         N/A
Hanover Park District, IL                  $12,462         N/A
Parker Water & Sanitation Dist.            $74,250         N/A
Minooka High School District
  No. 111, Minooka, IL                     $30,854         N/A
Woodstock Community Unit School
  District 200                             $17,252         N/A

Antioch Village Administrator Jim Keim said their legal council
is preparing a response and that they are hoping the Bankruptcy
Court would make the proper ruling, according to a report by the
Daily Herald.

Naperville City officials said they have not been served with the
lawsuit and have not seen it.  "It would be inappropriate to
speculate about it at this time," the Daily Herald quoted Nadja
Lalvani, Naperville spokeswoman, as saying.

Other suburban communities, including Sugar Grove, have
unfinished Neumann subdivisions and are not aware of litigation
involving the fees.

Sugar Grove Village Administrator Brent Eichelberger said they
would defend it vigorously if they were named in the lawsuit, the
Daily Herald reported.  Mr. Eichelberger added that his village
is involved with other litigation with Neumann Homes.

                        Other Complaints

The Debtors also filed adversary complaints against 19 entities
to avoid and recover preferential transfers:

Defendant                                      Amount
---------                                  ------------
Another Plumbing Company, et al.             $8,000,000
IHP Investment Fund III LP                   $3,220,074
Commonwealth Edison Company                    $433,418
Neu Towne Parker Metro District                $236,334
Premium Assignment Corp.                       $126,936
Worknet Inc.                                    $88,636
Nextel Retail Stores LLC                        $60,437
D&B Advertising                                 $44,955
Clear Channel Outdoor Inc.                      $30,203
SBC Internet Services Inc.                      $27,153
American Express Company                        $26,716
Compass Signs                                   $26,379
Paddock Publications Inc.                       $19,936
AT&T Corporation                                $19,070
Kenosha News Publishing Corporation             $11,571
Copy Xpress                                     $10,791
Safeco Business Insurance                       $10,578
Cardmember Services                             $10,193

The Debtors aver that the transfer of funds to the defendants was
on account of an antecedent debt owed to the defendants prior to
the bankruptcy filing.  The Debtors insist that the funds were
their property at the time of the transfer.

The Debtors also sued Michigan-based Middlesboro at Oakhurst LLC,
and Colorado-based Cavalli-Dotson Ventures I LLC.  The complaint
against Middlesboro seek to recover fraudulent transfers totaling
$3,232,393, and to disallow any claims by Middlesboro against the
Debtors.  The Debtors, meanwhile, sued Cavalli-Dotson to recover
damages from the creditor's alleged breach of their July 2002
contract referred to as a Real Estate Purchase Agreement.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NEUMANN HOMES: Gets Nod for Keating as Special Counsel
------------------------------------------------------
Neumann Homes Inc. and its affiliated debtors obtained permission
from the U.S. Bankruptcy Court for the Northern District of
Illinois to employ Keating & Shure Ltd. as their special counsel.

The Debtors want to tap the services of Chicago-based Keating &
Shure to pursue claims and causes of action on behalf of their
estates, including preference and turnover actions against third
parties not handled by other legal professionals they have
employed.

As special counsel to the Debtors, Keating & Shure will be
tasked to:

  (1) assist and advise the Debtors in analyzing the claims
      and causes of action against certain third parties;

  (2) prepare and file pleadings to pursue the Debtors' claims
      and causes of action to recover the value of certain tax
      refunds, preferential transfers and other assets;

  (3) conduct examinations of witnesses, claimants and other
      parties in connection with the litigation;

  (4) represent the Debtors in any proceedings affecting the
      Debtors' claims and causes of action;

  (5) collect any judgment that may be entered in the litigation
      related to the claims and causes of action; and

  (6) handle any appeals that may result from the litigation.

Keating & Shure will be paid for its services a contingency fee
of 40% of the net sum received from the claims and causes of
action, unless the firm and the Debtors agree that on a certain
matter, Keating & Shure should be paid its standard hourly rate
of $325.

Mark Shure, Esq., at Keating & Shure, assures the Court that his
firm does not have interest adverse to the interest of the
Debtors' estate or any class of creditors and equity holders, and
that his firm is a "disinterested person" under Section 101(14)
of the Bankruptcy Code.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

(Neumann Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000)


NORTEL NETWORKS: Signs New Contracts in CALA Region
---------------------------------------------------
Nortel announced that it continues to sign new contracts with
customers for its Enterprise Solutions portfolio in the Caribbean
and Latin America (CALA).  The new business won is with customers
spanning a variety of different vertical segments including
service providers, government, hospitality and finance.

"We know that this year has been a challenging one for the
industry and our customers are cautious, however it is obvious to
us that they continue to believe in our Enterprise Solutions
portfolio of products and services and they continue committed to
Nortel's technology and innovation, which helps companies
implement and maintain cost effective, advanced communications
solutions," said David Wilkinson, Vice President, Enterprise
Solutions for Nortel Caribbean and Latin America.

Some of the companies or organizations that have recently signed
new business with Nortel are:

    * Herbalife, a nutritional food services company in
      Guadalajara, Mexico updated its Communication Server 1000
      and Contact Center Solutions with Nortel

    * Republic Bank Limited from Trinidad & Tobago is presently
      implementing a Voice over IP Nortel network solution in
      order to network, via IP, its 40+ branches across the
      Island Nation of Trinidad & Tobago

    * Procobros, a contact center in Costa Rica, implemented
      Communication Server 1000 for Contact Center applications

    * Telecommunications Services of Trinidad & Tobago (TSTT)
      selected Nortel Enterprise Solution's Ethernet Routing
      Switches, WLAN2300 , Wireless Mesh, Communication Server
      1000 and CallPilot to provide communication services for
      the Commonwealth Heads of Government Meeting (CHOGM)

    * Longtime customer of Nortel in the Caribbean, The Atlantis
      Resort Paradise Island, upgraded its voice network to
      Nortel's latest IP telephony voice platform, which
      included Communication Server 1000, Hospitality Messaging
      Server 400, CallPilot and Contact Center

"Being able to confide in a team that guarantees a continuous
telephony communications experience for our customers is
fundamental for the operation of our business," said Elizabeth
Rodriguez, Operations Manager for Procobros.

"We are aware that our customers confide in Nortel's technology
and the services that we offer.  Not only do we keep competing in
the marketplace, but we are winning in CALA. At the heart of all
that we do are the needs of our most valued customers, partners
and employees," said Mr. Wilkinson.  "Our main focus at this
moment is to continue communicating to our install base of
customers that their networks are in good hands and there is no
better time to invest in updating their Nortel network than now,"
said Mr. Wilkinson.

Nortel Enterprise has a rich history of innovation which has
helped to create a loyal and broad customer base.  This innovation
continues today, where this year Nortel has updated almost all of
its main products in Enterprise Solutions such as Contact Center
7.0 , Agile Communication Environment, Software Communication
System and Communication Server 1000 Rel. 6.0, all available in
the CALA region and which help create a real environment of
collaboration and unified communications for customers.  In
addition to these new product enhancements, Nortel has also
recently announced various solutions designed for the
health care market, including hospitals and other medical
facilities, improving the patient experience, and making
administrative tasks for Doctors and staff much more efficient.

                   About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Wins Gov't. Comms. Deals Across APAC Regions
-------------------------------------------------------------
Nortel has recently won significant public sector deals in several
countries across the Asia Pacific region that cover a range of
emerging networking technologies including Unified Communications
(UC), Ethernet Routing Switches, contact center deployments and
virtual collaboration environments.

Governments are traditionally conservative in their technology
buying patterns with intense scrutiny on technology decisions and
long buying cycles.  Nortel's continued growth in the government
sector is a clear indicator of the industry's confidence in
Nortel's technology and its long term ability to meet customer
needs.

Nortel has seen recent success with public sector investments in
Australia and New Zealand, Greater China, India, South East Asia
and Japan.  Central and local government departments, healthcare
institutions, educational establishments, court systems, tax
offices, energy and transport network providers have all upgraded
or deployed new communications environments as the region's
central services have dramatically improved the way in which they
communicate both internally and with their external stakeholders
such as citizens, suppliers and other government departments.

The government court systems in two of the region's most populous
cities have invested in Nortel Unified Communications and Ethernet
Routing Switch solutions.  There are changing demands within
modern courts, as court employees are required to be available to
their clients and co-workers anytime, anywhere.  This has created
a high demand for end-to-end UC technologies, including full 10GE
backbone support to the desktop, and leading edge UC applications.
In one instance, the court was able to streamline its operations
by deploying a powerful and secure data network from Nortel to
support a centralized judicial system database.

In education, trials and deployments of Nortel's virtual world
application known as web.alive are providing an immersive learning
experience for students in both primary school and university
environments.  Web.alive is a virtual world software application
that provides a network secured virtual world platform for
collaboration, assisted virtual learning and training
applications.  The solution allows education providers to adapt
teaching methods to the modern communications-rich world,
enhancing student attention, engagement and retention.  This
virtual world collaboration environment is helping learning
centers deal with one of the major drawbacks of other
communication technologies: the ability to give users a "real-
life" experience that is more interactive and intuitive.  It is
another example of how Nortel's technology is supporting the
learning needs of students across the region -- with other major
educational deployments announced in recent times in Australia,
India, Japan and South East Asia. And learning centers across the
region are now looking to technology solutions as a way of
safeguarding educational continuity in the face of the continued
threat of a more severe swine flu pandemic.

With Nortel's unified communications solution in place, employees
at Porirua City Council in New Zealand are now more accessible to
their colleagues, suppliers and customers whether they are in the
office or performing their duties off-site -- meaning enhanced
productivity and increased efficiency.  The solution also allows
Porirua City Council to address the unique needs of its mobile
workforce, which forms over 30% of the organization and which has
previously had to manage a variety of systems to stay in touch.
The new multimedia contact center solution, which enables UC
capabilities such as integrated voice, email, fax and instant
messaging, will drive up customer service quality on offerings
such as holiday programs and inspection bookings, with a focus on
increased speed and an enhanced user experience.

In India, Nortel has supported the huge investment in new airport
infrastructure across the country with significant voice and data
solutions, together with ongoing managed service deals, in a
number of the country's new international airports, including
those in Mumbai, Bangalore, Delhi and Hyderabad.

And in the healthcare sector, Nortel's solutions are helping speed
patient discharge procedures, improve staff efficiency, enable
better communications for a mobile workforce, and improve the
quality of patient care.  Agile clinical communications use many
of the voice and data networks components that already exist in a
hospital to connect the disparate systems, people and processes in
order to maximize return on investment in clinical systems and
infrastructure.  Healthcare providers and teaching hospitals from
Singapore to Japan are relying on Nortel's solutions to support
their critical communications needs.

Examples of how Nortel's Solutions are Supporting Public Sector
Initiatives:

    * New Zealand Public Service Association Gets Unified With
      Nortel and Gen-I -- The New Zealand Public Service
      Association (PSA), New Zealand's largest union with more
      than 57,000 registered members, expects to save up to 18
      percent annually on call fees by migrating to a unified
      communications network from Nortel, Microsoft and
      implementation partner Gen-i.  The solution gives PSA new
      functionality -- such as unified messaging and presence -
      that allows operators to instantly "see" the status of
      their colleagues and know exactly how to reach them, be it
      by phone or e-mail.  The system also creates a single
      collection point for voicemails for all staff so no
      message goes unanswered.

    * Taiwan Post Secures Business Continuity with Nortel Metro
      Ethernet Solution -- Taiwan Post, the largest postal,
      banking and insurance services provider in Taiwan, ensures
      customers will continue to be served and catastrophic
      failure to business operations averted in the event of
      disaster through a Nortel Metro Ethernet solution.  Taiwan
      Post is ensuring business continuity with Metro Ethernet
      technology by enabling real-time information backup,
      access and recovery.

    * Nortel Metro Ethernet Solution Helps Shanghai Metro Line 1
      Trains Run on Time -- With the Nortel Metro Ethernet
      solution in place, CBDTS will transmit information
      relating to wireless access systems, electronic
      monitoring, digital television and broadcasting, including
      comprehensive network monitoring and alerting tools.  All
      operational and management information -- voice, data and
      video -- will be securely and accurately transmitted and
      monitored, ensuring seamless communications among train
      staff and access to the PIS (Passenger Information System)
      at all times.

    * Nortel Provides Network Infrastructure for Commonwealth
      Youth Games 2008 -- The Commonwealth Youth Games 2008,
      held in Pune, India from October 12 to 18, ran on a next-
      generation data network infrastructure set up by Nortel.
      The always-on, highly available network supporting 1,000
      users, ran multimedia applications including real-time
      schedule updating, statistical analysis, resource
      coordination and media coverage helping ensure the
      Commonwealth Youth Games 2008 ran smoothly.

    * Japan's Kyushu University Hospital has improved patient
      care by fostering staff collaboration over a new medical
      information network based on Nortel's clinical-grade
      Healthcare Solutions portfolio.  And in Taiwan, the
      wireless Taiwan Mobile Healthcare Services give Taipei-
      based doctors virtual access to patient medical records,
      high-quality diagnostic images and video, and other
      innovative connectivity services.

    * The University of the East (UE) in the Philippines has
      selected Nortel to help upgrade its information technology
      infrastructure and to boost the performance of all its
      computerized and web applications systems.  With this
      system, UE students, faculty and personnel can access UE's
      centralized database enabling quicker, easier, and more
      efficient academic, financial and administrative
      transactions.

    * Australia's renowned RMIT University has upgraded its
      Nortel data network to support new, high-bandwidth
      services such as media streaming, YouTube feeds and
      videoconferencing for staff and students across 220 campus
      locations.  The data network allows the University to
      drive high-bandwidth media streaming applications across
      its 12,500 PCs without affecting the performance of
      business-critical communications and media-intense
      research applications.

    * The Victorian Education and Research Network (VERNet) has
      deployed a Nortel Metro Ethernet Solution to significantly
      boost network capacity to provide member institutions with
      "always on" high-speed broadband connectivity.  This
      allows more than 100 research and education institutions
      in the state of Victoria  to introduce services such as
      real-time, high-definition video broadcasts, offsite
      disaster recovery and connections to radio telescopes.

    * National University of Malaysia Unleashes Student Learning
      With Nortel -- Formed to deliver an innovative education
      with roots in traditional knowledge and culture,
      Universiti Kebangsaan Malaysia(UKM) is expanding its
      online usage by introducing a range of online applications
      including e-learning, network-intensive research
      applications, VoIP, IPTV and more.  These applications
      empower students and faculty to teach and learn in
      collaborative new ways, and their successful deployment
      provides an important competitive differentiator for
      universities.

                   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 Stay Extended to December 18
--------------------------------------------------
Nortel Networks Corporation and four of its Canadian affiliates
that filed for creditor protection under Canada's Companies'
Creditor Arrangement Act sought and obtained an order from the
Ontario Superior Court of Justice extending to December 18, 2009,
the stay of proceedings that was previously granted by the
Canadian Court.

Derrick Tay, Esq., at Ogilvy Renault LLP, in Toronto, Ontario,
said the Nortel units require further time to process the
resolution of the claims received and to implement a
"compensation claims process" for claims asserted by their
employees.

Mr. Tay added the Nortel units' various divestiture efforts are
still underway and they expect to continue those efforts for the
next several months.

                   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: Regulators Give Green-Light for Avaya Sale
-----------------------------------------------------------
Avaya announced November 11 it was granted early termination of
the antitrust waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, for the company's proposed
acquisition of Nortel's enterprise solutions business.

Avaya also received regulatory clearance for the proposed
transaction from the Canadian Competition Bureau.  The Competition
Bureau issued a no action letter, indicating that it does not have
grounds to challenge the proposed transaction under the
Competition Act.

The proposed acquisition is subject to additional regulatory
reviews, and Avaya expects to close the transaction in
December 2009.

U.S. and Canadian bankruptcy courts on September 16 approved the
sale of Nortel Networks' Enterprise Solutions business to Avaya
Inc.  Avaya emerged the winning bidder at the auction where it
offered to pay US$900 million in cash to Nortel, with an
additional pool of US$15 million reserved for an employee
retention program.  Avaya originally offered US$475 million.

                          About Avaya Inc.

Avaya, Inc., based in Basking Ridge, New Jersey, is a supplier of
communications systems and software for enterprise customers.
The company -- http://www.avaya.com/-- provides unified
communications, contact centers, and related services directly and
through its channel partners to leading businesses and
organizations around the world.

The Troubled Company Reporter stated on Sept. 16, 2009, that
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B' corporate credit rating, on Avaya, Inc., on
CreditWatch with negative implications, following the Company's
announcement that it has been accepted as the buyer of Nortel
Networks Corp.'s Enterprise Solutions businesses.

                   About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for our customers.  The Company's
next-generation technologies, for both service provider and
enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTHEAST BIOFUELS: Sunoco to Invest $20MM to Volney Ethanol Plant
------------------------------------------------------------------
Lou Sorendo at Oswego County Business reports that Sunoco said
it's planning to make $20 million in capital improvements at the
ethanol facility of Northeast Biofuel in Volney.

Sunoco acquired the $200 million facility in mid-April at an
auction, report relates.

Northeast Biofuels, LP, is a limited partnership formed to
develop, own and operate an ethanol facility in Fulton, New York.
NEB is 100% owned by an intermediate holding company, NEB
Holdings, LP, which is in turn 85% owned by Permolex
International, L.P., and 15% by other project developers.

The Company and two of its affiliates filed for Chapter 11
protection on January 14, 2009 (Bankr. N.D. N.Y. Lead Case No. 09-
30057).  Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece,
P.C., represents the Debtors in their restructuring efforts.
Blank Rome LLP will serve as the Debtors' counsel.  The U.S.
Trustee for Region 2 appointed creditors to serve on an Official
Committee of Unsecured Creditors.  Sara C. Bond, Esq., and Stephen
A. Donato, Esq., Bond, Schoeneck & King, PLLC, represent the
Committee.  When the Debtors filed for protection from their
creditors, they listed assets and debt between $100 million to
$500 million each.


NOVADEL PHARMA: Licenses NitroMist Lingual Spray to Mist
--------------------------------------------------------
NovaDel Pharma Inc., has entered into a licensing agreement with
privately held Mist Acquisition, LLC to manufacture and
commercialize the NitroMist(R) lingual spray version of
nitroglycerine, a widely prescribed and leading short-acting
nitrate for the treatment of angina pectoris. Under terms of the
agreement, Mist will pay NovaDel a $1,000,000 licensing fee upon
execution of the agreement, milestone payments totaling an
additional $1,000,000 over the next 12 months and ongoing
performance payments of 17% of net sales.

Through a separate license agreement with Mist, Akrimax
Pharmaceuticals, LLC will receive the exclusive right to
manufacture, distribute, market and sell NitroMist(R) in North
America. NitroMist(R) provides acute relief of an attack or acute
prophylaxis of angina pectoris due to coronary artery disease. The
lingual spray form of the drug is conveniently administered and is
rapidly absorbed into the bloodstream via the oral mucosa
providing patients a fast and tolerable treatment option for the
prevention or relief of pain associated with such attacks.

"Akrimax's focus on metabolic diseases and its leadership's proven
experience launching successful products and companies makes it an
ideal partner to launch this innovative therapy," said Steven B.
Ratoff, NovaDel's Chairman and Interim CEO. "We're delighted to
have Akrimax leveraging its manufacturing expertise and
progressive commercial platform to optimize the value of
NitroMist(R)" he added.

"NitroMist(R) offers an important practical innovation in the
delivery of a life support medicine for cardiovascular patients
suffering from angina," stated Alan L. Rubino, CEO and President
of Akrimax.  "We are extremely enthusiastic to be introducing and
commercializing NitroMist(R) as this new product is an excellent
complement to our developing cardiovascular and metabolic
portfolio."

                   About Akrimax Pharmaceuticals

Akrimax Pharmaceuticals, LLC -- http://www.Akrimax.com/-- is a
privately held, fully-integrated next-generation specialty
pharmaceutical company that acquires, markets and develops
products to address disease states related to metabolic diseases.
The company also owns a world-class manufacturing plant in Rouses
Point, NY with a highly skilled workforce.  The plant encompasses
67.6 acres with 38 buildings, offering approximately 1 million sq.
feet of manufacturing and packaging space.  Akrimax was formed in
2007 and purchased the Rouses Point plant from Wyeth in January
2008.

Based in Cranford, NJ, Akrimax pursues unsurpassed quality in the
development, production, manufacturing, distribution, and
commercialization of a full range of top-quality pharmaceutical
products including Inderal(R)LA and LoOvral(R)-28.

                      About Novadel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

As of June 30, 2009, the Company had $2,358,000 in total assets
and $9,146,000 in total liabilities, resulting in $6,788,000 in
stockholders' deficit.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


NOVADEL PHARMA: Receives $126,055 From Sale of Shares to Seaside
----------------------------------------------------------------
NovaDel Pharma Inc. on November 6, 2009, had its eighth closing of
an offering pursuant to which Seaside 88, LP, purchased 500,000
shares of the Company's Common Stock at a price per share of $0.26
having an aggregate value of approximately $131,500, and, the
Company received net proceeds of approximately $126,055, after
deducting commissions and $1,500 in non-accountable expenses,
pursuant to the terms of the parties' Common Stock Agreement.

On June 30, 2009, NovaDel Pharma entered into a Common Stock
Purchase Agreement with Seaside 88 whereby the Company agreed to
issue and sell to Seaside 500,000 shares of the Company's common
stock, $0.001 par value per share, once every two weeks for 26
closings over a 52-week period.  Pursuant to the terms of the
Agreement, at the initial closing, the offering price of the
Common Stock equaled 87% of the volume weighted average trading
price of the Common Stock during the trading day immediately prior
to the initial closing date.  At each subsequent closing, on each
14th day thereafter, the offering price of the Company's Common
Stock will equal 87% of the volume weighted average trading price
of the Common Stock for the 10-day trading period immediately
preceding each subsequent closing date.  If, with respect to any
subsequent closing, the volume weighted average trading price of
the Company's Common Stock for the three trading days immediately
prior to such closing is below $0.25 per share, then the
particular subsequent closing will not occur and the aggregate
number of Shares to be purchased shall be reduced by 500,000
shares of Common Stock.

The Company also disclosed that on October 26, 2009, the
compensation committee of the Company's Board of Directors amended
the cash component to its annual compensation policy for non-
employee directors to pay an annual retainer of $50,000 in lieu of
the Board's current compensation policy of paying a retainer and
meeting fees.  The amended annual compensation policy will be
payable semi-annually.

                      About Novadel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

As of June 30, 2009, the Company had $2,358,000 in total assets
and $9,146,000 in total liabilities, resulting in $6,788,000 in
stockholders' deficit.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


OTTER TAIL: Excessive Concessions Granted to Lenders, Says US Bank
------------------------------------------------------------------
Otter Tail AG Enterprises, LLC, sought permission from the U.S.
Bankruptcy Court for the District of Minnesota to use cash
collateral in accordance with the terms agreed upon with its
lenders.

Lenders AgStar Financial Services and MMCDC New Markets Fund II,
LLC, have a security interest in Debtor's cash collateral.  In
addition, there are holders of public bonds issued by Otter Tail
County that are administered by U.S. Bank National Association as
indenture trustee, and Otter Tail County.  The bondholders have
subordinated any right to payment or interest in any property of
Debtor as collateral until the Lenders are paid-in-full on their
claims.

AgStar and NMF have consented to Debtor's interim and final use of
cash collateral, up until February 28, 2010, subject to these
conditions:

   * The Debtor will file a plan acceptable to the Lenders prior
     to Feb. 28, which at a minimum treats the Lenders as fully
     secured creditors, and provides that Debtor's manufacturing
     plant will be free of all subordinate mortgages, liens,
     encumbrances, and lessors' interests, except those acceptable
     to the lenders;

   * The Debtor will raise new equity for the Plant and will
     obtain subscription letters acceptable to the Lenders in an
     amount not less than (a) $6,000,000 on or before January 15,
     2010; and (b) $10,000,000 on or before February 28, 2009.

   * If Debtor cannot propose an acceptable plan for
     reorganization within the agreed time frame, the Debtor will
     move for a sale of assets free and clear of interests,
     liens, encumbrances and claims pursuant to 11 U.S.C. Sec.
     363(b) and (f).

As adequate protection, the Debtors will grant AgStar and NMF
first priority perfected security in debtor's post-petition
property and payment of accrued interest at the contract rate on
the first day of each month, beginning on November 1, 2009, and
monthly thereafter, among other things.

The Bondholders won't be receiving adequate protection in light of
their subordinated status to Agstar and NMF

The Court has granted interim approval to the cash collateral use.
The Court's interim order provides that the Debtors will have
access to cash collateral until Dec. 3 or the date the Court
enters the final cash collateral order.

U.S. Bank, the indenture trustee for the Revenue Bonds, says it
does not object to the cash collateral use as long as it receives
adequate protection.  However, U.S. Bank objects to approval of
the Stipulation between the Debtor and the Lenders on either an
interim basis or a final basis on the grounds that (i) it fails to
provide for adequate protection to U.S. Bank, and (ii) it grants
excessive concessions to the Lenders going far beyond the
requirements of adequate protection that are prejudicial to the
rights of other creditors, including the holders of the Revenue
Bonds.

                        About Otter Tail AG

Otter Tail AG Enterprises LLC has an agreement to use cash
collateral.  According to Bill Rochelle at Bloomberg, an agreement
to use cash requires raising $10 million in new investments by the
end of February.  Absent new capital, Otter Tail is obligated to
sell the operation.

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 relief on Oct. 30 (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: Files Schedules of Assets & Liabilities
---------------------------------------------------
Otter Tail AG Enterprises, LLC, filed with the U.S. Bankruptcy
Court for the District of Minnesota, its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets          Liabilities
  ----------------               ------          -----------
A. Real Property             $13,045,200.00
B. Personal Property         $53,585,706.69
C. Property Claimed as
Exempt
D. Creditors Holding
Secured Claims                                  $85,991,138.00
E. Creditors Holding
Unsecured Priority
Claims                                                   $0.00
F. Creditors Holding
Unsecured Non-priority
Claims                                              $29,984.64
                              --------------        ----------
TOTAL                         $66,630,906.69    $86,021,122.64

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 Company
listed 50,000,001 in assets and 50,000,001 in liabilities.


OTTER TAIL: Wants to Employ Pemberton Sorlie as Corporate Counsel
-----------------------------------------------------------------
Otter Tail Ag Enterprises, LLC, has sought permission from the
U.S. Bankruptcy Court for the District of Minnesota to hire
Pemberton, Sorlie, Rufer, Kershner, PLLP, as corporate counsel.

The Debtor seeks to employ Pemberton Sorlie as special counsel and
provide legal services related to the conduct of the Debtor's
corporate affairs.  Pemberton Sorlie won't provide specific
services as bankruptcy counsel and won't duplicate the efforts of
other proposed attorneys for retention Mackall, Crounse & Moore,
PLC, and Fredrikson & Byron P.A.

Kent Mattson, a partner in Pemberton Sorlie, said that the firm
will be paid $165 to $205 per hour.

Mr. Mattson assures the Court that Pemberton Sorlie doesn't have
interests adverse to the interest of the Debtors' estates or of
any class of creditors and equity security holders.  Mr. Mattson
maintains that Pemberton Sorlie 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 Company
listed 50,000,001 in assets and 50,000,001 in liabilities.


PETTERS COMPANY: Court Establishes December 29 as Claims Bar Date
-----------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota has set Dec. 29, 2009, as the deadline for
parties-in-interest in Petters Company, Inc., et.al.'s Chapter 11
cases to file proofs of claim.

The Court also set Jan. 28, 2010, as the deadline for governmental
units to file proofs of claim.

Douglas A. Kelley, the Chapter 11 Trustee, filed the motion in
behalf of the Debtors.

Based in Minnetonka, Minnesota, Petters Group Worldwide LLC is
named for founder and chairman Tom Petters.  The group is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., Petters
Group Worldwide, LLC, and eight other affiliates filed separate
petitions for Chapter 11 relief on October 11, 2008 (Bankr. D.
Minn. Lead Case No. 08-45257).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the District of
Minnesota on October 6, 2008 (Case Nos. 08-45136, 08-35197 and 08-
35198).  Petters Aviation, LLC is a wholly owned unit of Thomas
Petters Inc. and owner of MN Airline Holdings, Inc., Sun Country's
parent company.


PHILADELPHIA NEWSPAPERS: District Court Delays Auction by 7 Days
----------------------------------------------------------------
U.S. District Judge Eduardo Robreno granted the lenders a one-week
delay of Philadelphia Newspaper LLC's auction scheduled for
November 18.

"I have found that the likelihood of success on the merits and the
irreparable harm to the senior lenders do not tip the scale in the
favor of the senior lenders," Judge Robreno said of the appeal.
Still, "in the interest of this case it is appropriate to grant a
short stay," he said.

Two days after the district judge entered a ruling favoring
Philadelphia Newspapers' request to bar credit bidding at an
auction, the secured lenders quickly filed papers asking the
District Court to stay the auction pending an appeal to the order.

According to Bill Rochelle at Bloomberg News, the lenders told
Judge Robreno in their Nov. 10 papers that he was wrong in
reversing the bankruptcy judge, said he would allow the lenders to
bid their $318 million in secured claims.  If the auction goes
ahead, the plan could be affirmed and implemented, in the process
making their appeal moot, the lenders argue.  The lenders want the
U.S. Court of Appeals in Philadelphia to hear an appeal quickly.

                   The District Court Ruling

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.


PNG VENTURES: NHB Engaged as Debtor's Financial Advisors
--------------------------------------------------------
NachmanHaysBrownstein, Inc., has been engaged as Financial Advisor
and Valuation Consultant to PNG Ventures Inc. in its Chapter 11
proceeding in Delaware.  PNG Ventures, which is a liquefied
natural gas company, filed for Chapter 11 protection on
September 10, 2009.

The engagement is led by NHB Principal John Tittle, Jr., CTP,
CIRA, CDBV.  NHB is the country's premier mid-market turnaround
and crisis management firm, having been included among the
"Outstanding Turnaround Firms" in Turnarounds & Workouts for the
past fourteen consecutive years.  NHB has its headquarters near
Philadelphia and offices in Boston, Dallas, Los Angeles, New York
and Wilmington, DE.

Other recent NHB bankruptcy engagements include Financial Advisor
to the Official Committee of Unsecured Creditors in In re American
Community Newspapers, et al. (Delaware); Financial Advsior to the
Debtor in In re Crescent Fuels, Inc., et al. (Kansas); Chief
Restructuring Officer in In re U.S. Mortgage/CU National (New
Jersey); Financial Advisor to the Official Committee of Unsecured
Creditors in In re Nexpak Corporation, et al. (Delaware);
Financial Advisor to the Official Committee of Unsecured Creditors
in In re We Recycle, Inc. (Southern District of New York);
Financial Advisor to the Official Committee of Unsecured Creditors
in In re PPI Holdings, Inc., et al. (Delaware); Financial Advisor
to the Official Committee of Unsecured Creditors in In re
Broadstripe, LLC (Delaware) and Financial Advisor to the Debtor in
In re DD-OH Family Partners (d/b/a Oskar Huber Furniture) (New
Jersey).

                   About NachmanHaysBrownstein

NachmanHaysBrownstein, Inc. -- http://www.nhbteam.com/-- is one
of the country's leading turnaround and crisis management firms,
having been included among the ten or so "Outstanding Turnaround
Firms" in Turnarounds & Workouts for the past fourteen consecutive
years.  NHB demonstrates leadership in corporate renewal by
creating value and preserving capital through turnaround and
crisis management, financial advisory, investment banking and
fiduciary services to financially challenged companies throughout
America, as well as through their investors, lenders and trade
creditors.  NHB focuses on producing lasting performance
improvement, and maximizing the business' value to stakeholders by
providing the leadership and credibility required to reconcile the
client's objectives, economic reality and available alternatives
to establish an achievable goal.

NHB professionals have assisted businesses in nearly every
industry, and provides services for out-of-court turnarounds and
workouts, crisis and interim management, sale of businesses,
refinancing, recapitalization, and restructuring, litigation
support and expert testimony, and -- where necessary -- bankruptcy
planning and reorganization advisory and management services.
NHB's clients have ranged from a few million dollars in sales to
nearly $2 billion, and have included both publicly held and
privately owned companies, however most clients are middle market
businesses with sales between $25 million and $500 million.

NHB professionals consist of seasoned executives who have in-depth
experience in diverse fields including finance, operations,
engineering and systems.  Every NHB engagement is led by one of
the Principals of NHB, and NHB's practice takes its professionals
throughout North America and abroad.  NHB's referral sources
consist of the top lenders, equity and venture firms, and law
firms in the country. Headquartered in Philadelphia, NHB also
maintains offices in Boston, Dallas, Los Angeles, New York and
Wilmington, DE.


PREMIUM PROTEIN: Files Chapter 11 in Lincoln, Nebraska
------------------------------------------------------
Premium Protein Products LLC filed for Chapter 11 before the U.S.
Bankruptcy Court for the District of Nebraska on November 10, 2009
(Bankr. D. Neb. Case No. 09-43291).  The Company disclosed less
than $50 million in assets against debt exceeding $50 million.
Liabilities include $8.6 million owed to senior secured lenders
and $32.3 million to affiliates of MatlinPatterson Global Advisers
LLC on a junior secured debt.

The Chapter 11 case is to be funded with $300,000 from the senior
lender, Bill Rochelle at Bloomberg News said.

Premium Protein Products LLC operates slaughtering and fabrication
operations in Nebraska.


PREMIUM PROTEIN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Premium Protein Products, LLC
        4611 West Adams Street
        Lincoln, NE 68524

Case No.: 09-43291

Chapter 11 Petition Date: November 10, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Judge: Chief Judge Thomas L. Saladino

Debtor's Counsel: Robert V. Ginn, Esq.
                      Blackwell Sanders Peper Martin LLP
                      1620 Dodge Street, Suite 2100
                      Omaha, NE 68102
                      Tel: (402) 964-5000
                      Fax: (402) 964-5050
                      Email: rvgbknotice@huschblackwell.com

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

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

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


PROTECTION ONE: Posts $122,000 Q3 Net Loss; Seeks Loan Amendments
-----------------------------------------------------------------
Protection One, Inc., and Protection One Alarm Monitoring, Inc.,
reported a net loss of $122,000 for the three months ended
September 30, 2009, from a net loss of $11,144,000 for the same
period a year ago.  For the nine months ended September 30, 2009,
the Company reported a net loss of $5,458,000 compared to a net
loss of $43,311,000 for the same period a year ago.

Total revenue was $92,560,000 for the three months ended
September 30, 2009, from $94,056,000 for the same period a year
ago.  Total revenue was $277,708,000 for the nine months ended
September 30, 2009, from $278,034,000 for the same period a year
ago.

At September 30, 2009, the Company had total assets of
$628,119,000 against total liabilities of $711,392,000, resulting
in stockholders' deficiency of $83,273,000.

At September 30, 2009, the Company was in compliance with the
financial covenants and other maintenance tests for all its debt
obligations.  The Consolidated Leverage Ratio and Consolidated
Interest Coverage Ratio contained in its Senior Credit Agreement
are maintenance tests and the Consolidated Fixed Charge Coverage
Ratios contained in the Company's Senior Secured Notes Indenture
and Unsecured Term Loan Agreement are debt incurrence tests.  The
Company said it cannot be deemed to be in default solely due to
failure to meet such debt incurrence tests.  However, failure to
meet such debt incurrence tests could result in restriction on the
Company's ability to incur additional ratio indebtedness.  The
Company believes that should it fail to meet the minimum
Consolidated Fixed Charge Coverage Ratios in its Senior Secured
Notes Indenture and Unsecured Term Loan Agreement, its ability to
borrow additional funds under other permitted indebtedness
provisions in its Senior Secured Notes Indenture, Unsecured Term
Loan Agreement and Senior Credit Agreement would provide the
Company with sufficient liquidity for its currently foreseeable
operational needs.  The Company's outstanding debt instruments
also generally restrict its ability to pay any cash dividends to
stockholders, but do not otherwise restrict its ability to fund
cash obligations.

The Company also disclosed it is in discussions with its existing
lenders under its senior credit facility to extend the maturity
date of the existing Senior Credit Agreement and amend certain
other terms.  Included among the possible amendments are an
extension of the maturity date of the Company's revolving credit
facility (currently scheduled to mature in March 2010) and a
reduction in the maximum amount available for borrowing under the
Company's revolving credit facility to $15 million from
$25 million.  The Company is also discussing with existing lenders
and potential new lenders the possibility of increasing the size
of the term loan facility by up to $75 million (for aggregate term
loans of $364.5 million).  The additional proceeds, together with
available cash on hand would be used to redeem the Company's
Senior Secured Notes due November 15, 2011.  The Company can give
no assurance that it will be successful in completing this
refinancing on the terms being discussed or at all.

In a news statement, Richard Ginsburg, Protection One's president
and chief executive officer, said, "Our more efficient cost
structure and improved operations enabled us again to deliver
significant improvements in operating income and adjusted EBITDA
in the third quarter of 2009 while further reducing net debt.
With the catalyst of more profitable monitoring and service
delivery, lower general and administrative costs, improved Retail
attrition, and less investment creating new customers, operating
income increased $10.7 million and adjusted EBITDA increased 17.6%
over the third quarter of last year.  After several quarters of
decreasing net losses, we operated at close to breakeven on a net
income basis.  We also generated cash during the quarter, reducing
net debt by $11.0 million.

"In this economic environment, the resiliency of our business
model, based on high margin recurring revenues and investment
flexibility, is evident in our results.  We plan to continue
investing selectively in new residential customers while enhancing
our commercial sales force in anticipation of expanding
opportunities in commercial markets as the economy improves.  This
emphasis on markets where we have a competitive advantage is
consistent with our plan to maximize our strong and sustainable
cash flows to provide meaningful deleveraging and shareholder
value creation."

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?493d

A full-text copy of the Company's earnings result is available at
no charge at http://ResearchArchives.com/t/s?493f

Protection One, Inc., is principally engaged in the business of
providing security alarm monitoring services, including sales,
installation and related servicing of security alarm systems for
residential and business customers.  The Company also provides
monitoring and support services to independent security alarm
dealers on a wholesale basis.  Affiliates of Quadrangle Group LLC
and Monarch Alternative Capital LP own roughly 70% of the
Company's common stock.


PREMIUM PROTEIN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Premium Protein Products, LLC
        4611 West Adams Street
        Lincoln, NE 68524

Case No.: 09-43291

Chapter 11 Petition Date: November 10, 2009

Court: United States Bankruptcy Court
       District of Nebraska (Lincoln Office)

Judge: Chief Judge Thomas L. Saladino

Debtor's Counsel: Robert V. Ginn, Esq.
                      Blackwell Sanders Peper Martin LLP
                      1620 Dodge Street, Suite 2100
                      Omaha, NE 68102
                      Tel: (402) 964-5000
                      Fax: (402) 964-5050
                      Email: rvgbknotice@huschblackwell.com

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

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

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


SAAD INVESTMENTS: Liquidators File Chapter 15 in Delaware
---------------------------------------------------------
The Cayman Islands liquidators for Saad Investments Finance Co.
(No. 5) Ltd. filed a Chapter 15 petition November 11 in Delaware
(Bankr. D. Del. Case No. 09-13985).  The petition says that assets
range from $50 million to $100 million while debts are between
$1 million and $10 million.

Bill Rochelle at Bloomberg News reports that the Chapter 15 filing
is as an offshoot of action taken in May by the Saudi Arabian
Monetary Authority to freeze accounts of Maan Al-Sanea, the
controlling shareholder of Saad Investments.  The liquidators were
appointed by the Cayman court in September to wind up the company
up amid what they characterized in a bankruptcy court filing as
"wide-ranging allegations of fraud and misappropriation of funds."
Al-Sanea denied allegation of improprieties.

According to the report, the liquidators said they believe the
assets of Saad Investments consist of 57 private-equity vehicles,
of which 20 are in the U.S. and had an estimated value in June of
$41.5 million. The liquidators say that the June estimated value
of all 57 funds was $146 million, including 16 in the Cayman
Islands worth $56.4 million.

The liquidators are asking the Delaware bankruptcy court to halt
creditor actions in the U.S. in the course of finding that the
court in the Cayman Islands is in charge of the "foreign main
proceeding."

The liquidators, according to Mr. Rochelle, say they are facing
cash calls from some of the private-equity funds.  The liquidators
will decide which calls to meet.  If they don't, they say their
existing investments may be forfeit.


SEA LAUNCH: Can Access $5-Mil. of Financing on Interim
------------------------------------------------------
Sea Launch Co. LLC received interim approval from the U.S.
Bankruptcy Court for the $12.5 million in debtor-in-possession
financing from Space Launch Services.  The Debtor will be able to
access  $5 million, pending final approval of the DIP Loans.

According to Bloomberg's Bill Rochelle, while Sea Launch as a
commitment for $12.5 million, it ultimately aims on having
$25 million in borrowing power.  A company lawyer informed the
Court about plans for holding an auction next year, report said.

The Company, according to, Satellite TODAY, said the financing
would provide working capital to continue operations as it moves
through the Chapter 11 process.  It added that it will be
preparing a plan of reorganization to secure exit financing and
finalize a revitalized supply chain management structure.

"[W]e are planning to emerge from Chapter 11 next spring and
continue to provide reliable launch services for our current and
prospective customers," Satellite TODAY's quoted Kjell Karlsen,
president and general manager of Sea Launch, as stating.

Sea Launch Company, L.L.C., 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 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.


SIRIUS XM: Parsons Steps Down as Chairman; Hartenstein Gets Post
----------------------------------------------------------------
Gary Parsons on November 12, 2009, resigned as a member and as
Chairman of Sirius XM Radio Inc.'s Board of Directors.  Mr.
Parsons also terminated his employment with XM Satellite Radio
Holdings Inc.

The Board elected Eddy W. Hartenstein, an existing independent
director, to be Chairman of the Board of Directors.

"I could not be more proud of everything that has been
accomplished in satellite radio," said Mr. Parsons.  "It has been
a true honor to serve the stockholders of these companies since
founding through delivery of an unparallel service to millions of
loyal and devoted subscribers.  While it has been a privilege to
serve SIRIUS XM as Chairman and to have guided the company
successfully through the merger of SIRIUS and XM, I believe now is
the right time to step aside.  As SIRIUS XM, we have achieved
significant synergies while bringing together two incredibly
talented teams and unique service offerings. Moreover, despite the
challenging economic environment, we have begun to generate
positive cash flow and have substantially improved our financial
condition. While challenges remain, I'm confident that under the
direction of Mel Karmazin and with the assistance of Eddy
Hartenstein, SIRIUS XM will continue to grow and flourish."

Mr. Parsons was founder of XM Satellite Radio and was the Chairman
of XM Satellite Radio, prior to the merger of SIRIUS and XM.

Mr. Hartenstein said, "It is a great honor to have been appointed
to the position of Chairman by my fellow Directors. For several
years I have worked closely with the Board, Mel and the rest of
the management team and I look forward to assisting the company in
this role. Gary leaves big shoes to fill. His understanding of our
industry and our technology is impressive, as is his vision for
what this exciting service can offer our subscribers. SIRIUS XM is
an extraordinary company that is well positioned for success as it
maintains and builds on its strong position in the months and
years ahead."

Mel Karmazin, SIRIUS XM's Chief Executive Officer, said, "As
Chairman of the Board, Gary has very effectively steered our
company in the right direction, through our merger and beyond. He
is a true pioneer; he believed in the promise of satellite radio
before there were subscribers, programming or even satellites. I
want to thank Gary for his vision, expertise and tireless
commitment to SIRIUS XM. We greatly appreciate his many
contributions and wish him all the best in all his future
endeavors. I am also looking forward to working closely with Eddy
in his new role. As an independent director, he will bring an
important new perspective to the Chairmanship; a perspective that
our stockholders will benefit from."

In connection with Mr. Parsons' separation, Sirius entered into a
Separation Agreement and Release of Claims with Mr. Parsons.  As
contemplated by the Employment Agreement dated as of August 6,
2004, by and among XM Satellite Radio Holdings Inc, XM Satellite
Radio Inc. and Mr. Parsons, as amended, Sirius will deposit in
trust for the benefit of Mr. Parsons amounts necessary to satisfy
our obligations to him pursuant to the terms of the Employment
Agreement.  The amount will be paid to Mr. Parsons on the earliest
date permitted under Internal Revenue Code Section 409A.

Sirius has notified the Nasdaq Stock Exchange LLC that as a result
of Mr. Parsons' resignation, the Company is in compliance with
NASDAQ's independent director requirements for continued listing.

"The Board is delighted that Eddy W. Hartenstein has agreed to
step into the role of Chairman," said James F. Mooney, Chairman of
the company's Nominating and Corporate Governance Committee.  "The
Board is committed to following "best practices" in governance
matters, including the selection of an independent director as
Chairman of the Board of Directors.  Eddy is a strong voice of
independence on the Board, and his existing role on the Board will
also allow for a seamless transition."

Mr. Hartenstein has been a director of SIRIUS XM since July 2008.
From May 2005 until the closing of the merger with XM in July
2008, Mr. Hartenstein served as a director of XM Satellite Radio
Holdings Inc.  In August 2008, Mr. Hartenstein was named Publisher
and CEO of the Los Angeles Times and continues in that capacity.
Mr. Hartenstein was the Vice Chairman and a member of the board of
directors of The DIRECTV Group, Inc. from December 2003 until his
retirement in December 2004.  Mr. Hartenstein served as Chairman
and CEO of DIRECTV, Inc. from late 2001 to 2004 and as President
of DIRECTV, Inc. from its inception in 1990 to 2001.  Mr.
Hartenstein also serves as a member of the board of directors of
SanDisk Corporation, The City of Hope and Broadcom, Inc.

                       About SIRIUS XM Radio

Based in New York, SIRIUS XM Radio Inc. broadcasts in the United
States music, sports, news, talk, entertainment, traffic and
weather channels for a subscription fee through proprietary
satellite radio systems.  Subscribers can also receive certain
music and other channels over the Internet.  The Company's
satellite radios are primarily distributed through automakers,
retailers and the Company's Web sites.   The Company has
agreements with every major automaker to offer SIRIUS or XM
satellite radios as factory or dealer-installed equipment in their
vehicles.  SIRIUS and XM radios are also offered to customers of
rental car companies.

Sirius XM Radio is the sole stockholder of XM Satellite Radio
Holdings Inc. and its business is operated as an unrestricted
subsidiary under the agreements governing our existing
indebtedness.

As of September 30, 2009, Sirius XM Radio had $7,268,943,000 in
total assets against $7,261,298,000 in total liabilities.  Sirius
XM Radio's September 30 balance sheet showed strained liquidity:
$811,110,000 in total current assets against $2,016,444,000 in
total current liabilities.

At September 30, 2009, XM had total assets of $4,227,144,000
against total liabilities of $5,027,358,000, resulting in
stockholders' deficit of $800,214,000.  XM's September 30 balance
sheet showed strained liquidity: $616,417,000 in total current
assets against $1,257,560,000 in total current liabilities.

Sirius XM continues to carry Moody's Ca Corporate Family Rating
and Caa3 Probability of Default Rating.  In August 2009, Standard
& Poor's raised its corporate credit rating on Sirius XM and XM
Satellite Radio Holdings to 'B-' from 'CCC+'.


SIRIUS XM: S&P Changes Outlook to Positive; Affirms 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlooks on Sirius XM Radio Inc. and its subsidiaries to positive
from stable.  S&P also affirmed the ratings on the company and its
subsidiaries XM Satellite Radio Holdings Inc. and XM Satellite
Radio Inc. (which S&P analyze on a consolidated basis), including
the 'B-' corporate credit rating.  New York City-based Sirius XM
Radio had total debt outstanding of $3.4 billion as of Sept. 30,
2009.

"The outlook revision reflects improving operating performance and
positive discretionary cash flow since Sirius XM Radio's July 2008
acquisition of XM Satellite Radio Holdings Inc.," explained
Standard & Poor's credit analyst Hal F. Diamond.  Sirius XM
Radio's rating reflects its high debt leverage and dependence on
weak U.S. automotive sales, and modest -- albeit increasing --
discretionary cash flow.  The company's position as the only U.S.
satellite radio operation and ongoing integrated-related operating
synergies and cost savings are modest positives that do not offset
these risks.


SMART ONLINE: Sells $500,000 in Convertible Sub Notes
-----------------------------------------------------
Smart Online, Inc., on November 6, 2009, sold an additional
convertible secured subordinated note due November 14, 2010, in
the principal amount of $500,000 to a current note-holder upon
substantially the same terms and conditions as the previously
issued notes sold on November 14, 2007, August 12, 2008,
November 21, 2008, January 6, 2009, February 24, 2009, April 3,
2009, June 2, 2009, July 16, 2009, August 26, 2009, September 8,
2009, October 5, 2009 and October 9, 2009.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8% payable in quarterly installments commencing
February 6, 2010. The Company is not permitted to prepay the New
Note without approval of the holders of at least a majority of the
aggregate principal amount of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

As reported by the Troubled Company Reporter on October 5, 2009,
Dennis Michael Nouri, a former officer of Smart Online, and
Reza Eric Nouri, a former employee of the Company, who -- on
July 2, 2009, were convicted of nine counts of criminal activity
in a federal criminal action brought against them in the United
States District Court for the Southern District of New York and
are presently awaiting sentence -- in September 2009 filed a
Motion for Rule to Show Cause and the Appointment of a Receiver in
the Court of Chancery of the State of Delaware against the
Company.

The Motion, among other things, seeks the appointment of a
receiver for the Company under Section 322 of the Delaware General
Corporation Law on account of the Company's failure to pay the
monetary judgment in the amount of $826,798 entered against it by
order of the Court of Chancery on August 6, 2009, for the
advancement of legal expenses incurred by the Nouris in their
defense of the foregoing criminal proceedings.

The Company intends to vigorously contest the Motion.

                       Going Concern Doubt

At June 30, 2009, the Company had $1,940,518 in total assets
against $10,901,973 in total liabilities.  The Company had
$76,006,765 in accumulated deficit and $8,961,455 in stockholders'
deficit at June 30, 2009.  The Company's June 30 balance sheet
also showed strained liquidity with $290,931 in total current
assets against $3,539,372 in total current liabilities.

Sherb & Co., LLP, the Company's independent registered public
accountants for fiscal 2008, has issued an explanatory paragraph
in their report included in the Company's Annual Report on Form
10-K for the year ended December 31, 2008, in which they express
substantial doubt as to the Company's ability to continue as a
going concern, given the Company's recurring losses from
operations and deficiencies in working capital and equity.  The
Company has said the adverse opinion could materially limit its
ability to raise additional funds by issuing new debt or equity
securities or otherwise.

                       About Smart Online

Smart Online, Inc. -- http://www.smartonline.com/-- develops and
markets software products and services -- One Biz(TM) -- targeted
to small businesses that are delivered via a Software-as-a-Service
model.  The Company sells its SaaS products and services primarily
through private-label marketing partners.  In addition, the
Company provides sophisticated and complex Web site consulting and
development services, primarily in the e-commerce retail and
direct-selling organization industries.


SOUTHSIDE STORAGE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Southside Storage, LLC
        435 Main Street
        Johnson City, NY 13790

Bankruptcy Case No.: 09-63146

Debtor-affiliate filing separate Chapter 11 petitions September
17, 2009:

        Entity                                     Case No.
        ------                                     --------
LOJO Properties, LLC                               09-62621
t2 Realty LLC                                      09-62620

Chapter 11 Petition Date: November 11, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Utica)

Debtor's Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ LLP
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333
                  Email: Rweisz@hodgsonruss.com

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

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

According to the schedules, the Company has assets of $4,955,001,
and total debts of $4,219,833.

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

The petition was signed by Wilson Rigdon III, member of the
Company.


SPANSION INC: To Submit Plan for Confirmation January 7
-------------------------------------------------------
Spansion Inc., and its debtor affiliates ask the Court to approve
their Disclosure Statement accompanying their Joint Plan of
Reorganization filed on October 26, 2009.

Section 1125(b) of the Bankruptcy Code requires that a plan
proponent provide "adequate information" regarding a debtor's
proposed plan of reorganization.  The Debtors tell the Court that
the Disclosure Statement contains the pertinent information
necessary for holders of Claims to make an informed decision
about whether to vote to accept or reject the Plan.

To conduct an effective solicitation of acceptances or rejections
of the Plan of Reorganization, consistent with the requirements
of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules,
and due process, the Debtors ask the Court to issue an order:

  (a) scheduling the hearing to consider confirmation of the
      Plan to commence on January 7, 2010, at 10:00 a.m., and
      the parties' deadline to file objections to the Plan set
      to December 30, 2009, 4:00 p.m.;

  (b) approving the Solicitation Procedures and certain other
      procedures in connection with the proposed confirmation of
      the Plan, including:

      * fixing a voting record date pursuant to Rule 3018(a) of
        the Federal Rules of Bankruptcy Procedure for
        determining, among other things, the holders of Claims
        entitled to receive Ballots and vote to accept or reject
        the Plan, and

      * establishing deadlines for, among other things, voting
        on the Plan, objecting to the Plan and filing the Plan
        Supplement; and

  (c) approving the Solicitation Package.

The Debtors ask the Court to establish November 23, 2009, as the
Voting Record Date for determining: (a) the creditors that are
entitled to receive the Disclosure Statement pursuant to the
Solicitation Procedures; (b) the creditors entitled to vote to
accept or reject the Plan; and (c) whether claims have been
properly transferred to an assignee pursuant to Rule 3001(e) of
the Federal Rules of Bankruptcy Procedure so that the assignee
can vote a the holder of the Claim.

The Debtors request that the Court establish January 4, 2010, at
4:00 p.m., a date which is three days prior to the Confirmation
Hearing, as the voting deadline for holders of Claims in Voting
Classes to vote to accept or reject the Plan.  The Debtors'
proposed Plan Objection Deadline is set for the same date.

The Debtors also ask the Court to establish December 30, 2009,
12:00 p.m. (prevailing Eastern Time), as the deadline for any non-
Debtor party to an executory contract or unexpired lease to file
and serve on the Core Group any objection that to the assumption
of its contract or lease.

                        The Chapter 11 Plan

Spansion Inc., Spansion Technology LLC, Spansion LLC, Cerium
Laboratories LLC and Spansion International, Inc., delivered their
Joint Plan of Reorganization and accompanying Disclosure
Statement before the United States Bankruptcy Court for the
District of Delaware on October 26, 2009.

The Plan is sponsored by the Debtors and supported by the
Debtors' Official Committee of Unsecured Creditors and the Ad Hoc
Consortium of Holders of Senior Secured Floating Rate Notes due
2013.  The Debtors believe that the Plan will lead to
reorganization, the satisfaction of billions of dollars of claims
and the preservation of jobs and commercial relationships.

Under the Plan, the Debtors will be reorganized through, among
other things, the consummation of these transactions:

  (a) the Distribution of Cash, New Senior Notes, New
      Convertible Notes and New Spansion Common Stock to Holders
      of FRNs in satisfaction of all Claims arising under the
      FRNs;

  (b) the Distribution of New Spansion Common Stock to Holders
      of General Unsecured Claims in satisfaction of the Claims;

  (c) the cancellation of the Old Spansion Interests; and

  (d) the revesting of the Assets of the Debtors in the
      Reorganized Debtors.

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

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

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

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

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Proposes to Sell AMAT Polisher to STMicro for $2MM
----------------------------------------------------------------
Spansion Inc. and its units seek the Court's authority to sell an
AMAT Polisher Reflexion LK to STMicroelectronics for $2,000,000.

The Debtors have determined that the offer by STMicro was likely
to be the highest and best price that they could obtain in the
current market for the Equipment.

Sommer L. Ross, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, tells the Court that the Debtors purchased the
Equipment for chemical mechanical polishing to develop 65nm
technology.  CMP is used in semiconductor fabrication for
planazing a semiconductor wafer.  According to Ms. Ross, the
Equipment was originally delivered to the Debtors on
October 31, 2006 at a cost of $3,834,565 before tax.  Since the
Petition Date, the Debtors concluded to stop production at the
FAB.  As a result, the Equipment was decommissioned and has been
remarketed by Macquarie Electronics USA, Inc., for sale.

Pursuant to a Sale-Transfer Agreement, STMicro will pay the full
price upon the Bankruptcy Court's final approval of the request.
STMicro will also be responsible for the removal of the Equipment
within 30 days from notice by the Debtors of the availability of
the Equipment for pick up.  A full-text copy of the STA is
available for free at:

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

                       Bidding Procedures

Although the Debtors believe that the offer from STMicro
represents the highest and best bid for the Equipment, they
intend to accept higher and better bids for the Equipment up to
November 20, 2009.  If the Debtors receive one or more qualifying
bids by the Bidding Deadline, they will conduct an auction at the
offices of Duane Morris LLP, 1100 North Market Street, Suite
1200, in Wilmington, Delaware.

The Debtors propose to allow any interested party to submit
higher and better bids for the Equipment at or prior to the
Bidding Deadline so as to ensure that their estates are able to
derive maximum value for the Equipment.  To be accepted as a
higher and better bid, any competing bidder must, prior to the
Bidding Deadline:

  (a) provide a binding written offer to the Debtors to purchase
      the Equipment, which binding written offer must be
      substantially the form of the STA, with changes clearly
      marked;

  (b) provide a purchase price for the Equipment that is at
      least $2,100,000 in cash; and

  (c) provide evidence acceptable to the Debtors in their
      reasonable discretion of that bidder's ability to pay the
      purchase price and close within the same timeframe as set
      forth in the STA.

In the event that at least one bid satisfying the requirements is
received by the Bidding Deadline, the Debtors will conduct an
auction starting on November 23, 2009.

The highest qualifying bid received prior to the Bidding Deadline
will be the initial bid at the auction, and any subsequent
overbids must be at least $50,000 in excess of the last highest
bid.

The Debtors relate that the Floating Rate Noteholders are secured
by a first priority lien on the Equipment and Bank of America,
N.A., has a second priority lien on the Equipment.  According to
the Debtors, they are endeavoring to obtain the consent of the Ad
Hoc Consortium of Holders of FRNs and Bank of America, N.A. to
the sale.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Panels Liens Challenge Period Moved to Nov. 16
------------------------------------------------------------
Jaime N. Luton, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, counsel to the Official Committee of
Unsecured Creditors, informed the Court that the Debtors have
agreed to permit the Committee and Bank of America, N.A., to
further extend the challenge period under the Cash Collateral
Order, in accordance with the terms of their agreement.

The parties have agreed that the time period for the Committee or
the Debtors to assert any challenge related to Bank of America
and the Credit Facility has expired.  The Stipulation further
provides that the inclusion of any issue in "Schedule A" does not
constitute an acknowledgement by Bank of America that any of
these issues has any merit.  However, the parties agree that the
omission of a list of any assets of the Debtors or their
affiliates on Schedule A will not be deemed a finding that Bank
of America has a security interest in all of the Debtors' assets
and Bank of America's security interests, and rights against
certain Debtors and their assets is limited to the extent
provided for under the Credit Facility loan documents.

Schedule A contains a list of liens or guarantees held by Bank of
America as agent for the benefit of Bank of America Leasing &
Capital, LLC that may be subject to avoidance actions pursuant to
Sections 547, 548, and 550 of the Bankruptcy Code.

The time period for the Committee and the Debtors to bring a
Challenge as to matters listed on Schedule A is extended until
(i) November 16, 2009; provided, however, (ii) if a motion or
stipulation consented to or entered into by Banc of America
Leasing & Capital, LLC that seeks to effectuate the sale or other
disposition of the property that is leased by BALC to any of the
Debtors is filed prior to November 16, 2009, 30 days after the
filing of that motion or stipulation with the Court.

The Court subsequently approved the parties' stipulation.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Won't Timely File Quarterly Report With SEC
---------------------------------------------------------
Spansion Inc., notified the U.S. Securities and Exchange
Commission on November 10, 2009, that it has not yet completed
its financial reporting process for the fiscal quarter ended
September 27, 2009, so it is not yet able to qualify the specific
differences between the comparable periods.

Prior to the Spansion Japan Proceeding and the Bankruptcy Cases,
Spansion Japan supplied wafers to Spansion LLC, a wholly-owned
subsidiary of Spansion Inc., pursuant to the terms of a foundry
agreement, which was effective as of September 28, 2006, as
amended.  According to Randy W. Furr, executive vice president
and chief financial officer of Spansion Inc., the prices Spansion
Inc., paid to Spansion Japan for the wafers and related services
under the Prepetition Foundry Agreement are a material component
of the Company's "cost of goods sold" and have been the subject
of ongoing discussion between Spansion Inc., and Spansion Japan
since the Petition Date.

Spansion Inc., believes that it had reached an understanding with
Spansion Japan on the pricing of those wafers and services that
approximated the then-market price for those wafers and services.
Spansion Japan disputes that a binding agreement was reached.
Spansion Japan and its creditors have further asserted that the
pricing for wafers and services under the Prepetition Foundry
Agreement continues to apply.  As a result, in October 2009, the
Company filed a motion with the Bankruptcy Court to reject the
Prepetition Foundry Agreement.  Mr. Furr tells the Court that the
dispute between the two companies with respect to the applicable
pricing for goods and services supplied by Spansion Japan to
Spansion Inc., after the Petition Date, and the uncertainty of
"cost of goods sold" to Spansion Inc., as a result, is the
principal reason for the Company's delay in completing its
financial reporting for the quarters ended March 29, 2009,
June 28, 2009, and September 27, 2009.

Spansion Inc.'s motion to reject the Prepetition Foundry
Agreement with Spansion Japan is currently scheduled to be heard
in the Bankruptcy Court on December 2, 2009.  Spansion Inc.,
believes that bankruptcy laws provide for the rejection of the
Prepetition Foundry Agreement if the Company's management
believes it to be in the Company's best interest, as it does.

According to Mr. Furr, if the Bankruptcy Court grants the
Company's motion to reject the Prepetition Foundry Agreement, the
Company intends to include that fair market value in its
quarterly financial statements and believes it will be in a
position to complete its financial reporting for the quarters
ended March 29, 2009, June 28, 2009, and September 27, 2009,
within a few weeks following the Bankruptcy Court's decision.
Spansion Inc., assures the Court that it will work to complete
these filings as expeditiously as possible.

                        About Spansion Inc.

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com/-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive,
networking and consumer electronics applications.  Spansion,
previously a joint venture of AMD and Fujitsu, is the largest
company in the world dedicated exclusively to designing,
developing, manufacturing, marketing, selling and licensing Flash
memory solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.
The United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of US$3,840,000,000, and total
debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPRINT NEXTEL: S&P Puts 'BB' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB'
corporate credit rating for Overland Park, Kansas-based wireless
carrier Sprint Nextel Corp., as well as all related issue-level
ratings on the company's debt, on CreditWatch with negative
implications.  This indicates that S&P could either lower or
affirm the ratings following the completion of S&P's review.

"The CreditWatch listing is based on the company's weak operating
performance through the first nine months of 2009, which has
resulted in deteriorating credit measures that may no longer be
supportive of the current rating," said Standard & Poor's credit
analyst Allyn Arden.  Total debt to last-12-month EBITDA was 4.4x
as of Sept. 30, 2009, and is likely to drift higher given current
operating performance.  Total revenue and EBITDA declined 9% and
17%, respectively, in the third quarter of 2009 year over year,
due to ongoing post-paid subscriber losses, which totaled 801,000
and still elevated churn of 2.2% relative to its peer group.

"While Sprint Nextel has made progress on growing its pre-paid
customer base and post-paid subscriber trends have shown some
modest improvement from previous quarters," said Mr. Arden, "we
remain concerned that the company may have difficulty in improving
operating trends as industry conditions mature and competition
intensifies." Even if post-paid subscriber losses abate and the
company continues to right-size its cost structure, EBITDA may not
grow sufficiently to materially improve credit measures over the
intermediate term, including decreasing leverage to the mid-3x
area, which is S&P's threshold for maintaining the current 'BB'
rating.

S&P still view the company's liquidity as adequate, despite its
recently announced $1.2 billion investment in majority-owned
Clearwire Corp. (B-/Stable/--), as well as the pending
acquisitions of iPCS Inc. (B/Watch Pos/--) and Virgin Mobile USA
(B-/Stable/--).  Pro forma cash is over $4 billion, and the
company has about $1.6 billion available under its revolver in
addition to net free cash flow.

"We expect to review S&P's ratings on Sprint Nextel in the near
term and will focus on the company's ability to improve credit
measures in 2010," said Mr. Arden.  S&P will also review the
company's strategy to improve post-paid subscriber trends and
churn, as well as its plans to deploy 4G wireless services via
Clearwire.  Given characteristics of the current financial
profile, a downgrade of more than one notch is unlikely.


STANDARD MOTORS: Raises $24.2-Mil. in Shares Sale to Goldman
------------------------------------------------------------
Standard Motor Products, Inc., reports that on October 29, 2009,
it entered into an underwriting agreement with Goldman, Sachs &
Co., as representatives of the several underwriters, to issue and
sell to the Underwriters an aggregate of 3,000,000 shares of
common stock, par value $2.00 per share, of the Company to be
offered by the Underwriters at a price to the public of $8.50 per
share.  The Company estimates that the net proceeds from the
offering of the Shares will be approximately $24.2 million, after
deducting underwriting discounts and commissions and estimated
offering expenses.  The Company also granted the Underwriters an
option, exercisable for a period of 30 days, to purchase up to an
additional 450,000 shares of Common Stock.

The sale of the Shares was made pursuant to the Company's
registration on Form S-3 (No. 333-161101), as amended, relating to
the public offering of the Shares, as amended and supplemented by
a Preliminary Prospectus Supplement dated October 27, 2009 and a
Final Prospectus Supplement dated October 29, 2009, both as filed
with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933.

The Underwriting Agreement includes representations, warranties
and covenants by the Company customary for agreements of this
nature. It also provides for customary indemnification by each of
the Company and the Underwriters against certain liabilities
arising out of, or in connection with, the sale of the Shares and
customary contribution provisions in respect of those liabilities.
The sale of the Shares was expected to close on November 4, 2009.

                      About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long
Island City, New York, is a manufacturer and distributor of
replacement parts for the automotive aftermarket industry.  The
company is organized into two principal divisions: (i) Engine
Management (ignition and emission parts; ignition wires; battery
cables; and fuel system parts) and (ii) Temperature Control (air
conditioning compressors; other air conditioning parts; and heater
parts).  Standard Motor's annualized revenues currently
approximate $775 million.

                          *     *     *

As reported by the Troubled Company Reporter on July 17, 2009,
Moody's Investors Service withdrew all ratings of Standard Motor
Products' after the only rated debt having been redeemed upon
maturity.  Ratings withdrawn include the Corporate Family Rating
at Caa1, and $32 million convertible subordinated debentures due
July 2009 at Caa2.  The last rating action occurred on June 30,
2009, when its CFR was upgraded to Caa1 from Caa2.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.


STANDARD MOTOR: Gabelli Funds Disclose 13.09% Equity Stake
----------------------------------------------------------
GGCP, Inc., GAMCO Investors, Inc., Gabelli Funds, LLC, GAMCO Asset
Management Inc., Teton Advisors, Inc., Gabelli Securities, Inc.,
Gabelli & Company, Inc., MJG Associates, Inc., Gabelli Foundation,
Inc., MJG-IV Limited Partnership, and Mario Gabelli disclose
holding 2,906,409 shares of the common stock of Standard Motor
Products, Inc., representing 13.09% of the 22,211,214 shares
outstanding.

The Gabelli entities explained in a regulatory filing that the
13.09% stake was arrived at by adding the number of shares
reported in the Company's most recent Form 10-Q for the quarterly
period ended September 30, 2009 and the prospectus supplement
dated October 30, 2009 (22,074,080) to the number of shares which
would be receivable by the Gabelli entities if they were to
convert all of the Company's 6-3/4% Convertible Subordinated
Debentures held by them into the Common Stock of the Company
(137,134 shares).

                      About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long
Island City, New York, is a manufacturer and distributor of
replacement parts for the automotive aftermarket industry.  The
company is organized into two principal divisions: (i) Engine
Management (ignition and emission parts; ignition wires; battery
cables; and fuel system parts) and (ii) Temperature Control (air
conditioning compressors; other air conditioning parts; and heater
parts).  Standard Motor's annualized revenues currently
approximate $775 million.

                          *     *     *

As reported by the Troubled Company Reporter on July 17, 2009,
Moody's Investors Service withdrew all ratings of Standard Motor
Products' after the only rated debt having been redeemed upon
maturity.  Ratings withdrawn include the Corporate Family Rating
at Caa1, and $32 million convertible subordinated debentures due
July 2009 at Caa2.  The last rating action occurred on June 30,
2009, when its CFR was upgraded to Caa1 from Caa2.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.


STATION CASINOS: Lenders Opposing Exclusivity Extension
-------------------------------------------------------
Independent Lenders of Station Casinos Inc. are objecting to an
extension of the company's exclusivity period, arguing the casino
operator is using exclusivity to block plan alternatives it does
not like, Law360 reported.

Station Casinos, Inc., and its debtor affiliates are asking
Bankruptcy Judge Gregg W. Zive to extend:

(i) their exclusive period to file a plan or plans of
    reorganization through and including March 25, 2010; and

(ii) their exclusive period to solicit acceptances of that plan
    through and including May 24, 2010.

Station Casinos said that an extension is necessary to provide
them with time to reach a consensus on a confirmable plan of
reorganization and the creation of viable, sustainable reorganized
debtors.

The Court will consider the Exclusivity Motion on November 20,
2009, at 10:00 a.m.  Objections are due on November 13, 2009.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


SUMMIT CHARTER: Slips Into Bankruptcy With $1 Million in Debt
-------------------------------------------------------------
Erika Hobbs at Orlando Sentinel reports that Summit Charter filed
for bankruptcy under Chapter 11 with more than $1 million in debt
to creditors.  The filing came as part of a two-year corrective
action plan.

A school official, Ms. Hobbs relates, said Summit sought
protection to keep its doors open.

Summit Charter serves about 150 learning-disabled children.


TEKNI-PLEX INC: Provides Update on Colorite Accounting Probe
------------------------------------------------------------
Tekni-Plex, Inc., reports that on June 11, 2008, the Board of
Directors of the Company received a complaint from an employee of
the Company.  The Employee raised several allegations regarding
accounting improprieties at Colorite Plastics Company, a division
of the Company, with respect to the fiscal years ending 2000 to
2006.

On June 12, 2008, the Board initiated an internal investigation
into the allegations.  The Board retained outside legal counsel to
lead the investigation and to direct outside forensic accounting
consultants who were retained to assist in the investigation.
Shortly after beginning this investigation, the Company
voluntarily reported these matters to the United States Attorney's
Office for the Southern District of New York, and to the Staff of
the Northeast Regional Office of the Securities and Exchange
Commission.  The Board also expanded the scope of the
investigation beyond the Colorite division to determine whether
any improper accounting practices occurred in other divisions of
the Company or in fiscal years subsequent to 2006.

At the conclusion of the investigation, the investigative team
concluded that certain accounting improprieties did occur in
Colorite division during the period from 2001 through 2006, as
reported by the Employee, as well as in other divisions that were
subjects of the investigation but not addressed in the Employee's
complaint.  The investigative team did not identify any potential
accounting improprieties in fiscal year 2007 or subsequent periods
under review.  The investigative team's findings strongly suggest
that the improprieties resulted from an intent to manage earnings
to meet certain loan covenants.  Certain former employees declined
to be interviewed, and certain others who were interviewed during
the investigation denied having any intent to manage earnings or
having given or received any instruction to do so.  All officers
considered to have any substantial involvement in, or directed,
any accounting improprieties have left the Company.

Since June 2008, new management of the Company, under the
direction of the Board, has implemented enhanced policies,
procedures, training and controls to ensure that errors in
financial reporting do not recur.

On November 17, 2008, the Company said based on the findings of
the investigative team, management and the Board have concluded
that certain previously issued financial statements should no
longer be relied upon.  The Company believes that it would be
unduly difficult and burdensome to restate the financial
statements impacted by the accounting improprieties for the period
from 2001 through 2006, and that such a restatement would not be
useful to investors at this time.

The Company reported the findings of the investigation to the USAO
and the SEC.  The Company cannot predict at this time whether the
USAO and the SEC will take any further investigative steps, and
what impact such steps may have on the Company's financial
statements.

                         About Tekni-Plex

Tekni-Plex, Inc. -- http://www.tekni-plex.com/-- is a global,
diversified manufacturer of packaging, packaging products and
materials, as well as tubing products.  The Company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
The Company has operations in the United States, Europe, China,
Argentina and Canada.

Tekni-Plex has not filed financial reports in 2009.  On June 27,
2008, Tekni-Plex said it had initiated an internal investigation
regarding the Company's financial records.

                           *     *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Moody's Investors Service withdrew the ratings for Tekni-Plex due
to a lack of sufficient information to assess the creditworthiness
of the company.  The Company is a voluntary filer and has obtained
waivers from its lenders allowing it until December 31, 2009, to
file the required statements.  Although the Company has
successfully restructured and reduced its debt and secured
financing to continue operating, the lack of published financial
data leaves insufficient information to assess effectively the
creditworthiness of the issuer, Moody's said.  The Company has
also declined to provide any information to Moody's to facilitate
the continuation of ratings coverage.

These ratings were withdrawn:

  -- $150 million 10.87% sr. secured notes due 2012, Caa1 (LGD2,
     16%)

  -- $275 million 12-3/4% sr. subordinated notes due 2010, C
     (LGD5, 85%)

  -- $40 million 12-3/4% sr. subordinated notes due 2010, C (LGD5,
     85%)

  -- $275 million 8.75% sr. secured second lien notes due 2013,
     Caa3 (LGD3, 46%)

  -- Caa3 Corporate Family Rating

  -- Caa3/LD Probability of Default Rating


TOYS "R" US: Increased Note Offering Won't Affect S&P's B+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that Toys R Us Property
Co. II LLC's increased note offering to $725 million from
$650 million does not affect the issue-level or recovery rating on
this debt issue.

The rating on this debt remains 'B+', one notch higher than
corporate credit rating on Toys R Us Inc. (B/Stable/--; the parent
company).  Although the debt offering increased by $75 million,
weakening recovery prospects and pushing S&P's recovery estimate
toward the lower end of the range, the recovery rating remains at
'2', indicating its expectation for substantial (70%-90%) recovery
in the event of a payment default.


TRONOX INC: Witness Says Huntsman's Tronox Bid Historically Low
---------------------------------------------------------------
Law360 reports that an expert from Young & Partners LLC has
testified that the current bid by Huntsman Corp. for Tronox Inc.
does not adequately value the bankrupt chemical company's assets.

Young & Partners serves as advisor to the official committee of
shareholders of Tronox Inc.  The Equity Committee has asked 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.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

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)


TRUE TEMPER: Files Schedules of Assets and Liabilities
------------------------------------------------------
True Temper Sports, Inc., and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware its schedules
of assets and liabilities disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $146,132,034
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $153,388,996
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,122,404
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $126,253,288
                                 -----------      -----------
        TOTAL                    $146,132,034     $280,764,688

True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446).  Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort.  Logan & Company serves as claims and notice
agent.  Bankruptcy Judge Peter J. Walsh handles the case.


TRUE TEMPER: Court OKs Extension of Schedules & Statements Filing
-----------------------------------------------------------------
The U.S. Bankruptcy for the District of Delaware extended until
Nov. 9, 2009, True Temper Sports, Inc. and its debtor-affiliates'
time to file their schedules of assets and liabilities and
statement of financial affairs.

The Court also ordered that the Debtors are required to filed
their schedules and statements by Nov. 9, to maintain the
prepackaged plan confirmation hearing scheduled for Nov. 18, 2009.

True Temper is the leading manufacturer of golf shafts in the
world, and is consistently the number one shaft on all
professional tours globally. The Company markets a complete line
of shafts under the True Temper(R), Grafalloy(R) and Project X(R)
shaft brands, and sells these brands in more than 30 countries
throughout the world.  True Temper is proudly represented by more
than 800 individuals in ten facilities located in the United
States, Europe, Japan, China and Australia.

As of June 28, 2009, the Company had $180.4 million in total
assets and $319.0 million in total liabilities, resulting in
stockholders' deficit of $138.5 million.

True Temper filed for Chapter 11 on Oct. 8, 2009 (Bankr. D. Del
Case No. 09-13446).  Marion M. Quirk, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, represents the Debtor in its
restructuring effort.  Logan & Company serves as claims and notice
agent.  Bankruptcy Judge Peter J. Walsh handles the case.


TXCO RESOURCES: Incurs $46.2 Million Net Loss in Q3 2009
--------------------------------------------------------
TXCO Resources Inc. reported a net loss of $46.2 million on total
revenues of $12.6 million for the three months ended September 30,
2009, compared with net income of $7.0 million on total revenues
of $41.7 million for the same period last year.  Oil and natural
gas sales decreased $24.7 million, or 66.3%, due to lower volumes
for crude oil and natural gas sales, as well as lower average
realized prices for both commodities.

An impairment charge of $31.3 million was taken in the current
period related to wells in progress that the Company may be unable
to complete due to liquidity issues.

The Company incurred $4.3 million of expenses in connection with
the bankruptcy filing during the third-quarter 2009.  No
comparable costs were incurred in the prior year period.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $366.1 million in total assets, $358.7 million in total
liabilities, and $7.4 million in shareholders' equity.

A full-text copy of the Company's consolidated financial
statements for the three months ended September 30, 2009, is
available for free at http://researcharchives.com/t/s?4946

                       Update on Chapter 11

As reported in the Troubled Company Reporter on November 11, 2009,
the Debtors have entered into a definitive Purchase and Sale
Agreement to sell a substantial portion of their assets to
Newfield Exploration Company for total consideration of
$223 million in cash, subject to customary purchase price
adjustments for, among other things, title and environmental
defects in excess of specified thresholds that the Debtors are
unable to cure prior to the closing date.  The sale is expected to
close before February 28, 2010, but the economic effective date of
the sale will be January 1, 2010.

The consummation of the sale of assets to Newfield contemplated by
the Agreement is subject to the entry of a final order of the
United States Bankruptcy Court for the Western District of Texas.
The Debtors intend to file a proposed plan of reorganization
incorporating the terms of the Agreement with the Bankruptcy
Court.  The Company says that it currently does not expect that
holders of the equity securities will receive any cash or other
property in respect of such securities, and it is likely that such
securities will be cancelled under the plan of reorganization.

                       About TXCO Resources

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and shallow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


TXCO RESOURCES: Sues Horizontal Over Interest In Texas Land
-----------------------------------------------------------
According to Law360, TXCO Resources Inc. has filed suit against
Horizontal Co. seeking a declaratory judgment that Horizontal has
no interest in 23,600 acres of oil fields under a 2007 sale
agreement.

TXCO Resources Inc. is an independent oil and gas enterprise with
interests in the Maverick Basin, the onshore Gulf Coast region and
the Marfa Basin of Texas, and the Midcontinent region of western
Oklahoma.  TXCO's business strategy is to acquire undeveloped
mineral interests and internally developing a multi-year drilling
inventory through the use of advanced technologies, such as 3-D
seismic and horizontal drilling.  It accounts for its oil and gas
operations under the successful efforts method of accounting and
trades its common stock on Nasdaq's Global Select Market under the
symbol "TXCO."

The Company and its affiliates filed for Chapter 11 protection on
May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.

As reported in Troubled Company Reporter on July 6, 2009, in their
schedules of assets and liabilities, the Debtors have $357,855,952
in total assets and $331,422,792 in total liabilities


UNIFI INC: Unit Inks Yarn Purchase Agreement with Hanesbrands
-------------------------------------------------------------
Unifi Manufacturing, Inc., a wholly owned subsidiary of Unifi,
Inc., on November 6, 2009, entered into a Yarn Purchase Agreement
with Hanesbrands Inc.

Pursuant to the Agreement, HBI will purchase certain yarns from
the Company to fulfill a substantial portion of HBI's Products
requirements in the Western Hemisphere.  The Agreement will have
an initial term which will expire on the third anniversary of the
Agreement, provided that upon the consent of both HBI and the
Company the Agreement may be extended for successive one year
terms.  The Agreement may be terminated by either party upon the
occurrence of certain specified events, such as the insolvency of
either party or a breach of the terms of the Agreement by the
other party which has not been cured in the appropriate time.  In
addition the Agreement may be terminated by HBI, following notice,
if the Company fails to deliver Products in conformity with HBI's
specifications, or terminated by the Company due to nonpayment by
HBI.  The prices for the Products are either set forth in the
Agreement or will be determined from time to time in accordance
with the Agreement.

                           About Unifi

Unifi, Inc. (NYSE: UFI) -- http://www.unifi.com/and
http://www.repreve.com/-- is a diversified producer and processor
of multi-filament polyester and nylon textured yarns and related
raw materials.  The Company adds value to the supply chain and
enhances consumer demand for its products through the development
and introduction of branded yarns that provide unique performance,
comfort and aesthetic advantages.  Key Unifi brands include, but
are not limited to: AIO(R) - all-in-one performance yarns,
SORBTEK(R), A.M.Y.(R), MYNX(R) UV, REPREVE(R), REFLEXX(R),
MICROVISTA(R) and SATURA(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear, and sewing thread, as
well as industrial, automotive, military, and medical
applications.

Unifi Inc. continues to carry Moody's Investor Service's Caa2
senior secured debt rating which was placed in December 2007.


UTGR INC: Trustee Objects to Deal Canceling Dog Contract
--------------------------------------------------------
Law360 reports that the U.S. trustee has filed an objection to
UTGR Inc.'s settlement agreement with the Rhode Island Greyhound
Owners Association allowing the cancellation of a contract
providing racing dogs for the company's gaming facility and
greyhound racing track Twin River.

As reported by the TCR on Oct. 27, UTGR Inc. reached a settlement,
which it says is critical to its restructuring, with the dog
owners' association.  UTGR's racetrack-casino was losing $9
million a year under the parties' existing contract.  The
settlement, to be considered at a Nov. 17 hearing, calls for
paying $2 million up front and another $3 million will be paid in
installments over one year following confirmation of a Chapter 11
plan.  In exchange, the association will allow the termination of
the pact, which it says would have entitled it to damages of
$99 million.

UTGR Inc. is the operator of the Twin River racetrack-casino in
Lincoln, Rhode Island.  UTGR filed for Chapter 11 on June 23
(Bankr. D. Rhode Island Case No. 09-12418).  The Debtors selected
Jager Smith P.C. as counsel, and Winograd, Shine & Zacks P.C. as
their co-counsel.  It also hired Zolfo Cooper LLC as bankruptcy
consultants and special financial advisors.  Donlin Recano serves
as claims and notice agent.  In its bankruptcy petition, the
Company estimated assets of less than $500 million and debt
exceeding $500 million.


VITESSE SEMICONDUCTOR: AQR & Linden Capital Disclose Stake
----------------------------------------------------------
AQR Capital Management, LLC; and AQR Absolute Return Master
Account L.P disclose holding 33,983,288 shares or roughly 8.41% of
the common stock of Vitesse Semiconductor Corp.

Linden Capital LP, a Bermuda limited partnership, and affiliates
Linden GP LLC, and Siu Min Wong disclose holding (i) 13,254,223
shares of Vitesse Common Stock, (ii) 187,503 shares of the
Company's Series B Participating Non-Cumulative Convertible
Preferred Stock and (iii) $6,400,000 principal amount of the
Company's 8.00% Convertible Second Lien Debentures due 2014.

The shares of Series B Preferred and the 8.00% Debentures held by
the Linden entities are convertible into shares of Common Stock
but only to the extent that conversion would not cause the holder
to become a beneficial owner of more than 9.99% of the shares of
Common Stock outstanding.  The Linden entities are deemed to
collectively beneficially own an aggregate of 43,320,342 shares of
Common Stock, which represent approximately 9.99% of the number of
shares of Common Stock outstanding as of the most recent date such
number was reported by the Company.

Linden GP is the general partner of Linden Capital, and Mr. Wong
is the managing member of Linden GP.  Therefore, Linden GP and Mr.
Wong may each be deemed to beneficially own the shares of Common
Stock owned by Linden Capital.

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of high-performance,
cost-competitive semiconductor solutions for Carrier and
Enterprise networks worldwide.  Engineering excellence and
dedicated customer service distinguish Vitesse as an industry
leader in Gigabit Ethernet, Ethernet-over-SONET, Optical
Transport, and other applications.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.


VITESSE SEMICONDUCTOR: Eyes Bankruptcy if Restructuring Deal Falls
------------------------------------------------------------------
A Special Meeting of Stockholders of Vitesse Semiconductor
Corporation will be held at the Hyatt Westlake Plaza in Thousand
Oaks, 880 S. Westlake Blvd., Westlake Village, California 91361,
at 9 a.m., local time, on Thursday, January 7, 2010, for these
purposes:

      1. To approve an amendment to the Company's Amended and
         Restated Certificate of Incorporation to increase the
         number of authorized shares of the Company's common stock
         from 500,000,000 to 5,000,000,000;

      2. To approve an amendment to the Company's Amended and
         Restated Certificate of Incorporation to (a) effect a
         reverse stock split of the Company's common stock at a
         reverse split ratio between 1-for-20 and 1-for-50, which
         ratio will be selected by the Board of Directors, and (b)
         decrease the number of authorized shares of the Company's
         common stock on a basis proportional to the reverse split
         ratio approved by the Board of Directors; and

      3. To grant management the authority to adjourn, postpone,
         or continue the Special Meeting.

"This proposal will allow us to complete the debt restructuring
agreements we entered into in October 2009 with our major
creditors," Christopher R. Gardner, the Company's Chief Executive
Officer, said.  "Those agreements allowed us to satisfy our
creditors by converting most of our debt into new common stock,
preferred stock and new convertible debentures (New Debentures).
We do not, however, currently have enough shares of authorized
common stock to convert the New Debentures into shares of common
stock."

"If stockholders do not approve this proposal to authorize the
Company to issue more shares by February 15, 2010, Vitesse will
face a 1.0% per month interest charge on the New Debentures (at a
cost of about $500,000 per month) beginning on February 16, 2010
and continuing until the increase in the authorized shares is
approved.  In addition, if we have not received an approval for
the increased shares by February 15, 2011, the holders of the New
Debentures will have the right to demand repayment of the
principal amount of the debt, plus potentially certain make-whole
interest payments representing interest that would have been
earned if the bonds had not been converted early."

According to Mr. Gardner, if the Company does not receive approval
for the increase in shares, it may face events that could
potentially force it to file for protection from its creditors
under Chapter 11 of the U.S. Bankruptcy Code.

"We worked aggressively to avoid the level of dilution that will
result from this action on your investment, and we have worked
diligently to find other alternatives to these debt restructuring
agreements," Mr. Gardner wrote in a letter to shareholders.

In November 2008, the Company's Board of Directors formed a
Strategic Development Committee to thoroughly search for possible
alternatives that would advance the interest of stockholders.  To
assist with identifying and evaluating a spectrum of possible
solutions, the Company, working in conjunction with the SDC,
assembled a team of advisors, including investment bankers,
financing specialists, and legal counsel.

"Together, we considered and evaluated a broad range of
alternatives, including mergers of equals, a sale of the Company,
restructuring the current debt, private equity investments, taking
the Company private, and capital market transactions," he said.

"As part of that process, in the backdrop of a severely depressed
economy and struggling financial markets, we entered into
discussions with more than 30 parties, including strategic buyers
and private equity investors as well as the holders of debt. Of
these, seven submitted proposals to acquire or invest in Vitesse
and five firms conducted due diligence with the intent of entering
into a definitive agreement to refinance or acquire. In the end,
our Board of Directors concluded that the only viable alternative
for stockholders was the debt restructuring that was entered into
on October 16, 2009 and closed on October 30, 2009," he added.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?4941

                    About Vitesse Semiconductor

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of high-performance,
cost-competitive semiconductor solutions for Carrier and
Enterprise networks worldwide.  Engineering excellence and
dedicated customer service distinguish Vitesse as an industry
leader in Gigabit Ethernet, Ethernet-over-SONET, Optical
Transport, and other applications.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.


WAVE SYSTEMS: Posts $478,716 Net Loss for Third Quarter 2009
------------------------------------------------------------
Wave Systems Corp. posted a net loss of $478,716 for the three
months ended September 30, 2009, from a net loss of $5,604,732 for
the same period a year ago.  The Company posted a net loss of
$2,345,701 for the nine months ended September 30, 2009, from a
net loss of $17,254,675 for the same period a year ago.

Total net revenues were $4,843,806 for the three months ended
September 30, 2009, from $1,834,707 for the same period a year
ago.  Total net revenues were $13,675,627 for the nine months
ended September 30, 2009, from $5,519,079 for the same period a
year ago.

At September 30, 2009, the Company had $5,607,313 in total assets
against $7,088,090 in total liabilities, resulting in
stockholders' deficit of $1,480,777.  The September 30 balance
sheet showed strained liquidity: The Company had $5,197,098 in
total assets against $6,888,675 in total liabilities, resulting in
stockholders' deficit of $1,480,777.

Wave noted it has incurred substantial operating losses since its
inception, and as of September 30, 2009, has an accumulated
deficit of $347,035,565.  Wave is expecting to incur an operating
loss for the calendar year 2009.  As of September 30, 2009, Wave
had negative working capital of $1,691,577.

Wave has begun market introduction of its security and broadband
media distribution software products and has signed initial
distribution contracts for these applications.  However, due to
the early stage nature of this market, Wave may not generate
sufficient revenue to cover all of its cash flow needs to fund its
operating requirements for the 12-months ending September 30,
2010.

Because Wave may not have sufficient cash to fund operations for
the 12-months ending September 30, 2010; and given the
uncertainties described above with respect to Wave's revenue
outlook for 2009, Wave may engage in financing activities in order
to generate additional funding to cover its operating costs for
the twelve-months ending September 30, 2010.  These activities
include the sale of 3,448,042 shares of common stock, on July 16,
2009, at $0.92 per share for gross proceeds of $3,172,199.  Wave
realized approximately $2,687,000 in net proceeds after deducting
the placement agent fees of $253,776 and additional legal and
other fees associated with the issuance of these securities
totaling approximately $231,000.  In connection with the
financing, Wave also agreed to issue warrants to the subscribers
to purchase up to 1,724,024 shares of Wave Class A common stock
for $1.155 per share.  These warrants expire in January 2015.
Following the July 16, 2009 financing, Wave sold an additional
1,791,738 shares of common stock on July 21, 2009, also at $0.92
per share, for gross proceeds of $1,648,400.  Wave realized
approximately $1,489,000 in net proceeds after deducting the
placement agent fees of $131,872 and additional legal and other
fees associated with the issuance of these securities totaling
approximately $27,000.  In connection with the financing, Wave
also agreed to issue warrants to the subscribers to purchase up to
895,868 shares of Wave Class A common stock for $1.155 per share.
These warrants expire in January 2015.  Both of these financings
were completed under a shelf registration filed with the SEC on
April 18, 2008, and declared effective on June 23, 2008.

Wave may be required to sell additional shares of common stock,
preferred stock, obtain debt financing or engage in a combination
of these financing alternatives to raise additional capital to
continue to fund Wave's operations for the 12-months ending
September 30, 2010.  Considering Wave's current cash balance,
current expense and revenue forecasts, Wave projects that it has
enough liquid assets to continue operating through September 2010.

If Wave is not successful in executing its business plan, Wave
could be forced to cease operations or merge with or sell its
business to another company.   No assurance can be provided that
any of these initiatives will be successful.  Due to Wave's
current cash position, its capital needs over the next year and
beyond and the uncertainty as to whether Wave will achieve its
sales forecast for its products and services, substantial doubt
exists with respect to Wave's ability to continue as a going
concern.

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?4945

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4944

Wave Systems Corp. develops, produces and markets products for
hardware-based digital security, including security applications
and services that are complementary to and work with the
specifications of the Trusted Computing Group --
http://www.trustedcomputinggroup.org/-- an industry standards
organization comprised of computer and device manufacturers,
software vendors and other computing products manufacturers.
Specifications developed by the TCG are designed to address a
broad range of current and evolving digital security issues.
These issues include: identity protection, data security, digital
signatures, electronic transaction integrity, platform
trustworthiness, network security and regulatory compliance.


WINDSTREAM CORPORATION: Moody's Raises Corp. Family Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
D&E Communications Inc. to Ba2 with a stable outlook from Ba3
following completion of the acquisition of D&E by Windstream
Corporation.  The ratings upgrade reflects Moody's view that the
acquisition of D&E by Windstream enhances D&E's standalone credit
profile.  Concurrent with this rating action, Moody's upgraded the
various instrument ratings of D&E pursuant to Moody's loss-given-
default methodology and as listed below.  Finally, Moody's said it
will withdraw all ratings for D&E as the bank debt has been repaid
and no future standalone financial information on D&E will be
available.  This concludes the ratings review commenced when the
acquisition agreement between Windstream and D&E was announced in
May 2009.

Upgrades:

Issuer: D&E Communications, Inc.

  -- Probability of Default Rating, Upgraded to Ba3 from B1

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
     SGL-2

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Senior Secured Bank Credit Facility, Upgraded to Ba2 from Ba3

Outlook Actions:

Issuer: D&E Communications, Inc.

  -- Outlook, Changed To Stable From Rating Under Review

Moody's most recent rating action for D&E was on May 11, 2009.  At
that time, Moody's placed the company's ratings on review
following the announcement of Windstream's plans to acquire the
company.

Windstream, headquartered in Little Rock, AR, is an ILEC providing
telecommunications services in 16 states, with proforma for the
D&E Communications Inc. acquisition, serves approximately
3.1 million access lines and about $3.2 billion in annual
revenues.  D&E Communications is an ILEC headquartered in Ephrata,
PA.


YOUNG BROADCASTING: Sets Dec. 21 Confirmation Hearing on Plans
--------------------------------------------------------------
Young Broadcasting Inc., has obtained approval of the disclosure
statements to two competing reorganization plans.  Young
Broadcasting's management and the unsecured creditors will vie for
confirmation of their separate plans at hearings beginning
December 21.

As reported by the TCR on Oct. 14, 2009, Young Broadcasting's
Official Committee of Unsecured Creditors has filed a plan of
reorganization challenging the Company's plan to sell its assets
to its senior lenders for $220 million.  The Creditors Committee's
plan proposes (i) a reinstatement of the prepetition lender
claims, (ii) the distribution of 10% of the new common stock to
noteholders for a 2% recovery and the opportunity to participate
in a rights offering, (iii) the distribution of other general
unsecured claimants of the lesser of their pro rata share from
$1,000,000 or 10% of their allowed claims, (iv) a commitment by
certain parties to provide an investment of $38 million of new
equity, (v) the cancellation of existing equity interests, and
(vi) distributions of Class B new common stock equal to 40% of the
voting stock but only 10% of the beneficial ownership to company
founder Vincent Young.

A full-text copy of the Committee's Plan is available for free at
http://bankrupt.com/misc/YoungBroadcast_Committee_Plan.pdf

Under Young Broadcasting's plan, the reorganized Debtors would
give $75 million in a new secured term loan, the new common stock,
plus warrants to pre-bankruptcy secured lenders owed $338.5
million.  Holders of two issues of subordinated notes are offered
warrants for 2.5% of the new stock, for an estimated 0.4%, if they
vote for the plan.  If they reject the Plan, the noteholders would
receive nothing. General unsecured creditors under the company
plan also would split up $1 million cash.

A full-text copy of the Debtors' Joint Chapter 11 Plan is
available for free at http://ResearchArchives.com/t/s?45aa

Under a court-approved schedule, fact discovery must be completed
by Dec. 2.  Examinations of expert witnesses must be completed by
Dec. 11.  The trial will occur at the confirmation hearing
beginning Dec. 21.

                     About Young Broadcasting

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young, Inc.  Five stations are
affiliated with the ABC Television Network (WKRN-TV -Nashville,
TN, WTEN-TV - Albany, NY, WRIC-TV - Richmond, VA, WATE-TV -
Knoxville, TN, and WBAY-TV - Green Bay, WI), three are affiliated
with the CBS Television Network (WLNS-TV - Lansing, MI, KLFY-TV -
Lafayette, LA and KELO-TV - Sioux Falls, SD), one is affiliated
with the NBC Television Network (KWQC-TV - Davenport, IA) and one
is affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO- TV- Sioux Falls, SD is also the MyNetwork
affiliate in that market through the use of its digital channel
capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D.N.Y. Lead Case No. 09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring effort.  The Debtors
selected UBS Securities LLC as consultant; Ernst & Young LLP as
accountant; Epiq Bankruptcy Solutions LLC as claims agent; and
David Pauker chief restructuring officer Andrew N. Rosenberg,
Esq., at Paul Weiss Rifkind Wharton & Harrison LLP, serves as
counsel to the official unsecured creditors committee.


YRC WORLDWIDE: Tender Offer Statement Submitted to SEC
------------------------------------------------------
To recall, YRC Worldwide Inc. has commenced an exchange offer for
all of these outstanding series of notes:

     -- the company's 5.0% Net Share Settled Contingent
        Convertible Senior Notes and 5.0% Contingent Convertible
        Senior Notes due 2023,

     -- the company's 3.375% Net Share Settled Contingent
        Convertible Senior Notes and 3.375% Contingent Convertible
        Senior Notes due 2023, and

     -- the 8-1/2 % Guaranteed Notes due April 15, 2010 of the
        company's wholly owned subsidiary, YRC Regional
        Transportation, Inc.

with an aggregate face value of approximately $536.8 million, plus
accrued and unpaid interest.

The debt instruments will be exchanged for shares of the company's
common stock and new Class A Convertible Preferred Stock in such
amounts as are set forth in the company's Registration Statement
on Form S-4 filed with the Securities and Exchange Commission,
which together on an as-if converted basis would represent
approximately 95% of the company's issued and outstanding common
stock.  The exchange is intended to improve the company's capital
structure, decrease its cash interest expense, and enhance its
near-term liquidity.

The company said that the exchange offer, which was commenced
following several months of ongoing, active dialogue with
representatives of the noteholders, will, if successful, place the
company on a more solid financial base and, in concert with other
steps taken over the recent past to improve its operations and
cost structure, will make it more competitive and position it to
take advantage of any upturn in the economy.

To validly tender their notes, the participating noteholders will
be required to become party to a mutual release with the company
and consent to an amendment of the terms of the notes that would
remove substantially all of the material covenants other than the
obligation to pay principal and interest on the notes and those
relating to the conversions rights of convertible notes, and
eliminate or modify the related events of default.

The exchange offer will expire at 11:59 p.m., New York City time,
on December 7, 2009, unless extended by the company.  Rothschild,
Inc. and Moelis & Company LLC are acting as lead dealer managers
in connection with the exchange offer.  Holders of the notes may
contact Rothschild at (800) 753-5151 (U.S. toll-free) or collect
at (212) 403-3716 and Moelis at (866) 270-6586 (U.S. toll-free) or
collect at (212) 883-3813 with any questions they may have
regarding the exchange offer.

Kirkland & Ellis LLP provides YRC advice on the exchange offer.

A full-text copy of the Form S-4 is available at no charge at
http://ResearchArchives.com/t/s?4939

On November 8, 2008, the board of directors of YRC Worldwide
resolved to release the approximately 1.8 million shares reserved
for issuance under the Company's 2004 Long-Term Incentive and
Equity Award Plan so that such shares are available for issuance
in connection with the exchange offer.

              YRC Seeks Amendment of Old Notes' Terms

On Monday, YRC Worldwide filed with the SEC a Tender Offer
Statement on Schedule TO relating to exchange offers by YRC
Worldwide, with respect to its outstanding 5.0% Contingent
Convertible Senior Notes due 2023; 5.0% Net Share Settled
Contingent Convertible Senior Notes due 2023; 3.375% Contingent
Convertible Senior Notes due 2023; and 3.375% Net Share Settled
Contingent Convertible Senior Notes due 2023, and related
solicitations of mutual releases and of consents for certain
proposed amendments to the terms of the convertible old notes.

The aggregate principal amount outstanding as of November 6, 2009,
of each class of convertible old note is set forth:

                                              Aggregate Principal
     Title                                    Amount Outstanding
     -----                                    -------------------
     5.0% Contingent Convertible
     Senior Notes due 2023                           $2,350,000

     5.0% Net Share Settled Contingent
     Convertible Senior Notes due 2023             $234,487,000

     3.375% Contingent Convertible
     Senior Notes                                    $5,384,000

     3.375% Net Share Settled Contingent
     Convertible Senior Notes due 2023             $144,616,000

A full-text copy of the Schedule TO is available at no charge at:

               http://ResearchArchives.com/t/s?4935

                        About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.


YRC WORLDWIDE: Bankruptcy Option Includes Sec. 363 Sale
-------------------------------------------------------
To recall, YRC Worldwide Inc. has warned in a regulatory filing
with the Securities and Exchange Commission it would file
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
if the exchange offers are not consummated.

"[I]f we are unable to complete the exchange offers and address
our near term liquidity needs as a result of ongoing discussions
with our lenders, the Teamsters and multi-employer pension funds,
we would then expect to seek relief under the U.S. Bankruptcy
Code," YRC said.

YRC added it is considering various alternatives under the U.S.
Bankruptcy Code in consultation with the lenders under its Credit
Agreement, the Teamster and Teamster multi-employer pension funds
that provide benefits to its Teamster employees.

One alternative YRC is considering is a sale or sales, pursuant to
Section 363(b) of the U.S. Bankruptcy Code, of some, most or
substantially all of the Company's operating assets, including its
subsidiaries, to prospective buyers.  The holders of old notes may
receive less in the 363 Sale than in the exchange offers.

Another alternative YRC is considering is proposing a plan of
reorganization.  "If we were to propose a plan of reorganization
we would expect to negotiate the terms of that plan with our key
creditors and stakeholders.  We may ask affected creditors to vote
an any such plan prior to our filing for bankruptcy, or may wait
and ask affected creditors to vote on such a plan after our filing
for bankruptcy," according to YRC. "We cannot predict what
consideration, if any, would be offered to holders of old notes in
any such plan of reorganization.  If the plan does not propose any
consideration for holders of old notes, we would likely not ask
holders of old notes to vote on the plan and we would likely seek
to confirm the plan notwithstanding the deemed rejection of the
holders of old notes.  Similarly, if the holders of old notes are
offered consideration under the plan but the class of old note
holders does not accept the plan, we would also likely seek to
confirm the plan notwithstanding the rejection of such class.  We
are also considering other alternatives to gain expedited
acceptance of any plan of reorganization, including deeming the
class of holders of old notes who tender in the exchange offers to
have accepted similar treatment under a plan of reorganization."

"If we seek bankruptcy relief, we expect that holders of old notes
would likely receive little or no consideration for their old
notes," YRC added.

As reported in today's Troubled Company Reporter, YRC has
commenced an exchange offer for all of these outstanding series of
notes:

     -- the company's 5.0% Net Share Settled Contingent
        Convertible Senior Notes and 5.0% Contingent Convertible
        Senior Notes due 2023,

     -- the company's 3.375% Net Share Settled Contingent
        Convertible Senior Notes and 3.375% Contingent Convertible
        Senior Notes due 2023, and

     -- the 8-1/2 % Guaranteed Notes due April 15, 2010 of the
        company's wholly owned subsidiary, YRC Regional
        Transportation, Inc.

with an aggregate face value of approximately $536.8 million, plus
accrued and unpaid interest.

The debt instruments will be exchanged for shares of the company's
common stock and new Class A Convertible Preferred Stock in such
amounts as are set forth in the company's Registration Statement
on Form S-4 filed with the Securities and Exchange Commission,
which together on an as-if converted basis would represent
approximately 95% of the company's issued and outstanding common
stock.  The exchange is intended to improve the company's capital
structure, decrease its cash interest expense, and enhance its
near-term liquidity.

YRC expects the exchange offers will result in significant
dilution to its current common shareholders, and will result in
pro forma ownership levels of approximately 5.25% and 94.75% for
existing shareholders and tendering holders, respectively,
assuming a 95% participation level in the exchange offers.

A full-text copy of the Form S-4 is available at no charge at:

                http://ResearchArchives.com/t/s?4939

                       Going Concern Opinion

On Monday, YRC filed with the SEC its quarterly report on Form
10-Q for the period ended September 30, 2009.  YRC said the
uncertainty regarding the Company's ability to generate sufficient
cash flows and liquidity to fund operations raises substantial
doubt about its ability to continue as a going concern.

YRC reported a net loss of $158.7 million for the three months
ended September 30, 2009, from a net loss of $720.8 million for
the same period a year ago.  The Company posted a net loss of
741.5 million for the nine months ended September 30, 2009, from a
net loss of $731.4 million for the same period a year ago.

As of September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred income
taxes, net of $131.4 million, pension and post retirement of
$384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?490f

YRC also filed a Current Report on Form 8-K to provide retroactive
application to the Company's historical annual financial
statements that were previously included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2008.  The
financial statements have been revised for the adoption of
Financial Accounting Standards Board Staff Position APB 14-1,
Accounting for Convertible Debt Instruments That May Be Settled in
Cash upon Conversion (Including Partial Cash Settlement), or FSP
APB 14-1.  FSP APB 14-1 affects the Company's accounting for the
Company's (i) 5.0% Net Share Settled Contingent Convertible Senior
Notes due 2023 and (ii) 3.375% Net Share Settled Contingent
Convertible Senior Notes due 2023.

The adoption of FSP APB 14-1 impacts the historical accounting for
the Net Share Settled Notes and will result in the recognition of
additional financial accounting interest expense of approximately
$3.1 million for 2009 and 2010.  The retroactive application of
FSP APB 14-1 resulted in the recognition of additional interest
expense of $3.1 million in each of the years 2008, 2007 and 2006.
Additionally, the retroactive application increased YRC's net loss
by $2.0 million for 2008 and 2007 and decreased its net income by
$2.0 million in 2006.  Adoption also resulted in its diluted loss
per share increasing by $0.04 and $0.03 in 2008 and 2007,
respectively, and its diluted income per share decreasing by $0.03
in 2006.

A full-text copy of the Consolidated Financial Statements with
Retroactive Application of FSP APB 14-1 is available at no charge
at http://ResearchArchives.com/t/s?490e

On November 10, 2009, YRC filed with the SEC investor slides,
a copy of which is available at no charge at:

                http://ResearchArchives.com/t/s?493a

                        About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc. --
http://www.yrcw.com/-- a Fortune 500 company and one of the
largest transportation service providers in the world, is the
holding company for a portfolio of successful brands including
YRC, YRC Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland
and Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.



* FDIC Has Final Rule Requiring Banks to Prepay Insurance Fees
-------------------------------------------------------------
The Board of Directors of the Federal Deposit Insurance
Corporation on November 12 voted to require insured institutions
to prepay slightly over three years of estimated insurance
assessments.  The pre-payment allows the FDIC to strengthen the
cash position of the Deposit Insurance Fund (DIF) immediately
without immediately impacting earnings of the industry.

"I am pleased, but not surprised, by the industry's willingness to
step up to the task of rebuilding and strengthening the cash
reserves of the fund," said FDIC Chairman Sheila C. Bair. "In
September, I expressed confidence that the industry was up to this
challenge and the industry has not disappointed. The comment
letters we received over this past month made clear that the FDIC
and the industry are of the same mind: we will do whatever it
takes to maintain the public's confidence in insured institutions
and we remain committed to maintaining the independence of the
Deposit Insurance Fund through direct industry funding."

Payment of the prepaid assessment, along with the payment of
institutions' regular third quarter assessment, will be due on
December 30, 2009. The FDIC estimates that it will collect
approximately $45 billion from total prepaid assessments. The
payments will come from the industry's substantial liquid reserve
balances, which as of June 30, totaled more than $1.3 trillion, or
22% more than a year ago.

Unlike a special assessment, which the FDIC collected on September
30, this prepayment will not immediately affect bank earnings.
Banks will book the payments at the end of each quarter. While the
prepayment will immediately improve the FDIC's liquidity, it will
not have an impact on the fund balance.

Chairman Bair emphasized that "the public should know that the
discussions over the past several months have never been about the
FDIC's ability to fulfill its commitment to depositors, but rather
how that would be done. The FDIC's commitment to depositors is
absolute, and we and the industry have more than enough resources
to make good on that commitment. No depositor has ever lost a
penny of an insured deposit and no depositor ever will."


* Banks Hasten to Adopt New Commercial Mortgage Loan Rules
----------------------------------------------------------
ABI reports that banks are moving quickly to restructure
commercial mortgages under new U.S. guidelines that are more
forgiving of battered property values and can help banks avoid
bigger losses.


* Distressed Companies Face Difficulties in Securing Financing
--------------------------------------------------------------
Despite the recent firming of the high yield after market, and an
improving appetite for those securities, default rates continue to
increase and distressed companies are still finding it difficult
and expensive to secure all types of financing, limiting their
ability to restructure.

That is among the observations contained in an inaugural
comprehensive "Restructuring Quarterly Newsletter" published by
the Financial Restructuring Group of the middle market investment
banking firm of Morgan Joseph & Co. Inc.

"While restructuring activity has picked up lately, compared to a
relatively slow Spring and Summer, and perhaps due to somewhat
improved confidence in the economy, the fact is that a high rate
of defaults continues," said James D. Decker, a Morgan Joseph
Managing Director and Head of the Restructuring Group.  "In
addition, direct lending by hedge funds has virtually dried up as
they are focused now on trading existing paper, with the result
that new financing remains very expensive."

The report notes that rolling 12-month principal defaults through
August 2009 totaled $55 billion, compared with only $0.49 billion
in the corresponding year-ago 12-month period.  Domestic middle
market M&A transaction volume (involving enterprise values up to
$750 million) has declined sharply, resulting in increased waiver
and amendment activity by lenders and borrowers as temporal
solutions for avoiding a distressed sale at low values.

The 12-page report also makes these points:

   -- The market continues to experience reluctance on the part of
      most lenders to accelerate and force borrowers into
      bankruptcy, and there is limited DIP financing available to
      sustain reorganizations.  The result is that many borrowers
      have successfully negotiated six to 18 month extensions by
      paying up front fees and agreeing to adjust loans to provide
      lenders with yields more closely reflecting the current
      lending environment.

   -- Fragmented lender groups -- CLOs, banks, funds and
      distressed investors -- have made it difficult for bank
      groups to agree on courses of action when confronting a
      default.  However, in those situations where groups have
      been able to identify a unified path forward, they have
      generally seen superior recoveries.

   -- Despite headlines suggesting otherwise, debtors and their
      advisors are continuing to struggle to find exit financing,
      especially at attractive terms.  This has led to increasing
      attempts by debtors to "cram up" and "term out" existing
      senior lenders at below market rates.

In commenting on DIP financing, the Report indicates that despite
slowly recovering credit markets, such financing continues to
prove relatively difficult to obtain for many troubled companies.
For those that are successful, pricing has remained at significant
premium to historical norms, pointing out that approximately 35
percent of the fifteen most recent DIP facilities analyzed had
actual or implied spreads to LIBOR of 1000 bps or higher.

"DIP loan spreads have increased precipitously with the general
trends of the financing market," the Report comments.  "The
average DIP loan in 2009 was priced a spread to LIBOR of almost
800 bps, versus 2008 where spreads averaged in the 500 bps range.
Additionally, letter of credit and unused revolver fees have more
than doubled over the past couple of years."

The new report also provides a "Financing Market Snapshot"
focusing on the availability of debt capital for mid sized
companies, including discussions of Secondary Markets, Asset Based
Loans and Revolvers, Middle Market Loans, Second-Lien Loans,
Mezzanine Market and High Yield Bonds.

A copy of the full report is available by contacting Cristina
Bacon, of Anreder & Company, at cristina.bacon@anreder.com, or
212-532-3232.

                       About Morgan Joseph

Morgan Joseph & Co. Inc., a New York City headquartered full
service investment bank, provides financial advisory and capital
raising services including M&A and restructuring advice, and
equity and debt private placements and public offerings.  In
addition, Morgan Joseph provides research and trading for
institutional clients.  Morgan Joseph's staff of over 130 includes
more than 70 investment bankers, who are highly experienced
professionals mostly from major Wall Street firms and intimately
familiar with the issues facing middle market companies.  The firm
is a member of both the Financial Industry Regulatory Authority
(FINRA) and the Securities Investors Protection Corp. (SIPC).

The 10 Principals managing the Morgan Joseph Financial
Restructuring Group collectively have over 70 years of financing
and restructuring experience.  Since 2001 they have completed more
than 75 company and creditor transactions, and restructured
approximately $20 billion of debt in in-court and out-of-court
transactions.


* Cadwalader Expands Real Estate Workout Practice
-------------------------------------------------
Cadwalader, Wickersham & Taft LLP disclosed Susan E. D. Neuberg
has joined the Finance Group of the firm's Corporate Department,
and will be resident in both the Washington D.C. and New York
offices.

Ms. Neuberg is an experienced transactional lawyer recognized for
her diverse expertise in the areas of real estate and structured
finance.  She represents clients in all facets of real estate
including development, acquisitions, dispositions, commercial
leasing, workouts, foreclosures, portfolio and securitized
lending.  Ms. Neuberg advises on a range of diverse commercial
real estate debt and equity transactions for Fortune 50
corporations, developers, life insurance companies, pension funds
and their advisors, commercial and investment banks, master and
special loan servicers, as well as domestic and international
joint ventures and operating funds.  Among her recent
representations is advising a government agency in connection with
various structured equity portfolio dispositions of failed bank
assets.

With an extensive knowledge of capital markets and structured
finance products, including CMBS, mezzanine debt, syndications,
participations, and alternative real estate investment vehicles,
she has been involved in the workout and restructure of numerous
debt instruments collateralized by commercial properties of all
types, including hotels, marinas and resorts, retail, condominium,
industrial and office properties throughout the U.S. and abroad.

"Susan's expertise is an ideal complement to our practice," said
Christopher White, Chairman of Cadwalader and Co-Chairman of the
firm's Corporate Department.  "In this environment, in-depth
knowledge of complex real estate finance structures is essential
to advising master and special loan servicers and investors in
managing nonperforming assets, restructuring or modifying
securitized and non-securitized commercial loans and mezzanine
debt, and handling foreclosures and bankruptcies.  Susan has that
knowledge as well as established relationships with many of our
key clients.  We are pleased to welcome her to our team."

Ms. Neuberg also is experienced in the area of energy and project
finance, having acted as lead real estate counsel in a variety of
transactions involving nuclear power plants, electric power
generating plants, biomass power, and cogeneration facilities.

Ms. Neuberg is a graduate of Benjamin N. Cardozo School of Law,
where she was an Executive Editor of the Cardozo Law Review and a
Founding Member of the Cardozo Women's Annotated Legal
Bibliography.  She earned a Certificate in Cuban Law and Legal
Institutions from the Center for Cuban Studies at New York
University School of Law, and an A.M. in Latin American and
Caribbean Area Studies from Stanford University.  She joins
Cadwalader from the Real Estate and Global Finance practice at
Nixon Peabody LLP. Ms. Neuberg previously was in-house counsel at
Citigroup (successor to Travelers Insurance Company) where among
other responsibilities she was senior counsel for Travelers Realty
Investment Management and Asset Recovery Group.

A frequent author and speaker, she is a member of the New York
State Bar Association, Real Estate Finance and Liens Committee;
the District of Columbia Builders Industry Association (DCBIA);
Capital Markets and Distressed Properties Committees and the
Pension Real Estate Association, Membership Selection Committee.
She has served on the Mezzanine Lending Subcommittee of the
Mortgage Bankers Association (MBA) and the Regulatory Committee of
the Commercial Mortgage Securities Association (CMSA).  She is
admitted to practice in the District of Columbia, New York, and
Connecticut.

            About Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP, -- http://www.cadwalader.com--
established in 1792, is one of the world's leading international
law firms, with offices in New York, London, Charlotte, Washington
and Beijing.  Cadwalader serves a diverse client base, including
many of the world's top financial institutions, undertaking
business in more than 50 countries on six continents.  The firm
offers legal expertise in antitrust, banking, business fraud,
corporate finance, corporate governance, environmental, financial
restructuring and reorganizations, healthcare, insurance,
intellectual property, litigation, mergers and acquisitions,
private client, private equity, real estate, regulation,
securitization, structured finance, and tax.


* Wilmington Trust Expands Global Focus in Corp Client Services
---------------------------------------------------------------
Wilmington Trust has hired corporate trust professionals Douglas
Lavelle and Thomas Mackay to support the global expansion of its
capital markets services.

Wilmington Trust has steadily grown its CCS business globally in
recent years, particularly in Europe.  The company currently
operates in several preferred jurisdictions for corporate business
outside of the United States, including London, Dublin, Frankfurt,
Luxembourg, and Amsterdam, as well in the Cayman Islands and the
Channel Islands.  These markets extend CCS' ability to provide its
core services beyond domestic U.S. jurisdictions in Delaware,
Michigan, Minnesota, Nevada, New York, South Carolina, and
Vermont.

"Our clients have the convenience of accessing multiple services
and jurisdictions through a single, conflict-free provider with
decades of experience," said Bill Farrell, executive vice
president and head of CCS.  "Our growth has helped CCS become an
increasingly important component in the diverse sources of
Wilmington Trust's revenues."

CCS' core services include entity management services, which help
clients establish legal standing by providing administrative
services for holding companies and special purpose vehicles;
capital markets services, including trustee and administrative
services for structured finance and other transactions; trustee
services for corporate retirement plans; and institutional
investment management services.  CCS' capital markets services
have grown through the financial crisis, which has caused many
providers to reevaluate their offerings and led to a significant
level of client dislocation.  The crisis has also put a spotlight
on CCS' distressed debt, loan administration, and bankruptcy
services, as Wilmington Trust has now served as a trustee in six
of the 10 largest bankruptcies in U.S. history.

Messrs. Lavelle and Mackay are based in New York and join
Wilmington Trust from HSBC Bank USA, N.A.  Mr. Lavelle was a
senior vice president and head of business development in HSBC's
Corporate Trust and Loan Agency group.  He previously served
sovereign and global corporate clients at The Bank of New York
Mellon and J.P. Morgan Chase & Co.  Mr. Mackay was a senior vice
president and unit manager on HSBC's Global Debt, Agency, and
Bankruptcy team.  Earlier, he spent 21 years servicing global
corporate clients at J.P. Morgan Chase & Co.

"We have successfully grown our CCS business globally because of
our focus on delivering superior service and execution," said Jack
Beeson, senior vice president and head of Corporate Capital
Markets Services for CCS.  "Doug and Tom are great additions to
the CCS team. Their experience strengthens our ability to serve
corporate clients in important global jurisdictions and will help
continue our momentum."

The ongoing global expansion of its capital markets services is
the latest in a series of growth initiatives within CCS. Since
early 2008, CCS has made two acquisitions in its corporate
retirement services business, added a team of specialists in
distressed debt, loan administration, and bankruptcy services, and
assumed responsibility for several corporate trustee services
formerly performed by LaSalle Bank N.A., a result of LaSalle's
merger with Bank of America.

"Our strategy is to be the preferred choice for corporate
executives and their advisors," said Christophe Schroeder,
executive managing director and head of CCS' European business.
"In Europe, we have been seeing steady interest in new
securitizations and opportunities to provide loan agency and other
services for distressed organizations and transactions."


                        *     *     *

As reported in the Troubled Company Reporter on April 28, 2009,
Moody's Investors Service downgraded the ratings of Wilmington
Trust Corporation (long-term issuer rating to Baa3 from Baa1) and
its operating bank subsidiary, Wilmington Trust Company (bank
financial strength rating to C- from C; long-term deposits to Baa2
from A3).  The short-term deposit rating of Prime-2 was affirmed.
The rating outlook is negative.  This concludes the review for
possible downgrade initiated on March 12, 2009.  Wilmington Trust
Corporation and its bank subsidiary are referred to hereafter as
"Wilmington."


* BOOK REVIEW: American Express - The People Who Built the Great
               Financial Empire
----------------------------------------------------------------
Author: Peter Z. Grossman
Publisher: Beard Books
Softcover: 404 pages
List Price: $34.95
Review by Henry Berry

Poring over archives that go back to American Express's founding
in 1850, Grossman found that there was no magic formula that
accounts for the company's success.  It was a combination of blind
luck and adept management that allowed American Express to
persevere during wars, varied political regimes, unpredictable
economic conditions, and great social and technological change.
"Corporations, even the largest, cannot create a world of their
own making and so are reactive organizations," notes the author.
Nonetheless, Grossman also concedes that companies are not
completely at the mercy of forces outside of their control.  He
observes that "Amexco had to make decisions, take steps, and adopt
policies affecting its destiny."

That American Express remains a major corporation in the financial
services industry speaks for itself that it has done things mostly
right for over a century and a half.  At times it seemed as though
the company was doing little more than muddling through a
difficult situation.  However, the decisions made by its leaders,
the policies that were put into effect, and the fundamental
changes that were made are now seen, with a historical
perspective, to be smart and effective enough for the company to
get through its troubles.

There were times when outside forces proved to be beneficial
beyond the company's most optimistic imaginings.  For example, the
Civil War created circumstances ideally tailored to American
Express's services and ambitions.  An 1875 article in Harper's
magazine describes the company's activities during the War: "On
the nearest and most remote fields the agents of the express were
always found, venturing often where a picket-guard would hardly
venture, collecting money, letters, and trophies for transmission
to the 'loved ones at home'."  American Express's constant
presence during the Civil War and the invaluable service it
provided to tens of thousands of Union soldiers gained the company
a reputation for dependability and financial security.

American Express struggled during the Great Depression, but the
company survived.  Bad partnerships and financial mismanagement
made the economic distress of the time even more acute for
American Express.  Nonetheless, the company was saved by the
Depression almost in spite of itself, says Grossman.  The author
reasons that, in less dire economic times, it would have been
highly unlikely that the company would have recognized the
severity of the varied problems and mustered the decisiveness to
deal with them summarily as it did.  Instead, measures adopted by
the U. S. government to deal with the financial and economic
crisis had the coincidental effect of also addressing some of the
major problems threatening American Express's survival.

With a sure hand, Grossman conveys the intriguing history of one
of America's preeminent corporations in American Express - The
People Who Built the Great Financial Empire.  By deftly
establishing the context, selecting and organizing facts,
summarizing the major personalities, and interpreting the factors
contributing to American Express's changing fortunes, the author
has produced an eminently readable book.

Peter Z. Grossman's specializations are law and economics,
industrial organization, and economic history.  His voluminous
writings range from scholarly articles to a column on economic
issues in the Indianapolis Star.



                           *********

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 ***