TCR_Public/091117.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 17, 2009, Vol. 13, No. 318

                            Headlines

2008 ASSET: Amended Joint Chapter 11 Plan of Liquidation Confirmed
ABITIBIBOWATER INC: Fee Auditor Has Report on Interim Applications
ABITIBIBOWATER INC: Riverside, Liquidity Fund Buy Claims
ABITIBIBOWATER INC: Stipulation for Recoupment of Cartus Claim
ALPINE SECURITIZATION: DBRS Rates Liquidity Facility at 'BB'

AMBASSADORS INTERNATIONAL: Receives NASDAQ Non-Compliance Notice
ANTHRACITE CAPITAL: Kathleen Hagerty Joins Board of Directors
ADVANCED MICRO: S&P Raises Corporate Credit Rating to 'B-'
ALLIANCE HEALTHCARE: Moody's Puts 'Ba3' Rating on $120 Mil. Loan
ALLIANCE HEALTHCARE: S&P Assigns 'BB-' Rating on $570 Mil. Loan

AMERICAN TONERSERV: Board OKs Changes to Mache, Solter Pay
ARIZONA EQUIPMENT: Volvo Commercial Objects to Cash Collateral Use
ART ADVANCED: Delays Q3 Results Release, Gets Delisting Notice
AVENTINE RENEWABLE: Deciding on 2 Unfinished Ethanol Plants
AVENTINE RENEWABLE: Deciding on Future of Two Uncompleted Plants

BEAZER HOMES: CEO McCarthy Receives Wells Notice from SEC
CARDTRONICS INC: Moody's Lifts Ratings to 'B2', Gives Pos. Outlook
CORUS BANKSHARES: Delays Filing of September 30 Quarterly Report
CATHOLIC CHURCH: Bishop Designation as Debtor Denied
CATHOLIC CHURCH: U.S. Trustee Appoints Wilmington Creditors Panel

CATHOLIC CHURCH: Wilmington Sec. 341 Meeting Scheduled for Dec. 1
CERF BROS: To Sell Assets to CBBC Acquisition for $3.4 Million
CHA HAWAII: Hawaii Medical Expected to Exit Chapter 11 Soon
CHAMPION ENTERPRISES: Files for Chapter 11 to Sell Business
CIB MARINE: Incurs $13.9 Million Net Loss in Third Quarter 2009

CIRCUIT CITY: CMAT, DMARC Bought Claims in October
CIRCUIT CITY: InterTAN CCAA Stay Extended to Jan. 31
CIRCUIT CITY: InterTAN Wants to Set Claims Resolution Process
CLEAR CHANNEL: Posts Net Loss of $92.7 Million in Q3 2009
COHARIE HOG FARM: Sec. 341 Meeting Set for December 9

CONGOLEUM CORP: Posts $1.9 Million Net Loss in Q3 2009
CONSECO INC: Completes Private Sale of 16.4 Million Common Shares
CONSECO INC: $176.5 Million of Debentures Validly Tendered
CRUCIBLE MATERIALS: Talking with Buyer for Remainder of Assets
DATATEL INC: S&P Puts 'B' Corp. Rating on CreditWatch Negative

DECODE GENETICS: Delays Quarterly Report, Mulls Bankruptcy Filing
DENNIS SPIELBAUER: Can Sell 2 Real Properties in San Jose, Calif.
DONALD KELLAND: Voluntary Chapter 11 Case Summary
DUANE READE: Reports $10,689,000 Net Loss for Sept. 26 Quarter
EL PASO: Fitch Affirms Issuer Default Rating at 'BB+'

EMISPHERE TECHNOLOGIES: Posts $4 Million Net Loss in Q3 2009
ENERGY XXI: S&P Downgrades Corporate Credit Rating to 'SD'
EPICEPT CORP: Has $4.8MM Q3 Net Loss; Shareholders Meeting in Jan.
FAIRMONT INSURANCE: S&P Shifts Financial Strength Ratings to 'BB+'
FINLAY ENTERPRISES: Court Tolls Challenge Period Until December 15

FIRSTFED FINANCIAL: Extends Cash Tender Offers to November 25
FIRSTFED FINANCIAL: Grant Thornton Steps Down as Accountants
FONTAINEBLEAU LV: Committee Wants Liens Challenge Deadline Moved
FONTAINEBLEAU LV: Has Lenders Nod for $144,800 Cash Use for Week
FONTAINEBLEAU LV: Truitt as Examiner Approved, Has Reports

FONTAINEBLEAU LV: Wants Plan Exclusivity Until Dec. 21
FREEDOM COMMS: Gazette Lays Off Workers Due to Low Revenues
GENELINK INC: September 30 Balance Sheet Upside-Down by $519,000
GENERAL GROWTH: W. Ackman Owns 23 Mil. Shares of Stock
GENERAL MOTORS: GM Gets Nod for $1-Billion Settlement with Unions

GETTY PETROLEUM: Unveils Restructuring; Closes Sale to LukOil
G-I HOLDINGS: Confirms Plan; IRS Plea for Stay Denied
GLOBAL AIRCRAFT: Victory to Acquire Assets Under Plan
GLOWPOINT INC: Posts $1,079,000 Net Loss for Q3 2009
GMAC INC: Board Boots Out CEO de Molina; Carpenter Gets Post

GPX INT'L: Investor Group Offering $10MM for Solid Tire Assets
GREAT LAKES: Moody's Upgrades Corporate Family Ratings to 'B2'
GUIDED THERAPEUTICS: Posts $1,588,000 Net Loss for Q3 2009
HILCORP ENERGY: Moody's Upgrades Corporate Family Ratings to 'B1'
HYDROGENICS CORP: Eyes $16 Million in Securities Offering

IPCS INC: Ireland Acquisition Amends Tender Offer Statement
JAMES RIVER: S&P Assigns 'B-' Rating on $150 Mil. Senior Notes
KEMET CORP: Posts $93.1 Million Net Loss in Quarter Ended Sept. 30
LEAR CORP: S&P Assigns Corporate Credit Rating at 'B'
LEHMAN BROTHERS: LBI Trustee Has Administered $110 Billion

LIGHTPATH TECH: Posts $706,000 Net Loss in FY2010 First Quarter
MACQUARIE INFRASTRUCTURE: Posts $18.3 Million Net Loss in Q3 2009
MERIDIAN RESOURCE: Posts $768,000 Q3 Net Loss; Warns of Bankruptcy
METROMEDIA INT'L: Hearing on Plan Exclusivity on November 18
MICHAEL DAY: Poor Business Climate Blamed for Chapter 11 Filing

MIRANT CORP: MAGi's June Post-Confirmation Report
MIRANT CORP: Mirant's June Post-Confirmation Report
MIRANT CORP: Mirant's September Post-Confirmation Report
MMA FINANCIAL: Moody's Downgrades Rating on 2004-3 Fund to 'Ba2'
MMA FINANCIAL: Moody's Downgrades Rating on 2004-4 Fund to 'Ba2'

MMA FINANCIAL: Moody's Downgrades Rating on 2005-1 Fund to 'Ba2'
MUZAK HOLDINGS: Can Access Cash Collateral Until January 25
NESTOR INC: Edward Heil, Various Trusts Unload Equity Stake
NETBANK INC: Supervisor, Holland & Knight Reach Deal
NEWPAGE CORP: Reports $137 Million Net Loss for Q3 2009

NUTRACEA INC: Obtains Court Approval of Wells Fargo DIP Facility
PACIFIC STATE BANCORP: Receives NASDAQ Deficiency Letter
PANOLAM HOLDINGS: Gets Interim OK to Use Cash Collateral
PHOENIX WORLDWIDE: Gets OK to Access C3 Capital Cash Collateral
PHOENIX WORLDWIDE: Wants Plan Exclusivity Until January 25

PILOT TRAVEL: S&P Assigns 'BB' Long-Term Corporate Credit Rating
PREMIUM PROTEIN: Faces Lawsuit for "Warn Act" Violation
PROTOSTAR LTD: Revises Disclosure Statement for Nov. 18 Hearing
PRIVE VEGAS: Files Chapter 11 Petition in Miami
PSYSTAR CORP: Violated Copyright Infringement, Bankr. Court Rules

PTA REINSURANCE: A.M. Best Affirms FSR of 'B'
QUARRY POND: Files for Bankruptcy to Avert Foreclosure
QUEST ENERGY: Posts $10.5 Million Net Loss in Q3 2009
READY MIX: Posts $1.4 Mln 3Q09 Net Loss; In Waiver Talks with NBA
SCO GROUP: Jeff Hunsaker Resigns as President of SCO Operations

SEANERGY MARITIME: Secures Waiver Extension on Loan Covenant
SEITEL INC: Posts $28 Million Net Loss in Third Quarter
SIMMONS BEDDING: Files Chapter 11 with Pre-Packaged Plan
SONORAN ENERGY: Wants Chapter 11 Case Dismissed
SPANSION INC: Court Enforces Stay vs. Samsung on German Action

SPANSION INC: Seeks Dismissal of Samsung ITC Case
SPANSION INC: Wants to Reject Gas Contract With Cokinos
SPANSION INC: Wants to Reject Pact With Discretix
S-TRAN HOLDINGS: ACFS Cash Collateral Hearing Set for November 19
ST JOHN: S&P Puts 'B+' Corp. Rating on CreditWatch Negative

STONEMOR PARTNERS: S&P Assigns Corporate Credit Rating at 'B'
SUNESIS PHARMACEUTICALS: Closes Placement of $5MM in Preferreds
SYNTAX-BRILLIAN: Sanctions Against Asset Buyer Halted
TH PROPERTIES: Submits Chapter 11 Plan of Reorganization
THE ORCHARD: Receives Non-Compliance Notice From NASDAQ

TIMOTHY CONROY: Faces Charges for Not Paying Consignors
TRIAD GUARANTY: Receives NASDAQ Noncompliance Notice
TRIBUNE CO: Asks for March 31 Extension of Removal Period
TRIBUNE CO: Law Debentures Wants Payments to LBO Lenders Halted
TRIBUNE CO: Sec. 341 Meeting of Cubs Creditors Set for Dec. 14

TRIBUNE CO: To Pay $170 Million DIP Loan Balance
TROPICANA ENT: NJ Debtors Ask Feb. 23 Deadline for Lease Decisions
TROPICANA ENT: NJ Debtors Set Claims Objection Procedures
TROPICANA ENT: Stay Lifted for D&O Insurance Payment
UAL CORP: Reports October 2009 Traffic Results

UAL CORP: Sues Bangladesh Airline Over Name
UAL CORP: Fidelity Discloses 14.972% Equity Stake
UNIGENE LABORATORIES: Posts $5.8 Million Net Loss in Q3 2009
US AIRWAYS: Flight Attendants Protest Wage Discrepancies
US AIRWAYS: Seeks Summary Judgement for Davis, Et Al., Claims

US AIRWAYS: Spent $410,000 in Lobbying Costs for Q3
US CONCRETE: S&P Junks Corporate Credit Rating From 'B-'
VERASUN ENERGY: Investors Must Inquire About Plaintiff Position
ZOUNDS INC: Court OKs Conversion of Reorganization Case to Ch. 7

* FHA Reserves Fall Far Below Minimum Requirements
* Wall Street Journal Says TARP Can't Save Some Banks

* Large Companies With Insolvent Balance Sheets

                            *********

2008 ASSET: Amended Joint Chapter 11 Plan of Liquidation Confirmed
------------------------------------------------------------------
The U.S. Bankruptcy Court has confirmed 2008 Asset Holding Corp.'s
Amended Joint Chapter 11 Plan of Liquidation, BankruptcyData
reported.  The purpose of the Plan is to "provide for the wind
down and efficient liquidation of the Debtors in a manner designed
to maximize the recovery to all stakeholders."  The Debtor expects
to pay back 1% to 2% of its $112 million in debt.

Based in New York, 2008 Asset Holding Corp. is a real estate-
related securities investment firm that was managed by financial
advising company GSC Group.  The Company together with two
subsidiaries filed for Chapter 11 on June 30, 2009 (Bankr.
S.D.N.Y. Case No. 09-14264).  Shannon Lowry Nagle, Esq., at
O'Melveny & Myers, LLP, in New York, serves as counsel.  The
petition says assets range from $1,000,001 to $10,000,000 while
debts are between $100,000,001 and $500,000,000.


ABITIBIBOWATER INC: Fee Auditor Has Report on Interim Applications
------------------------------------------------------------------
In separate reports filed with the Court, Direct Fee Review LLC,
in its capacity as fee auditor in the Debtors' cases, recommended
the approval of fees and the reimbursement of expenses of these
professionals for these fee periods:

  Professional              Fee Period         Fees     Expenses
  ------------              ----------         ----     --------
  Paul, Weiss, Rifkind        04/16/09     $4,143,174   $183,216
  Wharton & Garrison LLP   to 07/31/09

  Bayard, P.A.                05/01/09       $132,494     $9,456
                           to 07/31/09

  Huron Consulting,           04/16/09        894,502    140,095
  LLC                      to 06/30/09

  Ernst & Young LLP           04/16/09        448,967      4,776
                           to 06/30/09

  Bennett Jones LLP           04/30/09      C$410,150   C$19,981
                           to 07/31/09

  PricewaterhouseCoopers      05/01/09       $382,490         $0
  LLP, US                  to 05/31/09

  Young Conaway Stargatt      04/16/09        424,524     89,352
  & Taylor, LLP            to 07/31/09

  Deloitte Tax, LLP           04/16/09        908,732     29,555
                           to 07/31/09

Huron, Deloitte Young Conaway and Bennett's total expenses for
reimbursement have been subjected to adjustments.

                     About AbitibiBowater Inc.

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

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

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

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

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


ABITIBIBOWATER INC: Riverside, Liquidity Fund Buy Claims
--------------------------------------------------------
In separate notices, four parties informed the Court and parties-
in-interest that on October 19, 2009, they absolutely and
unconditionally conveyed, sold and transferred all their right,
title, benefit and interest in these claims, aggregating
approximately $257,000, to Riverside Claims LLC:

Transferor                     Claim No.          Claim Amount
----------                     ---------          ------------
Transport F. Darsigny          undisclosed          $171,920
Mario Courschesne Transport    undisclosed            26,196
HTRC Paper Technologies        undisclosed            24,662
HTRC Paper Technologies        undisclosed            12,815
HTRC Paper Technologies        undisclosed            10,129
HTRC Paper Technologies        undisclosed             9,180
The Publication Company Inc.   undisclosed             2,674

In addition, these parties notified the Court and parties-in-
interest that they absolutely and unconditionally sold, conveyed
and transferred all their right, title, benefit and interest in
these claims, totaling $213,943 to Sierra Liquidity Fund LLC:

  Transferor                      Claim No.         Claim Amount
  ----------                      ---------         ------------
  James Brinkley Co., Inc.        undisclosed         $116,300
  Fourman's Repair Shop, Inc.     undisclosed           83,805
  Post Glover Resistors, Inc.     undisclosed            5,431
  Midland Dans Corporation        undisclosed            3,645
  Crane Environmental, Inc.       undisclosed            2,792
  Fourman's Repair Shop, Inc.     undisclosed              995
  Fourman's Repair Shop, Inc.     undisclosed              975

Furthermore, six parties disclosed that they absolutely and
unconditionally sold, conveyed and transferred all their right,
title, benefit and interest in these claims, totaling $66,562, to
Fair Harbor Capital, LLC:

  Transferor                        Claim No.       Claim Amount
  ----------                        ---------       ------------
  Accent Southeast, Inc.            undisclosed        $48,922
  Graham Logging & Stump               1775              6,585
  Graham Logging & Stump                664              4,931
  L&J Technologies Companies        undisclosed          2,532
  Sunbelt Timber Company            undisclosed          1,486
  Feaster & Sons Oil                undisclosed          1,132
  Alabama Fluid System Tech, Inc.   undisclosed            974

                     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: Stipulation for Recoupment of Cartus Claim
--------------------------------------------------------------
Bowater Incorporated and Cartus Corporation are parties to a
Relocation Management Agreement effective January 15, 2004.
Cartus filed claims, totaling approximately $289,934, against the
Debtors arising from obligations under the Agreement.

The parties stipulate that Cartus will be entitled to set off and
recoup its:

  -- prepetition claim against Bowater for $181,316 for amounts
     due under the RMA against the funds withheld by Cartus in
     the amount of $1,725,003; and

  -- postpetition claim against Bowater for $108,618 against
     funds held by Cartus under the RMA in the amount of
     $1,567,756.

After the set-off or recoupment, Cartus will then remit to
Bowater the remaining Prepetition Credits in the amount of
$1,543,687, and the remaining Postpetition Credits in the amount
of $1,459,138.

Cartus and Bowater further agree that Cartus will be permitted to
retain an amount equal to the further expenses of $70,378
anticipated to be incurred by Cartus in the future, and to set
off and recoup that amount against further expenses incurred in
connection with the RMA.

However, if actual expenses are less than the Remaining
Postpetition Expenses, Cartus will promptly remit to Bowater any
excess remaining funds.  Actual further expenses in connection
with transactions under the RMA that exceed the Remaining Post-
Petition Expenses will not be deemed a waiver of Cartus' right to
seek allowance and payment of the additional expenses as
administrative expenses under Section 503(b) of the Bankruptcy
Code.

The parties ask the Court to approve their stipulation.

                     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).


ALPINE SECURITIZATION: DBRS Rates Liquidity Facility at 'BB'
------------------------------------------------------------
DBRS has confirmed the rating of R-1 (high) for the Commercial
Paper (CP) issued by Alpine Securitization Corp. (Alpine), an
asset-backed commercial paper (ABCP) vehicle administered by
Credit Suisse, New York branch.  In addition, DBRS has confirmed
the ratings and revised the tranche sizes of the aggregate
liquidity facilities (the Liquidity) provided to Alpine by Credit
Suisse.

The $8,348,286,025 aggregate liquidity facilities are tranched as
follows:

-- $7,999,022,122 rated AAA
-- $74,364,027 rated AA
-- $50,581,430 rated A
-- $73,472,431 rated BBB
-- $65,168,390 rated BB
-- $32,177,634 rated B
-- $53,499,991 unrated

The ratings are based on August 31, 2009 data.

The CP rating reflects the AAA credit quality of Alpine's asset
portfolio.  The updated credit quality aspect of the CP rating is
based on both the portfolio of assets and the available program-
wide credit enhancement (PWCE).  The rationale for the CP rating
is based on the updated AAA credit quality assessment as well as
DBRS' prior and ongoing review of legal, operational and liquidity
risks associated with Alpine's overall risk profile.

The ratings assigned to the Liquidity reflect the credit quality
of Alpine's asset portfolio based on an analysis that assesses
each transaction to a term standard.  The tranching of the
Liquidity reflects the credit risk of the portfolio at each rating
level.  The tranche sizes are expected to vary each month based on
changes in portfolio composition.

For Alpine, both the CP and the Liquidity ratings use DBRS'
simulation methodology, which was developed to analyze diverse
ABCP conduit portfolios.  This analysis uses the DBRS CDO Toolbox
simulation model, with adjustments to reflect the unique structure
of an ABCP conduit and its underlying assets.  DBRS determines
attachment points for risk based on an analysis of the portfolio
and models the portfolio based on key inputs such as asset
ratings, asset tenors and recovery rates.  The attachment points
determine the portion of the exposure rated AAA, AA, A through B
as well as unrated.

DBRS models the portfolio on an ongoing basis to reflect changes
in Alpine's portfolio composition and credit quality.  The rating
results are updated and posted on the DBRS website.


AMBASSADORS INTERNATIONAL: Receives NASDAQ Non-Compliance Notice
----------------------------------------------------------------
Ambassadors International, Inc., disclosed that it received a
Nasdaq Staff Deficiency Letter on November 12, 2009, indicating
that the Company no longer meets 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 11, 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 11, 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 11, 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 Ambassadors International, Inc.

Ambassadors International, Inc. -- http://www.ambassadors.com/--
is primarily a cruise company.  The Company operates Windstar
Cruises, an international, luxury cruise line.  The Company is
transitioning its headquarters from Newport Beach, California to
Seattle, Washington.


ANTHRACITE CAPITAL: Kathleen Hagerty Joins Board of Directors
-------------------------------------------------------------
Anthracite Capital, Inc., reports that Kathleen M. Hagerty, Senior
Associate Dean for Faculty and Research at the Kellogg School of
Management at Northwestern University, was elected to its Board of
Directors on November 9, 2009.

Chris Milner, Chief Executive Officer of Anthracite, stated, "We
are extremely pleased to have Kathleen join the Board of
Directors. Her insights and knowledge of financial markets will
benefit the Company significantly."

With the addition of Ms. Hagerty, the Board consists of seven
directors, five of whom are not affiliated with the Company, or
the manager.

Kathleen M. Hagerty holds the First Chicago Professorship in
Finance at the Kellogg School of Management at Northwestern
University.  She has been the Senior Associate Dean for Faculty
and Research at the Kellogg School since 2005.  Professor Hagerty
has published widely in finance and economic journals.  Her work
has studied the micro-structure of securities markets, disclosure
regulation, insider trading regulation and the effectiveness of
self-regulatory organizations.  She received her Ph.D. from
Stanford University in 1985.  Ms. Hagerty received an MBA (1979),
MS in Operations Research (1977) and a BA in Mathematics (1975)
from the University of California, Berkeley.

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

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

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

The Company posted a net loss of $38,794,000 for the three months
ended September 30, 2009, from net income of $2,397,000 for the
same period a year ago.  The Company posted a net loss of
$118,794,000 for the nine months ended September 30, 2009, from
net income of $89,614,000 for the same period a year ago.

Total income for the three months ended September 30, 2009, was
$55,627,000 from $92,465,000 for the same period a year ago.
Total income was $181,182,000 for the nine months ended
September 30, 2009, from $269,262,000 for the same period a year
ago.

At September 30, 2009, the Company had $2,601,125,000 in total
assets against $2,064,290,000 in total liabilities, $23,237,000 in
12% Series E-1 Cumulative Convertible Redeemable Preferred Stock,
and $23,237,000 in 12% Series E-2 Cumulative Convertible
Redeemable Preferred Stock, resulting in stockholders' equity of
$490,361,000.

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?497d

                         About Anthracite

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


ADVANCED MICRO: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit and all issue-level ratings on Sunnyvale, California-based
Advanced Micro Devices Inc. to 'B-' from 'CCC+'.  The '4' recovery
rating on the company's senior unsecured debt issues, indicating
S&P's expectations for average (30%-50%) recovery in the event of
a payment default, are unchanged.

"The rating reflects AMD's inconsistent and weak operating
profitability, challenged market position in microprocessors, and
high debt burden," said Standard & Poor's credit analyst Lucy
Patricola.  Ample liquidity, pro forma for the settlement
agreement, and its joint venture with Advanced Technology
Investment Corp., alleviating heavy capital spending requirements,
partly offset those concerns.  Despite the new agreement with
Intel Corp. that GlobalFoundries is no longer required to be a
subsidiary of AMD, S&P will continue to consolidate
GlobalFoundries with AMD-The Product Company until it broadens its
base of customers and is less reliant on AMD's volumes, regardless
of AMD's ownership level of GlobalFoundries.  Standard & Poor's
continues to base AMD's rating on the weaker of S&P's consolidated
view of AMD and GlobalFoundries or AMD as a stand-alone entity
because of the two entities' highly integrated financial and
operational relationship.


ALLIANCE HEALTHCARE: Moody's Puts 'Ba3' Rating on $120 Mil. Loan
----------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba3 (LGD3, 34%) rating to
Alliance HealthCare Services, Inc.'s proposed credit facility,
consisting of a $120 million revolver and a $450 million term
loan, and a (P)B3(LGD5, 89%) rating to the company's proposed
offering of $200 million of senior unsecured notes.  Moody's also
affirmed the existing ratings of Alliance, including the B1
Corporate Family and Probability of Default ratings.  The outlook
for the ratings is stable.  Finally, Moody's assigned a
Speculative Grade Liquidity Rating of SGL-2 reflecting Moody's
expectation that Alliance will maintain good liquidity for the
four quarters following the anticipated refinancing.

Moody's understands that the proposed debt offerings will be used
to retire the existing debt of Alliance.  Therefore Moody's will
finalize the provisional ratings on the proposed instruments and
expects to withdraw the ratings on the existing debt instruments
following the close of the transaction.  The company is currently
tendering for the outstanding senior subordinated notes and the
existing credit facility will be repaid and replaced by the
proposed facility.

Alliance's B1 Corporate Family Rating reflects the company's
modest level of financial leverage and strong liquidity position,
characterized by stable free cash flow generation and a
considerable amount of available cash.  The rating also reflects
the company's unique business model of partnering with hospitals,
which shields Alliance from the direct and immediate effect of
changes in third party reimbursement and allows the company to
expand as demand for services requires rather than bearing the
risk of greenfield de novo development.  The ratings also reflect
the difficulty the company has seen in growing the business given
declines in MRI volumes and pressure on pricing in the PET/CT
business.  The ratings also reflect the expectation that the
company will actively try to offset declines in the imaging
business and grow through acquisition and expansion of the
oncology segment, which will likely deplete the available cash
balance over time and potentially present integration risks.

These ratings have been assigned:

  -- $120 million senior secured revolving credit facility due
     2014, (P)Ba3 (LGD3, 34%)

  -- $450 million senior secured term loan due 2016, (P)Ba3 (LGD3,
     34%)

  -- $200 million senior unsecured notes due 2016, (P)B3 (LGD5,
     89%)

  -- Speculative Grade Liquidity Rating, SGL-2

These ratings have been affirmed:

  -- $70 million senior secured revolving credit facility due
     2010, Ba2 (LGD2, 25%)

  -- $390 million senior secured term loan due 2011, Ba2 (LGD2,
     25%)

  -- $300 million senior subordinated notes due 2012, B3 (LGD5,
     83%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B1

Moody's last rating action was on November 28, 2007, when Moody's
assigned a B3 rating to the $125 million senior subordinated
notes, upgraded the credit facility to Ba2 and affirmed the
Corporate Family and Probability of Default Ratings at B1.

Alliance HealthCare Services, Inc.,is a national provider of
outpatient diagnostic imaging and radiation oncology services.
The company maintained 493 diagnostic imaging and radiation
oncology systems, including 288 MRI systems and 126 PET or PET/CT
systems at September 30, 2009.  The company operated 110 fixed-
site imaging centers, which constitutes systems installed in
hospitals or other medical buildings on or near hospital campuses.
The company also operated 23 radiation oncology centers and
stereotactic radiosurgery facilities.  Alliance generated
approximately $512 million of revenue for the twelve months ended
September 30, 2009.


ALLIANCE HEALTHCARE: S&P Assigns 'BB-' Rating on $570 Mil. Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
rating to Alliance HealthCare Services' $570 million proposed bank
facility, consisting of a $450 million term loan and a
$120 million revolving credit facility.  In addition, a 'B' was
assigned to the company's $200 million proposed senior unsecured
notes.  The corporate credit rating is 'BB-'; the outlook is
stable.

"Proceeds of the financing, in addition to some cash on hand, will
be used to repay the $351 million outstanding balance on the
company's term loan C, redeem $300 million of bonds, and fund
estimated fees and expenses," said Standard & Poor's credit
analyst David Peknay.

The ratings on Alliance HealthCare, a Newport Beach, California-
based diagnostic imaging and radiation oncology services provider,
reflects the fragmented and competitive environment, somewhat low
barriers to entry, reimbursement risk, and the relatively high
fixed-cost nature of its business.  In addition, the company is
experiencing some recession pressure; revenues and EBITDA both
declined by about 3% in the third-quarter of 2009 over the
comparable 2008 period.  While gross debt leverage (adjusted for
operating leases) of 3.8x for the 12 months ended Sept. 30, 2009,
was significant, the company's liquidity is adequate.  Cash from
operations was $137 million for the 12 months ended Sept. 30,
2009, and Alliance HealthCare had $130 million of cash at the end
of the third quarter.

Alliance HealthCare operates 493 diagnostic imaging and radiation
therapy systems -- including 288 MRI systems and 126 PET or PET/CT
systems -- and has more than 1,000 clients in 45 states.  Alliance
has diversified into radiation oncology via hospital partnerships,
and currently operates 23 radiation oncology centers and
stereotactic radiosurgery facilities, including two joint
ventures.  Radiation oncology contributes about 7% of revenues.


AMERICAN TONERSERV: Board OKs Changes to Mache, Solter Pay
----------------------------------------------------------
American TonerServ Corp. reports that on November 6, 2009, its
Board of Directors approved changes to the compensation
arrangements for Chuck Mache, the Company's CEO, and Chad Solter,
who serves as President of the Company's iPrint subsidiary and is
also a Director of the Company.  These changes were made effective
as of November 2, 2009.

The compensation plan for Mr. Mache was modified to eliminate
certain performance requirements related to his salary which had
the effect of increasing his base annual salary to $180,000.

The compensation plan for Mr. Solter was modified to increase his
base annual salary to $210,000.  Mr. Solter will also be entitled
to receive incentive compensation based on the achievement of
future growth in earnings before interest, taxes, depreciation and
amortization.  The terms of this incentive compensation will be
determined at a later date.

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.

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.

                    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.


ARIZONA EQUIPMENT: Volvo Commercial Objects to Cash Collateral Use
------------------------------------------------------------------
Volvo Commercial Finance, a division of VFS US, LLC, a secured
creditor and party-in-interest, has filed an objection to Arizona
Equipment Rental I, LLC's request to use cash collateral.

Any and all proceeds of Debtor's operations, including Debtor's
cash on hand, constitute VFS's cash collateral.

On or about February 18, 2005, AER, as debtor, and VFS, as lender,
entered into:

     -- Rental Inventory Financing Agreement for a loan to AER
        evidenced by the issuance by AER of certain Promissory
        Note in favor of VFS in the original principal amount of
        $3,800,000;

     -- Revolving Credit Loan Agreement, providing for a loan to
        AER (the Working Capital Loan) evidenced by the issuance
        by AER of that certain Promissory Note in favor of VFS in
        the original principal amount of $200,000;

     -- Promissory Note (Building Leasehold & Improvements),
        providing for a loan to AER (the Building Loan) in the
        original principal amount of $125,000; and

     -- Master Loan and Security Agreement, providing for a loan
        to AER (the Delivery Loan) evidenced by the issuance by
        AER of those certain Promissory Note in favor of VFS in
        the original principal amount of $62,000.

The Notes are secured by that certain Security Agreement dated
February 18, 2005, by and among AER and VFS (the Security
Agreement) which granted to VFS a security interest in, among
other things:

     -- all inventory of Debtor;

     -- all accounts including insurance proceeds, rights to
        payment (including monetary obligations); and

     -- all equipment, whether now owned or hereafter acquired by
        Debtor, all goods or equipment owned by Secured Party
        and located on Debtor's premises for any purpose, and all
        proceeds thereof, whether cash or noncash.

Volvo Commercial says that the Debtor is in default under the Loan
Documents for, among other things, failing to make the payments.
As of October 30, 2009, the Note remains unpaid and is in default.
After allowing all just and lawful offsets, payments, and credits,
the Debtor's outstanding obligations under the Loan Documents as
of October 30, 2009, are $9,983,191.87, which includes unpaid
principal in the amount of $9,885,873.23 and prepetition interest,
costs and fees in the amount of $97,318.64 (the Prepetition
Indebtedness).  Post-petition interest continues to accrue and VFS
is also entitled to recover its attorney's fees and costs to the
extent permitted by law.

The Debtor sought to be allowed to continue to use VFS's cash
collateral pursuant to a budget and for a period of six months,
but VFS says that the only adequate protection that the Debtor
offers to VFS for the use of the cash collateral is to grant VFS a
replacement lien in post-petition collateral of the same type, and
to the same extent, as VFS' pre-petition lien.  VFS already has a
lien on these same assets.  According to Volvo Commercial, the
Debtor hasn't offered VFS a replacement lien on any assets that
are not already encumbered in favor of VFS, and it has not offered
periodic payments to VFS in an amount sufficient to compensate VFS
for the daily depreciation loss on its collateral.

Volvo Commercial says that the Debtor's Cash Collateral request
doesn't identify any assets that are not already encumbered by
VFS's security interest, and no such assets are offered to VFS as
a replacement lien for the Debtor's proposed use of cash
collateral.  Neither the plea for Cash Collateral use, nor the
Declaration in support of it, contains any information about the
value of the Debtor's assets, particularly the value of the VFS
collateral.  Presumably, and in light of the alleged cause for the
Debtor's financial distress, there is little if any equity cushion
in any of the Debtor's property, Volvo Commercial states.

The Debtor's proposed budget shows that, without any debt service
or interest payments to creditors, the Debtor is losing money on
an ongoing basis, even before paying "administrative expenses,"
which only exacerbates the Debtor's operating loss.  The Debtor's
professionals also received negotiated retainers before the case
was filed, and there is no explanation in the Cash Collateral
Motion for the additional "administrative expense" of
approximately $30,000 per month for the initial term of the
proposed budget.  From their declarations, it is clear that the
Debtor's proposed professionals have received retainers and are
not in need of any payment on an emergency basis.

Volvo Commercial states that the Debtor fails to specify what
amounts it must spend in order to avoid irreparable harm to the
estate in its request for access to cash collateral.  None of the
declarations submitted in support of the Debtor's first day
motions indicate what amounts need to be authorized immediately,
and many of the expenses contained in the budget don't appear to
require immediate payment.

The budget appears to include amounts for payment of
"Reorganization Expenses" which should not be funded from Cash
Collateral and do not require approval on an emergency basis.

According to Volvo Commercial, Debtor is also engaging in sales of
assets that may be subject to VFS's lien.

                  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.


ART ADVANCED: Delays Q3 Results Release, Gets Delisting Notice
--------------------------------------------------------------
ART Advanced Research Technologies Inc. on November 13 announced
that it will delay the release of its financial results for the
third quarter ended September 30, 2009, considering the
restructuring process that the company is currently undergoing.

As announced on November 2, 2009, ART filed on that day a notice
of intention to make a proposal to its creditors under the
Bankruptcy and Insolvency Act through KPMG Inc.  ART was also
authorized pursuant to an order of the Quebec Superior Court to
enter into a loan agreement with Dorsky Worldwide Corp. for an
interim financing of up to $1,200,000.

On October 29, 2009, ART had announced the appointment of KPMG LLP
as financial advisor to assist ART in examining its available
strategic options in view of the company's ongoing financial
needs.  The interim financing was put in place to support ART's
ongoing operations by providing additional short-term liquidity to
the company while allowing KPMG LLP and ART to pursue the
strategic review process and continue soliciting purchase offers
for the business and assets of ART.

Considering the process that the company is currently undergoing,
there can be no assurance that the current initiatives undertaken
by KPMG LLP and ART will be successful.  In light of the
uncertainties related to the company's ability to continue as a
going concern, the interim financial statements could require
material adjustments to the carrying value and classification of
assets and liabilities and reported results of operations.  Such
adjustments could be material.  Therefore, the company has decided
to delay the release of its third quarter results until such time
as the company will have some reasonable assurance as to the
outcome of these initiatives.

ART also announced November 13 that it has received a letter from
The Toronto Stock Exchange indicating that the Continued Listings
Committee of the TSX has determined to delist the common shares
(Symbol: ARA), the Series 1 Preferred Shares (Symbol: ARA.PR.A)
and the Series 2 Preferred Shares (Symbol: ARA.PR.B) of the
company effective at the close of market on December 11, 2009.
The delisting was imposed for failure by ART to meet the continued
listing requirements of the TSX, as detailed in Part VII of The
TSX Company Manual.  Trading in ART's Securities will remain
suspended.

                   About ART Advanced Research

ART Advanced Research Technologies Inc. --
http://www.art.ca/-- is a leader in molecular
imaging products for the healthcare and pharmaceutical industries.
ART has developed products in medical imaging, medical
diagnostics, disease research, and drug discovery with the goal of
bringing new and better treatments to patients faster.  ART's
shares are listed on the TSX under the ticker symbol ARA.

                     *     *     *

As reported in the Troubled Company Reporter-Latin America on
November 3, 2009, ART Advanced Research Technologies Inc. (ART)
(TSX:ARA), a Canadian medical device company and a leader in
optical molecular imaging products for the healthcare and
pharmaceutical industries, announced November 2 it filed a notice
of intention to make a proposal to its creditors under the
Bankruptcy and Insolvency Act with KPMG Inc. in order to provide
the company with the liquidity it requires to pursue its
solicitation process.  ART was also authorized pursuant to an
order of the Quebec Superior Court to enter into a loan agreement
with Dorsky Worldwide Corp. for interim financing in an amount of
up to $1,200,000.


AVENTINE RENEWABLE: Deciding on 2 Unfinished Ethanol Plants
-----------------------------------------------------------
Daily Herald relates that Aventine Renewable Energy Holdings Inc.
is deciding whether to keep or sell its unfinished Mt. Vernon and
Aurora West ethanol plants in Indiana and Nebraska.

The report says the company ceased the construction of its ethanol
plant due to inadequate liquidity.  The plants, which is designed
to produce 220 million gallons, have an annual capacity of
207 million gallons of ethanol, report adds.

                     About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- 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.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company and its affiliates 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.


AVENTINE RENEWABLE: Deciding on Future of Two Uncompleted Plants
-----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Aventine Renewable
Energy Holdings Inc. said in a filing with the Bankruptcy Court
that it's in the process of deciding whether to keep or sell the
unfinished Mt. Vernon and Aurora West ethanol plants in Indiana
and Nebraska.  Aventine halted construction before filing as a
result of inadequate liquidity.

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.  The bondholders that funded the DIP loans hold
75% of the  $300 million in unsecured notes.  First-lien lenders
are owed $40.3 million.

                     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 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.


BEAZER HOMES: CEO McCarthy Receives Wells Notice from SEC
---------------------------------------------------------
The Staff of the US Securities and Exchange Commission issued a
Wells notice on November 13, 2009, to the Company's Chief
Executive Officer, Ian J. McCarthy, indicating that they have
preliminarily determined to recommend that the Commission bring a
civil action against him to collect certain incentive compensation
and other amounts allegedly due under Section 304(a) of the
Sarbanes-Oxley Act of 2002.

In their Wells notice, the Staff did not allege any lack of due
care by Mr. McCarthy in connection with the Company's financial
statements or other disclosures.

Beazer said the Commission Staff has offered Mr. McCarthy an
opportunity to make a submission setting forth the reasons why no
such action should be filed.  Mr. McCarthy intends to respond to
the Staff's offer by making such a submission.

The Company is not named in the Wells notice.  On September 24,
2008 the Company entered into a settlement with the Commission,
without admitting or denying wrongdoing, that resolved the
Commission's investigation into the financial statement matters
that were the subject of the independent investigation conducted
by the Audit Committee of the Company's Board of Directors.

"Such a move would mark the first time the agency has tried to
claw back pay from a sitting CEO who wasn't alleged to have
participated in a corporate fraud. But in recent months it has
sued at least two former executives for back pay even though they
weren't implicated in wrongdoing, a sign the agency is using the
tactic more aggressively," The Wall Street Journal's Dawn Wotapka
and Mark Maremont said.

The Journal explains that, in doing so, the SEC is relying on a
provision of the Sarbanes-Oxley Act that lets the government try
to recover incentive-based compensation from senior executives
when their company is accused of reporting inaccurate financial
data.  Sarbanes-Oxley, enacted in 2002 in response to the meltdown
of Enron Corp. and other high-profile accounting scandals, was an
attempt to penalize companies for misleading investors.

The Journal notes a Wells notice alerts a company or individual
that the SEC staff plans to recommend a particular action to the
commission.  The notice doesn't mean the agency will take that
action, but the SEC approves many of its staff's recommendations.

Beazer said the Commission has taken the position in a recently
filed civil action against the chief executive officer of another
company that the Commission need not allege misconduct by a CEO to
maintain such an action.  According to the Journal, in July the
SEC filed a civil lawsuit against Maynard L. Jenkins, the former
CEO of CSK Auto Corp., demanding that he give the company back
more than $4 million in bonuses, equity pay and stock-sale profits
received after the company allegedly filed inaccurate annual
reports for 2002 to 2004.  Those were years, the SEC alleged,
during which other top executives at the Phoenix auto-parts
retailer engaged in "pervasive accounting fraud" that allowed the
firm to greatly overstate pretax income, including by 65% one
year.  CSK, which has since been acquired by O'Reilly Automotive
Inc., twice restated its earnings for those years, the Journal
notes.

The Journal also notes that though it didn't accuse Mr. Jenkins of
misconduct, the SEC contended he should repay much of his
compensation from the period because he was CEO, and thus
responsible under Sarbanes-Oxley for the company's financial
filings.

Mr. Jenkins is fighting the clawback.  In a filing in U.S.
District Court in Phoenix, the Journal relates, Mr. Jenkins'
attorneys argue the SEC "is attempting to impose a Draconian
penalty on an admittedly innocent person . . . The SEC's
nonsensical view is that Mr. Jenkins must pay (literally and
figuratively) for that misconduct by others because he was the
'captain of the ship,' despite the fact that under its own view of
the evidence, his crew was mutinous-deceiving him, and secretly
circumventing the ship's controls."

                      About Beazer Homes USA

Beazer Homes USA, Inc., headquartered in Atlanta, Georgia, is one
of the country's 10 largest single-family homebuilders with
continuing operations in Arizona, California, Delaware, Florida,
Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North
Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and
Virginia.  Beazer Homes is listed on the New York Stock Exchange
under the ticker symbol "BZH."

During the quarter ended June 30, 2009, the Company repurchased
$115.5 million of senior notes for an aggregate purchase price of
$58.2 million or an average price of 50.4%, resulting in a gain on
the extinguishment of debt of $55.2 million.  Since June 30, 2009,
the Company has repurchased (or agreed to repurchase) roughly
$255.3 million in aggregate principal amount of its outstanding
senior notes for an aggregate purchase price of $177.7 million
plus accrued and unpaid interest.  The repurchases were expected
to result in a gain on extinguishment of debt of $73.2 million,
net of the write-off of unamortized discounts and debt issuance
costs related to these notes.

As reported by the Troubled Company Reporter on August 21, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Beazer Homes to 'CCC' from 'SD' (selective default).
The outlook is negative.  The issue-level rating on the senior
unsecured notes remains unchanged at 'D' reflecting S&P's
expectation that additional discounted repurchases or a similar
restructuring are likely.  S&P's '5' recovery rating is also
unchanged and indicates its expectation for a modest (10%-30%)
recovery in the event of default.  S&P has said the repurchases
constituted a distressed restructuring given the steep discount
and the significant relative size of transactions.


CARDTRONICS INC: Moody's Lifts Ratings to 'B2', Gives Pos. Outlook
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Cardtronics,
Inc., to B2 from B3.  The outlook was changed to positive.  This
concludes the ratings review that was initiated in August 2009.

The ratings upgrade reflects Moody's expectation of continued
consistent growth in company's core business operations,
improvement in profitability and continued debt reduction.  The
ratings upgrade also takes into consideration management's
commitment to manage capital expenditures at a level much below
its historical levels, thus improving free cash flow generation,
reducing leverage and improving liquidity.

Over the last nine months, Cardtronics has demonstrated stability
in top line revenues despite the weakness in broad macro
environment.  The company has exhibited improvement in its
profitability due to a shift to its higher margin large-account
ATM placement, branding and international business.  Further, the
company has improved its positive free cash flow generation by
reducing its capital expenditures.

Ratings upgraded include:

  -- Corporate family rating to B2 from B3

  -- Probability of default rating to B2 from B3

  -- $300 million subordinated debt rating to B3, LGD4, 69% from
     Caa1, LGD4, 67%

The ratings outlook is positive.

The B2 rating reflects Cardtronics' leading position in the global
ATM industry, the stability of recurring revenues from long term-
service contracts, and the favorable credit profile of its large
national, retail and convenience store clients.  Cardtronics also
shows strong service delivery performance as measured by system
availability, which is in excess of 98%; this leads to high client
retention in the company-owned accounts.  The increased diversity
of Cardtronics' revenue base due to its expanding operations in UK
and Mexico as well as company's foray into stored value cards are
other positive factors for the rating.

The rating is constrained by the on-going secular trend from paper
to plastic as the use of checks and cash is replaced by increasing
use of debit and credit cards.  Although, the company has
benefited in the last twelve months from a shift in customer
preference of using cash instead of credit cards due to adverse
macro economic conditions, Moody's believes that with an
improvement in the economy, the longer term secular trend will
continue.  Further, the rating is constrained by the company's
improving but still high debt leverage (debt / EBITDA less capital
expenditures), modest free cash flow / debt metric, still low
interest coverage, moderate customer concentration, and company's
relatively high acquisition appetite.

The positive outlook reflects Cardtronics' momentum in improving
its leverage profile and cash flow generation while growing its
transaction volume.  It further anticipates continued growth in
bank branding and outsourcing revenues and new contract wins.

The previous rating action occurred on August 20, 2009, when
Moody's placed Cardtronics' ratings under review for an upgrade.

Cardtronics Inc, which is headquartered in Houston, TX, is a
leading ATM operator with approximately 32,880 ATMs located in all
50 states of the United States, including 2,530 ATMs located in
the United Kingdom, and 2,100 ATMs located in Mexico.  The company
had revenues of $489 million for the last twelve months ended
September 30, 2009.


CORUS BANKSHARES: Delays Filing of September 30 Quarterly Report
----------------------------------------------------------------
Corus Bankshares, Inc., has determined that it is unable to timely
file its Quarterly Report on Form 10-Q for the quarter ending
September 30, 2009.  Moreover, the Company expects that it will
not be able to file the Form 10-Q within the five-day extension
permitted by the rules of the U. S. Securities and Exchange
Commission.

On September 11, 2009, Corus Bank, N.A., the wholly owned
subsidiary of Corus Bankshares, Inc., was closed by the Office of
the Comptroller of the Currency and the Federal Deposit Insurance
Corporation was appointed as receiver of Corus Bank.  Since that
time, the Company has been working diligently with its financial
and professional advisers in considering its future options.
These efforts during the last several months have prevented the
Company from finalizing its financial statements on time to file
the Form 10-Q within the prescribed time period without
unreasonable effort and expense.  Additionally, the Company's
independent registered public accounting firm had resigned on
August 31, 2009.  The Company is still in the process of
identifying a successor firm.

The results for the quarter ending period of September 30, 2009,
will exclude the results of operations of Corus Bank due to being
placed into receivership.  Corus Bank was a significant component
of the Company's operations.  The Company is also considering its
options for the basis of presentation.

Corus Bank, N.A., was the banking subsidiary of Chicago, Illinois-
based Corus Bankshares, Inc. (NASDAQ: CORS).  Corus Bank was
closed September 11 by regulators and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

As of June 30, 2009, Corus Bank had total assets of $7 billion and
total deposits of approximately $7 billion.  MB Financial Bank
will pay the FDIC a premium of 0.2 percent to assume all of the
deposits of Corus Bank.  In addition to assuming all of the
deposits of the failed bank, MB Financial Bank agreed to purchase
approximately $3 billion of the assets, comprised mainly of cash
and marketable securities.  The FDIC will retain the remaining
assets for later disposition.


CATHOLIC CHURCH: Bishop Designation as Debtor Denied
----------------------------------------------------
The Unofficial Committee of Abuse Survivors for the Catholic
Diocese of Wilmington, Inc., has asked the U.S. Bankruptcy Court
for the District of Delaware, pursuant to Rule 9001(5) of the
Federal Rules of Bankruptcy Procedure, to designate Bishop W.
Francis Malooly as the "Debtor" for purposes of (i) examination
under Section 343 of the Bankruptcy Code, and (ii) filing the
Diocese's schedules of assets and liabilities and statement of
financial affairs under Section 521 of the Bankruptcy Code.

Bishop Malooly is the bishop of the Diocese of Wilmington and the
sole member of Catholic Diocese of Wilmington, Inc.  As the
bishop, Bishop Malooly is the highest ranking ecclesiastical
clergy in CDOW, and signed the Debtor's petition.  However, in the
Diocese's corporate resolution authorizing the commencement of the
bankruptcy case, the Diocese designated Fr. J. Thomas Cini as its
representative for the purposes of signing all other pleadings,
including the Schedules and SOFA, relates Thomas S. Neuberger,
Esq., at The Neuberger Firm, P.A., in Wilmington, Delaware.

For reasons set forth on the record, Judge Christopher S. Sontchi
of the U.S. Bankruptcy Court for the District of Delaware denied
the Survivors' Committee's request.

Prior to the order, the Survivors Committee responded to the
Diocese's objection to the request, arguing that the Court should
order Bishop Malooly to sign the Schedules and SOFA because the
buck stops with the Bishop because he is the sole member of the
Diocese corporation.  The Survivors Committee also pointed out
that survivors, who want accountability from the Diocese and from
its sole leader, should have the opportunity to examine the man in
charge.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse. Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000.


CATHOLIC CHURCH: U.S. Trustee Appoints Wilmington Creditors Panel
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, appoints
seven members to the Official Committee of Unsecured Creditors in
the Catholic Diocese of Wilmington, Inc.'s Chapter 11 case:

  (1) James J. Holman;

  (2) Matthias C. Conaty;

  (3) Scott R. Mauchin;

  (4) Jeff Rose;

  (5) John Michael Vai;

  (6) William Heaney, estate representative for Kevin Heaney;
      and

  (7) Mary K. Dougherty.

It says the diocese is being defended by an insurance company.

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse. Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000.


CATHOLIC CHURCH: Wilmington Sec. 341 Meeting Scheduled for Dec. 1
-----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of the Catholic Diocese of Wilmington, Inc., on December 1, 2009,
at 10:00 a.m., at The Double Tree Hotel, at 700 King Street, in
Wilmington, Delaware.

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

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

                  About the Diocese of Wilmington

The Diocese of Wilmington covers Delaware and the Eastern Shore of
Maryland and serves about 230,000 Catholics.  The Delaware diocese
is the seventh Roman Catholic diocese to file for Chapter 11
protection to deal with lawsuits for sexual abuse. Previous
filings were by the dioceses in Spokane, Washington; Portland,
Oregon; Tucson, Arizona; Davenport, Iowa, Fairbanks, Alaska; and
San Diego, California.

The bankruptcy filing automatically stayed eight consecutive abuse
trials scheduled in Delaware scheduled to begin October 19.  There
are 131 cases filed against the Diocese, with 30 scheduled for
trial.

The Diocese filed for Chapter 11 on Oct. 18, 2009 (Bankr. D. Del.
Case No. 09-13560).  Attorneys at Young Conaway Stargatt & Taylor,
LLP, serve as counsel to the Diocese.  The Ramaekers Group, LLC is
the financial advisor.  The petition says assets range $50,000,001
to $100,000,000 while debts are between $100,000,001 to
$500,000,000.


CERF BROS: To Sell Assets to CBBC Acquisition for $3.4 Million
--------------------------------------------------------------
Rick Desloge at St. Louis Business Journal relates that Cerf Bros.
Bag Co. is set to be sold as part of a prepackaged deal to CBBC
Acquisition LLC, company created by Andrew Srenco of Ladue, for
$3.4 million.

Mr. Desloge says that the Hon. Kathy Surratt-States of the U.S.
Bankruptcy Court for the Eastern District of Missouri approved the
auction if another buyer surfaces and tops CBBC's $3.4 million
offer.

Based in St. Louis, Missouri, Cerf Bros. Bag Co. --
http://www.cerfbag.com/-- makes bags and protection gear for
outdoor.  The company filed for Chapter 11 protection on Nov. 2,
2009 (Bankr. E.D. Mo. Case No. 09-51141).  Steven Goldstein, Esq.,
at Goldstein & Pressman, P.C., represents the Debtor in its
restructuring efforts.  In its petition, the Debtor has assets of
$2,274,946, and total debts of $7,024,869.


CHA HAWAII: Hawaii Medical Expected to Exit Chapter 11 Soon
-----------------------------------------------------------
Karen Shideler at The Wichita Eagle relates that CHA fka
Cardiovascular Hospitals of America expects that its Hawaii
Medical Center to exit Chapter 11 by now.

Ms. Shideler says that CHA is still waiting for a judge to look at
all the plan and decide what to do.  CHA's vice president for
communication, Malik Idbeis, has not yet looked at a plan filed by
unsecured creditors, she adds.

A hearing in the bankruptcy proceedings is Set for Nov. 23, 2009,
in Honolulu, Ms. Shideler notes.

Wichita, Kansas-based CHA Hawaii LLC, and its affiliates --
including Hawaii Medical Center LLC -- filed for Chapter 11
protection on Aug. 29, 2008 (Bankr. D. Del. Case No. 08-12027).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed assets of between $1 million and $10 million and
liabilities of between $50 million and $100 million when they
filed for bankruptcy.


CHAMPION ENTERPRISES: Files for Chapter 11 to Sell Business
-----------------------------------------------------------
Champion Enterprises, Inc., and its domestic operating
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.  The Company is taking
this action to improve its capital structure and further
strengthen its competitive position.  The Company's operations in
the United Kingdom and Canada were not included in and will not be
impacted by the filing.

In conjunction with the filing, the company has obtained a
$40 million debtor-in-possession credit facility from certain of
its current lenders that will be available to fund postpetition
operating expenses and to ensure that it continues to meet its
obligations to employees, customers, and trade partners.  A
portion of these funds will be available for use outside the U.S.
to ensure the continued adequacy of working capital for the
Company's non-U.S. operations.

The Company expects that this restructuring will be accomplished
through a court-supervised sale of its operations.  The Company
chose to pursue a broader sale process in which its lenders and
others may participate after opting not to accept a third party
offer for the company.  To that end, the company's investment
banker has already received initial indications of interest from a
number of parties expressing a desire to participate in this sale
process over the coming weeks.

"Our company has operated for many years with a significant debt
load.  As we've had to downsize to keep up with the declining
markets, this debt has become increasingly burdensome," said
Champion Chairman, President and Chief Executive Officer William
C. Griffiths.  "Despite our best efforts to reposition the company
for diversified growth, the continued challenging economic
conditions both here and abroad have negatively impacted our
capacity for debt.

"As a result, management and the Board decided that the Chapter 11
process provides us with the timeliest and orderly means to
restructure our debt obligations and facilitate a sale and
recapitalization of the Company so we can be best positioned to
capitalize on future opportunities.  Filing for Chapter 11 will
allow us to maintain our going concern value for the benefit of
our stakeholders while we address current market realities."

Mr. Griffiths noted that in response to the challenging housing
market and impaired capital markets, Champion has already
successfully implemented a number of initiatives aimed at
improving operating performance, including the reduction of
overhead costs, closure or idling of 15 underperforming
manufacturing facilities in the U.S. since mid-2006, staff
reductions at operating plants to better match current demand
levels, increased focus on multi-family, military and commercial
sales opportunities and enhancement of single-family home product
offerings.

"Our balance sheet is the problem, not our operations.  The next
step in our reorganization is to restructure our balance sheet and
position our company to capitalize on the anticipated recovery in
the residential and commercial construction markets," said Mr.
Griffiths.

The Company emphasized that daily operations are expected to
continue throughout the restructuring.  The company filed nearly
20 "first-day motions" covering the continuation of employees and
business operations, as well as post-petition DIP financing, the
continuation of supplier payments, customer warranty programs and
retailer rebate programs, and other case administration matters.
The Company anticipates that these first-day motions will be heard
this week.  Pursuant to the relief requested in those motions,
homes will be sold, manufactured and delivered as normal and
employees will be paid and continue to receive the same benefits
as before the filing.

"Despite the current challenges in our core markets, we still
believe there are considerable opportunities in the factory-built
construction industry in the future," said Mr. Griffiths.
"Addressing our liabilities through the Company's bankruptcy
filing is the last step in a comprehensive restructuring we began
some time ago.  We fully expect to proceed through this
restructuring swiftly and with the strong support of our lenders.
Throughout the process we will continue designing and
manufacturing high quality products for our retailers, builders
and developers."

The Company filed its voluntary petitions in the U.S. Bankruptcy
Court for the District of Delaware in Wilmington.

                    About Champion Enterprises

Troy, Michigan-based Champion Enterprises, Inc. --
http://www.championhomes.com/-- operates 27 manufacturing
facilities in North America and the United Kingdom distributing
its products through independent retailers, builders and
developers.  The Champion family of builders produces manufactured
and modular homes, as well as modular buildings for government and
commercial applications.

As of July 4, 2009, the Company had $596.4 million in total
assets; and total current liabilities of $269.6 million, long-term
debt of $193.5 million, deferred tax liabilities of $38.1 million,
and other long-term liabilities of $31.4 million; resulting in
shareholders' equity of $63.6 million.


CIB MARINE: Incurs $13.9 Million Net Loss in Third Quarter 2009
---------------------------------------------------------------
The Business Journal of Milwaukee reports that CIB Marine
Bancshares Inc. recorded a net loss of $13.9 million for the third
quarter, compared with a net loss of $11.2 million a year earlier.

The report adds that the Company's total assets were
$779.7 million as of Sept. 30, 2009, compared with $906 million as
of Dec. 31, 2008.  Company official said the decline in assets
reflected lower loan balances and planned reductions in the
company's investment portfolio, report says.

CIB Marine Bancshares, Inc. (PINKSHEETS: CIBH) --
http://www.cibmarine.com/-- is a one-bank holding company with 17
banking offices in central Illinois, Wisconsin, Indiana, and
Arizona.

CIB Marine Bancshares is asking holders of its trust preferred
securities to give advance approval of a pre-packaged plan of
reorganization under Chapter 11 of the Bankruptcy Code that would
involve conversion of their debt securities to preferred stock.

Under the Plan of Reorganization, roughly $105.3 million of high-
interest cumulative indebtedness would be exchanged for 55,624
shares of Series A 7% fixed rate perpetual noncumulative preferred
stock with a stated value of $1,000 per share and 4,376 shares of
Series B 7% fixed rate convertible perpetual preferred stock with
a stated value of $1,000 per share.  Each share of CIB Marine's
Series B Preferred would be convertible into 4,000 shares of the
Company's common stock only upon the consummation of a merger
transaction involving the company.  The Company Preferred would
have no stated redemption date and holders could never force the
Company to redeem it.

According to the Troubled Company Reporter on Nov. 2, 2009, CIB
Marine Bancshares, Inc. disclosed that the federal bankruptcy
court has confirmed the company's pre-packaged plan of
reorganization under Chapter 11 of the United States Bankruptcy
Code.


CIRCUIT CITY: CMAT, DMARC Bought Claims in October
--------------------------------------------------
The Bankruptcy Clerk recorded claims that changed hands in
October 2009:

                                           Claim     Amount
Transferor           Transferee           Number    Transferred
----------           ----------           ------    -----------
AWE - Ocala, Ltd.    Wells Fargo Bank      12416       $709,411
                       Northwest, NA

BPP-CONN LLC         CCMS 2005-CD1 Hale    12512      1,148,434
                       Road, LLC

BPP-NY LLC           DMARC 2006-CD2        12508      1,208,558
                       Poughkeepsie,
                       LLC

BPP-OH, LLC          CGCMT 2006-C5          7063        797,263
                       Glenway Avenue,
                       LLC

BPP-VA, LLC          DMARC 2006-CD2         7422        932,010
                       Davidson Place,
                       LLC

CC Kingsport 98,     CMAT 1999-C2 Idle     12167        488,502
  LLC                  Hour Road, LLC

CC Kingsport 98,     CMAT 1999-C2 Idle     13133          2,663
  LLC                  Hour Road, LLC

Circuit NH Corp.     412 South Broadway     5020        118,772
                       Realty LLC          12282        604,013
                                           13397        604,013

GA Salem LLC         412 South Broadway     8235         81,829
                       Realty LLC          12568        569,140

Holiday Foliage,     VonWin Capital          809        131,289
  Inc.                 Management, LP

Novogroder Abilene,  Abilene-Ridgemont,     6440        127,132
  LLC                  LLC                 12241      6,792,167


The Bankruptcy Clerk recorded claims that changed hands in
November 2009:

                                          Claim       Amount
Transferor           Transferee           Number    Transferred
----------           ----------           ------    -----------
1965 Retail LLC      Liquidity Solutions,  12791     $7,358,425
                       Inc.

Citrus Park CC, LLC  Donald L. Emerick,    12218      1,804,842
                       Sr.

OLP CCANTIOCH LLC    GECMC 2005-C2         12186        454,918
                       Hickory Hollow,     14421          9,418
                       LLC

OLP CCFAIRVIEW       GECMC 2005-C2 Ludwig  12179        305,509
  Heights LLC          Drive, LLC          14402         18,583

OLP CCFERGUSON LLC   GECMC 2005-C2 CC      12190        323,963
                       Parent, LLC         14418          7,447

OLP CCFLORENCE LLC   GECMC 2005-C2 CC      12267        237,942
                       Mall Road, LLC      14437         14,812

OLP CCST LOUIS LLC   GECMC 2005-C2 South   12180        358,657
                       Lindbergh, LLC      14420         22,277

                        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: InterTAN CCAA Stay Extended to Jan. 31
----------------------------------------------------
At the request of InterTAN Canada Ltd. and Tourmalet Corporation,
Honorable Justice Geoffrey B. Morawetz of the Superior Court of
Justice (Commercial List) for the Province of Ontario extended
the Applicant's stay period to January 31, 2010.  The stay was
previously extended until October 31, 2009.

By the Court's October 26, 2009 order, the Applicants' cash flow
projections for the weeks ended July 3, 2009, to October 30,
2009, sealed by the Court's June 29, 2009 order are unsealed.

As detailed in the Tenth Report of the Monitor, Alvarez & Marsal
Canada ULC, the appointed monitor, and the Applicants have made
substantial progress in reviewing, reconciling, and administering
claims filed in the claims processes implemented by the Court
pursuant to its Orders dated February 10, 2009, and July 29,
2009.  However, a significant number of claims still remain to be
reviewed and determined.

The stay extension will allow the Monitor, together with the
Applicants, to continue to deal with post-closing matters arising
out of the Asset Purchase Agreement, and to continue to implement
the Claims Process with the goal of effecting stakeholder
distributions in a timely and efficient manner.

                        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: InterTAN Wants to Set Claims Resolution Process
-------------------------------------------------------------
InterTAN Canada Ltd. and Tourmalet Corporation sought and
obtained an order from the Honorable Justice Geoffrey B. Morawetz
of the Superior Court of Justice (Commercial List) for the
Province of Ontario:

  (a) approving a process for the determination and resolution
      of claims filed with respect to the Applicants -- Pre-
      Filing Claims -- pursuant to the Order dated February 10,
      2009.

  (b) approving a process for the calling, barring,
      determination, and resolution of claims against the
      Applicants that arose on or after November 10, 2008,
      arising from or caused by the repudiation by an Applicant
      of any contract, lease, or other agreement, whether
      written or oral, as part of the proceedings, or caused
      by any other step of the Applicants taken as part of the
      CCAA proceedings -- Restructuring Claims.

  (c) approving a process for the calling, baring,
      determination, and resolution of any claims of any person
      against a director or officer of an Applicant, who is
      indemnified by the Applicants pursuant to the Initial CCAA
      Order dated November 10, 2008, relating to the failure of
      the Applicants to make certain payments, which arose or
      arises or has been or may be sustained or incurred by any
      reason of or in relation to the director or officer's
      capacity as a director or officer of an Applicant -- D&O
      Claims.

Pursuant to the Initial CCAA Order, Alvarez & Marsal Canada, ULC
was appointed as Monitor of the Applicants pursuant to the CCAA.

Under the Pre-Filing Claims Process Order, the bar date for
creditors to advance Pre-Filing Claims was March 16, 2009.

According to Jeremy Dacks, Esq., at Osler, Hoskin & Harcourt, in
Toronto, Ontario, 566 Pre-Filing Claims were filed.  Since the
Pre-Filing Claims Bar Date, the Monitor has been acting, together
with the Applicants, to review and reconcile as many of the Pre-
Filing Claims as possible.

In connection with the closing of the Sale Transaction with
respect to, among other things, the sale of substantially all of
the assets and operations of InterTAN to 4458729 Canada Inc., a
direct wholly owned subsidiary of Bell Canada, and consistent
with the Closing Payments Order dated June 29, 2009, the amounts
required to be paid after closing have all been paid.  The
Monitor is holding the balance of the Sale Proceeds in trust
pending distribution as further directed by the Court or
contemplated by the Closing Payments Order, Mr. Dacks related.

Before proceeding with any distributions to creditors from the
Sale Proceeds, the Applicants must establish a claims process for
the calling and barring of Restructuring Claims and D&O Claims,
and for the determination and resolution of the Post-Filing
Claims and the Pre-Filing Claims, Mr. Dacks said.

The proposed Claims Process was developed in consultation with
the Monitor and outlined in the Ninth Report of the Monitor.  It
includes:

  (a) Process for the calling and barring of Post-Filing Claims;
      and

  (b) Formal claims resolution process applicable to both Pre-
      Filing Claims and Post-Filing Claims.

The Claims Process would allow the Applicants to identify the
universe of Post-Filing Claims, and to provide a mechanism for
the proper and consistent administration and resolution of both
the Pre-Filing Claims and the Post-Filing Claims, Mr. Dacks told
the Court.

A copy of the Claims Process Order, including exhibits, is
available at no charge at:

http://bankrupt.com/misc/InterTAN_OrdClaimsProcess072909.pdf

                    Ninth and Tenth Reports

Honorable Justice Geoffrey B. Morawetz of the Superior Court of
Justice (Commercial List) for the Province of Ontario has
approved the Ninth and Tenth Reports of the Monitor.

The Ninth Report provides the Court and the Applicants'
stakeholders with information concerning the Applicants' Motion
to establish a claims process post-filing claims, specifically,
for director and officer claims -- D&O Claims -- and for claims
arising from and after November 10, 2008 -- Restructuring Claims.

The Tenth Report provides the Court and the Applicants'
stakeholders with information concerning the Applicants' Motion
to extend the stay period.  The Court has extended the stay until
January 31, 2010.

Copies of the Ninth and Tenth Reports are available at no charge
at:

    http://bankrupt.com/misc/InterTAN_9thMonitorReport.pdf
    http://bankrupt.com/misc/InterTAN_10thMonitorReport.pdf

                        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).


CLEAR CHANNEL: Posts Net Loss of $92.7 Million in Q3 2009
---------------------------------------------------------
Clear Channel Communications, Inc. reported a consolidated net
loss of $92.7 million for the three months ended September 30,
2009, compared with a consolidated net loss of $80.2 million for
the same period in 2008.

For the nine months ended September 30, 2009, consolidated net
loss was $4.2 billion compared with consolidated net income of
$1.0 billion in the same period of 2008.

Consolidated revenue decreased $290.6 million to $1.4 billion
during the third quarter of 2009 compared to the same period of
2008.  Radio broadcasting revenue declined $140.7 million from
decreases in both local and national advertising.  International
outdoor revenue declined $95.6 million, with approximately
$25.9 million from movements in foreign exchange. Americas outdoor
revenue declined $57.2 million primarily from a decline in
bulletin, poster and airport revenue.

Consolidated revenue decreased $1.0 billion during the first nine
months of 2009 compared to the same period of 2008.  Radio
broadcasting revenue declined $480.6 million from decreases in
both local and national advertising.  International outdoor
revenue declined $379.0 million, with approximately $145.7 million
from movements in foreign exchange.  Americas outdoor revenue
declined $189.8 million primarily from a decline in bulletin,
poster and airport revenue.

The Company said that global economic downturn adversely affected
advertising revenues across the Company's businesses in recent
months.  As a result, the Company performed an impairment test in
the second quarter of 2009 and recognized a non-cash impairment
charge to its indefinite-lived intangible assets, definite-lived
intangible assets, certain depreciable assets and goodwill of
approximately $4.0 billion.

Interest expense increased $56.8 million and $646.3 million during
the third quarter and first nine months of 2009, respectively,
compared to the same periods of 2008 primarily from an increase in
outstanding indebtedness due to the merger.

Other income of $222.3 million in the third quarter of 2009
primarily relates to an aggregate gain of $229.0 million on the
third quarter open market repurchases of certain of the Company's
senior notes.

Other income of $649.7 million during the first nine months of
2009 relates to the third quarter repurchases discussed above and
an aggregate gain of $373.7 million on the second quarter
repurchase of certain of the Company's senior toggle notes and
senior cash pay notes.  In addition, $66.6 million relates to the
second quarter open market repurchase of certain of the Company's
senior notes.

Income from discontinued operations of $639.2 million recorded
during the nine months ended September 30, 2008, primarily relates
to a gain of $635.6 million, net of tax, related to the sale of
the Company's television business and the sale of radio stations.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $17.7 billion in total assets and $24.7 billion in total
liabilities, resulting in a $7.0 billion total members' deficit.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?496c

A full-text copy of the Company's amended "Management's Discussion
and Analysis of Financial Condition and Results of Operations" for
the quarterly period ended September 30, 2009, is available for
free at http://researcharchives.com/t/s?496d

               Significant Sources and Uses of Cash

Cash provided by operating activities of $10.1 million for the
first nine months of 2009 primarily reflects a consolidated loss
before discontinued operations of $4.2 billion adjusted for non-
cash impairment charges of $4.0 billion related to goodwill and
intangible assets, depreciation and amortization of $574.0 million
and $176.9 million related to the amortization of debt issuance
costs and accretion of fair value adjustments from the debt issued
to consummate the merger.  In addition, the Company recorded a
$669.3 million gain on the extinguishment of debt, deferred taxes
of $118.6 million and a $20.7 million loss in equity of
nonconsolidated affiliates primarily due to a $19.7 million
impairment of equity investments in the Company's International
segment.

Cash provided by operating activities of $1.1 billion for the
first nine months of 2008 primarily reflects income before
discontinued operations of $378.6 million plus depreciation and
amortization of $456.9 million and deferred taxes of
$150.3 million.  In addition, the Company recorded $96.3 million
in equity in earnings primarily related to a $75.6 million gain in
equity in earnings of nonconsolidated affiliates related to the
sale of the Company's 50% interest in Clear Channel Independent
based on the fair value of the equity securities received.  The
Company also recorded a net gain of $27.0 million on the
termination of its secured forward sales contracts and sale of its
American Tower Corporation shares.

Cash used in investing activities was $67.0 million for the nine
months ended September 30, 2009.  The Company spent $33.5 million
for non-revenue producing capital expenditures in its Radio
segment.  The Company spent $58.1 million in its Americas segment
for the purchase of property, plant and equipment mostly related
to the construction of new billboards and $55.9 million in its
International segment for the purchase of property, plant and
equipment related to new billboard and street furniture contracts
and renewals of existing contracts.  The Company received proceeds
of $41.4 million primarily related to the sale of its remaining
investment in Grupo ACIR.  In addition, the Company received
proceeds of $40.9 million primarily related to the disposition of
radio stations and an airplane.

Cash used in investing activities of $17.92 billion during the
nine months ended September 30, 2008,  principally reflects cash
used in the acquisition of Clear Channel of $17.4 billion.  For
the nine months ended September 30, 2008, the Company spent
$45.9 million for non-revenue producing capital expenditures in
its Radio segment.  The Company spent $106.0 million in its
Americas segment for the purchase of property, plant and equipment
mostly related to the construction of new billboards and
$131.9 million in its International segment for the purchase of
property, plant and equipment related to new billboard and street
furniture contracts and renewals of existing contracts.  The
Company spent $174.1 million for the purchase of outdoor display
faces and additional equity interest in international outdoor
companies, representation contracts and two FCC licenses.  In
addition, the Company received proceeds of $34.5 million primarily
from the sale of radio stations and $40.0 million in proceeds
primarily related to the sale of Americas and International
assets.

Cash provided by financing activities of $1.2 billion for the
first nine months of 2009 principally reflects a draw of remaining
availability of $1.7 billion under the Company's $2.0 billion
revolving credit facility.  The Company redeemed the remaining
principal amount of its 4.25% senior notes at maturity with a draw
under the $500.0 million delayed draw term loan facility that is
specifically designated for this purpose.  The Company's wholly-
owned subsidiaries, CC Finco and CC Finco II, LLC, together
repurchased certain of the Company's outstanding senior notes for
$300.9 million.  In addition, during the first nine months of
2009, the Americas outdoor segment purchased the remaining 15%
interest in the Company's fully consolidated subsidiary, Paneles
Napsa S.A., for $13.0 million and the International outdoor
segment acquired an additional 5% interest in the Company's fully
consolidated subsidiary, Clear Channel Jolly Pubblicita SPA, for
$12.1 million.

Cash used in financing activities of $15.9 billion for the first
nine months of 2008 principally reflects $15.4 billion in debt
proceeds used to finance the acquisition and an equity
contribution of $2.1 billion to finance the merger.  Also included
in financing activities are the redemption of the Company's
4.625% senior notes due 2008 and 6.625% senior notes due 2008 at
their maturity for $625.0 million plus accrued interest,
$639.2 million related to the cash tender offer for AMFM Operating
Inc.'s 8% senior notes due 2008, $363.9 million related to the
cash tender offer and consent solicitation for the Company's
7.65% senior notes due 2010 and $93.4 million in dividends paid.

                     Discontinued Operations

During the first nine months of 2008, the Company completed the
sale of its television business to Newport Television, LLC for
$1.0 billion and completed the sales of certain radio stations for
$110.5 million.  The cash received from these sales was recorded
as a component of cash flows from discontinued operations during
the first quarter of 2008.

                       About Clear Channel

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

The Troubled Company Reporter stated on Sept. 7, 2009, that
Moody's changed Clear Channel Communications, Inc.'s Probability-
of-Default rating to Caa3/LD from Caa3, reflecting Moody's view
that the recently completed exchange offer (which expired at 12:00
midnight EST on Aug. 27, 2009) constitutes an effective distressed
exchange default. Moody's expect to remove the "/LD" designation
shortly.  The outlook remains negative.  "Clear Channel's ratings
and negative outlook continue to reflect Moody's expectation that
the company will likely need to restructure its balance sheet,
either due to a violation of its senior secured leverage covenant
over the next several quarters, or within the next few years as
the company faces material maturities of debt with insufficient
liquidity to meet them and to much leverage to attract refinancing
capital," stated Neil Begley, a Moody's Senior Vice President.
Therefore, Moody's continues to believe that the company's capital
structure is unsustainable.


COHARIE HOG FARM: Sec. 341 Meeting Set for December 9
-----------------------------------------------------
The U.S. Trustee will convene a meeting of Coharie Hog Farm Inc.'s
creditors on December 9, 2009.

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

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the Company's financial affairs and
operations that would be of interest to the general body of
creditors.

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

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


CONGOLEUM CORP: Posts $1.9 Million Net Loss in Q3 2009
------------------------------------------------------
Congoleum Corp. reported a net loss of $1.9 million for the three
months ended September 30, 2009, compared with a net loss of
$10.1 million in the same period in 2008.

For the nine months ended September 30, 2009, the Company had a
net loss of $7.0 million, compared with a net loss of $8.2 million
in the same period in 2008.

Net sales for the three months ended September 30, 2009, were
$37.4 million as compared to $46.1 million for the three months
ended September 30, 2008, a decrease of $8.7 million or 18.9%.
The Company attributed the sales decline to significantly lower
sales to the manufactured housing industry as well as continuing
weakness in the residential new construction and remodeling
categories.

Net sales for the nine months ended September 30, 2009, were
$106.8 million as compared to $140.9 million for the nine months
ended September 30, 2008, a decrease of $34.1 million or 24.2%.
The Company said the year-to-date sales shortfall reflects lower
sales to the manufactured housing industry as a result of sharp
reductions in manufactured and RV home production during 2009,
coupled with declines in new residential construction and
remodeling activity demand.

The loss from operations was $1.7 million for the three months
ended September 30, 2009, compared to a loss of $10.9 million for
three months ended September 30, 2008.  The three months ending
September 30, 2008, included an $11.5 million charge to add to the
reorganization related reserve.  The loss from operations for the
nine months ended September 30, 2009, was $6.8 million compared to
a loss from operations of $8.5 million for the same period last
year, which included a charge of $11.5 million to add to the
reorganization reserve.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheet
showed $157.3 million in total assets and $253.8 million in total
liabilities, resulting in a $96.5 million shareholders' deficit.

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?4973

                        Unrestricted Cash

Unrestricted cash and cash equivalents, including short-term
investments at September 30, 2009, were $14.1 million, a decrease
of $1.0 million from December 31, 2008.  Restricted cash of
$30.8 million at September 30, 2009, consists of insurance
settlement proceeds, the disposition of which is subject to court
order.  The Company expects to contribute these funds, less any
amounts withheld pursuant to reimbursement arrangements, to the
Plan Trust should the Bankruptcy Court confirm a plan pursuant to
Section 524(g) of the Bankruptcy Code.  Net working capital was a
negative $760,000 at September 30, 2009, and a negative
$1.6 million at December 31, 2008.

            Congoleum Files Second Amended Joint Plan

As reported by the TCR on Oct. 27, 2009, Congoleum Corp. filed
a Second Amended Joint Plan with the U.S. District Court for the
District of New Jersey on October 22, 2009.  The District Court
has scheduled a hearing to consider the adequacy of the disclosure
statement for the Second Amended Joint plan for December 7, 2009.
The confirmation hearings are scheduled to commence on March 29,
2010.

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

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

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

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

                       About Congoleum Corp.

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

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

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

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

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

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

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

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

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


CONSECO INC: Completes Private Sale of 16.4 Million Common Shares
-----------------------------------------------------------------
In a regulatory filing dated November 13, 2009, Conseco, Inc.
disclosed the completion of its previously-announced private sale
of 16.4 million shares of the Company's common stock, par value
$0.01 per share and warrants to purchase, upon exercise, an
aggregate of 5.0 million shares of Common Stock at an exercise
price of $6.50 per share (subject to adjustment for certain
events) to Paulson & Co. Inc. on behalf of the several investment
funds and accounts managed by it.  Pursuant to the Stock and
Warrant Purchase Agreement between the Company and Paulson, dated
as of October 13, 2009, Paulson paid an aggregate purchase price
of $77.9 million for the Securities.

In addition, on November 13, 2009, the Company issued
approximately $176.5 million of aggregate principal amount of
7.0% Convertible Senior Debentures due 2016 ("New Debentures") in
connection with the first closing of the previously-announced
private offering of up to $293.0 million aggregate principal
amount of New Debentures.

Finally, on November 13, 2009, the Company settled its tender
offer for any and all of its 3.50% Convertible Debentures due
September 30, 2035, that it launched on October 15, 2009, and
expired at midnight, New York City time, on November 12, 2009.

On November 13, 2009, the Company issued press releases announcing
(i) the expiration of the Tender Offer and the acceptance of all
of the Existing Debentures tendered and not withdrawn; (ii) the
completion of the Private Placement and (iii) the first closing of
the Company's previously-announced private offering of up to
$293.0 million aggregate principal amount of its New Debentures.

Full-text copies of the press releases are available for free at:

              http://researcharchives.com/t/s?4970
              http://researcharchives.com/t/s?4971
              http://researcharchives.com/t/s?4972

                       About Conseco Inc.

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

                         *     *     *

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

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


CONSECO INC: $176.5 Million of Debentures Validly Tendered
----------------------------------------------------------
Conseco, Inc., disclosed in a regulatory filing Friday the final
results of its tender offer for any and all of its outstanding
3.50% Convertible Debentures due September 30, 2035 (CUSIP Nos.
208464BH9 and 208464BG1).  In accordance with the terms and
conditions of the tender offer, and based on the final tabulation
by D.F. King & Co., Inc., the depositary for the tender offer, a
total of $176,490,761 aggregate principal amount of Existing
Convertible Debentures, representing approximately 60.2% of the
outstanding Existing Convertible Debentures, were validly tendered
and not withdrawn as of 12:00 midnight, New York City time, on
November 12, 2009.

Conseco further announced that it accepts for purchase all such
Existing Convertible Debentures that were validly tendered and not
withdrawn as of the Expiration Time on the Expiration Date.
Conseco will fund a substantial portion of the tender offer
consideration with the net proceeds from the initial closing of
Conseco's previously announced private offering of its 7.0%
Convertible Senior Debentures due 2016, and will fund the balance
of the tender offer consideration with the proceeds from the
closing of Conseco's previously announced private placement of
16.4 million shares of common stock and warrants to purchase
5.0 million shares of common stock to certain investment funds
managed by Paulson & Co. Inc.  Holders who validly tendered (and
did not withdraw) their Existing Convertible Debentures on or
prior to the Expiration Time on the Expiration Date will receive
an amount in cash equal to $1,000 for each $1,000 principal amount
of Existing Convertible Debentures tendered.  In addition, such
holders will receive accrued and unpaid interest to, but not
including, November 13, 2009.

After giving effect to the purchase of the tendered Existing
Convertible Debentures, Conseco will have outstanding
$116.5 million aggregate principal amount of Existing Convertible
Debentures.  Holders of Existing Convertible Debentures that
remain outstanding after the settlement of the tender offer will
continue to hold such Existing Convertible Debentures pursuant to
the terms of the indenture governing the Existing Convertible
Debentures, including the right to require Conseco to repurchase
such outstanding Existing Convertible Debentures on September 30,
2010, at a price in cash equal to 100% of the principal amount of
such Existing Convertible Debentures, plus any accrued and unpaid
interest to, but not including, the Repurchase Date.

                       About Conseco Inc.

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

                         *     *     *

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

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


CRUCIBLE MATERIALS: Talking with Buyer for Remainder of Assets
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Crucible Materials
Corp. said it's in discussions with a third party for the sale of
the remainder.  In the meantime, Crucible is asking a February 1
extension of its exclusive period to file a Chapter 11 plan.  The
exclusivity hearing is scheduled for Nov. 30.

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.


DATATEL INC: S&P Puts 'B' Corp. Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B'
corporate credit rating on Fairfax, Virginia-based Datatel Inc. on
CreditWatch with negative implications following the announcement
of an LBO with private-equity sponsors Hellman & Friedman LLC and
JMI Equity.  At the same time, S&P also placed the 'BB-' rating on
the first-lien senior secured credit facility and the 'B-' rating
on the second-lien senior secured credit facilities on Watch
Negative.

"While S&P believes Datatel's modest growth and sustained margin
improvements during the downturn in the U.S. economy demonstrated
operating resilience," said Standard & Poor's credit analyst
Joseph Spence, "the proposed financing will increase leverage and
reverse the company's positive deleveraging trend since its mid-
2006 dividend recapitalization."

"We plan to review the specific terms of the company's proposed
financing for the transaction and its impact on leverage and cash
flow to resolve the CreditWatch," added Mr. Spence.  The company's
operating resilience through the downturn and deleveraging trend
provide an offset to the increase in leverage.  It is likely that
a downgrade, if it occurred, would be limited to one notch.


DECODE GENETICS: Delays Quarterly Report, Mulls Bankruptcy Filing
-----------------------------------------------------------------
As deCODE genetics, Inc., disclosed in its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2009, deCODE had
sufficient resources to continue operations only into the second
half of the third quarter of 2009.  Resources for current
operations have been provided by a loan from Saga Investments,
LLC.

The Company is reviewing and preparing for available alternatives,
including a possible sale of certain assets to Saga or another
purchaser and a proceeding under Chapter 11 of the U.S. Bankruptcy
Code to facilitate such a transaction.  The Company's staff and
resources have been substantially committed to this effort, which
has had a direct impact on the Company's ability to complete its
Quarterly Report on Form 10-Q and on the ability of its
independent registered public accounting firm to complete its
review.  deCODE was unable to file its Quarterly Report on Form
10-Q within the prescribed period without unreasonable effort or
expense.  deCODE does not expect that such filing will be made
within five calendar days of the due date, as required for the
extension provided by Rule 12-25(c) under the Securities Exchange
Act of 1934.

The Company expects that earnings will be materially lower for the
third quarter of 2009 than the third quarter of 2008 because of
the termination of operations at the Company's facility in
Woodridge, Illinois and a decline in revenues from genotyping
services.  However, the Company is not at this time able to make a
reasonable estimate of the results of operations for the quarter
ended September 30, 2009.

Effective November 3, 2009, the secured promissory note dated
September 11, 2009, among deCODE genetics, MediChem Life Sciences,
Inc., deCODE Biostructures, Inc., and Saga, was further amended to
increase the principal amount thereof to $4,340,000 and to extend
the maturity date to November 11.

deCODE genetics' balance sheet at June 30, 2009, showed total
assets of $69.85 million and total liabilities of $313.92 million,
resulting in a stockholders' deficit of $244.07 million.  As of
June 30, 2009, the Company had cash and cash equivalents of
$3.80 million, compared to $3.70 million at Dec. 31, 2008.

                      About deCODE Genetics

deCODE genetics Inc. (Nasdaq: DCGN) -- http://www.decode.com/--
operates as a biopharmaceutical company that applies discoveries
in human genetics to develop drugs and diagnostics for common
diseases.  The Company serves pharmaceutical companies,
biotechnology firms, pharmacogenomics companies, government
institutions, universities, and other research institutions
primarily in the United States, Europe, and internationally.  The
Company was founded in 1996 and is headquartered in Reykjavik,
Iceland.


DENNIS SPIELBAUER: Can Sell 2 Real Properties in San Jose, Calif.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Dennis S. Spielbauer to sell his real property in 499
South 5th Street, San Jose, California to Wan Pin Yu and Pei
Chiang for $465,000.

As reported in the Troubled Company Reporter on Oct. 27, 2009, the
net proceeds from the sale, after payment of the property taxes to
the County of Santa Clara, liens to the City of San Jose,
5% commission to Intero Real Estate Services, closing costs, FTB
withholding and payment of U.S. Bank, will be paid out of escrow
to the lienholders in the order of their priority until all funds
have been disbursed.  The title will be passed to the buyers free
and clear of all liens.

In a separate Court order, the Debtor was also authorized to sell
its real property in 424 North 8th Street, San Jose, California to
Jack Lam and Gina Chann in the amount of $535,000.

The Debtor related that creditors Jeff and Lynne Kravitz and
William and Rhonda Little, have consented to the sale.

The Debtor is authorized to pay the liens of the County of Santa
Clara and the City of San Jose; a 5% sales commission to Intero
Real Estate Services, Inc; closing costs; Franchise Tax Board
withholding as necessary; the first deed of trust holder, then the
junior lien holders William and Rhonda Little, and then, Jeff and
Lynne Kravitz, and then to the bankruptcy estate.  The title will
be passed to the buyers free and clear of all liens.

The TCR reported that both properties were marketed by Intero Real
Estate Services.

                    About Dennis S. Spielbauer

Headquartered in San Jose, California, Dennis S. Spielbauer dba
Royal Pacific Properties, Golden Gate Financial Management filed
for Chapter 11 protection on March 10, 2009 (Bankr. N.D. Calif.
Case No. 09-51654).  David A. Boone, Esq., at the Law Offices of
David A. Boone, represents the Debtor.  When the Debtor
filed for protection from its creditors, he listed between
$10 million and $50 million each in assets of and debts.


DONALD KELLAND: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Donald Kelland
        Noel Kelland
        3411 N 5th Avenue, Suite 304
        Phoenix, AZ 85013

Case No.: 09-29392

Chapter 11 Petition Date: November 15, 2009

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

Debtor's Counsel: Phil Hineman, Esq.
                  Law Office Of Phil Hineman
                  3411 N. 5th Ave., Suite 304
                  Phoenix, AZ 85013
                  Tel: (602) 977-2859
                  Fax: (602) 977-2966
                  Email: phineman@hineman.com

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

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

The Debtor did not file a list of its 20 largest unsecured.


DUANE READE: Reports $10,689,000 Net Loss for Sept. 26 Quarter
--------------------------------------------------------------
Duane Reade Holdings, Inc., posted a net loss of $10,689,000 for
the 13 weeks ended September 26, 2009, from a net loss of
$22,329,000 for the same period ended September 27, 2008.
Holdings posted a net loss of $39,485,000 for the 39 weeks ended
September 26, 2009, from a net loss of $55,400,000 for the same
period ended September 27, 2008.

Net sales were $448,894,000 for the 13 weeks ended September 26,
2009, from $431,005,000 for the same period ended September 27,
2008.  Net sales were $1,372,467,000 for the 13 weeks ended
September 26, 2009, from $1,309,538,000 for the same period ended
September 27, 2008.

At September 26, 2009, Holdings had $725,237,000 in total assets
against $867,282,000 in total liabilities, resulting in
stockholders' deficit of $142,045,000.

"Our working capital balance was $32.9 million at September 26,
2009, compared to a working capital deficit of $13.3 million at
December 27, 2008.  Working capital reflects the classification of
outstanding borrowings under our asset-based revolving loan
facility of $112.4 million at September 26, 2009 and
$144.6 million at December 27, 2008 as current liabilities.  This
current classification is required because cash receipts
controlled by the lenders are used to reduce outstanding debt and
we do not meet the criteria to classify the debt as long-term, but
is not an indication that this credit facility is expected to be
retired within the next year.  This facility expires in July 2011
and we intend to continue to access it for our working capital
needs throughout its remaining term. The $32.2 million reduction
in the balance of our asset-based revolving loan facility at
September 26, 2009 as compared to December 27, 2008 is due to the
use of a portion of the proceeds from our August 2009 debt
refinancing to temporarily reduce outstanding borrowings under our
asset-based revolving loan facility.  As of September 26, 2009, we
had approximately $107.1 million available for borrowing under our
asset-based revolving loan facility," the Company said in a Form
10-Q filing with the Securities and Exchange Commission.

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?497e

Duane Reade Holdings, Inc. was formed in December 2003 by Oak Hill
Capital Partners, LP, a private equity firm to acquire Duane Reade
Inc. and its subsidiaries.  Approximately 99% of the common stock
of Holdings is owned by Duane Reade Shareholders, LLC, a parent
entity also established to effectuate the Acquisition.  The
Acquisition was completed on July 30, 2004 through the merger of
Duane Reade Acquisition -- a wholly-owned subsidiary of Holdings
-- into Duane Reade Inc. with Duane Reade Inc. being the surviving
entity and a wholly owned subsidiary of Holdings after the merger
transaction.

The Company has incurred losses since the Acquisition date due
primarily to the additional depreciation and amortization expense
relating to the stepped-up fair value of its assets on the
Acquisition date, and increased interest expense resulting from
Acquisition indebtedness.  The Company has an accumulated deficit
of $437.3 million at September 26, 2009.  The Company has
generated positive net cash flows from operations of $15.4 million
during the 39 weeks ended September 26, 2009, $44.3 million in
fiscal 2008, $19.3 million in fiscal 2007 and $11.6 million in
fiscal 2006.  During the third quarter of 2009, the Company
completed a number of debt refinancing transactions.

The Company's asset-based revolving loan facility contains a
single fixed charge coverage requirement which only becomes
applicable when borrowings exceed 90% of the borrowing base, as
defined in the agreement governing the asset-based revolving loan
facility.  The Company has never been subject to the financial
coverage requirement.  Historically, the Company's borrowings have
never exceeded 90% of the borrowing base, and the Company does not
expect to exceed this threshold during the remainder of 2009.  If
the fixed charge coverage ratio had been in effect during the 39
weeks ended September 26, 2009, the Company would have been in
full compliance with the covenant.

The Company intends to refinance or purchase the remaining
$51.7 million of outstanding senior subordinated notes due 2011
prior to their maturity date.  There can be no assurance that such
refinancing or purchase will actually take place.

The Company also noted its operating capital requirements
primarily result from opening new stores, remodeling and
renovating existing retail locations, purchasing pharmacy files
and the continuing development of management information systems.
The Company opened seven new stores during the 39 weeks ended
September 26, 2009, nine new stores during the 39 weeks ended
September 27, 2008, 15 new stores in fiscal 2008 and 10 new stores
in fiscal 2007.  In light of improved liquidity due to the
completion of the Company's August 2009 debt refinancing
transactions, its current capital spending plans include
approximately $60 million of capital spending in both 2009 and
2010, with approximately $40 million to $43 million related to
strategic growth during each period.  In addition, this growth
strategy will support 10 to 15 major store renovations in each of
2009 and 2010.  The capital plan includes a total of approximately
nine new store openings in 2009 and between 10 to 15 new stores in
2010.

                       Prospectus Supplement

Duane Reade has filed a Supplement to Prospectus dated November 6,
2009.  Duane Reade has commenced an offer to exchange $300,000,000
aggregate principal amount of its outstanding 11.75% Senior
Secured Notes due 2015, which were issued on August 7, 2009, for a
like aggregate principal amount of its registered 11.75% Senior
Secured Notes due 2015.  Both the initial notes and the exchange
notes are guaranteed on a senior secured basis by Holdings and by
all current and certain future domestic subsidiaries of Duane
Reade Inc.

The Supplement was filed to reflect Duane Reade's filing of its
quarterly report on Form 10-Q with respect to the quarter ended
September 26, 2009.

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.


EL PASO: Fitch Affirms Issuer Default Rating at 'BB+'
-----------------------------------------------------
Fitch Ratings has affirmed the ratings of El Paso Corp. and its
core pipeline and exploration and production subsidiaries.  A
complete list of ratings is included at the end of this release.
The Rating Outlook is Stable.  Approximately $13.6 billion in debt
is affected by the rating action.

The EP rating affirmation is reflective of the strength of the
company's interstate pipeline system franchise and the cash flow
stability and lower business risk profile that goes along with its
interstate pipeline portfolio, as well as the hedge positions and
cost improvements at the company's upstream business.  The ratings
recognize that EP is in the middle of a transformative capital
spending plan which will significantly increase both the size and
scope of, primarily, its pipeline system.  Fitch notes that this
spending program will weigh on EP metrics as the company works
towards completing its significant project backlog.  However, the
ratings consider the lower business risk, steady cash flow nature
of the proposed pipeline projects and reflect the belief that once
completed the pipeline projects should provide adequate
sustainable cash flow to support EP's debt levels.

EP is in the middle of a multi-year $8 billion capital expenditure
cycle, which will see EP grow its pipeline business significantly.
Fitch notes that these pipeline projects on a consolidated basis
will have over 90% of their revenue derived from capacity
reservation charges with primarily investment grade
counterparties, which should help mitigate commodity price/volume
exposure and decrease counterparty risk.  Funding for the projects
is expected to be completed from a combination of operating cash
flow, additional debt issuances both on a project financing basis
and possibly at the parent company level, additional dropdowns to
EP's pipeline Master Limited Partnership, El Paso Pipeline
Partners (Fitch Issuer Default Rating 'NR'), and through asset
sales.  Fitch expects that EP's consolidated credit metrics will
show relative weakness over the course growth capital spending,
but rebound to more rating appropriate levels as the incremental
EBITDA and cash flow generated by the new projects offsets
additional debt the company needs to take on to complete the
projects.  Fitch expects EP's leverage on a consolidated basis to
approximate 4.4 times in 2009 with operating EBITDA/interest
expense coverage of 3.1x based on Fitch estimates.

Other considerations regarding EP's capital spending include
construction risk, which remains a concern for EP's planned
pipeline projects.  Fitch notes that construction costs, which had
risen dramatically in the past few years, haven fallen more
recently as steel and labor costs have contracted significantly.
Additionally, this risk is offset in part by EP's push to lock in
pipe prices, share costs with its construction contractors,
contracted shippers, and enter into partnerships with joint
venture partners on select projects.

The ratings for the individual pipeline subsidiaries consider the
solid credit metrics and significant operating and financial
affiliations each pipeline has with EP.  Given this linkage the
pipelines are all rated one notch higher than EP, lower than their
standalone credit metrics and business risk profiles would
indicate.  EP's fleet of natural gas pipelines represented
approximately 54% of the company's consolidated operating EBITDA
for the first nine months of 2009 (adjusted for ceiling test
charges at El Paso Exploration & Production).  EP's pipeline
segment is comprised of seven separate majority owned pipeline
systems and four 50% owned systems.  Taken as a whole, the scale
and regional diversity the pipeline systems, which have access to
the principal U.S. supply basins and deliver into major consumer
markets, limits exposure to shifting natural gas supply/demand
dynamics.  Additional delivery flexibility is provided from
interconnected storage capacity and access to the Elba Island,
Georgia LNG receiving terminal.  Each of the pipelines and storage
facilities operates under FERC regulation.  Nearly 76% of segment
revenues are generated through non-volume sensitive capacity
reservation charges, limiting earnings and cash flow volatility.
However, FERC oversight does not provide meaningful credit 'ring-
fencing' to protect the pipelines from affiliated company risk.
Additionally, interests in two of EP's pipelines Tennessee Gas
Pipeline and El Paso Natural Gas are pledged as collateral to EP's
$1.5 billion secured revolving credit facility.

While each pipeline company has standalone operating and financial
characteristics at or higher than its current ratings, the debt
ratings are constrained due to the pipelines' affiliate
relationship with EP.  As subsidiaries of EP, EP management has
substantial control over its operations and finances, including
distributions.  EP's subsidiaries participate in EP's cash
management program, which matches short-term cash surpluses and
the needs of the participating affiliates.  The pipeline
subsidiaries have historically been cash providers under the cash
management program in exchange for long-term notes receivable from
EP.

The ratings at El Paso Exploration & Production primarily reflect
its operating and financial affiliations with EP.  EPEP's senior
secured credit facility is notched above the IDR, reflecting the
strong collateral position supporting this facility.  The ratings
also consider the higher business risk inherent in an E&P
operation due to its commodity price exposure.  EPEP operations
have improved with the company currently in the process of
upgrading its reserve portfolio while continuing to successfully
lower its finding, development and production costs.
Additionally, the company has hedged a significant portion of its
production in 2010, and 2011 which provides some comfort that
earnings and cash flow will exhibit some stability in the event of
a continued low commodity price environment.

The Stable Outlook is indicative of EP's cash flow stability
offset by the still significant leverage at the parent company and
the plans for increased capital expenditures.  Liquidity at the
consolidated entity is adequate with EP, as of Sept. 30, 2009,
reporting roughly $2.4 billion in consolidated liquidity;
consisting of $1 billion in cash and $1.4 billion in availability
under various credit facilities (excluding any cash and revolver
availability at EPB).

Fitch affirms these:

El Paso Corporation

  -- IDR at 'BB+';

  -- $1.5 billion senior secured revolving credit facility (2012)
     at 'BBB-';

  -- $500 million senior unsecured revolving credit facility
      (2011) at 'BB+';

  -- Senior unsecured notes and debentures at 'BB+';

  -- Perpetual preferred stock at 'BB-'.

El Paso Energy Capital Trust I

  -- Trust convertible preferred securities at 'BB-'.

Colorado Interstate Gas Company

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

El Paso Natural Gas Company

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Southern Natural Gas Company

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Tennessee Gas Pipeline Company

  -- IDR at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

El Paso Exploration & Production Company

  -- IDR at 'BB+';
  -- Senior secured revolving credit facility (2012) at 'BBB-';
  -- Senior unsecured debt at 'BB+'.

El Paso owns North America's largest interstate natural gas
pipeline network comprised of approximately 44,000 miles of pipe,
220 Bcf of storage capacity, and an LNG import facility with
1.2 Bcf per day of send-out capacity.  The company's upstream
operations included year-end 2008 estimated reserves of
2.5 trillion cubic feet equivalent of consolidated proven
reserves.


EMISPHERE TECHNOLOGIES: Posts $4 Million Net Loss in Q3 2009
------------------------------------------------------------
Emisphere Technologies, Inc., disclosed last week its financial
results for the third quarter and nine months ended September 30,
2009.

For the three months ended September 30, 2009, Emisphere reported
a net loss of $4.0 million, or $0.11 per basic and diluted share,
compared to a net loss of $5.1 million, or $0.17 per basic and
diluted share for the same period last year.

The operating loss for the three months ended September 30, 2009,
was $3.4 million, compared to an operating loss of $5.7 million in
the same period last year.  Total operating expenses for the three
months ended September 30, 2009, were $3.4 million; a decrease of
approximately $2.4 million, or 42%, compared to $5.8 million for
the same period last year.  Total operating expenses for the three
months ended September 30, 2009, include research and development
costs of $782,000 and general and administrative expenses of
$2.5 million, compared to $2.9 million and $2.7 million
respectively, for the same period last year.

Other expense for the three months ended September 30, 2009, was
$644,000, compared to other income of $640,000 for the same period
last year.

For the nine months ended September 30, 2009, Emisphere reported a
net loss of $13.6 million, or $0.42 per basic and diluted share,
including a $1.2 million one time favorable adjustment to the
restructuring charge and gain on the disposal of fixed assets
associated with the closure of its research and development
facility in Tarrytown, New York in April 2009.  This compares to a
net loss of $16.7 million,or $0.55 per basic and diluted share for
the nine months ended September 30, 2008.

Total operating expenses for the nine months ended September 30,
2009, were $11.1 million, a decrease of approximately
$7.3 million, or 40% compared to $18.3 million for the same period
last year.  Total operating expenses for the nine months ended
September 30, 2009, include research and development costs of
$3.5 million and general and administrative expenses of
$8.3 million and the $1.2 million one time favorable adjustment to
the restructuring charge and gain from the disposal of fixed
assets, compared to $10.1 million and $7.7 million respectively,
for the same period last year.

Other expense for the nine months ended September 30, 2009. was
$2.6 million, compared to other income of $1.4 million in the same
period last year.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $9.2 million in total assets and $49.7 million in total
liabilities, resulting in a $40.5 million shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $7.2 million in total current
assets available to pay $22.5 million in total current
liabilities.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?496e

                 Bankruptcy Warning/Going Concern

At September 30, 2009, Emisphere Technologies reported cash and
restricted cash of $7.2 million, compared to $1.5 million at
June 30, 2009.  Approximately $12.5 million is due as payment of
the Novartis Note on December 1, 2009.

The Company says that assuming it will be able to satisfy its
obligation under the Novartis Note, which is due by December 1,
2009, by some means other than the use of its existing capital
resources, it anticipates that its existing cash resources will
enable it to continue operations only through approximately
February 2010.  Currently, the Company does not have sufficient
funds to repay the Novartis Note in cash.  If the Company is
unable to satisfy the terms of the Novartis Note before
December 1, 2009, the Company would be in default and could be
forced into bankruptcy.

Further, the Company has significant future commitments and
obligations.  The Company says these conditions raise substantial
doubt about its ability to continue as a going concern.
Consequently, the audit opinion issued by the Company's
independent registered public accounting firm relating to the
Company's financial statements for the year ended December 31,
2008, contained a going concern explanatory paragraph.

                   About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules or nutritional supplements using
its Eligen(R) Technology.


ENERGY XXI: S&P Downgrades Corporate Credit Rating to 'SD'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Energy XXI (Bermuda) Ltd. to 'SD' (selective default)
from 'CC'.  S&P also lowered the issue-level ratings on operating
subsidiary Energy XXI Gulf Coast Inc. to 'D' from 'CC', reflecting
its completion of an exchange offer for a portion of its 10%
senior notes $750 million due 2013.  At the same time, S&P removed
the ratings from CreditWatch, where they were placed with negative
implications on May 22, 2009.

"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10% senior notes due 2013,
and will exchange $347.5 million of its existing notes for an
estimated $278 million [80% of par] of 16% second-lien junior
secured notes due 2014," said Standard & Poor's credit analyst
Paul Harvey.  S&P considers the completion of the exchange offer,
at a material discount to par to be a distressed exchange and, as
such, tantamount to a default under S&P's criteria.  Additionally,
Energy XXI Gulf Coast sold $60 million of the second-lien notes
and 13.2 million shares of common stock in a private transaction.

S&P expects to assign a new corporate credit rating on Energy XXI
(Bermuda) relatively soon.  S&P will base the new rating on S&P's
assessment of the company's new capital structure and liquidity
profile, as well as its view on the North American exploration and
production industry.

Although the tender offer and private placement should result in
modest deleveraging, S&P's preliminary expectation is that the
corporate credit rating S&P assign will likely not be higher than
the previous 'B-' prior to the exchange offer, and could be lower.
Energy XXI will remain highly leveraged at a time of continued
commodity price uncertainty, which will continue to weigh
negatively on ratings.


EPICEPT CORP: Has $4.8MM Q3 Net Loss; Shareholders Meeting in Jan.
------------------------------------------------------------------
A special meeting of stockholders of EpiCept Corporation will be
held at its corporate office in Tarrytown, New York, on January 7,
2010, at 10:00 AM Eastern Standard Time for these purposes:

     (a) to give the Company's Board of Directors the ability to
         effect a reverse stock split of the Company's outstanding
         common stock at a ratio in the range of one for two (1:2)
         to one for four (1:4), to be determined at the discretion
         of the Company's Board of Directors; and

     (b) to adjourn the special meeting to solicit additional
         proxies in the event there are insufficient votes to
         approve the first proposal.

The record date for the special meeting is November 13, 2009. Only
stockholders of record at the close of business on the record date
may vote at the meeting or any adjournment thereof.

A full-text copy of the Proxy Statement is available at no charge
at http://ResearchArchives.com/t/s?4978

EpiCept Corporation reported a net loss of $4,813,000 for the
three months ended September 30, 2009, from a net loss of
$6,163,000 for the same period a year ago.  The Company posted a
net loss of $34,378,000 for the nine months ended September 30,
2009, from a net loss of $20,006,000 for the same period a year
ago.

Revenue was $116,000 for the three months ended September 30,
2009, from $78,000 for the same period a year ago.  Revenue was
$322,000 for the nine months ended September 30, 2009, from
$169,000 for the same period a year ago.

At September 30, 2009, the Company had $11,962,000 in total assets
against $17,122,000 in total liabilities, resulting in $5,160,000
in stockholders' deficit.

EpiCept's management believes that existing cash and cash
equivalents will be sufficient to meet projected operating and
debt service requirements into the second quarter of 2010.
Additional funding for the Company's operations is anticipated to
be derived from sales of Ceplene(R) in Europe, fees from the
Company's strategic partners including a marketing partner for
Ceplene(R) in Europe, strategic relationships for other product
candidates including NP-1 or other financing arrangements.

"We have devoted substantially all of our cash resources to
research and development programs and selling, general and
administrative expenses, and to date we have not generated
any meaningful revenues from the sale of products.  Since
inception, we have incurred significant net losses each year.  As
a result, we have an accumulated deficit of $230.6 million as of
September 30, 2009.  Our recurring losses from operations and the
accumulated deficit raise substantial doubt about our ability to
continue as a going concern," the Company said in its quarterly
report on Form 10-Q.

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?4979

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?497a

                           About EpiCept

Based in Tarrytown, New York, EpiCept Corporation (Nasdaq and OMX
Nordic Exchange: EPCT) is focused on the development and
commercialization of pharmaceutical products for the treatment of
cancer and pain.  The Company's lead product is Ceplene(R), which
has been granted full marketing authorization by the European
Commission for the remission maintenance and prevention of relapse
in adult patients with Acute Myeloid Leukemia in first remission.
The Company has two oncology drug candidates currently in clinical
development that were discovered using in-house technology and
have been shown to act as vascular disruption agents in a variety
of solid tumors.  The Company's pain portfolio includes EpiCeptTM
NP-1, a prescription topical analgesic cream in late-stage
clinical development designed to provide effective long-term
relief of pain associated with peripheral neuropathies.


FAIRMONT INSURANCE: S&P Shifts Financial Strength Ratings to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected its counterparty
credit and financial strength ratings on California-domiciled
Fairmont Insurance Co. to 'BB+' from 'BBB+'.  The outlook is
stable.

The rating change reflects the legal entity's ongoing run-off
status.  It is important to note that Fairmont's ongoing specialty
business is now written through the Crum & Forster group of
insurance companies.  S&P's financial strength rating on Crum &
Forster Insurance Co. remains at 'BBB+' with a stable outlook.  As
of June 30, 2009, the legal entity Fairmont Insurance Co. reported
total assets of $38.6 million and total statutory surplus of
$25.4 million.


FINLAY ENTERPRISES: Court Tolls Challenge Period Until December 15
------------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York approved the stipulation entered by
Finlay Enterprises, Inc. and its debtor-affiliates.  The parties
agreed that the challenge period termination date with respect to
the prepetition indenture obligations, which was Nov. 13, 2009,
will be tolled as to the Committee until Dec. 15, 2009.

The stipulation was entered among the Debtors, Wilmington Trust
FSB, as successor trustee under that certain second lien indenture
dated as of Nov. 26, 2008, HSBC Bank USA, National Association, as
trustee under that certain third lien indenture dated as of
Nov. 26, 2008, Harbinger Capital Partners Master Fund I, Ltd. and
Harbinger Capital Partners Special Situations Fund, L.P., a
significant holder of prepetition senior secured second lien
notes 1 and prepetition senior secured third lien notes and the
Official Committee of Unsecured Creditors appointed in these
cases.

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008.  The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S. D. N.Y. Case No. 09-14873).  Weil, Gotshal &
Manges LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.

On September 25, 2009, the Bankruptcy Court appointed Gordon
Brothers Retail Partners, LLC, as agent for Finlay Enterprises and
its affiliates and subsidiaries to conduct "store closing" or
similar sales of merchandise located at all of the Company's
retail store locations and the Company's two distribution centers.
The transaction is expected to be completed by February 28, 2010.
Gordon Brothers bid 85.75 cents on the dollar for inventory valued
at an estimated $116 million for closings sales of 49 Finlay
stores.  Gordon had a prepetition contract to conduct store
closings sales for 55 other stores.


FIRSTFED FINANCIAL: Extends Cash Tender Offers to November 25
-------------------------------------------------------------
FirstFed Financial Corp. has extended the Expiration Date and
Consent Payment Deadline with respect to its cash tender offers
and consent solicitations for its outstanding senior debt
securities.

The Expiration Date will now be 5:00 p.m., New York City time, on
November 25, 2009, unless extended or earlier terminated by the
Company, and the Consent Payment Deadline will now be 5:00 p.m.,
New York City time, on November 25, 2009, unless extended or
earlier terminated by the Company.  To be eligible to receive the
purchase price of $200.00 per $1,000 in principal amount of
Securities, which includes the consent payment of $20.00 per
$1,000 in principal amount of Securities, holders must validly
tender, and not validly withdraw, their Securities prior to the
Consent Payment Deadline.  Securities purchased in the tender
offers will be paid for on the applicable settlement date for each
tender offer, which, assuming the tender offers are not extended,
will be promptly after the applicable Expiration Date.

The terms and conditions of the tender offers and consent
solicitations are described in the Offer to Purchase and Consent
Solicitation Statement, dated June 19, 2009, and the related
Letter of Transmittal and Consent.  Except for the extension of
the Expiration Date and Consent Payment Deadline as described in
this press release, all other terms and conditions of the tender
offers and consent solicitations remain unchanged.

As of 5:00 p.m., New York City time, on November 6, 2009, the
Company had received tenders and consents from holders of
$50,000,000 in aggregate amount of the Fixed/Floating Rate Senior
Debt Debentures due March 15, 2016, representing 100% of such
securities, $50,000,000 in aggregate amount of the Fixed/Floating
Rate Senior Debt Debentures due June 15, 2015, representing 100%
of such securities, and $43,000,000 in aggregate amount of the
Fixed/Floating Rate Senior Debt Debentures due June 15, 2017,
representing 86% of such securities.

For additional information regarding the terms of the tender
offers and consent solicitations, contact James P. Giraldin,
President and Chief Operating Officer of the Company, at (310)
302-1713.  Requests for documents may be directed to the Corporate
Secretary of the Company at (310) 302-5600.

                     About FirstFed Financial

Based in Los Angeles, California, FirstFed Financial Corp.
(OTC-FFED.PK; the "Company") -- http://www.firstfedca.com/-- is a
savings and loan holding company.  The Company owns and operates
First Federal Bank of California, a federally chartered savings
association.


FIRSTFED FINANCIAL: Grant Thornton Steps Down as Accountants
------------------------------------------------------------
FirstFed Financial Corp. on November 9, 2009, received notice that
Grant Thornton LLP had resigned as the Company's independent
registered public accounting firm, effective immediately.

The reports of Grant Thornton on the consolidated financial
statements of the Company as of and for the years ended
December 31, 2008 and 2007 contained no adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principle, except as
follows: Grant Thornton's report dated March 30, 2009, contained
an explanatory paragraph describing the existence of a substantial
doubt about the Company's ability to continue as a going concern;
and Grant Thornton's report dated February 28, 2008, contained a
paragraph regarding the Company's adoption of Statement of
Financial Accounting Standards (SFAS) No. 123(R), Share-Based
Payments and SFAS No. 158, Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans in 2006, and the
Company's recording of a cumulative effect adjustment as of
January 1, 2006, in connection with the adoption of Securities and
Exchange Commission Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements.

During the Company's two most recent fiscal years and through the
date of Grant Thornton's resignation, there was no disagreement
between the Company and Grant Thornton on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Grant Thornton, would have caused Grant
Thornton to make reference to the subject matter of the
disagreement in connection with its reports on the consolidated
financial statements of the Company.  None of the reportable
events described under Item 304(a)(1)(v) of Regulation S-K
occurred during the Company's two most recent fiscal years and
through the date of Grant Thornton's resignation.

                             Form 10-Q

On Monday, FirstFed filed its quarterly report on Form 10-Q for
the period ended September 30, 2009.  FirstFed posted a net loss
of $45,995,000 for the three months ended September 30, 2009, from
a net loss of $51,586,000 for the same period a year ago.  It
posted a net loss of $145,423,000 for the nine months ended
September 30, 2009, from a net loss of $156,879,000 for the same
period a year ago.

At September 30, 2009, the Company had $6,150,613,000 in total
assets against $6,039,533,000 in total liabilities, resulting in
stockholders' equity of $111,080,000.

The Form 10-Q filing was delayed.  Last week, FirstFed said it was
unable to file the Form 10-Q by the prescribed due date without
unreasonable effort and expense because the Company's unaudited
quarterly financial statements and the related review process had
not been finalized.

                           Going Concern

The Company noted that like its peers in the financial services
industry, it has experienced deterioration in the quality of its
loan portfolio since late 2007.  This deterioration has primarily
resulted from declining real estate values in California,
borrowers who have reached their maximum allowable negative
amortization recasting to higher payments they are unable to
afford and the worsening employment market.  These trends have
caused the level of the Company's non-performing assets to
increase significantly over the prior year, although the Company
expects to report a decrease in non-performing assets from the
second quarter of 2009.

The Company and the Bank are operating under Amended Orders to
Cease and Desist issued by the Office of Thrift Supervision on
May 28, 2009.  Under the terms of the Bank's Order, the Bank was
required to meet and thereafter maintain a minimum Tier 1 Core
Capital ratio of 7% and a minimum Total Risk- Based Capital ratio
of 14% by September 30, 2009.

The Bank failed to meet these required capital ratios, and,
accordingly, as required by the Bank's Order, the Bank submitted
to the OTS a contingency plan to accomplish either a merger of the
Bank with, or an acquisition of the Bank by another federally
insured institution or holding company thereof or a voluntary
liquidation of the Bank.  The Bank continues to pursue
alternatives to increase the Bank's capital ratios to preclude the
need to implement the contingency plan.

"The ability of the Company and the Bank to continue to meet all
of the requirements of the Amendments and the Orders will be
affected by market conditions in the economy and other
uncertainties.  Declining real estate values and rising
unemployment in the state of California could have a significant
impact on future losses incurred on loans.  In addition, there can
be no assurance in the current economic environment that the
Company will be able to raise capital to regain 'well capitalized'
status or to meet future regulatory requirements.  Due to these
conditions and events, substantial doubt exists in the Company's
ability to continue as a going concern," the Company said in its
Form 10-Q filing.

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?497f

           Capital Effects of Worker, Homeownership and
                  Business Assistance Act of 2009

On November 12, 2009, FirstFed announced the positive capital
effects of the Worker, Homeownership, and Business Assistance Act
of 2009, which became law on November 6.  The new law allows
businesses to carry back net operating losses from 2008 and 2009
for up to five years.  In light of the new tax legislation,
FirstFed will book a tax benefit in the fourth quarter of 2009 and
anticipates receiving a federal income tax cash refund during the
first quarter of 2010.

It is too early to estimate the full-year benefit; however, the
Company can quantify the law's impact in relation to its results
for the nine months through September 30, 2009, and disclosed it
as a subsequent event in its quarterly report on Form 10-Q.  Had
the new law been effective in the third quarter, the Company's
wholly owned banking subsidiary, First Federal Bank of California,
would have had an additional $76.28 million in capital at
September 30, 2009, which would have raised the Bank's core and
risk-based capital ratios at that date to 5.49% and 11.13%,
respectively.

The Bank's loan delinquency levels continue to trend downward.
Unaudited, unconsolidated monthly results as of October 31, 2009
show a decline in delinquent loans of $58.7 million, or 16%, from
the previous month.  October was the eighth consecutive month in
which the Bank's loan delinquencies decreased.  Total
delinquencies are now less than half of historic peak levels
reported by the Company in early 2009.

                     About FirstFed Financial

Based in Los Angeles, California, FirstFed Financial Corp.
(OTC-FFED.PK; the "Company") -- http://www.firstfedca.com/-- is a
savings and loan holding company.  The Company owns and operates
First Federal Bank of California, a federally chartered savings
association.


FONTAINEBLEAU LV: Committee Wants Liens Challenge Deadline Moved
----------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the Bankruptcy
Court to issue an order, on an emergency basis, (1) terminating or
extending that certain challenge deadline imposed upon the
Committee under various interim cash collateral orders entered in
the Chapter 11 cases, and (2) granting the Committee standing to
file and prosecute any Claims and Defenses against certain
released parties, each as defined in the Interim Cash Collateral
Orders.

Of principal concern to the Committee is the fast approaching
November 15, 2009 Challenge Deadline, which under the Interim
Cash Collateral Orders, is the date before which the Committee
must commence action (i) to challenge the extent, validity or
priority of liens in favor of the Term Lenders, or (ii) to avoid
transfers or assert any other actions, claims or defenses under
Chapter 5 of the Bankruptcy Code against any of the Term Lenders
or their officers, directors, employees, professionals,
subsidiaries, and successors -- the "Released Parties" under the
Interim Orders.

Glenn D. Moses, Esq., at Fox Rothschild, LLP, in Atlantic City,
New Jersey, relates that the Court is aware that one of the
conditions imposed by the Term Lenders on the Debtors in exchange
for the use of cash collateral is and was that the Committee not
be provided with any funding whatsoever to pursue its
responsibilities under Chapter 11, including to investigate the
myriad of potential claims that the Debtors waived at the
beginning of the cases for the sole benefit of the Term Lenders.

Mr. Moses says that despite not having any funding, the
Committee, through its professionals, several months ago made a
timely discovery request to the Debtors for information that the
Committee believes was and is necessary to review in order to
evaluate and determine the existence and scope of any potential
claims against the Term Lenders and others.  The Debtors have
obviously and appropriately been pre-occupied in other important
efforts designed at bringing some conclusion to the case which
will allow the project to be completed.  Mr. Moses argues that it
is quite possible that the deal being worked on by the Debtors
may also result in the cash collateral of the Term Lenders being
fully refunded in the very near term, thereby eliminating any
need whatsoever for a deadline to evaluate and bring claims and
causes of action other than the statutory deadline contained in
Section 546 of the Bankruptcy Code.

The November 15, 2009 deadline is fast approaching, Mr. Moses
tells the Court.  The Committee has no money and has insufficient
information to file any complaints at this time.  Moreover, there
is simply no reason given the circumstances of the Cases for the
deadline to exist, and certainly no reason for it to be
November 15, 2009.  Under these circumstances, the Term Lenders
should not be allowed to enforce the challenge deadline as to the
Committee, Mr. Moses avers.

The Committee has previously objected to the imposition of this
deadline.  At a hearing on October 8, 2009, the Court suggested
that the Committee could file a pleading without the opportunity
to investigate and not be held accountable under Rule 11 of the
Federal Rules of Civil Procedure or otherwise.

However, according to Mr. Mosses, without the ability to
investigate the extent of any claims against the Released
Parties, any complaint that the Committee might file would be at
risk for dismissal for the failure to articulate sufficient facts
evidencing a claim for relief that is plausible on its face.
Moreover, given the propensity for the Term Lenders to appeal
orders of the Court, it is entirely likely that the Term Lenders
would challenge the Court's ruling on these issues and possibly
pursue Rule 11 sanctions against the Committee and its
professionals in the District Court.

Obviously, Mr. Mosses relates, that situation places the
Committee and its professionals in a wholly untenable position.

Notwithstanding the Court's ruling on the extension or
elimination of the challenge deadline, the Committee seeks the
necessary derivative standing from the Court to pursue the Claims
and Defenses against the Released Parties.

In order to initiate certain adversary proceedings in the name of
the Debtors, the Committee must meet the requirements of the
three-part test: (a) the Committee must assert a colorable claim;
(b) the Debtors must have refused to pursue the action; and (c)
the Committee must obtain permission from the Court.

It would be inequitable to hold the Committee to the requirement
of articulating a colorable claim given that the Term Lenders
have refused to provide any carve-out whatsoever to the
Committee, much less one to investigate the validity of claims,
says Mr. Mosses.  Moreover, notwithstanding the lack of funding,
the Committee has not been provided with documents and
information requested of the Debtors several months ago in order
to perform some level of investigation.  Nevertheless, he says,
the Committee asserts that it is able to articulate some
colorable claims even though it has not had the benefit of
responses to the discovery it propounded.  For example, six days
before the bankruptcy filing, the Debtors transferred $4,550,000
to counsel for the Steering Group, Henigan, Bennett & Dorman,
LLP.  On the same date, the Debtors transferred $1,250,000 to the
financial advisors for the Steering Group, Jeffries and Company.
HBD and Jeffries are included within the definition of Released
Parties under the Interim Orders.

                             Objections

(a) The Term Lender Steering Group

Through the Emergency Motion, the Committee seeks to eliminate or
postpone the November 15, 2009 deadline, which was extended from
the original deadline of August 2009, for the commencement of any
action to prosecute "Claims and Defenses" under cash collateral
orders entered by the Court.  None of those orders are subject to
appeals by the Committee or timely motions for reconsideration,
and for that reason alone, the Committee's attempt to re-litigate
the fixing of the deadline and to deprive the Term Lenders of an
important benefit provided in exchange for their consent, should
be denied, Michael I. Goldberg, Esq., at Akerman Senterfitt, in
Miami, Florida, tells the Court.

The Term Lender Steering group previously agreed to extend the
deadline from mid-August 2009 until November 15, 2009, a period
of more than 150 days after the Petition Date.  However, neither
the Term Lender Steering Group and other Term Lenders have agreed
to a further extension.  Notably, Mr. Goldberg says, the
Committee consented to the most recent cash collateral orders,
all of which incorporate the Extended Deadline to assert Claims
and Defenses.

According to Mr. Goldberg, the only "new" justification offered
by the Committee to terminate or extend the Extended Deadline is
that the Debtors, not the Term Lenders, did not respond to an
informal discovery request.  This cannot, by itself, provide
grounds to modify the benefits and protections upon which the
Term Lenders relied in granting consent to the use of their cash
collateral.  If that were the case, all deadlines would become
meaningless. Accordingly, the Court should deny the request to
extend or terminate the Extended Deadline.

Mr. Goldberg points out that in order for the Committee to obtain
derivative standing to pursue avoidance actions, it must
demonstrate that the claims it wishes to assert are colorable
claims.

In the Emergency Motion, the Committee argues that it has a
colorable "fraudulent transfer" claim against HBD and Jefferies
under Section 548 of the Bankruptcy Code based upon "prepaid
retainers" provided before the Petition Date.  No colorable claim
exists against HBD or Jefferies, Mr. Goldberg argues.  "The
Committee errs in ignoring that the fees are also debt that is
owed by the Debtors."

(b) Aurelius Objects

Aurelius Capital Management, LP, relates that secured creditors in
Chapter 11 cases typically obtain the protections and certainty
of a deadline to challenge the creditors' liens and claims in
exchange for consenting to the use of cash collateral.  This case
is no different, Aurelius relates.  The Debtors' use of cash
collateral throughout the proceedings was granted on the express
condition that parties other than the Debtors, including the
Committee, would have a finite period within which to assert any
challenge against the Term Lenders, their agent and related
parties.  There is no basis now to belatedly destroy this
important protection, particularly as it is a protection upon
which the Term Lenders and all other parties have had knowledge
of, and have relied on, for more than four months.

The Committee claims that it lacks funding to conduct an
investigation is no excuse, argues Brett M. Amron, Esq., at Bast
Amron LLP, in Miami, Florida.  Mr. Amron relates that the
Committee has actively participated in the Cases, including:
filing objections to the use of cash collateral; objecting to the
fees of the attorneys representing the Term Lender Steering
Group; seeking to take discovery under Rule 2004; and seeking to
employ a financial advisor.  Thus, the Committee certainly could
have undertaken an investigation into the Claims and Defenses,
but apparently either chose not to or determined that, as part of
already active involvement, there was no basis for asserting any
Claims and Defenses.  Term Lenders, including Aurelius, should
not be held hostage to an indefinite deadline, which can be used
as inappropriate leverage, after the Term Lenders have funded
over $17 million.

Mr. Amron adds that the Committee also has failed to establish
appropriate grounds for the Committee to be granted status to
pursue claims against the Term Lenders.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FONTAINEBLEAU LV: Has Lenders Nod for $144,800 Cash Use for Week
----------------------------------------------------------------
Fontainebleau Las Vegas Holdings LLC and its units have asked the
Court to issue an order authorizing them to utilize approximately
$144,853 of the Cash Collateral over a period ending November 20,
2009, to preserve and protect the Tier A casino resort -- the
"Project" -- pending the negotiation of a transaction with a
potential buyer.  The Debtors will use these funds pursuant to the
Budget covering the period from November 9, 2009, through
November 16.  A copy of the Budget and the Proposed Cash
Collateral Order is available for free at:

        http://bankrupt.com/misc/FB_Budget_Nov9toNov16.pdf

The Debtors note that their requested extension includes Adequate
Protection Obligations previously approved by the Court
including, among other things, (a) a Priming Lien in favor of the
Prepetition Lenders solely to the extent of diminution in Cash
Collateral as a result of its use; (b) a limited waiver of the
Debtors' surcharge rights under Section 506(c) of the Bankruptcy
Code in respect of the utilization of the Cash Collateral; (c) a
superpriority claim pursuant to Section 507(b) to the extent of
the Adequate Protection Obligations; (d) certain reporting and
access obligations; (e) provisions and findings that bind a
subsequently appointed trustee; and (f) provisions modifying the
automatic stay to provide remedies to the Prepetition Term
Lenders after the occurrence and continuation of a Termination
Event.

The Debtors will utilize approximately $144,853, of Cash
Collateral in order to fund (a) security for the Project
site, (b) the Debtors' payroll and reimbursement of employee
expenses, (c) payment of critical administrative payables
consisting of charges relating to internet access and e-mail for
employees of the Debtors and relocation expenses in order to
consolidate the Debtors' site and reduce accruing rental
expenses, and (d) certain pass-through salary and benefits
expenses of Turnberry West Construction, Inc. for critical
services including fire watch, electrical monitoring, elevator,
security, and water leak monitoring, recordkeeping and
maintenance of permitting records, and liaising with Clark County
officials, subcontractors, and prospective investors, lenders,
and their representatives regarding completion issues and
analysis.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod
LLP, in Miami Florida, tells the Court that the Debtors have been
intensely focused on forging a transaction to facilitate
completion of the Project and are in the process of negotiating
the terms of debtor-in-possession financing and a stalking horse
bid to purchase the Project with an affiliate of Penn National
Gaming, Inc.  The major constituencies in the Chapter 11 Cases --
the Prepetition Term Lenders and the holders of Mechanic's Liens
-- are also active participants in the discussions and, since his
appointment on October 16, 2009, examiner Jeffrey R. Truitt has
also played a very significant role in the negotiations, Mr.
Baena reveals.

As these discussions continue, Mr. Baena adds, the Debtors
require the further use of cash collateral to fund critical
expenses that are necessary to preserve the Project and the
Debtors as a going concern until the terms of the financing and
sale transaction can be finalized and approved.

The Prepetition Term Lenders and the Official Committee of
Unsecured Creditors have consented to the Debtors' use of the
$144,853 Cash Collateral.

Prior to the current Motion, the Debtors sought and obtained from
the Court:

  * on November 9, 2009, an order authorizing the Debtors to
    utilize $237,500 of the Cash Collateral over a one-week
    period ending November 13, 2009.

  * on November 2, 2009, an order authorizing the Debtors to
    utilize approximately $151,500 of the Cash Collateral for
    the period from October 26, 2009, through November 2.

  * on October 23, 2009, to utilize approximately $582,700 of
    Cash Collateral over a one-week period ending October 25,
    2009.

The Debtors explained that the portions of the Cash Collateral
will be used to preserve and protect the Project pending the
negotiation of a transaction with a potential buyer.

                          QTS Objects

Prior to the Courts' entry of the Cash Collateral Orders, QTS
Logistics, Inc. and Quality Transportation Services of Nevada,
Inc. objected to the Debtors' use of the approximately $582,700 of
the Cash Collateral and asked the Court to require the Debtors to
at least proffer, if not establish, that QTS is adequately
protected as required by Sections 361 and 364 of the Bankruptcy
Code prior to granting any further liens that prime QTS'
position.

QTS said it understands that the Debtors need to use cash
collateral in their attempts to get to a sale; however, the
burden should not be shouldered completely by QTS, which receives
little value from the Debtors' overall use of cash.

QTS said it is aware of its relatively small secured claim in the
Cases, where the secured claims may total near $2 billion, and
the Debtors' focus on larger case dispositive issues as reasons
why the Debtors have ignored QTS' requests to participate in the
process.  However, despite the herculean efforts of the Debtors'
counsel to achieve a positive outcome of the Cases, as time
lapses, the likelihood for a successful sale of the entire
project wanes.  In which case, QTS said, the Debtors' items in
the QTS warehouse likely will become some of the more liquid and
valuable assets of the estate.

QTS informed the Court that it has reserved its right and
defenses with respect to the Debtors' use of approximately
$151,500 of the Cash Collateral.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FONTAINEBLEAU LV: Truitt as Examiner Approved, Has Reports
----------------------------------------------------------
The United States Trustee for Region 21 have advised the Court
that Jeffrey R. Truitt, has been selected for appointment by the
U.S. Trustee as the Chapter 11 Examiner in Fontainebleau Las
Vegas' Chapter 11 cases.  After reviewing and considering the U.S.
Trustee's application for approval of the selection and
appointment, the Court approved the appointment of Mr. Truitt as
Chapter 11 Examiner pursuant to Section 1104(c) of the Bankruptcy
Code.

The Examiner is authorized to receive the assistance of the
individuals at XRoads Solutions Group, LLC and is further
authorized to include their fees as a cost expense in his fee
applications filed with the Court.

The Examiner also sought and obtained from the Court an order
authorizing the Examiner to defend the appeals of the Appointment
Order filed by the Contractor Claimants and the M&M Lienholders
in the manner that the Examiner deems appropriate, including,
without limitation, filing responsive pleadings and employing
counsel to perform the tasks required in the course of defending
the Appeals.

                         Examiner Reports

-- First Report

Jeffrey R. Truitt, the appointed Chapter 11 Examiner in the
Debtors' Chapter 11 cases, delivered to the Court on October 26,
2009, his first Examiner's Report covering the period from
October 16 through 26, 2009.

Mr. Truitt relates that he and his counsel, Stutman, Treister &
Glatt Professional Corporation, have begun collecting and
reviewing relevant pleadings and documents in the Cases,
including those that provide the necessary general background in
the Cases, as well as directly pertinent items, including the
cash collateral pleadings and orders.  Mr. Truitt says he also
received and begun the review of the draft sale pleadings and
documents with Penn National Gaming, Inc., including the draft
proposed sales procedures, sale procedures order, asset purchase
agreement, and related debtor-in-possession financing agreement
and order.

Mr. Truitt visited the Tier A casino hotel resort -- the
"Project" -- on October 19, 2009.  In addition, Mr. Truitt
visited the data room and have caused the index of documents and
materials contained in the data room to be downloaded.  Mr.
Truitt also begun the process of reviewing the data room index to
confirm that all documents and materials for the due diligence
for a sale have been included in the data room.  Mr. Truitt have
discussed the data room contents with Jefferies and Company'
representatives and received feedback from them.  "The Jefferies'
representative will be sending me a list of additional items that
Jefferies believes should be included in the data room," Mr.
Truitt said.

Mr. Truitt has been provided with the form of non-disclosure
agreement that the Debtors have used to date for potential
bidders to obtain access to the dataroom.  He relates that he is
reviewing the non-disclosure agreement to determine whether it
contains the necessary protections for the sale process.  In
addition, Mr. Truitt obtained access to the non-disclosure
agreement to be signed by certain key parties who expressed an
interest in reviewing the draft Penn purchase and DIP financing
documents and related pleadings.

Counsel for the M&M Lienholders and counsel for the Title
Companies have requested access to the Penn Documents, and Mr.
Truitt is in the process of facilitating these requests.

Mr. Truitt discussed with the parties-in-interest the necessity
of obtaining DIP financing or use of cash collateral through the
sale process.  Mr. Truitt says he is in the process of reviewing
the Penn proposed DIP financing proposal.  Mr. Truitt discussed
the possibility of alternative financing sources with the
relevant parties-in-interest, including, Thane Carlston, Moelis &
Co. and Jefferies.

Mr. Truitt also asked the Debtors to prepare a budget for the
anticipated sales process period to ensure that the Debtors
obtain the necessary amount of financing to carry them through
the close of a sale under the proposed sale process.

-- Second Report

On November 5, 2009, Mr. Truitt delivered to the Court his second
Examiner's Report for the period from October 27 through
November 5, 2009.

Mr. Truitt relates that he and ST&G have continued to have
discussions with the major constituencies in the Debtors' cases
on various issues and in particular with regard to the status and
progress of the sale process.  During the Second Period, the
Examiner has consulted with the Term Lenders and their counsel,
counsel for Aurelius Capital, counsel for Penn, counsel for the
Debtors, counsel for the Office of the United States Trustee,
counsel for the M&M Lienholders, and counsel for the Contractor
Claimants.

Mr. Truitt says that they have completed the review of most of
the relevant pleadings and documents in the Cases, including
those that provide the necessary general background in the Cases,
as well as directly pertinent items, including the cash
collateral pleadings and orders.

Mr. Truitt have assisted the Debtors in obtaining the consent of
parties-in-interest to the use of cash collateral for the most
recent period, including the Contract Claimants.

Mr. Truitt also reviewed multiple drafts of the proposed asset
purchase agreement, bidding procedures and sale order, DIP
financing agreement and related order.  Mr. Truitt have also
provided extensive comments on the Sale and DIP Financing
Documents to counsel for the Debtors, Penn and the Term Lenders.

Penn's counsel has advised that revised drafts of the Sale and
DIP Financing Documents will be provided to the Examiner and the
Debtors no earlier than November 5, 2009.  The Examiner intends
to promptly review, discuss and hopefully finally resolve all
remaining issues after receipt of these next drafts from
Penn's counsel.

The Term Lenders have also received the draft Sale and DIP
Financing Documents and have provided comments thereon to Penn.

Upon the request of the "Title Companies" and the M&M
Lienholders, the Examiner obtained consent from Penn to share the
Sale and DIP Financing Documents with them, subject to those
parties executing a non-disclosure agreement.  A non-disclosure
agreement has been provided to the Title Companies and M&M
Lienholders, which the parties have been negotiating.  When the
non-disclosure agreement is finalized and executed by the Title
Companies and the M&M Lienholders, the most recent drafts of the
Sale and DIP Financing Documents will be provided to them along
with any of the pending related issues, Mr. Truitt says.

Mr. Tuitt received a list of documents that Jefferies & Company
believes is missing in the data room.  The Examiner is carefully
reviewing the list as well as performing an independent review to
ensure that the contents of the data room are complete that will
facilitate the sale transaction.  The Examiner received a list of
documents from Penn that Penn would like added to the data room.
The Examiner and his staff are working to ensure that the
documents are posted in the data room and that Penn has access to
the documents.

In connection with the data room, Mr. Truitt has reviewed and
revised the existing non-disclosure agreements that provide third
parties with access to the data room.  The Debtors have provided
the revised form of the agreement to certain parties-in-interest
and other third parties that have requested access to the data
room.  Some of these parties have engaged in negotiations with
the Examiner and the Debtors with respect to the non-disclosure
agreements.  Mr. Truitt says that he and ST&G have been working
to promptly finalize the agreements so as to provide the
requested access to the data room.

The Examiner disclosed that Moelis & Co has not yet been employed
by the Debtors postpetition, in most part due to the inability of
the key creditor constituencies in the Cases to agree on the
Moelis compensation package.  Mr. Truitt believes that given
Moelis' familiarity and experience in the Debtors' cases to date,
it will facilitate the sale process to continue to use Moelis'
services.  However, Moelis has required that its retention
disputes be resolved and finalized before it provides substantial
additional services.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FONTAINEBLEAU LV: Wants Plan Exclusivity Until Dec. 21
------------------------------------------------------
By this motion, Fontainebleau Las Vegas Holdings, LLC,
Fontainebleau Las Vegas, LLC, and Fontainebleau Las Vegas Capital
Corp., ask the United States Bankruptcy Court for the Southern
District of Florida to extend their exclusive period to:

   (i) file a plan or plans of reorganization through and
       including December 21, 2009; and

  (ii) solicit acceptances of that plan through and including
       February 20, 2010.

Scott L. Baena, Esq., at Bilzin Sumberg Baena Price &
Axelrod LLP, in Miami, Florida, relates that the Court is well
aware of the Debtors' continued efforts to forge a transaction to
facilitate completion of the "Tier A" casino hotel resort -- the
Project.  To that end, the Debtors are in the process of
negotiating the terms of debtor-in-possession financing and a
stalking horse bid to purchase the Project with Penn National
Gaming, Inc.  The major constituencies in the Cases -- the
Prepetition Term Lenders and the holders of Mechanic's Liens --
are also active participants in the discussions.

According to Mr. Baena, the extension sought by the Debtors is
short and is intended to allow the discussions to continue
without unwarranted distraction.  The discussions represent real
and good faith progress toward a viable resolution of the Cases,
which is alone sufficient to form a basis for the Court to find
that cause exists to grant the requested extension, Mr. Baena
avers.

The Court will convene a hearing on December 8, 2009, at 3:00
p.m., to consider the Debtors' request.

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- is
constructing a luxury resort, Fontainebleu Las Vegas, on the
northern end of the Las Vegas Strip.

Fontainebleau Las Vegas Holdings, LLC, Fontainebleau Las Vegas,
LLC, Fontainebleau Las Vegas Capital Corp. filed for Chapter 11
protection on June 9, 2009 (Bankr. S.D. Fla. Lead Case No.
09-21481).  Judge A. Jay Cristol presides over the Debtors' cases.
Scott L Baena, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP,
represents the Debtors in their restructuring efforts.  The
Debtors' Financial Advisor are Moelis & Company LLC and Citadel
Derivatives Group LLC.  The Debtors' Special Litigation Counsel is
David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP and the Debtors' Special Counsel is Jack J. Kessler, Esq., and
Alan Rubin, Esq., at Buchanan Ingersoll & Rooney PC.  The Debtors'
Claims Agent is Kurtzman Carson Consulting LLC.  Attorneys at
Genovese Joblove & Battista, P.A., and Fox Rothschild, LLP,
represent the Official Committee of Unsecured Creditors.

As of June 9, 2009, Fontainebleau Las Vegas LLC listed more than
$1 billion in debt and a similar amount in assets, while each of
Fontainebleau Las Vegas Capital Corp. and Fontainebleau Las Vegas
Holdings, LLC, listed less than $50,000 in assets and more than
$1 billion in debts.

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


FREEDOM COMMS: Gazette Lays Off Workers Due to Low Revenues
-----------------------------------------------------------
CBS 4 relates that The Gazette, owned by Freedom Communications
Inc., laid off 11 employees including seven in the newsroom,
citing deteriorating economic conditions that prompted cuts in its
2010 budget.

The report relates that, according to the Company, it tried to
avoid layoffs through mandatory furloughs, a 5% salary cut for all
employees, and a variety of cost-cutting measures this year,
including trimming pages from the printed newspaper.

A person with knowledge of the lay off said that advertising
revenue for U.S. newspapers was down 29.9% in the first half of
the year to $12.1 billion, report says.

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

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

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


GENELINK INC: September 30 Balance Sheet Upside-Down by $519,000
----------------------------------------------------------------
GeneLink, Inc.'s consolidated balance sheets at September 30,
2009, showed $2,136,336 in total assets and $2,655,773 in total
liabilities, resulting in a $519,437 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,526,006 in total current
assets available to pay $1,777,065 in total current liabilities.

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?4988

The Company reported a net loss of $783,794 for the three months
ended September 30, 2009, compared with a ent loss of $513,472 in
the same period in 2008.  The loss for the three months ended
September 30, 2009, includes $172,151 of net expenses from
GeneWize Life Sciences, Inc.'s annual Recognition Celebration,
which was held on August 6-8, 2009, and $88,167 of non-cash
expenses related to option grants, most of which were issued in
prior years which vested in the current period.

Total revenues for the three months ended September 30, 2009, were
$2,134,504 as compared to $1,829,669 for the three months ended
September 30, 2008, an increase of $304,835.

                       About GeneLink, Inc.

GeneLink, Inc. (OTC BB: GNLK.OB) -- http://www.genelinkbio.com/--
is a  biosciences company specializing in consumer genomics.
GeneLink's patented and patent pending technologies include
proprietary genetic assessments linked to personalized health,
beauty and wellness applications.  Its DNA assessments provide
information that enables the customization of nutritional
products, skincare products and health maintenance regimens
designed to fulfill individual consumer needs.


GENERAL GROWTH: W. Ackman Owns 23 Mil. Shares of Stock
------------------------------------------------------
William A. Ackman, director at General Growth Properties, Inc.,
disclosed in a filing with the U.S. Securities and Exchange
Commission on October 2, 2009, that he acquired 10,000 shares of
General Growth's common stock at $0 price per share.  After the
acquisition, he beneficially owned 23,541,369 shares of General
Growth's common stock.

The 10,000 shares of restricted stock received by Mr. Ackman
vests one-third on the date of grant and one-third on each of the
first and second anniversaries of the date of grant.  Moreover,
the 23,541,369 shares include shares of common stock held by Mr.
Ackman for Pershing Square, L.P., Pershing Square II, L.P., or
Pershing Square International Ltd.  P.S. Management GP, LLC, is
the general partner of Pershing Square Capital Management, L.P.,
which acts as investment advisor to the Pershing Square Funds.
Pershing Square GP, LLC, is the general partner of each of
Pershing Square, L.P., and Pershing Square II, L.P.  By virtue of
Mr. Ackman's position as managing member of PS Management and
Pershing Square GP, he may be deemed to be the financial owner of
the securities.

                  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 MOTORS: GM Gets Nod for $1-Billion Settlement with Unions
-----------------------------------------------------------------
Motors Liquidation Company, formerly General Motors Corp.,
received approval from the Bankruptcy Court of a settlement
agreement with General Motors Company, the IUE-CWA, the Industrial
Division of the Communications Workers of America, AFL-CIO, CLC
and the United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union.

Under the Settlement Agreement, the IUE-CWA and the USW have, as
authorized representatives under Sections 1114 and 1113 of the
Bankruptcy Code agreed to withdraw and release all claims against
Motors Liquidation and GM relating to retiree health care benefits
and basic life insurance benefits and pursuant to any collective
bargaining agreements.  In exchange, IUE-CWA, USW and any other
union that agrees to the Settlement Agreement will be granted an
allowed prepetition unsecured claim in Motors Liquidation's
bankruptcy case, for $1 billion with respect to retiree health and
life insurance benefits for the post-age-65 retirees, post-age-65
surviving spouses and under-age-65 retirees or surviving spouses
disqualified for retiree health care benefits from GM under the
Settlement Agreement due to Medicare eligibility.

Moreover, GM and Motors Liquidation have agreed to continue
providing retiree health care for eligible IUE-CWA and USW
retirees in accordance with Motors Liquidation's Health Care
Program for Hourly Employees through December 31, 2009.  Pursuant
to the Agreement, GM has agreed to assume from Motors Liquidation
an IUE-CWA agreement known as "Moraine Closure Agreement," subject
to certain modifications.  In addition, GM has agreed to provide
certain retirement health care and life insurance benefits, as
well as certain pension benefits, to certain retirees and
surviving spouses represented by the IUE-CWA, USW and any other
union that agrees to the Settlement Agreement.

Motors Liquidation Vice President and Treasurer James Selzer
discloses that the Settlement Agreement will not be effective
unless and until approved by the Bankruptcy Court.

A full-text copy of the Settlement Agreement executed
September 10, 2009 is available for free at:

           http://ResearchArchives.com/t/s?44e6

The unions contended they otherwise would have had a claim for
$3.7 billion.

                       About General Motors

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

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

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

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

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

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


GETTY PETROLEUM: Unveils Restructuring; Closes Sale to LukOil
-------------------------------------------------------------
East Meadow, New York-based Getty Petroleum Marketing Inc. on
Monday announced the restructuring of its business as part of its
ongoing efforts to rationalize assets, eliminate parent-guaranteed
debt and reduce operating costs.

Under the restructuring, Getty has sold all assets unrelated to
the 890 properties leased from Getty Realty Corp.  Getty also
announced additional steps to manage costs including closing two
marketing regions, eliminating 194 jobs and exiting the direct-
supplied retail gasoline business.

In September 2009, Getty sold assets and inventory related to its
blending and supply to LUKOIL Pan Americas L.L.C. for $25.4
million.  Divesting this capital-intensive unit, which blended and
traded physical product, relieves Getty of significant parent
guaranteed short-term debt obligations.  LUKOIL Pan Americas
L.L.C. trading operations are unrelated to Getty.

On Monday, Getty completed the sale of 164 branded service station
properties, contracts to supply approximately 339 other stations
and other assets, including its home heating oil and propane gas
company, to LUKOIL North America LLC (LNA), for $195.5 million
dollars.  The assets sold are unrelated to the properties leased
from Getty Realty Corp.  Getty is using the sale proceeds to pay
off parent guaranteed long-term borrowings.  Vadim Gluzman, CEO of
LNA, stated, "LNA is expected to be the vehicle through which
Lukoil will concentrate its future growth in the United States."

Houlihan Lokey provided financial advice and Akin Gump Strauss
Hauer & Feld LLP provided legal advice on the transaction.


G-I HOLDINGS: Confirms Plan; IRS Plea for Stay Denied
-----------------------------------------------------
G-I Holdings Inc., formerly known as GAF Corp., has obtained
confirmation of a reorganization plan almost nine years after
filing a Chapter 11 petition.

After jointly presiding over the plan confirmation process that
started Sept. 30, U.S. District Judge Garrett E. Brown and U.S.
Bankruptcy Judge Rosemary Gambardella, in New Jersey, both signed
a 102-page opinion November 12 confirming G-I Holdings and
affiliate ACI Inc.'s Eight Amended Joint Plan of Reorganization.
The confirmation order took effect Monday, November 16, 2009.

District court approval of the plan was required because it dealt
with asbestos claims.

The confirmed plan incorporates a global settlement and compromise
of all of the disputes with the official asbestos claimants'
committee and the official representative of future asbestos
claimants and all other parties.  According to the Plan, an
asbestos trust will be created that will be a "qualified
settlement fund" within the meaning of Section 468B of the Tax
Code.  Among other things, the purpose of the Asbestos Trust is:

   a) to direct the processing, resolution, liquidation, and
      payment of all Asbestos Claims in accordance with section
      524(g) of the Bankruptcy Code, the Plan, the Asbestos Trust
      Agreement, the Asbestos Trust Distribution Procedures, and
      the Confirmation Order; and

   b) to preserve, hold, manage, and maximize the assets of the
      Asbestos Trust for use in paying and satisfying Asbestos
      Claims.

On the Plan's confirmation date, the Court will appoint the
individuals selected jointly by the Asbestos Claimants Committee
and the Legal Representative to serve as the Asbestos Trustees for
the Asbestos Trust pursuant to the terms of the Asbestos Trust
Agreement.

Asbestos claimants and other unsecured creditors are to receive
8.6%.

G-I obtained bankruptcy court approval of the disclosure statement
to the Plan in December, sending the plan to the voting process.
According to Bill Rochelle at Bloomberg News, although the
confirmation hearing was first scheduled in January, the company
was, because of market conditions, unable to obtain the letter of
credit necessary for funding the asbestos trust.  By June, G-I was
able to arrange for the letter of credit, modified the plan again,
and scheduled the confirmation hearing in September.  The
modifications to the Plan, last made in October, do not materially
or adversely affect the treatment of any creditors who voted to
accept the Plan during the voting process, the judges said.

Objections by the Internal Revenue Service, New York City Housing
Authority, and Los Angeles Unified School District and State of
Illinois to the confirmation of the Plan were overruled with
prejudice.

A copy of the Confirmation Opinion, along with the 8th Amended
Plan, is available for free at:

            http://bankrupt.com/misc/G-I_Plan_Opinin.pdf

                      IRS Stay Request Denied

The U.S. Internal Revenue Service requested a stay of the
Confirmation Order pending the outcome of any appeal.

The IRS had argued that a stay is warranted because "the premise
that the United States is made whole in the plan is in error with
respect to the taxes owed by the non-debtor entities protected by
this Court's order."   The IRS notes that the failure to grant a
stay of the confirmation order may equitably moot the ability to
raise these issues on any appeal.

The IRS pointed out that the Plan, as confirmed, enjoins the
United States from collecting tax liabilities owed by G-I Holdings
affiliates that have never been debtors.  The Plan also violates
the Bankruptcy Code by delaying payment of the United States' $315
million priority tax claim by over six years after assessment.

Under the Plan, non-debtor affiliates are, essentially, given a
release of their liability beyond what will be paid in the Plan.
The non-debtor releases are a serious legal issue for four
reasons: (1) the Third Circuit has not yet ruled whether these
releases are allowed under the Bankruptcy Code, (2) there is an
split among the circuits regarding this issue, and (3) to the
extent the Court relied on the Tolling Agreement's effect on non-
debtors' tax liabilities, the District Court lacks subject-matter
jurisdiction to determine that effect, and (4) the Anti-Injunction
Act prevents such releases against taxing authorities.

Despite the contentions made by the IRS, Judges Gambardella and
Brown, however, denied in their entirety the request to stay their
confirmation orders and a subsequent motion "to reconsider a stay
of consummation of confirmation."  A hearing on the matter was
held November 16.

                        About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The Company filed for bankruptcy after already
spending $1.5 billion paying asbestos claims from the 1967
acquisition of Ruberoid Co.

The Company filed for Chapter 11 protection on Jan. 5, 2001
(Bankr. D. N.J. Case No. 01-30135).  An affiliate, ACI, Inc.,
filed its own voluntary Chapter 11 petition on August 3, 2001.
The cases were consolidated on October 10, 2001.  Martin
J. Bienenstock, Esq., Irena Goldstein, Esq., and Timothy Q.
Karcher, Esq., at Dewey & Leboeuf LLP, represent the Debtors as
counsel.  Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at
Riker, Danzig, Scherer, Hyland, represent the Debtors as co-
counsel.  Lowenstein Sandler PC represents the Official Committee
of Unsecured Creditors.  Judson Hamlin was appointed by the Court
as the Legal Representative for Present and Future Holders of
Asbestos Related Demands.  Keating, Muething & Klekamp, P.L.L., is
the principal counsel to the Legal Representative of Present and
Future Asbestos-Related Demands.


GLOBAL AIRCRAFT: Victory to Acquire Assets Under Plan
-----------------------------------------------------
AzBiz.com reports that a bankruptcy court judge approved Global
Aircraft Solutions' reorganization plan, wherein Victory Park
Capital of Chicago agrees to acquire the company's major assets;
Hamilton Aeorospace for $4.25 million, and World Jet Corp. for $1
million.

The report says Ascent Aviation plans to continue operating from
Hamilton's facility at 6901 S. Park Ave. at Tucson International
Airport.

                 About Global Aircraft Solutions

Headquartered in Tucson, Arizona, Global Aircraft Solutions --
http://www.globalaircraftsolutions.com-- provides parts support
and maintenance, repair and overhaul (MRO) services for large
passenger jet aircraft to scheduled and charter airlines and
aviation leasing companies.  Hamilton Aerospace and World Jet,
both divisions of Global Aircraft Solutions, operate from adjacent
facilities comprising about 25 acres located at Tucson
International Airport.  These facilities include hangars,
workshops, warehouses, offices and other buildings.  Notable
customers include G.A. Telesis, AfriJet, Zero G, Swift Air, Pamir
Airways, Wind Rose Aviation, Jetran International, the Mexican
Presidential Fleet, SEDENA, Canadian North Airlines, Iraqi
Airways, Ryan International Airlines, and Alant Soyuz.

Global Aircraft filed for Chapter 11 bankruptcy protection on
January 30, 2009 (Bankr. D. Ariz. Case No. 09-01655).  Mary B.
Martin, Esq., at Lane & Nach, P.C., assists the company in its
restructuring effort.  The company listed $1,000,001 to
$10,000,000 in assets and $1,000,001 to $10,000,000 in debts.


GLOWPOINT INC: Posts $1,079,000 Net Loss for Q3 2009
----------------------------------------------------
GlowPoint Inc. reported a net loss of $1,079,000 for the three
months ended September 30, 2009, from a net loss of $1,853,000 for
the same period a year ago.  GlowPoint reported a net loss of
$3,158,000 for the nine months ended September 30, 2009, from a
net loss of $5,103,000 for the same period a year ago.

Revenue for the three months ended September 30, 2009, $6,541,000
from $6,066,000 for the same period a year ago.  Revenue for the
nine months ended September 30, 2009, was $19,928,000 from $18,557
for the same period a year ago.

At September 30, 2009, the Company had total assets of $7,192,000
against total liabilities of $8,777,000, resulting in
stockholders' deficit of $1,585,000.

"We have incurred recurring operating losses and negative
operating cash flows since our inception including a net loss
attributable to common stockholders of $3,222,000 for the nine
months ended September 30, 2009.  At September 30, 2009, we had
cash and cash equivalents of $1,124,000, a working capital deficit
of $4,355,000 and an accumulated deficit of $165,016,000.  We have
raised capital in private placements and have amended the terms of
our Preferred Stock to eliminate any dividends until January 2013,
but continue to sustain losses and negative operating cash flows.
Additionally, current economic conditions may cause a decline in
business and consumer spending which could adversely affect our
business and financial performance.  These factors raise
substantial doubt as to our ability to continue as a going
concern," the Company said in its Form 10-Q filing with the
Securities and Exchange Commission.

"Assuming we are able to negotiate favorable terms with the
authorities regarding our sales and use taxes and we are not
adversely affected by the current economic conditions, we believe
that our available capital as of September 30, 2009 will enable us
to continue as a going concern through September 30, 2010.  There
are no assurances that we will be able to raise additional capital
as needed upon acceptable terms, nor that the current economic
conditions will not negatively impact us.  If the current economic
conditions negatively impact us and/or we are unable to raise
additional capital as needed upon acceptable terms, it would have
a material adverse effect on the Company," the Company said.

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?4979

Based in Hillside, New Jersey, Glowpoint, Inc.. provides advanced
video communications solutions.  Its suite of telepresence and
video communications solutions enable organizations to communicate
with each other over disparate networks and technology platforms
-- empowering business, governmental agencies and educational
institutions to sharply boost the impact and productivity of their
internal and external communications while at the same time
reducing their on-going operating costs.  The Company supports
thousands of video communications systems in more than 35
countries with its 24/7 managed video services, powering
Fortune(R) 500 companies, major broadcasters, as well as global
carriers and video equipment manufacturers and their customers
around the world.


GMAC INC: Board Boots Out CEO de Molina; Carpenter Gets Post
------------------------------------------------------------
"In a surprise move, the head of GMAC Financial Services -- the
giant, taxpayer-supported auto lender -- was ousted Monday," The
Wall Street Journal's Dan Fitzpatrick and David Enrich reports.

Messrs. Fitzpatrick and Enrich say the forced resignation of
Alvaro de Molina after only 19 months as chief executive caps a
series of clashes with regulators and mounting board frustration
over his turnaround plans for the Detroit company.

The Journal notes that GMAC has received $12.5 billion in taxpayer
money since December 2008 in two installments, giving the U.S.
government a 35.4% stake and growing power over the firm's
trajectory.

GMAC reported a third quarter 2009 net loss of $767 million,
compared to a net loss of $2.5 billion in the third quarter of
2008.  Results in the quarter were adversely affected by losses
related to legacy assets in the mortgage operations.

According to the Journal, government officials said they made no
suggestion to GMAC's board to dump Mr. de Molina. "That was 100%
GMAC's decision," Treasury spokesman Andrew Williams said.

The shakeup comes as GMAC talks to regulators about a third
helping of federal aid, Messrs. Fitzpatrick and Enrich say.  The
U.S. is likely to inject billions more on top of the money already
given, Messrs. Fitzpatrick and Enrich add.

Michael A. Carpenter, a GMAC director who previously led Citigroup
Inc.'s global investment bank, will assume Mr. de Molina's post.

The Journal notes that Mr. Carpenter joined the board in May as
part of the government's toughened scrutiny of GMAC, which was
triggered by a U.S. guarantee of GMAC debt.  The Treasury
Department filled two of the seven board seats.

According to the Journal, Mr. de Molina was told of his ouster
around noon Monday in a meeting at the midtown Manhattan offices
of law firm Davis Polk & Wardwell LLP, GMAC's outside counsel.
According to a person who attended the meeting, Mr. de Molina said
he would leave without severance pay and didn't want to do
anything that could expose GMAC to criticism, the Journal adds.

The Journal says Mr. Carpenter, 62, a U.K. native, has had a
storied history in the financial world.  In the mid-1990s, he was
ousted as Kidder, Peabody Group Inc.'s chairman and CEO after the
securities firm was hit by a bond-trading scandal involving a
rogue trader, Joseph Jett, booking fictitious trades.  He went on
to help build Citigroup into one of the most powerful financial
institutions in the world.

The Journal also says Mr. Carpenter and GMAC directors plan to
readjust GMAC's strategy.  "The centerpiece will be resolving the
problems facing its Rescap mortgage unit, which will improve
GMAC's ability to secure low-cost funding via the capital markets,
and focusing GMAC on a core auto-lending mission," the Journal
says.

Mr. Carpenter has resigned his seat on the board of CIT Group
Inc., the troubled small-business lender, the Journal says.

The Journal says Mr. de Molina was surprised by the board's
decision, said a person familiar with his thinking, although there
were periods earlier in the year when the CEO thought he might be
removed amid disputes with regulators.  The report notes that Mr.
de Molina also has clashed with the head of Cerberus Capital
Management, Stephen Feinberg, who had a seat on GMAC's board.
Cerberus installed Mr. de Molina as chief operating officer in
August 2007 and elevated him to CEO the following year.

As reported by the Troubled Company Reporter on November 6, 2009,
GMAC has said it continues to focus on finding solutions for
certain legacy and non-strategic assets that are no longer part of
the long-term strategic vision and represent barriers to restoring
financial health.

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

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

GMAC also continues to execute its five core strategies:

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

                          About GMAC Inc.

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

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

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

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

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

                         *     *     *

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

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

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


GPX INT'L: Investor Group Offering $10MM for Solid Tire Assets
--------------------------------------------------------------
An investor group partnering with members of GPX International
Tire Corp. management team is offering $10 million for GPX's solid
tire business and several manufacturing facilities in the United
States and China.

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, 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.

The bidders, known collectively as MITL Acquisition Co. L.L.C.,
agreed to assume $1.3 million in "designated liabilities,"
RubberNews.com reported, citing papers filed with the Court.
MITL Acquisition has deposited $450,000 in an escrow account to
secure its bid.

                      About GPX International

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

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


GREAT LAKES: Moody's Upgrades Corporate Family Ratings to 'B2'
--------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family and
probability of default ratings of Great Lakes Dredge & Dock
Corporation to B2 from B3.  The rating outlook is stable.

The upgrade to B2 reflects GLDD's backlog gains and a view that
2009's earnings gains should continue in 2010.  The company's
improved performance reflects a domestic dredging bid market on
course to exceed $1 billion in 2009 -- the highest market bid
level since 2002.  U.S. fiscal stimulus spending has driven
maintenance dredging demand, while greater domestic demand for
beach nourishment and capital dredging unrelated to fiscal
stimulus, has developed as well.  The B2 corporate family rating
balances the historically volatile domestic dredging bid market
with GLDD's good market position, expectation of sustained net
profits and moderate financial leverage over 2010.  Although
GLDD's efforts to reposition some dredges to the Middle East will
not achieve the intended near-term success due to declining
development activity in that region, the company has repositioned
several of those assets back to the U.S. to be more productively
employed.

The stable outlook reflects GLDD's focus on reducing debt as
earnings have grown, a view that leverage should remain low for
the B2 rating level (in the mid-3.0 times range, Moody's adjusted
basis) as domestic dredging demand levels remain favorable, and an
adequate liquidity profile.  While GLDD's utilization rate remains
high meeting stronger domestic, rather than foreign demand,
working capital needs should be in-check as well.  Lower working
capital needs and higher earnings should enable continued good
free cash flow for further debt reduction over 2010.

Upward rating momentum is currently constrained by the risk of
domestic bid market declines in the intermediate term.  The amount
of free cash flow that GLDD can generate for debt reduction in
coming quarters could be material, but probably will not be
substantial relative to the debt load, while U.S. federal and
state fiscal deficits could again weaken bid market stability.
The outlook could be positively impacted by enactment of
legislation that improves visibility of U.S. harbor maintenance
work, such as the Harbor Trust Fund Maintenance initiative.

The ratings changes are:

  -- Corporate family to B2 from B3

  -- Probability of default to B2 from B3

  -- $175 million 7.75% Gtd Sr Sub Notes due 12/2013 to B3, LGD 5,
     73% from Caa1, LGD 5, 73%

Moody's last rating action on GLDD occurred December 22, 2008,
when the ratings outlook was changed to positive from stable.

Great Lakes Dredge & Dock Corporation founded in 1890 and
headquartered in Oak Brook, Illinois is the largest provider of
dredging services in the United States.  Revenues for the last
twelve month revenues ended September 30, 2009, were $581 million.


GUIDED THERAPEUTICS: Posts $1,588,000 Net Loss for Q3 2009
----------------------------------------------------------
Guided Therapeutics, Inc., posted a net loss of $1,588,000 for the
three months ended September 30, 2009, from a net loss of
$2,070,000 for the same period a year ago.  The Company posted a
net loss of $3,574,000 for the nine months ended September 30,
2009, from a net loss of $4,770,000 for the same period a year
ago.

Service revenue for the three months ended September 30, 2009, was
$340,000 from $577,000 for the same period a year ago.  Service
revenue for the nine months ended September 30, 2009, from
$1,115,000 from $1,000,000 for the same period a year ago.

At September 30, 2009, the Company had $1,385,000 in total assets
against $12,694,000 in total liabilities, resulting in $11,309,000
in capital deficit.

As of June 30, 2009, the Company had $870,000 in total assets and
$10,866,000 in total liabilities, resulting in capital deficit of
$9,996,000.

At September 30, 2009, the Company's current liabilities exceeded
current assets by approximately $12 million and it had a capital
deficit due principally to its recurring losses from operations.
As of September 30, 2009, the Company was past due on payments due
under its notes payable in the amount of approximately $429,000.
In December 2008, the Company issued $2.3 million in 2008
Convertible Notes.  Of this amount, $1.3 million represents
existing loans that were converted into 2008 Convertible Notes.
During 2009 the Company has issued additional short term notes to
fund operations.  On August 31, 2009, the Company converted all of
these notes into 2007 Notes, which are subject to the Automatic
Conversion.

On August 31, 2009, the Company issued additional 13% Senior
Secured Convertible Notes of the Company in the aggregate
principal amount of approximately $3.6 million, and were
principally sold to certain existing security holders of the
Company.  Prior to the issuance of these notes, there were
approximately $4.6 million in aggregate principal amount of 13%
Senior Secured Convertible Notes outstanding.  Accrued interest on
those notes, as of August 31, 2009, was approximately
$1.6 million.

On October 29, 2009, Guided Therapeutics received a $250,000
payment from Konica Minolta Optical, Inc., as part of a one-year
agreement to co-develop non-invasive cancer detection products.
On April 30, 2009, GT entered into a one year agreement for
$750,000 with KMOT.  The Company received $500,000 on the
Agreement on May 15, 2009.

The co-development agreement follows two years of collaborative
preparations to identify large market opportunities that would
benefit from GT's proprietary technology.  The new products, for
the detection of lung and esophageal cancer, are based on the
Company's LightTouch(TM) non-invasive cervical cancer detection
technology, which is undergoing the FDA's premarket approval
process.

On November 5, 2009, the Company said its non-invasive cervical
cancer detection device trial confirms current tests miss disease
and create high false positive rates.

On October 5, 2009, the Company was awarded a $2.5 million
matching grant by the National Cancer Institute to bring to market
and expand the array features for its LightTouch(TM) non-invasive
cervical cancer detection technology.  The award provides
resources to complete the regulatory process and begin
manufacturing ramp up for the device and single-patient-use
disposable.  Under the award, the Company will receive
$1.0 million for years 2009 and 2010 and $517,000 for year 2011.

The Company said if sufficient capital cannot be raised at some
point in the first quarter of 2010, the Company might be required
to enter into unfavorable agreements or, if that is not possible,
be unable to continue operations, and to the extent practicable,
liquidate or file for bankruptcy protection.  "[T]his effort is
on-going," the Company said.

The Company also noted these factors raise substantial doubts
about its ability to continue as a going concern, noting that
additional debt or equity financing will be required for the
Company to continue its business activities.

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?497b

The 2009 annual meeting of Guided Therapeutics stockholders was
slated for November 13, 2009, at the Company's headquarters,
located at 4955 Avalon Ridge Parkway, Suite 300, Norcross, Georgia
30071, for these purposes:

     1. To elect six directors;

     2. To approve an amendment to the Company's Restated
        Certificate of Incorporation, as amended, to reclassify
        the series A convertible preferred stock into common stock
        and warrants to purchase shares of common stock;

     3. To approve and adopt an amendment to the Company's 1995
        Stock Plan, as amended, increasing the number of shares
        available for grant by 1.8 million shares;

     4. To ratify the appointment of UHY LLP as the Company's
        independent registered public accounting firm for the 2009
        fiscal year; and

     5. To transact other business as may properly come before the
        annual meeting or any adjournment of the annual meeting.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?497c

                     About Guided Therapeutics

Norcross, Georgia-based Guided Therapeutics, Inc. (Pink Sheets:
GTHP) is a medical technology company focused on developing
innovative medical devices that have the potential to improve
health care.  The Company is currently focused on completing the
development of cervical cancer detection device.


HILCORP ENERGY: Moody's Upgrades Corporate Family Ratings to 'B1'
-----------------------------------------------------------------
Moody's Investors Service upgraded Hilcorp Energy I, L.P.'s
Corporate Family Rating to B1 from B2, and its senior unsecured
note rating to B2 from B3.  The outlook is stable.

The upgrade reflects Hilcorp's strong production growth trends
from investments, comparatively stable production and a long
generally productive history in most of its focus regions, and an
expected continued reduction in financial leverage.  Though
Hilcorp has an aggressive acquisition strategy the company has
indicated it will appropriately contain leverage.

Hilcorp has had a successful track record for replacing production
through its acquire and exploit strategy of purchasing mature
properties from the majors then adding reserves through the
drillbit, with an estimated 14% compounded annual growth rate from
year-end 2002 projected through year-end 2009.  The relatively low
three-year drillbit costs of almost $15.90/boe at year-end 2008
underlines Hilcorp's solid exploitation reserve replacement trend
and also reflects management's strong operational expertise.
Hilcorp operates 92% of its net production.

The ratings are restrained by historically high leverage
(including its volumetric production payment, VPP) due to capital
spending and acquisitions far in excess of retained cash flow
after cash distributions to Hilcorp's owner.  Funding shortfalls
have been funded with asset sales, debt and VPP financing.
Additionally, the ratings are restrained by a high leveraged unit
full-cycle cost structure in the range of $40/boe.  However,
Moody's expectation for 2010 is that management will continue to
reduce costs and leverage.

The ratings are further constrained by the call on future cash
flow of required future development costs now estimated to between
$800 to $900 million to bring the proven non-producing reserve
component to production, and Moody's expectation that Hilcorp may
remain acquisitive and would fund acquisitions with debt.  Moody's
also believe that annual cash distributions to Hilcorp's owner
could remain significant.  Hilcorp's high operating costs are
driven by low production per wellbore and high maintenance costs,
the result of the costs incurred to sustain optimum production
from very mature properties long in decline.

The stable outlook is based on an expectation that Hilcorp funds
its capital expenditures at levels largely in line with its
operating cash flows while achieving its production growth
targets.  The outlook could be changed to negative if spending
were to materially exceed operating cash flow.  The outlook could
also be pressured or the ratings downgraded if the company were to
significantly increase debt through further property acquisitions,
dividends, and/or outspend its operating cash flows and raise
leverage on PD reserves materially above its current range of
approximately $9.95 per boe.

Hilcorp's liquidity is strong.  Management intends to fund its
capital program through internal cash flow over the near term.
Hilcorp has approximately $6 million of cash and a $450 million
revolver led by Deutsche Bank with $49 million drawn on a
$380 million borrowing base at September 30, 2009.  The revolver
has two numerical based covenant tests: a minimum liquidity ratio
of 1.0x; and, a maximum total debt (includes VPP) coverage ratio
of 3.5x.

The ratings for the senior unsecured notes reflect both the
overall probability of default of the company, to which Moody's
assigns a PDR of B1, and a loss given default of LGD 4, 66%,
previously LGD 5, 77%.  The B2 rating of the senior unsecured
notes reflects their position in Hilcorp's capital structure,
including the subordination to all first lien senior secured
creditors and full guarantees of existing and future subsidiaries.

The last rating action was on October 19, 2007, hen Moody's
assigned a B3 to senior unsecured notes and affirmed the B2 CFR
rating.

Hilcorp is a private limited partnership engaged in onshore and
coastal oil and gas production, acquisitions, exploitation, and
divestitures.  Hilcorp acquires properties late in their
productive lives with a goal of boosting production through
recompletions, workover and repair of downhole hardware,
restimulation of the wellbore/reservoir interface, and
refracturing of reservoir rock.


HYDROGENICS CORP: Eyes $16 Million in Securities Offering
---------------------------------------------------------
Hydrogenics Corporation has filed a preliminary short form base
shelf prospectus with certain Canadian securities regulatory
authorities, and a corresponding registration statement on Form
F-3 with the U.S. Securities and Exchange Commission.  The shelf
prospectus will allow Hydrogenics to offer, from time to time,
over a 25-month period up to US$16,000,000 of debt, equity or
other securities.

The filings are intended to restore Hydrogenics' flexibility to
access the capital markets that was available to Hydrogenics with
its prior shelf prospectus and corresponding registration
statement on Form F-10, which were withdrawn earlier this year, as
disclosed in the management proxy circular dated June 25, 2009 in
connection with the previously announced non-dilutive financing
transaction involving Algonquin Power Income Fund.

Except as otherwise may be disclosed in a prospectus supplement
relating to a particular offering, Hydrogenics currently intends
to use the net proceeds received to fund current operations and
potential future growth opportunities.  Should Hydrogenics, offer
any securities, it will make a prospectus supplement available
that will include the specific terms of the securities being
offered.

Hydrogenics is not required to offer or sell all or any portion of
the securities in the future and will only do so if market
conditions warrant.

A receipt for the final short form base shelf prospectus has not
yet been obtained from the Canadian securities regulatory
authorities and the shelf registration statement has not become
effective.  Prior to the time a receipt is issued by the Canadian
securities regulatory authorities for the final short form base
shelf prospectus and the shelf registration statement becomes
effective, no securities may be sold, nor may offers to buy be
accepted, pursuant to these documents.

A full-text copy of the prospectus is available at no charge at:

                   http://ResearchArchives.com/t/s?4980

On October 27, 2009, Hydrogenics closed a non-dilutive financing
transaction with Algonquin Power Income Fund (Toronto: APF.UN)
with gross cash proceeds of approximately C$10.8 million.  The
financing transaction involved (i) a plan of arrangement between
New Hydrogenics; Algonquin Power & Utilities Corp., formerly
Hydrogenics Corporation -- Old Hydrogenics; and Old Hydrogenics'
wholly owned subsidiaries, Stuart Energy Systems Corporation and
Hydrogenics Test Systems Inc.; and (ii) take-over bids pursuant to
which Old Hydrogenics made offers to acquire all of the issued and
outstanding units and convertible debentures of Algonquin Power
Income Fund.

Pursuant to the Plan of Arrangement, Old Hydrogenics, Stuart
Energy and Test Systems transferred substantially all of their
assets and liabilities to New Hydrogenics and the existing class
of common shares of Old Hydrogenics were redeemed for common
shares in the capital of New Hydrogenics.  New Hydrogenics has
substantially all of the same assets, liabilities, directors,
management and employees as Old Hydrogenics had previous to the
Transaction, except for certain tax attributes that remain behind,
and Old Hydrogenics shareholders have become shareholders of New
Hydrogenics.

Pursuant to the Offers, unitholders of Algonquin Power have
exchanged their Units for a new class of common shares of Old
Hydrogenics, and debentureholders of Algonquin Power have
exchanged their convertible debentures for convertible debentures
of Old Hydrogenics or New Common Shares, which has resulted in,
among other things, unitholders of Algonquin Power becoming
shareholders of Old Hydrogenics and Algonquin Power becoming a
subsidiary entity of Old Hydrogenics.  Old Hydrogenics has been
renamed "Algonquin Power & Utilities Corp." and New Hydrogenics
continues the Hydrogenics business as "Hydrogenics Corporation".

Subject to the final approval of the Toronto Stock Exchange and
NASDAQ Global Market the common shares of New Hydrogenics will
trade on the TSX under the symbol "HYG" and on NASDAQ under the
symbol "HYGS".  The existing certificates for Old Hydrogenics
common shares represent common shares of New Hydrogenics.

The Company had indicated that in the event that the transaction
with the trustees of Algonquin Power Income Fund is either not
completed, or is delayed, it will require additional financing in
the fourth quarter of 2009 to continue its operations as a going
concern. In the event that the proposed transaction is completed,
the Company anticipates it will require additional funding during
2010.

As of September 30, 2009, the Company had $33.2 million in total
assets against $22.6 million in total liabilities.

                        About Hydrogenics

Based in Mississauga, Ontario, Hydrogenics Corporation (TSX: HYG;
Nasdaq: HYGS) -- http://www.hydrogenics.com/-- develops and
provides hydrogen generation and fuel cell products and services,
serving the growing industrial and clean energy markets.
Hydrogenics has operations in North America and Europe.

This concludes the Troubled Company Reporter's coverage of
Hydrogenics until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


IPCS INC: Ireland Acquisition Amends Tender Offer Statement
-----------------------------------------------------------
Ireland Acquisition Corporation and Sprint Nextel Corporation have
filed Amendment No. 1 to the Tender Offer Statement which was
filed with the Securities and Exchange Commission on October 28,
2009.  Ireland Acquisition Corporation is a Delaware corporation
and a wholly-owned subsidiary of Sprint Nextel.  The Schedule TO
relates to the offer by Ireland Acquisition to purchase all of the
outstanding shares of common stock, par value $0.01 per share, of
iPCS, Inc. for $24.00 per share, net to the seller in cash, less
any required withholding taxes and without interest, upon the
terms and conditions set forth in the Offer to Purchase, dated
October 28, 2009, a copy of which is attached to the Schedule TO
as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a
copy of which is attached to the Schedule TO as Exhibit (a)(1)(B).

The information set forth in the Schedule TO remains unchanged,
except that such information is hereby amended and supplemented to
the extent specifically provided herein.

The information set forth in Item 4 of the Schedule TO and in the
section entitled "2.  Acceptance for Payment and Payment for
Shares" of the Offer to Purchase is hereby amended and
supplemented by deleting in its entirety the sixth paragraph of
such section of the Offer to Purchase and replacing it with the
following:

"If any tendered Shares are not accepted for payment for any
reason pursuant to the terms and conditions of the Offer, or if
Share Certificates are submitted for more Shares than are
tendered, Share Certificates evidencing unpurchased or untendered
Shares will be returned without expense to the tendering
stockholder (or, in the case of Shares tendered by book-entry
transfer into the Depositary's account at the Book-Entry Transfer
Facility pursuant to the procedures set forth in Section 3, such
Shares will be credited to an account maintained at the Book-Entry
Transfer Facility), promptly after the expiration or termination
of the Offer."

The information set forth in Item 4 of the Schedule TO and in the
section entitled "15.  Conditions of the Offer" of the Offer to
Purchase is hereby amended and supplemented by deleting in its
entirety the first sentence of the last paragraph of such section
of the Offer to Purchase and replacing it with the following:

"The foregoing conditions, other than the Minimum Tender
Condition, are for the sole benefit of Sprint Nextel and the
Offeror and may be asserted or waived in whole or in part at any
time and from time to time in their sole and absolute discretion,
subject in each case to the terms of the Merger Agreement and the
applicable rules and regulations of the Commission."

The information set forth in Item 11 of the Schedule TO and in the
section entitled "11.  The Merger Agreement, the Stockholders
Agreement, the Settlement Agreement and the Confidentiality
Agreement" of the Offer to Purchase is hereby amended and
supplemented by deleting in its entirety the second paragraph of
such section of the Offer to Purchase and replacing it with the
following:

"The description of the provisions of the Merger Agreement should
not be read alone, but instead should be read only in conjunction
with the information provided elsewhere in this Offer to Purchase
and in the documents incorporated by reference into this Offer to
Purchase and the Schedule TO."

The information set forth in Item 11 of the Schedule TO and in the
sections entitled "15.  Conditions of the Offer" and "16.  Certain
Legal Matters and Regulatory Approvals - Antitrust" of the Offer
to Purchase is hereby amended and supplemented by adding the
following to the end of existing subsections (a)(2) and (a)(3) of
Item 11 of the Schedule TO and at the end of each of such sections
of the Offer to Purchase:

"The waiting period applicable to the Offer and the Merger under
HSR Act expired at 11:59 p.m. New York City time, on November 10,
2009.  Accordingly, the condition to the Offer that any applicable
waiting period under the HSR Act has expired or terminated has
been satisfied.  The Offer continues to be conditioned upon the
other conditions described in the Offer to Purchase."

A full-text copy of Amendment No. 1 is available for free at:

               http://researcharchives.com/t/s?4974

Full-text copies Exhibits (a)(1)(A) and (a)(1)(B) are available
for free at:

               http://researcharchives.com/t/s?47e8
               http://researcharchives.com/t/s?4976

                         About iPCS, Inc.

Schaumburg, Illinois-based iPCS, Inc. (NASDAQ: IPCS) -
http://ipcswirelessinc.com/-- through its operating subsidiaries,
is a Sprint PCS Affiliate of Sprint Nextel Corporation with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee.  The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), the Tri-Cities region of
Tennessee (Johnson City, Kingsport and Bristol), Scranton (PA),
Saginaw-Bay City (MI), Central Illinois (Peoria, Springfield,
Decatur, and Champaign) and the Quad Cities region of Illinois and
Iowa (Bettendorf and Davenport, IA, and Moline and Rock Island,
IL).

As of September 30, 2009, iPCS' licensed territory had a total
population of approximately 15.1 million residents, of which its
wireless network covered approximately 12.7 million residents, and
iPCS had approximately 720,100 subscribers.

At September 30, 2009, iPCS, Inc.'s consolidated balance sheets
showed $559.2 million in total assets and $592.2 million in total
liabilities, resulting in a $33.0 million shareholders' deficit.

In October 2009, Standard & Poor's Ratings Services placed iPCS
Inc., including its 'B' corporate credit rating, on CreditWatch
with positive implications following an agreement to be merged
with Sprint Nextel (BB/Negative/--).  Moody's Investors Service
affirmed iPCS, Inc.'s B3 corporate family and probability of
default ratings, B1 rating of the Company's 1st lien notes and the
Caa1 rating of 2nd lien notes.


JAMES RIVER: S&P Assigns 'B-' Rating on $150 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
issue level rating and '4' recovery rating to James River Coal
Co.'s new $150 million senior convertible notes due 2015 based on
preliminary terms and conditions.

At the same time, S&P affirmed all ratings on the company,
including its 'B-' corporate credit rating, and revised the
outlook to positive from stable.

S&P understands from the company that the new notes rank pari
passu with its existing senior unsecured notes and have the same
guarantees from its operating subsidiaries.  Proceeds from the
issuance are being used to replace the company's $60 million
letter of credit facility and to add to the company's cash balance
for general corporate purposes.

"The affirmation and outlook change reflect greater liquidity
following the note issuance and S&P's expectation that, despite
the potential for weaker earnings in 2010 as a result of a decline
in coal demand, attractive contracted pricing to date should allow
credit metrics to remain acceptable for the current rating," said
Standard & Poor's credit analyst Sherwin Brandford.  "We expect
leverage to remain below 6x and S&P believes the company will
continue to be compliant with the covenants governing its credit
facility."

The 'B-' corporate credit rating on James River reflects the
company's small size, high operating costs, capital-intensive
operations, and limited geographic diversity.  The rating also
reflects the challenges of operating in the Central Appalachian
region, which is increasingly expensive and difficult to mine
because of mature, thinning seams; escalating costs; and stringent
permitting and safety regulations.  Still, James River is
currently benefitting from favorable contract prices for its coal.


KEMET CORP: Posts $93.1 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
KEMET Corporation reported a net loss of $93.1 million for the
second quarter ended September 30, 2009, compared with a net loss
of $85.1 million in the same period in the previous fiscal year.

Net sales for second quarter of fiscal year 2010 were
$173.3 million, which represented a 26.2% decrease from net sales
of $234.8 million in the second quarter of fiscal year 2009.
Sales declined in all of the Company's business segments when
compared to the same period of fiscal year 2009.

Operating loss for the second quarter of fiscal year 2010 was
$2.9 million compared to an operating loss of $79.5 million for
the second quarter of fiscal year 2009.  Gross margin decreased
$3.1 million as compared to the same quarter a year ago.
Operating expenses decreased $4.4 million and restructuring
charges were $16.9 million lower than the second quarter of fiscal
year 2009.  Additionally, the Company incurred no charges for
goodwill impairment and the write down of long-lived assets in the
current quarter compared to charges of $86.9 million for goodwill
impairment and the write down of long-lived assets in the second
quarter of fiscal year 2009.  Partially offsetting these items was
the $28.5 million net gain on sale of assets which was recognized
in the second quarter of fiscal year 2009.

Other expense increased from an expense of $4.4 million in the
second quarter of fiscal year 2009 to an expense of $88.5 million
in the second quarter of fiscal year 2010.  Other expense
increased in the second quarter of fiscal year 2010 versus the
comparable period in the prior year primarily due to an
$81.1 million increase in value of the warrant and an increase in
foreign currency translation losses of $5.7 million.  These
unfavorable items were offset by a $2.2 million loss on
extinguishment of debt recognized in the second quarter of fiscal
year 2009 and a decrease in interest expense of $1.0 million in
the second quarter of fiscal year 2010 compared to the
corresponding period in fiscal year 2009 due to a decrease in the
overall level of debt outstanding.

For the six months ended September 30, 2009, the Company reported
a net loss of $68.0 million, compared with a net loss of
$274.4 million in the same period in 2008.  Net sales for the six
month period ended September 30, 2009, decreased by
$154.2 million, or 32.3%, to $323.4 million compared to the same
period in fiscal year 2009.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $740.7 million in total assets, $446.1 million in total
liabilities, and $294.6 million in total 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?4986

               Cash and Cash Equivalents/Total Debt

Cash and cash equivalents were $57.4 million at September 30,
2009, compared with cash and cash equivalents of $39.2 million at
March 31, 2009.

At September 30, 2009, the Company's total debt, including current
maturities, was $258.7 million, compared with total debt,
including current maturities, of $306.7 million at March 31, 2009.

                       Going Concern Doubt

The Company's 2009 annual report included disclosure and an audit
opinion that expressed substantial doubt about the Company's
ability to continue as a going concern.  The auditors cited a
decline in net sales, profitability and liquidity during the year
ended March 31, 2009.

                     About KEMET Corporation

Based in Simpsonville, South Carolina, KEMET Corporation (Other
OTC: KEME) -- http://www.KEMET.com/-- is a leading manufacturer
of the majority of capacitor types, including tantalum, multilayer
ceramic, solid aluminum, plastic film, paper and electrolytic
capacitors.  Capacitors are one of the essential passive
components used in circuit boards.

KEMET manufactures capacitors in Bulgaria, China, Finland,
Germany, Indonesia, Italy, Mexico, Portugal, Sweden, the United
Kingdom, and the United States.


LEAR CORP: S&P Assigns Corporate Credit Rating at 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services said it has assigned Lear Corp.
a 'B' corporate credit rating.  The outlook is stable.

S&P also assigned a 'BB-' issue rating (two notches above the
corporate credit rating) and '1' recovery rating to the new
company's proposed $400 million, first-lien exit facility; and a
'BB-' issue rating and '1' recovery rating to the new company's
proposed $550 million, second-lien term loan facility.  Lear has
total balance sheet debt of approximately $996 million, a
reduction of more than 75% from pre-bankruptcy levels.

"The ratings reflect what S&P considers to be Lear's aggressive
financial risk profile and weak business risk profile," said
Standard & Poor's credit analyst Lawrence Orlowski.  "We project
that Lear's global sales for 2010 will grow 12% year over year and
more than 10% in 2011 as global auto sales begin to recover," he
continued.

Still, S&P believes leverage, as measured by adjusted debt to
EBITDA, will remain high, at more than 5.0x at the end of 2010.
However, S&P believes leverage could decline significantly in 2011
if global light-vehicle sales stay in line with S&P's
expectations.  S&P expects U.S. light-vehicle sales in 2010 of
10.9 million units, up only slightly from S&P's current assumption
of 10.2 million units in 2009.

Lear is a leading, Tier 1 global automotive supplier and had sales
of $13.6 billion in 2008.  The company is made up of two
divisions: seating systems and electrical/electronics.

In S&P's view, prospects for positive free cash flow generation
will improve, mostly because of a lower cash interest burden.  The
company should benefit, in S&P's view, from higher operating
profitability because of various past restructuring actions, such
as transferring manufacturing capacity to lower-cost regions,
reducing manufacturing capacity, and eliminating administrative
overhead.  Still, S&P assume the company will generate negative
free operating cash flow in fiscal 2010, but positive free
operating cash flow in fiscal 2011.  However, if auto production
drops suddenly again, Lear could begin using cash at levels
greater than S&P currently assumes.

Liquidity appears to be adequate for near-term needs in the
current economy.  The company lacks a revolving credit facility
but has more than $1 billion in cash and cash equivalents on its
balance sheet.  S&P believes this should provide a sufficient
cushion to cover S&P's projection of Lear's operating cash needs.
Intra-quarter working capital should peak at about $400 million as
auto production volumes increase.

Lear's business risk profile is weak, largely because of volatile
auto production levels, high fixed costs, fierce competition, and
severe pricing pressures that characterize the global auto
supplier industry.  Furthermore, Lear has significant exposure to
General Motors Co. (unrated) and Ford Motor Co. (B-/Stable/--).
In the profitable seating systems division, Lear derives about 25%
of its revenue from GM.  S&P believes this concentration means the
business prospects of the new GM following its restructuring
constitute a risk to Lear's profitability.  S&P expects Lear to
remain the No. 2 player in the global seating systems market.
Business in China is growing strongly, and Lear's backlog for the
next three years stands at $1.4 billion.

The company pursues what it characterizes as a low-cost-country
strategy designed to increase global manufacturing and engineering
competitiveness.  Lear has indicated that it has more than 100
manufacturing and engineering facilities in 21 countries that it
characterizes as low-cost, and it has increased low-cost
engineering capabilities in China, India, and the Philippines.
These actions should especially help its electrical/electronics
division support global platforms and increase in scale, thereby
bolstering profitability in this business.

Under the plan of reorganization, Robert Rossiter and Matthew
Simoncini will remain CEO and CFO, respectively, of the new Lear.
Mr. Rossiter also is expected to remain chairman of the board.

The outlook is stable.  S&P could lower the rating if free
operating cash flow generation in 2010 is significantly worse than
the negative $170 million S&P currently expects, or if free
operating cash flow remains negative in 2011.  S&P believes either
of these events could occur if global light-vehicle sales fail to
recover in 2010, which could also lead to tighter cushions under
the leverage and coverage covenants.  These covenants tighten
sharply over the next year.

S&P could consider raising the rating if auto production is
stronger than S&P expects, contributing to substantial positive
cash flow generation, a debt-to-EBITDA ratio below 4.5x, and funds
from operations exceeding 15% on a sustainable basis.  For
example, S&P estimates that these ratio requirements could be met
if gross margins rose to about 5%.


LEHMAN BROTHERS: LBI Trustee Has Administered $110 Billion
----------------------------------------------------------
James W. Giddens, the Trustee for the Liquidation of Lehman
Brothers Inc. (LBI), with assistance of his counsel at Hughes
Hubbard & Reed LLP, on November 11 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 (SIPA) liquidation of the
largest broker-dealer ever to fail and one of the largest and most
complex insolvency proceedings in history.  The Report is
available on the Trustee's Web site http://www.lehmantrustee.com/

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 $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 (Europe), 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)


LIGHTPATH TECH: Posts $706,000 Net Loss in FY2010 First Quarter
---------------------------------------------------------------
Lightpath Technologies, Inc. has reported its financial results
for the fiscal first quarter ended September 30, 2009.

Net loss for the first quarter of fiscal 2010 was $706,000 or
$0.09 per basic and diluted common share, compared with a net loss
of $1.0 million or $0.19 per basic and diluted per common share
for the same period in fiscal 2009 and a net loss of $318,000 or
$0.05 per basic and diluted common share for the fourth quarter of
fiscal 2009.  This represents a $317,000 decrease in net loss
compared to the first quarter of fiscal 2009.  Weighted-average
shares outstanding increased to 7,603,580 in the first quarter of
fiscal 2010 compared to 5,412,059 in the first quarter in fiscal
2009 primarily due to the issuance of common shares related to the
partial conversion of debenture and the private placement of
common stock in the first quarter of fiscal 2010.

Revenue for the first quarter of fiscal 2010 ended September 30,
2009, totaled $1.6 million compared to $2.3 million for the first
quarter of fiscal 2009, a decrease of 33%.  The decrease from the
first quarter of the prior fiscal year was primarily attributable
to lower sales volumes across all product lines except molded
optics.

Mr. Jim Gaynor, President and CEO of LightPath, commented, "During
the first quarter of fiscal 2010 we saw an increase in our new
order volume as evidenced by the 35% increase in our backlog
scheduled to ship within 12 months.  This increase was led by
Asian telecom applications and laser tool applications with
particular strength in gun sights.  I am excited about our
recently announced distribution agreements with WPG Americas and
WPG SA in Asia and with our continuing and expanded relationship
with AMS Technologies in Europe.  We believe these relationships
will significantly expand our exposure to and presence in these
markets.  We continue to work diligently to penetrate new markets
for LightPath's products.  In particular, we have made significant
progress with our efforts in the laser tool market, particularly
in Asia.

"Even though our revenue remained flat compared to the previous
two quarters and is down compared to the first quarter of fiscal
2009, our cost performance has continued to improve.  We have
continued to increase our gross margins during the first quarter
of fiscal 2010 and have reduced our operating costs by shifting
more production to lower cost glasses and sourcing more raw
materials and services from China.  The increased production
volume at our Shanghai facility has allowed us to take better
advantage of our fixed costs.  Our gross margin for the first
quarter of fiscal 2010 improved to 43% from 27% compared to the
first quarter of fiscal 2009.

"Our cost improvements along with aggressive cash management have
positioned LightPath to become cash positive and reach its goal of
profitability with modest increases in sales volume," said Mr.
Gaynor.

Gross margin percentage in the first quarter of fiscal 2010
compared to first quarter of fiscal 2009 increased to 43% from
27%.  Total manufacturing cost of $888,000 was $818,000 lower in
the first quarter of fiscal 2010 compared to the same period of
the prior fiscal year.

During the first quarter of fiscal 2010 total costs and expenses
decreased $310,000 to $1.2 million compared to $1.5 million for
the same period in fiscal 2009.

Total operating loss for the first quarter of fiscal 2010 improved
to $527,000 compared to a loss of $875,000 for the same period in
fiscal 2009.

Cash and cash equivalents totaled $1,244,427 at September 30,
2009.  Total current assets at September 30, 2009, were
$3.8 million compared to $3.3 million at June 30, 2009.  Total
current liabilities at September 30, 2009, were $1.5 million
compared to $2.0 million for June 30, 2009.  As a result, the
current ratio as of September 30, 2009, improved to 2.6 to 1
compared to 1.61 to 1 as of June 30, 2009.

As of September 30, 2009, the backlog of orders scheduled to ship
in the next 12 months, was $3.1 million compared to $2.34 million
as of June 30, 2009.

Jim Gaynor concluded, "Our results for the first fiscal quarter of
2010 are a result of much hard work and effort by the team at
LightPath, to control costs, mitigate expenses and develop new
products.  Despite level revenues over the last three quarters, we
have improved our gross margins.  We expect the increased unit
volumes in precision molded optics will better absorb our fixed
costs and continue to reduce cash usage in operations going
forward.  With our current operating efficiencies and low cost
structure our focus now is on revenue growth.  We are excited by
the number of new lenses under development for outstanding orders
and new product proposals.  We currently have over 15 new lenses
in development for new customer programs and to fill out our
portfolio of lenses addressing our targeted markets.  Our efforts
to penetrate high volume lower cost commercial markets in Asia
show tremendous promise for this fiscal year.  Going forward we
will continue to focus on these market opportunities and on
implementing new distribution channels to expand our presence in
the Asian precision optic lens market."

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $6,199,461 in total assets, $3,629,048 in total
liabilities, and $2,570,413 in total 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?4987

                       Going Concern Doubt

Because of the current operating loss of $527,253 for the three
months ended September 30, 2009, as well as recurring operating
losses during fiscal years 2009 and 2008 of $3.8 million and
$5.5 million, respectively, and cash used in operations for the
three months ended September 30, 2009 of $704,000 as well as cash
used in operations during fiscal years 2009 and 2008 of
$1.5 million and $3.4 million, respectively, the Company believes
there is substantial doubt about its ability to continue as a
going concern.

                   About LightPath Technologies

LightPath (NASDAQ: LPTH) - http://www.lightpath.com/--
manufactures optical products including precision molded aspheric
optics, GRADIUM(R) glass products, proprietary collimator
assemblies, laser components utilizing proprietary automation
technology, higher-level assemblies and packing solutions.


MACQUARIE INFRASTRUCTURE: Posts $18.3 Million Net Loss in Q3 2009
-----------------------------------------------------------------
Macquarie Infrastructure Company LLC has reported its financial
performance for the third quarter ended September 30, 2009.

MIC reported a net loss of $18.3 million for the quarter.  The
Company said the loss primarily reflects a net non-cash
derivative-related loss of $21.4 million (including MIC's
proportional interest in swap contracts of bulk liquid storage
terminal business).  Through nine months of 2009 MIC reported a
net loss of $100.3 million including a net $19.6 million of
derivative-related losses, a $71.2 million write-down of goodwill
and a $37.2 million stemming from the write-down of fixed assets
and intangibles related to underperformance of certain entities.

The Company recorded consolidated revenue of $202.5 million for
the third quarter of 2009 compared with $277.0 million in the
third quarter of 2008.  The majority of the 27% decrease was
attributed to lower jet fuel costs in 2009 versus 2008.  Fuel
costs, along with a dollar based margin on fuel sales, are
recovered in revenue.  Year to date revenue through September 30,
2009 totaled $567.5 million, down 33% compared with the nine month
period in 2008, also primarily on lower jet fuel costs.

MIC reported that its financial performance in the third quarter
puts the Company on track to generate cash for the full-year 2009
in excess of that generated in 2008.  The Company also reported
progress against key strategic initiatives including disposition
of its airport parking business and reduction of debt levels.

"Our third quarter results clearly reflect the positive steps we
have taken and continue to take in addressing our highest priority
issues," said James Hooke, Chief Executive Officer of MIC.  "We
continue to see attractive amounts of cash being generated by our
businesses and a significant reduction in net debt levels and the
risk profile of MIC," he added.

According to MIC, strong results for the Company's gas production
and distribution business include the mid-year implementation of a
rate increase by the utility segment of the business.  A lower
cost of propane products sold through the non-utility segment also
contributed to the improved results.

MIC's gas production and distribution and district energy
businesses generated a combined $10.2 million of estimated cash
available before debt reduction in the third quarter.  A total of
$27.4 million of CADR has been generated by the businesses year to
date.  MIC said the cash will be applied to the reduction of MIC's
holding company revolving credit facility balance at an
appropriate time.  The Company estimates cash available before
debt reduction ("CADR"), a non-GAAP measure, to provide better
insight into its future ability to deploy cash.

The $66.4 million holding company revolving credit facility is due
on March 31, 2010.  Assuming seasonally normal performance by the
gas production and distribution and district energy businesses in
the fourth quarter of 2009 and first quarter of 2010, MIC expects
to have less than $30.0 million of net holding company debt at the
March maturity date.

The Company said that it is in discussions with its lenders to
convert the revolver to a term loan and would then expect to fully
repay the facility over the remainder of 2010.  MIC said that it
continues to consider various other options for repayment of the
facility including improving business performance, expense
reductions, sale of assets sufficient to cover the remaining
principal balance at maturity, or other sources of capital.  The
Company remains confident that it will be able to refinance or
repay the outstanding borrowings under the facility by the current
maturity date.

Results for the Company's airport services business improved with
the increase in general aviation jet flight activity during the
quarter.  The improved performance contributed to the
$13.2 million of cash that was used to prepay a portion of the
business' term loan facility and related swap breakage fees.  On
November 4 the business made an additional $9.0 million debt pre-
payment which reduced the proforma debt to EBITDA (leverage) ratio
for the business at September 30 to 7.79 times versus a debt
covenant of 8.25 times.  The $9.0 million pre-payment also
resulted in the business paying swap breakage fees of $914,000.

"An improved environment for general aviation flight movements
suggests that the airport services business has stabilized and
should remain in compliance with its debt covenants and continue
to delever," said Mr. Hooke.

MIC has a 50% equity interest in one of the largest operators of
bulk liquid storage terminals in the U.S.  MIC's interest in the
CADR generated by the business totaled $6.0 million for the
quarter.  The result was supported by a 9% increase in average
storage rates and lower than forecast capital expenditures.

Gross profit for the quarter decreased 7.5% to $95.2 million from
$103.0 million in 2008.  The decline in gross profit was driven by
a reduction in the volume of jet fuel sold compared with the third
quarter in 2008, partially offset by margin expansion in certain
businesses.  Gross profit for the nine months ended September 30,
2009, of $274.1 million was 15% lower than the comparable period
in 2008.

                          Balance Sheets

At September 30, 2009, the Company's consolidated balance sheets
showed $2.4 billion in total assets, $1.8 billion in total
liaiblities, and $577.5 million in total equity.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $152.0 million in total
current assets available to pay $469.0 million in total current
liabilities.

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?4977

                       Going Concern Doubt

The Company's airport parking business has $201.1 million of total
debt that matured on September 9, 2009, secured by the assets and
other collateral of this business.  It is in default on its debt
and does not have sufficient liquidity or capital resources to
repay or refinance this debt.

The business signed a forbearance agreement with the lenders under
its primary credit facility on June 10, 2009, that was scheduled
to expire on August 31, 2009, was extended through October 15,
2009 and was extended again through November 6, 2009.  Material
terms of the forbearance agreement are that during the forbearance
period:

  -- lenders forbear from exercising rights and remedies for
     certain designated defaults including any breaches of certain
     financial covenants and the non-payment of interest;

  -- interest will accrue at the current interest rate (LIBOR plus
     190 basis points) and will be deferred and capitalized;

  -- payments on the swap rate agreement will not be made by the
     airport parking business;

  -- the business cannot sell, lease or dispose of assets or
     properties or incur debt, in each case, other than in the
     ordinary course of business; and

  -- certain limitations are imposed on capital expenditures and
     other payments, including to MIC.

There is substantial doubt regarding the airport parking business'
ability to continue as a going concern.  The business has engaged
financial advisors to actively solicit a sale of the business.  A
letter of intent was signed during the quarter with a third party,
which is conducting due diligence and with which the business is
currently negotiating an asset purchase agreement. The business
expects to close a sale transaction in 2010, which will likely
occur in connection with a bankruptcy filing and consummation of a
Chapter 11 plan.  Proceeds generated as a result of the sale would
be payable to the lenders of the business and not to the Company.
Until an asset purchase agreement is signed and any conditions to
closing have been met, including any approval of the sale needed
as part of the bankruptcy process, the Company cannot provide
assurance regarding the certainty or timing of a sale closing.  As
previously indicated, the Company has no intention of committing
additional capital to this business and the Company's ongoing
liabilities are expected to be no more than $5.3 million in
guarantees of a single parking facility lease.

              About Macquarie Infrastructure Company

Based in New York, Macquarie Infrastructure Company (NYSE: MIC)  -
- http://www.macquarie.com/mic/-- owns, operates and invests in a
diversified group of infrastructure businesses providing basic,
everyday services, to customers in the United States.  Its ongoing
businesses consist of three energy-related businesses including a
50% indirect interest in a bulk liquid storage terminal business
(International-Matex Tank Terminals), a gas production and
distribution business (The Gas Company in Hawaii) and a district
energy business (Thermal Chicago) as well as an aviation-related
airport services business (Atlantic Aviation).  The Company is
managed by a wholly-owned subsidiary of the Macquarie Group.


MERIDIAN RESOURCE: Posts $768,000 Q3 Net Loss; Warns of Bankruptcy
------------------------------------------------------------------
The Meridian Resource Corporation reported a net loss of $768,000
for the three months ended September 30, 2009, from net earnings
of $699,000 for the same period a year ago.  The Company posted a
net loss of $63,191,000 for the nine months ended September 30,
2009, from net earnings of $5,101,000 for the same period a year
ago.

Revenues for the three months ended September 30, 2009, were
$21,956,000 from $36,983,000 for the same period a year ago.
Revenues were $66,777,000 for the nine months ended September 30,
2009, from $122,167,000.

At September 30, 2009, the Company had $190,339,000 in total
assets, including $18,090,000 in total current assets, against
$120,634,000 in total current liabilities and $17,736,000 in asset
retirement obligations.  Stockholders' equity was $51,969,000 at
September 30, 2009, from $122,511,000 at December 31, 2008.

The Company's borrowing base was redetermined by its bank group
earlier this year.  Fortis Capital Corp., the administrative agent
for the bank group, notified the Company that its borrowing base
had been reduced from $95 million to $60 million, resulting in a
borrowing base deficiency of $35 million.  The borrowing base was
lowered due primarily to the reduction in borrowing capacity
attributable to the value of Meridian's oil and gas properties as
a result of precipitous declines in commodity prices.  Under the
terms of the credit facility agreement, the Company had 90 days
from the April 30, 2009 effective date of the redetermination to
cure the borrowing base deficiency.  Accordingly, a $35 million
payment to the bank group for the borrowing base deficiency was
due July 29, 2009.

In August 2009, the Company did not have sufficient cash available
to repay the deficiency and, consequently, failed to pay the
amount when due and went into default under the credit facility
for that failure.  Meridian negotiated a forbearance agreement
with its bank group which was signed on September 3, 2009
regarding the deficiency and default. Among other provisions of
the agreement, the Company is required to enter into (a) a merger
agreement pursuant to which the Company will merge with or into or
be acquired by or transfer all or substantially all of its assets
to another person; (b) a capital infusion agreement pursuant to
which one or more persons will contribute subordinated debt or
equity capital to the Company in an amount sufficient to enable
the Company to pay to the Lenders an amount equal to 100% of its
borrowing base deficiency; or (c) a purchase and sale agreement
pursuant to which the Company agrees to sell one or more oil and
gas properties for net proceeds sufficient to enable the Company
to pay to the Lenders an amount equal to 100% of the borrowing
base deficiency, plus any incremental borrowing base deficiency
resulting from such sales.

The initial deadline relating to this provision of the forbearance
agreement was September 30, 2009.  Meridian was not able to meet
that deadline and subsequently received several extensions for
that deadline.  The last extension was granted through
November 15, 2009, the purpose of which is to allow Meridian more
time to execute potential solutions for the deficiency per the
requirements.

As a result of the default under the Company's credit facility,
under which borrowings were $90.5 million at September 30, 2009,
and $89.5 million on November 9, 2009, and related cross defaults
which arose under the Company's $6.5 million term loan and its
master derivative agreements, the Company faces substantial
economic difficulties.  Although operating cash flow has been
positive and capital expenditures have been very significantly
reduced, the Company continues to be obligated for the expense of
drilling rigs it cannot fully utilize and to be impacted by prices
for oil and natural gas which have exhibited extreme volatility in
the recent past.

The Company's default under the debt agreements, which has been
mitigated in the short term by certain forbearance agreements,
negatively impacts future cash flow and the Company's access to
credit or other forms of capital.  If the Company is unable to
comply with the terms of the forbearance agreements, it will
continue to be in default under the credit facility, the term
loan, and the hedge agreements and will be subject to the exercise
of remedies by third parties on account of such defaults.  The
exercise of such remedies, which include acceleration of all
principal and interest payments, could potentially result in the
Company seeking protection under federal bankruptcy laws.  Such
relief could materially and adversely affect the Company and its
shareholders.  Therefore, there is substantial doubt as to the
Company's ability to continue as a going concern for a period
longer than the next 12 months.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4981

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4982

Based in Houston, Texas, The Meridian Resource Corporation
(NYSE:TMR) -- http://www.tmrc.com/-- is an independent oil and
natural gas company engaged in the exploration, exploitation,
acquisition and development of oil and natural gas in Louisiana,
Texas, and the Gulf of Mexico.  Meridian has access to an
extensive inventory of seismic data and, among independent
producers, is a leader in using 3-D seismic and other technologies
to analyze prospects, define risk, target and complete high-
potential wells for exploration and development. Meridian has a
field office in Weeks Island, Louisiana.


METROMEDIA INT'L: Hearing on Plan Exclusivity on November 18
------------------------------------------------------------
MIG Inc., formerly Metromedia International Group, Inc., will seek
approval at a hearing on November 18 of a Feb. 17 extension of its
exclusive period to file a Chapter 11 plan.

The Debtor said it is in the final stage of the business plan and
the valuation of its assets to support the plan, hence, an
extension is necessary.  The Debtor is facing an objection from
the Official Committee of Unsecured Creditors, which contends that
the bankruptcy reorganization was filed "for the naked purpose" of
obtaining a stay of a $188 million judgment against MIG by the
Delaware Chancery Court.

Another pivotal hearing would be on December 21, when the Court
would tackle the Committee's request for appointment of a Chapter
11 trustee or the dismissal of the case.  Aside from contending
that the Chapter 11 case is being used for the purpose of the stay
of the judgment, it says MIG had US$40 million transferred to
the account of a non-bankrupt subsidiary in advance of the Chapter
11 filing.  The motion was originally scheduled for hearing on
November 5.

                            MIG Judgment

As reported by the TCR on July 3, Judge Kevin Gross of the U.S.
Bankruptcy Court for the District of Delaware allowed MIG Inc. to
continue an appeal of a decision in bankruptcy court that issued a
USUS$188.4 million judgment against the Company.

MIG was bought in October 2007 by CaucusCom Ventures LP for
USUS$1.80 a share, or about USUS$170 million, according to data
compiled by Bloomberg.  A group of preferred shareholders asked
Judge William B. Chandler of the Delaware Chancery Court to
evaluate the value of their shares at the time of the merger.
Judge Chandler ruled that each share was worth USUS$47.47, or a
total of about USUS$188.4 million.  MIG appealed the ruling.
But unable to post a bond enabling an appeal, MIG filed for
Chapter 11.

MIG asked the Bankruptcy Court to permit the appeal and to allow
the plaintiff to take a cross appeal, while preventing the
plaintiff from collecting a judgment.  MIG believes the amount of
the judgment is "substantially overstated."  MIG also believes
that the assets will turn out to be worth much more than the
judgment, even though the assets currently are illiquid.

According to Bill Rochelle at Bloomberg, the complexion of the
case was altered this month when the Delaware Supreme Court on
Nov. 2 upheld a $188 million judgment against MIG.

Carmen H. Lonstein, a lawyer for the creditors' committee from
Baker & McKenzie LLP, said in an interview that the judgment is
now worth $193 million with interest.

                          About MIG Inc.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of


MICHAEL DAY: Poor Business Climate Blamed for Chapter 11 Filing
---------------------------------------------------------------
Clare Goldsberry at Plastictoday.com reports that Michael Day
Enterprises Inc. sought protection from its creditors under
Chapter 11 in the U.S. Bankruptcy Court in Akron, Ohio, blaming
poor business climate.

The Company is seeking for an 11 U.S.C. Sec. 363 sale to Radici
Plastic USA, an affiliate of Italy-based Radici Group for the
North American Market, report says.

Ms. Goldsberry says that the Company has fired Polymer TransAction
Advisors Inc. as its financial advisor.

Michael Day Enterprises Inc. -- http://www.mdayinc.com/ -- is a
privately owned manufacturer of engineering thermoplastic
compounds to the automotive industry and other major markets


MIRANT CORP: MAGi's June Post-Confirmation Report
-------------------------------------------------
             Mirant Americas Generation, LLC
     Post Confirmation Quarterly Bank Reconcilement
          For the Quarter Ending June 9, 2009

Bank Reconciliations

Balance Per Bank Statement at
  Bank of America, Acct. No. 3751381897          $139,089
Add: Total Deposits Not Credited                        0
Subtract: Outstanding Checks                            0
Other Reconciling Items                                 0
Month End Balance Per Books                       139,089
Number of Last Check Written
Cash: Currency on Hand                                  0
                                               -----------
Total Cash - End of Month                          139,089

Cash In:
Investment Accounts:
Merrimac Funds - 3625                                    0
Federated Investments - 4537497                     54,768
                                               -----------
Total Cash Investments                             $54,768
                                               -----------
Total Cash                                        $193,858
                                               ===========

            Mirant Americas Generation, LLC
      Post Confirmation Quarterly Operating Report
          For the Quarter Ending June 9, 2009

Beginning of Quarter Cash Balance:             $19,322,724

Cash Receipts:(Incl. affiliate transactions)
Cash Receipts During Current Quarter:
Cash receipts from business operations, net          $133
Cash receipts from loan proceeds, net                   0
Cash receipts from contributed capital, net             0
Cash receipts from tax refunds, net                     0
Cash receipts from other sources, net          40,440,050
                                               -----------
Total Cash Receipts, net                        40,440,183

Cash Disbursements (Third party disbursements only):
Payments Made Under the Plan:
Administrative
Secured Creditors
Priority Creditors
Unsecured Creditors
Additional Plan Payments
Other Payments Made this Quarter
General Business
Other Disbursements                          $59,569,050
                                              -----------
Total Disbursements this Quarter              $59,569,050
                                              -----------
Cash Balance End of Quarter                      $193,858
                                              ===========

                         About Mirant Corp

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  Mirant Corp. and certain affiliates emerged from
bankruptcy on Jan. 3, 2006.  On March 7, 2007, the Court entered a
final decree closing 46 Mirant cases.  Mirant NY-Gen LLC, Mirant
NY-Gen emerged from Chapter 11 on May 7, 2007.  On Sept. 19, 2007,
the court confirmed a Chapter 11 plan for Mirant Lovett.

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

                           *     *     *

In October 2009, Moody's Investors Service affirmed the ratings of
reorganized Mirant Corporation (B1 Corporate Family Rating) and
its subsidiaries Mirant Mid-Atlantic, LLC (Ba1 pass through trust
certificates), Mirant North America, LLC (Ba2 senior secured and
B1 senior unsecured) and Mirant Americas Generation, LLC (B3
senior unsecured).


MIRANT CORP: Mirant's June Post-Confirmation Report
---------------------------------------------------
Angela Nagy, vice president and assistant controller for Mirant
Corporation, reports that the company had zero balance in its
checking account with the Bank of America under Account No.
3751745682, and zero balance per bank statement and month end
balance per books for the quarter ending June 30, 2009.

Mirant's Post Confirmation quarterly operating report ending
June 30, 2009, also reflects zero balances:

Account title                                Amount
-------------                                ------
Beginning of quarter cash balance               $0
Cash receipts from other sources                 0
Total cash receipts                              0
Total disbursements this quarter                 0
End of quarter cash balance                      0

                         About Mirant Corp

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  Mirant Corp. and certain affiliates emerged from
bankruptcy on Jan. 3, 2006. On March 7, 2007, the Court entered a
final decree closing 46 Mirant cases.  Mirant NY-Gen LLC, Mirant
NY-Gen emerged from Chapter 11 on May 7, 2007.  On Sept. 19, 2007,
the court confirmed a Chapter 11 plan for Mirant Lovett.

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

                           *     *     *

In October 2009, Moody's Investors Service affirmed the ratings of
reorganized Mirant Corporation (B1 Corporate Family Rating) and
its subsidiaries Mirant Mid-Atlantic, LLC (Ba1 pass through trust
certificates), Mirant North America, LLC (Ba2 senior secured and
B1 senior unsecured) and Mirant Americas Generation, LLC (B3
senior unsecured).


MIRANT CORP: Mirant's September Post-Confirmation Report
--------------------------------------------------------
Angela Nagy, vice president and assistant controller for Mirant
Corporation, reports that the Company had zero balance in its
checking account with the Bank of America under Account No.
3751745682, and zero balance per bank statement and month end
balance per books for the quarter ending September 30, 2009.

Mirant's Post Confirmation quarterly operating report ending
September 30, 2009, also reflects zero balances:

Account title                                Amount
-------------                                ------
Beginning of quarter cash balance               $0
Cash receipts from other sources                 0
Total cash receipts                              0
Total disbursements this quarter                 0
End of quarter cash balance                      0

                         About Mirant Corp

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for Chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E. Lauria,
Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  Mirant Corp. and certain affiliates emerged from
bankruptcy on Jan. 3, 2006. On March 7, 2007, the Court entered a
final decree closing 46 Mirant cases.  Mirant NY-Gen LLC, Mirant
NY-Gen emerged from Chapter 11 on May 7, 2007.  On Sept. 19, 2007,
the court confirmed a Chapter 11 plan for Mirant Lovett.

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

                           *     *     *

In October 2009, Moody's Investors Service affirmed the ratings of
reorganized Mirant Corporation (B1 Corporate Family Rating) and
its subsidiaries Mirant Mid-Atlantic, LLC (Ba1 pass through trust
certificates), Mirant North America, LLC (Ba2 senior secured and
B1 senior unsecured) and Mirant Americas Generation, LLC (B3
senior unsecured).


MMA FINANCIAL: Moody's Downgrades Rating on 2004-3 Fund to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has downgraded the underlying rating of
the MMA Financial Guaranteed Affordable Housing Fund 2004-3, LLC
to Ba2 from A2.  The rating outlook is negative.  The Fund's
enhanced A2 rating is not affected by this rating action.

The rating downgrade is primarily due to the adverse market
conditions which have substantially weakened the tax credit
syndication sector.  The demand for tax credits over the past
years has significantly diminished, resulting in fewer corporate
tax credit investors, and challenges in the real estate and credit
markets have weakened the positions of the syndicators.
Furthermore, some individual properties within the fund are
underperforming, primarily due to low debt service coverage
levels, exacerbated by the soft real estate in many markets.
While the fund's historical performance was adequate, Moody's
believes that there is a higher risk associated with tax credit
financings due to the current adverse market environment.

The last rating action was on March 31, 2009, hen the enhanced
rating was downgraded to A2 from Aa1 and outlook revised to
stable.


MMA FINANCIAL: Moody's Downgrades Rating on 2004-4 Fund to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has downgraded the underlying rating of
the MMA Financial Guaranteed Affordable Housing Fund 2004-4, LLC
to Ba2 from A2.  The rating outlook is negative.  The Fund's
enhanced A2 rating is not affected by this rating action.

The rating downgrade is primarily due to the adverse market
conditions which have substantially weakened the tax credit
syndication sector.  The demand for tax credits over the past
years has significantly diminished, resulting in fewer corporate
tax credit investors, and challenges in the real estate and credit
markets have weakened the positions of the syndicators.
Furthermore, some individual properties within the fund are
underperforming, primarily due to low debt service coverage
levels, exacerbated by the soft real estate in many markets.
While the fund's historical performance was adequate, Moody's
believes that there is a higher risk associated with tax credit
financings due to the current adverse market environment.

The last rating action was on March 31, 2009, hen the enhanced
rating was downgraded to A2 from Aa1 and outlook revised to
stable.


MMA FINANCIAL: Moody's Downgrades Rating on 2005-1 Fund to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service has downgraded the underlying rating of
the MMA Financial Guaranteed Affordable Housing Fund 2005-1, LLC
to Ba2 from A2.  The rating outlook is negative.  The Fund's
enhanced A2 rating is not affected by this rating action.

The rating downgrade is primarily due to the adverse market
conditions which have substantially weakened the tax credit
syndication sector.  The demand for tax credits over the past
years has significantly diminished, resulting in fewer corporate
tax credit investors, and challenges in the real estate and credit
markets have weakened the positions of the syndicators.
Furthermore, some individual properties within the fund are
underperforming, primarily due to low debt service coverage
levels, exacerbated by the soft real estate in many markets.
While the fund's historical performance was adequate, Moody's
believes that there is a higher risk associated with tax credit
financings due to the current adverse market environment.

The last rating action was on March 31, 2009, when the enhanced
rating was downgraded to A2 from Aa1 and outlook revised to
stable.


MUZAK HOLDINGS: Can Access Cash Collateral Until January 25
-----------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Muzak Holdings LLC and its debtor-
affiliates to further amend the stipulated final order (i)
authorizing the use of cash collateral of the prepetition secured
lenders until Jan. 25, 2010; and (ii) granting adequate protection
to the prepetition lenders.

As reported in the Troubled Company Reporter on Oct. 28, 2009, the
terms of the second amended order were:

   a) The Debtors have until Nov. 21, 2009, to obtain approval of
      a disclosure statement, which was extended from Oct. 21,
      2009.

   b) The Debtors have until Jan. 15, 2010, to obtain a final
      order confirming a plan, which was extended from Dec. 16,
      2009.

   c) The specified period during which the Debtors may use cash
      collateral will continue through the earliest to occur of
      the expiration of the remedies notice period or Jan. 25,
      2010, which was extended from Nov. 20, 2009.

   d) The Debtors will not further modify the Modified Plan and
      Modified Disclosure Statement in a manner that does not
      result in the satisfaction of the prepetition lenders'
      claims in full in cash on the effective date without
      providing the prepetition lenders at least 30 days notice of
      the hearing to approve any  further modified disclosure
      statement with respect to further modified plan.

                       About Muzak Holdings

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com/-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.  The Company and 14 affiliates
filed for Chapter 11 protection on February 10, 2009 (Bankr. D.
Del. Lead Case No. 09-10422).  Moelis & Company is serving as
financial advisor to the Company.  Kirkland & Ellis LLP is the
Debtors' counsel.  Klehr Harrison Harvey Branzburg & Ellers has
been tapped as local counsel.  Epiq Bankruptcy Solutions LLC
serves as claims and notice agent.  Muzak's petition listed assets
of $324 million against debt of $465 million, including
$101 million owed on a senior secured credit facility,
$220 million in senior notes and $115 million in subordinated
notes.


NESTOR INC: Edward Heil, Various Trusts Unload Equity Stake
-----------------------------------------------------------
Edward F. Heil; the Karen Heil Kelly Trust under the Edward F.
Heil, Jr., Sandra Heil and Karen Heil Irrevocable Trust Agreement
#2, Dated December 1, 1983; the Sandra E. H. Bauer Trust under the
Edward F. Heil, Jr., Sandra Heil and Karen Heil Irrevocable Trust
Agreement #2, Dated December 1, 1983; and the Edward F. Heil, Jr.
Trust under the Edward F. Heil, Jr., Sandra Heil and Karen Heil
Irrevocable Trust Agreement #2, Dated December 1, 1983, have sold
their entire position in the Common Stock of Nestor Inc.
(5,735,672 shares) on the open market:

          Date                       Amount        Price
          ----                       ------        -----
          October 21, 2009          5,245,672    $0.0045
          October 22,2009             490,000    $0.0024

Mr. Heil and the Trusts no longer hold Nestor shares after the
transactions.

As reported by the Troubled Company Reporter on June 17, 2009,
Judge Michael A. Silverstein of the Rhode Island Superior Court
approved Nestor Traffic Systems and its parent company Nestor,
Inc.'s petition for a court-appointed receiver to be charged with
overseeing all aspects of the Company's operations.  The Court
designated Jonathan N. Savage, Esq., of Shechtman, Halperin, and
Savage, LLP, as interim receiver.  The appointment was effective
immediately.

As an arm of the court, Mr. Savage has full authority with regard
to the operations of the facility.  The receiver will also market
Nestor's assets to financial investors, strategic investors and
other suitable bidders.

Mr. Savage is a partner with Shechtman, Halperin, and Savage, LLP,
based in Rhode Island.  Mr. Savage focuses his practice in the
areas of receiverships, real estate law, and business and
commercial law.  He has been appointed by the courts on a regular
basis to act as the fiduciary for businesses in financial
distress.

                      About Nestor Inc.

Nestor Inc. (OTC BB: NEST) -- http://www.nestor.com/-- provides
advanced automated traffic enforcement solutions and services to
state and municipal governments.


NETBANK INC: Supervisor, Holland & Knight Reach Deal
----------------------------------------------------
Law360 reports that the liquidating supervisor for NetBank Inc.
has asked a bankruptcy court to approve a settlement with its
former debtor-in-possession counsel at Holland & Knight LLP over
roughly $350,000 in transfers NetBank made to H&K early in the
online bank's Chapter 11 proceedings.

Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states.  NetBank Inc. does
retail banking, mortgage banking, business finance, and provides
ATM and merchant processing services.

The Company filed for chapter 11 protection on Sept. 28, 2007
(Bankr. M.D. Fla. Case No. 07-04295).  Alan M. Weiss, Esq., at
Holland & Knight LLP, represents the Debtor.  The U.S. Trustee for
Region 21 appointed six creditors to serve on an Official
Committee of Unsecured Creditors of the Debtor's case.  Rogers
Towers, Esq. at Kilpatrick Stockton LLP, represents the Committee
in this case.  Rogers Towers P.A. serves as co-counsel to the
Committee.  As of Sept. 25, 2007, the Debtor listed total
assets of $87,213,942 and total debts of $42,245,857.


NEWPAGE CORP: Reports $137 Million Net Loss for Q3 2009
-------------------------------------------------------
NewPage Corporation reported a net loss of $137 million for the
three months ended September 30, 2009, from a net loss of
$61 million for the same period in 2008.  It posted a net loss of
$249 million for the nine months ended September 30, 2009, from a
net loss of $73 million for the same period in 2008.

NewPage Holding Corporation reported a net loss of $137 million
for the three months ended September 30, 2009, from a net loss of
$55 million for the same period in 2008.  It posted a net loss of
$259 million for the nine months ended September 30, 2009, from a
net loss of $87 million for the same period in 2008.

Holdings and NewPage Corp. said net sales were $791 million for
the three months ended September 30, 2009, from $1.126 billion for
the same period a year ago.  Net sales were $2.249 billion for the
nine months ended September 30, 2009, from $3.379 billion for the
same period a year ago.

At September 30, 2009, NewPage Corp. had $4.145 billion in total
assets against total current liabilities of $496 million, long-
term debt of $3.056 billion, and other long-term obligations of
$578 million.  At September 30, Holdings had accumulated deficit
of $467 million, accumulated other comprehensive loss of
$319 million, shareholder's deficit of $15 million, noncontrolling
interests of $30 million and total equity of $15 million.

At September 30, 2009, Newpage Holding had $4.146 billion in total
assets against total current liabilities of $496 million, long-
term debt of $3.252 billion, and other long-term obligations of
$578 million.  At September 30, Holding had accumulated deficit of
$546 million, accumulated other comprehensive loss of
$329 million, shareholder's deficit of $210 million,
noncontrolling interests of $30 million and total deficit of
$180 million.

In a news statement, the Company said the decrease in net sales
reflects lower sales volumes and lower average prices in the third
quarter of 2009 compared to the third quarter of 2008.  The
Company said debt covenant EBITDA (earnings before interest,
taxes, depreciation and amortization) was $119 million for the
third quarter of 2009 compared to $151 million for the third
quarter of 2008.  The difference is primarily a result of lower
sales volumes and lower average sales prices, partially offset by
the benefit of alternative fuel mixture tax credits, reduction in
raw material costs and substantial on-going cost productivity.

Richard D. Willett, Jr., NewPage President and Chief Executive
Officer, stated, "The decline in demand for coated paper during
the third quarter of 2009, in comparison to the third quarter of
2008, was primarily the result of decreased advertising spending
and magazine and catalog circulation, and was largely a
continuation of the same macroeconomic forces we saw in the first
half of the year, exacerbated by increased low-priced imports from
China and Indonesia.  Since February of 2009, we've seen volume
trending upward in our business, primarily as customer de-stocking
of their on-hand inventory ceases.  Today, we are experiencing
seasonal strengthening and some benefits of the postal service's
volume incentives for catalogers.  We believe as the U.S. economy
recovers, so will our paper volume.  To ensure that we participate
in that recovery on a level playing field, we have filed new trade
cases to address the growth of unfairly traded coated sheet
products from China and Indonesia in the U.S."

"In an effort to balance supply with demand, we took 101,000 tons
of market-related downtime during the third quarter of 2009 and
have announced that we intend to take up to an additional 160,000
tons of market-related downtime in the fourth quarter of 2009,"
said Mr. Willett.

While dealing with lower revenues and market-related downtime,
NewPage has continued to increase productivity, completed its
integration efforts, and reduced input costs.  "In this
environment, continued improvements in our cost position are
critical, and our continued successes in the Lean Six Sigma
culture change, as well as a very successful new initiative in
strategic sourcing, are helping us deal with the impact of
significant market downtime and lower prices. In addition, now
that we have completed our integration activities, we can be
increasingly focused on making significant improvements in our
overall customer experience," added Mr. Willett.

The U.S. Internal Revenue Code allows a refundable excise tax
credit for alternative fuel mixtures produced for sale or for use
as a fuel in a trade or business.  NewPage received payments of
$86 million during the third quarter of 2009.  Income recognized
for the credit is included in net income (loss) attributable to
the company and totaled $94 million for the third quarter of 2009.

NewPage closed the quarter with $235 million of liquidity,
consisting of $11 million of cash and cash equivalents and
$224 million of additional borrowing availability under the
revolving credit facility.  The amount available under the
revolving credit facility takes into consideration the requirement
to maintain a minimum availability of $50 million through March
2011 that was added as part of the amendment to the revolving
credit facility in September 2009.

David J. Prystash, Senior Vice President and Chief Financial
Officer for NewPage comments, "During the third quarter we
significantly reduced discretionary spending and completed our
private placement notes offering to sustain our business during
these challenging economic conditions. For our employees, vendors
and customers, these actions are critical steps in stabilizing our
capital structure and improving our operational flexibility."  The
net proceeds of the notes offering, together with approximately
$5 million of borrowings under NewPage's revolving credit
facility, were used to repay all amounts outstanding under the
NewPage term loan and to pay fees and expenses of the notes
offering.

Aggregate indebtedness as of September 30, 2009, totaled
$3.364 billion, which includes $3.161 billion at NewPage Corp.  In
its Form 10-Q filing with the Securities and Exchange Commission,
the Company said, "We expect an increase in interest expense over
prior periods because the First-Lien Notes have a higher interest
rate than the term loan that was repaid.  Beginning in 2012, our
debt service requirements will substantially increase as a result
of scheduled payments of our indebtedness.  We anticipate that we
will seek to refinance our indebtedness prior to that time or
retire portions of indebtedness with issuances of equity
securities, proceeds from the sale of assets or cash generated
from operations.  Our ability to operate our business, service our
debt requirements and reduce our total debt will depend upon our
future operating performance, which will be affected by prevailing
economic conditions and financial, business and other factors,
many of which are beyond our control, as well as the availability
of revolving credit borrowings and other borrowings to refinance
our existing indebtedness."

A full-text copy of NewPage's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4983

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?4984

                     About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is the largest coated paper
manufacturer in North America, based on production capacity, with
$4.4 billion in net sales for the year ended December 31, 2008.
The company's product portfolio is the broadest in North America
and includes coated freesheet, coated groundwood, supercalendered,
newsprint and specialty papers.  These papers are used for
corporate collateral, commercial printing, magazines, catalogs,
books, coupons, inserts, newspapers, packaging applications and
direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.


NUTRACEA INC: Obtains Court Approval of Wells Fargo DIP Facility
----------------------------------------------------------------
Phoenix, Arizona-based NutraCea said its Motion to Approve Senior
Secured Post Petition Financing, along with other routine first
day motions, was approved on November 12, 2009 in the U.S.
Bankruptcy Court for the District of Arizona.  NutraCea now has
access to the funds in the Debtor-in-Possession financing facility
provided through Wells Fargo Bank, N.A.

The DIP facility provides lines of credit totaling $6,750,000 and
a net increase in available funding in excess of $3 million.
Those funds, combined with cash flow from operations, will allow
the Company to resume more normal day-to-day operations, including
payment of post-petition obligations to vendors and professional
service providers and payment of employee wages and benefits, all
in the normal course of business going forward.

Chief Executive Officer, W. John Short said, "We are pleased with
the Court's decision to approve the DIP financing provided through
Wells Fargo Bank. With access to working capital in place we can
return to more normal day-to-day operations and focus on
implementing the next steps in our restructuring plan. While there
is a lot of work before us in the coming months, we remain
optimistic about our management team's ability to successfully
restructure the Company and emerge as a more focused, stronger and
viable company."

NutraCea Inc. -- http://www.NutraCea.com/-- is a world leader in
production and utilization of stabilized rice bran.  NutraCea
holds many patents for stabilized rice bran (SRB) production
technology and proprietary products derived from SRB.  NutraCea's
proprietary technology enables the creation of food and nutrition
products to be unlocked from rice bran, normally an underutilized
by-product of standard rice processing.

NutraCea filed a voluntary petition under Chapter 11 November 10,
2009(Bankr. D. Ariz. Case No. 09-28817) to restructure its
operations under court supervised protection. That filing did not
include any of the Company's subsidiaries.  Judge Charles G. Case
II presides over the case.  S. Cary Forrester, Esq., at Forrester
& Worth, PLLC, in Phoenix, serves as bankruptcy counsel.  The
Debtor listed assets between $50,000,001 and $100,000,000, and
debts between $10,000,001 and $50,000,000 in its petition.


PACIFIC STATE BANCORP: Receives NASDAQ Deficiency Letter
--------------------------------------------------------
Pacific State Bancorp, Inc., received a letter from The NASDAQ
Stock Market dated November 10, 2009, notifying the Company that
it is currently not in compliance with NASDAQ Listing Rule
5450(a)(1), because the Company's common stock has not maintained
a minimum bid price of $1.00 during the preceding 30 consecutive
trading days.

In accordance with Listing Rule 5810(c)(3)(A), the Company has 180
calendar days, or until May 10, 2010, to regain compliance with
the Rule.  In order to regain compliance with the Rule, the bid
price of the Company's common stock must remain above $1.00 for
ten consecutive business days.

If compliance cannot be demonstrated by that date, NASDAQ will
notify the Company that its common stock is subject to delisting.
Alternatively, the Company may be eligible for an additional grace
period if it meets the initial listing standards, with the
exception of bid price, for The Nasdaq Capital Market.

Stockton, California-based Pacific State Bancorp, Inc., (Nasdaq:
PSBC) -- http://www.pacificstatebank.com/-- is the parent company
of Pacific State Bank.


PANOLAM HOLDINGS: Gets Interim OK to Use Cash Collateral
--------------------------------------------------------
Panolam Holdings Co. and its debtor-affiliates sought and obtained
permission from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to use the cash collateral of
the Debtors' Prepetition Senior Lenders on an interim basis.

The Debtors wanted to use the cash collateral to make payments to
vendors and employees and to satisfy other ordinary costs of
operations, including rent, taxes, and insurance.  The Debtors
said that failure to secure access to cash collateral would result
in the cessation of the Debtors' businesses.  The Court allowed
the Debtors to use Cash Collateral to fund their general corporate
and working capital requirements, including ordinary course
capital expenditures and authorized administrative expenses of the
Debtors' Chapter 11 cases.

The Debtors sought and secured agreement with the Prepetition
Senior Lenders for the interim use of cash collateral.  The
Prepetition Senior Lenders are Credit Suisse, Cayman Islands
Branch, as agent and lender under certain Credit Agreement, dated
as of September 30, 2005, and other financial institutions.

As of November 1, 2009, the outstanding principal amount of the
debt under the Credit Agreement was $193.5 million, plus all
accrued and unpaid interest, and hereafter accruing and unpaid
interest ($104,614 as of November 4, 2009), plus $4.1 million of
outstanding letters of credit (as of November 1, 2009) that were
issued under the Credit Agreement, plus accrued and hereafter
accruing and unpaid Prepetition Senior Lender Obligations.

The Prepetition Senior Lender Loan Documents are legal, valid,
binding and enforceable by the Agent against each Debtor
signatory.  The Agent, on behalf of the Prepetition Senior
Lenders, duly perfected its liens upon and security interests in
the Prepetition Senior Lender Collateral.

Under the Prepetition Senior Lender Loan Documents, the Agent has
valid, binding, enforceable, non-avoidable and properly perfected
first priority security interests in and liens upon all of the
Prepetition Senior Lender Collateral; provided that the Debtors do
not admit, stipulate or agree that the Prepetition Senior Lender
Collateral or the Collateral includes $25.9 million in cash which
the Debtors asset is comprised of proceeds drawn by Panolam
Holdings under the revolving credit facility under the Credit
Agreement and is held in a separate deposit account (the
Prepetition Senior Lender Liens).

The Debtors proposed to grant adequate protection to the
Prepetition Senior Lenders in the form of liens, claims, and
postpetition payments.  The Agent will receive, on behalf of the
Prepetition Senior Lenders, (a) adequate protection payments; (b)
adequate protection liens; and (c) adequate protection claim.

The final hearing on the Debtors' request will be on December l0,
2009, at 4:00 p.m.  Any party seeking to object to entry of an
order approving the relief set forth in the Motion on a final
basis must file a written objection on November 23, 2009.

Shelton, Connecticut-based Panolam Holdings Co. filed for Chapter
11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware
Case No. 09-13889).  Its debtor-affiliates, Panolam Industries
International, Inc., Panolam Holdings II Co., Panolam Industries
Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar
Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy.

Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq.,
and Michael Joseph Merchant, Esq., at Richards Layton & Finger,
P.A., assist the Debtors in their restructuring efforts.  Perella
Weinberg Partners is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions LLC is the Debtors' claims agent.

Panolam Holdings listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


PHOENIX WORLDWIDE: Gets OK to Access C3 Capital Cash Collateral
---------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of California authorized Phoenix Worldwide
Industries, Inc., to:

   -- access cash securing loan with C3 Capital Partners, L.P.,
      and C3 Capital partners II, L.P.; and

   -- grant adequate protection to C3 Capital.

On Oct. 9, 2009, the Court denied the Debtor's cash collateral
motion stating that the Debtor may refile its emergency request
for authorization to use cash collateral.

The Debtor related that it received a $238,190 payment from the
Drug Enforcement Agency on Nov. 3, 2009.

The Debtor also related that C3 Capital provided a $500,000 loan
and may assert an interest in cash collateral pursuant to a
security agreement between C3 Capital and the Debtor.

The Debtor is authorized to use the cash collateral to pay its
ordinary and necessary business expenses, provided that the Debtor
may exceed the line item amounts by no more than 10%.

As adequate protection, C3 Capital is granted postpetition liens
and replacement security interests and liens on the same
categories of collateral.

Pursuant to the budget, the Debtor is authorized to pay $18,000
adequate protection to C3 Capital.

The Debtor is further authorized to pay, pursuant to the budget,
$8,1158 in legal fees to Bast Amron LLP.

The Debtor is also authorized to use the claimant's cash
collateral to fund the postpetition operations.

As adequate protection for the use of cash collateral the Debtor
will grant the claimant replacement liens on all postpetition
property that is of the same nature and type of its prepetition
collateral.

The Court will consider further use of cash collateral beyond the
period covered upon a separate motion if additional cash is
received.

                About Phoenix Worldwide Industries

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc., Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D.
Fla. Case No. 09-23201).  Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


PHOENIX WORLDWIDE: Wants Plan Exclusivity Until January 25
----------------------------------------------------------
Phoenix Worldwide Industries, Inc., asks the U.S. Bankruptcy Court
Southern District of Florida to extend the exclusivity period
within which the Debtor may file a plan of reorganization and
solicit acceptances to the plan.  The Debtor asks that its plan
filing period be extended until Jan. 25, 2010.

The Debtor relates that extending its exclusivity period will
provide the additional time to reorganize the business.  The
Debtor made good faith progress toward reorganization and requires
a cash infusion by receipt of due accounts receivable.

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc.- Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D.
Fla. Case No. 09-23201).  Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


PILOT TRAVEL: S&P Assigns 'BB' Long-Term Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
corporate credit rating to Knoxville, Tennessee-based Pilot Travel
Centers LLC.  The outlook is positive.

At the same time, S&P assigned its 'BBB-' issue-level and '1'
recovery ratings to the company's proposed $2.15 billion secured
credit facilities.  Pilot's $2.15 billion credit facilities
include: a $500 million revolving credit facility due 2014, a
$500 million term loan A due 2014, an $800 million term loan B due
2016, and a $350 million term loan C due 2016.  The '1' recovery
rating indicates expectations for very high (90%-100%) recovery of
principal in the event of payment default.

Proceeds from the credit facilities, along with proceeds from the
$350 million subordinated notes (unrated) and equity contribution,
will be used to purchase Flying J Inc.'s travel center assets,
including Conoco Phillips' 50% interest in the CFJ joint venture
with Flying J at a price of $1.845 billion, representing an
latest-12-month EBITDA multiple (without synergies) of 8.5x.

"The rating reflects Pilot's strong competitive position in the
travel center industry, its low operating cost structure, and good
execution of its operating strategies historically," said Standard
& Poor's credit analyst Ana Lai.  A significant increase in debt
leverage to fund the acquisition, potential challenges in
integrating a large network of travel centers, weak fundamentals
of the trucking industry, and Pilot's exposure to volatile fuel
prices all temper those strengths, however.

"In S&P's view," added Ms. Lai, "the acquisition of Flying J
travel center assets enhances Pilot's business position." The
combined entity, with revenues of about $20 billion and EBITDA of
$707 million on a pro forma basis for fiscal 2009, will have a
broad, national footprint with 600 locations with the Pilot or
Flying J brands.  The combination will include 499 company-
operated travel centers, 318 of which are owned.  The combined
entity will have significant scale, with total fuel volume that
accounts for about 20% of on-the-road diesel consumed in the U.S.


PREMIUM PROTEIN: Faces Lawsuit for "Warn Act" Violation
-------------------------------------------------------
News 5 KHAS-TV relates that three former employees of Premium
Protein sued the company, saying that the Chapter 11 filing and no
immediate plans to reopen the company has violated the "Warn Act".

Representative of the workers argued that employees are to be
given 60 days notice when a company plan to layoff workers or
close to allow workers time to file for unemployment benefits
under the law, report says.

Premium Protein Products LLC operates slaughtering and fabrication
operations in 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.


PROTOSTAR LTD: Revises Disclosure Statement for Nov. 18 Hearing
---------------------------------------------------------------
Bill Rochelle at Bloomberg reports that ProtoStar Ltd. filed a
revised plan this week in advance of the Nov. 18 hearing for
approval of the explanatory disclosure statement, which also was
revised.  According to Mr. Rochelle, the disclosure statement
remains vague about how much creditors will receive because the
sale of one satellite is yet to occur and a pivotal lawsuit hasn't
been finished.

As reported by the TCR on Nov. 12, ProtoStar has won approval to
sell the ProtoStar I satellite and related equipment for $210
million to an affiliate of Intelstat Holdings Ltd.  The auction of
the ProtoStar II satellite is set for Dec. 15.  The hearing for
approval of the sale is Dec. 18.

The Official Committee of Unsecured Creditors has a suit pending
where it contends secured lenders don't have valid liens securing
aUS$10 million working capital loan and US$183 million in 12.5%
and 18% secured notes.  The creditors believe the noteholders and
working capital lenders filed notices of their security interests
in the wrong place, as a result invalidating their liens.  If the
Creditors Committee wins the lawsuit, the lenders would have an
unsecured creditor status and they won't be paid ahead of other
creditors.

                       About ProtoStar Ltd.

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659.)  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent. The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.  In their
petition, the Debtors listed between US$100 million and US$500
million each in assets and debts.  As of December 31, 2008,
ProtoStar's consolidated financial statements, which include non-
debtor affiliates, showed total assets of US$463,000,000 against
debts of US$528,000,000.


PRIVE VEGAS: Files Chapter 11 Petition in Miami
-----------------------------------------------
Prive Vegas LLC filed for Chapter 11 protection in Miami (Bankr.
S.D. Fla. Case No. 09-34880).

Prive Vegas owns the Living Room and Prive, adjacent nightclubs
inside the Planet Hollywood Resort and Casino in Las Vegas.  The
nightclubs opened this year, according to the clubs' Web site.

The petition says debt is $1 million to $10 million while assets
are less than $1 million.

The case was assigned to U.S. Bankruptcy Judge A. Jay Cristol, who
is presiding over the reorganization of Fontainebleau Las Vegas
LLC, a 70%-completed project on the Las Vegas Strip.


PSYSTAR CORP: Violated Copyright Infringement, Bankr. Court Rules
-----------------------------------------------------------------
The Hon. William Alsup of the U.S. Bankruptcy Court for the
Northern District of California ruled that Psystar has violated
Apple's copyright and the Digital Millennium Copyright Act.

Judge Alsup granted Apple's request for summary judgment on
copyright infringement and denied Psystar's counterclaims.

According to court documents, Apple's license agreements
restricted the use of Mac OS X to Apple computers, and
specifically prohibited customers from installing the operating
system on non-Apple computers. Psystar has modified Mac OS X to
run on its computers and has sold them to the public, Apple
relates.

A full-text copy of The Hon. William Aslup's ruling is available
for free at http://ResearchArchives.com/t/s?4967

Doral, Florida-based Psystar Corp. makes computers that are
capable of running Apple Inc.'s Macintosh operating system.  It
sells its computer over the Internet.  The Company filed for
Chapter 11 bankruptcy protection on May 21, 2009 (Bankr. S.D. Fla.
Case No. 09-19921).  The Company listed up to $50,000 in assets
and $100,000 to $500,000 in liabilities.


PTA REINSURANCE: A.M. Best Affirms FSR of 'B'
---------------------------------------------
A.M. Best Co. has revised the outlook to positive from stable and
affirmed the financial strength rating of B (Fair) and issuer
credit rating of "bb+" of ZEP-RE (PTA Reinsurance Company) (ZEP-
RE) (Kenya).

The ratings reflect ZEP-RE's improving risk-adjusted
capitalisation, good underwriting performance and its robust risk
management framework.  An offsetting factor is its developing
business profile.

In A.M. Best's opinion, ZEP-RE's risk-adjusted capitalisation has
strengthened, as the decline in the level of support from earnings
in 2008 was offset by the issuing of additional share capital (USD
6.6 million).  The positive outlook reflects A.M Best's
expectation that the current underwriting performance will be
sustained, and that the risk based capital position will remain
robust as the company pursues its growth objectives.

ZEP-RE's underwriting profits increased to USD 4.0 million in 2008
(USD 1.0 million in 2007).  A.M. Best estimates that the company's
underwriting performance will remain at this broad level in the
next three years, although the combined ratio is expected to
increase slightly to 93% (88% in 2008).  A.M. Best, however,
projects improved longer-term financial performance as premium
growth of approximately 13% per annum is augmented by stronger
underwriting and enhanced investment performance.  A.M. Best
believes the considerable progress that the company's management
has made in developing its risk management framework will further
enhance the scope for stronger operational performance in the
longer term.

ZEP-RE is a Kenya-based reinsurer mainly concentrating on the
COMESA market, where it has established itself as an important
reinsurer.  A.M. Best believes ZEP-RE will continue to strengthen
its operations in the African reinsurance market, growing between
10%-15% in each of the next two years, with gross premiums written
in excess of USD 55 million.


QUARRY POND: Files for Bankruptcy to Avert Foreclosure
------------------------------------------------------
Nathan Donato-Weinstein at Roseville California relates that
Quarry Pond LLC made a voluntary Chapter 11 filing.

Mr. Donato-Weinstein, citing papers filed with the Court, says the
company faced foreclosure by Bank of New York Mellon, which holds
$19.2 million in debt.

Lisa Powers owned the company, the report notes.

Quarry Pond LLC dba Quarry Ponds Town Center --
http://www.quarryponds.com/-- operates a commercial building in
Granite Bay, California.


QUEST ENERGY: Posts $10.5 Million Net Loss in Q3 2009
-----------------------------------------------------
Quest Energy Partners, L.P., and subsidiaries reported a net loss
of $10.5 million for the three months ended September 30, 2009,
compared with net income of $157.9 million in the same period of
2008.  Gains from derivative financial instruments were
$8.8 million and $145.1 million during the three monhts ended
September 30, 2009, and 2008, respectively.

Oil and gas sales decreased $31.3 million, or 63.3%, to
$18.2 million for the three months ended September 30, 2009, from
$49.5 million for the three months ended September 30, 2008.  This
decrease was the result of a decrease in average realized prices
and a small decrease in volumes.

For the nine months ended September 30, 2009, the partnership
reported a net loss of $111.5 million, compared with net income of
$23.6 million in the same period last year.

Oil and gas sales decreased $80.6 million, or 58.9%, to
$56.3 million for the nine months ended September 30, 2009, from
$136.9 million for the nine months ended September 30, 2008.  This
decrease was the result of a decrease in average realized prices,
partially offset by higher volumes.

At September 30, 2009, the partnership's consolidated balance
sheets showed $119.9 million in total assets and $212.8 million in
total liabilities, resulting in a $92.9 million partners' deficit.

A full-text copy of the partnership's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?4985

                        Credit Agreements

The borrowing base was $160.0 million and the amount borrowed
under the Quest Cherokee Credit Agreement was $160.0 million as of
September 30, 2009.  As a result, there was no additional
borrowing availability.  In July 2009, the borrowing base under
the Quest Cherokee Credit Agreement was reduced from $190 million
to $160 million.  The partnership anticipates that in connection
with the redetermination of its borrowing base in November 2009,
the borrowing base will be further reduced from its current level
of $160 million.  In the event of a borrowing base reduction, the
partnership expects to be able to make the required payments
resulting from the borrowing base deficiency out of its  existing
funds.

The Second Lien Senior Term Loan Agreement, as amended, originally
due and maturing on September 30, 2009, has been extended to
November 16, 2009.  As of September 30, 2009, $29.8 million was
outstanding under the Second Lien Loan Agreement.  The
partnership's mnagement says it is currently pursuing various
options to restructure or refinance its credit agreements

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 1, 2009,
UHY LLP, in Houston, Texas, in its audit report of Quest Energy
Partners, L.P. and subsdidiaries' consolidated financial
statements for the year ended December 31, 2008, expressed
substantial doubt about the partnership's ability to continue as a
going concern, citing the partnership's inability to amend the
terms of its credit facilities.

The partnership and its predecessor have incurred significant
losses from 2004 through 2008 and into 2009, mainly attributable
to the operations, impairment of oil and gas properties,
unrealized gains and losses from derivative financial instruments,
legal restructurings, financings, the current legal and
operational structure and, to a lesser degree, the cash
expenditures resulting from the investigation related to certain
unauthorized transfers, repayments and re-transfers of funds to
entities controlled by the partnership's former chief executive
officer.

While the partnership was in compliance with the covenants in its
credit agreements as of December 31, 2008, and September 30, 2009,
the partnership says there is no assurance that it will be in
compliance as of December 31, 2009.

                        About Quest Energy

Headquartered in Oklahoma City, Quest Energy Partners, L.P.
-- http://www.qelp.net/-- is a publicly traded master limited
partnership formed in 2007 by Quest Resource Corporation to
acquire, exploit and develop oil and natural gas properties.  The
Company's principal oil and gas production operations are located
in the Cherokee Basin of southeastern Kansas and northeastern
Oklahoma; Seminole County, Oklahoma; and West Virginia and New
York in the Appalachian Basin.


READY MIX: Posts $1.4 Mln 3Q09 Net Loss; In Waiver Talks with NBA
-----------------------------------------------------------------
READY MIX, INC., reported financial results for the third quarter
of 2009.  For the three months ended September 30, 2009, revenue
decreased 62.3% to $6.2 million, compared to revenue of $16.4
million for the third quarter of 2008.  Cubic yards of concrete
sold decreased 59.6% for the third quarter of 2009 compared to the
same period of 2008, while average unit sales price decreased
16.9%.

Gross loss for the third quarter of 2009 was $1.7 million.  This
compares to gross profit of $0.02 million for the third quarter of
2008.

Non-cash depreciation and amortization expense was $1.1 million
for the third quarter of 2009 and $1.2 million for the third
quarter of 2008.

The net loss for the third quarter of 2009 was $1.4 million, or
$0.36 per basic and diluted share.  This compares to a net loss
for the third quarter of 2008 of $0.6 million, or $0.16 per basic
and diluted share.

"Since the last peak in the second quarter of 2008, revenue has
now decreased for five consecutive quarters, albeit at a
diminishing rate.  It's noteworthy that despite the continued
decline in demand for ready mix concrete in our market, the net
loss for this year's third quarter narrowed compared to the first
two quarters of 2009, a sign that our cost management efforts are
meeting with success.  General and administrative expenses were
down 32% in the third quarter versus prior year, decreased 14%
from the second quarter, and we have implemented additional
initiatives to reduce costs even further.  In the absence of
meaningful signs of improvement in our market in the near term,
our primary goal is to improve cash flow while we continue to
provide our customers the quality products, service and support
that RMI is known for," said Chief Executive Officer Bradley
Larson.

As announced on June 17, 2009, the Company engaged the services of
Lincoln International LLC to evaluate and advise the Board of
Directors regarding strategic alternatives to enhance shareholder
value, including the potential sale of the Company.  The
implementation of any strategic alternative would be subject to,
among other things, the results of the Board's evaluation of
strategic alternatives, obtaining Board and stockholder approvals
of any proposed transaction, and customary conditions to the
closing of any proposed transaction.  Accordingly, there is no
assurance that the review of strategic alternatives will result in
the Company pursuing any particular transaction, or, if it pursues
any such transaction, that it will be completed.  No further
public comment is expected regarding the review until the Board of
Directors has approved a specific transaction or otherwise deems
disclosure of significant developments appropriate.

                       Nine Months Results

For the nine months ended September 30, 2009, revenue decreased
56.1% to $21.6 million, compared to $49.2 million for the first
nine months of 2008.  Cubic yards of concrete sold decreased 52.3%
for the first nine months of 2009 versus the same period last
year, while average unit sales price decreased 13.4%.

The net loss for the first nine months of 2009 was $4.7 million,
or $1.24 per basic and diluted share.  This compares to a net loss
for the first nine months of 2008 of $1.7 million, or $0.45 per
basic and diluted share.

                     Balance Sheet Highlights

At September 30, 2009, Ready Mix, Inc., reported working capital
of approximately $5.7 million, including cash and cash equivalents
of $2.5 million, a current ratio of approximately 2.2, and total
stockholders' equity of $21.9 million, or $5.75 per outstanding
share.  At December 31, 2008, Ready Mix, Inc., reported working
capital of approximately $9.6 million, including cash and cash
equivalents of $4.2 million, a current ratio of approximately 2.7,
and total stockholders' equity of $26.4 million, or $6.94 per
outstanding share.

                          Bank Covenants

As of June 30, 2009 and September 30, 2009, RMI was not in
compliance with the fixed charge coverage ratio with the Company's
capital expenditure commitment lender, Wells Fargo Equipment
Finance, Inc.  RMI and WFE have amended the agreements to: (1)
include a waiver of the fixed charge coverage ratio covenant
requirement for the quarters ending June 30, 2009, and
September 30, 2009; (2) have WFE accept payments of interest only
for four months, which will defer the Company's payment of
approximately $695,000 in principal during such period; (3)
require the Company to provide approximately an additional
$750,000 in collateral to secure the deferred principal; (4)
require the Company to pay WFE an $8,500 consent fee; and (5)
require the Company to pay WFE 35% of proceeds in excess of
related loans and costs if the Company were to sell its
headquarters building and the real estate on which it is located.

RMI also has a covenant requirement with National Bank of Arizona.
The NBA loan is secured by RMI's headquarters building in Phoenix,
Arizona.  The covenant requirement is a minimum adjusted earnings
before interest, taxes, depreciation and amortization expense debt
coverage ratio evaluated at year end.  By letter received
August 10, 2009, NBA alleged that the covenant requirement is 1.25
to 1.0 for the year ended December 31, 2008, and that RMI is out
of compliance with a ratio of .80 to 1.0.  RMI has timely made all
payments, is currently in discussions with NBA and expects to
obtain a waiver of the covenant requirement and amend the loan
agreement.  Although these discussions are ongoing and RMI and NBA
have agreed in principle to basic terms that would accomplish the
foregoing, there can be no assurance that RMI will be able to
obtain an amendment or waiver from NBA.  If RMI is not able to do
so, the $1.3 million note payable that is currently outstanding to
NBA could become immediately due and payable and NBA could proceed
against collateral granted to it to secure that debt if RMI were
not able to repay it.  If NBA accelerates the payment
requirements, RMI may not have sufficient liquidity to pay off the
related debt and there would be a material adverse effect on RMI's
financial condition and results of operations.

                       About Ready Mix, Inc.

Ready Mix, Inc. (RMI) has provided ready-mix concrete products to
the construction industry since 1997.  RMI currently operates four
ready-mix concrete plants in the metropolitan Phoenix, Arizona
area, three plants in the metropolitan Las Vegas, Nevada area, and
one plant in Moapa, Nevada.  RMI also operates two sand and gravel
crushing and screening facilities near Las Vegas, Nevada, which
provide raw materials for its Las Vegas and Moapa concrete plants.


SCO GROUP: Jeff Hunsaker Resigns as President of SCO Operations
---------------------------------------------------------------
In a regulatory filing dated November 13, 2009, The SCO Group,
Inc., disclosed that Jeff F. Hunsaker, president and chief
operating officer, SCO Operations, Inc., will be transitioning out
of the company, effective immediately, to pursue other
opportunities.  Mr. Hunsaker will act as a consultant, subject to
bankruptcy court approval, to SCO over the next several months in
order to assist the company with its UNIX business opportunities.
Senior management personnel of SCO, including Ken Nielsen, chief
financial officer, Alan Raymond, vice president of Worldwide
Sales, Andy Nagle, senior director of Engineering and Hans Bayer,
vice president of International Operations will collectively
assume Mr. Hunsaker's duties and will continue to manage the
business and to serve SCO's UNIX customers in conjunction with the
Chapter 11 Trustee, Edward Cahn, and his advisors.  Ryan Tibbitts,
general counsel, will continue to work with Mr. Cahn in directing
and pursuing the company's legal claims.

The SCO Group (SCOXQ.PK) -- http://www.sco.com/-- is a leading
provider of UNIX software technology.  Headquartered in Lindon,
Utah, SCO has a worldwide network of resellers and developers.
SCO Global Services provides reliable localized support and
services to partners and customers.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsel.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.30 million in total liabilities, resulting in
a $4.52 million in stockholders' deficit.


SEANERGY MARITIME: Secures Waiver Extension on Loan Covenant
------------------------------------------------------------
Seanergy Maritime Holdings Corp. has received a waiver extension
on its market-value-to loan covenant.  The new waiver received is
valid up to January 1, 2011.

As successor to Seanergy Maritime Corp., Seanergy Maritime
Holdings Corp. -- http://www.seanergymaritime.com/-- is a
Marshall Islands corporation with its executive offices in Athens,
Greece.  The Company is engaged in the transportation of dry bulk
cargoes through the ownership and operation of dry bulk carriers.
The Company purchased and took delivery of six dry bulk carriers
in the third and fourth quarters of 2008 from companies associated
with members of the Restis family.  Its current fleet is comprised
of two Panamax, two Supramax and two Handysize dry bulk carriers
with a combined cargo-carrying capacity of 316,676 dwt and an
average fleet age of approximately 11 years.

The Company's common stock and warrants trade on the NASDAQ Global
Market under the symbols SHIP and SHIP.W, respectively.  Prior to
October 15, 2008, the Company's common stock and warrants traded
on the NYSE Alternext US LLC (formally known as AMEX) under the
symbols SRG, SRG.W, respectively.


SEITEL INC: Posts $28 Million Net Loss in Third Quarter
-------------------------------------------------------
Seitel, Inc., reported Friday results for the third quarter ended
September 30, 2009.

The Company reported a net loss of $28.0 million for the third
quarer of 2009, compared to last year's third quarter loss of
$17.2 million.  According to the Company, the increase in net loss
resulted from a $26.6 million decrease in revenue, partially
offset by a $10.1 million reduction in seismic data amortization
expense and a $4.4 million improvement in operating expenses.

For the nine month period, net loss was $78.5 million, compared to
a net loss of $56.0 million for the equivalent period of 2008.

Revenue for the third quarter of $19.5 million decreased by
$26.6 million or 58% as compared to the third quarter of 2008,
primarily driven by a $21.0 million or 64% decline in total
resales from the Company's seismic data library.  Contributing to
the lower resale revenue were decreases of $25.0 million in cash
resales and $4.8 million in selections from outstanding library
cards, offset by lower deferred revenue.  Acquisition revenue fell
by 43% or $5.0 million with the reduction primarily in Canada as
the Company shot no summer programs in the 2009 period.  Solutions
revenue of $878,000n was 41% lower than in 2008.

Revenue for the nine month period was $76.7 million as compared to
$138.2 million in 2008.  The 45% drop in revenue resulted
primarily from a $50.2 million decrease in total resales from the
Company's library and a $9.6 million decrease in acquisition
revenue.  Solutions revenue of $3.3 million was 35% lower than in
2008.

Cash resales for the third quarter of 2009 were $12.3 million,
down 67% from the same quarter of last year, but 70% higher than
the second quarter of 2009.  Seitel's cash resales remained weak
as compared to the prior year, reflecting the continuation of
industry conditions the Company experienced during the first half
of 2009 in both the U.S. and Canada, as clients' general concerns
about the economic environment and liquidity delayed spending on
seismic data.  Cash resales fell as compared to 2008 by 66% and
69% in the U.S. and Canada, respectively.  For the nine month
period, Seitel's cash resales were $29.6 million, as compared to
$89.8 million during 2008, a 67% reduction.

As compared to the second quarter of 2009, cash resales increased
by $5.0 million.  The improved sequential results reflected higher
licensing of seismic data that covers conventional oil and gas
basins.

Cash EBITDA, defined as cash resales and solutions revenue less
cash operating expenses (excluding various non-recurring items),
was $8.5 million for the third quarter of 2009, as compared to
$30.5 million in the same quarter of 2008.  This $22.0 million
reduction was driven by a $25.6 million reduction in cash revenue
offset by a $3.6 million decrease in cash operating expenses to
$4.7 million for the quarter.  The reduction in cash operating
expenses primarily reflected a drop in cash compensation and other
personnel costs of $2.9 million.

Cash EBITDA increased $5.2 million as compared to cash EBITDA for
the second quarter of 2009.  The higher level of cash resales was
the primary driver for this increase.

For the first nine months of 2009, cash EBITDA was $17.1 million
as compared to $69.6 million in 2008, as a $62.0 million decrease
in cash revenue for the period was offset by a $9.4 million
reduction in recurring cash operating expenses.

"We are pleased to see a modest uptick in our cash resales,"
commented Rob Monson, president and chief executive officer.
"However, we remain concerned about the lack of clarity in the
macro economics that underpin our clients' drive to grow their
hydrocarbon reserves.  We believe that natural gas production will
continue to decline and natural gas prices will continue to
improve giving way to a more normalized but muted spending on the
part of our clients.  While we have hopes that the credit markets
will ease for the exploration industry, the liquidity constraints
of our traditional customers continue to be of concern at this
cyclical trough.

"We continue to see strength in our data sales and data
acquisition in the major resource plays," stated Mr. Monson.
"However, activity in the conventional gas plays has and will
remain low over the near term given high natural gas storage
levels, the perceived lack of demand, and uncertainty about the
effect that regulatory changes may have on taxes.  Nevertheless,
conventional activity should return to more normal levels over
time, in our opinion."

Depreciation and amortization expense for the third quarter of
2009 was $33.4 million compared to $43.6 million for the same
period in 2008.  For the third quarter of 2009, 21% of total
resales were for fully amortized data, as compared to 14% in the
same quarter of 2008.

Selling, general and administrative expenses were $5.4 million for
the third quarter of 2009 as compared to $9.9 million in the third
quarter of last year.  The Company said the sharp decrease in
expenses was primarily driven by salary and workforce reductions
as well as by a decrease in variable compensation.  For the nine
month periods, selling, general and administrative expenses were
$20.1 million in 2009 as compared to $30.1 million in 2008,
reflecting benefits from cost cutting measures implemented in
early 2009 and reductions in variable compensation.

Cash balances at the end of the third quarter were $11.0 million.
Cash consumption during the third quarter was $17.8 million.  Cash
EBITDA of $8.5 million was offset by net cash capital expenditures
for the quarter of $3.3 million, $19.6 million in interest
payments on the Company's senior notes and working capital
requirements of $2.7 million.  The Company said that cash
consumption from working capital accounts essentially reflected
progress on current surveys for which underwriting revenue was
already collected in prior quarters.

Gross capital expenditures for the third quarter of 2009 were
$10.4 million, as compared to $23.2 million for the prior year.
Acquisition capital expenditures decreased by $8.0 million
reflecting planned reductions to the Company's investment program
for 2009.  Non-monetary exchanges fell by $3.0 million as compared
to last year.

For the nine month period, gross capital expenditures decreased to
$44.9 million in 2009 from $82.6 million last year, a 46% decline.
Acquisition capital expenditures fell by $19.7 million or 32% with
both Canada and the U.S. contributing.  Underwriting revenue for
the nine month period reached 79% of gross investment as compared
to 70% in 2008.  Non-monetary exchanges were $16.1 million lower
than last year.  Net cash capex for the nine month period was
$13.3 million as compared to $32.1 million in 2008.

Forecast net cash capital expenditures for the full year 2009 are
expected to be $19.2 million.  The Company says it continues to
focus its capital investment plan on resource plays, including the
Horn River basin in British Columbia and the Haynesville shale in
East Texas, where it has generated significant cash returns in the
last several quarters.

                          Balance Sheet

At September 30, 2009, the Company's unaudited consolidated
balance sheets showed $534.1 million in total assets,
$474.0 million in total liabilities, and $60.1 million in total
shareholders' equity.

                        About Seitel, Inc.

Based in Houston, Seitel, Inc.  -- http://www.seitel-inc.com/--
is a leading provider of seismic data to the oil and gas industry
in North America.  Seitel's data products and services are
critical for the exploration for, and development and management
of, oil and gas reserves by oil and gas companies.  Seitel has
ownership in an extensive library of proprietary onshore and
offshore seismic data that it has accumulated since 1982 and that
it licenses to a wide range of oil and gas companies.  Seitel
believes that its library of onshore seismic data is one of the
largest available for licensing in the United States and Canada.
Seitel's seismic data library includes both onshore and offshore
3D and 2D data.  Seitel has ownership in over 42,000 square miles
of 3D and approximately 1.1 million linear miles of 2D seismic
data concentrated in the major active North American oil and gas
producing regions.  Seitel serves a market which includes over
1,600 companies in the oil and gas industry.

                          *     *     *

In July 2009, Moody's Investors Service downgraded Seitel's
Corporate Family Rating to Caa3 from B3, its Probability of
Default Rating to Caa3 from B3, its senior unsecured notes rating
to Caa3 (LGD 4, 54%) from B3 (LGD 4, 56%), and its Speculative
Liquidity Rating to SGL-4 from SGL-3.  The rating outlook is
negative.  The downgrade reflects the increased pressure on
Seitel's liquidity and earnings.


SIMMONS BEDDING: Files Chapter 11 with Pre-Packaged Plan
--------------------------------------------------------
Simmons Bedding Company filed a pre-packaged plan of
reorganization under chapter 11 of the United States Bankruptcy
Code in the U.S. Bankruptcy Court for the District of Delaware.
In connection with this filing, Simmons Bedding's parents, Simmons
Company and Bedding Holdco Incorporated, along with all of its
domestic subsidiaries have also filed chapter 11 cases with the
Court.  The filings do not include Simmons' Canadian and Puerto
Rican operations.

Under the pre-packaged plan, Simmons and its subsidiaries will
continue normal operations throughout the chapter 11 process and
the Company's senior secured bank lenders, trade vendors,
suppliers and employees will be paid in full.  The Company expects
to emerge from chapter 11 within 60 days.

As previously announced on September 25, the pre-packaged plan
provides for the acquisition of Simmons Bedding and all of its
U.S. and foreign subsidiaries, as well as its parent Bedding
Holdco Incorporated, by certain affiliates of Ares Management LLC
and Teachers' Private Capital, the private investment department
of the Ontario Teachers' Pension Plan.

The plan and related transactions will allow the Company to
substantially reduce its total debt obligations from approximately
$1.0 billion to approximately $450 million, allowing the
reorganized company to emerge with a stronger balance sheet and
increased financial flexibility.

Stephen G. Fendrich, Simmons Bedding's President and Chief
Operating Officer, commented, in a November 15 statement, "Today's
filings are a necessary step toward the successful conclusion of
our financial restructuring.  We do not anticipate any changes in
our daily operations as a result of this filing.  Our
manufacturing plants will operate as usual and our customers
should continue to expect the same great service and quality they
have received prior to and during this restructuring process."

Today's filing follows the successful completion of the
solicitation process of lenders and note holders.  The
overwhelming approval of the pre-packaged plan by the Company's
lenders and note holders is evident in voting results announced
today, wherein 100 percent of the claims voted by Simmons
Bedding's senior lenders, 94.5 percent of the claims voted by
Simmons Bedding's 7.875% senior subordinated note holders and 98.8
percent of the claims voted by Simmons' 10% discount note holders
voted to accept the pre-packaged plan.

Together with the termination or expiration of all waiting periods
under applicable antitrust and competition regulations in the U.S.
and Canada announced by Simmons on October 29, the result of the
solicitation satisfies another one of the key conditions for
consummating the transaction with AOT.  With these conditions met,
today's filing marks one of the final steps in the restructuring
process.  The transaction remains subject to confirmation of the
pre-packaged plan by the Court, as well as customary closing terms
and conditions.

"We have received tremendous support from our stakeholders
throughout this process," Mr. Fendrich continued.  "This
demonstration of confidence in the solid fundamentals of our
business is due in no small part to our employees and our dealers,
whom I wish to thank again for their continued dedication to our
business.  I'm especially pleased that the pre-packaged plan
submitted to the Court provides for full payment to our employees
as well as our senior lenders and suppliers.  Having received
overwhelming support from our lenders and note holders through our
recently completed solicitation process we now look forward to
quickly emerging from chapter 11 and completing the transaction
that will allow Simmons Bedding to continue its legacy of
operational excellence, innovation, and customer satisfaction."

As of this filing date, Simmons Bedding has approximately $50
million cash-on-hand and will continue to be able to satisfy
customary obligations associated with its daily operations through
the confirmation process.  As previously announced, Simmons
Bedding has also arranged for a $35 million debtor-in-possession
revolving credit facility with certain lenders, pursuant to which
Deutsche Bank Trust Company Americas will act as the
administrative agent and collateral agent and Deutsche Bank
Securities Inc. will act as the sole book runner and lead
arranger.

In conjunction with this filings, the Company also filed customary
"first day" motions intended to allow the Company to operate in
the ordinary course of business and protect its associates and
suppliers during the restructuring.  Among these motions are
requests to continue the payment of wages, salaries, and other
employee benefits as well as to continue to honor its customer
programs and consumer warranties.

                          Assets & Debts

As of the commencement of the pre-packaged plan of reorganization,
Simmons Bedding and its subsidiaries have approximately
$50 million cash-on-hand and will continue to be able to satisfy
customary obligations associated with its daily operations through
the confirmation process.

As of September 26, 2009, the Company had assets of approximately
$900 million and liabilities of approximately $1 billion and its
net sales for the trailing twelve months ended September 26, 2009
were approximately $782 million.

                      Prepack Chapter 11 Plan

As reported by the Troubled Company Reporter on October 21, 2009,
Simmons Bedding Co. and its parent Simmons Co. solicited votes on
a prepackaged reorganization plan.

According to the disclosure statement included in the pre-
bankruptcy solicitation package sent to debtholders, holders of
$298,775,125 in 10% senior discounted notes issued by the holding
company will recover 3.7% to 5.6% by splitting $10 million to $15
million cash.  They also have the right to trade cash for
ownership of Class A common stock.

Holders of $221 million in 7.875% senior subordinated notes due
2014 issued by SBC, the operating company, will divide $185
million to $190 million cash for a recovery of 83.4% to 85.7%.

Trade creditors and other unsecured creditors with $56.7 million
in claims are to be paid in full.  Lenders owed $542 million for
borrowings made to SBC and secured by first priority liens on the
assets, will also be paid in full in cash.

Holders of equity interests in SBC and Holdco won't receive
anything.  Holders of equity interests in Bedding Holdco
Incorporated will not receive distributions on account of their
equity interests, but will obtain recovery on account of their
ownership of Holdco Note Claims.

Creditors will receive the high end of their projected recovery if
restructuring expenses by Simmons won't exceed $38 million.

Ares Management LLC and Ontario Teachers' Pension Plan, the
sponsors of the plan, will acquire Simmons in return for a
$310 million equity investment and $425 million in exit financing.

Simmons is soliciting votes from senior bank lenders, holders of
its 7.875% senior subordinated notes, and holders of Simmons' 10%
discount notes. The consent solicitation will expire on November
12, 2009, unless extended. The disclosure statement assumes a
Chapter 11 filing Nov. 15.

In connection with the plan, Simmons Bedding also has arranged for
a $35 million debtor in possession revolving credit facility with
certain lenders, pursuant to which Deutsche Bank Trust Company
Americas will act as the administrative agent and collateral agent
and Deutsche Bank Securities Inc. will act as the sole book runner
and lead arranger.

A copy of the Disclosure Statement, which was filed with the
Securities and Exchange Commission, is available for free at:

          http://researcharchives.com/t/s?4728

A copy of the Plan Sponsor Agreement is available for free at:

          http://researcharchives.com/t/s?45a6

                       About Simmons Company

Simmons Company -- http://www.simmons.com/-- is one of the top
three US mattress makers alongside rivals Sealy and Serta.

Simmons Bedding Company is the indirect subsidiary of Simmons
Company.  Simmons Bedding manufactures and markets a broad range
of products including Beautyrest(R), Beautyrest Black(R),
Beautyrest Studio(TM), ComforPedic by Simmons(TM), ComforPedic
Loft(TM), Natural Care(R), Beautyrest Beginnings(TM) and
BeautySleep(R).  Simmons Bedding operates 19 conventional bedding
manufacturing facilities and two juvenile bedding manufacturing
facilities across the United States, Canada and Puerto Rico.
Simmons Bedding also serves as a key supplier of beds to many of
the world's leading hotel groups and resort properties.  Simmons
Bedding is committed to developing superior mattresses and
promoting a higher quality sleep for consumers around the world.

As of June 27, 2009, Simmons Co. had $895.9 million in total
assets and $1.26 billion in total liabilities, resulting in
stockholder's deficit of $367.5 million.

Weil, Gotshal & Manges LLP is acting as legal counsel and Miller
Buckfire & Co., LLC is acting as financial advisor to Simmons.
Sullivan & Cromwell LLP is acting as legal counsel and Goldman,
Sachs & Co., is acting as financial advisor to Ares and Teachers'.


SONORAN ENERGY: Wants Chapter 11 Case Dismissed
-----------------------------------------------
Sonoran Energy, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Texas for authorization to voluntarily
dismiss its Chapter 11 case.

The Debtor relates that the estate has no remaining assets with
realizable value.  The Debtor states that after the sale of its
two major assets, the Louisiana wells and its wells in Tom Green
County, Texas, there was de minimis or no bidding for the Debtor's
other assets.  The follow-up with potential buyers on the
remaining assets after the auction has not yielded any material
bids for those assets.

The Debtor also adds that as of the Oct. 19, 2009 bar date, there
were over $8 million of other asserted claims, including over
$200,000 of asserted priority claims.

Sonoran Energy, Inc., is a U.S.-based independent oil and gas
company engaged in exploring, developing and enhancing oil and gas
properties in North America.  Sonoran Energy filed for Chapter 11
on June 19, 2009 (Bankr. N.D. Tex. Case No. 09-33852).   Judge
Harlin DeWayne Hale handles the case.  Margaret Hall, Esq., at
Sonnenschein, Nath & Rosenthal, LLP, is counsel to the Debtor.
Sonoran disclosed in its petition total assets of $47,067,773
against debts of $26,415,250.


SPANSION INC: Court Enforces Stay vs. Samsung on German Action
--------------------------------------------------------------
Spansion Inc. and its units sought and obtained an order from the
U.S. Bankruptcy Court enforcing automatic stay against Samsung
Electronics, Co., Ltd., in connection with a lawsuit filed in
Germany.

At the hearing, the Court and counsel to Samsung had a colloquy in
which the Court's October 15, 2009 Order Enforcing Automatic Stay
was discussed.  After consultation with the Debtors, Samsung
agreed to be bound by an order similar to the International Trade
Commission Automatic Stay Order regarding the motion enforcing
automatic stay and the German action.

Samsung Electronics Co., Ltd., previously commenced a patent
infringement suit against Debtor Spansion International Inc., and
Dr. Reinhard Weigl, in Dusseldorf Regional Court, in Germany,
seeking (i) an injunction against Spansion International from
manufacturing and selling certain products that allegedly
infringe Samsung's patent, in Germany, (ii) compensatory damages
for the postpetition infringement, and (iii) the recall and
destruction of all those products.

The U.S. International Trade Commission said August 28 that it has
voted to institute an investigation of certain flash memory and
products containing same.  The products at issue in this
investigation are flash memory chips and products such as GPS
devices, routers, and network storage products that contain flash
memory chips.

Pursuant to an October 1, 2009 Order, Bankruptcy Judge Kevin Carey
concluded that Samsung violated the automatic stay of Section 362
of the Bankruptcy Code by filing the ITC Action to enforce
postpetition patent infringement claims against the Chapter 11
Debtors and the Foreign Debtor.  Judge Carey held that the
Samsung Action does not fall within the police and regulatory
powers exception to the automatic stay.

The Debtors then sought to enforce automatic stay against Samsung
with respect to the prosecution of the German Complaint.

The Debtors aver that they did not begin any infringing conduct
on March 2, 2009.  The Debtors maintain that they did not
introduce any new or modified products on that day or engage in
any new or different business activities from those activities
that they had engaged in prior to the Petition Date.  According
to the Debtors, their conduct that is the alleged basis for the
German Complaint predated March 2, 2009, by months.

Samsung asserted that the German Action has significantly
different facts and circumstances than were present in the
International Trade Commission Action.

The U.S. Court overruled objections to the stay request.

                     Appellate Proceedings

Spansion Japan Limited, through its foreign representative, Masao
Taguchi, filed with the Court a counterstatement of issues to be
presented on appeal.  Mr. Taguchi wants the U.S. District Court
for the District of Delaware to determine whether the Bankruptcy
Court was correct in:

  (a) concluding that the automatic stay under Section 362 of
      the Bankruptcy Code applies to Samsung's action for patent
      infringement that could have been brought prior to the
      Petition Date against Spansion Japan in the U.S.
      International Trade Commission;

  (b) concluding that Samsung's action for patent infringement
      against Spansion Japan is not an action by a government
      unit exercising its police and regulatory powers; and

  (c) the Bankruptcy Court was correct in finding that Samsung's
      action for patent infringement should not be permitted to
      proceed and should be enjoined because it is disruptive to
      Spansion Japan's reorganization efforts.

For its part, the Ad Hoc Consortium of Floating Rate Noteholders
wants the District Court to determine whether the Bankruptcy
Court was correct:

  (i) in holding that the automatic stay applies to Samsung's
      claims against Spansion before the ITC, which were
      originally asserted in the U.S. District Court for the
      District of Delaware prior to the Petition Date;

(ii) in holding that the ITC Action, which was commenced by
      Samsung and litigated by Samsung's counsel and where the
      ITC acts as a neutral fact-finding arbiter of the claims
      between private parties does not fall within the exception
      to the automatic stay  under Section 362(b)(4) as an
      action by a governmental unit exercising its police and
      regulatory power; and

(iii) in finding that the ITC Action, alleging a continuing tort
      that began prior to the Petition Date, could not proceed
      because it was an action that could have been commenced
      prepetition.

                        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: Seeks Dismissal of Samsung ITC Case
-------------------------------------------------
Spansion Inc. has recommended that the U.S. International Trade
Commission dismiss an investigation brought by Samsung Electronics
Co. Ltd. into flash memory devices in light of a bankruptcy
judge's order staying the case, according to Law360.

Spansion Inc. and its units sought and obtained an order from the
U.S. Bankruptcy Court enforcing automatic stay against Samsung
Electronics, Co., Ltd., in connection with a lawsuit filed in
Germany.

At the hearing, the Court and counsel to Samsung had a colloquy in
which the Court's October 15, 2009 Order Enforcing Automatic Stay
was discussed.  After consultation with the Debtors, Samsung
agreed to be bound by an order similar to the International Trade
Commission Automatic Stay Order regarding the motion enforcing
automatic stay and the German action.

Samsung Electronics Co., Ltd., previously commenced a patent
infringement suit against Debtor Spansion International Inc., and
Dr. Reinhard Weigl, in Dusseldorf Regional Court, in Germany,
seeking (i) an injunction against Spansion International from
manufacturing and selling certain products that allegedly
infringe Samsung's patent, in Germany, (ii) compensatory damages
for the postpetition infringement, and (iii) the recall and
destruction of all those products.

The U.S. International Trade Commission said August 28 that it has
voted to institute an investigation of certain flash memory and
products containing same.  The products at issue in this
investigation are flash memory chips and products such as GPS
devices, routers, and network storage products that contain flash
memory chips.

Pursuant to an October 1, 2009 Order, Bankruptcy Judge Kevin Carey
concluded that Samsung violated the automatic stay of Section 362
of the Bankruptcy Code by filing the ITC Action to enforce
postpetition patent infringement claims against the Chapter 11
Debtors and the Foreign Debtor.  Judge Carey held that the
Samsung Action does not fall within the police and regulatory
powers exception to the automatic stay.

The Debtors then sought to enforce automatic stay against Samsung
with respect to the prosecution of the German Complaint.

                         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: Wants to Reject Gas Contract With Cokinos
-------------------------------------------------------
Spansion Inc. and its units seek the Court's authority to reject a
Natural Gas Sales Agreement with Cokinos Natural Gas Company, nunc
pro tunc to November 2, 2009.

The Debtors and Cokinos are parties to the Natural Gas Sales
Agreement dated November 18, 2008.  Pursuant to the Agreement,
Cokinos is the sole supplier to Spansion of its natural gas
requirements at its Austin, Texas location and Spansion pays a
fixed price of $7.18 per one million British thermal units of
natural gas for a specified volume of natural gas per month,
ranging from 11,000 to 17,000 MMBtus per month.

The Debtors aver that the global economic recession has
significantly reduced demand for natural gas, driving prices
steadily downward for at least the last year.  As a result, the
Debtors note, the fixed price Spansion pays to Cokinos is above
the current market rate for natural gas.  In addition, the
Debtors maintain, the Natural Gas Contract contain minimum volume
purchase requirements that exceed Spansion's actual need for
natural gas.  According to the Debtors, the terms of the Natural
Gas Agreement require Spansion to purchase these minimum volumes,
regardless of the actual amount of gas that is delivered by
Cokinos.

Thus, the Debtors have determined that the Natural Gas Contract
is no longer in the best interest of their estates and should be
rejected.

                        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: Wants to Reject Pact With Discretix
-------------------------------------------------
Spansion and Discretix Technologies Ltd. are parties to these
agreements:

  (a) License Agreement, effective April 28, 2005;

  (b) Master Design Services Agreement, dated April 29, 2005;
      and

  (c) Statement of Work, effective November 9, 2007.

Under the Discretix Agreements, Spansion purchased from Disretix
cryptographic technology intellectual property, which provided
algorithms for certain of Spansion's products necessary to comply
with the industry's encryption standards and the capability to
detect certain encryption errors in raw computer data.  The
Discretix intellectual property also provided certain technology
which enabled key algorithms for additional security.  Under the
Discretix Agreements, Discretix was also to provide ongoing
maintenance and service of the intellectual property.

Although Spansion originally acquired the licenses and services
provided under the Discretix Agreements for use in its products,
Spansion asserts that it no longer produces the products that
used the Discretix technology, has not integrated the Discretix
technology into any current product lines, and has no plans to
integrate the Discretix technology into any future product lines.
Thus, the Debtors aver that the assumption of the Discretix
Agreements and payment of a $350,000 cure amount is not in the
best interests of their estates and would be wasteful of their
limited resources.

By this motion, the Debtors seek the Court's authority to reject
the Discretix Agreements, nunc pro tunc to November 6, 2009.

                        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)


S-TRAN HOLDINGS: ACFS Cash Collateral Hearing Set for November 19
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved the stipulation granting S-Tran
Holdings, Inc., and its debtor-affiliates continued access to the
cash collateral; and granting adequate protection to American
Capital Financial Services, Inc.

A final hearing on the Debtors' cash collateral motion is set for
Nov. 19, 2009, at 1:00 p.m. (E.T.)

As reported in the Troubled Company Reporter on Oct. 20, 2009,
ACFS, the Debtors' prepetition junior secured lender, agreed to
the Debtors' use of cash collateral through Oct. 31, 2009.  ACFS
also has agreed to further extensions through Nov. 30, 2009, and
through Dec. 31, 2009, without further order of the Court, if ACFS
and the Debtors further agree to further extensions.

As reported in the Troubled Company Reporter on Jan. 29, 2009,
ACFS asserts a lien on and security in substantially all of the
assets of the Debtors, to secure indebtedness in the approximate
principal amount of $7.5 million.

The Debtors propose to grant to ACFS, as adequate protection for
any diminution in value resulting from the Debtors' use of cash
collateral, replacement liens in the collateral.

The Debtors also propose to grant ACFS valid and perfected
additional liens, having a second or more junior lien on the
collateral, subject to the Care-Out and to any other prior
permitted liens.

                       About S-Tran Holdings

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The company and its debtor-affiliates filed for
Chapter 11 relief on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., Michael
Seidl, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones LLP represent the Debtors as counsel.
Christopher A. Ward, Esq., at Polsinelli Shalton Flanigan
Suelthaus, Mary E. Augustine, Esq., at Ciardi, Ciardi & Astin,
P.C., and Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total debts
of $30,891,000.


ST JOHN: S&P Puts 'B+' Corp. Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed all ratings, including
its 'B+' corporate credit rating, on St. John Knits International
Inc. on CreditWatch with negative implications.  S&P could lower
or affirm the ratings following the completion of S&P's review.

The CreditWatch placement reflects the company's revolving credit
facility maturity in fiscal 2010 (ending October 31, 2010) and
S&P's concern that St.  John Knits' credit metrics have weakened
through the 12 months ended Aug. 2, 2009.  Although the company
has stated that operating performance has stabilized in the second
half of fiscal 2009 and should strengthen into fiscal 2010, S&P is
concerned that the company may find it difficult to achieve
sufficient improvement that would result in credit metrics
returning to levels that are more appropriate for the current
rating.


STONEMOR PARTNERS: S&P Assigns Corporate Credit Rating at 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B'
corporate credit rating to Levittown, Pennsylvania-based StoneMor
Partners L.P.  At the same time, S&P assigned a 'B-' rating (one
notch below the parent's corporate credit rating) to subsidiary
StoneMor Operating LLC's $150 million senior notes due 2017 with a
recovery rating of '5', indicating the prospects for modest (10%-
30%) recovery in the event of payment default.  The outlook is
stable.

"The speculative-grade ratings reflect StoneMor's concentration in
the highly fragmented and competitive cemetery-related services
industry with limited (although somewhat predictable) growth
prospects," said Standard & Poor's credit analyst Rivka Gertzulin,
"and rising cremation rates."  In addition, its master limited
partnership corporate structure prioritizes the use of free cash
flow for unitholder dividends rather than for the reduction of its
large debt burden.


SUNESIS PHARMACEUTICALS: Closes Placement of $5MM in Preferreds
---------------------------------------------------------------
Sunesis Pharmaceuticals, Inc., reports that on October 30, 2009,
it completed the second closing for $5.0 million of units,
consisting of Series A Preferred Stock and warrants to purchase
common stock.  This closing constituted the second tranche of the
private placement of up to $43.5 million of Sunesis' securities
pursuant to the Securities Purchase Agreement, dated March 31,
2009, as amended, by and between the Company and accredited
investors, including certain members of management.

In connection with the Private Placement, the Company and the
Investors also entered into an Investor Rights Agreement, dated
April 3, 2009, as amended.

On October 27, 2009, the Company entered into an agreement to
amend the definitive agreements executed in connection with the
Private Placement.  The Amendment Agreement was entered into with
the Investors and amends the Purchase Agreement to provide in part
that, if the holders of a majority of the Series A Preferred Stock
issued in the Private Placement elect to complete the common
equity closing of the Private Placement, they must do so prior to
a date determined with reference to the Company's cash balance
dropping below $2.5 million at certain future dates, rather than
$4.0 million as initially provided by the Purchase Agreement.  The
Amendment Agreement also amends the Purchase Agreement to provide
that the Company will use commercially reasonable efforts to
maintain a cash balance of at least $2.5 million as of January 8,
2010.  The Amendment Agreement also amends the Rights Agreement to
defer the Investors' right to designate five members of the
Company's Board of Directors until January 1, 2010, or such later
date as determined by the Majority Holders.

The Company also reports it issued approximately 1.45 million
shares of Series A Preferred Stock in the second closing, which
are initially convertible into approximately 14.5 million shares
of common stock, and warrants to purchase approximately
14.5 million shares of common stock.  The per unit purchase price
for a share of Series A Preferred Stock and a warrant to purchase
10 shares of common stock was $3.45, which is equivalent to the
purchase price of the units sold in the initial closing of $10.0
million units in April 2009 in accordance with the terms of the
Private Placement.  The warrants issued at the second closing have
an exercise price of $0.22 per share and a term of seven years
from issuance.  The net proceeds, after deducting placement agent
fees and other estimated offering expenses payable by the Company,
are expected to be approximately $4.7 million.  The Company
expects all net proceeds received from the initial closing of the
Private Placement to be used for working capital and other general
corporate purposes.

On October 27, 2009, the Company filed a Certificate of Amendment
to the Certificate of Designation of the Series A Preferred Stock
with the Secretary of State of the State of Delaware.  The Amended
Certificate amends certain provisions of the voting rights of the
Series A Preferred Stock as they relate to the Company's cash
balance as of January 8, 2010 to correspond to amendments made to
the Purchase Agreement pursuant to the Amendment Agreement.

                           Going Concern

The Company related that the recurring operating losses raise
substantial doubt as to its ability to continue as a going
concern.  The Company incurred significant losses and negative
cash flows from operations since its inception.  As of June 30,
2009, the Company had an accumulated deficit of $347.4 million.

The Company said it needs to raise substantial additional funds to
continue operations, fund additional clinical trials of voreloxin
and bring future products to market.  Management plans to finance
the Company's operations with equity issuances, including the
initial closing and potential additional closings of the sale of
units and common stock, debt arrangements, a possible partnership
or license of development or commercialization rights to voreloxin
and, in the long term, product sales and royalties.

                   About Sunesis Pharmaceuticals

South San Francisco, California-based Sunesis Pharmaceuticals,
Inc. (NASDAQ: SNSS) -- http://www.sunesis.com/-- is a
biopharmaceutical company focused on the development and
commercialization of new oncology therapeutics for the treatment
of solid and hematologic cancers.  Sunesis has built a highly
experienced cancer drug development organization committed to
advancing its lead product candidate, voreloxin, in multiple
indications to improve the lives of people with cancer.


SYNTAX-BRILLIAN: Sanctions Against Asset Buyer Halted
-----------------------------------------------------
Law360 reports that a federal judge has stayed further accrual of
sanctions imposed against Olevia International Group LLC in 2008
for failing to pay a $55 million judgment in a lawsuit accusing it
of defaulting on a deal to acquire assets from defunct TV maker
Syntax-Brillian Corp.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a supplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the official committee of unsecured
creditors.  Pepper Hamilton, LLP, represents the Committee as
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors'
balloting, notice, and claims agent.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TH PROPERTIES: Submits Chapter 11 Plan of Reorganization
--------------------------------------------------------
Natalie Kostelni, staff writer at Philadelphia Business Journal,
reports that TH Properties LP filed a plan of reorganization.

Ms. Kostelni relates that the court and creditors have to weigh in
on the plan and so far two of the company's lenders are asking the
court to move forward with foreclosure proceedings on various
subdivisions that consist of either undeveloped land or incomplete
housing developments.

Details of the plan are not disclosed in the report.

Philadelphia-based T.H. Properties, L.P., has 12 working
developments in Pennsylvania and New Jersey.  Timothy Hendricks
and his brother Todd started the firm in 1992.  T.H. Properties
and its affiliates filed for Chapter 11 bankruptcy protection on
April 30, 2009 (Bankr. E.D. Pa. Case No. 09-13201).  Barry E.
Bressler, Esq., at Schnader, Harrison, Segal & Lewis, LLP, and
Natalie D. Ramsey, Esq., at Montgomery McCracken Walker and Rhoads
LLP represent the Debtors in their restructuring efforts.  The
Debtors listed assets between $100 million and $500,000,000, and
debts between $10 million and $50 million.


THE ORCHARD: Receives Non-Compliance Notice From NASDAQ
-------------------------------------------------------
The Orchard reported that on November 12, 2009, it received notice
from NASDAQ stating that the market value of publicly held shares
of The Orchard's common stock were below $5.0 million for 30
consecutive business days and The Orchard was therefore not in
compliance with the minimum MVPHS requirement for continued
listing on The NASDAQ Global Market under Listing Rule
5450(b)(1)(C).

The rule provides The Orchard with a 90-day grace period until
February 10, 2010, to regain compliance.  The Orchard can regain
compliance if The Orchard's MVPHS at market close is $5.0 million
or more for a minimum of ten consecutive business days.  If
compliance is not regained by February 10, 2010, NASDAQ will
notify The Orchard of its determination to delist The Orchard's
common stock, which decision may be appealed to a NASDAQ Hearings
Panel.  Alternatively, The Orchard may apply to transfer its
common stock listing to The NASDAQ Capital Market, provided it
satisfies the requirements for continued listing on that market.

Since approximately 49% of The Orchard's common shares are not
included in the NASDAQ MVPHS calculation, The Orchard's MVPHS is
determined on a limited number of shares increasing the difficulty
in correcting the deficiency.  The Orchard intends to maintain its
listing on The NASDAQ Stock Market and will actively monitor the
market value for its common stock between now and February 10,
2010 and will consider available options.

                       About The Orchard(R)

Headquartered in New York and London with operations in 25 markets
around the world, The Orchard -- http://www.theorchard.com/-- is
a full service media company specializing in the distribution of
music and video entertainment.  Founded in 1997, the company is a
global leader in digital marketing and distribution, driving sales
across more than 730 digital storefronts and mobile carriers in 69
countries.  Fostering creativity and independence, The Orchard
enables labels, artists and rights holders to grow and monetize
audiences globally.


TIMOTHY CONROY: Faces Charges for Not Paying Consignors
-------------------------------------------------------
David Hewett at Maine Antique Digest reports that Timothy Conroy
is facing charges of not paying consignors in the New York State
Supreme Court.

Mr. Hewett relates that Mr. Conroy was also charged with a single
count of third-degree felony larceny by the state's attorney.  A
judge entered a not guilty plea for Mr. Conroy on the latest
felony charge and released him in the care of the probation
department.  But, Mr. Conroy will be back in court on Dec. 18,
2009. Mr. Hewett says.

Timothy Conroy is an auctioneer.  Mr. Conroy has filed for Chapter
11 protection.


TRIAD GUARANTY: Receives NASDAQ Noncompliance Notice
----------------------------------------------------
Triad Guaranty Inc. in Winston-Salem, North Carolina, said that on
November 11, 2009, it received a notice from The NASDAQ Stock
Market stating it was no longer in compliance with NASDAQ Listing
Rule 5450(b)(3)(C), which requires the Company to maintain a
minimum market value of $15 million of its total outstanding
shares of common stock -- excluding shares held directly or
indirectly by officers, directors or any beneficial owner of more
than 10% of the Company's total outstanding shares.  NASDAQ will
provide the Company with a period of 90 calendar days, or until
February 9, 2010, to regain compliance with Listing Rule
5450(b)(3)(C).  The Minimum Market Value must be equal to or
greater than $15 million for 10 consecutive business days in order
for the Company to regain compliance with Listing Rule
5450(b)(3)(C).

If the Company does not regain compliance with Listing Rule
5450(b)(3)(C) by February 9, 2010, NASDAQ will provide written
notification to the Company that the Company's common stock is
subject to delisting.  At that time, the Company may appeal
NASDAQ's delisting determination to a Hearings Panel.

Alternatively, the Company could consider applying for a transfer
to The Nasdaq Capital Market prior to February 9, 2010 if the
Company satisfies the requirements for continued listing on that
market. Currently, however, the Company does not satisfy the
requirements for continued listing on The Nasdaq Capital Market.
The Company intends to actively monitor the Minimum Market Value
for its common stock and will consider available options to
resolve the deficiency and attempt to regain compliance with
Listing Rule 5450(b)(3)(C), or pursue other alternatives.

Triad Guaranty Inc.'s wholly owned subsidiary, Triad Guaranty
Insurance Corporation, is a nationwide mortgage insurer pursuing a
voluntary run-off of its existing in-force book of business. On
the Net: http://www.triadguaranty.com/


TRIBUNE CO: Asks for March 31 Extension of Removal Period
---------------------------------------------------------
Tribune Co. and its debtor affiliates ask Judge Kevin J. Carey of
the U.S. Bankruptcy Court for the District of Delaware to further
extend the deadline through March 3, 2010, within which they may
file notices of removal with respect to claims and causes of
action pending as of the Petition Date.

James F. Conlan, Esq., at Sidley Austin LLP, in Chicago, Illinois,
tells the Court that the Debtors have devoted substantially all of
their resources to stabilizing their business operations and
addressing critical case management issues.  He notes that given
the size of the Debtors' business enterprise and the unusually
large number of Debtors involved in the procedurally consolidated
cases, transitioning the Debtors' businesses into smooth
operations in Chapter 11 and meeting the initial requirements of
the Chapter 11 process, together with the substantial existing
effort required to manage the Debtors' business enterprise and
begin the formulation of a plan of reorganization, have been
formidable tasks.

Mr. Conlan asserts that given these tasks and their attendant
demands on the Debtors' personnel and professionals, the Debtors
have legitimate need for additional time to review their
outstanding litigation matters and evaluate whether these matters
should properly be removed pursuant to Rule 9027 of the Federal
Rules of Bankruptcy Procedure.  In the absence of extension, the
Debtors would lose a potentially key element of their overall
ability to manage litigation during their Chapter 11 cases even
before that litigation would reasonably have been evaluated, to
the detriment of the Debtors, their estates, and their creditors
as a whole.

Pursuant to the Local Rule of Bankruptcy Practice and Procedure of
the U.S. Bankruptcy Court for the District of Delaware 9006-2, the
expiration of the Debtors' removal period is extended until the
conclusion of the December 1, 2009, the hearing on the Motion.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Law Debentures Wants Payments to LBO Lenders Halted
---------------------------------------------------------------
Law Debenture Trust Company of New York asks the Court to compel
and direct:

   (i) the Debtors to cause any non-debtor affiliate or
       subsidiary to terminate the undisclosed and unauthorized
       payments of professional fees and expenses to the
       Debtors' leveraged buyout lenders;

  (ii) the LBO Lenders to provide an accounting of all
       unauthorized fee payments; and

(iii) the LBO Lenders to disgorge the unauthorized fee
       payments.

Garvan F. McDaniel, Esq., at Bifferato Gentilotti LLC, in
Wilmington, Delaware, co-counsel for Law Debenture Trust Company
of New York, asserts that a debtor must comply with transparency,
disclosure and notice in exchange for extraordinary protections
that Chapter 11 provides.  According to Mr. McDaniel, a debtor has
the obligation to satisfy these requirements both in form and in
substance and not to seek ways to avoid them.  These requirements
maintain the integrity of the bankruptcy process, which must not
only be fair, but which also must appear fair.

According to Mr. McDaniel, even though the Debtors are insolvent,
they nonetheless have entered into an undisclosed transaction to
benefit their LBO Lenders at the expense of their estates and have
kept this arrangement hidden from the Court and creditors.  Mr.
McDaniel adds that the Debtors have arranged to pay millions of
dollars in fees to the LBO Lenders' restructuring professionals --
no less than four law firms and two financial advisory firms --
even though the LBO Lenders are unsecured creditors holding
disputed claims arising from an LBO that most likely constituted a
fraudulent conveyance.

Prior to the Petition Date, certain LBO Lenders formed a steering
committee in connection with Tribune's restructuring and hired
several legal and financial advisors.  At some point, perhaps on
the eve of Tribune's filing, the LBO Lenders demanded that the
Debtors cause certain non-debtor subsidiaries to pay the LBO
Lenders' professional fees.

The Steering Committee has retained four law firms and two
financial advisory firms in connection with their Chapter 11
cases.

The Debtors caused their non-debtor subsidiaries to pay the LBO
Lenders' fees under the purported threat that the LBO Lenders
would exercise remedies.

Tribune, the Debtors' parent company, is indebted to Law
Debenture's noteholders and other non-LBO creditors for over
$2.4 billion.  Any funds not otherwise used to make the
Unauthorized Fee Payments increase the value of the payors' parent
companies and ultimately Tribune.  Thus, in essence, the LBO
Lenders are causing the Debtors' subsidiaries to deplete assets
otherwise available to the Debtors, particularly Tribune's
creditors.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Sec. 341 Meeting of Cubs Creditors Set for Dec. 14
--------------------------------------------------------------
Roberta A. DeAngelis, the acting U.S. Trustee for Region 3, asks
the Clerk of the Court to schedule a meeting of the creditors of
Chicago National League Ball Club, LLC, on December 14, 2009, at
1:00 p.m.  The meeting will be held at the office of the U.S.
Trustee located at Room 2122, J. Caleb Boggs Federal Building, 844
King Street, Suite 2207, in Wilmington, Delaware.

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

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

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: To Pay $170 Million DIP Loan Balance
------------------------------------------------
Tribune Company announced that it will pay back the entire
$170 million loan outstanding under the Company's syndicated
accounts receivable asset-backed Debtor-in-Possession (DIP)
facility led by Barclays Bank PLC (Barclays).  All lenders will be
notified of Tribune's intent.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TROPICANA ENT: NJ Debtors Ask Feb. 23 Deadline for Lease Decisions
------------------------------------------------------------------
Adamar of New Jersey Inc. and its affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey to extend the time
by which they must assume or reject their unexpired leases of non-
residential real property pursuant to Section 365(d)(4) of
the Bankruptcy Code to the earlier to occur of:

  (i) February 23, 2010; or

(ii) the closing of the sale of substantially all of their
      assets.

The Court previously extended the NJ Debtors' lease decision
period through November 25, 2009.

The New Jersey Debtors conduct their business operations from
premises subject to certain unexpired leases that relate to
several parcels of land, a garage, two warehouses, and a parking
lot, Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Hackensack, New Jersey, relates.

Ms. Volkov recounts that the Court entered an order on Nov. 4,
2009, approving an Amended and Restated Purchase Agreement on the
sale of substantially all of the New Jersey Debtors' assets, free
and clear of all liens, claims, encumbrances, and interests.  In
connection with the Sale Order, the Court also authorized the
assumption and assignment of certain executory contracts and
unexpired leases.

Ms. Volkov adds that the Court's June 12, 2009 Original Sale
Order authorized the New Jersey Debtors to assume and assign
certain Unexpired Leases to the Buyer, subject to the occurrence
of a Closing.  The Amended Sale Order, she notes, authorized the
New Jersey Debtors to assume and assign certain Unexpired Leases
to certain "Specified Parties," subject to the occurrence of a
Closing.

At the present time, the New Jersey Debtors tell the Court that
they expect the Closing to occur after the current lease decision
deadline of November 25, 2009.  In this light, a further
extension of the New Jersey Debtors' time to assume and assign
the Unexpired Leases to the Buyer or Specified Parties, or both,
as applicable, is necessary, Ms. Volkov asserts.

Ms. Volkov also informs the Court that consistent with Section
365(d)(4)(B)(ii) of the Bankruptcy Code, the New Jersey Debtors
have received "prior written consent of the lessor in each
instance" to further extend the lease decision period:

  (a) The New Jersey Debtors and related companies, Atlantic-
      Deauville, Inc., Adamar Garage Corporation, and Ramada New
      Jersey, Inc. -- the Intercompany Landlords -- are parties
      to five separate leases.  The Intercompany Landlords have
      agreed to a further extension of the time to assume the
      Intercompany Leases until the earlier of February 23,
      2010, or the Closing.

      In addition, the Intercompany Leases are in the process of
      being renegotiated.  The extension will provide the
      Intercompany Landlords and the New Jersey Debtors the
      opportunity to finalize the negotiations, Ms. Volkov
      points out.

  (b) The New Jersey Debtors and the City of Atlantic City,
      McCollisters Transportation, Inc., and Lanard & Axilbund,
      Inc. -- the Non-Intercompany Landlords -- are parties to
      four separate leases.  The Non-Intercompany Landlords have
      agreed to a further extension of the time to assume or
      reject the Non-Intercompany Leases until the earlier to
      occur of February 23, 2010, or the Closing.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors -- Adamar
of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: NJ Debtors Set Claims Objection Procedures
---------------------------------------------------------
Adamar of New Jersey, Inc., doing business as Tropicana Casino and
Resort, and its affiliate, Manchester Mall, Inc., obtained the
Court's approval of uniform procedures for objecting to claims.

As previously reported, on June 12, 2009, the Court entered a
Sale Order, (i) approving a credit bid asset purchase agreement
involving the New Jersey Debtors' assets, (ii) approving the sale
of substantially all the New Jersey Debtors' assets, free and
clear of all liens, claims, encumbrances and interests, and (iii)
authorizing the assumption and assignment of executory contracts,
unexpired leases and collective bargaining agreements related to
the Asset Sale.

In connection with the APA, the New Jersey Debtors' prepetition
lenders have agreed to the Debtors' payment of certain enumerated
claims.  To foster the estimation of the dollar amount of the
claims they are authorized to pay in connection with the closing
of the sale, the New Jersey Debtors commenced a review of all
non-general unsecured claims filed as of the Bar Date.  In this
light, the New Jersey Debtors believe that objections to certain
improper claims will have to be made, according to Ilana Volkov,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Hackensack, New Jersey.

                          The Procedures

The New Jersey Debtors propose these procedures to govern the
process of objecting to disputed claims:

  (a) The New Jersey Debtors will periodically file omnibus
      objections and will supplement each Omnibus Objection with
      particularized notices of objection to the specific
      persons identified on each relevant proof of claim.

      For claims that have been transferred, a Notice will be
      provided only to the person or persons listed as being the
      owner of the clam on the New Jersey Debtors' claims
      register as of the date the objection is filed.

  (b) The Notices will include a copy of the relevant Omnibus
      Objection and will identify, among other things, (1) the
      particular claim or claims that are subject of the Omnibus
      Objection, (2) the basis for the objection, (3) the
      proposed treatment of the claim, and (4) notify the
      claimant of the steps that must be taken to contest the
      objection.  The Notice will otherwise comply with the
      Bankruptcy Rules.

  (c) The deadline for filing any response to an Omnibus
      Objection and serving it on the New Jersey Debtors'
      counsel will be seven days before the return date of the
      applicable hearing.

  (d) As soon as practicable after the Response Deadline, the
      New Jersey Debtors will submit to the Court a letter
      enclosing a proposed order sustaining the objections to
      each claim for which a written response was not timely
      filed and served.  An order may be entered by the Court
      without further hearing or notice.

  (e) Each contested claim to which a response to the Omnibus
      Objection was properly filed and served will constitute a
      separate contested matter.  The New Jersey Debtors will be
      required to file and serve any reply at least two calendar
      days before the return of the applicable hearing.

  (f) The filing of a response or reply with respect to a claim
      will not delay the entry of an order sustaining objections
      to claims for which written responses were not timely
      filed and served.

Ms. Volkov asserts that the New Jersey Debtors' use of Omnibus
Objections to consolidate multiple objections to groups of claims
into single pleadings will save the New Jersey Debtors' estates
substantial administrative expenses, and will increase the
efficiency within which the claims process would be administered.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors -- Adamar
of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENT: Stay Lifted for D&O Insurance Payment
----------------------------------------------------
Adamar of New Jersey, Inc., doing business as Tropicana Casino and
Resort, and its affiliate, Manchester Mall, Inc., obtained a
ruling from Bankruptcy Judge Judith Wizmur lifting the automatic
stay, to the extent applicable, to permit Lexington Insurance
Company to discharge its obligations under a directors and
officers insurance policy to retired New Jersey Supreme Court
Justice Gary S. Stein, conservator of Adamar of New Jersey, Inc.,
with respect to an action commenced by William and Caroline
Edwards against Adamar, Justice Stein, Tama Hughes, Mark
Giannantonio, the New Jersey Casino Control Commission, and Linda
Kassekert in the Superior Court of New Jersey, Law Division -
Atlantic County, captioned "Edwards v. Adamar, et al.," Docket No.
ATL-L-001474/09.

The Edwards State Court Action alleges a total of 24 counts
against the parties based on charges, including contract, implied
contract, negligence, tort, breach of fiduciary duty, and
violations of New Jersey law regarding the requirement that an
independent audit committee oversee casino operations.  The
Edwardses seek compensatory and punitive damages, injunctive
relief, and costs and attorneys' fees under the State Court
Action.

The State Court, on July 23, 2009, entered an order preliminary
enjoining the Edwardses from proceeding in the State Court Action
until the earlier of the closing of the New Jersey Debtors'
Section 363 sale of assets or October 31, 2009.

Effective as of December 12, 2007, Adamar purchase a D&O Policy
under which Justice Stein is an "Insured Person."  Lexington has
advised Justice Stein that the claim he made under the D&O Policy
with respect to the Edwards State Court Action is covered under
that Policy.  However, Lexington has requested that the New
Jersey Debtors obtain a Court order confirming that its
advancement and payment of defense costs as well as any damages,
settlements, or judgments entered in the Edwards State Court
Action does not violate the automatic stay, to the extent
applicable, Ilana Volkov, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Hackensack, New Jersey, relates.

Ms. Volkov adds that since the D&O Policy only provides coverage
to Justice Stein, proceeds of the Policy are not property of the
estate under Section 541 of the Bankruptcy Code because the New
Jersey Debtors have no interest in them.

To the extent the Preliminary Injunction is not extended beyond
October 31, 2009, thereby requiring Justice Stein and the other
parties to respond to the State Court Action, Justice Stein will
proceed with his rights under the D&O Policy, including with
respect to the payment of Defense Costs, Ms. Volkov says.

Judge Wizmur found that the proceeds of the D&O Policy do not
constitute property of the New Jersey Debtors' estates within the
meaning of Section 541 of the Bankruptcy Code.  Accordingly, to
the extent applicable, the automatic stay pursuant to Section
362(d)(1) of the Bankruptcy Code is vacated to authorize
Lexington Insurance Company to advance defense costs and
otherwise discharge its obligations under the D&O Policy to
Justice Gary S. Stein with respect to the Edwards State Court
Action.

                   About Tropicana Entertainment

Tropicana Entertainment LLC and its units owned eleven casino
properties in eight distinct gaming markets with premier
properties in Las Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and certain affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No. 08-
10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.  Stroock & Stroock & Lavan LLP and Morris
Nichols Arsht & Tunnell LLP represent the Official Committee of
Unsecured Creditors in this case.  Capstone Advisory Group LLC is
financial advisor to the Creditors' Committee.

The OpCo Debtors, a group of Tropicana entities owning casinos and
resorts in Atlantic City, New Jersey and Evansville, Indiana have
emerged from bankruptcy pursuant to a reorganization plan.  A
group of Tropicana entities, known as the LandCo Debtors, which
own Tropicana casino property in Las Vegas, have emerged from
Chapter 11 via a separate Chapter 11 plan.

On April 29, 2009, non-debtor units of the OpCo Debtors -- Adamar
of New Jersey, Inc., and its affiliate, Manchester Mall, Inc. --
filed for Chapter 11 (Bankr. D. N.J. Lead Case No. 09- 20711) to
effectuate a sale of the Atlantic City Resort and Casino to a
group of Investors-led by Carl Icahn.   Judge Judith H. Wizmur
presides over the cases.  Manchester Mall is a wholly owned
subsidiary of Adamar that owns and operates certain real property
utilized in the New Jersey Debtors' business operations.

Ilana Volkov, Esq., and Michael D. Sirota, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, in Hackensack, New Jersey, represent the
New Jersey Debtors.  Kurtzman Carson Consultants LLC acts as their
claims and notice agent.  Adamar disclosed $500 million to
$1 billion both in total assets and debts in its petition.
Manchester Mall disclosed $1 million to $10 million in total
assets, and less than $50,000 in total debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by Tropicana Entertainment LLC
and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


UAL CORP: Reports October 2009 Traffic Results
----------------------------------------------
United Air Lines, Inc., reported its preliminary consolidated
traffic results for October 2009.  The company reported an October
consolidated passenger load factor of 83.1 percent.  Total
consolidated revenue passenger miles (RPMs) decreased in October
by 1.6 percent on a consolidated capacity decrease of 4.3 percent
in available seat miles (ASMs) compared with the same period in
2008.

                                2009        2008   Percent
                                Oct.        Oct.    Change
                               -----       -----   -------

Revenue passenger miles ('000)
North America               4,821,466   5,094,934     (5.4%)
Pacific                     1,819,386   1,845,753     (1.4%)
Atlantic                    1,581,667   1,598,341     (1.0%)
Latin America                 210,508     228,809     (8.0%)
Total International         3,611,561   3,672,903     (1.7%)
Total Mainline              8,433,026   8,767,837     (3.8%)
Regional Affiliates         1,244,706   1,071,454     16.2%
Total Consolidated          9,677,732   9,839,291     (1.6%)

Available seat miles ('000)
North America               5,663,474   6,070,781     (6.7%)
Pacific                     2,301,712   2,429,771     (5.3%)
Atlantic                    1,832,004   1,972,020     (7.1%)
Latin America                 263,009     316,985    (17.0%)
Total International         4,396,725   4,718,776     (6.8%)
Total Mainline             10,060,200  10,789,557     (6.8%)
Regional Affiliates         1,583,086   1,380,349     14.7%
Total Consolidated         11,643,286  12,169,906     (4.3%)

Load Factor
North America                   85.1%       83.9%   1.2 pts
Pacific                         79.0%       76.0%   3.0 pts
Atlantic                        86.3%       81.1%   5.2 pts
Latin America                   80.0%       72.2%   7.8 pts
Total International             82.1%       77.8%   4.3 pts
Total Mainline                  83.8%       81.3%   2.5 pts
Regional Affiliates             78.6%       77.6%   1.0 pts
Total Consolidated              83.1%       80.8%   2.3 pts

Revenue passengers boarded ('000)
Mainline                        4,669       5,147     (9.3%)
Regional Affiliates             2,281       2,054     11.1%
Total Consolidated              6,950       7,201     (3.5%)

Cargo ton miles ('000)
Freight                       145,172     138,897      4.5%
Mail                           16,013      24,152    (33.7%)
Total Mainline                161,185     163,049     (1.1%)


                     Third Quarter Results

UAL Corp., the holding company of United Air Lines, Inc., filed
with the U.S. Securities and Exchange Commission its Form 10Q
dated October 21, 2009, disclosing UAL's financial results for
the quarter ended September 30, 2009.

A full-text copy of UAL Corp.'s 3rd Quarter 2009 Results is
available for free at: http://ResearchArchives.com/t/s?4916

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UAL CORP: Sues Bangladesh Airline Over Name
-------------------------------------------
United Air Lines, Inc., has initiated a trademark infringement
case against United Airways, Ltd., a Bangladesh-based carrier,
citing that the Bangladesh carrier's name creates confusion to
its customers, Bloomberg News said on November 4, 2009.

In a complaint filed by United Airlines in the U.S. District
Court in Brooklyn, New York against United Airways, United
Airlines related that United Airways' Web site allows customers
to book travel at an office in the Astoria section of New York,
Bloomberg said.  Pursuant to the complaint, United Airlines told
United Airways to stop using its name in 2007 and found out about
the office in New York this year, Bloomberg disclosed.

United Airlines intends to expand its operations from Bangladesh
and India to markets including the United Kingdom, Bloomberg
added.

                       About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UAL CORP: Fidelity Discloses 14.972% Equity Stake
-------------------------------------------------
Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, is the beneficial owner of
25,571,139 shares or 14.972% of the Common Stock outstanding of
UAL Corporation as a result of acting as investment adviser to
various investment companies registered under Section 8 of the
Investment Company Act of 1940.

The number of shares of Common Stock of UAL owned by the
investment companies at October 31, 2009, included 1,370,919
shares of Common Stock resulting from the assumed conversion of
$44,740,000 principal amount of UAL CORP CV 4.5% 6/30/21 (30.6419
shares of Common Stock for each $1,000 principal amount of
debenture).  The number of shares of UAL Common Stock owned by the
investment companies at October 31, 2009 included 269,956 shares
of Common Stock resulting from the assumed conversion of
$8,810,000 principal amount of UAL CORP CONV 4.5% 6/30/21 (30.6419
shares of Common Stock for each $1,000 principal amount of
debenture).  The number of shares of UAL Common Stock owned by the
investment companies at October 31, 2009, included 2,071,824
shares of Common Stock resulting from the assumed conversion of
$18,000,000 principal amount of UAL CORP CONV 6% 10/15/29
(115.1013 shares of Common Stock for each $1,000 principal amount
of debenture).

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 25,571,139
shares owned by the Funds.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for Chapter 11 protection on December 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge Eugene
R. Wedoff confirmed the Debtors' Second Amended Plan on
January 20, 2006.  The Company emerged from bankruptcy protection
on February 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

UAL and United both carry a 'CCC' issuer default rating from Fitch
Ratings.  UAL carries a 'B-'' on 'watch negative', corporate
credit rating from Standard & Poor's Ratings Services.


UNIGENE LABORATORIES: Posts $5.8 Million Net Loss in Q3 2009
------------------------------------------------------------
Unigene Laboratories, Inc., has reported its financial results for
the quarter ended September 30, 2009.

Net loss for the three months ended September 30, 2009, was
$5,834,000, or $.06 per share, compared to a net loss of $687,000,
or $.01 per share, for the three months ended September 30, 2008.

Net loss for the nine months ended September 30, 2009, was
$12,569,000, or $.14 per share, compared to a net loss of
$3,741,000, or $.04 per share, for the nine months ended
September 30, 2008.

Revenue for the three months ended September 30, 2009, was
$2,732,000, compared to $5,084,000 for the three months ended
September 30, 2008.  Revenue for both periods primarily consisted
of Fortical sales and royalties.  Fortical royalties were
$1,126,000 for the three months ended September 30, 2009, compared
to $1,633,000 for the three months ended September 30, 2008.
Fortical sales were $1,272,000 for the three months ended
September 30, 2009, compared to $2,645,000 for the three months
ended September 30, 2008.

Fortical sales and royalties have declined since the launch of
competitive products in December 2008.

Revenue for the nine months ended September 30, 2009, was
$10,220,000, compared to $14,376,000 for the nine months ended
September 30, 2008.  Fortical royalties were $3,529,000 for the
nine months ended September 30, 2009, compared to $4,246,000 for
the nine months ended September 30, 2008.  Fortical sales were
$5,311,000 for the nine months ended September 30, 2009, compared
to $7,932,000 for the nine months ended September 30, 2008.

Total operating expenses were $7,331,000 for the three months
ended September 30, 2009, an increase of $1,969,000 from
$5,362,000 for the three months ended September 30, 2008.

Total operating expenses were $19,420,000 for the nine months
ended September 30, 2009, an increase of $2,353,000 from
$17,067,000 for the nine months ended September 30, 2008.
Increases for both periods were due to the initiation of the
Company's oral calcitonin Phase III clinical trial.

Cash at September 30, 2009, was $4,171,000, a decrease of
approximately $4,412,000 from December 31, 2008.  Accounts
receivable at September 30, 2009, were $895,000.  Neither amount
includes the approximately $9,000,000 Unigene received from Tarsa
Therapeutics, Inc., on October 20, 2009, in association with its
oral calcitonin Phase III expenditures.

Although expenses will be reduced due to the elimination of
expenditures for the oral calcitonin program, the Company says
further expense reductions are being considered and the company
will need additional sources of cash in order to maintain all of
its future operations.  Without any reduction in expenses, the
Company says it would need additional sources of cash in the first
quarter of 2010.

                Licenses Worldwide Rights (Except
                China) to Oral Calcitonin to Tarsa

In October 2009, the Company licensed its Phase III oral
calcitonin program to Tarsa, a new company formed by a syndicate
of three venture capital funds specializing in the life sciences:
MVM Life Science Partners, Quaker BioVentures and Novo A/S.
Simultaneously, Tarsa announced the closing of a $24 million
Series A financing from the investor syndicate.  Tarsa obtained
the worldwide (other than China) rights to market and sell the
oral calcitonin product.

As part of the agreement, Unigene will own approximately 25% of
Tarsa on a fully diluted basis (9,215,000 shares) and will be
eligible to receive milestone and royalty payments.  Tarsa will be
solely responsible for all future costs related to the global oral
calcitonin program.  Tarsa has paid to Unigene approximately
$9,000,000 in association with its oral calcitonin Phase III
expenditures to that date.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $25,838,000 in total assets and $56,333,000 in total
liabilities, resulting in a $30,495,000 shareholders' deficit.

A full-text copy of the Company's consolidated financial
statements for the three and nine months ended September 30, 2009,
is available for free at http://researcharchives.com/t/s?496f

                       Going Concern Doubt

"We need additional cash from increases in Fortical sales or
royalties, milestones from existing agreements or upfront payments
from new agreements or from financings in order to meet our near-
term obligations."  This raises substantial doubt about the
Company's ability to continue as a going concern.

The Company's independent registered public accounting firm has
added an explanatory paragraph to their audit opinion issued in
connection with the financial statements for each of the years
ended December 31, 2008, 2007, and 2006, concerning the
substantial doubt about Unigene Laboratories' ability to continue
as a going concern.

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
--  is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.  Due to the size of the
worldwide osteoporosis market, Unigene is targeting its initial
efforts on developing calcitonin and PTH-based therapies.
Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline, worldwide rights for its
calcitonin manufacturing technology to Novartis and worldwide
rights (except for China) for its oral calcitonin program to Tarsa
Therapeutics, Inc.  Unigene's patented oral delivery technology
has successfully delivered, in preclinical and/or clinical trials,
various peptides including calcitonin, PTH and insulin.  Unigene's
patented manufacturing technology is designed to cost-effectively
produce peptides in quantities sufficient to support their
worldwide commercialization as oral or nasal therapeutics.


US AIRWAYS: Flight Attendants Protest Wage Discrepancies
--------------------------------------------------------
Phoenix-based US Airways flight attendants, represented by the
Association of Flight Attendants-CWA (AFA-CWA), will picket at
Phoenix Sky Harbor airport on Friday, November 13, 2009, to
protest management's refusal to pay equal wages for equal work and
their continued refusal to increase wage rates that have been
frozen for seven years.  The picket event will be held from
9-11 a.m., at Terminal 4, level 2, North side, west end.

   "Equal Pay - Either Way" Picket
    Friday, November 13, 2009
    Time: 9:00 am to 11:00 am
    Picketing: Outside Terminal 4, Level 2
    Phoenix Sky Harbor Airport
    Phoenix, AZ

As a result of the 2005 merger between America West and US
Airways, America West flight attendants have seen wage rates
frozen since 2002.  While flight attendants of the merged US
Airways perform the same work and wear the same uniforms, the
former America West flight attendants' wages are up to 40% less
than their US Airways east counterparts.

"The flight attendants of the former America West Airlines
have waited patiently for seven years for wage increases and
contract improvements.  We were patient even as the economy went
south and we struggled to pay our bills with wages that did not
keep up with inflation," said Lisa LeCarre, AFA-CWA US Airways
President representing America West flight attendants.  "It is
reprehensible that US Airways management has left the flight
attendants in the dust and refused to complete this merger with
combined contracts that provide financial relief for flight
attendants."

Following the September 2005 merger between America West and US
Airways, contract negotiations for wage increases specific to
America West flight attendants were put on hold by the National
Mediation Board (NMB) so the parties could focus on reaching a
merged agreement covering all US Airways flight attendants.
After four years of attempting to negotiate a single agreement,
in April 2009, AFA-CWA requested that the NMB reconvene
negotiations to bargain wage increases specific to former America
West flight attendants.

"US Airways management continues to refuse cost-of-living
increases, even as airline executives rake in millions in bonuses
from the 'success' of the merger," said Ms. LeCarre.  "This
disrespect and neglect has to stop now."

AFA-CWA is pursuing a two-track strategy under the slogan "Equal
Pay, Either Way."  Management must either promptly agree to a
merged contract covering all US Airways flight attendants or agree
to interim increases specific to America West flight attendants.

For over 60 years, the Association of Flight Attendants has been
serving as the voice for flight attendants in the workplace,
in the aviation industry, in the media and on Capitol Hill.  More
than 50,000 flight attendants at 20 airlines come together to
form AFA-CWA, the world's largest flight attendant union.  AFA is
part of the 700,000-member strong Communications Workers of
America (CWA), AFL-CIO.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Seeks Summary Judgement for Davis, Et Al., Claims
-------------------------------------------------------------
US Airways, Inc., seeks summary judgment from the Bankruptcy Court
on the remaining claim left in the Third Amended Complaint for the
remaining three plaintiffs, Kevin Davis, Lee Hardin and Steven
McCoy, who are all employed by non-party G2 Secure Staff, LLC.

In Count I of the Third Amended Complaint, Ben Mitchell, et. al.,
state: "Defendants' knowing and willful failure to pay Plaintiffs
and class members the federal minimum wage violates the Fair
Labor Standards Act.  Defendants have not been entitled to take
the "tip-credit" against the minimum wage pursuant to 29 U.S.C.
Section 203(m)."

In light of their admissions -- including Messrs. Hardin, McCoy
and Davis' admissions that Count I of the Third Amended Complaint
simply did not apply to them because they did make more than the
minimum wage throughout their employment, -- US Airways avers
that there is no "genuine" issue of material fact for trial on
Count I.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US AIRWAYS: Spent $410,000 in Lobbying Costs for Q3
---------------------------------------------------
US Airways spent $410,000 lobbying in the 3rd quarter on the cap-
and-trade energy proposal aviation regulation issues, The
Associated Press reported.  According to the report, US Airways
lobbied on climate change and proposal for a cap-and-trade system
aimed at reducing greenhouse gas emissions.

US Airways also lobbied on (i) reauthorization for the Federal
Aviation Administration, as well as air cargo security issues,
aircraft engineering, flight operations and maintenance issues,
and (ii) a House bill that would allow additional flights beyond
the restricted area around Ronald Reagan Washington National
Airport, AP says.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported by the TCR on Sept. 25, 2009, Moody's affirmed US
Airways' Corporate Family and Probability of Default Ratings at
'Caa1'.  US Airways Group carries a 'CCC' issuer default rating
from Fitch.

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.


US CONCRETE: S&P Junks Corporate Credit Rating From 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based U.S. Concrete Inc. to 'CCC+' from 'B-'.
At the same time, S&P lowered the issue-level rating on the
company's senior subordinated notes due 2014 to 'CCC' (one notch
below the corporate credit rating) from 'CCC+'.  The recovery
rating is '5', indicating S&P's expectation of modest recovery
(10%-30%) in the event of a payment default.  The outlook is
negative.

"The downgrade reflects S&P's concern regarding U.S. Concrete's
deteriorating operating performance as a result of depressed
commercial construction activity and S&P's expectations that the
company's liquidity profile will further weaken for the remainder
of 2009 and into 2010," said Standard & Poor's credit analyst
Tobias Crabtree.  Despite diminished volumes and a difficult
pricing environment for ready-mixed concrete, S&P expects
borrowing availability on the company's revolving credit facility
to remain above $25 million, thus avoiding the springing 1x
minimum fixed-charge covenant.  However, S&P expects the cushion
above the $25 million availability threshold to come under
increased pressure in 2010 due to weaker commercial end markets
and the potential of greater price competition for ready-mixed
products in 2010.  As a result, S&P believes continued compliance
with the minimum availability threshold is less certain.  Access
to the company's $150 million revolving credit facility, which had
about $71.6 million of availability at Sept. 30, 2009, depends on
compliance with this covenant.  Actual fixed-charge coverage at
Sept. 30, 2009, was below 1x and is expected to remain below 1x
over the next several quarters.

The negative outlook reflects S&P's expectation that continuing
soft demand for ready-mixed concrete through 2010 as a result of
weak residential and commercial end markets will cause U.S.
Concrete's cash flow to diminish further and result in a weakening
liquidity profile over the next several quarters.  S&P would
consider a downgrade if the company cannot maintain at least
$25 million of availability on its revolving credit facility over
the next several quarters resulting in a likely violation of its
1x fixed-charge covenant and further constraining liquidity.  S&P
is unlikely to revise the outlook to stable during the next
several quarters given the challenging operating conditions in the
company's end markets.


VERASUN ENERGY: Investors Must Inquire About Plaintiff Position
---------------------------------------------------------------
Brower Piven, has been commenced in the United States District
Court for the Southern District of New York on behalf of
purchasers of the common stock of VeraSun Energy Corp. during the
period between March 12, 2008 and September 16, 2008, inclusive
(the "Class Period").  VeraSun is not named in this action as a
defendant because it filed for bankruptcy protection on October
31, 2008.

No class has yet been certified in the above action.  Members of
the Class will be represented by the lead plaintiff and counsel
chosen by the lead plaintiff.  If you wish to choose counsel to
represent you and the Class, you must apply to be appointed lead
plaintiff no later than January 11, 2010 and be selected by the
Court.  The lead plaintiff will direct the litigation and
participate in important decisions including whether to accept a
settlement and how much of a settlement to accept for the Class in
the action.  The lead plaintiff will be selected from among
applicants claiming the largest loss from investment in the
Company during the Class Period.  You are not required to have
sold your shares to seek damages or to serve as a Lead Plaintiff.
You may contact Brower Piven (through hoffman@browerpiven.com or
410/986-0036) to answer any questions you may have in that regard.

The complaint accuses the defendants of violations of the
Securities Exchange Act of 1934 by virtue of the Company's failure
to disclose during the Class Period that VeraSun was, in part, a
speculative commodities trader in addition to an ethanol producer
and engaged in speculative and risky derivate transactions that
exposed the Company to substantial financial and liquidity risk
resulting in VeraSun experiencing substantial loses on speculative
derivative transactions causing margin pressures on the Company.
The Complaint further alleges that as a result of margin pressures
from bad speculative derivative transactions, the Company sold out
of a large short position in corn and incurred substantial losses
and entered into highly risky "accumulator" contracts that
obligated VeraSun to purchase increasing amounts of corn after the
price of corn fell in price per bushel such that its liquidity
were negatively impacted, ultimately causing the Company to file
for bankruptcy.  According to the complaint, on September 16,
2008, VeraSun announced that it commenced a public offering of 20
million shares of its common stock to raise money for "general
corporate purposes" when the true purpose of this public offering
was to raise capital in an effort to prevent a disastrous impact
from the huge losses experienced by the Company as a result of its
speculative trading and risky bets on the price of corn.  The
Complaint also alleges that in response to the Company's
announcement on September 16, 2008, the value of VeraSun's stock
declined significantly.

                     About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.com/or http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The Company and certain affiliates filed for Chapter 11 protection
on October 31, 2008 (Bankr. D. Del. Case No. 08-12606).  Mark S.
Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP represents
the Debtors in their restructuring efforts.  AlixPartners LLP
serves as their restructuring advisor.  Rothschild Inc. is their
investment banker and Sitrick & Company is their communication
agent.  The Debtors' claims noticing and balloting agent is
Kurtzman Carson Consultants LLC.  The Debtors' total assets as of
June 30, 2008, was $3,452,985,000 and their total debts as of
June 30, 2008, was $1,913,214,000.

VeraSun closed on April 1, 2009, the sale of substantially all of
its assets to Valero Renewable Fuels, a subsidiary of Valero
Energy Corporation, North America's largest petroleum refiner and
marketer.  Valero paid $350 million for the ethanol production
facilities in Aurora, Fort Dodge, Charles City, Hartley and
Welcome, in addition to the Reynolds site.  Valero also
successfully bid $72 million for the Albert City facility and
$55 million for the Albion facility.

VeraSun also completed on April 9 the sale to AgStar Financial
Services PCA of substantially all of the assets relating to the
company's production facilities in Dyersville, Iowa; Hankinson,
North Dakota; Janesville, Minnesota; Central City and Ord,
Nebraska; and Woodbury, Michigan.  AgStar released the USBE
Subsidiaries from their obligations under $319 million of existing
indebtedness and assumed certain liabilities relating to the
AgStar Facilities.

Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware confirmed on October 23, 2009, the Chapter
11 Plan of Liquidation filed by VeraSun Energy Corporation and
its debtor affiliates

(VeraSun Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ZOUNDS INC: Court OKs Conversion of Reorganization Case to Ch. 7
----------------------------------------------------------------
The Hon. George B. Nielsen, Jr. of the Bankruptcy Court for the
District of Arizona granted authorization to Z Liquidation, Inc.,
fka Zounds, Inc. to convert its reorganization case to Chapter 7.

The Debtor completed the sale, under Section 363 of the Bankruptcy
Code, of substantially all its assets to its secured lender on
Sept. 11, 2009.

Headquartered in Phoenix, Arizona, Zounds, Inc. nka Z Liquidation,
Inc. -- http://www.zoundshearing.com/-- offers a portfolio of
hearing aids and wireless devices.  The Company filed for
Chapter 11 protection on March 30, 2009 (Bankr. D. Ariz. Case No.
09-06053).  Jordan A. Kroop, Esq., at Squire Sanders & Dempsey
LLP, represents the Debtor in its restructuring efforts.  Carolyn
J. Johnsen, Esq., at Jennings, Strouss & Salmon, P.L.C.,
represents the official committee of unsecured creditors as
counsel.  The Debtor listed between $10 million and $50 million
each in assets and debts.


* FHA Reserves Fall Far Below Minimum Requirements
--------------------------------------------------
ABI reports that the Federal Housing Administration's capital
reserves have fallen to razor-thin levels, increasing the
likelihood that the agency will eventually require a taxpayer
bailout.


* Wall Street Journal Says TARP Can't Save Some Banks
-----------------------------------------------------
The Wall Street Journal's David Enrich reports that since the
start of 2009, at least 27 recipients of TARP money have been hit
with regulatory sanctions, including CIT Group, UCBH Holdings Inc.
and Pacific Coast National Bancorp.  Four such actions were
imposed this month, according to the companies or regulators, Mr.
Enrich relates.

At least eight banks received taxpayer-funded capital either while
operating under enforcement actions or shortly after regulatory
exams detected serious problems, Mr. Enrich says.

"The troubles put taxpayers at risk of losing as much as $5.1
billion invested in the banks since TARP was launched in October
2008.  For example, Friday's three bank failures, increasing the
2009 total to 123, included a unit of Pacific Coast National
Bancorp, a San Clemente, Calif., bank that sold $4.1 million of
preferred shares to the Treasury Department in January," Mr.
Enrich relates.

"There are going to be more losses," predicts Jeff Davis, a
banking analyst at FTN Equity Capital Markets Corp. in Memphis,
Tennessee, according to the Journal.

The Journal notes that a total of 690 financial institutions
received combined capital injections of $204.68 billion through
TARP as of November 10.  More than 40 banks have repaid a total of
$70.88 billion, and Treasury has pocketed $10.1 billion in
dividend, interest and fee payments from TARP recipients.

According to the Journal, the mounting problems, however, deepen
questions about how the $700 billion program was run.  The Journal
says the Treasury Department's special inspector general
overseeing TARP has criticized the agency for using terms like
"healthy" and "viable" to describe the financial institutions to
which aid would be steered.  That was misleading, critics claim,
because federal officials knew giants banks such as Bank of
America Corp. and Citigroup Inc. weren't healthy when they
received huge capital injections.

The Journal says Treasury officials said taxpayers are likely to
incur some losses but defended the agency's overall handling of
TARP.  "In a crisis such as the one we have gone through, it would
not be reasonable to expect that all of the individual investments
will earn profits for the taxpayers," said Treasury spokesman
Andrew Williams. "We will continue to work to minimize these
losses and maximize recovery to the taxpayer to the extent
possible."
The Journal notes CIT Group Inc.'s bankruptcy filing is expected
to cost taxpayers their entire $2.3 billion investment.

OTS spokesman William Ruberry declined to comment on specific
institutions. "Financial institutions' financial conditions can
change," he said. "TARP money is not an absolute guarantee of
long-term viability."


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                           Total
                                                Total     Share-
                                  Total       Working   Holders'
                                 Assets       Capital     Equity
   Company        Ticker      ($ in MM)     ($ in MM)  ($ in MM)
   -------        ------      ---------     ---------  ---------
AUTOZONE INC      AZO US       5,318.40       (145.02)   (433.07)
DUN & BRADSTREET  DNB US       1,600.30       (181.70)   (720.30)
BOEING CO-CED     BA AR       58,667.00     (1,822.00)   (877.00)
CLOROX CO         CLX US       4,598.00       (665.00)    (47.00)
BOEING CO         BA US       58,667.00     (1,822.00)   (877.00)
MEAD JOHNSON-A    MJN US       1,964.30        502.30    (697.50)
BOARDWALK REAL E  BEI-U CN     2,405.68           N.A.    (36.79)
NAVISTAR INTL     NAV US       9,384.00        180.00  (1,294.00)
BOARDWALK REAL E  BOWFF US     2,405.68           N.A.    (36.79)
TAUBMAN CENTERS   TCO US       2,607.20           N.A.   (466.57)
UNISYS CORP       UIS US       2,741.10        186.80  (1,145.50)
BOEING CO         BAB BB      58,667.00     (1,822.00)   (877.00)
CHOICE HOTELS     CHH US         353.03        (13.42)   (132.91)
LINEAR TECH CORP  LLTC US      1,466.40        993.39    (163.78)
WEIGHT WATCHERS   WTW US       1,076.72       (329.14)   (748.21)
CABLEVISION SYS   CVC US      10,128.00       (111.68) (5,193.36)
WR GRACE & CO     GRA US       3,936.80      1,095.10    (312.30)
IPCS INC          IPCS US        559.20         72.11     (33.02)
MOODY'S CORP      MCO US       1,874.20       (305.80)   (647.50)
DISH NETWORK-A    DISH US      8,658.74        710.57  (1,381.37)
IMS HEALTH INC    RX US        2,110.52        230.86     (42.68)
AFFYMAX INC       AFFY US        144.93          7.14      (2.73)
PETROALGAE INC    PALG US          7.34        (17.00)    (32.64)
SUN COMMUNITIES   SUI US       1,189.20           N.A.    (95.46)
HEALTHSOUTH CORP  HLS US       1,754.40         35.90    (534.50)
REVLON INC-A      REV US         802.00        105.40  (1,043.40)
SUCCESSFACTORS I  SFSF US        181.33          3.21      (2.59)
OVERSTOCK.COM     OSTK US        144.38         34.09      (3.10)
TENNECO INC       TEN US       2,939.00        233.00    (213.00)
NATIONAL CINEMED  NCMI US        607.80         85.00    (504.50)
THERAVANCE        THRX US        183.47        123.53    (175.21)
INTERMUNE INC     ITMN US        157.15         92.82     (83.36)
REGAL ENTERTAI-A  RGC US       2,512.50        (13.60)   (258.50)
JUST ENERGY INCO  JE-U CN      1,378.06       (392.04)   (350.05)
VENOCO INC        VQ US          715.17        (13.00)   (169.00)
CHENIERE ENERGY   CQP US       1,918.95         28.24    (472.03)
OCH-ZIFF CAPIT-A  OZM US       1,976.06           N.A.    (88.36)
PALM INC          PALM US        793.95       (269.46)   (454.17)
CARDTRONICS INC   CATM US        457.20        (41.75)     (8.29)
SANDRIDGE ENERGY  SD US        2,310.97          1.42    (190.99)
KNOLOGY INC       KNOL US        643.99         20.90     (41.94)
BLOUNT INTL       BLT US         487.85         29.49     (22.15)
WORLD COLOR PRES  WC CN        2,641.50        479.20  (1,735.90)
SONIC CORP        SONC US        849.04         84.81      (4.27)
WORLD COLOR PRES  WC/U CN      2,641.50        479.20  (1,735.90)
UNITED RENTALS    URI US       3,895.00        312.00     (18.00)
SEMGROUP ENERGY   SGLP US        316.83         (4.27)   (133.64)
ARVINMERITOR INC  ARM US       2,508.00         27.00  (1,248.00)
FORD MOTOR CO     F US       205,896.00     (9,751.00) (7,270.00)
CENTENNIAL COMM   CYCL US      1,480.90        (52.08)   (925.89)
PDL BIOPHARMA IN  PDLI US        264.45        (16.23)   (242.39)
TALBOTS INC       TLB US         855.94        (25.08)   (206.66)
INCYTE CORP       INCY US        472.82        358.38    (199.36)
DOMINO'S PIZZA    DPZ US         443.74        106.68  (1,350.12)
CENVEO INC        CVO US       1,601.19        203.42    (178.97)
EXTENDICARE REAL  EXE-U CN     1,655.19        126.26     (47.76)
AFC ENTERPRISES   AFCE US        115.70         (0.30)    (22.90)
DEXCOM            DXCM US         53.96         25.84      (9.10)
SALLY BEAUTY HOL  SBH US       1,464.90        420.46    (645.16)
UAL CORP          UAUA US     18,347.00     (2,111.00) (2,645.00)
EXELIXIS INC      EXEL US        421.10         91.53    (142.77)
JAZZ PHARMACEUTI  JAZZ US        102.17         (8.97)    (82.44)
SIGA TECH INC     SIGA US          8.17         (4.07)    (11.49)
WARNER MUSIC GRO  WMG US       3,989.00       (680.00)   (142.00)
AMER AXLE & MFG   AXL US       1,953.00         33.10    (739.60)
OSIRIS THERAPEUT  OSIR US        110.80         48.53      (3.29)
ACCO BRANDS CORP  ABD US       1,078.00        217.20    (102.90)
MANNKIND CORP     MNKD US        288.66         34.89      (2.41)
PROTECTION ONE    PONE US        632.46          8.11     (82.40)
AMR CORP          AMR US      25,754.00     (1,448.00) (2,859.00)
ZYMOGENETICS INC  ZGEN US        243.39         59.40     (21.76)
FORD MOTOR CO     F BB       205,896.00     (9,751.00) (7,270.00)
CELLDEX THERAPEU  CLDX US         48.10         13.90      (2.24)
EPICEPT CORP      EPCT SS         11.96          5.79      (5.16)
IMMUNOTECH LABOR  IMMB US          0.38         (2.32)     (2.09)
LIN TV CORP-CL A  TVL US         772.71          6.57    (188.41)
SELECT COMFORT C  SCSS US         82.27        (68.66)    (38.75)
VIRGIN MOBILE-A   VM US          307.41       (138.28)   (244.23)
MEDIACOM COMM-A   MCCC US      3,721.86       (253.93)   (434.75)
HOVNANIAN ENT-A   HOV US       2,285.45      1,524.67     (73.61)
EASTMAN KODAK     EK US        7,483.00        935.00    (651.00)
STEREOTAXIS INC   STXS US         40.48          1.36     (15.27)
ENERGY COMPOSITE  ENCC US          0.00         (0.01)     (0.01)
SINCLAIR BROAD-A  SBGI US      1,629.15        (17.99)   (132.17)
DYAX CORP         DYAX US         51.59         23.57     (49.20)
QWEST COMMUNICAT  Q US        20,225.00        766.00  (1,031.00)
PRIMEDIA INC      PRM US         244.57        (13.17)   (113.20)
US AIRWAYS GROUP  LCC US       7,744.00       (552.00)   (260.00)
CINCINNATI BELL   CBB US       2,011.20         22.00    (614.00)
GLG PARTNERS-UTS  GLG/U US       466.58        168.33    (277.14)



                           *********

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.

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